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                                                                   EXHIBIT 10.14





                                WESTERNSAVE PLAN
                           (Effective April 1, 1994)
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                               TABLE OF CONTENTS


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                                                        ARTICLE 1
                                            ESTABLISHMENT AND PURPOSE OF PLAN

              . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              1

                                                        ARTICLE 2
                                                       DEFINITIONS

2.1          Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              1
2.2          Gender and Number . . . . .  . . . . . . . . . . . . . . . . . . . . . . . . .              7

                                                        ARTICLE 3
                                                      PARTICIPATION

3.1          Participation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              8
3.2          Termination of Participation . . . . . . . . . . . . . . . . . . . . . . . . .              8
3.3          Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              8
3.4          Cessation of Eligible Status . . . . . . . . . . . . . . . . . . . . . . . . .              9

                                                        ARTICLE 4
                                                  EMPLOYEE CONTRIBUTIONS

4.1          Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . .              9
4.2          Dates of Election  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              9

                                                        ARTICLE 5
                                                  EMPLOYER CONTRIBUTIONS

5.1          Employer Matching Contributions  . . . . . . . . . . . . . . . . . . . . . . .             10
5.2          Discretionary Employer Contributions . . . . . . . . . . . . . . . . . . . . .             10
5.3          Allocation of Annual Employer
               Contributions and Forfeitures  . . . . . . . . . . . . . . . . . . . . . . .             11
5.4          Restoration of Forfeited Amounts
              Upon Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             11
5.5          Rollover Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . .             12

                                                        ARTICLE 6
                                                       LIMITATIONS

6.1          Limitations on Annual Account Additions  . . . . . . . . . . . . . . . . . . .             13
6.2          Maximum Amount of Before-Tax Deposits  . . . . . . . . . . . . . . . . . . . .             15
6.3          Actual Deferral Percentage Tests . . . . . . . . . . . . . . . . . . . . . . .             16
6.4          Adjustment to Actual Deferral Percentage Tests . . . . . . . . . . . . . . . .             18
6.5          Maximum Contribution Percentage  . . . . . . . . . . . . . . . . . . . . . . .             20
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                                      (i)
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6.6          Adjustment For Excessive Contribution
               Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             21
6.7          Limit on Total Contribution of Employer;
               Precluding Excess Allocations  . . . . . . . . . . . . . . . . . . . . . . .             23

                                                        ARTICLE 7
                                              CREDITING OF CONTRIBUTIONS AND
                                               DEPOSITS TO INVESTMENT FUNDS

7.1          Investment of Participant Accounts . . . . . . . . . . . . . . . . . . . . . .             23
7.2          Participant's Choice of Investments  . . . . . . . . . . . . . . . . . . . . .             24
7.3          Change of Prior Investments  . . . . . . . . . . . . . . . . . . . . . . . . .             24

                                                        ARTICLE 8
                                                         ACCOUNTS

8.1          Separate Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             24
8.2          Valuation of Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . .             25
8.3          Determination of Fund Performance  . . . . . . . . . . . . . . . . . . . . . .             25
8.4          Voting of Western Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . .             25

                                                        ARTICLE 9
                                              WITHDRAWALS DURING EMPLOYMENT

9.1          After-Tax Deposit Account Withdrawals  . . . . . . . . . . . . . . . . . . . .             25
9.2          Withdrawals After Age 59 1/2 . . . . . . . . . . . . . . . . . . . . . . . . .             26
9.3          Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             26
9.4          Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             28

                                                        ARTICLE 10
                                                      DISTRIBUTIONS

10.1         Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             30
10.2         Death  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             30
10.3         Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             30
10.4         Other Termination of Employment  . . . . . . . . . . . . . . . . . . . . . . .             30
10.5         Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . .             31
10.6         Timing of Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . .             31
10.7         Manner of Benefit Distribution . . . . . . . . . . . . . . . . . . . . . . . .             32
10.8         Manner of Distribution and Timing of
               Death Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             34
10.9         Limitation on Benefits and Distributions . . . . . . . . . . . . . . . . . . .             34
10.10        Distributions Payable to Incompetents  . . . . . . . . . . . . . . . . . . . .             34
10.11        Distribution of Before-Tax Deposits  . . . . . . . . . . . . . . . . . . . . .             35

                                                        ARTICLE 11
                                                     NONASSIGNABILITY

              . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             35
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                                      (ii)
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                                                        ARTICLE 12
                                                     TRUST AGREEMENT

              . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             36

                                                        ARTICLE 13
                                              MANAGEMENT AND ADMINISTRATION

13.1         Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             36
13.2         Claims Review Procedure  . . . . . . . . . . . . . . . . . . . . . . . . . . .             36
13.3         Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             37
13.4         Expenses of Administration . . . . . . . . . . . . . . . . . . . . . . . . . .             37

                                                        ARTICLE 14
                                               COMPANY AND EMPLOYER RIGHTS

14.1         Company's Interest in Trust  . . . . . . . . . . . . . . . . . . . . . . . . .             37
14.2         Inspection of Records  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             38
14.3         Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             38
14.4         Employment Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             38
14.5         Company and Employer Liability . . . . . . . . . . . . . . . . . . . . . . . .             38

                                                        ARTICLE 15
                                                 PARTICIPATING EMPLOYERS

15.1         Adoption By Other Employers  . . . . . . . . . . . . . . . . . . . . . . . . .             38
15.2         Requirements of Participating Employers  . . . . . . . . . . . . . . . . . . .             39
15.3         Designation of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             40
15.4         Employee Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             40
15.5         Participating Employer's Contribution  . . . . . . . . . . . . . . . . . . . .             40
15.6         Discontinuance of Participation  . . . . . . . . . . . . . . . . . . . . . . .             40
15.7         Administrator's Authority  . . . . . . . . . . . . . . . . . . . . . . . . . .             41
15.8         Participating Employer Contribution
               For Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             41

                                                        ARTICLE 16
                                                CONDITION OF QUALIFICATION

              . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             41

                                                  ARTICLE 17 TERMINATION

17.1         Event of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             42
17.2         Effect of Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . .             42

                                                        ARTICLE 18
                                          TRANSFERS, MERGERS AND CONSOLIDATIONS

              . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             42
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                                     (iii)
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                                                        ARTICLE 19
                                                        SUCCESSORS
              . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             43

                                                        ARTICLE 20
                                               INTERPRETATION OF AGREEMENT

20.1         Interpretation of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . .             43
20.2         Forms  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             43
20.3         Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             43

                                                        APPENDIX I
                                                   TOP-HEAVY PROVISIONS

              . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             44
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                                      (iv)
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                                WESTERNSAVE PLAN


                                   ARTICLE 1
                       ESTABLISHMENT AND PURPOSE OF PLAN


         Effective  as  of  April  1,  1994,  Western  National Corporation, a
Delaware Corporation (the "Company"), adopts the WesternSave Plan in
recognition of the contribution made to its successful operation by its
employees and for the exclusive benefit of its eligible employees.

         The Plan is intended to meet the requirements of the Internal Revenue
Code of 1986 (the "Code"), and the Employee Retirement Income Security Act of
1974 ("ERISA"), as both may be amended from time to time.

         Except as otherwise noted below, this Plan, made and entered on this
23rd day of March, 1994, shall be effective as of April 1, 1994.  The provisions
of the Plan, as set forth herein, shall apply only to Participants who terminate
employment on or after April 1, 1994.


                                   ARTICLE 2
                                  DEFINITIONS

         2.1     DEFINITIONS.  Wherever used in the Plan, the following terms
shall have the meanings set forth below unless the context clearly indicates
otherwise:

                 (a)      ACCOUNT:  The bookkeeping account established and
maintained by the Administrator for each Participant with respect to his
interest in the Trust.

                 (b)      ADMINISTRATOR:  The Administrator of the Plan is the
Company.

                 (c)      AFFILIATE:  Any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; any organization (whether or not incorporated) which is a member of
an affiliated service group (as defined in Code Section 414(m)) which includes
the Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).





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<PAGE>   7
                 (d)      BOARD:  The Board of Directors of the Company.

                 (e)      BREAK-IN-SERVICE:  A Break-In-Service means a
12-month period during which a Participant performs no services for the
Employer.

                 (f)      COMPENSATION:  The amount of compensation actually
paid to the Participant by the Employer which is reportable on the
Participant's IRS Form W-2, excluding payments for group term life insurance,
moving expenses, tuition expenses and automobile expenses.  Compensation shall
include before-tax deposits and any salary reduction contributions made on
behalf of a Participant under a plan which qualifies under Code Section 401(k)
and/or Code Section 125.  Notwithstanding the foregoing, Compensation shall not
include (a) any payments made pursuant to an insurance agent or agency
contract, or (b) any insurance commissions for personal production.
Compensation shall not include any amounts in excess of $200,000, as adjusted
pursuant to Subsections 415(b)(1)(A) and 415(d)(l) of the Code.

                          In applying this limitation, the family group of a
Highly Compensated Participant who is subject to the Family Member aggregation
rules of Code Section 414(q)(6) because such Participant is either a "five
percent owner" of the Employer or one of the ten (10) Highly Compensated
Participants paid the greatest "415 Compensation" during the year, shall be
treated as a single Participant, except for this purpose, family members shall
include only the affected Participant's spouse and any lineal descendants who
have not attained age nineteen (19) before the close of the year.  If, as a
result of the application of such rules the adjusted $200,000 limitation is
exceeded, then the limitation shall be prorated among affected Family Members
in proportion to each such Family Member's Compensation prior to the
application of this limitation.

                 (g)      COMPANY:  Western National Corporation, a Delaware
corporation.

                 (h)      CREDITED SERVICE:  Credited Service means a
Participant's years of employment with the Employer.  For purposes of
calculating Credited Service, years of employment with Western National
Corporation, any Affiliate thereof, and any entity which is 40% or at any time
was owned by or a 40% owner of Western National Corporation shall be
recognized.  A Participant's period of employment by an Employer is measured
from the date a Participant first completes an Hour of Service, and
anniversaries of that date, to the date of a Participant's termination of
employment for any reason; provided, however, if a Participant who





                                       2
<PAGE>   8
has a termination of employment resumes employment with an Employer prior to
having a Break-In-Service, such termination of employment shall be disregarded
and his employment shall be treated as continuous through the date he resumes
his employment.  In calculating a Participant's Credited Service, all periods
of employment with the Employer shall be considered, except service performed
prior to 5 consecutive 1-year Breaks-In-Service unless the Participant is
reemployed and the prior service is reinstated in accordance with Section 3.3.
For purposes of the Section, an Hour of Service shall mean:

                          (1)     Each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for an Employer. These hours
shall be credited to the Employee for the computation period in which the
duties are performed,

                          (2)     Each hour for which an Employee is paid, or
entitled to payment, by an Employer on account of a period of time during which
no duties are performed (irrespective of whether the employment relationship is
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military leave or leave of absence.  No more
than 501 hours shall be credited under this subsection for any single
continuous period of absence (whether or not such period occurs in a single
computation period),

                          (3)     Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by an Employer.  The same
shall not be credited both under paragraph (1) or (2), as the case may be, and
under this paragraph (3).  These hours shall be credited to the Employee for
the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is
made,

                          (4)     Solely for purposes of determining whether an
Employee has a Break-In-Service under Section 2.1(e), each hour, based on the
number of hours per week that the Employee would have normally worked, or a pro
rata portion thereof, during which an Employee is absent from work (i) by
reason of the pregnancy of the Employee, (ii) by reason of the birth of a child
of the Employee, (iii) by reason of the placement of a child with the Employee,
or (iv) due to the caring of a child during the period immediately after the
birth, placement or adoption of the child by the Employee.  Not more than 501
Hours-of-Service shall be credited to any Employee under this paragraph for any
one occurrence.  Such hours shall be credited to the computation period during
which the event occurs to the extent necessary to prevent a Break-In-Service,





                                       3
<PAGE>   9
and to the extent not so necessary, to the next following computation period,
and

                          (5)     Each hour, other than hours credited under
paragraphs (1), (2), (3) and (4), during any customary period of work, based on
a forty-hour week or pro rata portion thereof, during which the employee is
laid off, is on an Employer approved leave of absence or sick or disability
leave, or is on jury or military duty.

