Exhibit 10.5

AMERICAN BAR ASSOCIATION

MEMBERS RETIREMENT PLAN

                                TABLE OF CONTENTS
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ARTICLE 1      PURPOSE.........................................................1

ARTICLE 2      DEFINITIONS.....................................................1


ARTICLE 3      ESTABLISHMENT OF THE EMPLOYER PLAN AND PARTICIPATION
               BY ELIGIBLE EMPLOYEES..........................................12

         Section 3.1 .   Establishment of the Plan by the Employer............12
         Section 3.2 .   Participation By Eligible Employees In General.......12

ARTICLE 4      CONTRIBUTIONS..................................................12

         Section 4.1 .   Employer Contributions...............................13
         Section 4.2 .   401(k) Arrangement...................................13
         Section 4.3 .   Post-Tax Employee Contributions......................21
         Section 4.4 .   Rollover Contributions by Employees..................21
         Section 4.5 .   Limitation on Contributions of an Employer...........21

ARTICLE 5      PARTICIPANT ACCOUNTS AND INVESTMENT ELECTIONS..................22

         Section 5.1 .   Participant Accounts and Investment Elections........22
         Section 5.2 .   Allocation of Employer Contributions.................23
         Section 5.3 .   Allocation of Matching Contributions.................26
         Section 5.4 .   Limitations on Allocations...........................26
         Section 5.5 .   Excess Amounts.......................................28
         Section 5.6 .   Definitions..........................................28

ARTICLE 6      DISTRIBUTIONS UPON TERMINATION OF SERVICE......................29

         Section 6.1 .   Distributions Upon Termination of Service............29
         Section 6.2 .   Time and Form of Distribution upon Termination
                         of Service...........................................31
         Section 6.3 .   Applicability of Annuity Rules to Employer Plan......33
         Section 6.4 .   Designation of Beneficiary...........................35
         Section 6.5 .   Distributions to Minor and Disabled Distributees.....36
         Section 6.6 .   Direct Rollover Option...............................36

ARTICLE 7      LOANS AND IN-SERVICE WITHDRAWALS...............................37

         Section 7.1 .   Loans................................................37
         Section 7.2 .   Hardship Withdrawals.................................39
         Section 7.3 .   Other Withdrawals....................................41

ARTICLE 8      SPECIAL PARTICIPATION AND DISTRIBUTION RULES...................42

         Section 8.1 .   Change of Employment Status..........................42

                                       i

         Section 8.2 .   Reemployment of an Eligible Employee Whose
                         Employment Terminated Prior to
                         Becoming a Participant...............................42
         Section 8.3 .   Reemployment of a Terminated Participant.............42
         Section 8.4 .   Employment by Related Entities.......................43
         Section 8.5 .   Leased Employees.....................................43
         Section 8.6 .   Reemployment of Veterans.............................43

ARTICLE 9      ADMINISTRATION.................................................44

         Section 9.1 .   Administration.......................................44
         Section 9.2 .   Claims Procedure.....................................45
         Section 9.3 .   Notices to Participants, Etc.........................45
         Section 9.4 .   Notices to Employer or Trustee.......................45
         Section 9.5 .   Evidence of Action by Employer  --
                         Information to Be Supplied...........................46
         Section 9.6 .   Records............................................. 46

ARTICLE 10     CONTINUANCE BY A SUCCESSOR.....................................46

ARTICLE 11     MISCELLANEOUS..................................................46

         Section 11.1 .  Paired Plans.........................................46
         Section 11.2 .  Contribution Limit on Owner-Employees................47
         Section 11.3 .  Non-Assignability....................................47
         Section 11.4 .  Employment Non-Contractual...........................48
         Section 11.5 .  Limitation of Rights.................................48
         Section 11.6 .  Merger or Consolidation with Another Plan............48
         Section 11.7 .  Employer to File Reports and Furnish Plan
                         Information..........................................48
         Section 11.8 .  Loss of Qualified Status.............................49
         Section 11.9 .  Gender and Plurals...................................49
         Section 11.10 . Governing Law........................................49
         Section 11.11 . Limitation of Participant Rights.....................49
         Section 11.12 . Allocation of Responsibilities Among Fiduciaries.....49
         Section 11.13 . Payment of Expenses..................................50
         Section 11.14 . Electronic Media.....................................51

ARTICLE 12     TOP-HEAVY PLAN REQUIREMENTS....................................51

         Section 12.1 .  Top-Heavy Status of Employer Plan....................51

ARTICLE 13     AMENDMENT AND TERMINATION......................................54

         Section 13.1 .  In General...........................................54
         Section 13.2 .  Termination of Plan by Employer......................56
         Section 13.3 .  Distribution of Participant Accounts.................57
         Section 13.4 .  Trustee-to-Trustee Transfer..........................57
         Section 13.5 .  Transfer to New Plan by Employer.....................57
          .              Trust Fund to Be Applied Exclusively for
                         Participants and Their Beneficiaries.................58

This plan is a master plan sponsored by the American Bar Retirement Association ("ABRA") for adoption by Employers who desire to establish or continue a tax-qualified retirement plan for themselves and their eligible employees. It is intended to be and to remain qualified under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and shall be interpreted and administered in such manner as shall be necessary to maintain such qualification. This plan is an amendment and restatement of the form of the Plan that was the subject of a favorable opinion letter issued by the Internal Revenue Service on December 16, 1996, provided, however, that:

(i) Section 8.6 of the Plan, to the extent such Section reflects modifications required by the Uniformed Services Employment and Reemployment Rights Act of 1994, shall be effective with respect to individuals reemployed on or after December 12, 1994;

(ii) Sections 4.2(d), 8.5, 6.1(b), 6.2(b)(3) and 11.2 of the Plan and subsections (10) and (28) of Article 2, to the extent such Sections and subsections reflect modifications required or permitted by the Small Business Job Protection Act of 1996, shall be effective for Plan Years beginning after December 31, 1996; and

(iii) Sections 4.2(f), 5.4, 5.5 and 5.6 of the Plan and paragraph
(e) of subsection (10) of Article 2, to the extent such Sections and paragraph reflect other modifications required by the Small Business Job Protection Act of 1996, shall be effective for Plan Years beginning after December 31, 1999.

As used herein the following words and phrases shall have the following respective meanings when capitalized:

as defined in section 3401(a) of the Code and all other payments of compensation to the Employee by the Employer (in the course of the Employer's trade or business) during the Plan Year which is required to reported pursuant to sections 6041(d), 6051(a)(3) and 6052 of the Code. Such wages shall be determined without regard to any provision of section 3401(a) of the Code that limits the amount of remuneration included in wages based on the nature or location of employment or the services performed (such as the exception for agricultural labor contained in section 3401(a)(2) of the Code) paid or made available to a Participant during the Plan Year.

(A) Employer contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed, or Employer contributions under a "simplified employee pension plan" under section 408(k) of the Code to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation;

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

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

(D) Other amounts that received special tax benefits, or contributions made by the Employer (whether under a salary reduction agreement) towards the purchase of an annuity contract described in

section 403(b) of the Code (whether the contributions are excludable from the gross income of the Employee).

(b) In the case of a Self-Employed Individual, the amount of such individual's Earned Income from the Employer.

(c) Compensation shall include only compensation that is actually paid or made available to the Participant during the Plan Year, which shall be the determination period under section 414(s) for the purpose of calculating each Participant's Compensation.

(d) A Participant's Compensation for the Plan Year during which he or she first becomes a Participant shall include only amounts earned since the Entry Date as of which he or she became a Participant.

(e) Notwithstanding the definition selected by the Employer as described in paragraph (a) above, Compensation shall include any amount that would have been paid or made available but for a salary reduction agreement pursuant to section 125, 132(f), 401(k), 402(e)(3), 402(h)(1)(B), 403(b),
408(p)(2)(A)(i), 408(k)(6) and 457 of the Code. If so elected by the Employer in the Adoption Agreement, solely for purposes of calculating or allocating contributions and forfeitures, Compensation shall not include the following (even if includible in gross income): (i) reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits or (ii) bonuses, overtime pay or other forms of compensation specified by the Employer in the agreement; provided that the Minimum Contribution shall be calculated by reference to items described in clause (ii) above regardless of the Employer's election.

(f) The annual Compensation of an Employee taken into account under the Plan shall not exceed $170,000, as adjusted for increases in the cost of living in accordance with section 401(a)(17)(B) of the Code. If Compensation for any prior Plan Year is taken into account in determining a Participant's allocations for the current Plan Year, the Compensation for that prior Plan Year is subject to applicable annual limit in effect for such Prior Plan Year.

132(f), 402(e)(3), 402(h)(1)(B) or 403(b) of the Code, Earned Income shall be determined without regard to any items not includible in gross income for federal income tax purposes or to the deductions related to such items and shall be reduced by any amount which constitutes an Employer contribution to any qualified plan to the extent deductible under section 404 of the Code. Net earnings from self-employment shall be determined after taking into account the deduction allowed to the Employer by section 164(f) of the Code.

For purposes of the Plan, (a) a sole practitioner shall be deemed to be his or her own Employer, and a partnership shall be deemed to be the Employer of each Self-Employed Individual, (b) a partnership or limited liability company that has elected to be classified as an association for federal income tax purposes shall be treated as a corporation and its partners or members, as the case may be, shall be treated as employees and (c) a limited liability company that has elected to be classified as a partnership for federal income tax purposes shall be treated as such and its members shall be treated as Self-Employed Individuals.

(24) ERISA. The Employee Retirement Income Security Act of 1974, as amended. -----

For any Plan Year, a former Employee is a Highly Compensated Employee if he or she was a Highly Compensated Employee (determined based on the elections made by an Employer in the Adoption Agreement applicable for determining whether an Employee is a Highly Compensated Employee as in effect for such Plan Year) during the Plan Year in which he or she terminated employment with an Employer or during any Plan Year ending on or after such Employee's 55th birthday.

The computation of hours of employment and the periods to which hours of employment are credited shall be determined under uniform rules adopted by the Employer in accordance with Department of Labor regulations ss.2530.200b-2(b), (c) and (f). The Hours of Service to be credited to an Employee shall be calculated pursuant to the method elected by the Employer in the Adoption Agreement.

In no event shall more than 501 Hours of Service be credited to an Employee for any single continuous period during which duties are not performed by the Employee.

(34) Life Annuity. An annuity payable for the life of a Participant. ------------

               (47)   Plan Administrator. With respect to each Employer Plan,
the Employer.         ------------------

               (48)   Plan Year. The Employer's fiscal year for all Employer
                      ---------

Plans other than SIMPLE Plans, or the calendar year for any SIMPLE Plan.

receive in cash from the Employer, (ii) is 100% vested when made, and (iii) is only distributable upon such Participant's termination of Service, attainment of Normal Retirement Age, death, Disability.

Service shall be computed in terms of completed years and calendar months, with any fraction of a calendar month treated as one month. Notwithstanding the preceding sentence, Service completed prior to five (5) consecutive Periods of Severance shall be disregarded with respect to an Employee who has no Vested Portion.

For purposes of this subdivision (65), an Employee shall be deemed to be employed by the Employer during (i) any period of absence from employment by an Employer which is of less than twelve months duration, (ii) the first twelve months of any period of absence from employment for any reason other than the Employee's quitting, retiring or being discharged, (iii) any period of absence from employment during which the Employee suffers from a Disability and (iv) any period of absence during which the Employee is in Military Service, provided that the Employee returns to the employ of the Employer within the period prescribed by laws relating to the reemployment rights of persons in military service. In addition, service for any predecessor employer shall be included in a Participant's Service if the Employer maintains the plan of such predecessor employer or if the Employer so elects in the Adoption Agreement.

(71) Trustee. The trustee of the Trust and any successor trustee or trustees. -------

(d) The Employer shall deliver the contributions required pursuant to this Section 4.1 for any Plan Year to the Trustee prior to the due date, including extensions thereof, of the Employer's federal income tax return for the fiscal year of the Employer which ends with such Plan Year.

who are employed by the Employer on the last day of the Plan Year or only certain other categories of Participants). Matching Contributions shall be made no later than the end of the 12-month period immediately following the Plan Year to which such contributions relate. Notwithstanding any Plan provision to the contrary, any Matching Contributions made for any Plan Year to a Safe Harbor Plan or a SIMPLE Plan shall be made in accordance with the provisions in the applicable Adoption Agreement.

(A) The HCE average deferral percentage does not exceed the NHCE average deferral percentage multiplied by 1.25.

(B) The HCE average deferral percentage (i) does not exceed the NHCE average deferral percentage by more than 2 percentage points and (ii) does not exceed two times the NHCE average deferral percentage.

(A) The HCE average contribution percentage does not exceed the NHCE average contribution percentage multiplied by 1.25.

(B) The HCE average contribution percentage (i) does not exceed the NHCE average contribution percentage by more than 2 percentage points and (ii) does not exceed two times the NHCE average contribution percentage.

(A) The "actual deferral percentage test" means the tests set forth in paragraphs (A) and (B) of subsection (1) of this Section relating to Elective Contributions.

(B) The "HCE average deferral percentage" for a Plan Year is the percentage determined for the group of Eligible Employees who are eligible to make Elective Contributions for such Plan Year and who are Highly Compensated Employees for such Plan Year. Such percentage shall be equal to the average of the ratios, calculated separately for each such Eligible Employee to the nearest one-hundredth of 1 percent, of the Elective Contributions for the benefit of such Eligible Employee for the current Plan Year (if any) to the total compensation for the current Plan Year paid to such Eligible Employee.

(C) The "NHCE average deferral percentage" for a Plan Year is the percentage determined for the group of Eligible Employees who are eligible to make Elective Contributions for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) and who were not Highly Compensated Employees for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement). Such percentage shall be equal to the average of the ratios, calculated separately for each such Eligible Employee to the nearest one-hundredth of 1 percent, of the Elective Contributions for the benefit of such Eligible Employee for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) (if any) to the total compensation for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) paid to such Eligible Employee.

(D) The "actual contribution percentage test" means the tests set forth in paragraphs (A) and (B) of subsection (2) of this Section relating to Post-Tax Employee Contributions and Matching Contributions.

(E) The "HCE average contribution percentage" for a Plan Year is the percentage determined for the group of Eligible Employees who are eligible to make Post-Tax Employee Contributions for such Plan Year or share in an allocation of Matching Contributions for such Plan Year (or both) and who are Highly Compensated Employees for such Plan Year. Such percentage shall be equal to the average of the ratios, calculated separately for each such Employee to the nearest one-hundredth of 1 percent, of the sum of the Post-Tax Employee Contributions made by such Eligible Employee for the current Plan Year, the Matching Contributions made for the benefit of such Eligible Employee for the current Plan Year and, in the Employer's sole discretion, to the extent permitted by Income Tax Regulations, some or all of the Elective Contributions made during the current Plan Year for the benefit of such Eligible Employee (if any) to the total compensation for the current Plan Year paid to such Eligible Employee.

(F) The "NHCE average contribution percentage" for a Plan Year is the percentage determined for the group of Eligible Employees who are eligible to

make Post-Tax Employee Contributions for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) or share in an allocation of Matching Contributions for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) (or both) and who were not Highly Compensated Employees for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement). Such percentage shall be equal to the average of the ratios, calculated separately for each such Eligible Employee to the nearest one-hundredth of 1 percent, of the sum of the Post-Tax Employee Contributions made by such Eligible Employee for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement), the Matching Contributions made for the benefit of such Eligible Employee for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) and, in the Employer's sole discretion, to the extent permitted by Income Tax Regulations, some or all of the Post-Tax Employee Contributions made during the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) for the benefit of such Eligible Employee (if any) to the total compensation for the immediately preceding Plan Year (or the current Plan Year if so elected by the Employer in the Adoption Agreement) paid to such Eligible Employee.

(G) The "aggregate limit" shall equal the greater of (A) the sum of (i) 1.25 times the greater of the NHCE average deferral percentage or the NHCE average contribution percentage plus (ii) the lesser of (a) the sum of 2 percentage points and the lesser of the NHCE average deferral percentage or the NHCE average contribution percentage and (b) 200% of the lesser of the NHCE average deferral percentage or the NHCE average contribution percentage; or (B) the sum of (i) 1.25 times the lesser of the NHCE average deferral percentage or the NHCE average contribution percentage plus (ii) 2 percentage points plus the greater of (a) the NHCE average deferral percentage or (b) the NHCE average contribution percentage, but not greater than 200% of the greater of (a) and (b) above.

(H) The term "compensation" shall have the meaning set forth in section 414(s) of the Code or, in the discretion of the Employer, any other meaning in accordance with the Code for these purposes.

(I) If the Plan and one or more other plans of the Employer to which elective deferrals or qualified nonelective contributions (as such term is defined in section 401(m)(4)(C) of the Code) are made are treated as one plan for purposes of section 410(b) of the Code, such plans shall be treated as one plan for purposes of this Section.

(J) For the first Plan Year in which the Employer permits any Participant to make Elective Contributions, Post-Tax Employee Contributions, or receive Matching Contributions under an Employer Plan which is not a successor plan, for purposes of the actual deferral percentage test or the actual contribution percentage test (or both) the prior Plan Year's NHCE average deferral percentage

and NHCE average contribution percentage shall be three (3) percent, unless the Employer elects in the Adoption Agreement to use the current Plan Year's percentages.

income or loss allocable to any such reductions to be so distributed or forfeited shall be determined in the same manner as income or loss allocable to Excess Elective Contributions are determined under Section 4.2(e)(2), except that, if different, the Plan Year shall be used instead of the calendar year. The amount of Elective Contributions to be distributed to a Participant hereunder shall be reduced by any excess deferrals previously distributed to such Participant pursuant to paragraph
(e)(2) below in order to comply with the limitations of section 402(g) of the Code. The unadjusted amount of any such reductions so or distributed shall be treated as "annual additions" for purposes of Article 5 relating to the limitations under section 415 of the Code.

different, the Plan Year shall be used instead of the calendar year. The unadjusted amount of any such reductions so distributed or forfeited shall be treated as "annual additions" for purposes of Article 5 relating to the limitations under section 415 of the Code.

for the calendar year in which such contributions were made ("Excess Elective Contributions"), such Participant shall, pursuant to such rules and at such time following such calendar year as determined by the Employer, be allowed to submit a written request that the Excess Elective Contributions plus any income and minus any loss allocable thereto shall be distributed to him or her. The request shall be accompanied by the Participant's written statement that if such Excess Elective Contributions are not distributed, such Excess Elective Contributions, when added to amounts deferred under other plans or arrangements described under section 401(k), 408(k), 408(p) or 403(b) of the Code will exceed the limit for such Participant under section 402(g) of the Code. A distribution of Excess Elective Contributions, plus earnings, shall be made no later than the April 15 of the calendar year following the calendar year for which such Excess Elective Contributions were made. The amount of any income or loss allocable to such Excess Elective Contributions shall equal the amount of income or loss allocable for such calendar year to the Participant's Accounts for such calendar year and for the period between the end of the calendar year and the date of distribution, multiplied by a fraction, the numerator of which is the amount of such Excess Elective Contributions and the denominator of which is the balance of the Participant's Accounts as of the last day of such calendar year without regard to any income or loss for such calendar year.

Amounts distributed pursuant to this subsection (e) shall first be treated as distributions from the Participant's 401(k) Salary Deferral Account to the extent thereof and then as distributions from the Participant's Matching Contribution Account to the extent such Excess Elective Contributions exceed the balance of the Participant's Elective Contributions Account. Notwithstanding the provisions of this paragraph, any such Excess Elective Contributions shall be treated as "annual additions" for purposes of Article 5.

Contributions made if such Matching Contributions (i) are not made with respect to Elective Contributions or Post-Tax Employee Contributions in excess of 6% of a Participant's Compensation; (ii) are not made for any Participant who is a Highly Compensated Employee at any rate of Elective Contributions or Post-Tax Employee Contributions at a rate greater than that for any Participant who is a Non-Highly Compensated Employee; (iii) are not made in a manner which provides a higher rate of match as a Participant's rate of Elective Contributions or Post-Tax Employee Contributions increases and (iv) if discretionary, are not made on behalf of any Participant for a Plan Year in excess of 4% of such Participant's Compensation.

If the Employer Plan permits Post-Tax Employee Contributions pursuant to Section 4.3, notwithstanding any deemed satisfaction of the actual contribution percentage test with respect to Matching Contributions, the actual contribution percentage test described in Section 4.2(d)(2) shall be applied with respect to such Post-Tax Employee Contributions.

Any contribution made by the Employer by reason of a good faith mistake of fact, or the portion of any contribution made by the Employer which exceeds the maximum amount for which a deduction is allowable to the Employer for federal income tax purposes by reason of a good faith mistake in determining the maximum allowable deduction, shall, upon the request of the Employer, be returned by the Trustee to such Employer. The Employer's request and the return of any such contribution must be made within one (1) year after such contribution was mistakenly made or after the deduction of such excess portion of such contribution was disallowed, as the case may be. The amount to be returned to the Employer pursuant to this paragraph shall be the excess of (i) the amount contributed over (ii) the amount that would have been contributed had there not been a mistake of fact or a mistake in determining the maximum allowable deduction. Earnings attributable to the mistaken contribution shall not be returned to the Employer, but losses attributable thereto shall reduce the amount to be so returned. If the return to the Employer of the amount attributable to the mistaken contribution would cause the balance of any Participant's Accounts as of the date such amount is to be returned (determined as if such date coincided with the close of the Plan Year) to be reduced to less than what would have been the balance of such Accounts as of such date had the mistaken amount not been contributed, the amount to be returned to the Employer shall be limited so as to avoid such reduction.

All such accounts and subaccounts shall be for accounting purposes only, and there shall be no segregation of assets of the Trust or of any separate Investment Options among the separate accounts.

Trustee and shall remain in effect until the Participant changes such designation in accordance with the rules established by the Trustee. Any contribution for which the Trustee does not receive an investment election shall be invested in the Investment Option designated by the Employer in the Adoption Agreement for this purpose. The Trustee shall maintain individual accounts for each Participant that reflect the amount in each Investment Option attributable to each of his or her Accounts. A Participant who has elected to invest all or a portion of his or her Accounts in the Investment Option designated the Self-Managed Account shall be entitled to appoint an agent and attorney-in-fact with full discretion, power and authority who shall direct the Trustee, upon written proof of such appointment, regarding the purchase and sale of securities thereunder.

(1) If the Employer maintains any other Qualified Plan or "simplified employee pension plan" (as defined in section 408(k) of the Code) that provides integrated contributions or benefits for any of the same Participants, Employer contributions pursuant to Section 4.1 under the Employer Plan (and forfeitures, if applicable) shall not be integrated with Employer contributions for Old-Age, Survivors and Disability Insurance. Employer contributions (and forfeitures, if applicable) shall be allocated to each Participant who either (i) is credited with at least 501 Hours of Service during the Plan Year or (ii) is employed by the Employer on the last day of the Plan Year in the ratio that such Participant's total compensation bears to the total compensation of all Participants.

(2) If the Employer elects to integrate Employer contributions and adopts only one Employer Plan, allocation of such Employee contributions (and forfeitures, if applicable) shall be made pursuant to the allocation procedures described in paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) below.

(3) If the Employer elects to integrate Employer contributions and adopts more than one Employer Plan, the Employer shall specify in the Adoption Agreement which Employer Plan shall be integrated. Paragraphs (d)(1),
(d)(2) and (d)(3) shall apply only to the allocation of Employer contributions (and forfeitures, if applicable), under the integrated Employer Plan, and paragraph (d)(4) below shall apply to the allocation of Employer contributions (and forfeitures, if applicable), under each Employer Plan.

(4) If the Employer does not elect to integrate Employer contributions and adopts only a Profit Sharing Plan, other than a Safe Harbor Plan, or a Defined Contribution Pension Plan, paragraphs (d)(1) and (d)(4) below shall apply.

(5) If the Employer does not elect to integrate Employer contributions and adopts both a Profit Sharing Plan and a Defined Contribution Pension Plan, Employer Contributions designated as Minimum Contributions under
Section 12.1 (and forfeitures, if applicable) shall be allocated pursuant to paragraph (d)(1) below and all other Employer contributions shall be allocated pursuant to paragraph (d)(4) below.

(6) If the Employer adopts a Safe Harbor Plan, Employer contributions pursuant to this Section 4.1 (and forfeitures, if applicable) shall be allocated pursuant to paragraph (d)(4) below.

(1) "Cumulative Permitted Disparity Limit" means 35 years credited to a Participant for allocation or other accrual purposes under this Plan, any other Qualified Plan or "simplified employee pension plan" (as defined in section 408(k) of the Code) (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 a Participant has not benefited under a Qualified Plan that is a defined benefit plan or a Target Benefit Plan for any year beginning on or after January 1, 1994, the Participant has no cumulative disparity limit. For purposes of this paragraph (e)(1), a Participant shall be treated as "benefiting" for any Plan Year during which the Participant received or is deemed to receive an allocation in accordance with section 1.410(b)-3(a) of the Income Tax Regulations.

(2) "Integration Level" means the "Taxable Wage Base," as defined below, or such lesser amount elected by the Employer in the Adoption Agreement.

(3) "Taxable Wage Base" or "TWB" means the contribution and benefit base in effect under section 230 of the Social Security Act at the beginning of the Plan Year.

(4) "Maximum Disparity Rate" means the lesser of:

(i) 2.7%; and

(ii) the following applicable percentage:

(A) If the Integration Level is less than the greater of $10,000 and 20% of the TWB, then the applicable percentage shall be 2.7%.

(B) If the Integration Level is more than the greater of $10,000 and 20% of the TWB but less than 80% of the TWB, then the applicable percentage shall be 1.3%

(C) If the Integration Level is more than 80% of the TWB but less than 100% of the TWB, then the applicable percentage shall be 2.4%.

(a) the aggregate "annual additions," as defined below in
Section 5.6, to such Accounts and to the Participant's accounts in all other defined contribution plans maintained by the Employer and all Related Employers, except that "more than 50 percent" shall be substituted

(b) only with respect to Plan Years commencing prior to January 1, 2000, the sum of (A) and (B) below shall not exceed 1.

(A) The sum of the separate amounts determined as follows for each Plan Year during which the Participant shall have participated in the Plan or in any other defined contribution plans maintained by the Employer and all Related Employers (computed as of the close of the Plan Year for which such computations are made):

(I) the aggregate annual additions to the Participant's accounts in all of such plans for each such Plan Year, divided by

(II) the lesser of (i) 125 percent (125%) of the maximum dollar amount under section 415(c)(1)(A) of the Code, and (ii) 35 percent (35%) of the Participant's Compensation, for each such Plan Year, respectively.

(B) The aggregate projected annual benefit of the Participant under all defined benefit plans maintained by the Employer and all Related Employers (determined as of the close of the Plan Year for which such computations are made) divided by the lesser of:

(I) 125 percent (125% of the maximum dollar limitation contained in section 415(b)(1)(A) of the Code (as adjusted for increases in the cost-of-living pursuant to section 415(d) of the Code), and

(II) 140 percent (140%) of the average of the Participant's Compensation for the three consecutive calendar years of his or her participation in such defined benefit plans during which his or her Compensation was the highest.

For purposes of this subsection (b), "projected annual benefit" shall mean 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 such plan assuming: (i) the Participant will continue employment under normal retirement age under the plan (or current age, if later) and (ii) the participant's compensation for the Plan Year for which the computations are made and all other relevant factors used to determine benefits under the plan will remain constant for all future Plan Years.

(i) the total excess amount allocated as of such date, and

(ii) the ratio of (x) the annual additions allocated to the Participant's Accounts for the Plan Year as of such date under this Plan to (y) the total annual additions allocated to the Participant's Accounts for the Plan Year under this Plan and all the other defined contribution plans.

(i) the amount of the allocations made to such Participant's Accounts,

(ii) the amount of all other employer contributions (within the meaning of section 415(c) of the Code) and forfeitures, if any, allocated to such Participant's accounts under all other defined contribution plans maintained by the Employer,

(iii) the amount of contributions by the Participant to any such plan (but excluding any rollover contribution made to any such plan),

(iv) amounts allocated on behalf of the Participant to any individual medical benefit account (as defined in section 415(l) of the Code) which is part of a pension or annuity plan maintained by the employer;

(v) the amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a Key Employee (as defined in Section 12.1(c)) under a welfare benefit fund (as defined in section 419(e) of the Code) maintained by the employer, and

(vi) amounts allocated under a simplified employee pension (as defined in section 408(k) of the Code).

For purposes of this Article 5, the term "defined contribution plan" shall have the meaning set forth in section 415 of the Code.

