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					401(k) Advisors- Vendor Search Services



“Creating Ongoing Successful Retirement Plan
 Experiences For Employers and Employees”




                                                             WW Benefits, LLC
                                                          890 Lamont Street, Suite 201
                                                                   Novato, CA. 94945
                                                                        415 898-6100
                                                                 Rick@wwbenfits.com




         401(k) Provider Analysis: Background & Purpose


                               1
The purpose of this report is to allow you, the 401(k) plan sponsor and decision-maker, to make a time efficient and well-informed 401(k) provider
selection. Vast financial resources are being directed to many 401(k) products offered by both new and established 401(k) plan providers. At the same
time, the 401(k) provider graveyard of firms (see Appendices: Exhibit A), who no longer offer services, continues to grow at an accelerated rate. As your
dedicated plan consultant, 401(k) Advisors will identify the 401(k) provider(s) who deliver the highest quality products and services at the most competitive
total cost. Changing providers is cumbersome and time consuming. Therefore, it is imperative that we identify providers who have the financial
resources, experience, and balanced commitment to excellence with all the essential 401(k) plan components identified on the following page.

Your 401(k) Advisors team of dedicated and experienced consultants has thoroughly evaluated the products and services offered by several dozen 401(k)
providers. We have quantified, measured, and compared the most relevant criteria for each plan component. We have also included a qualitative
overview, based on our decades of experience – and interaction with hundreds of clients – who have been the recipients of 401(k) services delivered by
many different plan providers.

401(k) provider selection is a multiple step process that begins with a 401(k) provider financial analysis and moves to an evaluation of product and service
capabilities, delivery system compatibility, and finally, demographic compatibility. Simply stated, the objective of the 401(k) Advisors Provider Analysis™
is to identify plan providers who have the greatest likelihood of delivering product and service excellence to organizations with similar characteristics to
yours.




        Financial Strength                  Product Excellence                    Delivery System                       Demographic
        Rock solid financials               Ability to deliver                    Compatibility                         Compatibility
        and future marketplace              excellence with all plan              Provider delivery                     Provider committed to
        commitment                          components                            system a good fit                     plans like yours




                                                                             2
                                                       Understanding Plan Components

The diagram and table below illustrate the essential 401(k) components that collectively define plan services that are delivered to you, the plan sponsor.
401(k) Advisors only seriously considers plan providers who deliver product excellence in all areas.


                                                                                         Component                             Description
                                                                                                              Participant-level recordkeeping/accounting
                                    Administration                                      Administration &      Employee and employer reports
                                          &                                             Recordkeeping         Tracking investment allocations/changes and
                                    Recordkeeping                                                              contribution changes
                                                                                                              Services that enhance plan efficiency, productivity,
                                                                                                               understanding and value
                                                                                          Technology
                                                                                                              State-of-the-art technology
                                                                                           Services
                                                                                                              Web-based participant investment tools
          Compliance
               &                                                 Technology                                   Web-based employer tools
             Legal                                                Services                                    Materials describing plan design and investing
         Documentation                                                                     Employee           Enrollment kits
                                                                                         Communication        Payroll stuffers, posters, memos
                                                                                                              Newsletters
                                                                                                              All documentation and testing to keep the plan in
                                      401(k)                                                                   compliance
                                                                                                              Plan document
                                       Plan                                              Compliance &
                                                                                             Legal            Summary Plan Description
                                                                                         Documentation        Annual 5500 and pertinent schedules
                                                                                                              ERISA plan audit (if applicable)
                                                                                                              Discrimination testing
           Employee                                                                                           All available investment offerings including cash,
         Communication                                              Cost                   Investment          income, hybrid, and equity investments
                                                                                          Management          Proprietary, sub-advised, retail, and index
                                                                                                               investments
                                                                                                              Hard dollar fees that are a specific amount – paid
                                                                                                               by the employer or employees, including participant
                                                                                                               recordkeeping, compliance, loan administration,
                                                                                                               hardship, and distribution fees
                                     Investment                                              Cost
                                                                                                              Soft dollar fees that are a specific percentage –
                                     Management
                                                                                                               generally paid by employees for investment
                                                                                                               management expenses and to subsidize some or
                                                                                                               all of the administrative fees




                                                     Understanding 401(k) Delivery Systems
                                                                              3
Once the essential plan components of a 401(k) plan are evaluated, the next important step is the analysis of how these plan components are delivered.
The two primary 401(k) delivery systems are: Bundled and; Unbundled.

Bundled providers deliver all essential plan components under one integrated approach. Some providers package their product as a bundled offering;
however, upon closer scrutiny, outsource one or more essential plan components to an outside firm.

With an unbundled system, two (or more) organizations deliver plan services. Typically a third party administrator (TPA) is responsible for plan
compliance services and limited recordkeeping (for loans and financial hardship withdrawals). There are many hybrid combinations of unbundled delivery
systems, including multiple providers who deliver employee communications, recordkeeping, and even technology services to the same plan sponsor. It
is not uncommon to discover several different organizations collectively delivering all essential plan components to one plan sponsor.

Some plan providers have the ability to deliver their product either bundled or unbundled. Through the 401(k) Advisors Plan Provider Analysis™ and our
many years of practical consulting and experience, we have concluded that both bundled and unbundled delivery systems work effectively under the
appropriate circumstances, demographics, and conditions.


                                          Bundled                                                                            Unbundled
                                          Delivery                                                                            Delivery
                                          System                                                                              System




                                            All plan                                                        Investment                                  TPA
                                          components                                                          Provider                               Compliance
                                          delivered by                                                      Technology                                    &
                                          one provider                                                      Investments                                Limited
                                                                                                             EE Comm                                Recordkeeping
                                                                                                           Recordkeeping




                                        Plan Sponsor                                                                         Plan Sponsor



      Although most plan sponsors initially choose their 401(k) provider based on investments, the primary drivers for changing providers are administration, recordkeeping,
      compliance, and employee communications. This phenomenon suggests that it is of paramount importance that plan sponsors understand the ability of all potential plan
      providers to deliver value with each and every essential plan component (administration, recordkeeping, compliance, technology services, and employee communication
      services), and not just investment management.




                                                             Understanding Investment Services
                                                                                         4
Prior to any objective quantitative or qualitative investment analysis, it is essential to understand the philosophical distinctions and methodology amongst
plan investment providers. The two primary investment delivery approaches are: Asset Manager and; Asset Gatherer.

Asset managers are primarily focused on offering their own proprietary funds. These are investments that they manage – from the hiring of the
investment manager to the focus, direction, and security selection of the fund. Asset managers may offer plan sponsors a limited number of non-
proprietary funds (investments not managed by that particular provider); however, their focus is delivering their own investment management expertise.

Asset gatherers are focused on delivering a multi-manager investment approach, with funds that are primarily managed by firms other than themselves.
Two primary types of funds managed by outside investment managers are retail mutual funds and sub-advised accounts. A sub-advised fund is a
proprietary, private-labeled investment (offered by one particular provider) managed by an outside individual or firm, typically with proven expertise.

The table below illustrates the types of equity fund investment management services that are offered in today’s 401(k) marketplace:


                                                     Retail                  Institutional                         Sub-Advised
                            Proprietary                                                                   Outside Money Manager with
                                                 Mutual Funds      Only Available to Qualified Plans
                                                                                                        Expertise in a Specific Asset Class
                         Non-Proprietary



Some 401(k) providers offer several of the above fund types. Below is an example of two funds with identical investment objectives, both managed by the
same mutual fund company. One is a retail fund and therefore also available to individual investors. The other is a sub-advised account, available only to
(institutional) investors, and (in this example), only to plan sponsors who have chosen Manulife as their 401(k) investment provider:


                     MFS Munder Net Fund                                           Internet Technology Fund
                          - Retail mutual account                                         - Sub-advised account
                          - Managed by Munder Capital                                     - Managed by Munder Capital
                          - Aggressive growth objective                                   - Aggressive growth objective
                          - Available to customers of Manulife                            - Available to customers of Manulife
                          - Available to individual investors                             - Not available to individual investors




                                                                             5
                                       Combining Delivery Systems: The End User Product
Once the distinctions between bundled/unbundled and asset manager/asset gatherer are understood, the table below illustrates the available 401(k)
product delivery systems for your organization:


                                                       Asset Gatherer                        Asset Manager
                            Bundled             All services delivered by one        All plan components, including
                                                 organization, with multiple     investment management, delivered by
                                                    investment managers                      one organization

                          Unbundled          Plan services delivered by a TPA,   Plan services delivered by a TPA with
                                                  with multiple investment         one investment provider, primary
                                             managers under one investment         emphasis on one investment fund
                                                         provider                               family




                                                                         6
Vendors For Your Consideration
There are hundreds of providers offering 401(k) services and investments. Only a select few have demonstrated clear and consistent recordkeeping and
technology expertise and superior investment offerings. Fewer still are the 401(k) providers that focus on delivering products and services to firms your
size. Below are the finalists who demonstrate the highest quality services and investments, at the most competitive total plan costs.