                          (6)     The provisions of Department of Labor
regulations 2530.2006(b) and (c) are incorporated by reference.

                 (i)      EMPLOYEE:  Any person who is employed by the Company,
and any person who is employed by any Participating Employer, excluding any
independent contractor and excluding any individual who is included within a
unit of employees covered by a collective bargaining agreement for whom
retirement benefits were the subject of good faith bargaining, unless the
collective bargaining agreement provides for said individual's participation in
this Plan.  Any leased employee employed by the Company and any leased employee
employed by any Participating Employers shall be treated as an Employee;
provided, however, that for purposes of this Plan, benefits provided by the
leasing organization which are attributable to services performed for the
Employer shall be treated as provided by the Employer and shall reduce the
benefits provided for such leased employee under this Plan.  A "leased
employee" means any person who is not an employee of the Employer, and provides
services to the Employer if (1) such services are provided pursuant to an
agreement between the Employer and any other person (the "leasing
organization"),  (2) such person has performed such services for the Employer
(or for the Employer and related persons determined in accordance with Section
414(n) of the Code) on a substantially full-time basis for a period of at least
one year, and (3) such services are of a type historically performed in the
business field of the Employer, by employees. However, a leased employee shall
not be treated as an Employee if (1) such leased employee is included in a plan
which is maintained by the leasing organization which meets the following
requirements, (i) a money purchase pension plan with a nonintegrated employer
contribution rate for each participant of at least ten percent contribution,
(ii) immediate participation, and (iii) full and immediate vesting, and (2)
leased employees do not constitute more than twenty percent of the Employer's
non-highly compensated work force.  "Non-highly compensated work force" shall
be determined in accordance with Section 414(n) of the Code.





                                       4
<PAGE>   10
                 (j)      EMPLOYER:  The Company and such Participating
Employers as have adopted the Plan with the consent of the Board.

                 (k)      FORMER PARTICIPANT:  A person who has been a
Participant, but who has ceased to be a Participant for any reason.

                 (1)      HIGHLY COMPENSATED PARTICIPANT:  Means an individual
described in Section 414(q) of the Code and the Regulations thereunder, and
generally means an Employee who performed services for the Employer during the
determination year and is in one or more of the following groups:

                          (1)     Employees who at any time during the
determination year or look-back year were five percent owners of the Employer.
Five percent owner means any person who owns (or is considered as owning within
the meaning of the Code Section 318) more than five percent of the outstanding
stock of the Employer or stock possessing more than five percent of the total
combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than five percent of the
capital or profits interest in the Employer.  In determining percentage
ownership hereunder, employers that would otherwise be aggregated under Code
Sections 414(b), (c), (m) and (o) should be treated as separate employers.

                          (2)     Employees who received Compensation during
the look-back year from the Employer in excess of $75,000.

                          (3)     Employees who received Compensation during
the look-back year from the Employer in excess of $50,000 and were in the Top
Paid Group of Employees for the Plan Year.

                          (4)     Employees who during the look-back year were
officers of the Employer (as that term is defined within the meaning of the
Regulations under Code Section 416) and received Compensation during the look-
back year from the Employer greater than 50 percent of the limit in effect
under Code Section 415(b)(1)(A) for any such Plan Year.  The number of officers
shall be limited to the lesser of:

                                  (i)      50 employees; or

                                  (ii)     the greater of 3 employees or 10
percent of all employees.

                          For purposes of determining the number of officers,
Employees excluded from the definition of Top Paid Group below shall be
excluded, but such Employees shall still be considered for





                                       5
<PAGE>   11
the purpose of identifying the particular Employees who are officers.  If the
Employer does not have at least one officer whose annual Compensation is in
excess of 50 percent of the Code Section 415(b)(1)(A) limit, then the highest
paid officer of the Employer will be treated as a Highly Compensated Employee.

                          (5)     Employees who are in the group consisting of
the 100 Employees paid the greatest Compensation during the determination year
and are also described in (2)  (3) or (4) above when these paragraphs are
modified to substitute determination year for look-back year.

                          The determination year shall be the Plan Year for
which testing is being performed, and the look-back year shall be the
immediately preceding twelve-month period.

                          The dollar threshold amounts specified in (2) and (3)
above shall be adjusted at such time and in such manner as is provided in
Regulations.  In the case of such an adjustment, the dollar limits which shall
be applied are those for the calendar year in which the determination year or
look-back year begins.

                          Highly Compensated Employee shall include a former
Employee who had a separation year prior to the determination year and was a
Highly Compensated Employee in the year of separation from service or in any
determination year after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Employee only if during the separation year (or year preceding the
separation year) or any year after the Employee attains age 55 (or the last
year ending before the Employee's 55th birthday), the Employee either received
Compensation in excess of $50,000 or was a five percent owner.

                          "Top Paid Group" means the top 20 percent of
employees who performed services for the Employer during the applicable year,
ranked according to the amount of Compensation received from the Employer
during such year.  For the purpose of determining the number of active
Employees in any year, the following Employees shall be excluded; however, such
Employees shall still be considered for the purpose of identifying the
particular Employees in the Top Paid Group:

                                  (i)      Employees with less than six (6)
months of service;

                                  (ii)     Employees who normally work less
than 17 1/2 hours per week;





                                       6
<PAGE>   12
                                  (iii)    Employees who normally work less
than six (6) months during a year; and

                                  (iv)     Employees who have not yet attained
age 21.

                          In addition, if 90 percent or more of the Employees
of the Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification of
particular Employees in the Top Paid Group.

                          The foregoing exclusions set forth in this Section
shall be applied on a uniform and consistent basis for all purposes for which
the Code Section 414(q) definition is applicable.

                 (m)      NON-HIGHLY COMPENSATED PARTICIPANT:  Any Participant
or Former Participant who is neither a Highly Compensated Participant nor
included as a family member with a Highly Compensated Participant for purposes
of Section 414(q)(6)(B) of the Code.

                 (n)      PARTICIPANT:  An Employee who meets the participation
requirements of Section 3.1.

                 (o)      PERMANENT DISABILITY:  A Participant's total and
permanent disability, as determined in accordance with the long term disability
plan applicable to the Participant.  Except to the extent such exclusion
results in prohibited discrimination against non-highly compensated employees,
Permanent Disability shall not be deemed to have occurred if it results from a
Participant's engagement in a criminal activity, habitual drunkenness,
addiction to narcotics, or from an intentionally self-inflicted injury.

                 (p)      PLAN YEAR:  Plan Year means the period beginning on
April 1 and ending on December 31 for the first plan year, which shall
constitute a short Plan Year, and then the twelve month period beginning on
January 1 and ending on December 31.

                 (q)      TRUST:  Shall mean the legal entity created by the
trust agreement between the Company and Trustee, fixing the rights and
liabilities of each with respect to managing and controlling the trust funds
for the purposes of the Plan.





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<PAGE>   13
                 (r)      TRUSTEE:  The individual or individuals, bank or
trust company which at a particular time shall be the trustee under the Trust.

                 (s)      VALUATION DATE:  The last day of each calendar
quarter and such other dates as may be designated by the Administrator in a
uniform and nondiscriminatory manner.

         2.2     GENDER AND NUMBER.  Except as otherwise indicated by the
context, masculine terminology shall include the feminine and the singular
shall include the plural.


                                   ARTICLE 3
                                 PARTICIPATION

         3.1     PARTICIPATION.  Each Employee shall be eligible to become a
Participant in the Plan on the first day of the calendar quarter immediately
following the date he has completed six months of service or on the first day
of any calendar quarter thereafter. Eligible Employees shall become
Participants in the Plan upon the first day of the calendar quarter immediately
following completion of the enrollment application prescribed by the Plan
Administrator.

         3.2     TERMINATION OF PARTICIPATION.  Subject to the provisions of
Section 3.4 hereof an individual shall cease to be a Participant when he
terminates employment with all Employers hereunder.

         3.3     REEMPLOYMENT.  A former Employee's eligibility to participate
in the Plan and the reinstatement of his Credited Service following his
reemployment by the Employer shall be governed by the following rules:

                 (a)      RETURN PRIOR TO 5 CONSECUTIVE BREAKS-IN-SERVICE.  The
former Employee shall resume participation in the Plan and his Credited Service
shall be reinstated immediately upon his reemployment if he was a Participant
in the Plan prior to his departure and he is reemployed by the Employer prior
to incurring 5 consecutive 1-year Breaks-In-Service.  If the former Employee
terminated employment after completing at least six months of service but prior
to becoming a Participant, his Credited Service will be reinstated and he will
become a Participant as of the later of his date of reemployment or the day on
which he would have become a Participant if his employment had not been
terminated as long as he is reemployed prior to incurring 5 consecutive 1-year
Breaks-In-Service.





                                       8
<PAGE>   14
                 (b)      RETURN AFTER 5 CONSECUTIVE BREAKS-IN-SERVICE  If a
former Employee had a nonforfeitable right to all or a portion of his Account
at the time of his termination of employment, his Credited Service will be
reinstated and he shall resume participation in the Plan immediately upon his
reemployment if he is reemployed by the Employer after incurring 5 consecutive
1-year Breaks-In-Service.  If the former Employee did not have a nonforfeitable
right to any portion of his Account at the time of his termination, he shall be
considered a new Employee for all purposes if the number of his consecutive 1-
year Breaks-In-Service equal or exceed the greater of (1) 5 years or (2) the
aggregate number of years of Credited Service before such breaks.  If such
former Participant's years of Credited Service before his termination exceed
the greater of (1) 5 years or (2) the number of consecutive 1-year
Breaks-In-Service after such termination, his Credited Service will be
reinstated and the Participant shall participate immediately. In determining a
former Employee's aggregate number of years of Credited Service before the
consecutive Breaks-In-Service, years of Credited Service disregarded in
accordance with this Section as the result of prior periods of consecutive
Breaks-In-Service shall not be considered.