(1) on or after the Participant's attainment of Normal Retirement Age;

(2) on account of the Participant's death or Disability; and

(3) after the Participant has completed the number of years of Service specified in the vesting schedule elected by the Employer in the Adoption Agreement entitling the Participant to 100% of his or her Employer Account and Matching Contribution Account.

percentage shall be determined by reference to the number of the Participant's
years of Service at the date of the Participant's termination of Service in
accordance with one of the following schedules as specified in the Adoption
Agreement:

--------------------------------------------------------------------------------------------------
Years of                                                    Schedule       Schedule       Schedule
Service                                                        A              B             C
----------                                                 ---------      ---------       -------
--------------------------------------------------------------------------------------------------
Less than two years                                            0%             0%             0%
--------------------------------------------------------------------------------------------------
Two years but less than three years                          100%            20%             0%
--------------------------------------------------------------------------------------------------
Three years but less than four years                         100%            40%           100%
--------------------------------------------------------------------------------------------------
Four years but less than five years                          100%            60%           100%
--------------------------------------------------------------------------------------------------
Five years but less than six years                           100%            80%           100%
--------------------------------------------------------------------------------------------------
Six years or more                                            100%           100%           100%
--------------------------------------------------------------------------------------------------

The balance of the Participant's Employer Account and Matching Contribution Account shall be charged to such account and forfeited. Such forfeiture shall occur as of the earlier of the Participant's receipt of the Vested Portion and the completion of a Period of Severance of at least five (5) years. For purposes of the preceding sentence, if a Participant's Vested Portion is 0%, such Participant shall be deemed to have received a distribution of his or her Employer Account and Matching Contribution Account as of the date of his or her termination of Service. If such Participant is reemployed prior to incurring five (5) consecutive Break in Service Years, such forfeiture shall be reinstated as prescribed in Section 8.3(b). The forfeiture shall be calculated on the basis of the Vested Portion and the value of the Accounts on the first Business Day of the first calendar month on or after the later of (i) the date the forfeiture occurs or (ii) the date of Notice to the Trustee of the forfeiture, provided, that the later of these two events occurs in the first 15 days of a month; otherwise the amount shall be calculated as of the first Business Day of the second calendar month following the later of the two events.

Subject to the limitations of Article 5, amounts forfeited by Participants during any Plan Year, together with earnings on such amounts after forfeiture, shall be invested in the Investment Option designated by the Employer in the Adoption Agreement for this purpose until reallocated in accordance with this Section and Section 8.3(b). Once a forfeiture has occurred, it shall be reallocated among eligible Participants or used to reduce Employer contributions at the time and in the manner elected by the Employer in the Adoption Agreement. However, any forfeitures arising under a Defined Contribution Pension Plan or a Target Benefit Plan must be used to reduce Employer contributions for the following Plan Year.

Forfeitures arising under Section 4.2(d) shall also be reallocated in accordance with this Section, except that such forfeitures shall not be reallocated to the Accounts of Participants who at that time are Highly Compensated Employees.

(1) By payment in a single lump sum equal to the Participant's Vested Portion or such lesser amount specified by the Participant.

(2) By payment in a series of substantially equal monthly, quarterly, semi-annual or annual installment payments, such that the period of payment is projected as of the date of the first payment to be a period of at least 36 months. Such level payments shall continue until the Participant's Vested Portion is exhausted with the final payment being equal to the Participant's remaining balance of his or her Vested Portion.

(3) By payment in a series of monthly, quarterly, semi-annual or annual installment payments made over a specified period of at least 36 months duration designated by the Participant. The amount applied to provide payment in this form shall be invested in the Investment Option(s) designated by the Participant and the amount of each payment shall be determined by dividing the Participant's Vested Portion invested in such Investment Option(s) by the number of installments remaining to be paid in the payment period designated by the Participant, so that the Participant's Vested Portion is exhausted as of the end of such period.

(4) Only to the extent the Employer Plan under which a distribution is to be made is not a Profit Sharing Plan, by payment as a fixed or variable annuity providing monthly payments, based on the amount applied to provide the annuity. The forms of annuity available on a fixed or variable basis shall be the Life Annuity, the Life Annuity-Period Certain, the Joint and Survivor Annuity and the Joint and Survivor Annuity-Period Certain. The forms of annuity available only on a fixed basis shall be the Qualified Joint and Survivor Annuity and the Cash Refund Annuity. Any annuity contract under which a Participant's Vested Portion is distributed shall be nontransferable and shall comply with the requirements of the Plan.

A Participant may elect to receive installment payments under paragraph (2) or (3) of this subsection (a) but not under both paragraphs simultaneously. A Participant who elects level installment payments under paragraph (2) may at a later date change that election (subject to Sections 6.2(b)(2) and 6.3) (i) to increase or decrease the amount of each payment (provided that after such change the projected payment period calculated as of the date payments first began shall not be less than 36 months) or (ii) to request payment of all or any portion of the balance of his or her Vested Portion in a single sum. A Participant who elects installment

payments under subsection (3) may at a later date change that election (subject to Sections 6.2(b)(2) and 6.3) (i) to increase or decrease, but not to less than 36 months, the specified period of the installment payments or (ii) to request payment of all or any portion of the balance of his or her Vested Portion in a single sum. A change in benefit election shall be effective in accordance with the rules established by the Trustee. No more than one benefit change shall be permitted in any calendar year.

(1) unless the Participant elects otherwise, distribution of a Participant's Vested Portion shall begin no later than 60 days after the end of the Plan Year which contains the latest of the Participant's (i) 65th birthday, (ii) termination of Service and (iii) 10th anniversary of the date he or she commenced participation in the Employer Plan;

(2) distributions commencing after the Participant's death shall be completed within five (5) years after the death of the Participant, except that (i) if the Participant's Beneficiary is the Participant's spouse, distribution may be deferred until the date on which the Participant would have attained age 70 1/2 had he or she survived and (ii) if the Participant's Beneficiary is a natural person other than the Participant's spouse and distributions commence not later than one (1) year after the Participant's death, such distributions may be made over a period not longer than the life expectancy of such Beneficiary. If at the time of the Participant's death, distribution of the Participant's benefit has commenced, the remaining portion of the Participant's benefit shall be paid in the manner elected by the Participant's Beneficiary, but at least as rapidly as was the method of distribution being used prior to the Participant's death; and

(3) with respect to a Participant who continues in employment after attaining age 70 1/2, distribution of the Participant's Vested Portion shall commence no later than the Participant's required beginning date; provided, however, that a Participant who made a valid election under section 242(b) of the Tax Equity and Fiscal Responsibility Act of 1982 shall commence distribution of his or her Vested Portion in accordance with such election. For purposes of this paragraph, except as otherwise provided in an Adoption Agreement, the term "required beginning date" shall mean (i) with respect to a Participant who is a 5%-owner, April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2 and (ii) with respect to any other Participants, April 1 of the calendar year following the calendar year in which the Participant terminates Service. A Participant is treated as a 5%-owner for purposes of this Section if such Participant is a 5-percent owner as defined in section 416(i) of the Code (determined in accordance with section 416 but without regard to whether the Employer Plan is Top-Heavy) at any time during the Plan Year in which such owner attains age 66 1/2 or any subsequent year. Once distributions have begun to a 5%-owner under this Section, they must continue to be distributed, even if the Participant ceases to be a 5%-owner in a subsequent year.

All distributions made pursuant to this subsection (b) shall be made in accordance with section 401(a)(9) of the Code and the Income Tax Regulations promulgated thereunder. Notwithstanding any provision of the Plan to the contrary with respect to distributions under the Plan made in calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Code in accordance with the proposed Income Tax Regulations promulgated under section 401(a)(9) of the Code issued in January 2001. The application of such minimum distribution requirements shall continue in effect until the end of the last calendar year beginning before the effective date of the final Income Tax Regulations promulgated under section 401(a)(9) of the Code or such other date specified in guidance published by the Internal Revenue Service.

The failure of a Participant (and spouse, if applicable) to consent to a distribution when immediately distributable, within the meaning of
Section 6.1, shall be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section.

(1) The Employer Plan may not accept a transfer of assets from any Qualified Plan that has been subject to the survivor annuity requirements of sections 401(a)(11) and 417 of the Code.

(2) Each Participant's sole Beneficiary shall be his or her surviving spouse, unless (i) the spouse consents to the naming of a different or additional Beneficiary in a manner that satisfies the rules of subsection (b) for spousal consent to a Participant's waiver of the Qualified Joint and Survivor Annuity (or one of the circumstances in which no such consent is required applies).

(3) In the case of a Participant who does not elect any distribution to which such Participant becomes entitled upon termination of Service under Section 6.2(a), distribution shall be made to such Participant by payment in a lump sum pursuant to paragraph (1) of such Section.

explanation is so mailed or delivered. Notwithstanding this subsection (b)(4), a Participant may elect, with the applicable spousal consent as provided in subsection
(b)(5) below, to waive the requirement that the written notice be provided no less than 30 days before the Annuity Starting Date provided that the Annuity Starting Date is more than 7 days after the written notice is provided.

shall not be entitled to elect to have an amount less than the total amount of such distribution transferred pursuant to this subsection (i) unless such portion so rolled over equals at least $500. For purposes of this subsection, the term "distributee" shall mean (i) a Participant, (ii) an alternate payee (within the meaning of section 414(p)(8) of the Code) with respect to a Participant under a qualified domestic relations order or (iii) a surviving spouse of a Participant.

Employer Plan on the date on which such loan was made, or (2) one-half of the Vested Portion of the borrower's Accounts.

If the value of the Participant's 401(k) Salary Deferral Account at the time of the hardship withdrawal is less than its value as of the last day of the last Plan Year ending before July 1, 1989, the Participant may withdraw from his or her 401(k) Employer Account an amount equal to the difference between (i) the value of the Participant's 401(k) Salary Deferral Account

at the time of the hardship withdrawal and (ii) the value of the Participant's
401(k) Salary Deferral Account as of the last day of the last Plan Year ending before July 1, 1989. However, the amount that can be distributed cannot exceed the value of the combined assets in the Participant's 401(k) Salary Deferral Account and 401(k) Employer Account.

The amount that may be withdrawn because of hardship cannot exceed the aggregate contributions, less any amount previously withdrawn, made by the Participant to his or her 401(k) Salary Deferral Account, plus any earnings on such amounts allocable as of the last day of the last Plan Year ending before July 1, 1989. A distribution shall be deemed necessary to satisfy an immediate and heavy financial need of the Participant if all the following requirements are satisfied:

(i) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant (which may include any amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution).

(ii) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer.

(iii) The Participant's Elective Contributions and Post-Tax Employee Contributions to this Plan are suspended for 12 months under this Employer Plan, and for at least 12 months under other Qualified Plans and nonqualified plans of deferred compensation maintained by the Employer, after the receipt of the hardship distribution.

(iv) The Participant may not make Elective Contributions to this Plan and all other Qualified Plans of the Employer for the Participant's taxable year immediately following the taxable year of the hardship distribution in excess of the dollar limitation of section 402(g) of the Code for such next taxable year less the amount of such Participant's Elective Contributions for the taxable year of the hardship distribution.

(i) The Participant must first take all available withdrawals from his or her Post-Tax Employee Contribution Account under Section 7.3.

(ii) The Participant must demonstrate that the withdrawal is necessary to satisfy an "immediate and heavy financial need," as defined in subsection (a).

(iii) The Participant must demonstrate that the amount of the withdrawal does not exceed the amount of the immediate and heavy financial need (which may include any amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution).

Investment Options from which each withdrawal is to be made and the dollar amount applicable to each Investment Option. In no event, however, may amounts be withdrawn from a particular Investment Option in violation of (i) the Collective Trust, (ii) the Trust, (iii) any insurance contract in which Trust assets are invested, or (iv) any contract(s) entered into between ABRA and State Street. In addition, a withdrawal under this Section shall be subject to restrictions set forth in the Trust and to rules and procedures established by the Trustee. Withdrawals under this Section shall be subject to the spousal consent requirements of Section 6.3(b), if applicable.

(a) If an Eligible Employee incurs a Break in Service before he or she had satisfied the participation requirements set forth in Article 3, his or her prior Years of Eligibility Service before such Break in Service shall be included and he or she shall become eligible to become a Participant in accordance with Article 3. Notwithstanding the foregoing sentence, if the Employer elects in the Adoption Agreement that Participants will vest in accordance with Schedule A under Section 6.1 (or a vesting schedule at least as favorable as Schedule A), then if an Eligible Employee incurs a Break in Service Year before satisfying the participation requirements of Article 3, his or her Years of Eligibility Service before such Break in Service Year shall not be taken into account.

(b) If an Eligible Employee whose employment was terminated after he or she had satisfied the participation requirements set forth in Article 3 and prior to becoming a Participant is reemployed by the Employer as an Eligible Employee, he or she shall become a Participant on the date of his or her reemployment.

be restored to a Participant's Employer Account or Matching Contribution Account shall be taken from any forfeitures that have not been reallocated under Section 6.1 and, if the amount of forfeitures available for this purpose is insufficient, the Employer shall make a timely supplemental contribution of an amount sufficient to enable the Trustee to restore the forfeiture to the Participant's Accounts.

during the period beginning on the date of such Participant's reemployment and ending on the earlier of:

(i) the end of the period equal to the product of three and such Participant's period of qualified military service, and

(ii) the fifth anniversary of the date of such reemployment.

Such Participant shall not be permitted to contribute make up participant contributions to the Plan in excess of the aggregate amount which the Participant could have elected to have made under the Plan in the form of Elective Contributions and Post-Tax Employee Contributions if the Participant had continued in active employment with his or her Employer during such period of qualified military service. If the applicable Employer Plan provides for Post-Tax Employee Contributions, the Participant shall have a right to designate whether any such make-up contributions will be treated as Elective Employee Contributions or Post-Tax Employee Contributions for purposes of this Section. The manner in which a Participant may elect to contribute make up participant contributions pursuant to this subsection (a) shall be prescribed by the Employer.

For purposes of determining the amount of contributions to be made under this Section, a Participant's "Base Pay" during any period of qualified military service shall be determined in accordance with section 414(u) of the Code. Any contributions made by a Participant or an Employer pursuant to this Section on account of a period of qualified military service in a prior Plan Year shall not be subject to the limitations prescribed by Sections 4.2(e), 4.5 and 5.4 of the Plan (relating to sections 402(g), 404 and 415 of the Code) for the Plan Year in which such contributions are made. The Plan shall not be treated as failing to satisfy the nondiscrimination rules of Section 4.2(d) of the Plan (relating to sections 401(k)(3) and 401(m) of the Code) for any Plan Year solely on account of any make up contributions made by a Participant or an Employer pursuant to this Section.

corporation or other entity to carry out any of its responsibilities with respect to administration of the Plan. The Employer shall have the duty and authority to interpret and construe, in its sole discretion, the terms of the Plan in regard to all questions of eligibility, the status and rights of Participants, distributees and other persons under the Plan, and the manner, time, and amount of payment of any distribution under the Plan. Benefits under the Plan shall be paid only if the Employer, as Plan Administrator, decides in its discretion that the Participant or Beneficiary is entitled to such benefits.

transmitted either when delivered to such location as shall be specified upon the forms prescribed by the Trustee for the giving of such directions, notices and other communications.

Any action by the Employer under the Plan and any information, notice, direction, or certification from the Employer to ABRA shall be evidenced by a written instrument, in such form as ABRA may prescribe, signed on behalf of the Employer by such designated person or persons. ABRA may rely upon any such instrument which ABRA considers genuine and to have been signed and presented by the proper persons.

In the event that the Employer shall be reorganized by way of merger, consolidation, transfer of assets or otherwise, so that another entity other than the Employer shall succeed to all or substantially all of the Employer's business, such successor entity may be substituted for the Employer under the Plan by adopting the Plan and becoming a party to the Adoption Agreement. If, within 30 days following the effective date of any such reorganization, such successor entity shall not have elected to become a party to the Plan, or if the Employer shall adopt a plan of complete liquidation other than in connection with a reorganization, the Plan shall be automatically terminated with respect to employees of the Employer as of the close of business on the 30th day following the effective date of such reorganization or as of the close of business on the date of adoption of such plan of complete liquidation, as the case may be, and the Employer shall direct the Trustee to distribute the Trust account in the manner provided Article 13.

top-heavy provisions of section 416 of the Code shall be applied to paired plans as described in Section 3.1(d) as if they were a single plan.

(1) The Employer shall not fail to make the Minimum Contribution under one of the paired plans for a Plan Year solely because it has made the Minimum Contribution to the other paired plan for the same Plan Year; or

(2) The Employer's elections in each Adoption Agreement for such paired plans shall be designed to benefit the same Participants under each of such paired plans, and the Employer shall not be required to make the Minimum Contribution under both paired plans. As a result, the Employer shall, under the relevant Adoption Agreements, make identical elections with respect to minimum participation requirements, entry dates and the eligibility of Participants to make, receive or share in contributions.

In the event the same Participants under each of such paired plans do not benefit under each such paired plan, clause (1) of this subsection (a) shall apply notwithstanding the Employer's elections in each of the Adoption Agreements.

(1) The Employer shall make the Safe Harbor Contributions to the paired plan that includes the cash or deferred arrangement under section 401(k) of the Code; or

(2) The Employer's elections in each Adoption Agreement for such paired plans shall be designed to benefit the same Participants under each of such paired plans by making, under the relevant Adoption Agreements, identical elections with respect to minimum participation requirements, entry dates and the eligibility of Participants to make, receive or share in contributions; provided, however, that the paired plans have identical Plan Years.

Plan shall be liable for, or subject to, any obligation or liability of such Participant or Beneficiary, including claims for alimony or the support of any spouse except as provided below.

plan description within 90 days after such person becomes a Participant and a copy of each Plan amendment within 210 days after the end of the Plan Year in which such amendment is adopted. Every fifth year, the Employer shall furnish each Participant with a copy of an updated summary plan description which integrates all amendments made since the last updated summary plan description was furnished. Within 210 days after the close of each Plan Year, the Employer shall furnish each Participant a fair summary of the information contained in the latest annual report filed with the Secretary of Labor, including a statement of the assets and liabilities of the custodial account aggregated by categories and valued at their current value and the same data displayed in comparative form for the previous Plan Year, together with a statement of receipts and disbursements during the Plan Year covered by the latest annual report aggregated by general sources and applications. The Employer shall also file with the Secretary of the Treasury or his or her delegate such returns and reports as to the administration of the Plan, at such times and in such form, as may be required at the time of reference under sections 6057 and 6058 and other applicable sections of the Code and regulations. As used in this Section, the term "Participant" shall also include and refer to the beneficiaries of a Participant who are entitled to receive benefits under the Plan at the time of reference, each of whom shall be considered to have become a Participant for purposes of this Section at the time he first receives benefits.

Section 11.8. Loss of Qualified Status. If an Employer Plan as
------------- ------------------------S adopted by an Employer fails, for any reason, to retain its status as a qualified plan under section 401 of the Code, such Employer Plan shall be considered to be an individually designed plan and to no longer be a part of the Plan.

The Plan Administrator shall have the duties with respect to the Employer Plan provided under Article 9. In addition, the Plan Administrator shall have the sole responsibility for the administration of the Employer Plan.

The Trustee shall have the sole responsibility for the administration of the Trust and the management of the assets under the Trust, which responsibility may also be delegated in whole or in part to one or more Investment Managers in accordance with procedures set forth in the Trust. The Trustee shall be responsible only for the Trust assets that it manages. If the Trustee or ABRA appoints one or more Investment Managers, the Investment Manager shall have the sole responsibility for management of the Trust assets with respect to which it has been appointed. To the extent that Trust assets are allocated to one or more separate accounts of an insurance company, such insurer shall be the Investment Manager with respect to those assets. The Trustee shall be responsible for such administration of the Plan as is delegated to it by means of a group annuity contract (or other agreement) and an administrative agreement. The Trustee shall also have the sole authority to appoint an investment advice provider for purposes of providing investment advice to Participants. ABRA shall have the sole responsibility to select, contract with, review the performance of, and remove the Trustee (subject to the terms of applicable agreements), while the Trustee and ABRA shall each have the sole responsibility to select, contract with, review the performance of, and remove, certain of the Investment Managers (in accordance with the terms of applicable agreements) and the Trustee shall have the sole responsibility to select, contract with, review the performance of, and remove an investment advice provider (in accordance with the terms of applicable agreements).

Each Fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan and Trust, as the case may be, authorizing or providing for such direction, information or action. Furthermore, each Fiduciary may rely upon any such direction, information or action of another Fiduciary as being proper under the Plan and Trust, and is not required under the Plan or the Trust to inquire into the propriety of any such direction, information or action, except that each Fiduciary shall not be relieved from liability for a breach of fiduciary responsibility by a co-Fiduciary under section 405(a) of ERISA. It is intended under the Plan and the Trust that each Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan and Trust.

To the extent that the Participants direct the investment of their Accounts, section 404(c) of ERISA is intended to apply and, to the extent applicable, shall apply, and neither the Trustee nor ABRA shall be liable for any loss that results from the Participants' exercise of investment control.

However, the Employer may reimburse the Trust for any administrative expenses described above. Any administrative expense paid to the Trust as a reimbursement shall be subject to the allocation rules contained in the third sentence of this Section, and shall not be considered an Employer contribution to the Plan.

For purposes of this Article, the following terms shall be defined as follows:

(i) Except as otherwise provided under subsections
(iii) and (iv), if the Employer has elected to make an integrated contribution pursuant to Section 5.2(c), the Employer contributions (under Article 4) and forfeitures (under Article 6) allocated on behalf of each Participant shall not be less than 3% of the Participant's Compensation (or, if less, and if the Employer has no defined benefit plans that are qualified under section 401(a) of the Code that designate the Employer Plan to satisfy the minimum contribution/benefit requirements of section 416 of the Code, the highest percentage of Employer contributions and forfeitures, as a percentage of the Key Employee's Compensation, allocated on behalf of any Key Employee for that Plan Year). The Minimum Contribution shall be determined without regard to Social Security contributions, Elective Contributions and Matching Contributions. However, if the Employer has not elected to make an integrated contribution pursuant to Section 5.2(c), then the Minimum Contribution shall only be made to each Participant who is not a Key Employee.

(ii) The Minimum Contribution shall be allocated on behalf of a Participant even though, under other Plan provisions, the Participant would not otherwise be entitled to receive an allocation (or would have received a lesser allocation) for the Plan Year because the Participant did not complete 1,000 Hours of Service (or any equivalent provided in the Plan) during such Plan Year.

(iii) The Minimum Contribution shall not be allocated on behalf of a Participant who is not employed by the Employer on the last day of the Plan Year, if such a last-day requirement otherwise applies under the Employer Plan.

(iv) The Minimum Contribution shall not be made for a Participant to the extent that the Participant is covered under another Qualified Plan (or Plans) of the Employer and the Employer has elected in the nonstandardized Adoption Agreement that the minimum contribution and benefit requirements of section 416 of the Code shall be satisfied by such other Qualified Plan (or Plans).

(v) If subsection (i) applies (but the exceptions in subsections (iii) and (iv) do not apply), and the Employer adopts more than one form of the Plan, the Employer Plan under which the Minimum Contribution shall be made shall be determined under
Section 4.1.

(vi) The figure "5%" shall be substituted for "3%" in subsection (b)(i) if the Employer has also adopted the American Bar Association Members Defined Benefit Pension Plan, both such plan and the Employer Plan are Top-Heavy (within the meaning of
Section 12.1), and the Employer elects to make the Minimum Contribution under the Employer Plan.

(vii) Notwithstanding Section 2(10)(d), a Participant's Compensation for purposes of this Section shall include all compensation actually paid or made available to the Participant for the entire Plan Year even though the Participant may not have been a Participant for the entire Plan Year.

The determination of who is a Key Employee will be made in accordance with section 416(i)(1) of the Code and the Income Tax Regulations thereunder.

(1) The Top-Heavy Ratio for the Employer Plan exceeds 60%, and the Employer Plan is not part of any Required Aggregation Group or Permissive Aggregation Group.

(2) The Employer Plan is part of a Required Aggregation Group but not part of a Permissive Aggregation Group, and the Top-Heavy Ratio for the Required Aggregation Group exceeds 60%.

(3) The Employer Plan is part of a Required Aggregation Group and part of a Permissive Aggregation Group, and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

(1) The Top-Heavy Ratio for the Employer Plan, or 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 Plans of the Employer (including this Plan and any "simplified employee pension plan" as defined in section 408(k)of the Code) for all Key Employees computed in accordance with section 416 of the Code and the Present Value of Accrued Benefits under the aggregated defined benefit plans qualified under section 401(a) of the Code of the Employer for all Key Employees as of the Determination Date, and the denominator of which is the sum of the account balances under the aggregated Qualified Defined Contribution Plans (including this Plan and any "simplified employee pension plan" as defined in section 408(k) of the Code) for all Participants determined in accordance with section 416 of the

Code and the Present Value of Accrued Benefits under the defined benefit plans that are qualified under section 401(a) of the Code for all Participants as of the Determination Date, all in accordance with section 416 of the Code and the Income Tax Regulations thereunder. Both the numerator and the denominator of the Top-Heavy Ratio are adjusted for any distribution of an accrued benefit or any part of any account balance made within the Plan Year containing the Determination Date and the four (4) preceding Plan Years. Both the numerator and denominator of the Top-Heavy Ratio are increased to reflect any Employer contributions which are due but unpaid as of the Determination Date but which are required to be taken into account as such under section 416 of the Code and the Income Tax Regulations thereunder.

(2) For purposes of paragraph (1), the value of account balances and the Present Value of Accrued Benefits will be determined as of the latest Valuation Date that falls within or ends with the 12-month period ending on the Determination Date. The account balances and accrued benefits of a Participant (A) who is not a Key Employee but who was a Key Employee in a prior Plan Year or (B) who has not performed services for the Employer maintaining this Plan at any time during the five-year period described in paragraph (1), shall be disregarded. The calculation of the Top-Heavy Ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with section 416 of the Code and the Income Tax Regulations thereunder. Deductible employee contributions shall not be taken into account for purposes of computing the Top-Heavy Ratio. When aggregating plans, the value of account balances and accrued benefits shall be calculated with reference to the Determination Dates that fall within the same calendar year.

(1) The amendment provides a single-sum distribution form that is identical in all respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the participant) except with respect to the timing of payments after commencement of benefits; and

(2) The amendment is not effective until the earlier of
(i) the 90th day after the date the Participant receiving the distribution has been furnished a summary that reflects the amendment and that satisfies the ERISA requirements at 29 CFR 2520.104b-3 relating to a summary of material modifications and
(ii) the first day of the second Plan Year beginning after the Plan Year in which the amendment is adopted.

If the Plan's vesting schedule is amended, or the Plan is amended in any way that directly or indirectly affects the computation of the Participant's Vested Portion or if after any such amendment the Plan is deemed amended by an automatic change to or from a top-heavy vesting schedule, each Participant with at least three (3) years of Service with the Employer may elect, within a reasonable period after the adoption of the amendment or change, to have his or her Vested Portion computed under the Plan without regard to such amendment or change.

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

(1) 60 days after the amendment is adopted;

(2) 60 days after the amendment becomes effective; and

(3) 60 days after the Participant is issued written notice of the amendment by the Employer.

of the date such amendment is adopted or the date it becomes effective. No amendment to the Adoption Agreement shall decrease a Participant's Accounts or eliminate certain optional forms of distribution.

(2) An Employer may amend the Plan by adding overriding language to the Adoption Agreement where such language is necessary to satisfy section 415 or 416 of the Code because of the required aggregation of multiple plans under such sections of the Code.

(3) An Employer may adopt certain model amendments published by the Internal Revenue Service which specifically provide that their adoption will not cause the Plan to be treated as individually designed.

(4) If any Adoption Agreement amendment reduces the Employer's obligations or contributions to or for any Participant or restricts eligibility in a manner which might affect the qualified and tax exempt status of the Plan, the Employer shall be solely responsible to determine the effect of any such amendment and to submit the same to the Internal Revenue Service for approval if the Employer deems such action necessary or desirable.

(5) If the Employer amends the Plan or non-elective portions of the Adoption Agreement for any other reason, including a waiver of the minimum funding requirement under section 412(d) of the Code, the Plan will no longer be considered part of the Plan but will be considered an individually designed plan.

In the event the Employer shall cease to exist at any time and the Employer Plan is not continued by a successor to the Employer as provided above, ABRA shall thereupon assume all rights, powers and duties of the Employer under the Employer Plan to the extent necessary to complete the distribution of all interests in the Employer Plan. If, at the time of any such cessation of the Employer's existence, no effective written directions shall then be on file with the Trustee pursuant to the Employer Plan governing the distribution of a Participant's Accounts, ABRA shall direct the Trustee pay such interest to such person or persons, in such shares and installments and at such time or times as ABRA, in its sole discretion, shall determine to be in accordance with the provisions of the Plan.

Subject to the requirements of this Section and Article 5, if the Employer Plan is terminated before all forfeited amounts, and all income thereon, have been disposed of under Sections 4.2(d) and 6.1, the amounts not disposed of shall be allocated pro rata to the Employer Accounts of Participants who are Employees on the date of termination, in accordance with their relative Compensation for the Plan Year in which termination occurs.

Any new plan adopted by an Employer for transfer of the Trust under this Section shall be a tax-qualified plan under section 401 of the Code, which is administered by a bank, custodian company, investment company, insurance company or other appropriate institution or person permitted by the Code to act as custodian or trustee for such new plan.

FIRST AMENDMENT
TO
AMERICAN BAR ASSOCIATION
MEMBERS RETIREMENT PLAN

The American Bar Association Members Retirement Plan (the "Plan"), in the form approved by the Internal Revenue Service in opinion letters dated December 16, 1996, shall be amended in the following respects, effective July 2, 2001:

The third paragraph of Section 16.3 is amended by inserting the following new sentence immediately following the third sentence thereof:

"The Trustee shall also have the sole authority to appoint an investment advice provider for purposes of providing investment advice to Participants."