                           Merrill Lynch       Principal Financial   Fidelity Advisor     Cigna/Prudential          Vanguard            Mass Mutual
Yrs in 401(k) Business          21                     23                  21                    19                     22                   24

Full Service Plans in
each market (1)
-Fewer than 100 ee’s          15,866                22,165                7,344                3,841                   716                  NA
-100-999                      5,315                 3,238                 4,045                1,617                   975                  NA
-1,000 to 4,999                154                   206                                                               353                  NA
                                                                           947                  294
-5,000 or more ee’s             48                    21                                                                99                  NA
                                                                           345                   39
Total Participants in
                            2.6 million             2 million          9,100,000              823,950               2.5 million           700,000
Full Service Plans

Total 401(k) Plan
Customers at Year
End

End of 2003                   21,383                25,630               12,681                2,458                  2,143                4,500
End of 2002                   20,840                26,479               12,556                2,773                  2,126                4,500
End of 2001                   17,855                25,993               12,048                2,437                  2,065                4,400
Converted in 2003             4,257                   NA                   NA                    95                     97                  366

Assets in Full Service
Plans
Internally Managed         $29.3 billion          $30.9 billion       $11.4 billion          $9.1 billion          $93.9 billion            NA
Externally Managed         $49.2 billion          $10.8 billion       $ 9.2 billion          $10 billion           $51.1 billion            NA

Total Assets               $78.5 billion          $41.8 billion       $20.6 billion         $19.1 billion          $145 billion         $28.3 billion
Average Client                  7                      14                   7                    10                     5                    7
Relationship (Years)

Participant Reps Avg.           2                      4                    2                     2                     5.4                  6
Years of Service

Relationship Mgrs.              7                      8                    5                    12                     9                    7
Avg. Yrs. of Service

Number of ERISA                 6                      6                   20                     6                     11                   7
Attorney
    (1) According to CFO Magazine 2004 Guide to 401k Providers, Merrill Lynch provides “full services” to more than 21,000 plans. This includes
        a large number where recordkeeping is provided by BYSIS. PlanSponsor reports Merrill provides “recordkeeping to 1,940 plans as of 7/2004”


                                                                             7
Plan Service Highlights
                                              Merrill Lynch         Principal Financial         Fidelity Advisor           Cigna/Prudential            Vanguard              Mass Mutual
 Balanced Funds                                     No                                                                                                                            
 Risk tolerance questionnaire                                                                                                                                                  
                                                                       LifeTime Funds
 Asset allocation funds                       Goal Manager                                    Fidelity Freedom Funds           GoalMaker              LifeStrategy           Called Journey
                                                                    and Russell LifePoints
 Asset allocation customized based                                                                      No                         No                      No              Cruise Control ($0
                                                                             
 on plan sponsor fund selection                                                                                                                                                   cost)
 Lifetime funds                                                                                                                                                               
 Multi-Manager asst allocation funds                  No              Russell LifePoints               No                         No                      No                      No
 Internet based investment advice                                                                                                                                             
                                            Merrill Lynch Advice                                                                                                           Morningstar Clear
  Firm providing services                                              Ibbotson Assoc.       Fidelity Portfolio Planner     Financial Engines       Financial Engines
                                                   Access                                                                                                                        Future
   Additional cost if employer paid               Included                  NA                          $0                         $0               $3,000 (one time)              $0
   Additional cost if employee paid                   $0             .50% assets-varied                 $0                         $25                     $0              $25 per participant
   Integrated and pre-populated
                                                                                                                                                        
   (between provider and investment                                                                                                                                                
   advice provider)
   Acceptance of fiduciary liability for
                                                                                                                                                                                
   investment advice
 Hard copy customized asst. alloc.                                                                                                                       
 Retirement accumulation project.                                                                                                                                             
 Financial planning software                                                                                                                                                  
 Investment re-balancing                                                                                                                                                      
 Automatic investment re-balancing                                                                                                                                            
 One touch loan processing                                                                                                                                                    
 Employee report timing                           10 days                  7 days                     10 days                    10 days                15 days                 15 days
   Color Investment allocation graphics                                                                                                                                       
   Personalized investment return                                                                                                                                                
   Custom messaging                                                                                                                                                           
   Newsletters                                                                                                                                                                
   Allocation by money type and source                                                                                                                                        
   YTD contributions                                                                                                                                                          
   Detailed transaction listings                                                                                                                                              
   Available in Spanish                                                                                                                                                       
   Vesting printed on employee
                                                                                                                                                                               
   statement
   Sent to participant’s home                                                                                                                                                 
   On demand employee reports                                                                                                                                                 
   Standard employee report frequency            Quarterly                Quarterly                  Quarterly                  Quarterly               Quarterly               Quarterly
 Voice response phone system                                                                                                                                                  
   Available in Spanish                                                                                                                                                       
   Availability                                    24/7                     24/7                       24/7                       24/7                    24/7                    24/7
 Live customer service                                                                                                                                                        
                                                                                                                          7:30 am – 8 pm (CST),   7:30 am – 8 pm (CST),
                                           7 a.m. – 9 pm CT M-F    8 am – 8 pm (EST), M-F     8 am – 8:30 pm all time                                                     8 am – 8 pm (EST),
  Availability                                                                                                                     M-F                     M-F
                                             8 am – 5 pm Sat.         9 am – 3 pm, Sat                zones                                                                      M-F
 Paperless Enrollment                                                                                                                                                         
 Data Submission Requirements                    Internet                Internet                     Internet              VRS, IFT, Internet       VRS, Internet           Internet (TRS)
 Plan Contribution Submission                  Wire or ACH             Check or ACH                 Wire or ACH             ACH, Wire,Check         ACH, Wire,Check       Check, wire, or online
 Flexibility To Accommodate Other
                                                    No                                                                                                                         No
 Formats and Systems
 Local and national enrollment assis.               No                                                                           No                      No                      Yes
 Local compliance assistance                        No                      No                          No                         No                      No                      
                                                                   Spokane, Washington or    Westlake,Tx. Marborough,                                                        Springfield,
 Recordkeeping Location                      Bloomington, Mn.                                                                Dubuque, Iowa            Malvern, Pa.
                                                                      Des Moines, Iowa       Mass, Covington, KY,                                                           Massachusetts
 Recordkeeping System                      Owned (Custom OMNI)            Owned                 FPRS (proprietary)               Owned               Owned (VISTA)         Owned (REFLEX)
                                                                                                8
Investment Program Analysis
Choosing 401(k) providers based on the available investments is a difficult task. The schedule below examines the total number of funds offered and available to plan
sponsors, the names of the fund manager or family, the different types of funds, and approaches to combined investment portfolios that offer balances between
conservative, moderate and aggressive investing.
                                             Merrill Lynch                    Principal Financial                  Fidelity Advisor              Cigna/Prudential                         Vanguard
Product                                        Advantage                      Investor & Access                   Advisor Premium              Full Service Product               Vanguard Advantage
Total Number of Funds                             58                          Approximately 109                  120 in core offering                  70+                              130+
Number of Funds That Plan                                                      New Customers:
                                                    19                                                                       20                           20                                  20
Sponsor Can Offer                                                              Guaranteed + 20
                                                                                                                 Generally a 70-30              Generally a 70-30                   Generally a 70-30
                                          Traditional Acct. &
Fund Requirement                                                         Guaranteed/Stable Value                 proprietary to non-            proprietary to non-                 proprietary to non-
                                             Money Mkt.
                                                                                                                   proprietary mix                proprietary mix                     proprietary mix
Type of Guaranteed                                                      Fixed Account with 2-5
Account                                           None                  year maturities-floating one                        None            Guaranteed Interest Fund                        None
                                                                        year window
Stable Value Account                                                      Yes, at $3 million in total
                                                   Yes                                                                      Yes                          Yes                                 Yes
                                                                                plan assets
Money Market Account                               Yes                              Yes                                     Yes                          Yes                                 Yes
Fund Types