                          Except as noted above, for participation purposes a
former Employee will be treated as a new Employee, and his prior Credited
Service shall be disregarded upon his reemployment.

         3.4     CESSATION OF ELIGIBLE STATUS.  If any Participant does not
suffer a Break-In-Service but ceases to be an Employee, such Participant shall
not be credited with any Employer contributions or forfeitures for continuous
service during the period in which he ceases to be an eligible Participant;
however, such Participant shall receive credit for vesting purposes for
continuous service during the period in which he is not an eligible
Participant.

                                   ARTICLE 4
                             EMPLOYEE CONTRIBUTIONS

         4.1     EMPLOYEE CONTRIBUTIONS.  Subject to the limitations of Article
6, each Participant may make contributions to the Plan, only by payroll
deduction, in any whole percentage of his Compensation, between zero percent
(0%) and fifteen percent (15%), as he elects.  The first four percent (4%) of
each Participant's Compensation contributed as provided above must be
contributed as before-tax deposits.  The remaining eleven percent (11%) can be
contributed as before-tax deposits or after-tax deposits or a combination
thereof in the Participant's sole discretion.  The before-tax and after-tax
deposits elected by the Participant will be deducted from his Compensation for
each payroll period and shall





                                       9
<PAGE>   15
be paid by the Employer to the Trust within 30 days after the end of the month
in which it is deducted.

         4.2     DATES OF ELECTION.

                 (a)      A Participant may elect to make before-tax deposits
and after-tax deposits, as provided in Section 4.1, by authorizing payroll
deductions at least thirty (30) days prior to the beginning of any calendar
quarter.

                 (b)      A Participant may change his before-tax deposit
percentage or after-tax deposit percentage to any other percentage authorized
under Section 4.1 by giving the Employer notice at least thirty (30) days prior
to the beginning of any calendar quarter.

                 (c)      A Participant may discontinue before-tax deposits
and/or after-tax deposits, as provided by Section 4.1, at any time by giving
the Employer notice at least thirty (30) days prior to the discontinuance.

                                   ARTICLE 5
                             EMPLOYER CONTRIBUTIONS

         5.1     EMPLOYER MATCHING CONTRIBUTIONS.  The Employers shall
contribute to the Plan, in Company stock or in cash to be used to purchase
Company stock, for each Plan Year an amount equal to fifty percent (50%) of the
before-tax deposits of each Participant who is active and contributing to the
Plan pursuant to Section 4.1 on the last day of the Plan Year or who is on an
authorized leave of absence or who terminated employment due to death,
disability, or retirement on or after Normal Retirement Age during the Plan
Year, provided, however, no contribution shall be made with respect to before-
tax deposits in excess of four percent (4%) of such Participant's Compensation
in any Plan Year.  In addition, the Employer may contribute to the Plan for any
Plan Year such additional amount or percentage in cash or Company stock based
on all or a portion of before-tax deposits of each Participant who is active
and contributing to the Plan pursuant to Section 4.1 on the last day of the
Plan Year or who is on an authorized leave of absence or who terminated
employment due to death, disability or retirement on or after Normal Retirement
Age during the Plan Year as the Employer determines in its sole discretion.  In
the event contributions pursuant to this section are made in Company stock, the
number of shares of Company stock to be contributed shall be determined by
using the average price of Company stock for that Plan Year which shall be
determined by averaging the closing prices of Company stock each day to obtain
a monthly average price and





                                       10
<PAGE>   16
averaging the monthly average prices to obtain an annual average price.

         5.2     DISCRETIONARY EMPLOYER CONTRIBUTIONS.  The Employers may make,
in cash or Company stock, a discretionary contribution to the Trust in such
amount, if any, as determined by the Board.  In the event contributions
pursuant to this section are made in Company stock, the number of shares of
Company stock to be contributed shall be determined by using the average price
of Company stock for that Plan Year which shall be determined by averaging the
closing prices of Company stock each day to obtain a monthly average price and
averaging the monthly average prices to obtain an annual average price.

         5.3     ALLOCATION OF ANNUAL EMPLOYER CONTRIBUTIONS AND FORFEITURES.
As of the last day of each Plan Year, each eligible Participant's allocable
share, if any, of the Employer's contributions for that Plan Year shall be
credited to his Account.  As of the last day of the Plan Year, any amount which
becomes a forfeiture during the Plan Year, shall first be used, in accordance
with Section 15.2(d), if applicable, to reinstate previously forfeited Accounts
of former Participants, if any, in accordance with Section 5.4, and the
remaining forfeitures, if any, shall be used to reduce contributions which
would otherwise be made by the forfeiting Participant's Employer.

                 Discretionary Employer contributions for the Plan Year, if
any, arising under the Plan during that year shall be allocated among the
Accounts of those Participants who are employed on the last day of the Plan
Year and those Participants who terminated employment during the Plan Year due
to retirement, disability or death, in the ratio that each Participant's
Compensation for the Plan Year bears to all Participant's Compensation for that
Plan Year.

         5.4     RESTORATION OF FORFEITED AMOUNTS UPON REEMPLOYMENT.  If a
person:

                 (a)      who was a Participant on or after April 1, 1975 who
                          terminated participation nonvested, is reemployed by
                          an employer before he incurs 5 consecutive 1-year
                          Breaks-In-Service, or

                 (b)      who terminated participation partially vested is
                          reemployed by the Employer before he incurs a break
                          longer than the longer of (i) the length of the
                          person's prior service with the Employer or (ii) five
                          (5) consecutive 1-year Breaks-In-Service,





                                       11
<PAGE>   17
he shall receive a special allocation equal to the amount forfeited, if any,
from such Participant's Account upon the Participant's prior termination of
employment.  The special allocation will be made as of the end of the Plan Year
in which the Participant is reemployed and shall be in addition to the
contributions described above.  The source of the special allocation shall
first be any forfeitures occurring during the Plan Year and, if that source is
insufficient, then the Employer shall make a special contribution to the
Participant's Account in an amount sufficient to cover the special allocation.
However, for Participants who terminated participation partially vested and who
are reemployed as provided above, the special contribution shall be allocated
to a separate subaccount and the reemployed Participant's vested interest in
the subaccount at the relevant time shall be an amount ("X") determined by the
formula:

                         X = P(AB + (R x D)) - (R x D)

                 For purposes of applying this formula:  P is the
nonforfeitable percentage at the relevant time, AB is the Account balance at
the relevant time, D is the amount of the distribution, and R is the ratio of
the Account balance at the relevant time to the Account balance after
distribution.

         5.5     ROLLOVER CONTRIBUTIONS.  A Participant who receives or is
credited with a distribution described in Subsection (a), (b) or (c) of this
Subsection may, but need not, make a special contribution to this Plan, which
contribution will hereafter be referred to as a "Rollover Contribution."  In
making a Rollover Contribution, the Participant must transfer, or direct the
transfer of, cash equal to the value of all or part of the property the
Participant received or is entitled to receive in the distribution to the
Trustee, to the extent the fair market value of such property exceeds an amount
equal to after-tax contributions made by the Participant to the plan from which
the distribution is being made.  In addition, prior to the acceptance of a
Rollover Contribution, the Employer may require the submission of such evidence
as the Employer deems necessary or desirable to enable it to determine whether
the transfer qualifies as a Rollover Contribution.  If the Employer determines
subsequent to any Rollover Contribution that any such Rollover Contribution did
not in fact qualify as such, the value of such Rollover Contribution shall be
immediately distributed to the Participant.  For purposes of this Subsection
5.5, the following shall be eligible to be treated as a Rollover Contribution:

                 (a)      A distribution to a Participant from an employee's
trust described in Code Section 401(a), which trust is exempt from





                                       12
<PAGE>   18
tax under Code 501(a), or from an annuity plan qualified under Code Section
403(a), which distribution qualifies for rollover treatment pursuant to the
Code, which was received by the Participant not earlier than 60 days prior to
the date the Rollover Contribution is credited to the Trust; or

                 (b)      A distribution to a Participant from an Individual
Retirement Account or an Individual Retirement Annuity (other than an endowment
contract) within the meaning of Code Section 408(a) or 408(b), the assets of
which are derived solely from a rollover or transfer thereto of a prior
distribution to the Participant described in (a) above, which was received by
the Participant not earlier than 60 days prior to the date the Rollover
Contribution is credited to the Trust; or

                 (c)      A distribution directly to the Plan from an eligible
retirement plan (as defined in Code Section 401(a)(31)(D)) of all or any
portion of the balance to the credit of the Participant, except that the
following amounts shall not be included:  any distribution that is one of a
series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee or the
distributee's designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required under
Section 401(a)(9) of the Code; and that portion of any distribution that would
not have been includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities)
if it would have been distributed directly to the Participants.

         A Rollover Contribution and all amounts attributable thereto shall be
fully vested and nonforfeitable at all times, and shall be subject to
applicable provisions of the Plan.

                                   ARTICLE 6
                                  LIMITATIONS

         6.1     LIMITATIONS ON ANNUAL ACCOUNT ADDITIONS.

                 (a)      ANNUAL ACCOUNT ADDITIONS.  The term "Annual Account
Additions" means, for any Participant for any Plan Year, the sum of

                          (1)     Employer and Affiliate contributions made for
                                  the Participant under "any defined
                                  contribution plan" for the Plan Year,
                                  including before-tax deposits and Matching
                                  Contributions hereunder; and





                                       13
<PAGE>   19
                          (2)     the Participant's after-tax contributions to
                                  "any defined contribution plan"; and

                          (3)     forfeitures, if any, allocated to the
                                  Participant for the year under "any defined
                                  contribution plan"; and

                          (4)     contributions allocated on the Participant's
                                  behalf to a medical account described in Code
                                  Section 415(1)(1) or 419A(d)(2), although the
                                  percentage limit described in Sub- section
                                  (b)(2) below shall not apply to such amounts;

but shall not include any Rollover Contributions or loan repayments under the
Plan.  "Any defined contribution plan" means this Plan and all other defined
contribution plans of the Affiliates considered as one plan.

                 (b)      LIMITATION.  Notwithstanding the foregoing provisions
of this Article 6, the Annual Account Additions of a Participant for any Plan
Year, which shall be the limitation year, shall not exceed the lesser of --

                          (1)     the greater of $30,000 or one-fourth of the
                                  defined benefit dollar limitation set forth
                                  in Code Section 415(b) in effect for such
                                  Plan Year, or

                          (2)     25 percent of the Participant's compensation
                                  as defined in Subsection (c) below, for such
                                  Plan Year.

                 (c)      COMPENSATION.  The term "compensation" as used in
this Section 6.1 means compensation as defined in Code Section 415(c)(3) and
Treasury regulation thereunder, which generally means amounts actually paid
during a limitation year which are the Participant's wages, salary, fees for
personal services actually rendered in the course of employment with the
Employer or other Affiliate, including amounts described in Treasury Regulation
1.415-2(d)(1), and excluding amounts which are reduced pursuant to a salary
reduction arrangement and other amounts described in Treasury Regulation l.415-
2(d)(2).  Such "compensation" may not exceed $200,000 or such higher annual
amount as may be determined by the Secretary of the Treasury.