IN WITNESS WHEREOF, this First Amendment is adopted this 2nd day of July, 2001.

AMERICAN BAR RETIREMENT
ASSOCIATION

By /s/
   ----------------------------
   President

GUST AMENDMENT TRANSITIONAL SUPPLEMENT
TO
ADOPTION AGREEMENTS

All Employers must complete this GUST Amendment Transitional Supplement unless the Employer Plan is a new plan that is first effective on or after January 1, 2001. The provisions of this GUST Amendment Transitional Supplement shall apply to all Employer Plans in existence before January 1, 2001.

(1)      [ ]   Plan Year Election. If this option is selected,
         for all such prior Plan Years, a Highly Compensated
         Employee was any Employee who was a 5%-owner at any
         time during such Plan Year or the prior Plan Year or
         earned Compensation in excess of $80,000 (as indexed)
         for prior Plan Year.

(2)      [ ]   Calendar Year Election. If this option is
         selected, for the following prior Plan Years, a
         Highly Compensated Employee was any Employee who
         earned Compensation in excess of $80,000 (as indexed)
         for the calendar year beginning with or within the
         prior Plan Year.

         (A)  [ ]  Plan Year beginning on or after January 1,
                   1997

         (B)  [ ]  Plan Year beginning on or after January 1,
                   1998

         (C)  [ ]  Plan Year beginning on or after January 1,
                   1999

         (D)  [ ]  Plan Year beginning on or after January 1,
                   2000

(b) [ ] Top Paid Group Election. Indicate whether the Employer made the top-paid group election for any prior Plan Years beginning on or after January 1, 1997 for purposes of determining Highly Compensated Employees (check one):

(1) [ ] No Election. If this option is selected, for all such prior Plan Years, all Employees who earned $80,000 (as indexed) were Highly Compensated Employees.

(2) [ ] Top 20% Only Election. If this option is selected, during the following prior Plan Years, only Employees in the top 20% of Employees for the prior Plan Year (or, if the Calendar Year Election was made above,

the calendar year beginning with or within the prior
Plan Year ) ranked by Compensation were Highly
Compensated Employees.

(A)  [ ]  Plan Year beginning on or after January 1,
          1997

(B)  [ ]  Plan Year beginning on or after January 1,
          1998

(C)  [ ]  Plan Year beginning on or after January 1,
          1999

(D)  [ ]  Plan Year beginning on or after January 1,
          2000

(a) [ ] Current Year Testing Method. If this option is selected, for all such prior Plan Years, the actual deferral percentage or actual contribution percentage tests were applied by comparing the actual deferral percentage and the actual contribution percentage of Highly Compensated Employees for the Plan Year to the actual deferral percentage and the actual contribution percentage of Non-Highly Compensated Employees for the same Plan Year.

(b) [ ] Prior Year Testing Method. If this option is selected, for the following prior Plan Years, the actual deferral percentage or actual contribution percentage tests were applied by comparing the actual deferral percentage and the actual contribution percentage of Highly Compensated Employees for the Plan Year to the actual deferral percentage and the actual contribution percentage of Non-Highly Compensated Employees for the immediately preceding Plan Year.

(A)  [ ]  Plan Year beginning on or after January 1,
          1997

(B)  [ ]  Plan Year beginning on or after January 1,
          1998

(C)  [ ]  Plan Year beginning on or after January 1,
          1999

(D)  [ ]  Plan Year beginning on or after January 1,
          2000.

(a) [ ] Employer Plan Subject to the Annuity Rules. If the Annuity Rules of the Plan applied to an Employer Plan prior to January 1, 2001, the following provisions apply with respect to such Employer Plan:

(1) For Plan Years beginning after August 5, 1997, but prior to January 1, 2001, notwithstanding any provision of the Plan to the contrary, if a Participant's Vested Portion does not exceed, and did not at the time of any prior distribution exceed, $5,000, such amount shall be paid in a single lump sum payment as soon as administratively practicable after the end of each calendar year.

(2) For Plan Years beginning on or after January 1, 2001, the provisions of Section 6.2(c) of the Plan shall not apply with respect to any Participant who has commenced receiving distributions of his or her Vested Portion prior to January 1, 2001 in any form of distribution under the Plan which provides for periodic payments.

(b) [ ] Employer Plan Not Subject to the Annuity Rules. If the Annuity Rules of the Plan did not apply to an Employer Plan prior to January 1, 2001, the following provisions apply with respect to such Employer Plan:

(1) For Plan Years beginning after August 5, 1997, but prior to January 1, 2001, notwithstanding any provision of the Plan to the contrary, if a Participant's Vested Portion does not exceed, and did not at the time of any prior distribution exceed, $5,000, such amount shall be paid in a single lump sum payment as soon as administratively practicable after the end of each calendar year.

(a) [ ] Postponement of Required Beginning Date. A Participant who is not a 5% owner, who attained age 70 1/2 in 1997 and who continues in employment after December 31, 1997 may elect prior to March 1, 1998 to defer the distribution of his or her account balance until April 1 following the calendar year in which the Participant retires. If no such election is made by the Participant, the Participant will begin receiving distributions by April 1 of the calendar year following the year in which the Participant attained age 70 1/2.

(b) [ ] Suspension of Distributions. If a Participant who is not a 5%-owner, who has attained age 70 1/2 and who continues in employment with the Employer is receiving distributions, such Participant may elect at the time and in the manner determined by the Employer to stop distribution of his or her account balance until he or she retires at any time.

(1) Application of Annuity Rules. With respect only to those Employer Plans subject to the Annuity Rules, as selected in Box 3(a), unless the Employer elects otherwise below, a new Annuity Starting Date will be established upon the recommencement of benefits.

Note: If a new Annuity Starting Date is established upon the recommencement of benefits, spousal consent shall not be required to stop distributions unless the distribution is being paid in the form of a Qualified Joint and Survivor Annuity. Upon recommencement of benefits, all the provisions of Section 6.3(b) of the Plan shall apply.

(A) [ ] No New Annuity Starting Date. If this option is selected, no new annuity starting date will be established when the distributions recommence.

Note: Spousal consent pursuant to Section 6.3(b) of the Plan shall not be required for an election to stop distribution of a Participant's account balance.

Note: Spousal consent shall also not be required to restart distributions provided that (i) payments recommence in the same form and with the same beneficiary as in effect when the distributions stopped,
(ii) the individual who was the Participant's spouse on the annuity starting date executed a general consent within the meaning of Regulations Section 1.401(a)-2, A-31 at the time distribution recommences or (iii) the Participant is no longer married to the individual who was his or her spouse on the new Annuity Starting Date. Notwithstanding the foregoing, however, spousal consent pursuant to Section 6.3(b) of the Plan will not be required if the original form of distribution was not a qualified joint and survivor annuity with the meaning of
Section 417(b) of the Code.

Note: Pursuant to the Community Renewal Tax Relief Act of 2000, the definition of compensation as used for certain purposes in the Plan includes any amount that would have been paid or made available to a Participant but for a salary reduction agreement pursuant to section 132 of the Code. Section 132 of the Code generally provides that no amount is includible in an employee's gross income solely because an employer offers an employee a choice between any qualified transportation fringe and compensation that would otherwise be included in gross income. A qualified transportation fringe generally includes employer-provided transportation in a commuter highway vehicle between the employee's home and office, transit passes, and qualified parking.

(1)  [ ]  Plan Years beginning on or after January 1, 1998

(2)  [ ]  Plan Years beginning on or after January 1, 1999

(3)  [ ]  Plan Years beginning on or after January 1, 2000

NON-STANDARDIZED PROFIT SHARING PLAN
WITH 401(K) ARRANGEMENT, INCLUDING SAFE HARBOR OPTION
ADOPTION AGREEMENT 01-004

(a) Name of Employer Plan:

This is the______________________________________________ (the "Plan").

(b) Employer Plan Year End. The end of the Plan Year is: ____/____ (enter the last day and month of the Employer's fiscal year).

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [ ] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(a)      Employer Name:    ________________________________________

         Address:          ________________________________________
                           ________________________________________
                           ________________________________________

         Contact's Name:   ________________________________________

         Telephone Number: ________________________________________

         Facsimile Number: ________________________________________

Employer Tax I.D. Number: ________________________________

(b) Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

(1) _____________________________________________ Print Name Title

(2) _____________________________________________ Print Name Title

(c)      Employer's Form of Business (check one):

         (1)      [ ]      C Corporation:   ________ (enter date of
                           incorporation)

         (2)      [ ]      S Corporation:   ________ (enter date of
                           incorporation)

         (3)      [ ]      Partnership

         (4)      [ ]      Sole Proprietorship

         (5)      [ ]      Tax-Exempt Entity (as described in section
                           501(c)(3) of the  Internal Revenue Code)

         (6)      [ ]      Limited Liability Company

                  (A)      [ ]      Taxable as a C Corporation

                  (B)      [ ]      Taxable as a Partnership

         (7)      [ ]      Other:   ______________________________

(1)      [ ]      Associate Attorneys

(2)      [ ]      Employees of Related Employers listed here:
                  ____________________________________________

(3)      [ ]      Leased Employees (as defined in section

414(n)(2) of the Internal Revenue Code)

(4) [ ] Other: _______________________________

(b) Participation Requirements.

(1) For Employer Contributions. For purposes of receiving allocations of Employer contributions pursuant to
Section 4, Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(A) [ ] No age and no service requirements.

        (B)      [ ]       Eligible Employees must have
                 attained age ________ (not to exceed 21) and
                 completed (check one):

                 (i)       [ ]   ________ months of Service
                           (not to exceed 12 unless Vesting
                           Schedule A, E or a more favorable D
                           is selected in Section 5(b); but in
                           no case to exceed 24); or

                 (ii)      [ ]   ________ Years of Eligibility
                           Service (not to exceed 1 unless
                           Vesting Schedule A, E or a more
                           favorable D is selected in Section
                           5(b); but in no case to exceed 2).

(2)      For Elective Pre-Tax Contributions. For purposes of
         making Elective Contributions pursuant to Section 9
         and Section 4.2(b) of the Plan, Eligible Employees
         can begin participation in the Employer Plan after
         meeting the following participation requirements
         (check one):

         (A)      [ ]      No age and no service requirements.

         (B)      [ ]      Eligible Employees must have

attained age ________ (not to exceed 21) and completed (check one):

(i) [ ] ________ months of Service (not to exceed 12); or

(ii) [ ] ________ Years of Eligibility Service (not to exceed 1).

(c) Years of Eligibility Service. If Box 3(b)(1)(B)(ii) or Box 3(b)(2)(B)(ii) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(d) Employment Year. If Box 3(b)(1)(B)(ii) or Box 3(b)(2)(B)(ii) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(e) Entry Dates. Eligible Employees who satisfy the participation requirements above shall become Participants on any following Entry Date. Entry Date shall mean (check one):

(1) [ ] The first day after meeting the participation requirements.

(2) [ ] The first day of first and seventh month of each Plan Year after meeting the participation requirements.

(3) [ ] The first day of each month after meeting the participation requirements.

(4) [ ] The first day of each calendar quarter after meeting the participation requirements.

(a) [ ] Non-integrated Allocation Formula. If this option is selected, Employer contributions shall be allocated to eligible Participants in the proportion that each such Participant's Compensation for the Plan Year bears to the total Compensation of all such Participants for the Plan Year.

(b) [ ] Integrated Allocation Formula. If this option is selected, Employer contributions shall be allocated first to eligible Participants in the proportion that each such Participant's Compensation in excess of the Integration Level for the

Plan Year bears to the total Compensation in excess of the Integration Level of all such Participants and then to eligible Participants in the proportion that the sum of each Participant's total Compensation plus Compensation in excess of the Integration Level bears to the sum of the total Compensation plus Compensation in excess of the Integration Level for all Participants for the Plan Year, all subject to the limits described in Section 5.2(d)(2) and (3) of the Plan. Note: An Employer who maintains any other Qualified Plan that provides for integrated contributions or benefits for any of the same Participants may not elect to the Integrated Allocation Formula option.

(1) Integration Level. "Integration Level" shall mean the Taxable Wage Base (as defined in Section 5.2(e)(3) of the Plan), unless the Employer elects a lesser amount below.

(A) [ ] If this option is selected, Integration Level shall be (check one):

(i) ________ % (not to exceed 100%) of the Taxable Wage Base for the Plan Year; or

(ii) $ ________ (not to exceed the Taxable Wage Base).

(c) [ ] Uniform Points Allocation Formula. If this option is selected, the Employer may make Employer contributions on behalf of Participants in an amount determined by the Employer in its sole discretion for each Plan Year which shall be allocated based on the proportion that each such Participant's total points bears to the total points of all such Participants for the Plan Year. Eligible Participants shall receive points as follows (check all that apply):

(1) [ ] Points for Age. If this option is selected, each Participant shall receive ______ points for each ______ year of age.

(2) [ ] Points for Service. If this option is selected, each Participant shall receive ______ points for each ______ year of Service.

(d) Eligibility for Employer Contributions. If an Employer elects to make Employer contributions, all Participants who are credited with at least 501 Hours of Service during the Plan Year shall be entitled to receive an allocation of Employer contributions for a Plan Year unless the Employer elects otherwise below (check all that apply).

(1) [ ] Service Requirement. If this option is elected, only Participants who are credited with at least 1,000 Hours of Service during the Plan Year will receive an allocation of Employer contributions.

(2) [ ] Last Day Requirement. If this option is elected, in addition to the service requirement above, only Participants who are also employed by the Employer on the last day of the Plan Year will receive an allocation of Employer contributions.

(a) Normal Retirement Age of 65. For purposes of determining a Participant's entitlement to the entire balance of his or her Accounts, a Participant's Normal Retirement Age shall be age 65 unless the Employer elects otherwise below.

(1) [ ] Earlier Normal Retirement Age. If this option is selected, a Participant's Normal Retirement Age shall be age ________ (not less than 55 and not to exceed 65).

(b) Vesting Schedule. A Participant who terminates Service prior to Normal Retirement Age for reasons other than death or Disability shall be entitled to receive the Vested Portion in his or her Matching Contribution Account and/or Employer Account. The Vested Portion shall be determined by vesting schedule ________ .

                                        Percentage Vested
                                        -----------------
Years of Vesting Service          A          B          C         D          E
--------------------------------------------------------------------------------
Less than two                  0%         0%         0%         __%       100%

Two but less than three        100%       20%        0%         __%       100%

Three but less than four       100%       40%        100%       __%       100%

Four but less than five        100%       60%        100%       __%       100%

Five but less than six         100%       80%        100%       __%       100%

Six or more                    100%       100%       100%       __%       100%

Note: If Schedule D is elected, complete the schedule by showing the rate at which a Participant becomes vested. Schedule D must provide for a Vested Portion that is at every point in time equal to or greater than the Vested Portion prescribed under Schedule A, B or C, whichever is selected for comparison.

(1) [ ] Service Included. If this option is selected, Service shall include service for the following predecessor employer(s):

(A) ______________________________

(B) ______________________________

(d) [ ] Application of Forfeitures. Amount forfeited by Participants shall be (check one):

(1) [ ] Applied to reduce Employer contributions.

(2) [ ] Reallocated among eligible Participants.

(a) Top-Heavy Testing. The Trustee shall determine annually whether the Employer Plan is a Top-Heavy Plan, unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects to test the Employer Plan itself to determine whether the Employer Plan is a Top-Heavy Plan.

(b) Minimum Benefits under Other Qualified Plan(s). If the Employer maintains another Qualified Plan (or Plans), the Minimum Contribution shall be made to this Employer Plan unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects that the Minimum Contribution shall not be made to this Employer Plan and that the minimum contribution and benefit requirements of section 416 of the Internal Revenue Code shall be satisfied by such other Qualified Plan (or Plans) _______________________________________(enter name of other Qualified Plan(s)).

(c) Present Value Determination. If the Employer maintains a Qualified Defined Benefit Plan, the Employer may elect to determine the Present Value of Accrued Benefits as defined in Section 12.1(e) of the Plan using the following assumptions:

(1) Interest rate ________ % per annum.

(2) Mortality Table: ________.

(a) Definition of Compensation. For purposes of the Employer Plan, "Compensation" (as defined in Article 2(10) of the Plan) shall mean (except as otherwise specifically provided in the Plan) (check one):

(1) [ ] Wages, Tips and Other Compensation Box on Form W-2. As defined in Article 2(10)(a)(1) of the Plan.

(2) [ ] Internal Revenue Code Section 3401(a) Wages. As defined in Article 2(10)(a)(2) of the Plan.

(3) [ ] 415 Safe-Harbor Compensation. As defined in Article 2(10)(a)(3) of the Plan.

(b) [ ] Exclusions from Compensation. If this option is selected, notwithstanding the definition selected above, "Compensation" shall not include the following (even if includible in gross income) (check any that apply):

(1)      [ ]      Reimbursement or other expense allowances,
         fringe benefits (cash and noncash), moving expenses,
         deferred compensation and welfare benefits.

(2)      [ ]      Overtime pay.

(3)      [ ]      Bonuses.

(4)      [ ]      Other:  __________________________________

(a) [ ] Calendar Year Election. If this option is selected, only Employees who are 5%-owners at any time during the current or prior Plan Year or earned Compensation in excess of $85,000 (as indexed) for the calendar year beginning with or within the prior Plan Year shall be Highly Compensated Employees.

(b) [ ] Top Paid Group Election. If this option is selected, only Employees in the top 20% of Employees for the prior Plan Year (or, if the Calendar Year Election was made above, the calendar year beginning with or within the prior Plan Year ) ranked by Compensation shall be Highly Compensated Employees.

(a) [ ] Eligibility for Elective Pre-Tax Contributions. If this option is selected, Eligible Employees may make Elective Contributions after meeting the applicable participation requirements unless the Employer elects otherwise below.

(1) [ ] Exclusion of Highly Compensated Employees. If this option is selected, Participants who are Highly Compensated Employees will not be permitted to make Elective Contributions.

(b) [ ] Automatic Enrollment. If this option is selected, all Eligible Employees who meet the applicable participation requirements above shall be deemed to have elected to make Elective Contributions in an amount equal to ________ % or $ ________ (not to exceed 25% of a Participant's Compensation) of their Compensation unless and until a Participant affirmatively elects a different amount (including no amount) pursuant to Section 4.2(d) of the Plan.

(c) [ ] Safe Harbor Election. If this option is selected, the Employer intends for this Employer Plan to be a Safe Harbor Plan and agrees to maintain this Employer Plan in accordance with sections 401(k)(12) and 401(m)(ii) of the Internal Revenue Code and Section 4.2(f) of the Plan.

Note: Participants who are eligible to make Elective Contributions pursuant to this Section 9 may also be eligible to receive a Top-Heavy Minimum Contribution pursuant to Article 12 of the Plan.

(a) [ ] Post-Tax Employee Contributions. If this option is selected, all Participants may elect to make Post-Tax Employee Contributions unless the Employer elects otherwise below.

(1) [ ] Exclusion of Highly Compensated Employees. If this option is selected, Participants who are Highly Compensated Employees will not be permitted to make Post-Tax Employee Contributions.

(a) [ ] Matching Contributions on Elective Contributions. If this option is selected, the Employer shall make Matching Contributions on behalf of each Participant who makes Elective Contributions as follows (check one):

(1) [ ] Fixed Matching Contributions. The Employer shall make a Matching Contribution in an amount equal to ________ % of a Participant's Elective Contributions not in excess of ________ % or $ ________of a Participant's Compensation for the Plan Year; or

(2) [ ] Tiered Matching Contributions.

(A) The Employer shall make a Matching Contribution in an amount equal to ________ % of a Participant's Elective Contributions not in excess of ________ % or $ ________ of a Participant's Compensation for the Plan Year; and

(B) ________ % of a Participant's Elective Contributions over ________ % or $ ________ of a Participant's Compensation but not in excess of ________ % or $ ________ of a Participant's Compensation for the Plan Year.

(b) [ ] Other. If this option is selected, the Employer shall make Matching Contributions on behalf of each Participant subject to Section 4.2 of the Plan as follows:

(c) [ ] Discretionary Matching Contributions on Elective Contributions. If this option is selected, the Employer may make Matching Contributions on behalf of Participants who make Elective Contributions in an amount determined by the Employer in its sole discretion for each Plan Year.

(d) Eligibility for Matching Contributions. If the Employer elects to make Matching Contributions, all Participants shall be entitled to receive an allocation of Matching Contributions for a Plan Year unless the Employer elects otherwise below (check all that apply).

(1) [ ] Service Requirement. If this option is elected, only Participants who are credited with at least 1,000 Hours of Service during the Plan Year will receive an allocation of Matching Contributions.

(2) [ ] Last Day Requirement. If this option is elected, only Participants who are employed by the Employer on the last day of the Plan Year will receive an allocation of Matching Contributions.

(3) [ ] Non-Highly Compensated Requirement. If this option is elected, only Participants who are Non-Highly Compensated Employees will receive an allocation of Matching Contributions.

(a) Prior Plan Year Data Default - For purposes of applying the nondiscrimination test in Section 4.2(d) of the Plan, the actual deferral percentage and the actual contribution percentage of Highly Compensated Employees for the Plan Year shall be compared to the actual deferral percentage and the actual contribution percentage of Non-Highly Compensated Employees for the immediately preceding Plan Year unless the Employer elects otherwise below:

(1) [ ] Current Year Testing Method. If this option is selected, the Employer elects to use the actual deferral percentage and the actual contribution percentage of Non-Highly Compensated Employees for the same Plan Year in applying the tests.

Note: Notwithstanding any Employer election to the contrary, the current year testing method will be used for purposes of applying the actual contribution percentage test if the actual deferral percentage test is deemed satisfied.

(b) Initial Year Testing Method. If this is a new Employer Plan, other than a successor plan, the actual contribution percentage test and the actual deferral percentage test shall be applied assuming a 3% actual contribution and actual deferral percentage for Non-Highly Compensated Employees unless the Employer elects otherwise below

(1) [ ] Actual Percentages Method. If this option is selected, the Employer elects to use the actual contribution and actual deferral percentage of Non-Highly Compensated Employees for the initial Plan Year for purposes of applying the tests.

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Hardship Withdrawals. If this option is selected, Participants may apply to withdraw from their Employer Account and Matching Contribution Account an amount required to satisfy a hardship in accordance with Section 7.2 of the Plan.

(b) [ ] 401(k) Hardship Withdrawals. If this option is selected and the Employer has adopted the 401(k) arrangement under Section 4.2 of the Plan, Participants may also apply to withdraw from their Participant's 401(k) Salary Deferral Account an amount required to satisfy a hardship in accordance with Section 7.2(a) and (c) of the Plan.

(c) Age 59 1/2 Withdrawal. Participant may elect to receive a distribution of the Vested Portion of their Employer Account and Matching Contribution Account upon attaining age 59 1/2 unless the Employer elects to permit such withdrawals earlier below.

(1) [ ] Prior to Age 59 1/2 Election. If this option is selected, Participants may elect to receive a distribution of the Vested Portion of their Employer Account and Matching Contribution Account earlier upon attainment of age ________ (not earlier than age 55).

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other: ______________________________________

An Employer may rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Internal Revenue Code only to the extent provided in Announcement 2001-77, 2001-30 I.R.B., but may not rely on such opinion letter in certain other circumstances or with respect to certain qualification requirements which are specified in the opinion letter issued with respect to the Plan and in Announcement 2001-77. In order to obtain reliance in such circumstances with respect to such qualification requirements, the Employer must apply to Employee Plans Determinations of the Internal Revenue Service for a determination letter.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association Members Retirement Program and understands its provisions. The Employer represents that the sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101

Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By: ________________________________________________

Title: ______________________________________________

Date: ______________________________________________

NON-STANDARDIZED DEFINED CONTRIBUTION PENSION PLAN
ADOPTION AGREEMENT 01-005

(a) Name of Employer Plan:

This is the_________________________________________ (the"Plan").

(b) Employer Plan Year End. The end of the Plan Year is: ____/____ (enter the last day and month of the Employer's fiscal year).

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [ ] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(a) Employer Name:________________________________________

Address:______________________________________________

Contact's Name:_______________________________________

Telephone Number:_____________________________________

Facsimile Number:_____________________________________

Employer Tax I.D. Number:_____________________________

(b) Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

(1)___________________________________________________ Print Name Title

(2)___________________________________________________

            Print Name                           Title

(c)   Employer's Form of Business (check one):

      (1)    [ ]  C Corporation: ________ (enter date of incorporation)

      (2)    [ ]  S Corporation: ________ (enter date of incorporation)

      (3)    [ ]  Partnership

      (4)    [ ]  Sole Proprietorship

      (5)    [ ]  Tax-Exempt Entity (as described in section 501(c)(3)
                  of the Internal Revenue Code)

      (6)    [ ]  Limited Liability Company

             (A)  [ ] Taxable as a C Corporation

             (B)  [ ] Taxable as a Partnership

      (7)    [ ]  Other:________________________________________

(1)    [ ]  Associate Attorneys

(2)    [ ]  Employees of Related Employers listed here:________
            ___________________________________________________

(3)    [ ]  Leased Employees (as defined in section 414(n)(2)

of the Internal Revenue Code)

(4) [ ] Other: ___________________________________________

(b) Participation Requirements. Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(1) [ ] No age and no service requirements.

(2) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(A) [ ] ________ months of Service (not to exceed 12 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 24); or

(B) [ ] ________ Years of Eligibility Service (not to exceed 1 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 2).

(c) Years of Eligibility Service. If Box 3(b)(2)(B) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(d) Employment Year. If Box 3(b)(2)(B) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(e) Entry Dates. Eligible Employees who satisfy the participation requirements above shall become Participants on any following Entry Date. Entry Date shall mean (check one):

(1) [ ] The first day after meeting the participation requirements.

(2) [ ] The first day of first and seventh month of each Plan Year after meeting the participation requirements.

(3) [ ] The first day of each month after meeting the participation requirements.

(4) [ ] The first day of each calendar quarter after meeting the participation requirements.

(a) [ ] Fixed Allocation Formula. If this option is selected, for each Plan Year, the Employer shall make an Employer contribution on behalf of each eligible Participant in an amount equal to ________ % (not to exceed 25%) of such Participant's Compensation.

(b) [ ] Integrated Allocation Formula. If this option is selected, for each Plan Year, the Employer shall make an Employer contribution on behalf of each eligible Participant in an amount equal to ________ % of such Participant's Compensation PLUS ________ % of each eligible Participant's Compensation in excess of the Integration Level, subject to the limits described in
Section 5.2(d)(2) and (3) of the Plan. Note: An Employer who maintains any other Qualified Plan that provides for integrated contributions or benefits for any of the same Participants may not elect to the Integrated Allocation Formula option.

(A) Integration Level. "Integration Level" shall mean the Taxable Wage Base (as defined in Section 5.2(e)(3) of the Plan), unless the Employer elects a lesser amount below.

(i) [ ] If this option is selected, Integration Level shall be (check one):

(a) ________ % (not to exceed 100%) of the Taxable Wage Base for the Plan Year; or

(b) $ ________ (not to exceed the Taxable Wage Base).

(c) Eligibility for Employer Contributions. All Participants who are credited with at least 501 Hours of Service during the Plan Year shall be entitled to receive an allocation

of Employer contributions for a Plan Year unless the Employer elects otherwise below (check all that apply).

(1) [ ] Service Requirement. If this option is elected, only Participants who are credited with at least 1,000 Hours of Service during the Plan Year will receive an allocation of Employer contributions.

(2) [ ] Last Day Requirement. If this option is elected, in addition to the service requirement above, only Participants who are also employed by the Employer on the last day of the Plan Year will receive an allocation of Employer contributions.

(a) Normal Retirement Age of 65. For purposes of determining a Participant's entitlement to the entire balance of his or her Accounts, a Participant's Normal Retirement Age shall be age 65 unless the Employer elects otherwise below.

(1) [ ] Earlier Normal Retirement Age. If this option is selected, a Participant's Normal Retirement Age shall be age ________ (not less than 55 and not to exceed 65).

(b) Vesting Schedule. A Participant who terminates Service prior to Normal Retirement Age for reasons other than death or Disability shall be entitled to receive the Vested Portion in his or her Employer Account. The Vested Portion shall be determined by vesting schedule ________ .

                                       Percentage Vested
                                       -----------------
Years of Vesting Service                 A      B     C      D      E
-----------------------------------------------------------------------

Less than two                            0%     0%     0%   __%    100%

Two but less than three                100%    20%     0%   __%    100%

Three but less than four               100%    40%   100%   __%    100%

Four but less than five                100%    60%   100%   __%    100%

Five but less than six                 100%    80%   100%   __%    100%

Six or more                            100%   100%   100%   __%    100%

Note: If Schedule D is elected, complete the schedule by showing the rate at which a Participant becomes vested. Schedule D must provide for a Vested Portion that is at every point in time equal to or greater than the Vested Portion prescribed under Schedule A, B or C, whichever is selected for comparison.

(c) Service for Predecessor Employers. Service shall not include service for any predecessor employer --- unless the Employer maintains the plan of such predecessor employer or the Employer elects otherwise below.