- Proprietary Institutional                       Yes                                  Yes                                  Yes                           Yes                                  Yes
- Sub-Advised                                     No                                   Yes                                   No                           Yes                                  Yes
- Non-Proprietary Retail                          No                                   Yes                                  Yes                           Yes                                  Yes
- Non-Prop. Institutional                         Yes                                   No                                  Yes                            No                                   No
Money Managers                           American Washington             Principal, AIM, American Funds,             Fidelity, Dreyfus,         AIM, Alliance Bernstein,       ABN AMRO/Montag & Caldwell,
                                      Mutual, Eaton Vance, Fidelity      Fidelity Advisor, Frank Russell,         Evergreen, Blackrock,                                        American Century, Artisan,
                                                                                                                                              American Century, Calvert,
                                        Adv, Hotchkiss & Wiley,             INVESCO, MFS, Putnam,                Federated, Janus, AIM,                                        Brinson Partners, BlackRock,
                                      Lord Abbett, MFS, Franklin,                                                                           Cohen & Steers, Davis, Fidelity,
                                                                          Neuberger Berman, Citizens,             Credit Suisse, Alliance                                      Calvert, Credit Suisse, Davis
                                      Goldman Sachs, JP Morgan,                                                                             Franklin, Goldman Sachs, Harri,
                                                                                American Century                Bernstein, GAM, Gartmore,     Janus, Lord Abbett, Morgan       Funds, Dreyfus, Evergreen,
                                      PIMCO, Columbia, Dreyfus,                                                   Liberty Acorn, Loomis                                        Federated, Lord Abbott, Mainstay,
                                        Scudder Dreman, Smith                                                                                Stanley, Oppenheimer, State
                                                                                                                 Sayles, Nations Marisco,
                                                Barney                                                                                        Street, T. Rowe, Templeton,
                                                                                                                 Neuberger Berman, One               Turner, Victory
                                                                                                                 Group, RS, State Street,
                                                                                                                Van Kampen, Wells Fargo
Index Funds                                 4 Index Funds                 S&P 500, S&P 400, S&P                     3 Index Funds                  3 Index Funds                  Bond Index, S&P 500,
                                                                          600, Total Stock Market                                                                                    MidCap Index,
                                                                                                                                                                                    Small Cap Index
Balanced Funds                             4 balanced funds                    2 balanced funds                   4 balanced funds               5 balanced funds                    4 balanced funds
Asset Allocation Funds                                                                                            2 Asset Allocation                                             Asset Allocation Funds
                                            Goal Manager                  2 Asset Allocation Funds                                           5 Asset Allocation funds
                                                                                                                       funds
Lifetime Funds                                      NA                      6 Lifetime Portfolios                 13 Lifetime funds              13 Lifetime funds                    6 Lifetime funds
Manager of Managers
Funds
                                                   N/A                      5 Russell LifePoints                            N/A                          N/A                                 N/A
All the above information is subject to change at anytime. Product offerings are at the sole discretion of each provider.




                                                                                                            9
Investment Program Analysis
Choosing 401(k) providers based on the available investments is a difficult task. The schedule below examines the total number of funds offered and available to plan
sponsors, the names of the fund manager or family, the different types of funds, and approaches to combined investment portfolios that offer balances between
conservative, moderate and aggressive investing.
                                                      Mass Mutual
        Product                                         RMAP
        Total Number of Funds                      Approximately 69
        Number of Funds That Plan
                                                             26
        Sponsor Can Offer
        Fund Requirement                               Guaranteed
        Type of Guaranteed
                                                         Portfolio
        Account
        Stable Value Account                                No
        Money Market Account                                Yes
        Fund Types
        - Proprietary Retail                                Yes
        - Proprietary Institutional                         Yes
        - Sub-Advised                                       Yes
        - Non-Proprietary Retail                            Yes
        - Non-Prop. Institutional                           Yes
        Money Managers                                David L. Babson,
                                                  Oppenheimer, American
                                                   Century, MFS, Janus,
                                                Fidelity, Davis, Harris, MAS,
                                                 T. Rowe Price, Waddell &
                                                    Reed, Stewart Ivory,
                                                 Wellington, AIM, Alliance,
                                                      Navellier, PIMCO
        Index Funds                             S&P 500, Value index,
                                                 Growth Index, OTC
        Balanced Funds                             3 balanced funds
        Asset Allocation Funds                     4 Journey Series
                                                       Portfolios
        Lifetime Funds                         Destination Retirement
        Manager of Managers
                                                            N/A
        Funds
All the above information is subject to change at anytime. Product offerings are at the sole discretion of each provider.




                                                                                                          10
 Administration-Based Fees
 The following matrix compares the administration-based fee schedules of the vendors. Costs are based on the latest proposal submitted, and are subject
 to change by the plan provider at any time. In most instances, some or all of the costs below may be paid for by plan participants as part of the overall
 investment-related fees, or by being deducted directly from investment return.
 Plan Assumptions 2 Plans, approx. 748 participating employees, $39,000,000 in total plan assets (including loan balances)
                        Merrill Lynch           Principal Financial      Fidelity Advisor           Prudential/Cigna                                                     Vanguard
 Delivery                                                 Bundled                                 Bundled                 Bundled                  Bundled                Bundled
 Third-Party Administrator                                  NA                                      NA                      NA                       NA                     NA
 Plan Design and
                                                              $0                                      $0                     $0                      $0                      $0
 Implementation Services
 Annual Admin
 - Base
 - Per Participant                                 $12 per participant                        None/Waived             None/Waived            None/Waived            $33 per participant
                                                   = $6520 (1.7 bps)                                                                                                =$23,100 (5.9 bps)
                                                                                     $750 Employer (waived)                                  $120 per participant
 -Self Directed Brokerage
                                                      $125/Account                   $75 per participant +      $14.95 for up to the first   plus                   $1,500/employer
 Acct.                                                                                                          1,000 shares plus $.015      Fees/commissions on    $20 per order
                                                                                     $25 per trade (ee)
                                                                                     Plus .25% asset fee        for each add. share          trading done in the    (stocks) $25 (bonds)
                                                                                                                (Online) see attd schedule   brokerage account
 Estimated Annual Direct Costs                      $6,520 (1.7 bps)                               None                    None                       None            $23,100 (6 bps)
 Miscellaneous Fees
 -Trustee Services                                       Included                             Included                 Included                   Included                Included
 - Distributions                                           $25                                Included                 Included                   Included                Included
 - Hardship Withdrawals                                  Included                                $0                    Included                   Included                Included
 - Loan Setup (First Year Only)                            $50                                   $40            $150 per loan-1 time only           $25                     $40
 - Loan Administration                                     $50                            $10.50 per quarter              None                      None                    $25
 - QDROs                                                 $50 each                             Included                 Included                   $30 each                $50 each

 - Documents:
   - Basic Prototype                                      Included                              Included                  Included                 Included               Included
   - Custom                                                                                       $700
 - Plan Amendments                                        Included                              Included         Non Standard- Included            Included               Included
                                                                                              Custom $300
 - Annual Document Subscription                               NA                                   NA                       NA                       NA                      NA
 Fee
 - Annual Deferral Reconciliation                  $250/hr term calcs                            NA                          NA                      NA                      NA
 - Mid-Yr Deferral Test                                Included                        Included in Fees Above             Included                Included                Included
 - Statements to Home                                  Included                        Included in Fees Above             Included                Included                Included
 - 5500 Completion                                     Included                        Included in Fees Above             Included                Included                Included
 - Summary Annual Report                               Included                        Included in Fees Above             Included                Included                Included
 - SPD Wording                                         Included                        Included in Fees Above                                     Included                Included
 - SPD Booklets                                        Included                        Included in Fees Above           Included                  Included                Included
 - IRS Filing Fee (Optional)                          Paid to IRS                            Paid to IRS               Paid to IRS               Paid to IRS             Paid to IRS
 - Tiered Allocation                                      NA                                  Included                  Available                 Included                Included
 - Additional Takeover Fees                               NA                                     N/A                      N/A                        NA                      NA
1.   Fees and services are subject to change at any time. See proposal for actual pricing.
2.   Final pricing, services, and contractual provisions are at the sole discretion of each plan provider.