                 (d)      REDUCTION IN ANNUAL ACCOUNT ADDITIONS.  If in any
Plan Year a Participant's Annual Account Additions exceed the





                                       14
<PAGE>   20
applicable limitation determined under Subsection (b) above, by reason of a
reasonable error in estimating a Participant's compensation or otherwise, such
excess (referred to herein as the "Annual  Account  Excess")  shall  not  be
allocated  to  the Participant's Account, but shall be treated in the following
manner:

                          (1)     The Participant's after-tax contributions, if
                                  any, under "any defined contribution plan"
                                  shall be refunded, up to the amount of the
                                  Annual Account Excess.

                          (2)     If there is any remaining Annual Account
                                  Excess after the application of paragraph (1)
                                  above, the Participant's before-tax deposits
                                  and any Employer Matching Contributions
                                  relating thereto for that year shall be
                                  reduced proportionately, up to the remaining
                                  amount  of  the  Annual  Account Excess, and
                                  such before-tax deposits shall be returned to
                                  the Participant.

                          (3)     If there is any remaining Annual Account
                                  Excess after the application of paragraphs
                                  (1) and (2) above, the Participant's share of
                                  Employer or other Affiliate contributions
                                  allocated to the Participant under any other
                                  defined contribution plan for that year shall
                                  be reduced in accordance with such plan, up
                                  to the remaining amount of the Annual Account
                                  Excess.

                          (4)     Any reduction in such a Participant's
                                  allocation of Employer Matching Contributions
                                  under paragraph (2) above shall be deemed to
                                  be a forfeiture for such Plan Year and used
                                  to reduce Employer Matching Contributions.

                 (e)      DUAL PLAN LIMITATION.  If in any Plan Year a
Participant  is  both  an  active  participant  in  any  defined contribution
plan and a participant of any "qualified" defined benefit plan of the Employer
or Other Affiliate, the sum of the defined benefit  plan  fraction  (as defined
in Code Section 415(e)(2)) and the defined contribution plan fraction (as
defined in Code Section 415(e)(3)) shall not exceed the number one.  It is
intended to reduce the Annual Account Additions under the defined contribution
plan to the extent possible, if necessary, to prevent the sum of the defined
benefit plan fraction and the defined





                                       15
<PAGE>   21
contribution fraction from exceeding 1.0, before reducing the accrued benefits
under any defined benefit plan.

         6.2     MAXIMUM AMOUNT OF BEFORE-TAX DEPOSITS.

                 In no event shall a Participant's aggregate before-tax
deposits for any calendar year, when combined with all other elective pre-tax
deferrals under Code Section 402(g) on behalf of the Participant, exceed $7,000
(or such higher annual amount as may be determined by the Secretary of the
Treasury to reflect increases in the cost of living).  The annual limit shall
be reduced as provided under Section 9.3 following a Participant's hardship
withdrawal.  To the extent that such a Participant's before-tax deposits exceed
the applicable dollar limit for a calendar year, such deposits shall be treated
as income to the Participant for such calendar year. Such excess deferral,
adjusted for earnings or losses thereon, shall be distributed to the
Participant not later than April 15 of the calendar year following the calendar
year in which such excess deferral was made.  Any such distribution of earnings
on excess deferrals shall be treated as income to the Participant in the year
of distribution.

         6.3     ACTUAL DEFERRAL PERCENTAGE TESTS.  The limits described in
this Section 6.3 apply to before-tax deposits made pursuant to Section 4.1.
Notwithstanding any provision to the contrary in this Plan concerning the
amount, availability, or allocation of before-tax deposits, no amount of
before-tax deposits shall be allocated to a Participant's Account in excess of
the limits contained in this Section 6.3.

                 (a)      Actual Deferral Percentage means for each Plan Year
                          the average of the ratios (ADR) (calculated
                          separately for each active Participant) of:

                          (1)     the amount of before-tax deposits of each
                                  such Participant for such Plan Year, to

                          (2)     such Participant's Compensation;

                          provided, however, that if a Highly Compensated
                          Participant also participates in another qualified
                          retirement plan with a salary reduction feature
                          maintained by the Employer under Sections 401(a) and
                          401(k) of the Code, such Participant's Actual
                          Deferral Percentage shall be determined as if all
                          such qualified plans with a salary reduction feature
                          ending within the same calendar year were a single
                          plan.





                                       16
<PAGE>   22
                 (b)      In the case of a Participant who is a Highly
                          Compensated Participant and who is either a 5% owner
                          or one of the 10 most Highly Compensated Participants
                          and thereby subject to the family aggregation rules
                          of Code Section 414(q)(6), the ADR for the family
                          group (which is treated as one Highly Compensated
                          Participant) is the greater of:

                          (1)     the ADR determined by combining the
                                  contributions and compensation of all
                                  eligible family members who are highly
                                  compensated without regard to family
                                  aggregation, and

                          (2)     the ADR determined by combining the
                                  contributions and compensation of all
                                  eligible family members.

                                  Except to the extent taken into account in
                                  the preceding sentence, the contributions and
                                  compensation of all family members are
                                  disregarded in determining the actual
                                  deferral percentages for the groups of Highly
                                  Compensated Participant and Non-Highly
                                  Compensated Participants.

                          (c)     In the case of a Highly Compensated
                                  Participant whose ADR is determined under the
                                  family aggregation rules, the determination
                                  of the amount of excess contributions shall
                                  be made as follows:

                                  (1)      If the Highly Compensated
                                           Participant's ADR is determined by
                                           combining the contributions and
                                           compensation of all family members,
                                           then the ADR is reduced in
                                           accordance with the "leveling"
                                           method  described in Section
                                           1.401(k)-1(f)(2) of the regulations
                                           and the excess contributions for the
                                           family unit are allocated among the
                                           family members in proportion to the
                                           contributions of each family member
                                           that have been combined.

                                  (2)      If the Highly Compensated
                                           Participant's ADR is determined by
                                           combining the contributions and
                                           compensation of only those family
                                           members who are highly compensated
                                           without regard to family





                                       17
<PAGE>   23
                                  aggregation, then the ADR is reduced in
                                  accordance with the leveling method but not
                                  below the ADR of eligible non-highly
                                  compensated family members. Excess
                                  contributions are determined by taking into
                                  account the contributions of the eligible
                                  family members who are highly compensated
                                  without regard to family aggregation and are
                                  allocated among such family members in
                                  proportion to their contributions.  If
                                  further reduction of the ADR is required,
                                  excess aggregate contributions resulting from
                                  this reduction are determined by taking into
                                  account the contributions of all eligible
                                  family members and are allocated among such
                                  family members in proportion to their
                                  contributions.

                 (d)      The Actual Deferral Percentage test described
                          hereinafter shall be made as of the end of each Plan
                          Year.  The Administrator in its discretion may choose
                          to make the Actual Deferral Percentage test more
                          frequently than annually.  Any excess deferral
                          described in  Section 6.2 shall be included in the
                          computation of the Actual Deferral Percentage
                          notwithstanding the distribution of any portion
                          thereof, unless otherwise provided under rules
                          prescribed by the Secretary of the Treasury.  For any
                          Plan Year, the Actual Deferral Percentage for the
                          group of Highly Compensated Participants must not
                          exceed the greater of:

                          (1)     125 percent of such percentage  for all
                                  Participants; or

                          (2)     the lesser of two hundred percent (200%) of
                                  such percentage for the Non-Highly
                                  Compensated Participants, or such percentage
                                  for the Non- Highly Compensated Participants
                                  plus two (2) percentage points.  The
                                  provisions of Code Section  401(k)(3) and
                                  Regulation l.401(k)- 1(b) are incorporated
                                  herein by reference.  However, for Plan Years
                                  beginning after December 31, 1988, in order
                                  to prevent





                                       18
<PAGE>   24
                                  the multiple use of the alternative method
                                  described in this paragraph and in Code
                                  Section 401(m)(9)(A), any Highly Compensated
                                  Participant eligible to make before-tax
                                  deposits pursuant to Section 4.1 and to make
                                  after-tax deposits contributions or to
                                  receive Employer matching contributions under
                                  this Plan or under any other plan maintained
                                  by the Employer shall have his Actual
                                  Contribution Percentage reduced pursuant to
                                  Regulation l.401(m)-2, the provisions  of
                                  which are incorporated herein by reference.

         If two or more qualified plans which include a salary reduction
feature described in Code Section 401(k) are considered as one plan for
purposes of Code Sections 401(a)(4) or 410(b), the salary reduction feature
included in such plans shall be treated as one salary reduction arrangement for
purposes of the Actual Deferral Percentage test.  For Plan Years beginning
after December 31, 1989, plans may be aggregated in order to satisfy Section
401(k) of the Code only if they have the same Plan Year.  In the event the
Actual Deferral Percentage test is not met as of the end of any Plan Year, the
provisions of Section 6.4 shall apply.

         6.4     ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS.  In the event
the Actual Deferral Percentage test is not met as of the end of any Plan Year,
the Administrator shall take the actions called for in this Section 6.4.
Excess Contributions with respect to any Participant are before-tax deposits
which do not meet the Actual Deferral Percentage test described in Section 6.3.

                 If it appears that there will be Excess Contributions as of
the end of any Plan Year, the Administrator shall inform the Employer. The
Employer, in its discretion, may make a supplemental contribution which  shall
be  allocated  to  the  Accounts  of Participants who are Non-Highly
Compensated Participants. Any such supplemental contribution shall be allocated
in a uniform and nondiscriminatory manner in an amount sufficient to eliminate
any Excess Contributions.  Such supplemental contribution by the Employer must
be made, if at all, within the first two and one-half months after the close of
the Plan Year in which the Excess Contributions arose.  Such supplemental
contribution shall be treated for all purposes as a before-tax deposit.  The
allocation of a portion of any such supplemental contribution to the Account of
an affected Participant is subject to the Code Section 415 limits.  If the
Employer chooses to make a supplemental contribution





                                       19
<PAGE>   25
in an amount less than that required to completely eliminate all Excess
Contributions, the remaining Excess Contributions shall be disposed of in the
manner hereinafter described.

                 Should the Employer not choose to make a supplemental
contribution for the purpose of eliminating any Excess Contributions, or if
Excess Contributions remain after a supplemental contribution has been made,
the before-tax deposits of the Participants who are Highly Compensated
Participants shall be reduced to the extent necessary so that the Actual
Deferral Percentage test set forth in Section 6.3 is met as of the end of the
applicable Plan Year.  Such reduction shall be accomplished first by
determining the maximum deferral for the group of Participants who are Highly
Compensated Participants permitted by the Actual Deferral Percentage test.
Next, the before-tax deposits of such Participants whose individual Actual
Deferral Percentage exceeded the Maximum Actual Deferral Percentage available
to the group of Highly Compensated Participants shall be reduced in the order
of individual Actual Deferral Percentages beginning with the highest of such
percentage in accordance with procedures adopted by the Administrator until the
test set forth in Section 6.3 is met.

