SEP

QUALIFIED PLAN

ELIGIBILITY:

Must cover all employees who:

1. Have reached age 21

2Perfomed any service in 3 0f 5 immediately preceding years.

3. Was paid at least $650 during year.

Must cover employees who:

1. have attained age 21.

2. Performed 1 year of service or can be2 (3 before 1/89) if 100% vested on entry.

3. "Year of Service" means 1,000 hours.

PARTICIPATION:

Must benefit 100% of eligible employees

Must benefit either 70% of all employees. Can exclude part-time (under 1,000 hours) employees.

VESTING:

100% vested immediately.

Choice of : 5-year 100% vesting or 2-6 year graded vesting.

CONTRIBUTIONS:

Must be uniform relationship with compensation.

Limited to the lesser of 25% of compensation or $46,000.

May bear uniform relationship of compensation.

Limitations: DB--$185,000 or 100% of average compensation of high 3 years; DC--$46,000 or 100% of compensation.

DISTRIBUTION:

10% excise tax on early withdrawal prior to age 59 ½.

10% excise tax on early distributions (before age 59 ½ or early retirement before 55).

LOANS:

Not allowed.

Allowed within specific limits.

DISCRIMINATION:

Contributions may not discriminate in favor of highly compensated.

Contributions may not discriminate in favor of highly compensated.

TRUST ISUES:

Plan may not be self-trusteed and cannot invest in life insurance.

Requires a qualified trust, but may be self-trusteed. Trust can invest in life insurance.

CASH OR DEFERRED ARRANGEMENT (401(k) FEATURE):

50% of eligible employees must defer salary.

Each highly compensated employee can only defer 125% of average deferral percentage of non-highly compensated employees.

Employer cannot have more than 25 employees in preceding year.

No new salary reduction plans may be established after Dec. 31, 1998.

See "Participation."

Average deferral percentage of highly compensated cannot exceed:

If non highly compensated deferrals are less than 2%, H/C is 2 times.

If non highly compensated is between 2% and 8%, H/C is 2 plus percentage points.

If non highly compensated is more than 8%, H/C is 1.25 times.

Safe Harbor alternatives available to eliminate discrimination testing.

NON-MODEL:

Any employer who ever maintained a DB plan or maintains any other plans or an affiliated service group or an Integrated Plan.

Not applicable.