                                                                                                                     11
 Administration-Based Fees
 The following matrix compares the administration-based fee schedules of the vendors. Costs are based on the latest proposal submitted, and are subject
 to change by the plan provider at any time. In most instances, some or all of the costs below may be paid for by plan participants as part of the overall
 investment-related fees, or by being deducted directly from investment return.
 Plan Assumptions 2 Plans, approx. 748 participating employees, $39,000,000 in total plan assets (including loan balances)
                                                              Mass Mutual
 Delivery                                                         Bundled
 Third-Party Administrator                                          NA
 Plan Design and Implementation
                                                                      $0
 Services
 Annual Admin
 - Base                                                               $0
 - Per Participant
                                                         $1500 Trustee Fee
 -Self Directed Brokerage
                                                         $100 Per participant

 Estimated Annual Costs                                               $0
 Miscellaneous Fees
 -Trustee Services                                                NA
 -Distributions                                           $40 per distribution
 -Installments Payment setup                              $100 one time only
 -Annuity Setup                                           $175 one time only
 - Hardship Withdrawals                                   $40 per distribution
 - Loan Setup                                                 $50 Elect.
                                                             $100 Paper
 - Loan Administration                                            $0
 - QDROs                                                         $40
 - Documents:
    - Basic Prototype                                               N/A
    - Regional Prototype                                            N/A
    - Custom                                                        N/A
 - Plan Amendments                                                  N/A
 - Annual Document Subscription Fee                               Included
 - Annual Deferral Reconciliation                                 Included
 - Mid-Yr Deferral Test                                           Included
 - Statements to Home                                             Included
 - 5500 Completion                                                Included
 - Summary Annual Report                                          Included
 - SPD Wording                                                    Included
 - SPD Booklets                                                   Included
 - IRS Filing Fee (Optional)                                        N/A
 - Tiered Allocation                                                N/A
 - Additional Takeover Fees                                         N/A
3.   Fees and services are subject to change at any time. See proposal for actual pricing.
4.   Final pricing, services, and contractual provisions are at the sole discretion of each plan provider.


                                                                                                             12
Investment-Based Fees

                          Merrill Lynch    Principal Financial Group           Fidelity Advisor         Cigna/Prudential              Vanguard
Contract                   Incumbent            FIA Contract                Full Service Product      MidMarket Full Svs          Standard Services
Contract Termination
Participant Fee                                                                                    .45% netted from Guar. Acct.
INVESTMENT CONTRACT COST - IF ANY, APPLIED TO ALL FUNDS
                             0.02%                  0.00%                          0.00%                     0.00%                     0.06%

EXPENSE ANALYSIS OF PROPRIETARY MANAGED DOMESTIC STOCK FUNDS
Avg. Expense                 1.38%                  0.98%                          0.89%                       NA                      0.45%

  Total Cost                 1.40%                  0.98%                          0.89%                       NA                      0.51%

EXPENSE ANALYSIS OF PROPRIETARY SUB-ADVISED DOMESTIC STOCK FUNDS
Avg. Expense                  NA                    1.13%                            NA                      1.11%                       NA

  Total Cost                  NA                    1.13%                            NA                      1.11%                       NA


EXPENSE ANALYSIS OF NON-PROPRIETARY MANAGED DOMESTIC STOCK FUNDS (Retail Mutual Funds)
Avg. Expense                 1.33%                  1.26%                          1.38%                     1.16%                     1.34%

  Total Cost                 1.35%                  1.26%                          1.38%                     1.16%                     1.40%


EXPENSE ANALYSIS OF ASSET ALLOCATION FUNDS
Avg. Expense                 1.07%                  1.07%                          0.82%                     1.03%                     0.23%

  Total Cost                 1.09%                  1.07%                          0.82%                     1.03%                     0.29%


EXPENSE ANALYSIS OF INDEX STOCK FUNDS
Avg. Expense                 0.36%                  0.41%                          0.26%                     0.31%                     0.26%

  Total Cost                 0.38%                  0.41%                          0.26%                     0.31%                     0.32%




                                                                       13
Investment-Based Fees
                                                 Mass Mutual

Contract                                           RMAP
Contract Termination                               None
Participant Fee                                    None
INVESTMENT CONTRACT COST - IF ANY, APPLIED TO ALL FUNDS
                                                    0%

EXPENSE ANALYSIS OF PROPRIETARY MANAGED DOMESTIC STOCK FUNDS
Avg. Expense                                        .77%

  Total Cost                                        .77%


EXPENSE ANALYSIS OF PROPRIETARY SUB-ADVISED DOMESTIC STOCK FUNDS
Avg. Expense                                        .97%

  Total Cost                                        .97%


EXPENSE ANALYSIS OF NON-PROPRIETARY MANAGED DOMESTIC STOCK FUNDS (Retail Mutual Funds)
Avg. Expense                                       1.13%

  Total Cost                                       1.13%


EXPENSE ANALYSIS OF ASSET ALLOCATION FUNDS
Avg. Expense                                        .95%

  Total Cost                                        .95%


EXPENSE ANALYSIS OF INDEX STOCK FUNDS
Avg. Expense                                       0.61%

  Total Cost                                       0.61%



                                                               14
Investment Program Analysis
Merrill Lynch

               Value                                 Blend                                      Growth
American Washington Mutual Investors    Calvert Social Investment Equity                   ABN AMRO Growth
   Eaton Vance Large Cap Value              Davis New York Venture                       American Century Ultra
   Fidelity Advisor Equity Income      Eaton Vance Tax Managed Growth               American Growth Fund of America
                                                                                                                        Large
 Hotchkis & Wiley Large Cap Value       Federated Capital Appreciation                   Franklin Capital Growth
        Lord Abbett Affilated                   Thornburg Value                     Oppenheimer Capital Appreciation
             MFS Value                     Victory Diverse Fed Stock                 Smith Barney Large Cap Growth
       Franklin Managed Trust                ABN AMRO Mid Cap                           AIM Capital Development
  Goldman Sachs Mid Cap Value              AIM Mid Cap Core Equity                        Alger Mid Cap Growth
  Hotchkis & Wiley Mid Cap Value               Ariel Appreciation                            Delaware Trend
     JP Morgan Mid Cap Value                   Davis Opportunity                       Evergreen Mid Cap Growth         Medium
     Lord Abbett Mid Cap Value          TCW Galileo Value Opportunity                      Federated Kaufman
      PIMCO PEA Renaissance                  Victory Special Value                       Goldman Sachs Growth

     Columbia Small Cap Value              Munder Small Cap Value                 Evergreen Select Special Equity
  Dreyfus Premier Small Cap Value      Oppenheimer Main Street Small Cap             Fidelity Advisor Small Cap
      Evergreen Special Value                 Pioneer Small Cap                   JP Morgan Dynamic Small Cap
  Goldman Sachs Small Cap Value             Safeco Small Cap Value              Salomon Brothers Small Cap Growth       Small
  Scudder Dreman Small Cap Value              State Street Aurora                 State Street Research Emerging
   Smith Barney Small Cap Value                                                                Growth
                                                                                 Managers Special Equity Growth

      Specialty             Managed Portfolios     World/Foreign Equity                    Cash                        Hybrid    Income
                                                    American Capital World
                                                    AIM International Growth
                                                       American Century
                                                      International Growth
                                                   Oppenheimer International
                                                   American New Perspective
                                                       MFS Global Equity
                                                   PIMCO RMC International
                                                        Growth Equity A
                                                      Oppenheimer Global
                                                       Templeton Growth
                                                        Templeton World




                                                                               15
Principal Financial Group

                  Value                                Blend                                         Growth
             AIM Basic Value                     AIM Premier Equity                             AIM Constellation
    American Fund Fundamental Inv.        Frank Russell Diversified Equity                 American Century Growth
    Am. Funds investment Co. of Am.      Frank Russell Quantitative Equity                  American Century Select
     Am. Funds Washington Mutual               INVESCO Core Equity                           American Century Ultra
              Citizens Value                 MFS Capital Opportunities               American Funds Growth Fund of Am.
       Fidelity Adv. Equity Income           Neuberger Berman Focus                           Citizens Core Growth
      Frank Russell Equity Income                 Putnam Research                          Fidelity Adv. Equity Growth
       Frank Russell Select Value            Principal Large Cap Index                    Frank Russell Select Growth
          INVESCO Core Equity               Principal Total Market Index               MFS Massachusetts Inv. Growth         Large
           MFS Strategic Value          Principal Partners Large Cap Blend                 Putnam New Opportunities
                MFS Value               Principal Partners Large Cap Blend I                     Putnam Voyager
          Putnam Equity Income              Vanguard Growth & Income                   Principal Large Company Growth
     Principal Large Company Value                                                   Principal Partners Large Cap Growth
   Principal Partners Large Cap Value                                               Principal Partners Large Cap Growth I
         Vanguard Equity Income                                                     Principal Partners Large Cap Growth II
            Vanguard Windsor                                                               Vanguard Morgan Growth
                                                                                              Vanguard US Growth
       American Century Equity             Frank Russell Special Growth                      AIM Aggressive Growth
        American Century Value           Principal Medium Company Blend                    American Century Heritage
   Principal Medium Company Value             Principal Mid Cap Index                        American Century Vista
   Principal Partners Mid Cap Value      Principal Partners Mid Cap Blend                     Fidelity Adv. Mid Cap
            Strong Multi Cap                   Fidelity Adv Mid Cap I                         INVESCO Dynamics               Medium
                                            Strong Adv Common Stock                             INVESCO Leisure
                                                Strong Opportunity                            MFS Mid-Cap Growth
                                                                                      Principal Medium Company Growth
                                                                                      Principal Partners Mid Cap Growth
                                                                                                 Strong Discovery
       Am. Cent. Small Cap Value          Principal Small Company Blend                      AIM Small Cap Growth
    Principal Small Company Value            Principal Small Cap Index                       Fidelity Adv. Small Cap
   Principal Partners Small Cap Value      T. Rowe Price New Horizons                     INVESCO Small Co. Growth
      Fidelity Adv Value Strategies I                                                   Neuberger Berman Millennium
                                                                                       Principal Small Company Growth        Small
                                                                                    Principal Partners Small Cap Growth I
                                                                                    Principal Partners Small Cap Growth II
                                                                                               Vanguard Explorer