                 The Administrator shall cause the amount of Excess
Contributions (and income allocable thereto) attributable to each affected
Participant to be returned to such Participant not later than the end of the
Plan Year following the Plan Year as of which the Excess Contributions arose.
However, the Administrator shall use its best efforts to cause the amount of
Excess Contributions (and any income allocable thereto) attributable to each
affected Participant to be returned to such Participant within two and one-half
months following the end of the Plan Year as of which the Excess Contributions
arose.  The income allocable to the Excess Contributions of each affected
Participant is equal to the sum of (a) the income allocable to the Account of
the affected Participant for the applicable Plan Year, and (b) the income
allocable to the Account of the affected Participant for the period between the
end of the applicable Plan Year and the date of distribution with the sum of
(a) and (b) being multiplied by a fraction.  The numerator of the fraction is
the Excess Contribution attributable to each affected Participant and the
denominator of the fraction is the closing balance (inclusive of any income),
as of the end of the applicable Plan Year, of the Participant's Account
containing the Excess Contributions.

         6.5     MAXIMUM CONTRIBUTION PERCENTAGE.  The limits described in this
Section 6.5 apply to matching Employer contributions and after-tax
contributions.  Notwithstanding any provision to the contrary in this Plan
concerning the amount, availability, or





                                       20
<PAGE>   26
allocation of matching Employer contributions, no amount of such contributions
shall be allocated to the Account of any Participant in excess of the limits
contained in this Section 6.5.

                 (a)      Actual Contribution Percentage means for each Plan
                          Year the average of the ratios (ACR) (calculated
                          separately for each Participant) of:

                          (1)     the amount of matching Employer contributions
                                  and after-tax contributions of each such
                                  Participant for such Plan Year, to

                          (2)     such Participant's Compensation;

                                  provided, however, that if a Highly
                                  Compensated Participant who also participates
                                  in another qualified  retirement  plan
                                  maintained  by  the Employer to which
                                  matching contributions, employee
                                  contributions, or elective deferrals are
                                  made, such  active Participant's Actual
                                  Contribution Percentage shall be determined
                                  by aggregating all Employer matching
                                  contributions  and after- tax contributions
                                  in plans which end within the same calendar
                                  year.

                          The ACR of a Participant who is subject to the family
                          aggregation rules of Code Section 414(q)(6) shall be
                          determined consistent with Sections 6.3(b) and (c).

                 (b)      The Actual Contribution Percentage test described
                          hereinafter shall be made as of the end of each Plan
                          Year. The Administrator in its discretion may choose
                          to make the Actual Contribution Percentage test more
                          frequently than  annually.  For any Plan  Year, the
                          Actual Contribution Percentage for the  group of
                          Highly Compensated Participants must not exceed the
                          greater of:

                          (1)     125 percent of such percentage for all other
                                  Participants; or

                          (2)     the lesser of two hundred percent (200%) of
                                  such percentage for the Non-Highly
                                  Compensated Participants, or such percentage
                                  for the Non-Highly Compensated Participants
                                  plus two (2) percentage points.  However, for





                                       21
<PAGE>   27
                                  Plan Years beginning after December 31, 1988,
                                  to prevent the multiple use of the
                                  alternative method described in this
                                  paragraph and Code Section 401(m)(9)(A), any
                                  Highly Compensated Participant eligible to
                                  make before-tax deposits pursuant to Section
                                  4.1 or any other cash or deferred arrangement
                                  maintained by the Employer and to make
                                  after-tax deposits or to receive matching
                                  contributions under this Plan or under any
                                  other plan maintained by the Employer shall
                                  have his Actual Contribution Percentage
                                  reduced pursuant to Regulation l.401(m)-2.
                                  The provisions of Code Section 401(m) and
                                  Regulations 1.401(m)-l(b) and 1.401(m)-2 are
                                  incorporated herein by reference.

         If two or more qualified plans which include matching contributions,
employee contributions, or elective deferrals are considered as one plan for
purposes of Code Section 410(b), such plans shall be treated as one plan for
purposes of the Actual Contribution Percentage test.  For Plan Years beginning
after December 31, 1989, plans may be aggregated in order to satisfy Section
401(m) of the Code only if they have the same Plan Year.  In the event the
Actual Contribution Percentage test is not met as of the end of any Plan Year,
the provisions of Section 6.6 shall apply.

         6.6     ADJUSTMENT FOR EXCESSIVE CONTRIBUTION PERCENTAGE.  In the
event the Actual Contribution Percentage test is not met as of the end of any
Plan Year, the Administrator shall take the actions called for in this Section
6.6.  Excess Aggregate Contributions with respect to any Participant are
matching Employer contributions and after-tax deposits which do not meet the
Actual Contribution Percentage test described in Section 6.5.

                 If it appears that there will be Excess Aggregate
Contributions as of the end of any Plan Year, the Administrator shall inform
the Employer.  The Employer, in its discretion, may make an additional matching
Employer contribution which shall be allocated to the Accounts of all
Participants who are not Highly Compensated Employees.  In lieu of making an
additional matching Employer contribution, the Employer may make a supplemental
contribution which shall be allocated to the Accounts of all active
Participants who are not Highly Compensated Employees.  Any additional matching
Employer contribution or supplemental contribution shall be allocated in a
uniform and nondiscriminatory manner in an amount sufficient to eliminate any
Excess Aggregate





                                       22
<PAGE>   28
Contributions.  Such additional Matching Employer contribution or supplemental
contribution by the Employer must be made, if at all, within the first two and
one-half months after the close of the Plan Year in which the Excess Aggregate
Contributions arose.

                 Any additional matching Employer contribution shall be treated
for all purposes as a matching Employer contribution and any supplemental
contribution shall be treated for all purposes as an After-Tax Employee
Contribution.  The allocation of either an additional matching Employer
contribution or a supplemental contribution to the Participant Account of an
affected Participant is subject to the Code Section 415 limits. If the Employer
chooses to make an additional matching Employer contribution, a supplemental
contribution, or a combination of both in an amount less than that required to
completely eliminate all Excess Aggregate Contributions, the remaining Excess
Aggregate Contributions shall be disposed of in the manner hereinafter
described.

                 Should the Employer not choose to make an additional matching
Employer contribution, a supplemental contribution, or a combination of both
for the purpose of eliminating any Excess Aggregate Contributions or if Excess
Aggregate Contributions remain after any such contributions have been made, the
matching Employer contributions and/or after-tax deposits of the Participants
who are Highly Compensated Participants shall be reduced to the extent
necessary so that the Actual Contribution Percentage test set forth in Section
6.5 is met as of the end of the applicable Plan Year. Such reduction shall be
accomplished first by determining the maximum contribution for the group of
Participants who are Highly Compensated Participants permitted by the Actual
Contribution Percentage test.  Next, the matching Employer contributions and/or
after-tax deposits of such Participants whose individual Actual Contribution
Percentage exceeded the maximum Actual Contribution Percentage available to the
group of Highly Compensated Participants shall be reduced in the order of
individual Actual Contribution Percentage beginning with the highest of such
percentages in accordance with procedures adopted by the Administrator until
the test set forth in Section 6.5 is met.

                 The Administrator shall cause the amount of Excess Aggregate
Contributions (and any income allocable thereto) attributable to each affected
Participant to be returned to such Participant not later than the end of the
Plan Year following the Plan Year as of which the Excess Aggregate
Contributions arose. However, the Administrator shall use its best efforts to
cause the amount of Excess Aggregate Contributions (and any income allocable
thereto) attributable to each affected Participant to be returned





                                       23
<PAGE>   29
to such Participant within two and one-half months following the end of the
Plan Year as of which the Excess Aggregate Contributions arose.  The income
allocable to the Excess Aggregate Contributions of each affected Participant is
equal to the sum of (a) the income allocable to the Account of the affected
Participant for the applicable Plan Year, and (b) the income allocable to the
Account of the affected Participant for the period between the end of the
applicable Plan year and the date of distribution, with the sum of (a) and (b)
being multiplied by a fraction.  The numerator of the fraction is the Excess
Aggregate contribution attributable to each affected Participant and the
denominator of the fraction is the closing balance (inclusive of any income),
as of the end of the applicable Plan Year, of the Account containing the Excess
Aggregate Contribution.

         6.7     LIMIT ON TOTAL CONTRIBUTION OF EMPLOYER: Precluding~ Excess
Allocations.  The total contributions of the Employer, as determined under
Sections 4.1, 5.1 and 5.2, for any Plan Year shall not exceed the maximum tax
deductible contribution permitted by law.  In addition, in no event will the
amount allocated to a Participant's Account in any Plan Year exceed the
limitations set forth in this Article 6.

                                   ARTICLE 7
          CREDITING OF CONTRIBUTIONS AND DEPOSITS TO INVESTMENT FUNDS

         7.1     INVESTMENT OF PARTICIPANT ACCOUNTS.  Employer Matching
Contributions shall be invested and reinvested in the Western Stock Fund.
Except as otherwise provided elsewhere, each Participant shall direct the
investment and reinvestment all other contributions and deposits pursuant to
this section.  If a Participant fails to elect to direct the investment and
reinvestment of that portion of his Account subject to investment direction,
the Trustee shall invest one hundred percent (100%) of that portion of such
Participant's Account as is subject to investment direction in the Money Market
Fund. The following funds are currently available:

                 (a)      Western Stock Fund;

                 (b)      Equity Fund;

                 (c)      Money Market Fund;

                 (d)      Interest Income Fund;

                 (e)      Corporate Bond Fund; and





                                       24
<PAGE>   30
                 (f)      Government Securities Fund.

         7.2     PARTICIPANT'S CHOICE OF INVESTMENTS.  At least 30 days prior
to the beginning of each calendar quarter, a Participant may elect  in writing
that  all  future  contributions  subject to investment direction be invested,
in five percent (5%) increments, in one or more of the investment funds
established pursuant to Section 7.1.  If a Participant fails to make any
election, 100% of his contributions subject to investment direction shall be
invested in the Money Market Fund.

         7.3     CHANGE OF PRIOR INVESTMENTS.  At least 30 days prior to the
beginning of each calendar quarter, each Participant may reallocate all or a
portion of his assets subject to investment direction from one investment fund
established pursuant to Section 7.1 to another such investment fund, in five
percent (5%) increments: provided, however, that any limitations on transfers
imposed by investments in the Interest Income Fund shall apply. The
Administrator may, in its sole discretion, designate more frequent investment
transfer dates if the Administrator deems it appropriate in light of the market
volatility to which the investment alternatives may reasonably be expected to
be subject.