(1) [ ] Service Included. If this option is selected, Service shall include service for the following predecessor employer(s):

(A) __________________________________________________

(B) __________________________________________________

(a) Top-Heavy Testing. The Trustee shall determine annually whether the Employer Plan is a Top-Heavy Plan, unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects to test the Employer Plan itself to determine whether the Employer Plan is a Top-Heavy Plan.

(b) Minimum Benefits under Other Qualified Plan(s). If the Employer maintains another Qualified Plan (or Plans), the Minimum Contribution shall be made to this Employer Plan unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects that the Minimum Contribution shall not be made to this Employer Plan and that the minimum contribution and benefit requirements of section 416 of the Internal Revenue Code shall be satisfied by such other Qualified Plan (or Plans)___________________________ (enter name of other Qualified Plan(s)).

(c) Present Value Determination. If the Employer maintains a Qualified Defined Benefit Plan, the Employer may elect to determine the Present Value of Accrued Benefits as defined in Section 12.1(e) of the Plan using the following assumptions:

(1) Interest rate ________ % per annum.

(2) Mortality Table: ________.

(a) Definition of Compensation. For purposes of the Employer Plan, "Compensation" (as defined in Article 2(10) of the Plan) shall mean (except as otherwise specifically provided in the Plan) (check one):

(1) [ ] Wages, Tips and Other Compensation Box on Form W-2. As defined in Article 2(10)(a)(1) of the Plan.

(2) [ ] Internal Revenue Code Section 3401(a) Wages. As defined in Article 2(10)(a)(2) of the Plan.

(3) [ ] 415 Safe-Harbor Compensation. As defined in Article 2(10)(a)(3) of the Plan.

(b) [ ] Exclusions from Compensation. If this option is selected, notwithstanding the definition selected above, "Compensation" shall not include the following (even if includible in gross income) (check any that apply):

(1) [ ] Reimbursement or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

(2)    [ ]  Overtime pay.

(3)    [ ]  Bonuses.

(4)    [ ]  Other:____________________________________

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other: __________________________________________

An Employer may rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Internal Revenue Code only to the extent provided in Announcement 2001-77, 2001-30 I.R.B., but may not rely on such opinion letter in certain other circumstances or with respect to certain qualification requirements which are specified in the opinion letter issued with respect to the Plan and in Announcement 2001-77. In order to obtain reliance in such circumstances with respect to such qualification requirements, the Employer must apply to Employee Plans Determinations of the Internal Revenue Service for a determination letter.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association Members Retirement Program and understands its provisions. The Employer represents that the sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the

Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101
Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By:__________________________________________________

Title:_______________________________________________

Date:________________________________________________

NON-STANDARDIZED TARGET BENEFIT PENSION PLAN
ADOPTION AGREEMENT 01-007

(a) Name of Employer Plan:

This is the_____________________________________________ (the "Plan").

(b) Employer Plan Year End. The end of the Plan Year is: ____/____ (enter the last day and month of the Employer's fiscal year).

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [ ] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(a) Employer Name: _______________________________________

Address:______________________________________________

Contact's Name:_______________________________________

Telephone Number:_____________________________________

Facsimile Number:_____________________________________

Employer Tax I.D. Number:_____________________________

(b) Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

(1)___________________________________________________ Print Name Title

(2)___________________________________________________

            Print Name                          Title

(c)   Employer's Form of Business (check one):

      (1)    [ ]  C Corporation: ________ (enter date of incorporation)

      (2)    [ ]  S Corporation: ________ (enter date of incorporation)

      (3)    [ ]  Partnership

      (4)    [ ]  Sole Proprietorship

      (5)    [ ]  Tax-Exempt Entity (as described in section 501(c)(3)
                  of the  Internal Revenue Code)

      (6)    [ ]  Limited Liability Company

             (A)  [ ]  Taxable as a C Corporation

             (B)  [ ]  Taxable as a Partnership

      (7)    [ ]  Other:____________________________________

(1)    [ ]  Associate Attorneys

(2)    [ ]  Employees of Related Employers listed here:________
            ___________________________________________________

(3)    [ ]  Leased Employees (as defined in section 414(n)(2) of

the Internal Revenue Code)

(4) [ ] Other: _________________________________________

(b) Participation Requirements. Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(1) [ ] No age and no service requirements.

(2) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(A) [ ] ________ months of Service (not to exceed 12 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 24); or

(B) [ ] ________ Years of Eligibility Service (not to exceed 1 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 2).

(c) Years of Eligibility Service. If Box 3(b)(2)(B) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(d) Employment Year. If Box 3(b)(2)(B) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(e) Entry Dates. Eligible Employees who satisfy the participation requirements above shall become Participants on any following Entry Date. Entry Date shall mean (check one):

(1) [ ] The first day after meeting the participation requirements.

(2) [ ] The first day of first and seventh month of each Plan Year after meeting the participation requirements.

(3) [ ] The first day of each month after meeting the participation requirements.

(4) [ ] The first day of each calendar quarter after meeting the participation requirements.

All Participants who are credited with at least 501 Hours of Service during the Plan Year shall be entitled to receive an allocation of Employer contributions for a Plan Year unless the Employer elects otherwise below (check all that apply):

(1) [ ] Service Requirement. If this option is elected, only Participants who are credited with at least 1,000 Hours of Service during the Plan Year will receive an allocation of Employer contributions.

(2) [ ] Last Day Requirement. If this option is elected, in addition to the service requirement above, only Participants who are also employed by the Employer on the last day of the Plan Year will receive an allocation of Employer contributions.

(a) Fixed Benefit Formulas. For each Plan Year, the Employer shall make an Employer contribution on behalf of each Participant in an amount to be determined in accordance with the following formula elected by the Employer:

(1) [ ] Unit Benefit. A Current Stated Benefit equal to ______% of Average Compensation, multiplied by the Participant's total Years of Projected Participation up to a maximum of ______ (no less than 25) years. The first day of the first Plan Year taken into account under this stated benefit formula will be _________.

(2) [ ] Flat Benefit. A Current Stated Benefit equal to ______% of Average Compensation, reduced pro rata for the Participant's total Years of Projected Participation that are less than 25.

(3) [ ] Step-Rate Unit Benefit. A Current Stated Benefit equal to ______% of Average Compensation (R1) per year for the first ______ years (Y) of the Participant's total Years of Projected Participation, plus ______% of Average Compensation (R2) per year for the next ______ years of the Participant's total Years of Projected Participation (such that the total Years of Projected Participation taken into account under R1 and R2 is not less than 33). If Y is less than 33, R2 will not be less than:

(but not less than 0), and will not be greater than:

(b) Integrated Benefit Formulas. For each Plan Year, the Employer shall make an Employer contribution on behalf of each Participant in an amount to be determined in accordance with the formula under (1), (2) or (3) below as elected by the Employer. In addition, the Employer must elect below (i) the Integration Level to be used by the Employer Plan and (ii) the Plan Year to be used to determine Covered Compensation under the Integration Level.

Note: An Employer who maintains any other Qualified Plan that provides for integrated contributions or benefits for any of the same Participants may not elect an Integrated Benefit Formula option.

(1) [ ] Integrated Unit Benefit. A Current Stated Benefit equal to ______% (the "base benefit percentage") of Average Compensation up to the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation; plus ______% (the "excess benefit percentage") of Average Compensation in excess of the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation. The maximum number of total Years of Projected Participation taken into account under this benefit formula shall be the lesser of __________ (not less than 25 nor more than 35) or the Cumulative Permitted Disparity Limit which shall be 35 minus:

(A) The number of years the Participant benefited or is treated as having benefited under the Employer Plan prior to the Participant's first Year of Projected Participation, and

(B) The number of years credited to the Participant for allocation or accrual purposes under one or more Qualified Plans or simplified employee pension plans (whether or not terminated) ever maintained by the Employer (other than years counted in (i) or counted toward a Participant's total Years of Projected Participation). 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.

(2) [ ] Integrated Flat Benefit. A Current Stated Benefit equal to ______% (the "base benefit percentage") of Average Compensation up to the Integration Level for the Plan Year; plus ______% (the "excess benefit percentage") of Average Compensation in excess of the Integration Level for the Plan Year. For a Participant with less than 35 total Years of Projected Participation, the base benefit percentage and the excess benefit percentage shall be reduced by being multiplied by a fraction, the numerator of which is the Participant's total Years of Projected Participation, and the denominator of which is 35. In addition, if the number of the Participant's "cumulative disparity years" exceeds 35, the excess benefit percentage shall be further reduced as provided below. A Participant's "cumulative disparity years" consist of the sum of (1) the Participant's total Years of Projected Participation, (2) the number of years the Participant benefited or is treated as having benefited under the Employer Plan prior to the Participant's first Year of Projected Participation, and (3) the number of years credited to the Participant for allocation or accrual purposes under one or more Qualified Plans or simplified employee pension plans (whether or not terminated) ever maintained by the Employer (other than years counted in
(1) or (2)). If this cumulative permitted disparity reduction applies, the excess benefit percentage shall be further reduced as follows:

(A) Subtract the Participant's base benefit percentage from the Participant's excess benefit percentage (after any modification made as described above for a Participant with less than 35 total Years of Projected Participation).

(B) Multiply the result in (i) by a fraction (not less than 0), the numerator of which is 35 minus the sum of the years in (2) and (3) above, and the denominator of which is 35.

(C) The Participant's excess benefit percentage is equal to the sum of the result in (ii) and the Participant's base benefit percentage, as otherwise modified.

(3) [ ] Integrated Step-Rate Unit Benefit. Integrated Step-Rate Unit Benefit. A Current Stated Benefit equal to the sum of the following two parts:

Part One: ______% (the "base benefit percentage") of
Average Compensation up to the Integration Level for the
Plan Year, multiplied by the Participant's total Years of
Projected Participation up to ______ years; plus ______%
(the "excess benefit percentage") of Average Compensation
in excess of the Integration Level for the Plan Year,
multiplied by the Participant's total Years of Projected
Participation up to ______ years.

Part Two: ______% (the "base benefit percentage") of
Average Compensation up to the Integration Level for the
Plan Year, multiplied by the Participant's total Years of
Projected Participation less the total Years of Projected
Participation taken into account under Part One; plus
______% (the "excess benefit percentage") of Average
Compensation in excess of the Integration Level for the
Plan Year, multiplied by the Participant's total Years of
Projected Participation less the total Years of Projected
Participation taken into account under Part One.

The maximum number of Years of Projected Participation under each portion of this formula shall not exceed the lesser of 35 or the Cumulative Permitted Disparity Limit.

"Integration Level" for each Plan Year and for each Participant means an amount equal to equal to the following selection as elected by the Employer.

(A) [ ] If this option is selected, Integration Level shall be the Participant's Covered Compensation for the Plan Year.

(B) [ ] the greater of $10,000 or one-half of the Covered Compensation of any individual who attains Social Security Retirement Age during the calendar year in which the Plan Year begins.

(C) [ ] $__________ (a single dollar amount not to exceed the greater of $10,000 or one-half of Covered Compensation of any individual who attains Social Security Retirement Age during the calendar year in which the Plan begins).

(D) [ ] $__________ (a single dollar amount that exceeds the greater of $10,000 or one-half of Covered Compensation of any individual who attains Social Security Retirement Age during the calendar year in which the Plan Year begins, but not to exceed the greater of $25,450 or 150% of the Covered Compensation of an

individual attaining Social Security Retirement Age in the current Plan Year).

(E) [ ] a uniform percentage equal to ______% (greater than 100% but not greater than 150%) of each Participant's Covered Compensation for the current Plan Year, but in no event in excess of the Taxable Wage Base.

"Covered Compensation" means, with respect to a particular Participant for a particular Plan Year, the average (without indexing) of the Taxable Wage Bases in effect for each calendar year during the 35-year period ending with the last day of the calendar year in which the Participant attains (or will attain) Social Security Retirement Age. No increase in Covered Compensation will decrease a Participant's Stated Benefit.

In determining a Participant's Covered Compensation for a Plan Year, the Taxable Wage Base in effect for the current Plan Year and any subsequent Plan Year will be assumed to be the same as the Taxable Wage Base in effect as of the beginning of the Plan Year for which the determination is being made. Covered Compensation will be determined based on the following year:

(F) [ ] Current Plan Year, or

(G) [ ] _____________ Plan Year. The Employer may specify a Plan Year earlier than the current Plan Year, provided that the earlier Plan Year is the same for all Participants and is not earlier than the later of (i) the Plan Year that begins five years before the current Plan Year and (ii) the Plan Year beginning in 1989. If the specified Plan Year is more than five years before the current Plan Year, Covered Compensation will be that determined under the Covered Compensation table for the Plan Year five years before the current Plan Year.

A Participant's Covered Compensation for a Plan Year before the 35-year period ending with the last day of the calendar year in which the Participant attains Social Security Retirement Age is the Taxable Wage Base in effect as of the beginning of the Plan Year. A Participant's Covered Compensation for a Plan Year after such 35-year period is the Participant's Covered Compensation for the Plan Year during which the 35-year period ends.

(4) Additional Rules regarding Integration.

(A) Under each of the integrated formulas in this item
4(b) (including both parts of the Integrated Step-Rate Unit Benefit formula above), the excess benefit percentage shall not exceed the base benefit percentage by more than the "maximum excess allowance". As to each formula for any Year of Benefit Service, the "maximum excess allowance" is the lesser of (a) the base benefit percentage or

(b) the applicable factor determined from Table I (and multiplied by 35 in the case of the Integrated Flat Benefit formula). The applicable factor in Table I is based on Normal Retirement Age and the Integration Level.

(B) The integrated benefit formulas above are subject to the "overall permitted disparity limit" in this paragraph. For any Plan Year as to which this Employer Plan benefits any Participant who also benefits under another Qualified Plan or simplified employee pension plan of the Employer that provides for permitted disparity (or that imputes permitted disparity), the Current Stated Benefit for all Participants under this Employer Plan shall equal the excess benefit percentage (as otherwise adjusted under this Part IV) multiplied by the Participant's total Average Compensation and either (i) prorated for Years of Projected Participation less than 35, in the case of the Integrated Flat Benefit formula, or
(ii) multiplied by the Participant's total Years of Projected Participation up to the maximum total Years of Projected Participation taken into account in the Integrated Unit Benefit formula or the Integrated Step-Rate Unit Benefit formula, whichever may apply. If this paragraph applies, the Employer Plan shall have a Fresh-Start Date on the last day of the Plan Year preceding the Plan Year in which this paragraph first applies. In addition, if in any subsequent Plan Year the Employer Plan no longer benefits any Participant who also benefits under another Qualified Plan or simplified employee pension plan of the Employer that provides for permitted disparity (or that imputes permitted disparity), the Employer Plan shall have a Fresh-Start Date on the last day of the Plan Year preceding the Plan Year in which this paragraph no longer applies.

(c) Annual Employer Contribution. For each Plan Year the Employer shall contribute for each Participant who is eligible for such a contribution an amount intended to fund the Participant's Stated Benefit and calculated in accordance with this Section 4(c) and the tables of actuarial factors attached to this Adoption Agreement. The Employer contribution made on behalf of eligible Participants under this Part IV for a particular Plan Year shall be credited to the appropriate Participants' Employer Accounts.

To determine the annual Employer contribution necessary to fund the Stated Benefit, the interest rate shall be:

[ ] 7-1/2% [ ] 8% [ ] 8-1/2%

The calculation process, which shall be conducted as of the last day of the Plan Year and on the basis of both the Participant's age on his or her most recent birthday and the Interest Rate in effect on the last day of the prior Plan Year, is as follows:

Step One: If the Participant has not yet reached Normal Retirement Age, determine the present value of the Stated Benefit by multiplying the Stated Benefit by the factor that is the product of (i) the applicable factor in Table II and (ii) the applicable factor in Table IV. If the Participant is at or beyond Normal Retirement Age, determine such present value by multiplying the Stated Benefit by the applicable factor in Table V corresponding to that Normal Retirement Age.

Step Two: Calculate the excess, if any, of the amount determined in Step One over the "theoretical reserve", which is determined as follows:

(A) A Participant's theoretical reserve as of the last day of the first Plan Year in which the Participant participates in the Employer Plan, and as of the last day of the first Plan Year after any Plan Year in which the Employer Plan either did not satisfy the safe harbor in Regulations Section 1.401(a)(4)-8(b)(3) or was not a prior safe harbor plan, is zero. In all other cases, in the first Plan Year as to which this calculation (of the theoretical reserve) is in effect ("year one"), the theoretical reserve is (A) the present value of the Stated Benefit under Step One as of the last day of the Plan Year preceding year one, using the actuarial assumptions, Employer Plan provisions and Participant Compensation as of that date (except that, in the case of a Participant who is beyond Normal Retirement Age during year one, the Life Annuity factor used in the determination shall be the factor applicable for the Participant's Normal Retirement Age), minus (B) the present value of the level of annual Employer contributions due each Plan Year, beginning with year one and ending with the Plan Year in which the Participant reaches Normal Retirement Age, calculated as of the last day of the Plan Year preceding year one (again using the actuarial assumptions, Employer Plan provisions (disregarding those Employer Plan provisions providing for the limitations of Code
Section 415 or the minimum contributions of Code
Section 416) and Participant Compensation as of that date).

(B) After year one, the theoretical reserve is the sum of the amount determined for year one and the Employer contribution (as limited by Code Section 415, but without regard to the required minimum contributions under Code Section 416) for each subsequent Plan Year up through the last day of the current Plan Year (excluding any Employer contributions made for the current Plan Year), using the interest assumption in effect for each such Plan Year.

As a general rule, the calculations in this Step Two of the level of annual Employer contribution necessary to fund the Stated Benefit shall be made as of the last day of each Plan Year, based on the Participant's age as of his or her most recent birthday and on the interest rate under item 4 in effect on the last day of the prior Plan Year. However, in any Plan Year following the Plan Year in which the

Participant attains Normal Retirement Age, the accumulation in (ii) above is calculated without using the interest assumption.

Step Three: Amortize the amount determined in Step Two by multiplying it by the applicable factor from Table III. For the Plan Year in which the Participant attains Normal Retirement Age, and for subsequent Plan Years, the applicable Table III factor is
1.0. The amortized amount determined in this step constitutes the level of annual Employer contribution necessary to accumulate to the result in Step Two.

(d) Definitions.

(1) "Average Compensation" means the average of a Participant's annual Compensation (as defined in Article 2 of the Plan) over the three consecutive Plan Year period ending in either the current year or in any prior year that produces the highest average. If a Participant has less than three years of participation in the Employer Plan, Compensation shall be averaged over the Participant's total period of participation.

(2) "Cumulative Permitted Disparity Limit" for the applicable Participant shall be 35 minus:

(A) The number of years the Participant benefited or is treated as having benefited under the Employer Plan prior to the Participant's first Year of Projected Participation, and

(B) The number of years credited to the Participant for allocation or accrual purposes under one or more Qualified Plans or simplified employee pension plans (whether or not terminated) ever maintained by the Employer (other than years counted in (i) or counted toward a Participant's total Years of Projected Participation). 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.

For purposes of determining a Participant's Cumulative Permitted Disparity Limit, all years ending in the same calendar year are treated as the same year.

(3) "Current Stated Benefit", with respect to each Participant, means the product of the amount derived from the formula selected in (a) or (b) above and the following fraction:

(A) The Participant's number of years of participation from the latest Fresh-Start Date (if any) through and including the later of the year in which the Participant attains Normal Retirement Age or the current Plan Year, divided by

(B) The Participant's total Years of Projected Participation.

If the Employer Plan has not had a Fresh-Start Date, the fraction shall equal 1.0 for all Participants. For those Participants who first participated in the Employer Plan after the latest Fresh-Start Date, the fraction shall also equal 1.0. To determine the numerator in (i) above, only those current and prior years during which a Participant was eligible to receive a contribution under the Employer Plan will be taken into account.

(4) "Fresh-Start Date" means the last day of a Plan Year preceding a Plan Year for which provisions that would affect the amount of the Current Stated Benefit are amended. If applicable, the latest Fresh-Start Date of the Employer Plan is ____________________, ______.

(5) "Frozen Accrued Stated Benefit" is determined with respect to each Participant as of the Employer Plan's latest Fresh-Start Date, as if the Participant terminated employment with the Employer as of that date, and without regard to any amendment made to the Employer Plan after that date. If the Participant was not participating in the Employer Plan as of the latest Fresh-Start Date, the Participant's Frozen Accrued Stated Benefit will be zero.

A Participant's Frozen Accrued Stated Benefit is equal to the amount of the Current Stated Benefit in effect on the latest Fresh-Start Date that a Participant has accrued as of that date. This assumes that the Current Stated Benefit accrues ratably from the year in which the Participant first participated in this Employer Plan (or, if later, the preceding Fresh-Start Date under this Employer Plan) through and including the Plan Year in which the Participant attains Normal Retirement Age.

The amount of the Current Stated Benefit (in effect on the latest Fresh-Start Date) that a Participant is assumed to have ratably accrued is determined by multiplying the Employer Plan's Current Stated Benefit in effect on that date by the following fraction:

(A) The number of years of participation from the later of the Participant's first year of participation in the Employer Plan or the preceding Fresh-Start Date (if any) through and including the year that contains the latest Fresh-Start Date, divided by

(B) the number of years of participation from the later of the Participant's first year of participation in the Employer Plan or the preceding Fresh-Start Date (if any) through and including the later of the year in which the Participant attains Normal Retirement Age or the current Plan Year.

For purposes of this definition, only those years of participation during which a Participant was eligible to receive a contribution under the Employer Plan will be taken into account.

If the Employer Plan has had a preceding Fresh-Start Date, each Participant's Frozen Accrued Stated Benefit as of the latest Fresh-Start Date equals the sum of (i) the amount of the Current Stated Benefit (in effect on the latest Fresh-Start Date) that a Participant is assumed to have ratably accrued as of that date under the preceding paragraph, and (ii) the Frozen Accrued Stated Benefit determined as of the preceding Fresh-Start Date.

If (i) the Current Stated Benefit formula in effect on the latest Fresh-Start Date was not expressed as a Life Annuity for all Participants, and/or (ii) the Normal Retirement Age for any Participant on the latest Fresh-Start Date was greater than the Normal Retirement Age for that Participant under the Current Stated Benefit formula in effect after the latest Fresh-Start Date, this paragraph applies. The Frozen Accrued Stated Benefit will then be converted to an actuarially equivalent Life Annuity commencing at the Participant's Normal Retirement Age under the Current Stated Benefit formula in effect after the latest Fresh-Start Date. In doing so, the actuarial assumptions in effect under the Current Stated Benefit formula in effect on the latest Fresh-Start Date shall be used.

Notwithstanding the above, if in the immediately preceding Plan Year the Employer Plan did not satisfy the safe harbor for target benefit plans in Regulation Section 1.401(a)(4)-8(b)(3) or was not a "prior safe harbor plan", the Frozen Accrued Stated Benefit for any Participant (determined for the next Plan Year during which Regulation
Section 1.401(a)(4)-8(b)(3) is satisfied until the year following the next Fresh-Start Date, if any) shall be zero. The term "prior safe harbor plan" means a plan that
(1) was adopted and in effect on September 19, 1991, (2) contained a stated benefit formula which took into account service prior to that date, and (3) that satisfied the applicable nondiscrimination requirements for target benefit plans for those prior years. For purposes of determining whether a plan satisfies the applicable nondiscrimination requirements for target benefit plans for Plan Years beginning before January 1, 1994, no amendments after September 19, 1991, other than amendments necessary to satisfy Code Section 401(1), will be taken into account.

(6) "Social Security Retirement Age", as to each Participant, means the age determined in accordance with Code Section 415(b)(8).

(7) "Stated Benefit", with respect to each Participant, means the sum of his or her Frozen Accrued Stated Benefit and his or her Current Stated Benefit under the Employer Plan.

(8) "Taxable Wage Base" means the contribution and benefit base in effect under section 230 of the Social Security Act at the beginning of the Plan Year.

(9) "Years of Projected Participation", with respect to a Participant under the Employer Plan, is the sum of (1) and
(2), where (1) is the number of

years during which the Participant benefited under the Employer Plan beginning with the latest of: (a) the first Plan Year in which the Participant benefited under the Employer Plan, (b) the first Plan Year taken into account in the stated benefit formula, and (c) any Plan Year in which the Employer Plan did not satisfy the safe harbor for target benefit plans in Regulation Section 1.401(a)(4)-8(b)(3), and ending with the last day of the current Plan Year, and (2) is the number of years, if any subsequent to the current Plan Year through the end of the Plan Year in which the Participant attains Normal Retirement Age. For purposes of this definition, if the Employer Plan is a "prior safe harbor plan" (as defined in the definition of Frozen Accrued Stated Benefit), the Employer Plan is deemed to have satisfy the safe harbor for target benefit plans in Regulation Section 1.401(a)(4)-8(b)(3) and the Participant is treated as benefiting under the Employer Plan in any Plan Year beginning prior to January 1, 1994.

(a) Normal Retirement Age of 65. For purposes of determining a Participant's entitlement to the entire balance of his or her Accounts, a Participant's Normal Retirement Age shall be age 65 unless the Employer elects otherwise below.

(1) [ ] Earlier Normal Retirement Age. If this option is selected, a Participant's Normal Retirement Age shall be age ________ (not less than 55 and not to exceed 65).

(b) Vesting Schedule. A Participant who terminates Service prior to Normal Retirement Age for reasons other than death or Disability shall be entitled to receive the Vested Portion in his or her Employer Account. The Vested Portion shall be determined by vesting schedule ________ .

                              Percentage Vested
                              -----------------
Years of Vesting Service       A      B       C     D       E
--------------------------------------------------------------

Less than two                   0%     0%     0%   __%    100%

Two but less than three       100%    20%     0%   __%    100%

Three but less than four      100%    40%   100%   __%    100%

Four but less than five       100%    60%   100%   __%    100%

Five but less than six        100%    80%   100%   __%    100%

Six or more                   100%   100%   100%   __%    100%

Note: If Schedule D is elected, complete the schedule by showing the rate at which a Participant becomes vested. Schedule D must provide for a Vested Portion that is at every point in time equal to or greater than the Vested Portion prescribed under Schedule A, B or C, whichever is selected for comparison.

(c) Service for Predecessor Employers. Service shall not include service for any predecessor employer --- unless the Employer maintains the plan of such predecessor employer or the Employer elects otherwise below.

(1) [ ] Service Included. If this option is selected, Service shall include service for the following predecessor employer(s):

(A)____________________________________________

(B)____________________________________________

(a) Top-Heavy Testing. The Trustee shall determine annually whether the Employer Plan is a Top-Heavy Plan, unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects to test the Employer Plan itself to determine whether the Employer Plan is a Top-Heavy Plan.

(b) Minimum Benefits under Other Qualified Plan(s). If the Employer maintains another Qualified Plan (or Plans), the Minimum Contribution shall be made to this Employer Plan unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects that the Minimum Contribution shall not be made to this Employer Plan and that the minimum contribution and benefit requirements of section 416 of the Internal Revenue Code shall be satisfied by such other Qualified Plan (or Plans)________________________________________ (enter name of other Qualified Plan(s)).

(c) Present Value Determination. If the Employer maintains a Qualified Defined Benefit Plan, the Employer may elect to determine the Present Value of Accrued Benefits as defined in Section 12.1(e) of the Plan using the following assumptions:

(1) Interest rate ________ % per annum.

(2) Mortality Table: ________.

(a) Definition of Compensation. For purposes of the Employer Plan, "Compensation" (as defined in Article 2(10) of the Plan) shall mean (except as otherwise specifically provided in the Plan) (check one):

(1) [ ] Wages, Tips and Other Compensation Box on Form W-2. As defined in Article 2(10)(a)(1) of the Plan.

(2) [ ] Internal Revenue Code Section 3401(a) Wages. As defined in Article 2(10)(a)(2) of the Plan.

(3) [ ] 415 Safe-Harbor Compensation. As defined in Article 2(10)(a)(3) of the Plan.

(b) [ ] Exclusions from Compensation. If this option is selected, notwithstanding the definition selected above, "Compensation" shall not include the following (even if includible in gross income) (check any that apply):

(1) [ ] Reimbursement or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

(2)    [ ]  Overtime pay.

(3)    [ ]  Bonuses.

(4)    [ ]  Other:____________________________________

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other:_________________________________________

An Employer may rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Internal Revenue Code only to the extent provided in Announcement 2001-77, 2001-30 I.R.B., but may not rely on such opinion letter in certain other circumstances or with respect to certain qualification requirements which are specified in the opinion letter issued with respect to the Plan and in Announcement 2001-77. In order to obtain reliance in such circumstances with respect to such qualification requirements, the Employer must apply to Employee Plans Determinations of the Internal Revenue Service Key District Office for a determination letter.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association

Members Retirement Program and understands its provisions. The Employer represents that the sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101
Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By:_______________________________________

Title:____________________________________

Date:_____________________________________

---------------------------------------------------
Age at Which      Integration       Integration
Benefits          Level Options     Level Options
Commence          One Thru Three    Four and Five
---------------------------------------------------
65                .5200             .4160
---------------------------------------------------
64                .4856             .3884
---------------------------------------------------
63                .4504             .3603
---------------------------------------------------
62                .4160             .3328
---------------------------------------------------
61                .3816             .3052
---------------------------------------------------
60                .3464             .2771
---------------------------------------------------
59                .3296             .2636
---------------------------------------------------
58                .3120             .2496
---------------------------------------------------
57                .2944             .2355
---------------------------------------------------
56                .2776             .2220
---------------------------------------------------
55                .2600             .2080
---------------------------------------------------

The factors listed in this Table are based on payment under the Employer Plan in the form of a Life Annuity, and are further reduced by a factor of .8 as required for target benefit plans under Code Section 401(1) and applicable Income Tax Regulations 1008D.