                                                                               16
Investment Program Analysis

Principal Financial Group (cont’d)

         Specialty                              Managed Portfolios                         World/Foreign Equity                     Cash                     Hybrid
    Frank Russell RE Secs.                      5 Russell LifePoints funds                     AIM Intl Core Equity         Principal Guaranteed     Am. Funds Am. Balanced
   Putnam Utilities Grw & Inc                   6 Principal LifeTime funds                   Am. Century Intl Growth       Principal Money Market        MFS Total Return
     Principal Real Estate                                                                    Am. Funds EuroPacific         Principal Stable Value   Principal Bond Emphasis
     Vanguard Healthcare                                                                      Am. Funds New Persp                                    Principal Stock Emphasis
   T. Rowe Price Sc & Tech                                                                    Citizens Global Equity
    T. Rowe Price New Era                                                                   Fidelity Adv. Global Equity
                                                                                           Fidelity Advisor Overseas I
                                                                                           Frank Russell Emerg. Mkts.
                                                                                             Frank Russell Int’l Secs.
                                                                                           MFS Emerging Mkts. Equity
                                                                                             Neuberger Berman Intl.
                                                                                                Putnam Intl Growth
                                                                                                 Putnam Global A
                                                                                             Principal Int. Emer Mkts.
                                                                                             Principal International II
                                                                                              Principal Int. Small Co.
                                                                                           Principal International Stock
                                                                                                 Strong Overseas
                                                                                           T. Rowe Price International
                                                                                            T. Rowe Price Euro Stock
                                                                                               Vanguard Intl Growth
                                                                                                Vanguard Intl Value

All funds, availability, investment styles, costs, etc. subject to change and cannot be guaranteed.




                                                                                                               17
Investment Program Analysis
FIDELITY ADVISOR

                Value                                  Blend                                Growth
            AIM Basic Value                     Domini Social Equity                    AIM Constellation
   Credit Suisse Large Cap Value               Dreyfus S&P 500 Index             Fidelity Advisor Equity Growth
      Evergreen Capital Growth               Federated Max-Cap Index               Fidelity Advisor Large Cap
   Fidelity Advisor Cyclical Industry        Fidelity Advisor Consumer           Fidelity Advisor Dynamic Cap
    Fidelity Advisor Equity Income       Fidelity Advisor Dividend Growth       Nations Marisco Focused Equity     Large
                                          Fidelity Advisor Grow & Income       Nations Marisco Growth & Income
                                        Fidelity Advisor Growth Opportunity     Van Kampen Emerging Growth
                                          Fidelity Advisor Strategic Growth

  Fidelity Advisor Leverage Company       Dreyfus Premier Midcap Stock              AIM Aggressive Growth
   Fidelity Advisor Mid Cap Strategy        Federated Mid-Cap Index                   Federated Kaufmann
           Liberty Select Value              Fidelity Advisor Mid Cap               Fidelity Advisor Mid Cap
 State Street Research Mid Cap Value               Liberty Acorn              Fidelity Advisor Aggressive Growth
                                                                                 Gartmore Millennium Growth
                                                                                Janus Adviser Mid Cap Growth       Medium
                                                                                Neuberger Berman Manhattan
                                                                                 One Group Mid Cap Growth
                                                                                      RS Emerging Growth
                                                                               Van Kampen Aggressive Growth

   Credit Suisse Small Cap Value            Federated Mini-Cap Index                AIM Small Cap Growth
  Dreyfus Premier Small Cap Value           Fidelity Advisor Small Cap                Evergreen Growth
    Evergreen Small Cap Value             Gartmore Value Opportunities              RS Diversified Growth
    One Group Small Cap Value            Loomis Sayles Small Cap Value               RS Emerging Growth
                                                                                                                   Small
                                           Neuberger Berman Fasciano                RS Smaller Company
                                                    RS Partners
                                          Van Kampen Small Cap Value




                                                                              18
Investment Program Analysis
FIDELITY ADVISOR (continued)

       Specialty                       Managed Portfolios                    World/Foreign Equity                  Cash                  Hybrid                       Income
   Focus Biotechnology                     Freedom Income                      Diversified International         Prime Fund     Fidelity Advisor Balanced         Em. Mkts Income
Focus Consumer Industries                   Freedom 2010                            Emerging Asia               Treasury Fund          AIM Balanced         Floating Rate High Income
 Focus Cyclical Industries                  Freedom 2020                         Europe Capital Appr                              Alliance Bernstein Bal            High Income
 Focus Developing Comm                      Freedom 2030                             Global Equity                              Janus Advisor Balanced       High Income Advantage
    Focus Electronics                       Freedom 2040                      Int’l Capital Appreciation                                                     Inflation Protected Bond
     Focus Fin Srvs                     State Street Research                  International Small Cap                                                           Intermediate Bond
    Focus Health Care                       Asset Allocation                          Japan Fund                                                             Investment Grade Bond
 Focus Natural Resources               Wells Fargo Outlook 2010                      Korean Fund                                                                    High Income
    Focus Technology                   Wells Fargo Outlook 2020                  Latin American Fund                                                            Short Fixed Income
 Focus Telecom & Utilities             Wells Fargo Outlook 2030                     Overseas Fund                                                                 Strategic Income
                                       Wells Fargo Outlook 2040               Dreyfus Premier WW Gr                                                            Blackrock Core Bond
                                                                             Evergreen Global Leaders                                                          Blackrock GNMA Inv
                                                                                Evergreen Int’l Equity                                                       Federated Limited Term
                                                                                Federated Int’l Sm Co                                                       Janus Adviser Flex Income
                                                                                   GAM International                                                        Loomis Sayles Bond Fund
                                                                                  Janus Adviser Int’l I                                                     Dreyfus Premier Core Bond
                                                                             Janus Adviser Worldwide I                                                            Federated Bond
                                                                                One Group Int’l Equity                                                             Fidelity Advisor
                                                                                                                                                                  Government Inv
                                                                                                                                                            Fidelity Advisor Mort Secs
                                                                                                                                                                  One Group Bond

All funds, availability, investment styles, costs, etc. subject to change and cannot be guaranteed.




                                                                                                           19
Investment Program Analysis
CIGNA

                   Value                                 Blend                                   Growth
Large Cap Value-Wellington                     Large Cap Blend- Invesco               American Century Ultra Adv.
Large Cap Value-Barrow Hanley                            S&P 500                      Large Cap Growth/Dresdner
Large Cap Value-John Levin                     Calvert Social Investment           Large Cap Growth/Goldman Sachs
Large Cap Value- LSV                               Invesco Core Equity             Large Cap Growth/Morgan Stanley
Alliance Growth & Income A                    T. Rowe Price Blue Chip (R)              Fidelity Adv. Equity Growth
                                                                                                                         Large
Davis NY Venture A                                Victory Diversified (A)                  Janus Adv Growth
Fidelity Adv. Equity Income                Waddell & Reed Adv. Accumulative A      Oppenheimer Capital Appreciation A
Lord Abbett Affiliated P
T. Rowe Price Equity Income (R)

     Mid Cap Value- Wellington                 Fidelity Adv. Value Strategies            Mid Cap Growth- Artisan
   American Century Equity Income I           Morgan Stanley Inst. Fund Trust                AIM Constellation
                                                  Strong Opportunity Adv.               American Century Heritage
                                                                                                                         Medium
                                                                                            Invesco Dynamics
                                                                                         Turner Mid Cap Growth

        Small Cap Value/ Berger                     Small Cap Blend/WHV              Small Cap Growth/Granahan
        Franklin Balance Sheet A                                                    Small Cap Growth/Times Square
     Strong Adv Small Cap Value A                                                     AIM Small Cap Growth A             Small
                                                                                       Invesco Small Company
                                                                                      W&R Small Cap Growth Y