                                   ARTICLE 8
                                    ACCOUNTS

         8.1     SEPARATE ACCOUNTS.  The Administrator shall maintain the
following subaccounts:

                 (a)      a Before-Tax Deposit Account for each Participant who
                          elects to direct the Employer to make before-tax
                          deposits on his behalf pursuant to Section 4.1 and/or
                          who makes Rollover contributions or a trustee-to-
                          trustee   transfer   pursuant   to Section 5.5:

                 (b)      a Western Company Match Account shall  be maintained
                          for each Participant for Employer matching
                          contributions allocated to a Participant's Account
                          pursuant to the provisions of Sections 5.1;

                 (c)      a Discretionary Employer Contribution Account shall
                          be maintained for each Participant for annual
                          discretionary  employer  contributions allocated to a
                          Participant's Account pursuant to the provisions of
                          Section 5.2;





                                       25
<PAGE>   31
                 (d)      a pre-1987 After-Tax Deposit Account shall be
                          maintained for each Participant for any After-Tax
                          Deposits made prior to January 1, 1987; and

                 (e)      a Post-1986 After-Tax Deposit Account shall be
                          maintained for each Participant for any After-Tax
                          Deposits   pursuant   to   the   provisions   of
                          Section 4.1.

The Administrator shall also create such other subaccounts as it deems
necessary or desirable.

         8.2     VALUATION OF SEPARATE ACCOUNTS.  As of each Valuation Date,
the Administrator shall adjust the previous Account balances for before-tax
deposits, matching contributions, discretionary employer contributions, after-
tax contributions, earnings, gains or losses, withdrawals, expenses,
Participant loans and any Participant rollover and transfer contributions in
order to obtain new Account balances.

         8.3     DETERMINATION OF FUND PERFORMANCE.  For purposes of
determining Account values, each Account's share of the income, appreciation
and depreciation of each Investment Fund as of any Valuation Date shall be that
proportion of the total income, appreciation or depreciation of such Investment
Fund during such period that the average balance of such accounts during such
period bears to the average balance of all such accounts in such investment
fund during such period.  The value of each account, each Investment Fund, and
the Trust fund as of the end of any  period shall be the fair market value of
such account or fund.  The total before-tax deposits and after-tax deposits for
the period will be reflected in said determination.

         8.4     VOTING OF WESTERN STOCK.  Voting, tender and similar rights
shall be passed through to Participants and beneficiaries as provided pursuant
to the provisions of the Trust.

                                   ARTICLE 9
                         WITHDRAWALS DURING EMPLOYMENT

         9.1     AFTER-TAX DEPOSIT ACCOUNT WITHDRAWALS.  Each active
Participant who has made After-Tax Deposits may withdraw such deposits by
submitting at any time, but not more often than once in any six month period, a
written request to the Plan Administrator specifying the amount to be
withdrawn.  Payment shall be made to the Participant as soon as practicable
following the Valuation Date next following the date the request is filed with
the Plan Administrator.  The withdrawal may not exceed the lesser of the





                                       26
<PAGE>   32
value of the Participant's After-Tax Deposit Accounts or his total After-Tax
Deposits, and may not be less than the lesser of (i) $1,000 or (ii) the maximum
after-tax deposit withdrawal as determined above.  Any such withdrawal will be
taken from the Participant's Pre-1987 After-Tax Deposit Account and Post-1986
After-Tax Deposit Account, in the following order:

                 (a)      Pre-1987 after-tax deposit contributions;
                 (b)      Post-1986 after-tax deposit contributions and
earnings; and
                 (c)      Earnings on pre-1987 after-tax deposit contributions.

After-Tax Deposit Account Withdrawals under this Section 9.1 shall be charged
against the value of the withdrawing Participant's subaccount in each of the
Investment Funds proportionally.

         9.2     WITHDRAWALS AFTER AGE 59 1/2.  An active Participant who has
attained age 59 1/2 may withdraw all or a portion of his vested Account balance
determined as of the Valuation Date immediately following the date of the
request.  Payment shall be made to the Participant as soon as practicable
following the Valuation Date next following the Participant's submission of his
written request for distribution to the Plan Administrator. Each Participant
shall be allowed only one such withdrawal.  Any such withdrawal will be taken
from the Participant's Account in the following order:

                 (a)      Pre-1987 after-tax contributions;
                 (b)      Post-1986 after-tax contributions and earnings;
                 (c)      Earnings on pre-1987 after-tax contributions;
                 (d)      Before-tax deposits (including rollovers) and
earnings;
                 (e)      Employer matching contributions and earnings; and
                 (f)      Employer annual discretionary contributions and
earnings.

Post-59 1/2 withdrawals under this Section 9.2 shall be charged against the
value of the withdrawing Participant's subaccount in each of the Investment
Funds proportionally.

         9.3     HARDSHIP WITHDRAWALS.  Upon the request of a Participant made
in accordance with such uniform and nondiscriminatory rules as the
Administrator may prescribe, the Administrator shall permit a Participant to
make a hardship withdrawal from his Before-Tax Deposit  Account  from  the Plan
prior  to  the  Participant's termination of employment or Permanent Disability
if (a)  the withdrawing Participant is either under 59 1/2 years of age on the
date the withdrawal is being made or has previously made a





                                       27
<PAGE>   33
withdrawal after age 59 1/2 pursuant to Section 9.2 hereof, and (b) the
Trustee, in accordance with the provisions of Internal Revenue Regulation
Section  l.401(k)-1(d)(2)  and  with  the  following paragraph, finds that such
withdrawal is necessary because of the Participant's immediate and heavy
financial need.   The maximum amount that can be withdrawn under this Section
9.3 shall be the lesser of (a) the amount which the Trustee, in accordance with
the provisions of Internal Revenue Regulation Section l.401(k)-l(d)(2) and with
the following paragraph, deem to be necessary to meet the immediate and heavy
financial need of the withdrawing Participant created by the hardship, and (b)
the value of the Participant's Before-Tax Deposit Account determined on the
last Valuation Date reduced by the appreciation on any before-tax deposits
credited to the  Participant's  Before-Tax Deposit  Account  subsequent  to
December 31, 1988.

                 For purposes of this Section, a distribution will be deemed to
be on account of immediate and heavy financial need if the distribution is on
account of:

                 (1)      Medical expenses described in Code Section 213(d)
incurred by the Employee, the Employee's spouse, or any dependents of the
Employee (as defined in Code Section 152);

                 (2)      Purchase (excluding mortgage payments) of a principal
residence for the Employee; or

                 (3)      Payment of tuition for the next year of
post-secondary education for the Employee, his or her spouse, children, or
dependents.

                 (4)      The need to prevent the eviction of the Employee from
his principal residence or foreclosure on the mortgage of the Employee's
principal residence.

                 Further, a distribution will be deemed to be necessary to
satisfy the immediate and heavy financial need if the distribution is not in
excess of the amount necessary to relieve the need and cannot be satisfied from
other resources that are reasonably available to the Employee including other
withdrawals and loans currently available under all plans maintained by the
Employer; provided, however, a Participant may obtain a hardship withdrawal
without obtaining all loans for which the Participant is eligible if the
Participant certifies to the Trustee that the receipt of a loan would increase
the amount of the Participant's immediate financial need and would therefore
not serve to relieve the Participant's immediate financial need.





                                       28
<PAGE>   34
                 Hardship withdrawals under this Section 9.3 shall be charged
against the value of the withdrawing Participant's sub-account in each of the
Investment Funds proportionally.  Any such hardship withdrawal will be taken
from the Participant's Account in the following order:

                 (a)      Pre-1987 after-tax contributions;
                 (b)      Post-1986 after-tax contributions and earnings;
                 (c)      Earnings on pre-1987 after-tax contributions; and
                 (d)      Before-tax deposits  (including  rollovers)  and
earnings.

                 Any Participant receiving a hardship distribution must certify
and agree to satisfy all of the following conditions:

                 (a)      The distribution is not in excess of the amount of
the Participant's immediate and heavy financial need;

                 (b)      The Participant has obtained all distributions, other
than hardship distributions, and all non-taxable loans currently available
under all plans maintained by the Employer or its Affiliates;

                 (c)      The Participant's before-tax deposits and after-tax
deposits shall be suspended for at least twelve (12) months after the receipt
of the hardship distribution; and

                 (d)      The Participant shall not be eligible to make any
before-tax deposits until the first day of the first Plan Year following the
first anniversary of the date on which the hardship distribution was made.

         9.4     LOANS.  Upon request of a Participant, made with the consent
of the Participant's spouse, if applicable, in accordance with such uniform
rules as the Administrator may prescribe, the Administrator will permit the
Plan to make a loan to a Participant provided that:

                 (a)      Only active Participants will be eligible to request
a loan.

                 (b)      The minimum amount a Participant can request is
$1,000.

                 (c)      A Participant cannot have more than one (1)
outstanding loan at any time.





                                       29
<PAGE>   35
                 (d)      A Participant must wait a minimum of six (6) months
between new loan requests.

                 (e)      The interest rate shall be based on the prime rate
and shall be reset on the first business day of every month.  The interest rate
and term of the loan will be set as the date the loan is made and will not be
changed during the life of the loan.

                 (f)      A Participant can pay off a loan in full at any time
during the life of the loan without penalty.  However, no partial prepayments
will be accepted.

                 (g)      The Participant's obligation is represented by a
negotiable  promissory  note  which  shall  provide  for  level amortization
with payments to be made not less frequently than quarterly over a period not
to exceed four (4) years and six (6) months after the date of such loan unless
the loan is to be used by the Participant to acquire any dwelling unit which
within a reasonable time (determined at the time the loan is made) is to be
used as a principal residence of the Participant, and calling for payments to
be made by payroll deduction and for a period not to exceed ten (10) years.

                 (h)      The Participant agrees that any unpaid balance of the
loan, including accrued interest thereon, may be deducted from any distribution
of his Account to which the Participant or his beneficiary may be entitled, and
if the amount of such distribution is not sufficient to repay the remaining
principal and interest of any such loan, the Participant or his personal
representative shall be liable for and continue to make payments on any balance
still due, which payments may be withheld by the Employer from any Compensation
due that Participant;

                 (i)      The amount loaned plus interest due thereon over the
term of the indebtedness is not more than the lesser of (i) $50,000 reduced by
the excess, if any, of the highest outstanding balance of loans from the Plan
to the Participant during the one year period ending on the day before the date
on which such loan is made, over the outstanding balance of loans from the Plan
to the Participant on the date on which such loan was made, and (ii) 1/2 of the
Participant's vested Account balance, excluding the value of that portion of
the Account attributable to Employer contributions; and

                 (j)      The written consent of the Participant's spouse must
be obtained within the 90 day period prior to the date the loan was made.





                                       30
<PAGE>   36
                 Loans made to a Participant under this Section 9.4 shall
constitute a separate earmarked investment of the Account of the Participant to
whom the loan is being made. The amount of the loan shall be charged pro rata
against the value of said Participant's subaccounts in the following order and
shall be returned in the Participant's subaccounts in the reverse order:

                 (a)      Pre-1987 after-tax contributions;
                 (b)      Post-1986 after-tax contributions and earnings;
                 (c)      Earnings on pre-1987 after-tax contributions; and
                 (d)      Before-tax deposits  (including  rollovers)  and
                          earnings.