Number of Years
to Age 65 (Normal              Interest Rate
Retirement Age)           7.50%    8.00%    8.50%
---------------------------------------------------
1                         7.868     7.589     7.326
---------------------------------------------------
2                         7.319     7.027     6.752
---------------------------------------------------
3                         6.808     6.506     6.223
---------------------------------------------------
4                         6.333     6.024     5.736
---------------------------------------------------
5                         5.891     5.578     5.286
---------------------------------------------------
6                         5.480     5.165     4.872
---------------------------------------------------
7                         5.098     4.782     4.491
---------------------------------------------------
8                         4.742     4.428     4.139
---------------------------------------------------
9                         4.412     4.100     3.815
---------------------------------------------------
10                        4.104     3.796     3.516
---------------------------------------------------
11                        3.817     3.515     3.240
---------------------------------------------------
12                        3.551     3.255     2.986
---------------------------------------------------
13                        3.303     3.014     2.752
---------------------------------------------------
14                        3.073     2.790     2.537
---------------------------------------------------
15                        2.859     2.584     2.338
---------------------------------------------------
16                        2.659     2.392     2.155
---------------------------------------------------
17                        2.474     2.215     1.986
---------------------------------------------------
18                        2.301     2.051     1.831
---------------------------------------------------
19                        2.140     1.899     1.687
---------------------------------------------------
20                        1.991     1.758     1.555
---------------------------------------------------
21                        1.852     1.628     1.433
---------------------------------------------------
22                        1.723     1.508     1.321
---------------------------------------------------
23                        1.603     1.396     1.217
---------------------------------------------------
24                        1.491     1.293     1.122
---------------------------------------------------
25                        1.387     1.197     1.034
---------------------------------------------------
26                        1.290     1.108     0.953
---------------------------------------------------
27                        1.200     1.026     0.878
---------------------------------------------------
28                        1.116     0.950     0.810
---------------------------------------------------
29                        1.039     0.880     0.746
---------------------------------------------------
30                        0.966     0.814     0.688
---------------------------------------------------
31                        0.899     0.754     0.634
---------------------------------------------------
32                        0.836     0.698     0.584
---------------------------------------------------
33                        0.778     0.647     0.538
---------------------------------------------------
34                        0.723     0.599     0.496
---------------------------------------------------
35                        0.673     0.554     0.457
---------------------------------------------------
36                        0.626     0.513     0.422
---------------------------------------------------
37                        0.582     0.475     0.389
---------------------------------------------------
38                        0.542     0.440     0.358
---------------------------------------------------
39                        0.504     0.407     0.330
---------------------------------------------------
40                        0.469     0.377     0.304
---------------------------------------------------
41                        0.436     0.349     0.280
---------------------------------------------------
42                        0.406     0.323     0.258
---------------------------------------------------
43                        0.377     0.299     0.238
---------------------------------------------------
44                        0.351     0.277     0.219
---------------------------------------------------
45                        0.327     0.257     0.202
---------------------------------------------------

Note: These factors are based on the UP-1984 Mortality Table.

               Amortization Factors
               --------------------

Number of Years
to Age 65 (Normal              Interest Rate
Retirement Age)           7.50%    8.00%    8.50%
---------------------------------------------------
1                         0.5181    0.5192    0.5204
---------------------------------------------------
2                         0.3577    0.3593    0.3609
---------------------------------------------------
3                         0.2777    0.2796    0.2814
---------------------------------------------------
4                         0.2299    0.2319    0.2339
---------------------------------------------------
5                         0.1982    0.2003    0.2024
---------------------------------------------------
6                         0.1756    0.1778    0.1801
---------------------------------------------------
7                         0.1588    0.1611    0.1634
---------------------------------------------------
8                         0.1458    0.1482    0.1506
---------------------------------------------------
9                         0.1355    0.1380    0.1405
---------------------------------------------------
10                        0.1272    0.1297    0.1323
---------------------------------------------------
11                        0.1203    0.1229    0.1255
---------------------------------------------------
12                        0.1145    0.1171    0.1198
---------------------------------------------------
13                        0.1096    0.1123    0.1151
---------------------------------------------------
14                        0.1054    0.1082    0.1110
---------------------------------------------------
15                        0.1018    0.1046    0.1075
---------------------------------------------------
16                        0.0986    0.1015    0.1044
---------------------------------------------------
17                        0.0958    0.0988    0.1018
---------------------------------------------------
18                        0.0934    0.0964    0.0994
---------------------------------------------------
19                        0.0912    0.0943    0.0974
---------------------------------------------------
20                        0.0893    0.0924    0.0956
---------------------------------------------------
21                        0.0876    0.0908    0.0940
---------------------------------------------------
22                        0.0861    0.0893    0.0925
---------------------------------------------------
23                        0.0847    0.0879    0.0912
---------------------------------------------------
24                        0.0835    0.0867    0.0901
---------------------------------------------------
25                        0.0823    0.0857    0.0890
---------------------------------------------------
26                        0.0813    0.0847    0.0881
---------------------------------------------------
27                        0.0804    0.0838    0.0872
---------------------------------------------------
28                        0.0795    0.0830    0.0865
---------------------------------------------------
29                        0.0788    0.0822    0.0858
---------------------------------------------------
30                        0.0781    0.0816    0.0851
---------------------------------------------------
31                        0.0774    0.0810    0.0846
---------------------------------------------------
32                        0.0768    0.0804    0.0840
---------------------------------------------------
33                        0.0763    0.0799    0.0836
---------------------------------------------------
34                        0.0758    0.0794    0.0831
---------------------------------------------------
35                        0.0753    0.0790    0.0827
---------------------------------------------------
36                        0.0749    0.0786    0.0824
---------------------------------------------------
37                        0.0745    0.0783    0.0820
---------------------------------------------------
38                        0.0742    0.0779    0.0817
---------------------------------------------------
39                        0.0739    0.0776    0.0815
---------------------------------------------------
40                        0.0736    0.0774    0.0812
---------------------------------------------------
41                        0.0733    0.0771    0.0810
---------------------------------------------------
42                        0.0730    0.0769    0.0808
---------------------------------------------------
43                        0.0728    0.0767    0.0806
---------------------------------------------------
44                        0.0726    0.0765    0.0804
---------------------------------------------------
45                        0.0724    0.0763    0.0802
---------------------------------------------------

Normal                         Interest Rate
Retirement Age            7.50%    8.00%    8.50%
---------------------------------------------------
80                        0.206     0.194     0.184
---------------------------------------------------
79                        0.231     0.219     0.207
---------------------------------------------------
78                        0.258     0.246     0.234
---------------------------------------------------
77                        0.289     0.276     0.263
---------------------------------------------------
76                        0.322     0.309     0.296
---------------------------------------------------
75                        0.359     0.346     0.333
---------------------------------------------------
74                        0.400     0.387     0.374
---------------------------------------------------
73                        0.446     0.432     0.419
---------------------------------------------------
72                        0.495     0.482     0.469
---------------------------------------------------
71                        0.549     0.537     0.525
---------------------------------------------------
70                        0.609     0.597     0.586
---------------------------------------------------
69                        0.674     0.664     0.653
---------------------------------------------------
68                        0.745     0.736     0.728
---------------------------------------------------
67                        0.822     0.816     0.810
---------------------------------------------------
66                        0.907     0.904     0.900
---------------------------------------------------
65                        1.000     1.000     1.000
---------------------------------------------------
64                        1.101     1.106     1.110
---------------------------------------------------
63                        1.212     1.221     1.231
---------------------------------------------------
62                        1.332     1.348     1.363
---------------------------------------------------
61                        1.464     1.486     1.509
---------------------------------------------------
60                        1.606     1.637     1.669
---------------------------------------------------
59                        1.761     1.802     1.844
---------------------------------------------------
58                        1.929     1.982     2.036
---------------------------------------------------
57                        2.111     2.177     2.246
---------------------------------------------------
56                        2.309     2.390     2.475
---------------------------------------------------
55                        2.523     2.622     2.726
---------------------------------------------------

Note: These factors are based on the UP-1984 Mortality Table.

Normal                             Interest Rate
Retirement Age            7.50%    8.00%     8.50%
---------------------------------------------------
80                        5.151     5.053     4.959
---------------------------------------------------
79                        5.370     5.264     5.162
---------------------------------------------------
78                        5.591     5.476     5.366
---------------------------------------------------
77                        5.814     5.690     5.572
---------------------------------------------------
76                        6.039     5.905     5.777
---------------------------------------------------
75                        6.266     6.122     5.985
---------------------------------------------------
74                        6.494     6.339     6.192
---------------------------------------------------
73                        6.721     6.556     6.398
---------------------------------------------------
72                        6.947     6.771     6.603
---------------------------------------------------
71                        7.171     6.983     6.804
---------------------------------------------------
70                        7.392     7.192     7.003
---------------------------------------------------
69                        7.610     7.399     7.198
---------------------------------------------------
68                        7.825     7.601     7.389
---------------------------------------------------
67                        8.037     7.801     7.577
---------------------------------------------------
66                        8.248     7.999     7.764
---------------------------------------------------
65                        8.458     8.196     7.949
---------------------------------------------------
64                        8.666     8.390     8.131
---------------------------------------------------
63                        8.870     8.581     8.311
---------------------------------------------------
62                        9.072     8.770     8.485
---------------------------------------------------
61                        9.270     8.954     8.657
---------------------------------------------------
60                        9.463     9.133     8.825
---------------------------------------------------
59                        9.651     9.307     8.986
---------------------------------------------------
58                        9.834     9.477     9.143
---------------------------------------------------
57                        10.012    9.641     9.295
---------------------------------------------------
56                        10.186    9.801     9.442
---------------------------------------------------
55                        10.354    9.955     9.585
---------------------------------------------------

Note: These factors are based on the UP-1984 Mortality Table.

STANDARDIZED PROFIT SHARING PLAN
WITH 401(K) ARRANGEMENT, INCLUDING SAFE HARBOR OPTION
ADOPTION AGREEMENT 01-001

(a) Name of Employer Plan:

This is the__________________________________________________ (the "Plan").

(b) Employer Plan Year End. The end of the Plan Year is: ____/____ (enter the last day and month of the Employer's fiscal year).

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [ ] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(a)      Employer Name:    ______________________________________

         Address:          ______________________________________
                           ______________________________________
                           ______________________________________

         Contact's Name:   ______________________________________

         Telephone Number: ______________________________________

         Facsimile Number: ______________________________________

Employer Tax I.D. Number: ______________________________

(b) Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

(1) _______________________________________________ Print Name Title

(2) _______________________________________________ Print Name Title

(c)      Employer's Form of Business (check one):

         (1)      [ ]      C Corporation:     ________ (enter date of
                           incorporation)

         (2)      [ ]      S Corporation:     ________ (enter date of
                           incorporation)

         (3)      [ ]      Partnership

         (4)      [ ]      Sole Proprietorship

         (5)      [ ]      Tax-Exempt Entity (as described in section
                           501(c)(3) of the Internal Revenue Code)

         (6)      [ ]      Limited Liability Company

                  (A)      [ ]      Taxable as a C Corporation

                  (B)      [ ]      Taxable as a Partnership

         (7)      [ ]      Other:   ______________________________

(a) Participation Requirements.

(1) For Employer Contributions. For purposes of receiving allocations of Employer contributions pursuant to
Section 4, Eligible Employees can begin participation in the Employer Plan, after meeting the following participation requirements (check one):

(A) [ ] No age and no service requirements.

(B) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(i) [ ] ________ months of Service (not to exceed 12 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 24); or

(ii) [ ] ________ Years of Eligibility Service (not to exceed 1 unless Vesting Schedule A, E or a more favorable D is selected in Section
5(b); but in no case to exceed 2).

(2) For Elective Pre-Tax Contributions. For purposes of making Elective Contributions pursuant to Section 9 and Section 4.2(b) of the Plan,

Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(A) [ ] No age and no service requirements.

(B) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(i) [ ] ________ months of Service (not to exceed 12); or

(ii) [ ] ________ Years of Eligibility Service (not to exceed 1).

(b) Years of Eligibility Service. If Box 3(a)(1)(B)(ii) or Box 3(a)(2)(B)(ii) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(c) Employment Year. If Box 3(a)(1)(B)(ii) or Box 3(a)(2)(B)(ii) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(d) Entry Dates. Eligible Employees who satisfy the participation requirements above shall become Participants on any following Entry Date. Entry Date shall mean (check one):

(1) [ ] The first day after meeting the participation requirements.

(2) [ ] The first day of first and seventh month of each Plan Year after meeting the participation requirements.

(3) [ ] The first day of each month after meeting the participation requirements.

(4) [ ] The first day of each calendar quarter after meeting the participation requirements.

(a) [ ] Non-integrated Allocation Formula. If this option is selected, Employer contributions shall be allocated to eligible Participants in the proportion that each such Participant's Compensation for the Plan Year bears to the total Compensation of all such Participants for the Plan Year.

(b) [ ] Integrated Allocation Formula. If this option is selected, Employer contributions shall be allocated first to eligible Participants in the proportion that each such Participant's Compensation in excess of the Integration Level for the Plan Year bears to the total Compensation in excess of the Integration Level of all such Participants and then to eligible Participants in the proportion that the sum of each Participant's total Compensation plus Compensation in excess of the Integration Level bears to the sum of the total Compensation plus Compensation in excess of the Integration Level for all Participants for the Plan Year, all subject to the limits described in Section 5.2(d)(2) and (3) of the Plan. Note: An Employer who maintains any other Qualified Plan that provides for integrated contributions or benefits for any of the same Participants may not elect to the Integrated Allocation Formula option.

(1) Integration Level. "Integration Level" shall mean the Taxable Wage Base (as defined in Section 5.2(e)(3) of the Plan), unless the Employer elects a lesser amount below.

(A) [ ] If this option is selected, Integration Level shall be (check one):

(i) ________ % (not to exceed 100%) of the Taxable Wage Base for the Plan Year; or

(ii) $ ________ (not to exceed the Taxable Wage Base).

(a) Normal Retirement Age of 65. For purposes of determining a Participant's entitlement to the entire balance of his or her Accounts, a Participant's Normal Retirement Age shall be age 65 unless the Employer elects otherwise below.

(1) [ ] Earlier Normal Retirement Age. If this option is selected, a Participant's Normal Retirement Age shall be age ________ (not less than 55 and not to exceed 65).

(b) Vesting Schedule. A Participant who terminates Service prior to Normal Retirement Age for reasons other than death or Disability shall be entitled to receive the Vested Portion in his or her Matching Contribution Account and/or Employer Account. The Vested Portion shall be determined by vesting schedule ________ .

                              Percentage Vested
                              -----------------
Years of Vesting Service        A        B        C       D        E
----------------------------------------------------------------------

Less than two                0%       0%       0%       __%     100%

Two but less than three      100%     20%      0%       __%     100%

Three but less than four     100%     40%      100%     __%     100%

Four but less than five      100%     60%      100%     __%     100%

Five but less than six       100%     80%      100%     __%     100%

Six or more                  100%     100%     100%     __%     100%

Note: If Schedule D is elected, complete the schedule by showing the rate at which a Participant becomes vested. Schedule D must provide for a Vested Portion that is at every point in time equal to or greater than the Vested Portion prescribed under Schedule A, B or C, whichever is selected for comparison.

(1) [ ] Service Included. If this option is selected, Service shall include service for the following predecessor employer(s):

(A) ______________________________

(B) ______________________________

(d) [ ] Application of Forfeitures. Amount forfeited by Participants shall be (check one):

(1) [ ] Applied to reduce Employer contributions.

(2) [ ] Reallocated among eligible Participants.

(a) Top-Heavy Testing. The Trustee shall determine annually whether the Employer Plan is a Top-Heavy Plan, unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects to test the Employer Plan itself to determine whether the Employer Plan is a Top-Heavy Plan.

(b) Present Value Determination. If the Employer maintains a standardized form of the ABA Member's Defined Benefit Pension Plan, the Employer may elect to determine the Present Value of Accrued Benefits as defined in Section 12.1(e) of the Plan using the following assumptions:

(1) Interest rate ________ % per annum.

(2) Mortality Table: ________.

(a) Definition of Compensation. For purposes of the Employer Plan, "Compensation" (as defined in Article 2(10) of the Plan) shall mean (except as otherwise specifically provided in the Plan) (check one):

(1) [ ] Wages, Tips and Other Compensation Box on Form W-2. As defined in Article 2(10)(a)(1) of the Plan.

(2) [ ] Internal Revenue Code Section 3401(a) Wages. As defined in Article 2(10)(a)(2) of the Plan.

(3) [ ] 415 Safe-Harbor Compensation. As defined in Article 2(10)(a)(3) of the Plan.

(b) [ ] Exclusions from Compensation. If this option is selected, notwithstanding the definition selected above, "Compensation" shall not include reimbursement or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

(a) [ ] Calendar Year Election. If this option is selected, only Employees who are 5%-owners at any time during the current or prior Plan Year or earned Compensation in excess of $85,000 (as indexed) for the calendar year beginning with or within the prior Plan Year shall be Highly Compensated Employees.

(b) [ ] Top Paid Group Election. If this option is selected, only Employees in the top 20% of Employees for the prior Plan Year (or, if the Calendar Year Election was made above, the calendar year beginning with or within the prior Plan Year ) ranked by Compensation shall be Highly Compensated Employees.

(a) [ ] Eligibility for Elective Pre-Tax Contributions. If this option is selected, all Eligible Employees shall be permitted to make Elective Contributions in the Employer Plan after meeting the applicable participation requirements unless the Employer elects otherwise below.

(1) [ ] Exclusion of Highly Compensated Employees. If this option is selected, Participants who are Highly Compensated Employees will not be permitted to make Elective Contributions.

(b) [ ] Automatic Enrollment. If this option is selected, all Eligible Employees who meet the applicable participation requirements above shall be deemed to have elected to make Elective Contributions in an amount equal to ________ % or $ ________ (not to exceed 25% of a Participant's Compensation) of their Compensation unless and until a Participant affirmatively elects a different amount (including no amount) pursuant to Section 4.2(d) of the Plan.

(c) [ ] Safe Harbor Election. If this option is selected, the Employer intends for this Employer Plan to be a Safe Harbor Plan and agrees to maintain this Employer Plan in accordance with section s401(k)(12) and 401(m)(ii) of the Internal Revenue Code and Section 4.2(f) of the Plan.

Note: Participants who are eligible to make Elective Contributions pursuant to this Section 9 may also be eligible to receive a Top-Heavy Minimum Contribution pursuant to Article 12 of the Plan.

(a) [ ] Post-Tax Employee Contributions. If this option is selected, all Participants may elect to make Post-Tax Employee Contributions unless the Employer elects otherwise below.

(1) [ ] Exclusion of Highly Compensated Employees. If this option is selected, Participants who are Highly Compensated Employees will not be permitted to make Post-Tax Employee Contributions.

(a) [ ] Matching Contributions on Elective Contributions. If this option is selected, the Employer shall make Matching Contributions on behalf of each Participant who makes Elective Contributions as follows (check one):

(1)      [ ]      Fixed Matching Contributions. The Employer
         shall make a Matching Contribution in an amount equal
         to ________ % of a Participant's Elective
         Contributions not in excess of ________ % or $
         ________of a Participant's Compensation for the Plan
         Year; or

(2)      [ ]      Tiered Matching Contributions.

         (A)      The Employer shall make a Matching

Contribution in an amount equal to ________ % of a Participant's Elective Contributions not in excess of ________ % or $ ________ of a Participant's Compensation for the Plan Year; and

(B) ________ % of a Participant's Elective Contributions over ________ % or $ ________ of a Participant's Compensation but not in excess of ________ % or $ ________ of a Participant's Compensation for the Plan Year.

Note: The rate of Tiered Matching Contributions must decrease as the rate of Elective Contributions increases.

(b) [ ] Discretionary Matching Contributions on Elective Contributions. If this option is selected, the Employer may make Matching Contributions on behalf of Participants who make Elective Contributions in an amount determined by the Employer in its sole discretion for each Plan Year.

(c) Eligibility for Matching Contributions. If the Employer elects to make Matching Contributions, all Participants shall be entitled to receive an allocation of Matching Contributions for a Plan Year unless the Employer elects otherwise below.

(1) [ ] Non-Highly Compensated Requirement. If this option is elected, only Participants who are Non-Highly Compensated Employees will receive an allocation of Matching Contributions.

(a) Prior Plan Year Data Default - For purposes of applying the nondiscrimination test in Section 4.2(d) of the Plan, the actual deferral percentage and the actual contribution percentage of Highly Compensated Employees for the Plan Year shall be compared to the actual deferral percentage and the actual contribution percentage of Non-Highly Compensated Employees for the immediately preceding Plan Year unless the Employer elects otherwise below:

(1) [ ] Current Year Testing Method. If this option is selected, the Employer elects to use the actual deferral percentage and the actual contribution percentage of Non-Highly Compensated Employees for the same Plan Year in applying the tests.

Note: Notwithstanding any Employer election to the contrary, the Current Year Testing Method will be used for purposes of applying the actual contribution percentage test if the actual deferral percentage test is deemed satisfied.

(b) Initial Year Testing Method. If this is a new Employer Plan, other than a successor plan, the actual contribution percentage test and the actual deferral percentage test shall be applied assuming a 3% actual contribution and actual deferral percentage for Non-Highly Compensated Employees unless the Employer elects otherwise below

(1) [ ] Actual Percentages Method. If this option is selected, the Employer elects to use the actual contribution and actual deferral percentage of Non-Highly Compensated Employees for the initial Plan Year for purposes of applying the tests.

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Hardship Withdrawals. If this option is selected, Participants may apply to withdraw from their Employer Account and Matching Contribution Account an amount required to satisfy a hardship in accordance with Section 7.2 of the Plan.

(b) [ ] 401(k) Hardship Withdrawals. If this option is selected and the Employer has adopted the 401(k) arrangement under Section 4.2 of the Plan, Participants may also apply to withdraw from their Participant's 401(k) Salary Deferral Account an amount required to satisfy a hardship in accordance with Section 7.2(a) and (c) of the Plan.

(c) Age 59 1/2 Withdrawal. Participant may elect to receive a distribution of the Vested Portion of their Employer Account and Matching Contribution Account upon attaining age 59 1/2 unless the Employer elects to permit such withdrawals earlier below.

(1) [ ] Prior to Age 59 1/2Election. If this option is selected, Participants may elect to receive a distribution of the Vested Portion of their Employer Account and Matching Contribution Account earlier upon attainment of age ________ (not earlier than age 55).

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other: ___________________________________

(a) Minimum Contribution with Paired Plans. If an Employer maintains this Employer Plan and another Employer Plan by means of a different standardized Adoption Agreement under the Plan or if the Employer also adopts a standardized form of the ABA Member's Defined Benefit Pension Plan as paired plans, the following rule shall apply (check one):

(1) [ ] Each Paired Plan. If this option is selected, the Employer shall make a Minimum Contribution to both Employer Plans; or

(2) [ ] Identical Elections. If this option is selected, the Employer agrees to make identical elections in this Adoption Agreement and in ____________________________ (enter name of other standardized Adoption Agreement under the Plan) with respect to the participation requirements and the entry date under Section 3.

An Employer may rely in an opinion letter issued by the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Code, except to extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B. 553 and Announcement 2001-77, 2001-30 I.R.B. An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in section 419(e) of the Internal Revenue Code, which provides post-retirement medical benefits allocated to separate accounts for Key Employees, or an individual medical account, as defined in section 415(l)(2) of the Internal Revenue Code) in addition to this Employer Plan other than standardized forms of the Plan and/or the American Bar Association Members Defined Benefit Pension Plan as paired plans, may not rely on the opinion letter issued by the National Office of the Internal Revenue Service with respect to the requirements of sections 415 and 416 of the Code. If the Employer who adopts or maintains multiple plans (other than paired plans) wishes to obtain reliance with respect to the requirements of sections 415 and 416 of the Code, application for a determination letter should be made to Employee Plans Determinations of the Internal Revenue Service. The Employer may not rely on the opinion letter in certain other circumstances, which are specified in the opinion letter issued with respect to the Plan, section 6 of the Revenue Procedure 2000-20 and Announcement 2001-77.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association Members Retirement Program and understands its provisions. The Employer represents that the

sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101
Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By: _______________________________

Title: ____________________________

Date: _____________________________

SAFE HARBOR 401(k) PLAN SUPPLEMENT

If the Employer elected in the Adoption Agreement that the Employer intended for the Employer Plan to be a Safe Harbor Plan, the Employer must complete this Safe Harbor 401(k) Plan Supplement.

(a) [ ] Actual Deferral Percentage Test. If this option is selected, the Employer shall make a Safe Harbor Contribution in accordance with Section 4.2(f) of the Plan for the Plan Year on behalf of each eligible Participant for purposes of deemed satisfaction of the actual deferral percentage test as follows (check one):

(1) [ ] Basic Safe Harbor Matching Contributions.
The Employer shall make a basic Safe Harbor Matching Contribution equal to 100% of a Participant's Elective Contributions not in excess of 3% of a Participant's Compensation for the Plan Year and 50% of a Participant's Elective Contributions over 3% but not in excess of 5% of a Participant's Compensation for the Plan Year.

(2) [ ] Enhanced Safe Harbor Matching Contributions. The Employer shall make an enhanced Safe Harbor Matching Contribution equal to:

(A) ________ % of a Participant's Elective Contributions not in excess of ________ % of a Participant's Compensation for the Plan Year; and

(B) ________ % of a Participant's Elective Contributions over ________ % but not in excess of ________ % or $ ________ of a Participant's Compensation for the Plan Year.

Note: Enhanced Safe Harbor Matching Contributions must in the aggregate at least equal the aggregate amount of basic Safe Harbor Matching Contributions and must not be made in excess of 6% of a Participant's Compensation.

(3) [ ] Safe Harbor Nonelective Employer Contribution. The Employer shall make a Safe Harbor Nonelective Employer Contributions equal to ________ % (not less than 3%) of a Participant's Compensation.

(b) [ ] Actual Contribution Percentage Test. If this option is selected, the Employer intends that Matching Contributions made on behalf of Participants for the Plan Year also meet the requirements for purposes of deemed satisfaction of the actual contribution percentage test.

Note: An Employer Plan that meets the requirements for deemed satisfaction of the actual deferral percentage test will also be deemed to satisfy the actual contribution percentage test with respect to Matching Contributions made provided that (i) such Matching Contributions are not made with respect to Elective Contributions and Post-Tax Employee Contributions in excess of 6% of a Participant's Compensation, (ii) the amount of any discretionary Matching Contributions made for each Participant does not exceed 4% of the Participant's Compensation for the Plan Year and (iii) all other requirements described in Section 4.2(f)(2) of the Plan are met.

(a) Eligibility for Safe Harbor Contributions. All Participants shall be entitled to receive an allocation of Safe Harbor Contributions for a Plan Year unless the Employer elects otherwise below.

(1) [ ] Non-Highly Compensated Requirement. If this option is elected, only Participants who are Non-Highly Compensated Employees shall receive an allocation of Safe Harbor Contributions.

(a) [ ] 401(k) Plan. If this option is selected, the Employer shall make the Safe Harbor Contributions to the paired plan that includes the cash or deferred arrangement under section 401(k) of the Internal Revenue Code; or

(b) [ ] Identical Elections. If this option is selected, the Employer agrees to make identical elections in each of the Adoption Agreements for the paired plans with respect to the participation requirements and the entry date; provided, however, that the paired plans have identical Plan Years.

Note: If, during a Plan Year and in accordance with Notice 2000-3, an Employer wishes to amend (i) an Employer Plan to become a Safe Harbor Plan or (ii) an Employer Plan to suspend Safe Harbor Matching Contributions under a Safe Harbor Plan , an Employer may so amend the Plan by completing a new Adoption Agreement with the applicable changes.

STANDARDIZED DEFINED CONTRIBUTION PENSION PLAN
ADOPTION AGREEMENT 01-002

(a) Name of Employer Plan:

This is the__________________________________________________ (the "Plan").

(b) Employer Plan Year End. The end of the Plan Year is: ____/____ (enter the last day and month of the Employer's fiscal year).

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [ ] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(a)      Employer Name:    ______________________________________

         Address:          ______________________________________
                           ______________________________________
                           ______________________________________

         Contact's Name:   ______________________________________

         Telephone Number: ______________________________________

         Facsimile Number: ______________________________________

Employer Tax I.D. Number: ______________________________

(b) Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

         (1)      _______________________________________________
                       Print Name                Title

         (2)      _______________________________________________
                       Print Name                Title

(c)      Employer's Form of Business (check one):

         (1)      [ ]      C Corporation:     ________ (enter date of
                           incorporation)

         (2)      [ ]      S Corporation:     ________ (enter date of
                           incorporation)

         (3)      [ ]      Partnership

         (4)      [ ]      Sole Proprietorship

         (5)      [ ]      Tax-Exempt Entity (as described in section
                           501(c)(3) of the Internal Revenue Code)

         (6)      [ ]      Limited Liability Company

(A) [ ] Taxable as a C Corporation

(B) [ ] Taxable as a Partnership

(7) [ ] Other: ______________________________

(a) Participation Requirements. Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(1) [ ] No age and no service requirements.