     Specialty            Managed Portfolios              World/Foreign                 Cash                        Hybrid                 Income
                                                               Equity
Cohen & Steers Equity      Balanced I- Wellington       Global Value/Morgan         Guaranteed             Retirement Goal Income          Core Bond
       Income                 Alliance Balanced                Stanley                                      Retirement Goal 2010     Government Securities
 Invesco Technology       Balanced-Dresdner RCM           Templeton Growth                                  Retirement Goal 2020    High Yield Bond-Caywood
                          Balanced-Morgan Stanley      Global Growth/Marvin &                               Retirement Goal 2030    Times Square High Grade
                            Janus Adv Balanced                  Palmer                                      Retirement Goal 2040              Bond
                                                        Janus Adv Worldwide                                  CIGNA Lifetime 20      Times Square Short Term
                                                         Oppenheimer Global                                  CIGNA Lifetime 30
                                                     International Blend-Bank of                             CIGNA Lifetime 40
                                                                Ireland                                      CIGNA Lifetime 50
                                                        International Growth-                                CIGNA Lifetime 60
                                                               Putnam
                                                          American Century
                                                         International Growth


                                                                                   20
Investment Program Analysis
Vanguard Group

              Value                              Blend                              Growth
        Vanguard Windsor II                Vanguard 500 Index                 Vanguard Morgan Growth
        Vanguard Equity Inc.            Vanguard Dividend Growth               AIM Large Cap Growth
        Vanguard US Value                 Vanguard Growth & Inc                   AIM Weingarten
 American Century Income & Growth           AIM Premier Equity           AllianceBernstein Premier Growth
      Davis New York Venture          American Century Equity Growth          American Century Growth
                                                                               American Century Ultra
        Lord Abbett Affiliated           Columbia Common Stock
                                                                              Mainstay All Cap Growth
       Mainslay All Cap Value                 Gabelli Growth              MFS Massachusetts Inv Growth
  Neuberger Berman Partners Trust         INVESCO Core Equity                          Stock
     Oppenheimer Quest Value           MFS Massachusetts Investors       Oppenheimer Capital Appreciation
                                                                                                              Large
The Putnam Find for Growth & Income           MFS Research                      Oppenheimer Growth
          SAFECO Equity                                                    Provident Invesment Counsel
    T. Rowe Price Equity Income                                                       Growth
       Van Kampen Comstock                                                   Putnam New Opportunities
                                                                                  Putnam Voyager
                                                                                  Scudder Growth
                                                                          Van Kampen Emerging Growth

  Hotchkis and Wiley Mid Cap Value          Vanguard MidCap Index              Vanguard Mid Cap Growth
    Vanguard Capital Value Fund            Vanguard Strategic Equity            Vanguard Cap Opport Inv.
      Vanguard Selected Value         AllianceBernstein Mid Cap Growth           AIM Aggressive Growth
                                           Columbia Mid Cap Value                   AIM Constellation
                                                Gabelli Asset                          Baron Asset
                                                Mainstay MAP              BlackRock Small Cap Growth Equity
                                         Rainer Small/Mid Cap Equity        Credit Suisse Emerging Growth
                                                                                                              Medium
                                                                                  Federated Kaufmann
                                                                             Franklin Small/Mid Cap Growth
                                                                                  INVESCO Dynamics
                                                                                 MSIFT Mid Cap Growth
                                                                             T. Rowe Price Mid Cap Growth
                                                                                 Turner Mid Cap Growth

      Turner Small Cap Value          Vanguard Small Cap Index Fund               Vanguard Explorer
                                                                                                              Small




                                                                         21
Investment Program Analysis
Vanguard Group (cont’d)

     Specialty       Managed Portfolios          World/Foreign Equity                  Cash        Hybrid         Income
                         Vanguard Target          Vanguard International            Stable Value             Vanguard Retirement
                    Retirement Lifecycle Funds         Explorer Fund                                            Savings Fund
                           (Six options)          Vanguard International                                    Vanguard Total Bond Mkt
                    Vanguard Asset Allocation             Growth                                                    Index
                          Vanguard Star                VG Inter. Value                                      Vanguard Wellesley Inc.
                                                  Vanguard Global Eqty                                      Vanguard Int Term Bond
                                                 William Blair International                                 Vanguard Int Term US
                                                        Growth Fund                                                 Govt.
                                                                                                              Vanguard ST Bond
                                                                                                             Vanguard Short Govt.




                                                                               22
Investment Program Analysis
Mass Mutual

              Value                                               Blend                                            Growth
    MM Core Value Equity (Babson)                     American Century Equity Growth                         MFS Emerging Growth
      MM Value Equity (Fidelity)                            MM Indexed Equity                              DLB Core Growth (Babson)
      Oppenheimer Quest Value                         T. Rowe Price Spectrum Growth                    DLB Enhanced Index Core (Babson)
    Oppenheimer Quest Value Opp.                         Oppenheimer Total Return                      American Century Growth Investors
        DLB Value (Babson)                           Oppenheimer Main Street Gr. & Inc.                      American Century Ultra
     MM Large Cap Value (Davis)                      Oppenheimer Capital Appreciation                         Oppenheimer Growth
                                                                                                                                                Large
  DLB Enhanced IndexValue (Babson)                                                                          MM Growth Equity (MFS)
                                                                                                         MM Aggressive Growth (Janus)
                                                                                                                 MM OTC 100
                                                                                                       DLB Enhanced Index Grow (Babson)


    MM Focused Value (Harris Ass.)                                                                            Oppenheimer Enterprise
                                                                                                            MM Mid Cap Growth (T. Rowe)
                                                                                                            Oppenheimer Mid Cap Growth          Medium
                                                                                                             MM Mid Cap Growth (MAS)

     DLB Small Cap Value (Babson)                      MM Small Cap Equity (Babson)                      T. Rowe Price New Horizons
                                                       DLB Small Co. Opport. (Babson)                      Oppenheimer Discovery
                                                                                                      MM Small Cap Gr. (JPM/Wad&Reed)           Small
                                                                                                      MM Emerging Growth (RS Investment)


        Specialty                 Managed Portfolios                World/Foreign Equity                      Cash                           Hybrid                     Income
                                  MM Conservative Journey            MM Int. Equity (Oppen)             MM Money Mkt (Babson)          MM Balanced (Babson)       MM Gov. Money Market
                                   MM Moderate Journey              MM Overseas (Am. Cent)                                              JCC Balanced (Janus)     MM STerm Bond (Babson)
                                   MM Aggressive Journey             DLB Int (Stewart Ivory)                                          Oppenheimer Quest Bal Va   MM Core Bond (Babson)
                                    MM Ultra Aggressive               Oppenheimer Global                                                                          MM Div. Bond (Babson)
                                         Journey                     Oppen Global Gr. & Inc.                                                                     Oppen. Strategic Income
                                                                                                                                                                  Oppenheimer High Yield

Foundation Contract funds shown. All funds, availability, investment styles, costs, etc. subject to change and cannot be guaranteed




                                                                                                       23
                                         Notes Regarding Final Plan Pricing and Product Offerings


1. The pricing models in this proposal presented by 401(k) Advisors have been taken directly from written material prepared by each
   provider.

2. The plan providers presented in this proposal prohibit 401(k) Advisors (and all other outside entities) from authorizing and/or
   guaranteeing final contractual pricing or services presented in this proposal.

3. Final pricing, services, and contractual provisions are at the sole discretion of each plan provider.

4. Upon acceptance of the proposal by the plan sponsor, 401(k) Advisors will make every reasonable effort to secure pricing and services
   that are identical to those presented in this proposal.

5. In the event that final plan pricing is not acceptable, the plan sponsor will be under no contractual obligation to choose that particular
   provider’s products and services, and therefore is free to choose proposals, products, and services offered by other plan providers.

6. Factors that impact final plan pricing include, but are not limited to:

       a. Differences between the number of total, eligible, or participating employees assumed in this proposal, and the actual number;
       b. Differences between the annual recurring plan contributions and/or plan assets assumed in this proposal, and actual plan
          contributions;
       c. Differences between the underlying menu of investment options used for pricing purposes and the actual investment options
          chosen by the plan sponsor; and
       d. Additional plan services not included and quoted in this proposal.

7. The specific timing and execution of investment deletions and additions with the same plan provider, and/or any new plan provider (as a
   result of a plan conversion), are at the discretion and control of the plan provider.