Amounts paid to the Plan by the Participant in repayment of an outstanding loan
shall be credited to and invested in the Participant's Account in each of the
Investment Funds in accordance with the Participant's direction covering new
deposits for the Plan year in which said amounts are repaid, or if none, in
accordance with the Participant's next preceding direction.

                                   ARTICLE 10
                                 DISTRIBUTIONS

         10.1    RETIREMENT.  The Account of a Participant whose employment is
terminated on or after his sixtieth (60) birthday shall be nonforfeitable and
such Account will be distributed to the Participant as provided in Sections
10.6 and 10.7.

         10.2    DEATH. Subject to Section 10.5, the designated beneficiary of
a Participant or beneficiary who dies during a Plan Year shall be eligible to
receive the full value of the Participant's or beneficiary's Account as
provided in Section 10.8.

         10.3    PERMANENT DISABILITY.  The Account of a Participant whose
employment is terminated due to Permanent Disability shall be nonforfeitable
and such Account will be distributed to the Participant for his benefit as
provided in Sections 10.6 and 10.7 provided his Permanent Disability is
established to the satisfaction of the Administrator.

         10.4    OTHER TERMINATION OF EMPLOYMENT.  If a Participant's
employment is terminated other than in accordance with Sections 10.1 through
10.3, he shall be eligible to receive the sum of the following as provided
below:

                 (a)      The full value of his Before-Tax Deposit and
After-Tax Deposit Accounts, if not previously withdrawn; and





                                       31
<PAGE>   37
                 (b)      A percentage (determined as of the date of his
termination) of the value of his Western Company Match Account and
Discretionary Employer Contribution Account, if any, as determined below:

<TABLE>
<CAPTION>
Completed Years of                            Vested
 Credited Service                            Percentage
------------------                           ----------
<S>                                               <C>
Less than 5 years                                0%
After 5 or more years                          100%
</TABLE>

The non-vested portion of a Participant's Account shall be forfeited after the
Participant has suffered a Break-In-Service, but is subject to reinstatement in
accordance with Section 5.4.  The vested portion of the Participant's Western
Company Match Account, Discretionary Employer Contribution Account and the
Participant's Before-Tax  Deposit  and After-Tax  Deposit Accounts,  will  be
distributed to the Participant as provided in Sections 10.6 and 10.7.

         10.5     DESIGNATION OF BENEFICIARY.

                  (a)     The Participant's spouse shall automatically be the
designated beneficiary to receive any distributions by reason of his death and
shall be paid in the manner prescribed in Section 10.8.  However, if there is
no spouse, or if the spouse has consented then distribution by reason of the
Participant's death shall be made to his designated beneficiary in the manner
prescribed in Section 10.8.

                  (b)     If there shall be a failure of all designated
beneficiaries (because of prior death, failure to designate in the manner
herein provided, or otherwise) with respect to any Participant the amount
payable hereunder after the death of such Participant shall be paid and
distributed, in the order named, to each of the following as shall be living on
the date of any distribution:

                          (1)     Such Participant's spouse;

                          (2)     His descendants, PER STIRPES;

                          (3)     His parents in equal shares; and

                          (4)     His brothers and sisters in equal shares and
their descendants, PER STIRPES.





                                       32
<PAGE>   38
                          If no such person shall be living on the date of any
distribution, such amount shall be payable to the estate of the last survivor
of said persons.

                  (c)     The Trustee shall be fully protected in making their
distributions to the next successor designated beneficiary or taker if, within
six (6) months after any date fixed for distribution they have no actual
knowledge that a predecessor designated beneficiary or taker survived, or was
existing on, such date.

         10.6     TIMING OF DISTRIBUTIONS.  The distribution of a Participant's
Account pursuant to Sections 10.1 and 10.3 will commence as soon as practicable
following the end of the calendar quarter in which he terminates employment if
the vested Account is not and never was in excess of $3,500.  If the vested
Account is or ever was in excess of $3,500, distribution shall commence on the
later of (i) as soon as practicable following the end of the calendar quarter
in which he terminates employment, or (ii) as soon as practicable following the
Participant's request for distribution. Further, distribution to an alternate
payee pursuant to a qualified domestic relations order, as defined in Code
Section 414 (p), may be made as soon as practicable following the alternate
payee's written request for distribution.

                  Provided, however, notwithstanding anything herein to the
contrary, payment of benefits shall commence not later than the sixtieth (60th)
day after the close of the Plan Year in which the latest of the following
events occur:  (i) the Participant attains age sixty-five (65) or, if earlier,
his Normal Retirement Age; (ii) ten (10) Plan Years have elapsed from the time
the Participant commenced participation in the Plan; or (iii) the Participant
terminates his service with the Employer. Further, a Participant's benefits
shall commence not later than April 1 of the calendar year following the
calendar year in which he attains age seventy and one half (70 1/2).

         10.7     MANNER OF BENEFIT DISTRIBUTION.

                  (a)     Except as otherwise provided herein, all
distributions shall be made in a lump sum.   The distribution of a
Participant's Account pursuant to Sections 10.1 and 10.3, if the Account
exceeds or ever exceeded $3,500 shall be made in any of the following forms as
the Participant in his sole discretion shall select:

                          (1)     an immediate lump sum;





                                       33
<PAGE>   39
                          (2)     a lump sum distribution payable as soon as
                                  practicable following the end of the calendar
                                  quarter during which the former Participant
                                  attains age 60; or

                          (3)     quarterly installments of $300 or more over a
                                  period of up to two years as determined by
                                  the Participant.

         Elections to defer distribution pursuant to (a) (2) above are final
and may not be modified.  Installment distribution elections pursuant  to  (a)
(3) above  may  be  modified  to  accelerate distributions at the option of the
Participant.  If a Participant's Account is to be distributed in other than a
lump sum, the amount to be distributed each year must be at least an amount
equal to the quotient obtained by dividing the Participant's entire interest by
the life expectancy of the Participant or joint and last survivor expectancy of
the Participant and his beneficiary. Life expectancy and joint and last
survivor expectancy are computed by the use of the return multiples contained
in Section 1.72-9 of the income tax regulations. Further, if the Participant's
spouse is not the beneficiary, the method of distribution selected must assure
that more than 50 percent of the present value of the amount available for
distribution is paid within the life expectancy of the Participant.

                  (b)     If a Participant's Account exceeds or ever exceeded
$200, in lieu of receiving a distribution as provided in Subsection 10.7(a), a
Participant shall have the option of electing to have all or a part of that
portion of such distribution as is an "eligible rollover distribution" and
which, but for the transfer, would be includible in the Participant's gross
income, paid directly to an "eligible retirement plan" if such Participant
specifies the "eligible retirement plan" to which such distribution is to be
paid in accordance with such rules and regulations as the Trustee shall adopt.
For purposes of this Section, an "eligible rollover distribution" has the
meaning given such term by Code Section 402(f)(2)(A) and an "eligible
retirement plan" has the meaning given such term by Code Section 402(c)(8)(B),
except that a qualified trust shall be considered an eligible retirement plan
only if it is a defined contribution plan, the terms of which permit the
acceptance of transfers.

                  (c)     Installment distributions shall be made in cash and
charged against the value of the withdrawing Participant's subaccount in each
of the Investment Funds proportionately.  Such installments shall be taken from
the Participant's Account in the following order:





                                       34
<PAGE>   40
                          (1)     Tax Deferred Account (including rollovers);

                          (2)     Pre-1987 After-Tax Account;

                          (3)     Post-1986 After-Tax Account;

                          (4)     Company Match Account; and

                          (5)     Discretionary Contribution Account.

                  Lump sum distributions will be made in cash; provided,
however, Participants who elect immediate lump sum distributions pursuant to
(a)(1) above whose Accounts are invested in the Western National Stock Fund at
the time distribution is to commence may elect to receive cash or the number of
shares equal to the value of the selected Investment Fund.  The minimum number
of shares that can be elected from either of the above Funds is 50.  For
purposes of determining the number of shares to distribute, the shares shall be
valued on the last day of the calendar quarter ending immediately prior to the
calendar quarter in which distribution is to be made.

         10.8     MANNER OF DISTRIBUTION AND TIMING OF DEATH DISTRIBUTIONS.
The distribution of a deceased Participant's Account will be made as soon as
possible after the end of the calendar quarter during which the benefits become
due if the deceased Participant's Account is not and never was in excess of
$3,500.  If the deceased Participant's Account exceeds or ever exceeded $3,500,
distribution shall be made as soon as practicable after the end of the calendar
quarter during which the beneficiary requests distribution. Payments will be
made in a lump sum; provided, however, notwithstanding anything herein to the
contrary, if the distribution of a Participant's Account has begun pursuant to
Section 10.7(a) (3) and the Participant dies after the required commencement
date under Section 10.6 but before the Participant's entire Account has been
distributed, the remaining portion of the Participant's Account shall be
distributed at least as rapidly as under the method in effect on the date of
the Participant's death.

                  If a Participant dies before he receives distribution of his
accounts, the Participant's Account shall be distributed within 5 years after
the date of the Participant's death.  If the Participant designates his
surviving spouse as his beneficiary, however, the distribution need not be made
earlier than the date on which the Participant would have attained age 70 1/2.
If the surviving spouse dies before distribution is made, this Section 10.8
shall be applied as if the surviving spouse was the Participant.





                                       35
<PAGE>   41
         10.9     LIMITATION ON BENEFITS AND DISTRIBUTIONS.  All rights and
benefits, including elections, provided to a Participant in this Plan shall be
subject to the rights afforded to any "alternate payee" under a "qualified
domestic relations order" as those terms are defined in Code Section 414(p).

         10.10    DISTRIBUTIONS PAYABLE TO INCOMPETENTS.  If any person
entitled to distribution payments hereunder shall be under a legal disability
or, in the sole judgment of the Administrator shall otherwise be unable to
apply such payments to his own best interest and advantage, the Administrator
in the exercise of his discretion, may direct all or any portion of such
payments to be made in any one or more of the following ways:

                  (a)     Directly to such person;

                  (b)     To his legal guardian or conservator; or

                  (c)     To his spouse or to any other person, to be expended
for his benefit.

                  The decision of the Administrator will, in each case, be
final and binding upon all persons, and the Administrator shall not be obliged
to see to the proper application or expenditure of any payment so made.
Subject to the claims review provisions of Section 13.2, any payment made
pursuant to the power herein conferred upon the Administrator shall operate as
a complete discharge of all obligations under the Plan as to such payments.

         10.11    DISTRIBUTION OF BEFORE-TAX DEPOSITS.  Except as otherwise
provided in Section 6.4, in no event may a Participant's before-tax deposits be
distributed earlier than:

                  (a)     a Participant's separation from service, death, or
disability.

                  (b)     termination of the Plan without establishment of a
successor plan;

                  (c)     the date of the sale by the Employer of substantially
all the assets (within the meaning of section 409(d)(2) of the Code) used by
the Employer in a trade or business of the Employer with respect to an Employee
who continues employment with the corporation acquiring such assets.

                  (d)     the date of the sale by the Employer of the
Employer's interest in a subsidiary (within the meaning of section





                                       36
<PAGE>   42
409(d)(3) with respect to an Employee who continues employment with such
subsidiary; or

         (e)      the attainment of age 59 1/2.