(2) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(A) [ ] ________ months of Service (not to exceed 12 unless Vesting Schedule A, E or a more favorable D is selected in Section
5(b); but in no case to exceed 24); or

(B) [ ] ________ Years of Eligibility Service (not to exceed 1 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 2).

(b) Years of Eligibility Service. If Box 3(a)(2)(B) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(c) Employment Year. If Box 3(a)(2)(B) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(d) Entry Dates. Eligible Employees who satisfy the participation requirements above shall become Participants on any following Entry Date. Entry Date shall mean (check one):

(1) [ ] The first day after meeting the participation requirements.

(2) [ ] The first day of first and seventh month of each Plan Year after meeting the participation requirements.

(3) [ ] The first day of each month after meeting the participation requirements.

(4) [ ] The first day of each calendar quarter after meeting the participation requirements.

(a) [ ] Fixed Allocation Formula. If this option is selected, for each Plan Year, the Employer shall make an Employer contribution on behalf of each Participant in an amount equal to ________ % (not to exceed 25%) of such Participant's Compensation.

(b) [ ] Integrated Allocation Formula. If this option is selected, for each Plan Year, the Employer shall make an Employer contribution on behalf of each Participant in an amount equal to ________ % of such Participant's Compensation PLUS ________ % of each eligible Participant's Compensation in excess of the Integration Level, subject to the limits described in Section 5.2(d)(2) and (3) of the Plan. Note: An Employer who maintains any other Qualified Plan that provides for integrated contributions or benefits for any of the same Participants may not elect to the Integrated Allocation Formula option.

(1) Integration Level. "Integration Level" shall mean the Taxable Wage Base (as defined in Section 5.2(e)(3) of the Plan), unless the Employer elects a lesser amount below.

(A) [ ] If this option is selected, Integration Level shall be (check one):

(i) ________ % (not to exceed 100%) of the Taxable Wage Base for the Plan Year; or

(ii) $ ________ (not to exceed the Taxable Wage Base).

(a) Normal Retirement Age of 65. For purposes of determining a Participant's entitlement to the entire balance of his or her Accounts, a Participant's Normal Retirement Age shall be age 65 unless the Employer elects otherwise below.

(1) [ ] Earlier Normal Retirement Age. If this option is selected, a Participant's Normal Retirement Age shall be age ________ (not less than 55 and not to exceed 65).

(b) Vesting Schedule. A Participant who terminates Service prior to Normal Retirement Age for reasons other than death or Disability shall be entitled to receive the Vested Portion in his or her Employer Account. The Vested Portion shall be determined by vesting schedule ________ .

                            Percentage Vested
                            -----------------
Years of Vesting Service        A        B        C       D        E
----------------------------------------------------------------------

Less than two                0%       0%       0%       __%     100%

Two but less than three      100%     20%      0%       __%     100%

Three but less than four     100%     40%      100%     __%     100%

Four but less than five      100%     60%      100%     __%     100%

Five but less than six       100%     80%      100%     __%     100%

Six or more                  100%     100%     100%     __%     100%

Note: If Schedule D is elected, complete the schedule by showing the rate at which a Participant becomes vested. Schedule D must provide for a Vested Portion that is at every point in time equal to or greater than the Vested Portion prescribed under Schedule A, B or C, whichever is selected for comparison.

(1) [ ] Service Included. If this option is selected, Service shall include service for the following predecessor employer(s):

(A) ___________________________________

(B) ___________________________________

(a) Top-Heavy Testing. The Trustee shall determine annually whether the Employer Plan is a Top-Heavy Plan, unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects to test the Employer Plan itself to determine whether the Employer Plan is a Top-Heavy Plan.

(b) Present Value Determination. If the Employer maintains a Qualified Defined Benefit Plan, the Employer may elect to determine the Present Value of Accrued Benefits as defined in Section 12.1(e) of the Plan using the following assumptions:

(1) Interest rate ________ % per annum.

(2) Mortality Table: ________.

(a) Definition of Compensation. For purposes of the Employer Plan, "Compensation" (as defined in Article 2(10) of the Plan) shall mean (except as otherwise specifically provided in the Plan) (check one):

(1) [ ] Wages, Tips and Other Compensation Box on Form W-2. As defined in Article 2(10)(a)(1) of the Plan.

(2) [ ] Internal Revenue Code Section 3401(a) Wages. As defined in Article 2(10)(a)(2) of the Plan.

(3) [ ] 415 Safe-Harbor Compensation. As defined in Article 2(10)(a)(3) of the Plan.

(b) [ ] Exclusions from Compensation. If this option is selected, notwithstanding the definition selected above, "Compensation" shall not include reimbursement or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other: ___________________________________

(a) Minimum Contribution with Paired Plans. If an Employer maintains this Employer Plan and another Employer Plan by means of a different standardized Adoption Agreement under the Plan or if the Employer also adopts a standardized form of the ABA Member's Defined Benefit Pension Plan as paired plans, the following rule shall apply (check one):

(1) [ ] Each Paired Plan. If this option is selected, the Employer shall make a Minimum Contribution to both Employer Plans; or

(2) [ ] Identical Elections. If this option is selected, the Employer agrees to make identical elections in this Adoption Agreement and in ____________________ (enter name of other standardized Adoption Agreement under the Plan) with respect to the participation requirements and the entry date under Section 3.

An Employer may rely in an opinion letter issued by the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Code, except to extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B. 553 and Announcement 2001-77, 2001-30 I.R.B. An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in section 419(e) of the Internal Revenue Code, which provides post-retirement medical benefits allocated to separate accounts for Key Employees, or an individual medical account, as defined in section 415(l)(2) of the Internal Revenue Code) in addition to this Employer Plan other than standardized forms of the Plan and/or the American Bar Association Members Defined Benefit Pension Plan as paired plans, may not rely on the opinion letter issued by the National Office of the Internal Revenue Service with respect to the requirements of sections 415 and 416 of the Code. If the Employer who adopts or maintains multiple plans (other than paired plans) wishes to obtain reliance with respect to the requirements of sections 415 and 416 of the Code, application for a determination letter should be made to Employee Plans Determinations of the Internal Revenue Service. The Employer may not rely on the opinion letter in certain other circumstances, which are specified in the opinion letter issued with respect to the Plan, section 6 of the Revenue Procedure 2000-20 and Announcement 2001-77.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association Members Retirement Program and understands its provisions. The Employer represents that the sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101
Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By: _______________________________

Title: ____________________________

Date: _____________________________

SIMPLE 401(K) PLAN
ADOPTION AGREEMENT 01-008

(a) Name of Employer Plan:

This is the______________________________________________ (the "Plan").

(b) Calendar Plan Year. The Plan Year is the calendar year.

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [ ] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(e) Number of Employees with Compensation in Excess of $5,000 During the Prior Plan Year. ________ (must be less than 100). The Employer agrees to notify ABRA immediately if this number exceeds 100.

(a)      Employer Name:     ________________________________________

         Address:           ________________________________________

         Contact's Name:    ________________________________________

         Telephone Number:  ________________________________________

         Facsimile Number:  ________________________________________

Employer Tax I.D. Number: _________________________________

Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

                  (1)      __________________________________________________
                               Print Name                    Title

                  (2)      __________________________________________________
                               Print Name                    Title

         (b)      Employer's Form of Business (check one):

                  (1)      [ ]      C Corporation: ________ (enter date of
                                    incorporation)

                  (2)      [ ]      S Corporation: ________ (enter date of
                                    incorporation)

                  (3)      [ ]      Partnership

                  (4)      [ ]      Sole Proprietorship

                  (5)      [ ]      Tax-Exempt Entity (as described in section
                                    501(c)(3) of the Internal Revenue Code)

                  (6)      [ ]      Limited Liability Company

                                    (A)      [ ]     Taxable as a C Corporation

                                    (B)      [ ]     Taxable as a Partnership

                  (7)      [ ]      Other: ___________________________________

3.       ELIGIBILITY.
         ------------

(a) Participation Requirements. Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(1) [ ] No age and no service requirements.

(2) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(A) [ ] ________ months of Service (not to exceed 12); or

(B) [ ] ________ Years of Eligibility Service (not to exceed 1).

(b) Years of Eligibility Service. If Box 3(a)(2)(B) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours

of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(c) Employment Year. If Box 3(a)(2)(B) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(a) [ ] Additional Election Periods. If this option is selected, an Employer elects to provide additional 60-day election periods ending on each of the following dates and agrees to provide notice before the beginning of each such additional election period (check any that apply):

(1)      [ ]      The first day of first and seventh month of
         each Plan Year.

(2)      [ ]      The first day of each calendar quarter.

(3)      [ ]      Other: _____________________________________

(a) [ ] Nonelective Employer Contribution. If this option is selected, the Employer shall notify each Participant before the beginning of the 60-day period described in Section 6 above of the Employer's intention to make a Nonelective Employer Contribution in lieu of a Matching Contribution for the Plan Year on behalf of each Participant who received at least $ ___________ (cannot be greater than $5,000) in Compensation from the Employer equal to 2 % of such Participant's Compensation for the Plan Year.

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other: _________________________________________

The Employer represents that no contributions have been made, or benefits accrued for service, during the year containing this Employer Plan's Effective Date on behalf of any Eligible Employee under a qualified retirement plan, a qualified annuity plan, a governmental plan, a tax-sheltered annuity or a simplified employee pension. The Employer agrees to notify ABRA immediately in the event the Employer or any Related Employer adopts any such plan or arrangement after this Employer Plan's Effective Date pursuant to which contribution are to be made or benefits accrued, on behalf of any Eligible Employee.

An Employer may rely in an opinion letter issued by the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Code, except to extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B. 553 and Announcement 2001-77, 2001-30 I.R.B. An

Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in section 419(e) of the Internal Revenue Code, which provides post-retirement medical benefits allocated to separate accounts for Key Employees, or an individual medical account, as defined in section 415(l)(2) of the Internal Revenue Code) in addition to this Employer Plan other than standardized forms of the Plan and/or the American Bar Association Members Defined Benefit Pension Plan as paired plans, may not rely on the opinion letter issued by the National Office of the Internal Revenue Service with respect to the requirements of sections 415 and 416 of the Code. If the Employer who adopts or maintains multiple plans (other than paired plans) wishes to obtain reliance with respect to the requirements of sections 415 and 416 of the Code, application for a determination letter should be made to Employee Plans Determinations of the Internal Revenue Service. The Employer may not rely on the opinion letter in certain other circumstances, which are specified in the opinion letter issued with respect to the Plan, section 6 of the Revenue Procedure 2000-20 and Announcement 2001-77.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association Members Retirement Program and understands its provisions. The Employer represents that the sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101
Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By: _________________________________________________

Title: ______________________________________________

Date: ______________________________________________

STANDARDIZED SIMPLIFIED PROFIT SHARING PLAN
ADOPTION AGREEMENT 01-003

(a) Name of Employer Plan:

This is the______________________________________________ (the "Plan").

(b) Employer Plan Year End. The end of the Plan Year is: ____/____ (enter the last day and month of the Employer's fiscal year).

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [ ] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(a)      Employer Name:     _________________________________________

         Address:           _________________________________________
                            _________________________________________
                            _________________________________________

         Contact's Name:    _________________________________________

         Telephone Number:  _________________________________________

         Facsimile Number:  _________________________________________

Employer Tax I.D. Number: _________________________________

(b) Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

(1) ___________________________________________ Print Name Title

(2) ___________________________________________ Print Name Title

(c)      Employer's Form of Business (check one):

         (1)      [ ]      C Corporation: ________ (enter date of
                           incorporation)

         (2)      [ ]      S Corporation: ________ (enter date of
                           incorporation)

         (3)      [ ]      Partnership

         (4)      [ ]      Sole Proprietorship

         (5)      [ ]      Tax-Exempt Entity (as described in section
                           501(c)(3) of the Internal Revenue Code)

         (6)      [ ]      Limited Liability Company

(A) [ ] Taxable as a C Corporation

(B) [ ] Taxable as a Partnership

(7) [ ] Other: _____________________________

(a) Participation Requirements. Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(1) [ ] No age and no service requirements.

(2) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(A) [ ] ________ months of Service (not to exceed 12 unless Vesting Schedule A, E or a more favorable D is selected in Section
5(b); but in no case to exceed 24); or

(B) [ ] ________ Years of Eligibility Service (not to exceed 1 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 2).

(b) Years of Eligibility Service. If Box 3(a)(2)(B) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(c) Employment Year. If Box 3(a)(2)(B) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(d) Entry Dates. Eligible Employees who satisfy the participation requirements above shall become Participants on any following Entry Date. Entry Date shall mean (check one):

(1) [ ] The first day after meeting the participation requirements.

(2) [ ] The first day of first and seventh month of each Plan Year after meeting the participation requirements.

(3) [ ] The first day of each month after meeting the participation requirements.

(4) [ ] The first day of each calendar quarter after meeting the participation requirements.

(a) [ ] Non-integrated Allocation Formula. If this option is selected, Employer contributions shall be allocated to eligible Participants in the proportion that each such Participant's Compensation for the Plan Year bears to the total Compensation of all such Participants for the Plan Year.

(b) [ ] Integrated Allocation Formula. If this option is selected, Employer contributions shall be allocated first to eligible Participants in the proportion that each such Participant's Compensation in excess of the Integration Level for the Plan Year bears to the total Compensation in excess of the Integration Level of all such Participants and then to eligible Participants in the proportion that the sum of each Participant's total Compensation plus Compensation in excess of the Integration Level bears to the sum of the total Compensation plus Compensation in excess of the Integration Level for all Participants for the Plan Year, all subject to the limits described in Section 5.2(d)(2) and (3) of the Plan. Note: An Employer who maintains any other Qualified Plan that provides for integrated contributions or benefits for any of the same Participants may not elect to the Integrated Allocation Formula option.

(1) Integration Level. "Integration Level" shall mean the Taxable Wage Base (as defined in Section 5.2(e)(3) of the Plan), unless the Employer elects a lesser amount below.

(A) [ ] If this option is selected, Integration Level shall be (check one):

(i) ________ % (not to exceed 100%) of the Taxable Wage Base for the Plan Year; or

(ii) $ ________ (not to exceed the Taxable Wage Base).

(a) Normal Retirement Age of 65. For purposes of determining a Participant's entitlement to the entire balance of his or her Accounts, a Participant's Normal Retirement Age shall be age 65 unless the Employer elects otherwise below.

(1) [ ] Earlier Normal Retirement Age. If this option is selected, a Participant's Normal Retirement Age shall be age ________ (not less than 55 and not to exceed 65).

(b) Vesting Schedule. A Participant who terminates Service prior to Normal Retirement Age for reasons other than death or Disability shall be entitled to receive the Vested Portion in his or her Matching Contribution Account and/or Employer Account. The Vested Portion shall be determined by vesting schedule ________ .

                                      Percentage Vested
                                      -----------------
Years of Vesting Service         A          B          C         D          E
-------------------------------------------------------------------------------
Less than two                 0%         0%         0%         __%       100%

Two but less than three       100%       20%        0%         __%       100%

Three but less than four      100%       40%        100%       __%       100%

Four but less than five       100%       60%        100%       __%       100%

Five but less than six        100%       80%        100%       __%       100%

Six or more                   100%       100%       100%       __%       100%

Note: If Schedule D is elected, complete the schedule by showing the rate at which a Participant becomes vested. Schedule D must provide for a Vested Portion that is at every point in time equal to or greater than the Vested Portion prescribed under Schedule A, B or C, whichever is selected for comparison.

(1) [ ] Service Included. If this option is selected, Service shall include service for the following predecessor employer(s):

(A) ____________________________________

(B) ____________________________________

(d) [ ] Application of Forfeitures. Amount forfeited by Participants shall be (check one):

(1) [ ] Applied to reduce Employer contributions.

(2) [ ] Reallocated among eligible Participants.

(a) Top-Heavy Testing. The Trustee shall determine annually whether the Employer Plan is a Top-Heavy Plan, unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects to test the Employer Plan itself to determine whether the Employer Plan is a Top-Heavy Plan.

(b) Present Value Determination. If the Employer maintains a standardized form of the ABA Member's Defined Benefit Pension Plan, the Employer may elect to determine the Present Value of Accrued Benefits as defined in Section 12.1(e) of the Plan using the following assumptions:

(1) Interest rate ________ % per annum.

(2) Mortality Table: ________.

(a) Definition of Compensation. For purposes of the Employer Plan, "Compensation" (as defined in Article 2(10) of the Plan) shall mean (except as otherwise specifically provided in the Plan) (check one):

(1) [ ] Wages, Tips and Other Compensation Box on Form W-2. As defined in Article 2(10)(a)(1) of the Plan.

(2) [ ] Internal Revenue Code Section 3401(a) Wages. As defined in Article 2(10)(a)(2) of the Plan.

(3) [ ] 415 Safe-Harbor Compensation. As defined in Article 2(10)(a)(3) of the Plan.

(b) [ ] Exclusions from Compensation. If this option is selected, notwithstanding the definition selected above, "Compensation" shall not include reimbursement or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Hardship Withdrawals. If this option is selected, Participants may apply to withdraw from their Employer Account an amount required to satisfy a hardship in accordance with
Section 7.2 of the Plan.

(b) Age 59 1/2 Withdrawal. Participant may elect to receive a distribution of the Vested Portion of their Employer Account upon attaining age 59 1/2 unless the Employer elects to permit such withdrawals earlier below.

(1) [ ] Prior to Age 59 1/2 Election. If this option is selected, Participants may elect to receive a distribution of the Vested Portion of their Employer Account earlier upon attainment of age ________ (not earlier than age 55).

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other: _________________________________________

(a) Minimum Contribution with Paired Plans. If an Employer maintains this Employer Plan and another Employer Plan by means of a different standardized Adoption Agreement under the Plan or if the Employer also adopts a standardized form of the ABA Member's Defined Benefit Pension Plan as paired plans, the following rule shall apply (check one):

(1) [ ] Each Paired Plan. If this option is selected, the Employer shall make a Minimum Contribution to both Employer Plans; or

(2) [ ] Identical Elections. If this option is selected, the Employer agrees to make identical elections in this Adoption Agreement and in __________________ (enter name of other standardized Adoption Agreement under the Plan) with respect to the participation requirements and the entry date under Section 3.

An Employer may rely in an opinion letter issued by the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Code, except to extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B. 553 and Announcement 2001-77, 2001-30 I.R.B. An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in section 419(e) of the Internal Revenue Code, which provides post-retirement medical benefits allocated to separate accounts for Key Employees, or an individual medical account, as defined in section 415(l)(2) of the Internal Revenue Code) in addition to this Employer Plan other than standardized forms of the Plan and/or the American Bar Association Members Defined Benefit Pension Plan as paired plans, may not rely on the opinion letter issued by the National Office of the Internal Revenue Service with respect to the requirements of sections 415 and 416 of the Code. If the Employer who adopts or maintains multiple plans (other than paired plans) wishes to obtain reliance with respect to the requirements of sections 415 and 416 of the Code, application for a determination letter should be made to Employee Plans Determinations of the Internal Revenue Service. The Employer may not rely on the opinion letter in certain other circumstances, which are specified in the opinion letter issued with respect to the Plan, section 6 of the Revenue Procedure 2000-20 and Announcement 2001-77.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association Members Retirement Program and understands its provisions. The Employer represents that the sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101
Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By: ________________________________________

Title: ______________________________________

Date: ______________________________________

STANDARDIZED TARGET BENEFIT PENSION PLAN
ADOPTION AGREEMENT 01-006

(a) Name of Employer Plan:

This is the__________________________________________________ (the "Plan").

(b) Employer Plan Year End. The end of the Plan Year is: ____/____ (enter the last day and month of the Employer's fiscal year).

(c) Three Digit Employer Plan Number: ________

(d) Employer Plan Adoption Date (check one):

(1) [_] If the Employer is adopting this Employer Plan as a new plan, the Effective Date is ________.

(2) [ ] If the Employer is adopting this Employer Plan as an amended and restated version of an existing plan, the Effective Date of the amendment and restatement is ________. The original effective date of the plan was ________.

(a)   Employer Name:      ________________________________________

      Address:            ________________________________________
                          ________________________________________
                          ________________________________________

      Contact's Name:     ________________________________________

      Telephone Number:   ________________________________________

      Facsimile Number:   ________________________________________

Employer Tax I.D. Number: __________________________________

(b) Plan Administrator. The Employer is the Plan Administrator. Please provide the names(s) and title(s) of the individual(s) authorized to act as, or on behalf or, the Plan Administrator:

(1) _______________________________________________________ Print Name Title

(2) _______________________________________________________

                       Print Name                 Title

(c)   Employer's Form of Business (check one):

      (1)  [ ]  C Corporation: ________ (enter date of incorporation)

      (2)  [ ]  S Corporation: ________ (enter date of incorporation)

      (3)  [ ]  Partnership

      (4)  [ ]  Sole Proprietorship

      (5)  [ ]  Tax-Exempt Entity (as described in section 501(c)(3) of
                the Internal Revenue Code)

      (6)  [ ]  Limited Liability Company

           (A)  [ ] Taxable as a C Corporation

           (B)  [ ] Taxable as a Partnership

      (7)  [ ]  Other:__________________________

(a) Participation Requirements. Eligible Employees can begin participation in the Employer Plan after meeting the following participation requirements (check one):

(1) [ ] No age and no service requirements.

(2) [ ] Eligible Employees must have attained age ________ (not to exceed 21) and completed (check one):

(3) [ ] ________ months of Service (not to exceed 12 unless Vesting Schedule A, E or a more favorable D is selected in
Section 5(b); but in no case to exceed 24); or

(4) [ ] ________ Years of Eligibility Service (not to exceed 1 unless Vesting Schedule A, E or a more favorable D is selected in Section 5(b); but in no case to exceed 2).

(b) Years of Eligibility Service. If Box 3(a)(2)(B) is checked, for purposes of determining Years of Eligibility Service (as defined in Article 2(74) of the Plan), Hours of Service (as defined in Article 2(29) of the Plan) shall be calculated as follows (check one):

(1) [ ] Hourly equivalency. Actual Hours of Service.

Note: The hourly equivalency option is available only if the Employer keeps appropriate records of actual hours worked.

(2) [ ] Daily equivalency. 10 Hours of Service for each day in which at least one Hour of Service is credited.

(3) [ ] Weekly equivalency. 45 Hours of Service for each week in which at least one Hour of Service is credited.

(4) [ ] Monthly equivalency. 190 Hours of Service for each month in which at least one Hour of Service is credited.

(c) Employment Year. If Box 3(a)(2)(B) is checked, for purposes of calculating Years of Eligibility Service, the Employment Year shall be the 12-month period beginning on the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer and each subsequent 12-month period beginning on any anniversary of that day unless the Employer elects otherwise below.

(1) [ ] Subsequent Plan Year Option. If this option is selected, the initial Employment Year shall remain the same as above, but subsequent Employment Years shall be the 12-month period beginning on the first day of the first Plan Year which commences prior to the first anniversary of the day on which an Employee performs his or her first Hour of Service upon his or her employment or reemployment by the Employer.

Note: If the Subsequent Plan Year Option is selected, an Employee who is credited with 1,000 Hours of Service in both the initial Employment Year and the first Plan Year which commences prior to the first anniversary of the Employee's initial Employment Year will be credited with two (2) Years of Eligibility Service.

(d) Entry Dates. Eligible Employees who satisfy the participation requirements above shall become Participants on any following Entry Date. Entry Date shall mean (check one):

(1)  [ ]  The first day after meeting the participation
          requirements.

(2)  [ ]  The first day of first and seventh month of each Plan Year

after meeting the participation requirements.

(3) [ ] The first day of each month after meeting the participation requirements.

(4) [ ] The first day of each calendar quarter after meeting the participation requirements.

(a) or (b)). The contribution calculation process in (c) below and the rules and definitions in (d) below will apply and the Current Stated Benefit under each formula will be expressed in a benefit payable annually in the form of a Life Annuity beginning at Normal Retirement Age:

(a) Fixed Benefit Formulas. For each Plan Year, the Employer shall make an Employer contribution on behalf of each Participant in an amount to be determined in accordance with the following formula elected by the Employer:

(1) [ ] Unit Benefit. A Current Stated Benefit equal to ______% of Average Compensation, multiplied by the Participant's total Years of Projected Participation up to a maximum of ______ (no less than 25) years. The first day of the first Plan Year taken into account under this stated benefit formula will be _________.

(2) [ ] Flat Benefit. A Current Stated Benefit equal to ______% of Average Compensation, reduced pro rata for the Participant's total Years of Projected Participation that are less than 25.

(3) [ ] Step-Rate Unit Benefit. A Current Stated Benefit equal to ______% of Average Compensation (R1) per year for the first ______ years (Y) of the Participant's total Years of Projected Participation, plus ______% of Average Compensation (R2) per year for the next ______ years of the Participant's total Years of Projected Participation (such that the total Years of Projected Participation taken into account under R1 and R2 is not less than 33). If Y is less than 33, R2 will not be less than:

(but not less than 0), and will not be greater than:

(b) Integrated Benefit Formulas. For each Plan Year, the Employer shall make an Employer contribution on behalf of each Participant in an amount to be determined in accordance with the formula under (1),
(2) or (3) below as elected by the Employer. In addition, the Employer must elect below (i) the Integration Level to be used by the Employer Plan and (ii) the Plan Year to be used to determine Covered Compensation under the Integration Level.

Note: An Employer who maintains any other Qualified Plan that provides for integrated contributions or benefits for any of the same Participants may not elect an Integrated Benefit Formula option.

(1) [ ] Integrated Unit Benefit. A Current Stated Benefit equal to ______% (the "base benefit percentage") of Average Compensation up to the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation; plus ______% (the "excess benefit percentage") of Average Compensation in excess of the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation. The maximum number of total Years of Projected Participation taken into account under this benefit formula shall be the lesser of __________ (not less than 25 nor more than 35) or the Cumulative Permitted Disparity Limit which shall be 35 minus:

(A) The number of years the Participant benefited or is treated as having benefited under the Employer Plan prior to the Participant's first Year of Projected Participation, and

(B) The number of years credited to the Participant for allocation or accrual purposes under one or more Qualified Plans or simplified employee pension plans (whether or not terminated) ever maintained by the Employer (other than years counted in (i) or counted toward a Participant's total Years of Projected Participation). 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.

(2) [ ] Integrated Flat Benefit. A Current Stated Benefit equal to ______% (the "base benefit percentage") of Average Compensation up to the Integration Level for the Plan Year; plus ______% (the "excess benefit percentage") of Average Compensation in excess of the Integration Level for the Plan Year. For a Participant with less than 35 total Years of Projected Participation, the base benefit percentage and the excess benefit percentage shall be reduced by being multiplied by a fraction, the numerator of which is the Participant's total Years of Projected Participation, and the denominator of which is 35. In addition, if the number of the Participant's "cumulative disparity years" exceeds 35, the excess benefit percentage shall be further reduced as provided below. A Participant's "cumulative disparity years" consist of the sum of (1) the Participant's total Years of Projected Participation, (2) the number of years the Participant benefited or is treated as having benefited under the Employer Plan prior to the Participant's first Year of Projected Participation, and (3) the number of years credited to the Participant for allocation or accrual purposes under one or more Qualified Plans or simplified employee pension plans (whether or not terminated) ever maintained by the Employer (other than years counted in (1) or (2)). If this cumulative permitted disparity reduction applies, the excess benefit percentage shall be further reduced as follows:

(A) Subtract the Participant's base benefit percentage from the Participant's excess benefit percentage (after any modification made as described above for a Participant with less than 35 total Years of Projected Participation).

(B) Multiply the result in (i) by a fraction (not less than
0), the numerator of which is 35 minus the sum of the years in (2) and (3) above, and the denominator of which is 35.

(C) The Participant's excess benefit percentage is equal to the sum of the result in (ii) and the Participant's base benefit percentage, as otherwise modified.

(3) [ ] Integrated Step-Rate Unit Benefit. Integrated Step-Rate Unit Benefit. A Current Stated Benefit equal to the sum of the following two parts:

Part One: ______% (the "base benefit percentage") of Average

Compensation up to the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation up to ______ years; plus ______% (the "excess benefit percentage") of Average Compensation in excess of the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation up to ______ years.

Part Two: ______% (the "base benefit percentage") of Average

Compensation up to the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation less the total Years of Projected Participation taken into account under Part One; plus ______% (the "excess benefit percentage") of Average Compensation in excess of the Integration Level for the Plan Year, multiplied by the Participant's total Years of Projected Participation less the total Years of Projected Participation taken into account under

Part One.

The maximum number of Years of Projected Participation under each portion of this formula shall not exceed the lesser of 35 or the Cumulative Permitted Disparity Limit.

"Integration Level" for each Plan Year and for each Participant means an amount equal to equal to the following selection as elected by the Employer.

(A) [ ] If this option is selected, Integration Level shall be the Participant's Covered Compensation for the Plan Year.