8. Once hired (through retainer agreement and/or broker of record letter) by the plan sponsor, 401(k) Advisors has a fiduciary interest in
   protecting the financial interests of the plan sponsor (as they relate to this particular qualified retirement plan), and acting as the broker,
   agent, and consultant of the plan sponsor. Hence, the plan sponsor is the customer of 401(k) Advisors, and as such, 401(k) Advisors
   has a vested interested in securing exceptionally competitive product, service, and pricing options for the plan sponsor, as well as
   securing the most timely, accurate, and efficient transition with respect to investment additions, deletions, and plan provider conversions.



                                                                         24
Defined Contribution Provider Graveyard
  Firm Name                                                    Action                                      Successor Provider            Year
  Wyatt (Daily Valuation)                                      Sold to                                     State Street                  1996
  Benefit Concepts, Inc.                                       Sold to                                     USI Insurance Services        1996
  Wells Fargo Masterworks                                      Sold to                                     Barclays                      1996
  Mercer                                                       Sold to                                     ADP                           1997
  Buck Consultants                                             Sold to                                     Mellon Bank                   1997
  Coopers & Lybrand/Kwasha                                     Merged with                                 Price Waterhouse              1998
  Barclays ( DC Business)                                      Outsourced Recordkeeping to                 Merrill Lynch                 1998
  Howard Johnson                                               Sold to                                     Merrill Lynch                 1998
  Wyatt (Balance Forward)                                      Sold to                                     First Data Investor Service   1999
  First Data Investor Service                                  Sold to                                     PNC Bank Corp                 1999
  Williams, Thatcher & Rand, NY (Balance Forward)              Sold to                                     USI Insurance Services        1999
  Benefits Advisors of New England (Balance Forward & Daily)   Sold to                                     USI Insurance Services        1999
  Bankers Trust                                                Sold to                                     Metropolitan Life             1999
  Nations Bank                                                 Exited The Business                                                       1999
  Chase Manhattan                                              Exited The Business                                                       1999
  Huntington Bank                                              Exited The Business                                                       2000
  Merrill Lynch (Small Market)                                 Outsourced Recordkeeping to                 Bisys                         2000
  Prudential (Small Market)                                    Outsourced Recordkeeping to                 Bisys                         2000
  Strong (Small Market)                                        Outsourced Recordkeeping to                 Universal Pensions            2000
  T. Rowe Price (Small Market)                                 Outsourced Recordkeeping to                 Trustar                       2000
  Wachovia                                                     Sold to                                     First Union                   2001
  Wachovia                                                     Outsourced Recordkeeping to                 INVESCO                       2001
  John Hancock Financial Services                              Sold to                                     Universal Pensions            2001
  Allmerica Financial                                          Sold to                                     Minnesota Life                2001
  Fleet                                                        Outsourced Recordkeeping to                 INVESCO                       2001
  AON                                                          Sold to                                     INVESCO                       2001
  Morgan Stanley Dean Witter                                   Outsourced Recordkeeping to                 ADP                           2001
  LaSalle National Bank                                        Outsourced Recordkeeping to                 Chicago Title & Trust         2001
  Universal Pensions                                           Sold to                                     Bisys                         2001
  PaineWebber                                                  Outsourced Recordkeeping to                 MFS                           2001
  Metropolitan Life Insurance (MET Life)                       Outsourced Large Plans                      Hewitt Associates             2001
  Nippon Life Insurance Company of America                     Exited the Business                                                       2002
  American Skandia                                             Exited the Business                                                       2002
  SunTrust                                                     Exited the Business                                                       2002
  Key                                                          Sold to                                     The Principal Group           2002
  Trustar Retirement Services                                  Exited the Business                                                       2002
  State Street Research & Management                           Exited the Business                                                       2002
  Guardian Life                                                Exited the Business                                                       2002
  Emplanet                                                     Exited the Business                                                       2002
  Bank of New York                                             Exiting the Business                        PFPC                          2002
  National City                                                Outsourced                                  Hewitt Associates             2002
  Provident Mutual Life                                        Merging                                     Nationwide Financial          2002
  AMG                                                          Purchased                                   Lincoln Financial             2002
  Spectrum Banking                                             Outsourcing                                 Bisys                         2002
  Mercantile Bank                                              Outsourcing                                 Bisys                         2002
  US Bank                                                      Outsourcing                                 Universal Pensions            2000
  American Century 401(k) Division                             Sold to                                     JP Morgan                     2003
  GE Asset Management                                          Outsourced Recordkeeping to                 Bisys                         2003
  Great West Life                                              Two employee salary decreases in 6 months                                 2003
  Northern Trust Division                                      Sold to                                     Hewitt                        2003
  Pan American Life                                            Closed most sales offices                                                 2003
  Prudential Securities                                        Sold to                                     Wachovia                      2003
  Scudder                                                      Outsourced Recordkeeping to                 ADP                           2003




                                                                     25
401(k) Provider Overview
                                                 Asset     Asset
    Provider Name         Bundled   Unbundled   Manager   Gatherer   Marketplace          Product Challenge
    ADP                                                               S, M, L      Recordkeeping, Technology, Funds
    American Funds                                                    S, M      Recordkeeping, Technology, Asset Mgr.
    AUL                                                                  S                Technology, Funds
    Charles Schwab                                                    M, L        Recordkeeping, Technology, Fees
    CIGNA                                                               L            Large Focus, Local Service
    Citistreet                                                           L                    Large Focus
    Delaware                                                           S, M               Market Penetration
    Diversified                                                          L                    Large Focus
    Fidelity Advisor                                                  S, M, L          Flexibility, Asset Manager
    Great West                                                        S, M        Recordkeeping, Technology, Focus
    Hartford                                                            S              Recordkeeping, Funds
    Hewitt                                                               L                    Large Focus
    ING/Aetna                                                         S, M             Recordkeeping, Service
    INVESCO                                                              L             Large & Asset Mgr Focus
    Lincoln National                                                  S, M       Recordkeeping, Technology, Service
    Manulife Financial                                                 S, M
    Mass Mutual                                                       M, L
    Merrill Lynch                                                     S, M, L           Recordkeeping, Technology
    MetLife                                                           M, L      Recordkeeping, Technology, Large Focus
    MFS                                                              S, M, L                  Asset Manager
    Mutual of Omaha                                                      S                   Market Penetration
    Nationwide                                                         S, M      Distribution, Recordkeeping, Technology
    New York Life                                                        L                      Large Focus
    Pan American                                                         S                   Market Penetration
    Principal Financial                                             S, M, L
    Prudential                                                         M, L                  Large Focus
    Putnam                                                             M, L       Performance, Customer Satisfaction
    Scudder/Kemper                                                     S, M            Record, Asset Mgr Focus
    Standard                                                             S                Market Penetration
    T. Rowe Price                                                      M, L      Recordkeeping, Technology, Asset Mgr.
    Transamerica                                                       S, M           Recordkeeping, Technology
    Vanguard                                                             L           Large Focus & Asset Manager
    Wells Fargo                                                          L                   Large Focus




                                                          26
PLANSPONSOR, 2004 DC Survey                                         ($5 m to $50 m Mkt.)


 Participant Services                              Top Rated or Commended
                                  Merrill Lynch      Principal Financial Group   Fidelity Advisor
  Communication Materials

  Participant Education

  Clarity of Statements
                                                                
  Accuracy of Reporting
                                                                
  Timeliness of Reporting

  Loan/Withdrawal
  Turnaround
  Participant Internet Services
                                                                                      
  Participant Call Center

  Range of Investment
  Options
  Retiree Services




                                                     27
PLANSPONSOR, 2004 DC Survey

 Sponsor Services                       Top Rated or Commended

                              Merrill Lynch   Principal Financial Group   Fidelity Advisor
  Sponsor Internet Services
                                                                                
  Reporting
                                                                                
  Compliance

  Fairness of Fees

  Fee Disclosure

  Account Rep Expertise
                                                        
  Responsiveness
                                                         
  Legislation/Regulation
  Updates                                                




                                              28
PLANSPONSOR, 2004 DC Survey                                        ($5 m to $50 m Mkt.)


 Participant Services                                 Top Rated or Commended
                                  Cigna/Prudential           Vanguard          Mass Mutual
  Communication Materials
                                                               
  Participant Education

  Clarity of Statements

  Accuracy of Reporting
                                          
  Timeliness of Reporting

  Loan/Withdrawal
  Turnaround
  Participant Internet Services
                                                                                  
  Participant Call Center
                                                               
  Range of Investment
  Options
  Retiree Services



                                                        29
PLANSPONSOR, 2004 DC Survey

 Sponsor Services                         Top Rated or Commended

                              Cigna/Prudential        Vanguard      Mass Mutual
  Sponsor Internet Services

  Reporting

  Compliance
                                                        
  Fairness of Fees
                                                        
  Fee Disclosure
                                                        
  Account Rep Expertise

  Responsiveness

  Legislation/Regulation
  Updates                                                




                                                 30
PLANSPONSOR, 2004 DC Survey

Merrill Lynch- Notable comments from Survey Results
“Merrill Lynch continues to impress at the micro end of the
 market (Micro plans (less than $5 million in DC assets) and larger end of the market
 with an impressive 26 Best in Class awards, but seems to struggle with
 small plans ($5 million-$49 million)”

(Micro)

   “some grumbling about the quality of information coming from call centers
    and inaccuracies with 5500‟s and discrimination tests”

(Small)

   “Good service in everything except participant education”
   “respondent asked Merrill to „not assume everyone has a good understanding
    of investing concepts”

(Mid)

   Respondents uniformly gave Merrill high marks for participant services, although
    there were some call-center gripes.