(B) [ ] the greater of $10,000 or one-half of the Covered Compensation of any individual who attains Social Security

Retirement Age during the calendar year in which the Plan Year begins.

(C) [ ] $__________ (a single dollar amount not to exceed the greater of $10,000 or one-half of Covered Compensation of any individual who attains Social Security Retirement Age during the calendar year in which the Plan begins).

(D) [ ] $__________ (a single dollar amount that exceeds the greater of $10,000 or one-half of Covered Compensation of any individual who attains Social Security Retirement Age during the calendar year in which the Plan Year begins, but not to exceed the greater of $25,450 or 150% of the Covered Compensation of an individual attaining Social Security Retirement Age in the current Plan Year).

(E) [ ] a uniform percentage equal to ______% (greater than 100% but not greater than 150%) of each Participant's Covered Compensation for the current Plan Year, but in no event in excess of the Taxable Wage Base.

"Covered Compensation" means, with respect to a particular Participant for a particular Plan Year, the average (without indexing) of the Taxable Wage Bases in effect for each calendar year during the 35-year period ending with the last day of the calendar year in which the Participant attains (or will attain) Social Security Retirement Age. No increase in Covered Compensation will decrease a Participant's Stated Benefit.

In determining a Participant's Covered Compensation for a Plan Year, the Taxable Wage Base in effect for the current Plan Year and any subsequent Plan Year will be assumed to be the same as the Taxable Wage Base in effect as of the beginning of the Plan Year for which the determination is being made. Covered Compensation will be determined based on the following year:

(A) [ ] Current Plan Year, or

(B) [ ] _____________ Plan Year. The Employer may specify a Plan Year earlier than the current Plan Year, provided that the earlier Plan Year is the same for all Participants and is not earlier than the later of (i) the Plan Year that begins five years before the current Plan Year and (ii) the Plan Year beginning in 1989. If the specified Plan Year is more than five years before the current Plan Year, Covered Compensation will be that determined under the Covered Compensation table for the Plan Year five years before the current Plan Year.

A Participant's Covered Compensation for a Plan Year before the 35-year period ending with the last day of the calendar year in which the Participant attains

Social Security Retirement Age is the Taxable Wage Base in effect as of the beginning of the Plan Year. A Participant's Covered Compensation for a Plan Year after such 35-year period is the Participant's Covered Compensation for the Plan Year during which the 35-year period ends.

(4) Additional Rules regarding Integration.

(A) Under each of the integrated formulas in this item 4(b)

(including both parts of the Integrated Step-Rate Unit
Benefit formula above), the excess benefit percentage
shall not exceed the base benefit percentage by more than
the "maximum excess allowance". As to each formula for any
Year of Benefit Service, the "maximum excess allowance" is
the lesser of (a) the base benefit percentage or (b) the
applicable factor determined from Table I (and multiplied
by 35 in the case of the Integrated Flat Benefit formula).
The applicable factor in Table I is based on Normal
Retirement Age and the Integration Level.

(B) The integrated benefit formulas above are subject to the "overall permitted disparity limit" in this paragraph. For any Plan Year as to which this Employer Plan benefits any Participant who also benefits under another Qualified Plan or simplified employee pension plan of the Employer that provides for permitted disparity (or that imputes permitted disparity), the Current Stated Benefit for all Participants under this Employer Plan shall equal the excess benefit percentage (as otherwise adjusted under this Part IV) multiplied by the Participant's total Average Compensation and either (i) prorated for Years of Projected Participation less than 35, in the case of the Integrated Flat Benefit formula, or (ii) multiplied by the Participant's total Years of Projected Participation up to the maximum total Years of Projected Participation taken into account in the Integrated Unit Benefit formula or the Integrated Step-Rate Unit Benefit formula, whichever may apply. If this paragraph applies, the Employer Plan shall have a Fresh-Start Date on the last day of the Plan Year preceding the Plan Year in which this paragraph first applies. In addition, if in any subsequent Plan Year the Employer Plan no longer benefits any Participant who also benefits under another Qualified Plan or simplified employee pension plan of the Employer that provides for permitted disparity (or that imputes permitted disparity), the Employer Plan shall have a Fresh-Start Date on the last day of the Plan Year preceding the Plan Year in which this paragraph no longer applies.

(c) Annual Employer Contribution. For each Plan Year the Employer shall contribute for each Participant who is eligible for such a contribution an amount intended to fund the Participant's Stated Benefit and calculated in accordance with this Section 4(c) and the tables of actuarial factors attached to this Adoption Agreement. The Employer contribution made on behalf of eligible Participants

under this Part IV for a particular Plan Year shall be credited to the appropriate Participants' Employer Accounts.

To determine the annual Employer contribution necessary to fund the Stated Benefit, the interest rate shall be:

[ ] 7-1/2% [ ] 8% [ ] 8-1/2%

The calculation process, which shall be conducted as of the last day of the Plan Year and on the basis of both the Participant's age on his or her most recent birthday and the Interest Rate in effect on the last day of the prior Plan Year, is as follows:

Step One: If the Participant has not yet reached Normal Retirement Age, determine the present value of the Stated Benefit by multiplying the Stated Benefit by the factor that is the product of
(i) the applicable factor in Table II and (ii) the applicable factor in Table IV. If the Participant is at or beyond Normal Retirement Age, determine such present value by multiplying the Stated Benefit by the applicable factor in Table V corresponding to that Normal Retirement Age.

Step Two: Calculate the excess, if any, of the amount determined in Step One over the "theoretical reserve", which is determined as follows:

(A) Participant's theoretical reserve as of the last day of the first Plan Year in which the Participant participates in the Employer Plan, and as of the last day of the first Plan Year after any Plan Year in which the Employer Plan either did not satisfy the safe harbor in Regulations
Section 1.401(a)(4)-8(b)(3) or was not a prior safe harbor plan, is zero. In all other cases, in the first Plan Year as to which this calculation (of the theoretical reserve) is in effect ("year one"), the theoretical reserve is (A) the present value of the Stated Benefit under Step One as of the last day of the Plan Year preceding year one, using the actuarial assumptions, Employer Plan provisions and Participant Compensation as of that date (except that, in the case of a Participant who is beyond Normal Retirement Age during year one, the Life Annuity factor used in the determination shall be the factor applicable for the Participant's Normal Retirement Age), minus (B) the present value of the level of annual Employer contributions due each Plan Year, beginning with year one and ending with the Plan Year in which the Participant reaches Normal Retirement Age, calculated as of the last day of the Plan Year preceding year one (again using the actuarial assumptions, Employer Plan provisions (disregarding those Employer Plan provisions providing for the limitations of Code Section 415 or the minimum contributions of Code Section 416) and Participant Compensation as of that date).

(B) After year one, the theoretical reserve is the sum of the amount determined for year one and the Employer contribution (as limited by Code Section 415, but without regard to the required minimum contributions under Code
Section 416) for each subsequent Plan Year up through the last day of the current Plan Year (excluding any Employer contributions made for the current Plan Year), using the interest assumption in effect for each such Plan Year.

As a general rule, the calculations in this Step Two of the level of annual Employer contribution necessary to fund the Stated Benefit shall be made as of the last day of each Plan Year, based on the Participant's age as of his or her most recent birthday and on the interest rate under item 4 in effect on the last day of the prior Plan Year. However, in any Plan Year following the Plan Year in which the Participant attains Normal Retirement Age, the accumulation in (ii) above is calculated without using the interest assumption.

Step Three: Amortize the amount determined in Step Two by multiplying it by the applicable factor from Table III. For the Plan Year in which the Participant attains Normal Retirement Age, and for subsequent Plan Years, the applicable Table III factor is 1.0. The amortized amount determined in this step constitutes the level of annual Employer contribution necessary to accumulate to the result in Step Two.

(d) Definitions.

(1) "Average Compensation" means the average of a Participant's annual Compensation (as defined in Article 2 of the Plan) over the three consecutive Plan Year period ending in either the current year or in any prior year that produces the highest average. If a Participant has less than three years of participation in the Employer Plan, Compensation shall be averaged over the Participant's total period of participation.

(2) "Cumulative Permitted Disparity Limit" for the applicable Participant shall be 35 minus:

(A) The number of years the Participant benefited or is treated as having benefited under the Employer Plan prior to the Participant's first Year of Projected Participation, and

(B) The number of years credited to the Participant for allocation or accrual purposes under one or more Qualified Plans or simplified employee pension plans (whether or not terminated) ever maintained by the Employer (other than years counted in (i) or counted toward a Participant's total Years of Projected Participation). 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.

For purposes of determining a Participant's Cumulative Permitted Disparity Limit, all years ending in the same calendar year are treated as the same year.

(3) "Current Stated Benefit", with respect to each Participant, means the product of the amount derived from the formula selected in (a) or (b) above and the following fraction:

(A) The Participant's number of years of participation from the latest Fresh-Start Date (if any) through and including the later of the year in which the Participant attains Normal Retirement Age or the current Plan Year, divided by

(B) The Participant's total Years of Projected Participation.

If the Employer Plan has not had a Fresh-Start Date, the fraction shall equal 1.0 for all Participants. For those Participants who first participated in the Employer Plan after the latest Fresh-Start Date, the fraction shall also equal 1.0. To determine the numerator in (i) above, only those current and prior years during which a Participant was eligible to receive a contribution under the Employer Plan will be taken into account.

(4) "Fresh-Start Date" means the last day of a Plan Year preceding a Plan Year for which provisions that would affect the amount of the Current Stated Benefit are amended. If applicable, the latest Fresh-Start Date of the Employer Plan is ____________________, ______.

(5) "Frozen Accrued Stated Benefit" is determined with respect to each Participant as of the Employer Plan's latest Fresh-Start Date, as if the Participant terminated employment with the Employer as of that date, and without regard to any amendment made to the Employer Plan after that date. If the Participant was not participating in the Employer Plan as of the latest Fresh-Start Date, the Participant's Frozen Accrued Stated Benefit will be zero.

A Participant's Frozen Accrued Stated Benefit is equal to the amount of the Current Stated Benefit in effect on the latest Fresh-Start Date that a Participant has accrued as of that date. This assumes that the Current Stated Benefit accrues ratably from the year in which the Participant first participated in this Employer Plan (or, if later, the preceding Fresh-Start Date under this Employer Plan) through and including the Plan Year in which the Participant attains Normal Retirement Age.

The amount of the Current Stated Benefit (in effect on the latest Fresh-Start Date) that a Participant is assumed to have ratably accrued is determined by multiplying the Employer Plan's Current Stated Benefit in effect on that date by the following fraction:

(A) The number of years of participation from the later of the Participant's first year of participation in the Employer Plan or the preceding Fresh-Start Date (if any) through and including the year that contains the latest Fresh-Start Date, divided by

(B) the number of years of participation from the later of the Participant's first year of participation in the Employer Plan or the preceding Fresh-Start Date (if any) through and including the later of the year in which the Participant attains Normal Retirement Age or the current Plan Year.

For purposes of this definition, only those years of participation during which a Participant was eligible to receive a contribution under the Employer Plan will be taken into account.

If the Employer Plan has had a preceding Fresh-Start Date, each Participant's Frozen Accrued Stated Benefit as of the latest Fresh-Start Date equals the sum of (i) the amount of the Current Stated Benefit (in effect on the latest Fresh-Start Date) that a Participant is assumed to have ratably accrued as of that date under the preceding paragraph, and (ii) the Frozen Accrued Stated Benefit determined as of the preceding Fresh-Start Date.

If (i) the Current Stated Benefit formula in effect on the latest Fresh-Start Date was not expressed as a Life Annuity for all Participants, and/or (ii) the Normal Retirement Age for any Participant on the latest Fresh-Start Date was greater than the Normal Retirement Age for that Participant under the Current Stated Benefit formula in effect after the latest Fresh-Start Date, this paragraph applies. The Frozen Accrued Stated Benefit will then be converted to an actuarially equivalent Life Annuity commencing at the Participant's Normal Retirement Age under the Current Stated Benefit formula in effect after the latest Fresh-Start Date. In doing so, the actuarial assumptions in effect under the Current Stated Benefit formula in effect on the latest Fresh-Start Date shall be used.

Notwithstanding the above, if in the immediately preceding Plan Year the Employer Plan did not satisfy the safe harbor for target benefit plans in Regulation Section 1.401(a)(4)-8(b)(3) or was not a "prior safe harbor plan", the Frozen Accrued Stated Benefit for any Participant (determined for the next Plan Year during which Regulation Section 1.401(a)(4)-8(b)(3) is satisfied until the year following the next Fresh-Start Date, if any) shall be zero. The term "prior safe harbor plan" means a plan that (1) was adopted and in effect on September 19, 1991, (2) contained a stated benefit formula which took into account service prior to that date, and (3) that satisfied the applicable nondiscrimination requirements for target benefit plans for those prior years. For purposes of determining whether a plan satisfies the applicable nondiscrimination requirements for target benefit plans for Plan Years beginning before January 1, 1994, no

amendments after September 19, 1991, other than amendments necessary to satisfy Code Section 401(1), will be taken into account.

(6) "Social Security Retirement Age", as to each Participant, means the age determined in accordance with Code Section 415(b)(8).

(7) "Stated Benefit", with respect to each Participant, means the sum of his or her Frozen Accrued Stated Benefit and his or her Current Stated Benefit under the Employer Plan.

(8) "Taxable Wage Base" means the contribution and benefit base in effect under section 230 of the Social Security Act at the beginning of the Plan Year.

(9) "Years of Projected Participation", with respect to a Participant under the Employer Plan, is the sum of (1) and
(2), where (1) is the number of years during which the Participant benefited under the Employer Plan beginning with the latest of: (a) the first Plan Year in which the Participant benefited under the Employer Plan, (b) the first Plan Year taken into account in the stated benefit formula, and (c) any Plan Year in which the Employer Plan did not satisfy the safe harbor for target benefit plans in Regulation Section 1.401(a)(4)-8(b)(3), and ending with the last day of the current Plan Year, and (2) is the number of years, if any subsequent to the current Plan Year through the end of the Plan Year in which the Participant attains Normal Retirement Age. For purposes of this definition, if the Employer Plan is a "prior safe harbor plan" (as defined in the definition of Frozen Accrued Stated Benefit), the Employer Plan is deemed to have satisfy the safe harbor for target benefit plans in Regulation Section 1.401(a)(4)-8(b)(3) and the Participant is treated as benefiting under the Employer Plan in any Plan Year beginning prior to January 1, 1994.

(a) NormalRetirement Age of 65. For purposes of determining a Participant's entitlement to the entire balance of his or her Accounts, a Participant's Normal Retirement Age shall be age 65 unless the Employer elects otherwise below.

(1) [ ] Earlier Normal Retirement Age. If this option is selected, a Participant's Normal Retirement Age shall be age ________ (not less than 55 and not to exceed 65).

(b) Vesting Schedule. A Participant who terminates Service prior to Normal Retirement Age for reasons other than death or Disability shall be entitled to receive the Vested Portion in his or her Employer Account. The Vested Portion shall be determined by vesting schedule ________ .

Years of Vesting Service            A         B         C          D          E
-------------------------------------------------------------------------------

Less than two                      0%        0%        0%        __%       100%

Two but less than three          100%       20%        0%        __%       100%

Three but less than four         100%       40%      100%        __%       100%

Four but less than five          100%       60%      100%        __%       100%

Five but less than six           100%       80%      100%        __%       100%

Six or more                      100%      100%      100%        __%       100%

Note: If Schedule D is elected, complete the schedule by showing the rate at which a Participant becomes vested. Schedule D must provide for a Vested Portion that is at every point in time equal to or greater than the Vested Portion prescribed under Schedule A, B or C, whichever is selected for comparison.

(c) Service for Predecessor Employers. Service shall not include service for any predecessor employer unless the Employer maintains the plan of such predecessor employer or the Employer elects otherwise below.

(1) [ ] Service Included. If this option is selected, Service shall include service for the following predecessor employer(s):

(A) __________________________________________________

(B) __________________________________________________

(a) Top-Heavy Testing. The Trustee shall determine annually whether the Employer Plan is a Top-Heavy Plan, unless the Employer elects otherwise below.

(1) [ ] If this option is selected, the Employer elects to test the Employer Plan itself to determine whether the Employer Plan is a Top-Heavy Plan.

(b) Present Value Determination. If the Employer maintains a Qualified Defined Benefit Plan, the Employer may elect to determine the Present Value of Accrued Benefits as defined in Section 12.1(e) of the Plan using the following assumptions:

(1) Interest rate ________ % per annum.

(2) Mortality Table: ________.

(a) Definition of Compensation. For purposes of the Employer Plan, "Compensation" (as defined in Article 2(10) of the Plan) shall mean (except as otherwise specifically provided in the Plan) (check one):

(1) [ ] Wages, Tips and Other Compensation Box on Form W-2. As defined in Article 2(10)(a)(1) of the Plan.

(2) [ ] Internal Revenue Code Section 3401(a) Wages. As defined in Article 2(10)(a)(2) of the Plan.

(3) [ ] 415 Safe-Harbor Compensation. As defined in Article 2(10)(a)(3) of the Plan.

(b) [ ] Exclusions from Compensation. If this option is selected, notwithstanding the definition selected above, "Compensation" shall not include reimbursement or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

(a) [ ] are allowed.

(b) [ ] are not allowed.

(a) [ ] Stable Asset Return Fund

(b) [ ] Intermediate Bond Fund

(c) [ ] Balanced Fund

(d) [ ] Value Equity Fund

(e) [ ] Growth Equity Fund

(f) [ ] Index Equity Fund

(g) [ ] Aggressive Equity Fund

(h) [ ] International Equity Fund

(i) [ ] Structured Portfolio Service - Conservative Portfolio

(j) [ ] Structured Portfolio Service - Moderate Portfolio

(k) [ ] Structured Portfolio Service - Aggressive Portfolio

(l) [ ] Other: ______________________________

(a) Minimum Contribution with Paired Plans. If an Employer maintains this Employer Plan and another Employer Plan by means of a different standardized Adoption Agreement under the Plan or if the Employer also adopts a standardized form of the ABA Member's Defined Benefit Pension Plan as paired plans, the following rule shall apply (check one):

(1) [ ] Each Paired Plan. If this option is selected, the Employer shall make a Minimum Contribution to both Employer Plans; or

(2) [ ] Identical Elections. If this option is selected, the Employer agrees to make identical elections in this Adoption Agreement and in _______________________ (enter name of such other standardized Adoption Agreement under the Plan) with respect to the participation requirements and the entry date under Section 3.

An Employer may rely in an opinion letter issued by the Internal Revenue Service as evidence that this Employer Plan is qualified under section 401 of the Code, except to extent provided in Rev. Proc. 2000-20, 2000-6 I.R.B. 553 and Announcement 2001-77, 2001-30 I.R.B. An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in section 419(e) of the Internal Revenue Code, which provides post-retirement medical benefits allocated to separate accounts for Key Employees, or an individual medical account, as defined in section 415(l)(2) of the Internal Revenue Code) in addition to this Employer Plan other than standardized forms of the Plan and/or the American Bar Association Members Defined Benefit Pension Plan as paired plans, may not rely on the opinion letter issued by the National Office of the Internal Revenue Service with respect to the requirements of sections 415 and 416 of the Code. If the Employer who adopts or maintains multiple plans (other than paired plans) wishes to obtain reliance with respect to the requirements of sections 415 and 416 of the Code, application for a determination letter should be made to Employee Plans Determinations of the Internal Revenue Service. The Employer may not rely on the opinion letter in certain other circumstances, which are specified in the opinion letter issued with respect to the Plan, section 6 of the Revenue Procedure 2000-20 and Announcement 2001-77.

Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. The Employer acknowledges it has received a copy of the current prospectus covering units representing pro rata beneficial interests in the collective investment funds and the portfolios established under the Collective Trust as investment options under the American Bar Association Members Retirement Program and understands its provisions. The Employer represents that the sole practitioner, or at least one partner or shareholder, is a member or associate of the American Bar Association ("ABA") or of a Qualified Bar Association (or that the Employer is otherwise eligible to adopt the Plan in accordance with the definition of "Employer" in the Plan).

This Adoption Agreement may be used only in conjunction with the American Bar Association Members Retirement Plan, Basic Plan Document No. 01. The Employer will act as plan administrator and as such will fulfill the responsibilities allocated to the Employer and plan administrator by the Employer Plan, including the reporting and disclosure requirements of the Internal Revenue Service and the Department of Labor. The Employer acknowledges that the American Bar Retirement Association ("ABRA"), the Trustee and their designated agents shall have no liability for actions taken on the basis of information provided to them by the Employer. ABRA shall inform the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the Plan.

American Bar Association Members Retirement Program Post Office Box 9101
Boston, Massachusetts 02209
(800) 348-2272

IN WITNESS WHEREOF, the Employer named above hereby adopts the American Bar Association Members Retirement Plan by causing this Adoption Agreement to be executed as of the date set forth below.

By:_________________________________

Title:______________________________

Date:_______________________________

------------------------------------------
Age at      Integration      Integration
Which       Level Options    Level Options
Benefits    One Thru         Four and
Commence    Three            Five
------------------------------------------
65          .5200           .4160
------------------------------------------
64          .4856           .3884
------------------------------------------
63          .4504           .3603
------------------------------------------
62          .4160           .3328
------------------------------------------
61          .3816           .3052
------------------------------------------
60          .3464           .2771
------------------------------------------
59          .3296           .2636
------------------------------------------
58          .3120           .2496
------------------------------------------
57          .2944           .2355
------------------------------------------
56          .2776           .2220
------------------------------------------
55          .2600           .2080
------------------------------------------

The factors listed in this Table are based on payment under the Employer Plan in the form of a Life Annuity, and are further reduced by a factor of .8 as required for target benefit plans under Code Section 401(1) and applicable Income Tax Regulations 1008D.

Number of Years
to Age 65 (Normal                  Interest Rate
Retirement Age)          7.50%         8.00%        8.50%
-----------------------------------------------------------
1                        7.868         7.589        7.326
-----------------------------------------------------------
2                        7.319         7.027        6.752
-----------------------------------------------------------
3                        6.808         6.506        6.223
-----------------------------------------------------------
4                        6.333         6.024        5.736
-----------------------------------------------------------
5                        5.891         5.578        5.286
-----------------------------------------------------------
6                        5.480         5.165        4.872
-----------------------------------------------------------
7                        5.098         4.782        4.491
-----------------------------------------------------------
8                        4.742         4.428        4.139
-----------------------------------------------------------
9                        4.412         4.100        3.815
-----------------------------------------------------------
10                       4.104         3.796        3.516
-----------------------------------------------------------
11                       3.817         3.515        3.240
-----------------------------------------------------------
12                       3.551         3.255        2.986
-----------------------------------------------------------
13                       3.303         3.014        2.752
-----------------------------------------------------------
14                       3.073         2.790        2.537
-----------------------------------------------------------
15                       2.859         2.584        2.338
-----------------------------------------------------------
16                       2.659         2.392        2.155
-----------------------------------------------------------
17                       2.474         2.215        1.986
-----------------------------------------------------------
18                       2.301         2.051        1.831
-----------------------------------------------------------
19                       2.140         1.899        1.687
-----------------------------------------------------------
20                       1.991         1.758        1.555
-----------------------------------------------------------
21                       1.852         1.628        1.433
-----------------------------------------------------------
22                       1.723         1.508        1.321
-----------------------------------------------------------
23                       1.603         1.396        1.217
-----------------------------------------------------------
24                       1.491         1.293        1.122
-----------------------------------------------------------
25                       1.387         1.197        1.034
-----------------------------------------------------------
26                       1.290         1.108        0.953
-----------------------------------------------------------
27                       1.200         1.026        0.878
-----------------------------------------------------------
28                       1.116         0.950        0.810
-----------------------------------------------------------
29                       1.039         0.880        0.746
-----------------------------------------------------------
30                       0.966         0.814        0.688
-----------------------------------------------------------
31                       0.899         0.754        0.634
-----------------------------------------------------------
32                       0.836         0.698        0.584
-----------------------------------------------------------
33                       0.778         0.647        0.538
-----------------------------------------------------------
34                       0.723         0.599        0.496
-----------------------------------------------------------
35                       0.673         0.554        0.457
-----------------------------------------------------------
36                       0.626         0.513        0.422
-----------------------------------------------------------
37                       0.582         0.475        0.389
-----------------------------------------------------------
38                       0.542         0.440        0.358
-----------------------------------------------------------
39                       0.504         0.407        0.330
-----------------------------------------------------------
40                       0.469         0.377        0.304
-----------------------------------------------------------
41                       0.436         0.349        0.280
-----------------------------------------------------------
42                       0.406         0.323        0.258
-----------------------------------------------------------
43                       0.377         0.299        0.238
-----------------------------------------------------------
44                       0.351         0.277        0.219
-----------------------------------------------------------
45                       0.327         0.257        0.202
-----------------------------------------------------------

Note: These factors are based on the UP-1984 Mortality Table.

Number of Years
to Age 65 (Normal                  Interest Rate
Retirement Age)          7.50%         8.00%        8.50%
----------------------------------------------------------
1                        0.5181        0.5192       0.5204
----------------------------------------------------------
2                        0.3577        0.3593       0.3609
----------------------------------------------------------
3                        0.2777        0.2796       0.2814
----------------------------------------------------------
4                        0.2299        0.2319       0.2339
----------------------------------------------------------
5                        0.1982        0.2003       0.2024
----------------------------------------------------------
6                        0.1756        0.1778       0.1801
----------------------------------------------------------
7                        0.1588        0.1611       0.1634
----------------------------------------------------------
8                        0.1458        0.1482       0.1506
----------------------------------------------------------
9                        0.1355        0.1380       0.1405
----------------------------------------------------------
10                       0.1272        0.1297       0.1323
----------------------------------------------------------
11                       0.1203        0.1229       0.1255
----------------------------------------------------------
12                       0.1145        0.1171       0.1198
----------------------------------------------------------
13                       0.1096        0.1123       0.1151
----------------------------------------------------------
14                       0.1054        0.1082       0.1110
----------------------------------------------------------
15                       0.1018        0.1046       0.1075
----------------------------------------------------------
16                       0.0986        0.1015       0.1044
----------------------------------------------------------
17                       0.0958        0.0988       0.1018
----------------------------------------------------------
18                       0.0934        0.0964       0.0994
----------------------------------------------------------
19                       0.0912        0.0943       0.0974
----------------------------------------------------------
20                       0.0893        0.0924       0.0956
----------------------------------------------------------
21                       0.0876        0.0908       0.0940
----------------------------------------------------------
22                       0.0861        0.0893       0.0925
----------------------------------------------------------
23                       0.0847        0.0879       0.0912
----------------------------------------------------------
24                       0.0835        0.0867       0.0901
----------------------------------------------------------
25                       0.0823        0.0857       0.0890
----------------------------------------------------------
26                       0.0813        0.0847       0.0881
----------------------------------------------------------
27                       0.0804        0.0838       0.0872
----------------------------------------------------------
28                       0.0795        0.0830       0.0865
----------------------------------------------------------
29                       0.0788        0.0822       0.0858
----------------------------------------------------------
30                       0.0781        0.0816       0.0851
----------------------------------------------------------
31                       0.0774        0.0810       0.0846
----------------------------------------------------------
32                       0.0768        0.0804       0.0840
----------------------------------------------------------
33                       0.0763        0.0799       0.0836
----------------------------------------------------------
34                       0.0758        0.0794       0.0831
----------------------------------------------------------
35                       0.0753        0.0790       0.0827
----------------------------------------------------------
36                       0.0749        0.0786       0.0824
----------------------------------------------------------
37                       0.0745        0.0783       0.0820
----------------------------------------------------------
38                       0.0742        0.0779       0.0817
----------------------------------------------------------
39                       0.0739        0.0776       0.0815
----------------------------------------------------------
40                       0.0736        0.0774       0.0812
----------------------------------------------------------
41                       0.0733        0.0771       0.0810
----------------------------------------------------------
42                       0.0730        0.0769       0.0808
----------------------------------------------------------
43                       0.0728        0.0767       0.0806
----------------------------------------------------------
44                       0.0726        0.0765       0.0804
----------------------------------------------------------
45                       0.0724        0.0763       0.0802
----------------------------------------------------------

Normal                           Interest Rate
Retirement Age           7.50%         8.00%        8.50%
----------------------------------------------------------
80                       0.206         0.194        0.184
----------------------------------------------------------
79                       0.231         0.219        0.207
----------------------------------------------------------
78                       0.258         0.246        0.234
----------------------------------------------------------
77                       0.289         0.276        0.263
----------------------------------------------------------
76                       0.322         0.309        0.296
----------------------------------------------------------
75                       0.359         0.346        0.333
----------------------------------------------------------
74                       0.400         0.387        0.374
----------------------------------------------------------
73                       0.446         0.432        0.419
----------------------------------------------------------
72                       0.495         0.482        0.469
----------------------------------------------------------
71                       0.549         0.537        0.525
----------------------------------------------------------
70                       0.609         0.597        0.586
----------------------------------------------------------
69                       0.674         0.664        0.653
----------------------------------------------------------
68                       0.745         0.736        0.728
----------------------------------------------------------
67                       0.822         0.816        0.810
----------------------------------------------------------
66                       0.907         0.904        0.900
----------------------------------------------------------
65                       1.000         1.000        1.000
----------------------------------------------------------
64                       1.101         1.106        1.110
----------------------------------------------------------
63                       1.212         1.221        1.231
----------------------------------------------------------
62                       1.332         1.348        1.363
----------------------------------------------------------
61                       1.464         1.486        1.509
----------------------------------------------------------
60                       1.606         1.637        1.669
----------------------------------------------------------
59                       1.761         1.802        1.844
----------------------------------------------------------
58                       1.929         1.982        2.036
----------------------------------------------------------
57                       2.111         2.177        2.246
---------------------------------------------------------
56                       2.309         2.390        2.475
---------------------------------------------------------
55                      2.523          2.622        2.726
---------------------------------------------------------

Note: These factors are based on the UP-1984 Mortality Table.

Normal                            Interest Rate
Retirement Age           7.50%         8.00%        8.50%
---------------------------------------------------------
80                       5.151         5.053        4.959
---------------------------------------------------------
79                       5.370         5.264        5.162
---------------------------------------------------------
78                       5.591         5.476        5.366
---------------------------------------------------------
77                       5.814         5.690        5.572
---------------------------------------------------------
76                       6.039         5.905        5.777
---------------------------------------------------------
75                       6.266         6.122        5.985
---------------------------------------------------------
74                       6.494         6.339        6.192
---------------------------------------------------------
73                       6.721         6.556        6.398
---------------------------------------------------------
72                       6.947         6.771        6.603
---------------------------------------------------------
71                       7.171         6.983        6.804
---------------------------------------------------------
70                       7.392         7.192        7.003
---------------------------------------------------------
69                       7.610         7.399        7.198
---------------------------------------------------------
68                       7.825         7.601        7.389
---------------------------------------------------------
67                       8.037         7.801        7.577
---------------------------------------------------------
66                       8.248         7.999        7.764
---------------------------------------------------------
65                       8.458         8.196        7.949
---------------------------------------------------------
64                       8.666         8.390        8.131
---------------------------------------------------------
63                       8.870         8.581        8.311
---------------------------------------------------------
62                       9.072         8.770        8.485
---------------------------------------------------------
61                       9.270         8.954        8.657
---------------------------------------------------------
60                       9.463         9.133        8.825
---------------------------------------------------------
59                       9.651         9.307        8.986
---------------------------------------------------------
58                       9.834         9.477        9.143
---------------------------------------------------------
57                       10.012        9.641        9.295
---------------------------------------------------------
56                       10.186        9.801        9.442
---------------------------------------------------------
55                       10.354        9.955        9.585
---------------------------------------------------------

Note: Theses are based on the UP-1984 Mortality Table.

Exhibit 10.6

AMERICAN BAR ASSOCIATION

MEMBERS DEFINED BENEFIT PENSION PLAN

ARTICLE I
         ESTABLISHMENT OF THE PLAN.............................................2

     1.1      Promulgation of Plan.............................................2
              --------------------
     1.2      Implementation of Plan...........................................2
              ----------------------
     1.3      Adoption of Plan to Amend or Replace Preexisting Plan............2
              -----------------------------------------------------
     1.4      Paired Plans.....................................................3
              ------------
ARTICLE II
         DEFINITIONS...........................................................3

     2.1      ABA Members Retirement Plan......................................3
              ---------------------------
     2.2      Accrued Benefit..................................................3
              ---------------
     2.3      Actuarial Equivalent.............................................4
              --------------------
     2.4      Actuary..........................................................5
              -------
     2.5      Annual Additions.................................................5
              ----------------
     2.6      Annual Benefit...................................................5
              --------------
     2.7      Annuity Starting Date............................................5
              ---------------------
     2.8      Average Annual Compensation......................................5
              ---------------------------
     2.9      Base Benefit Percentage..........................................5
              -----------------------
     2.10     Beneficiary......................................................5
              -----------
     2.11     Break in Service.................................................5
              ----------------
     2.12     Business Day.....................................................5
              ------------
     2.13     Code.............................................................6
              ----
     2.14     Collective Trust.................................................6
              ----------------
     2.15     Compensation.....................................................6
              ------------
     2.16     Computation Period...............................................8
              ------------------
     2.17     Covered Compensation.............................................8
              --------------------
     2.18     Deferred Vested Benefit..........................................8
              -----------------------
     2.19     Defined Benefit Plan Fraction....................................8
              -----------------------------
     2.20     Defined Contribution Plan Fraction...............................8
              ----------------------------------
     2.21     Disability.......................................................8
              ----------
     2.22     Disability Retirement Benefit....................................8
              -----------------------------
     2.23     Early Retirement Age.............................................9
              --------------------
     2.24     Early Retirement Benefit.........................................9
              ------------------------
     2.25     Earned Income....................................................9
              -------------
     2.26     Effective Date...................................................9
              --------------
     2.27     Eligible Employee................................................9
              -----------------
     2.28     Employee.........................................................9
              --------
     2.29     Employer.........................................................9
              --------
     2.30     Employer Plan...................................................10
              -------------
     2.31     Employment Commencement Date....................................10
              ---------------------------
     2.32     Entry Date......................................................10
              ----------
     2.33     Excess Benefit Percentage.......................................10
              -------------------------
     2.34     ERISA...........................................................10
              -----
     2.35     Fiduciary.......................................................10
              ---------
     2.36     Highest Average Compensation....................................10
              ----------------------------
     2.37     Highly Compensated Employee.....................................10
              ---------------------------

     2.38     Hour of Service.................................................11
              ---------------
     2.39     Individual Medical Account......................................12
              --------------------------
     2.40     Insurer.........................................................12
              -------
     2.41     Integration Level...............................................12
              -----------------
     2.42     Investment Manager..............................................12
              ------------------
     2.43     Investment Options..............................................12
              ------------------
     2.44     Leased Employee.................................................12
              ---------------
     2.45     Limitation Year.................................................13
              ---------------
     2.46     Master or Prototype Plan........................................13
              ------------------------
     2.47     Maximum Excess Allowance........................................13
              ------------------------
     2.48     Maximum Permissible Amount......................................13
              --------------------------
     2.49     Members.........................................................13
              -------
     2.50     1983 Current Accrued Benefit....................................13
              ----------------------------
     2.51     1987 Current Accrued Benefit....................................13
              ----------------------------
     2.52     Normal Form of Annuity..........................................13
              ----------------------
     2.53     Normal Retirement Age...........................................13
              ---------------------
     2.54     Normal Retirement Benefit.......................................13
              -------------------------
     2.55     Notice to the Trustee...........................................13
              ---------------------
     2.56     This Section has been intentionally left blank..................14
     2.57     Paired Plans....................................................14
              ------------
     2.58     Participant.....................................................14
              -----------
     2.59     Participation Agreement.........................................14
              -----------------------
     2.60     Period of Vesting Service.......................................14
              -------------------------
     2.61     Period of Severance.............................................14
              -------------------
     2.62     Plan............................................................14
              ----
     2.63     Plan Administrator..............................................14
              ------------------
     2.64     Plan Year.......................................................14
              ---------
     2.65     Predecessor Organization........................................15
              ------------------------
     2.66     Preexisting Plan................................................15
              ----------------
     2.67     Preretirement Survivor Annuity..................................15
              ------------------------------
     2.68     Prior Plan Account..............................................15
              ------------------
     2.69     Projected Annual Benefit........................................15
              ------------------------
     2.70     Qualified Bar Association.......................................15
              -------------------------
     2.71     Qualified Defined Benefit Plan..................................15
              ------------------------------
     2.72     Qualified Defined Contribution Plan.............................15
              -----------------------------------
     2.73     Qualified Domestic Relations Order..............................15
              ----------------------------------
     2.74     Qualified Joint and Survivor Annuity............................15
              ------------------------------------
     2.75     Qualified Plan..................................................15
              --------------
     2.76     Related Employer................................................16
              ----------------
     2.77     Retirement Benefit..............................................16
              ------------------
     2.78     Self-Employed Individual........................................16
              ------------------------
     2.79     Service.........................................................16
              -------
     2.80     Severance from Service Date.....................................16
              ---------------------------
     2.81     Simplified Employee Pension.....................................16
              ---------------------------
     2.82     Single Life Annuity.............................................16
              -------------------
     2.83     Social Security Retirement Age..................................16
              ------------------------------

     2.84     Spouse..........................................................16
              ------
     2.85     State Street....................................................16
              ------------
     2.86     Trust...........................................................17
              -----
     2.87     Trustee.........................................................17
              -------
     2.88     Vested Portion..................................................17
              --------------
     2.89     Welfare Benefit Fund............................................17
              --------------------
     2.90     Year of Credited Service........................................17
              ------------------------
     2.91     Year of Eligibility Service.....................................17
              ---------------------------
     2.92     Year of Participation...........................................17
              ---------------------
ARTICLE III
         PARTICIPATION........................................................17

     3.1      Participation Requirements......................................17
              --------------------------
     3.2      Exclusion of Associates.........................................18
              -----------------------
     3.3      Exclusion of Employees of Related Businesses....................18
              --------------------------------------------
     3.4      Exclusion of Leased Employees...................................18
              -----------------------------
     3.5      Exclusion of Other Employees....................................18
              ----------------------------
     3.6      Breaks in Service...............................................18
              -----------------
     3.7      Effect of Becoming or Ceasing to Be an Eligible Employee........19
              --------------------------------------------------------
     3.8      Preexisting Plan................................................19
              ----------------
ARTICLE IV
         VESTING AND REEMPLOYMENT.............................................19

     4.1      Vested Portion..................................................19
              --------------
     4.2      Amendments Affecting Vested Portion.............................20
              -----------------------------------
     4.3      Effect of Reemployment on Vesting Service and Credited Service..20
              --------------------------------------------------------------
     4.4      Effect of Reemployment on Benefit Payments......................20
              ------------------------------------------
ARTICLE V
         NORMAL RETIREMENT BENEFIT............................................21

     5.1      Eligibility for Benefit.........................................21
              -----------------------
     5.2      Amount of Benefit Generally.....................................21
              ---------------------------
     5.3      Minimum Benefit.................................................22
              ---------------
     5.4      Benefit After Late Retirement...................................22
              -----------------------------
     5.5      Commencement of Benefit.........................................22
              -----------------------
     5.6      Definitely Determinable Benefit.................................22
              -------------------------------
     5.7      Form of Benefit Distribution....................................23
              ----------------------------
     5.8      Fresh-Start Rules...............................................23
              -----------------
ARTICLE VI
         EARLY RETIREMENT BENEFIT.............................................24

     6.1      Eligibility for Benefit.........................................24
              -----------------------
     6.2      Amount of Benefit...............................................24
              -----------------
     6.3      Commencement of Benefit.........................................25
              -----------------------
     6.4      Definitely Determinable Benefit.................................25
              -------------------------------
     6.5      Form of Benefit Distribution....................................25
              ----------------------------

ARTICLE VII
         DISABILITY RETIREMENT BENEFIT........................................25

     7.1      Eligibility for Benefit.........................................25
              -----------------------
     7.2      Amount of Benefit...............................................25
              -----------------
     7.3      Commencement of Benefit.........................................25
              -----------------------
     7.4      Definitely Determinable Benefit.................................25
              -------------------------------
     7.5      Form of Benefit Distribution....................................26
              ----------------------------
ARTICLE VIII
         DEFERRED VESTED BENEFIT..............................................26

     8.1      Eligibility for Benefit.........................................26
              -----------------------
     8.2      Amount of Benefit...............................................26
              -----------------
     8.3      Commencement of Benefit.........................................26
              -----------------------
     8.4      Definitely Determinable Benefit.................................26
              -------------------------------
     8.5      Form of Benefit Distribution....................................26
              ----------------------------
ARTICLE IX
         FORMS OF PAYMENT.....................................................26

     9.1      Application for Pension Benefits................................26
              --------------------------------
     9.2      Automatic Forms.................................................27
              ---------------
     9.3      Qualified Joint and Survivor Annuity............................27
              ------------------------------------
     9.4      Optional Forms of Benefit Payment...............................28
              ---------------------------------
     9.5      Provisions Applicable to Single-Sum Distributions...............30
              -------------------------------------------------
     9.6      Sixty-Day Rule Regarding Time for Payment.......................32
              -----------------------------------------
     9.7      Special Distribution Requirements...............................32
              ---------------------------------
     9.8      Qualified Domestic Relations Orders.............................36
              -----------------------------------
     9.9      Restrictions on Immediate Distributions.........................36
              ---------------------------------------
ARTICLE X
         DEATH BENEFIT........................................................37

     10.1     Eligibility for Preretirement Survivor Annuity..................37
              ----------------------------------------------
     10.2     Amount of Preretirement Survivor Annuity........................38
              ----------------------------------------
     10.3     Commencement and Form of Payment of Preretirement Survivor
              ----------------------------------------------------------
              Annuity.........................................................39
              -------
     10.4     Notice Requirements.............................................39
              -------------------
     10.5     Other Death Benefits............................................40
              --------------------
     10.6     Restrictions Applicable to Payment of Death Benefits............41
              ----------------------------------------------------
ARTICLE XI
         RESTRICTIONS ON BENEFITS.............................................42

     11.1     No Duplication of Benefits......................................42
              --------------------------
     11.2     Limit on Annual Benefits........................................43
              ------------------------
     11.3     Benefit Formula and Special Rules for Integrated Plans..........55
              ------------------------------------------------------
ARTICLE XII
         PLAN FUNDING AND INVESTMENT..........................................61

     12.1     Contributions...................................................61
              -------------

     12.2     Repayment of Certain Contributions..............................61
              ----------------------------------
     12.3     Investment of Trust Fund........................................61
              ------------------------
ARTICLE XIII
         AMENDMENTS...........................................................62

     13.1     Amendments by Employer..........................................62
              ----------------------
     13.2     Amendments by ABRA..............................................62
              ------------------
     13.3     Prohibited Amendments...........................................62
              ---------------------
ARTICLE XIV
         PLAN TERMINATION.....................................................63

     14.1     Termination by Employer.........................................63
              -----------------------
     14.2     Distribution of Accrued Benefits................................63
              --------------------------------
ARTICLE XV
         PRESERVATION OF PARTICIPANTS' BENEFITS...............................64

     15.1     Plan Merger, Consolidation or Transfer..........................64
              --------------------------------------
     15.2     Trustee-to-Trustee Transfer.....................................64
              ---------------------------
     15.3     Transfer of Employee Accrued Benefit to Another Plan............64
              ----------------------------------------------------
     15.4     Rollover from Another Plan......................................65
              --------------------------
     15.5     Prior Plan Accounts.............................................65
              -------------------
ARTICLE XVI
         DELEGATION OF POWERS.................................................65

     16.1     Delegation of Powers to ABRA and to Trustee.....................65
              -------------------------------------------
     16.2     Delegation of Powers by Related Employers.......................65
              -----------------------------------------
     16.3     Fees Charged Certain ABA Nonmembers.............................66
              -----------------------------------
ARTICLE XVII
         MISCELLANEOUS........................................................66

     17.1     Governing Law...................................................66
              -------------
     17.2     Limitation of Participation Rights..............................66
              ----------------------------------
     17.3     Allocation of Responsibilities Among Fiduciaries................66
              ------------------------------------------------
     17.4     Plan Administrator..............................................67
              ------------------
     17.5     Indemnification of ABRA Directors and Pre-1992 Trustees.........68
              -------------------------------------------------------
     17.6     Claims Procedure................................................68
              ----------------
     17.7     Nontransferability of Benefits..................................68
              ------------------------------
     17.8     Employer Right to Rehire Retired Participants...................68
              ---------------------------------------------
     17.9     Rules Governing Forms of Payment................................69
              --------------------------------
     17.10    Reinstatement of Forfeited Benefit Upon Claim...................69
              ---------------------------------------------
     17.11    Failure of Employer Plan to Qualify.............................69
              -----------------------------------
     17.12    Payment of Expenses.............................................69
              -------------------
     17.13    Military Service................................................69
              ----------------
ARTICLE XVIII
         LIMITATION ON EARLY TERMINATION BENEFITS.............................69

     18.1     Temporary Restrictions on Pensions..............................69
              ----------------------------------

     18.2     Amount of Restricted Pension....................................70
              ----------------------------
     18.3     Effect of Amendment to Increase Benefits........................70
              ----------------------------------------
     18.4     Payments in Excess of Restricted Pension........................71
              ----------------------------------------
     18.5     Distributions Incident to Employer Plan Termination.............71
              ---------------------------------------------------
     18.6     Other Permitted Distributions...................................72
              -----------------------------
     18.7     Termination of Restrictions.....................................72
              ---------------------------
     18.8     Post-1993 Restrictions..........................................72
              ----------------------
ARTICLE XIX
         DIRECT ROLLOVERS.....................................................73

     19.1     General Rule....................................................73
              ------------
     19.2     Definitions.....................................................73
              -----------

AMERICAN BAR ASSOCIATION
MEMBERS DEFINED BENEFIT PENSION PLAN

(a) If the Employer adopts the Plan as an amendment of a Preexisting Plan, the Employer shall specify in the Participation Agreement that the Effective Date of the Employer Plan is the original effective date of the Preexisting Plan.

(b) If the Employer adopts the Plan as a new Qualified Plan to replace a Preexisting Plan, the Employer shall specify in the Participation Agreement that the Effective Date of the Employer Plan is the date of adoption of the Employer Plan.

(c) If the Employer adopts the Plan as an amendment of a Preexisting Plan that is a Qualified Defined Benefit Plan, the Employer shall cause the trustees of the trust fund under the Preexisting Plan to transfer directly to the Trustee the assets of the Preexisting Plan. The transfer shall occur as soon as administratively feasible after the date on which the Employer Plan is adopted. The transferred assets shall continue to be treated as assets of the Employer Plan after the date of transfer; however, voluntary employee after-tax contributions included in the transfer shall be credited to Prior Plan

Accounts for the appropriate Participants and shall be subject to the provisions of Section 15.2 (except the restriction in Section 15.2 on the transfer of after-tax contributions).

(d) If the Employer adopts the Plan as an amendment of a Preexisting Plan that is a Qualified Defined Contribution Plan, each Participant's account balance under the Preexisting Plan shall be transferred to the Trustee under Section 15.2 (subject to the restrictions of Section 15.2) and credited to a Prior Plan Account for the Participant.

(e) If the Employer adopts the Plan to replace a Preexisting Plan, the interest of each Participant in the Preexisting Plan (whether in the form of an account balance or the present value of accrued benefit) shall be transferred to the Trustee under Section 15.2 (subject to the restrictions of Section 15.2) and credited to a Prior Plan Account for the Participant.

The following terms shall have the meanings described in this Article unless the context clearly indicates another meaning. Whenever one of the terms defined in this Article is used in the Plan and the defined meaning is intended, the term is capitalized. All references in the Plan to specific Articles or Sections shall refer to Articles or Sections of the Plan unless otherwise indicated. Unless the context indicates otherwise, words of one gender include the other gender and terms in the singular include the plural.

Normal Retirement Age or (ii) the current year, the same rate of Compensation upon which his or her Normal Retirement Benefit would be computed under the Employer Plan (but, for the purpose of determining such rate of Compensation, taking into account no more than the 10 Years of Credited Service immediately preceding the date of such determination). Except as modified by the last paragraph of this Section, the fraction shall be calculated under subsection (b) (if the Employer has adopted a standardized Participation Agreement) or under subsection (a) or (b), as elected by the Employer in a nonstandardized Participation Agreement.

(a) If the Years of Participation method is elected in a nonstandardized Participation Agreement, the fraction shall be a fraction, not exceeding 1.0, the numerator of which is the total number of a Participant's Years of Participation in the Plan (as of the date of his or her separation from Service) and the denominator of which is the total number of Years of Participation that he or she would have at the later of (i) the year in which the Participant would attain Normal Retirement Age or (ii) the current Plan Year. Social Security benefits and all other relevant factors used to compute benefits shall be treated as remaining constant as of the current Plan Year.

(b) Under the Years of Credited Service method (if applicable under a nonstandardized Participation Agreement), the fraction shall be a fraction, not exceeding 1.0, the numerator of which is the total number of a Participant's Years of Credited Service with the Employer from the later of the Participant's date of hire or the date specified in the Participation Agreement (as of the date of his or her separation from Service) and the denominator of which is the total number of Years of Credited Service that he or she would have at the later of (i) the year in which the Participant would attain Normal Retirement Age, or (ii) the current Plan Year. Social Security benefits and all other relevant factors used to compute benefits shall be treated as remaining constant as of the current Plan Year.

Each Participant who is credited with a Year of Credited Service during a Plan Year, but who separates from Service before the last day of the Plan Year, shall accrue a benefit for the Plan Year.

This paragraph shall apply to the determination of a Participant's Accrued Benefit if the Employer elects a "fresh start" in accordance with
Section 5.8. After the fresh-start date, the amount in subsection (a) or (b) (as applicable to the Employer Plan) shall not be less than the Participant's "frozen Accrued Benefit" (as defined in Section 5.8).

to the Trustee received after 3:00 p.m. (Eastern time) shall be deemed received on the next Business Day.

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

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

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

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

For any Participant who is a Self-Employed Individual, Compensation means his or her Earned Income. Compensation shall include only that compensation that is actually paid to the Participant during the applicable "determination period."

Notwithstanding the above, Compensation shall not include deferred compensation other than any elective deferral (as defined in Code Section
402(g)(3)) and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code Section 125 or 457. For Plan Years beginning after December 31, 2000 or an earlier date specified by the Employer in the Participation Agreement, Compensation shall also include any amount which is not includible in the gross income of the Participant by reason of Code
Section 132(f)(4).

Compensation shall include only that compensation that is actually paid to the Participant during the "determination period." Except as otherwise provided in the Plan, the "determination period" shall be the period elected by the Employer in the Participation Agreement. If the Employer makes no election, the determination period shall be the Plan Year.

For Plan Years beginning on or after January 1, 1989 and before January 1, 1994, the amount of Compensation of each Participant for any Plan Year taken into account for determining all Retirement Benefits provided under the Plan shall not exceed $200,000. This limitation shall be adjusted by the Secretary of the Treasury at the same time and in the same manner as under Code Section
415(d), except that the dollar increase in effect on January 1 of any calendar year is effective for Plan Years beginning in such calendar year and the first adjustment to the $200,000 limitation is effective on January 1, 1990. For purposes of any annual Compensation limit, all Qualified Plans maintained by the Employer or a Related Employer shall be treated as a single plan.

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

If a determination period consists of fewer than 12 months, the applicable annual Compensation limit is an amount equal to the otherwise applicable annual Compensation limit

multiplied by a fraction, the numerator of which is the number of months in the short determination period, and the denominator of which is 12.

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

For purposes of any annual Compensation limit, all Qualified Plans maintained by the Employer or a Related Employer shall be treated as a single plan.

Notwithstanding any annual Compensation limit, a Participant's Accrued Benefit as of the last day of the Plan Year beginning in 1983 shall be calculated without regard to the $200,000 limit, and a Participant's Accrued Benefit as of the last day of the Plan Year beginning in 1993 shall be calculated without regard to the $150,000 limit.

including (i) any sole practitioner, partnership, corporation or association engaged in the practice of law, provided that the sole practitioner or at least one partner of the partnership or one shareholder of the corporation is a member or associate of the American Bar Association or of a Qualified Bar Association,
(ii) the American Bar Association, (iii) any Qualified Bar Association, and (iv) any organization that does not engage in the practice of law but is closely associated with the legal profession, that receives the approval of ABRA, and that has as an owner or a member of its governing board a member or associate of the American Bar Association. The term "Employer" shall also include any successor to the entity that has adopted the Plan if the successor has agreed, or is required by operation of law, to continue the Employer Plan.

For purposes of the Plan, a sole practitioner is deemed to be his or her own Employer and a partnership is deemed to be the Employer of each Self-Employed Individual. Upon the death of an Employer who is a sole practitioner, Section 14.1 shall apply and all duties and responsibilities of the Employer under the Plan shall be assumed by a person or persons designated by the executor or administrator of the estate of the deceased Employer

An Employee's Service shall include any period of employment with a Related Employer, and all employees employed by the Employer or by a Related Employer shall be treated as employed by a single employer.

excess of $80,000 (as adjusted for increases in the cost of living in accordance with Code Section 414(q)(1)(B)) by an Employer (1) for the prior Plan Year or
(2) if elected by the Employer in the Participation Agreement, for the calendar year beginning with or within the prior Plan Year instead of for the prior Plan Year. Notwithstanding the foregoing, if elected by the Employer in the Participant Agreement, an Employee shall be a Highly Compensated Employee pursuant to clause (b) of the preceding sentence only if the Employee was in the top 20% of the employees (based on Compensation) for the prior Plan Year (or, if the election described in clause (b)(2) of the preceding sentence is made, for the calendar year beginning with or within the prior Plan Year instead of for the prior Plan Year). A "highly compensated former employee" is based on the rules applicable to determining "Highly Compensated Employee" status as in effect for the Plan Year for which the determination is being made, in accordance with Section 1.414(q) -IT, A-4 of the temporary Income Tax Regulations and Internal Revenue Service Notice 97-45.

(a) An Employee is directly or indirectly paid or entitled to payment by the Employer for the performance of duties,

(b) An Employee is directly or indirectly paid or entitled to payment by the Employer for reasons (such as vacation, holiday, sickness, incapacity, disability, layoff, jury duty, military duty or paid leave of absence) other than for the performance of duties (irrespective of whether the employment relationship has terminated), unless such payment is solely for the purpose of complying with applicable worker's compensation or disability insurance laws, and

(c) Back pay for an Employee, irrespective of mitigation of damages, is either awarded or agreed to by the Employer.

Hours of Service for the performance of duties will be credited to an Employee for the Computation Period(s) in which the duties were performed, and Hours of Service for reasons other than the performance of duties or for back pay will be credited to the Employee for the Computation Period(s) to which such hours related (rather than for the Computation Period in which the award, agreement or payment is made). However, the same Hours of Service will not be credited under more than one subsection of this Section. Hours of Service shall be determined and credited in a manner consistent with Section 2530.200b-2 of the Department of Labor Regulations.

To the extent that the Employer does not keep records of actual Hours of Service for some or all of its Employees, the Hours of Service to be credited for such Employees shall be calculated on the basis of one of the following methods (as elected by the Employer in the Participation Agreement):

Method F: 190 hours for each month for which he or she would be entitled under Method A to receive credit for at least one Hour of Service.

Hours of Service shall be credited for employment with a Related Employer, while related. Hours of Service shall also be credited for any Leased Employee. No more than 501 Hours of Service shall be credited to an Employee for any single continuous period (whether or not the period occurs in a single Computation Period) during which duties are not performed by the Employee.

The term Leased Employee shall not include any person who would otherwise be described in the preceding paragraph, if (a) the person is covered by a money-purchase pension plan providing (i) a nonintegrated employer contribution rate of at least 10% of compensation (as defined in Code Section
415(c)(3)) but including amounts contributed in accordance with a salary reduction agreement that are excludable from the person's gross income under Code

Section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b), (ii) immediate participation and (iii) full and immediate vesting; and (b) Leased Employees do not constitute more than 20% of the Employer's nonhighly compensated workforce. In determining the Employer's nonhighly compensated workforce, the provisions of Code Section 414(q) shall apply.

date of its receipt (determined in accordance with rules established by the Trustee) at the address specified by the Trustee or the Trustee's designated agent.

2.56 This Section has been intentionally left blank.

(a) With which the Employer shows significant continuity of ownership, business or workforce; or

(b) That is determined to be a predecessor organization under regulations issued by the Secretary of Treasury.

also in the Participation Agreement specifies that Participants will vest in accordance with Schedule A under Section 4.1 (or a vesting schedule at least as favorable as Schedule A).

In addition, a Prior Plan Account may be established for an Employee under Article XV (pertaining to transfers and rollovers) even though the Employee is not yet a Participant. Such a Employee shall be deemed to be a Participant for all purposes other than the accrual of benefits under the Employer Plan. As of the first Entry Date following his or her completion of the requisite number of Years of Eligibility Service and attainment of the requisite age specified in the Participation Agreement, the Employee shall become a Participant in the Employer Plan for all purposes.

(a) If an Eligible Employee incurs a Break in Service before he or she had satisfied the participation requirements set forth in this Article III, his or her Years of Eligibility Service before the Break in Service shall be included for purposes of Section 3.1and he or she shall become eligible to become a Participant in accordance with this Article. Notwithstanding the foregoing sentence, if the Employer elects in the Participation Agreement that Participants will vest is accordance with Schedule A under Section 4.1(or a vesting schedule at least as favorable as Schedule A), then if an Eligible Employee incurs a Break in Service before satisfying the participation requirements set to forth in this Article, his or her Years of Eligibility Service before the Break in Service shall not be included for purposes of
Section 3.1 and the Employee shall be treated as a new Employee for eligibility purposes.

(b) If an Eligible Employee whose employment was terminated after he or she had satisfied the participation requirements set forth in this Article III and prior to becoming a Participant, and if such Eligible Employee is reemployed by the Employer, he or she will

become a Participant or resume active participation in the Plan on the date he or she again becomes an Employee (subject to the requirements of Section 3.7).

If an Employee who is not an Eligible Employee (and, as a result, is not a Participant) becomes an Eligible Employee after the date on which he or she would have become a Participant by virtue of satisfying the r