                                           31
 PLANSPONSOR, 2004 DC Survey


Principal Financial Group- Notable comments from Survey Results
“Response levels for Principal are up 40% and Best in Class award designations, 19
in total, have more than doubled in both the micro and small plan levels.”

(Micro- less than $5 million in DC assets)

   “Internet services, in particular, were lauded for being “hassle free” and user friendly.
    New business has been handled well, Principal service reps have been very attentive
    in their efforts before, during and after the plan transition.

(Small- $5 million-$49 million)

   “My rep is extremely knowledgeable, courteous and very quick to resond to questions”

(Mid- $50 million -$199 million)

   “I am very impressed with the services provided”




                                                 32
   PLANSPONSOR, 2004 DC Survey


Fidelity- Notable comments from Survey Results

“Competence is the order of the day here, across every single market category”

(Micro- less than $5 million in DC assets)

   “Fidelity is always improving service to participants”
   “Fidelity needs to decide if it really wants the under $3 million plan”


(Small- $5 million-$49 million)

   “Awesome”


(Mid- $50 million -$199 million)

   “Their serviceis technologically advanced, providing very good access to a wide
    range of information and administrative services”




                                                  33
      PLANSPONSOR, 2004 DC Survey

Prudential/Cigna - Notable comments from Survey Results
“Prudential wins 24 Best in Class awards, and the categories in which it excels give an
indication of the impact that the takeover of CIGNA‟s retirement business has had”
.

(Small- $5 million-$49 million)

     “Easier access to account reps”
     “My number one complaint is difficulty in using the automated phone system”
     “Quick to respond to any shortcomings
     “Prompt and thorough”
  

(Mid- $50 million -$199 million)

   “Responsiveness and quick turnaround in answering queries”


(Large- $200 million >)

   “Prudential never says no”
   “First tries to deliver what is requested and only says no to impossible requests”

                                                34
     PLANSPONSOR, 2004 DC Survey

Vanguard- Notable comments from Survey Results
“Wins 14 Best in Class awards, and like its fees, clients comments are tended to be lean
and terse: Service often described as “Overall very good” and areas in need for improvement
as “nothing.”

(Micro- less than $5 million in DC assets)

 “Problem include fiscal year end reporting and timeliness of statements”

(Small- $5 million-$49 million)

 “Most reviews were simply „very good‟ or „excellent‟ ”
 “Larger companies take longer to respond to problems, and Vanguard is no exception”

(Mid- $50 million -$199 million)

 “The recordkeepoing services are excellent and the reps are very well informed
  about upcoming regulations”

 “The education program seems to remain the same year after year”

(Large- $200 million >)

 “Consistently accurate information”
                                               35
     PLANSPONSOR, 2004 DC Survey
Mass Mutual- Notable comments from Survey Results
“Mass Mutual‟s growing presence in the DC world is echoed here, with enough responses
in three client categories tro qualify for ratings”

(Micro- less than $5 million in DC assets)

 “Fees are always a mystery to me”


(Small- $5 million-$49 million)

   “Mass Mutual provides the highest quality of service I‟ve experienced in my career
    as a plan sponsor”

   “In less than a year, I‟ve had the pleasure of working with a fifth account manager”


(Mid- $50 million -$199 million)

   “Excellent Web site and quick processing of info to participants”




                                                36
Merrill Lynch



           Communications Seal


    2004    Defined Contribution Plan Participant Statement
    2001    Millennium Retirement Plan Statement
            How bright will your future be?
    2000    Priority Client Statement
    1999    CMA Brokerage Statement


           Service Award


    2000    Annuity Service Award
    1999    Annuity Service Award
    1998    Annuity Service Award
    1997    Annuity Service Award




                                                              37
Principal Financial



            Communications Seal


     2004    Defined Contribution Plan Participant Statement
             Defined Benefit Plan Participant Statement
             Variable Annuity Statement
             Mutual Fund Quarterly Statement
     2003    Retirement Plan Statement
     2002    Participant Web site
     2001    Investment Performance Results Brochure
             Retirement Plan Statement
     2000    Retirement Plan Statement




                                                               38
Fidelity


            Crystal Pyramid


     2004    Excellent in Financial Professionals' Opinion of Mutual Fund Regional Firm Channel
     1999    Financial Professional Opinion of Mutual Fund Market Leaders
               Excellence in General Opinion
               BANK STUDY

             Bank Manager Opinion of Mid-Size Variable Annuity Companies
               Excellence in Investment Management
               BANK STUDY

             Trust Officers Opinion of Investment Management Companies
               Excellence in Marketing Support
               BANK STUDY



            Communications Seal


     2003    Fidelity.com/annuities
     2001    Correspondent Brokerage Statement


            Service Award


     1999    Financial Intermediary Service Award
     1998    Mutual Fund Service Award
             Financial Intermediary Service Award
     1997    Financial Intermediary Service Award
     1992    Mutual Fund Service Award
     1991    Mutual Fund Service Award
     1990    Mutual Fund Service Award




            Key Honors

                                                                  39
Prudential



           Communications Seal


    2005     Defined Benefit Plan Participant Statement
             Total Retirement Statement
             Defined Contribution Plan Participant Statement
    2004     Defined Contribution Plan Participant Statement     (Won as CIGNA Retirement & Investment Services but was acquired by Prudential Financial effective
             4/1/04)
             Defined Benefit Plan Participant Statement   (Won as CIGNA Retirement & Investment Services but was acquired by Prudential Financial effective 4/1/04)

    2003     Reitirement and Investment Services Defined Contribution Statement                 (Won as CIGNA Retirement & Investment Services but was acquired by
             Prudential Financial effective 4/1/04)
             Retirement and Investment Services Defined Benefit Statement              (Won as CIGNA Retirement & Investment Services but was acquired by Prudential
             Financial effective 4/1/04)
    2001     Prudential.com
    2000     Check Statements
             Whole Life Value Statement
    1999     Billing Statements


           Service Award


    2003     Annuity Service Award
    2002     Annuity Service Award
    2001     Annuity Service Award
    1999     Annuity Service Award


           Key Honors


    2002     Mutual Fund Key Honors Recipient
    2000     Annuity Key Honors Recipient




                                                                         40
Vanguard



           Crystal Pyramid


    2001    #1 in General Opinion of Financial Professionals
              Distibutor Priced Mutual Fund Firms
              FINANCIAL PROFESSIONAL PROGRAM




                                                               41
MassMutual


           Crystal Pyramid


    2003    Excellent in Financial Professionals' Opinion of Mid-Size Variable Annuity Firms


           Communications Seal


    2004    Defined Contribution Plan Participant Statement
            Defined Benefit Plan Participant Statement
            Taft-Hartley Plan Participant Statemet
    2003    Defined Contribution Statement
            Defined Benefit Statement
            Taft Hartley Statement
            Total Retirement Statement
            Panorama Premier Variable Annuities Quarterly Statement
            Panorama Passage Variable Annuity Quarterly Statement
            Transitions Variable Annuities Statement
            Evolution Variable Annuity Statement
    2002    MassMutual Retirement Services Journey DC Participant Web site.
            Panorama Passage Quarterly Statement
            Panorama Premier Quarterly Statement
            MassMutual Annuities Transitions Quarterly Statement
            MassMutual Annuities Transitions Transaction Confirmation
    2001    Panorama Passage Quarterly Statement
            Panorama Premier Quarterly Statement
    2000    Total Retirement Statement
            Defined Benefit & Cash Balance Statement
    1999    Panorama Premier Quarterly Statement
            Panorama Passage Quarterly Statement
            Statement Plus 401(K) Statement




                                                                  42

				
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