                                   ARTICLE 11
                                NONASSIGNABILITY

         It is a condition of the Plan to which all rights of any person shall
be subject, that payments hereunder shall be made only to those persons
entitled thereto under the terms of this Plan, and no right or interest in the
Plan or Trust shall be transferable or assignable; such right or interest may
not be anticipated, charged or encumbered, and shall not be subject to or
reached by any legal or equitable process (including execution, garnishment,
attachment, pledge or bankruptcy) in satisfaction of any debt, liability, or
obligation  prior  to  its  receipt;  provided,  however,  that notwithstanding
any provisions of the Plan or Trust to the contrary, compliance with a domestic
relations order of a court of competent jurisdiction which the Administrator
finds to be a "qualified domestic relations order" within the meaning of the
Code shall not be prohibited hereunder and shall satisfy all provisions of the
Plan and Trust.

                                   ARTICLE 12
                                TRUST AGREEMENT

         The Company has entered into the Trust with the Trustee establishing a
Trust to fund and implement the Plan.  The Trust shall be deemed to form a part
of the Plan and any and all rights and benefits which may accrue to any person
under the Plan shall be subject to all of the terms and provisions thereof.

                                   ARTICLE 13
                         MANAGEMENT AND ADMINISTRATION

         13.1     ADMINISTRATOR  The Company shall be the Administrator of the
Plan.  The Administrator, and its delegates, shall have full power and
authority, within the limits of the Plan, to supervise the operation and
administration of the Plan.   The Administrator,  and its delegatees,  shall
from time to time establish rules for the administration of the Plan including
the establishment of procedures for making claims and appealing decisions under
the Plan.  The Administrator, and its delegatees, shall have the exclusive and
final right to interpret the Plan, and decide any matters arising hereunder in
the administration and the operation of the Plan, in its complete discretion,
and any interpretations or decisions so made will be conclusive and binding on
any persons





                                       37
<PAGE>   43
having an interest in the Plan.  The Company shall be deemed to be the "named
fiduciary" under the Plan within the meaning of ERISA, and the Administrator
shall be deemed to be the "named plan administrator."

         13.2     CLAIMS REVIEW PROCEDURE. A Participant or beneficiary shall
make all claims for benefits under the Plan in writing addressed to the
Administrator at the address of the Administrator. Each claim shall be reviewed
by the Administrator within a reasonable time after it is submitted, but in no
event longer than 90 days after it is received by the Administrator.  If a
claim is wholly or partially denied, the claimant shall be sent written notice
of such fact within 14 days of the denial.  The denial notice, which shall be
written in a manner calculated to be understood by the claimant, shall contain
(a) the specific reason or reasons for the denial, (b) specific reference to
pertinent Plan provisions on which the denial is based, (c) a description of
any additional material information necessary for the claimant to perfect his
claim and an explanation of why such material or information is necessary, and
(d) an explanation of the Plan's claim review procedure.

                  Within 60 days after receipt by the claimant of written
notice of the denial, the claimant or his duly authorized representative may
appeal such denial by filing a written application for review with the Company.
Such application shall be addressed to the Company and may include a statement
of the issues and other comments. Each such application shall state the grounds
upon which the claimant seeks to have the claim reviewed. The claimant or his
representative shall have access to all pertinent documents relative to the
claim for the purpose of preparing the application. The individual or
individuals appointed by the Company shall then review the decision and notify
the claimant in writing of the results of the redetermination within 60 days of
receipt of the application for review, which decision shall be in writing,
written in a manner calculated to be understood by the claimant and include
specific reasons for the decision and specific reference to the pertinent Plan
provisions on which the decision is based.  The 60 day period for the decision
of the individual or individuals appointed by the Company may be extended if
specific circumstances require an extension of time for processing, in which
case the decision shall be rendered as soon as possible, but no later than 120
days after receipt of the application for review.

         13.3     DELEGATION.  The Administrator shall have the right, from
time to time, to delegate in writing to any person or persons, subject to such
terms, conditions and restrictions as they may prescribe, such of its rights,
powers, authorities, discretions and





                                       38
<PAGE>   44
duties hereunder, except those dealing with interpretation of the provisions of
the Plan, as it shall determine; and all actions taken by any such person or
persons pursuant to and in accordance with any such delegations shall be
effective and binding upon all parties to the same extent as though taken by
the Administrator.

         13.4     EXPENSES OF ADMINISTRATION. All expenses and liabilities
incurred in connection with the administration of the Plan may be paid by the
Employer, but if not so paid shall be paid from the Trust.

                                   ARTICLE 14
                          COMPANY AND EMPLOYER RIGHTS

         14.1     COMPANY'S INTEREST IN TRUST. The Trust and Plan hereby
created shall be maintained for the exclusive benefit of Participants and their
beneficiaries, and is intended to qualify under Code Sections 401(a) and 501(a)
and under ERISA, as amended from time to time.  In no event shall the Company
or any other employer have any right, claim, or beneficial or reversionary
interest in any Trust assets, and the Trustee shall make no payment or other
distribution to the Company or any other employer except to repay loans made by
the Company to the Trust and interest thereon, or taxes which the Company or
any other employer is obligated to withhold and remit to tax collecting
agencies and to return to the Company or any other employer a contribution made
by a mistake of facts within one year of such contribution; but nothing
contained in the Trust agreement shall be construed to impair the Company's
right to see to the proper administration of the Trust in accordance with Plan
provisions.

         14.2     INSPECTION OF RECORDS.  The Company shall have the right to
have the books, accounts and records of the Trustee examined at any time, or
from time to time, by such accountants, attorneys, agents or employees as the
Company may select, and to make such copies of, or extracts from, such books,
accounts and records as the Company desires.  The cost of such examination and
report shall be paid by the Company.

         14.3     AMENDMENT.  The Company alone reserves the right by action of
the Board to amend the Plan at any time, and from time to time, except that no
amendment shall be made to the Plan which reduces a Participants' accrued
benefit.  The Company shall promptly notify the Trustee of any amendment.
However, the Trustee's duties and responsibilities may not be increased without
their consent, and no such amendment shall vest in the Company or any other
employer any right, title or interest in and to Trust assets, divest
Participants or their beneficiaries of any vested





                                       39
<PAGE>   45
rights in their accounts, or allow any part of Trust assets to be used for, or
diverted to, purposes other than for the exclusive benefit of Participants and
their beneficiaries within the meaning of the Code and ERISA, as amended from
time to time, except to the extent necessary to conform the Plan and Trust to
the requirements of any applicable future legislation, regulation or other rule
of law.

         14.4     EMPLOYMENT RIGHTS. This Plan shall not be construed to create
a contract of employment between an Employer and any Participant, to create a
right in any Participant to be continued in employment, or to limit an
Employer's right to discharge any Participant with or without cause.

         14.5     COMPANY AND EMPLOYER LIABILITY.  Neither the Company nor any
other Employer does in any manner guarantee that the Trust will not sustain
losses, that Trust assets will not depreciate or that the value of the Trust
may not otherwise be reduced.

                                   ARTICLE 15
                            PARTICIPATING EMPLOYERS

         15.1     ADOPTION BY OTHER EMPLOYERS. Notwithstanding anything herein
to the contrary, with the consent of the Company, any other corporation or
entity, whether an Affiliate or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed separate document or by executing this
document evidencing said intent and will of such Participating Employer.

         15.2     REQUIREMENTS OF PARTICIPATION EMPLOYERS.

                  (a)     Each such Participating Employer shall be required to
use the same Trustee as provided in this Plan.

                  (b)     The Trustee may, but shall not be required to,
commingle, hold and invest as one Trust all contributions made by the Company
and Participating Employers, as well as all increments thereof.

                  (c)     The transfer of any Participant from or to an
Employer participating in this Plan, whether he be an Employee of the Company
or a Participating Employer, shall not affect such Participant's rights under
the Plan, and all amounts credited to such Participant's Account as well as his
accumulated service time with the transferor or predecessor, and his length of
participation in the Plan, shall continue to his credit.





                                       40
<PAGE>   46
                  (d)     All rights and values forfeited by termination of
employment shall inure only to the benefit of the Employee-Participants of the
Participating Employer by which the forfeiting Participant was employed, except
if the forfeiture is for an Employee whose Employer is a member of an
affiliated or controlled group,  then  said  forfeiture  shall be allocated,
based on Compensation to all Participant's Accounts or Participating Employer
who are members of the affiliated or controlled group. Should an Employee of
one ("First") Employer be transferred to anassociated ("Second") Employer (the
Employer, an affiliate or subsidiary), such transfer shall not cause his
Account balance (generated while an Employee of "First" Employer) in any manner
or by any amount to be forfeited. Such Employee's Participant Account balance
for all purposes of the Plan, including length of service, shall be considered
as though he had always been employed by the "Second" Employer and as such had
received contributions, forfeitures, earnings or losses, and appreciation or
depreciation in value of assets totaling amount so transferred.

                  (e)     Any expenses of the Trust which are to be paid by the
Employer or borne by the Trust shall be paid by each Participating Employer in
the same proportion that the total amount standing to the credit of all
Participants employed by such Employer bears to the total amount standing to
the credit of all Participants.

         15.3     DESIGNATION OF AGENT.  Each Participating Employer shall be
deemed to be a part of this Plan; provided, however, that with respect to all
of its relations with the Trustee and Administrator for the purpose of this
Plan, each Participating Employer shall be deemed to have designated
irrevocably the Company as its agent. Unless the context of the Plan clearly
indicates the contrary, the word "Employer" shall be deemed to include each
Participating Employer as related to its adoption of the Plan.

         15.4     EMPLOYEE TRANSFERS. It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved shall carry with him his accumulated service
and eligibility.  No such transfer shall effect a termination of employment
hereunder, and the Participating Employer to which the Employee is transferred
shall thereupon become obligated hereunder with respect to such Employee in the
same manner as was the Participating Employer from whom the Employee was
transferred.

         15.5     PARTICIPATING EMPLOYER'S CONTRIBUTION.  All contributions
made by a Participating Employer, as provided for in this Plan, shall be
determined separately by each Participating





                                       41
<PAGE>   47
Employer, and shall be paid to and held by the Trustee for the exclusive
benefit of the Employees of such Participating Employer and the beneficiaries
of such Employees, subject to all the terms and conditions of this Plan.  Any
forfeiture by an Employee of a Participating Employer subject to allocation
during each Plan Year shall be allocated only for the exclusive benefit of the
Participants of such Participating Employer in accordance with the provisions
of this Plan. On the basis of the information furnished by the Administrator,
the Trustee shall keep separate books and records concerning the affairs of
each Participating Employer hereunder and as to the accounts and credits of the
Employees of each participating Employer.   The Trustee may, but need not,
register  contracts  so  as  to  evidence  that  a  particular Participating
Employer is the interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another, the employing Employer
shall immediately notify the Trustee thereof.

         15.6     DISCONTINUANCE OF PARTICIPATION.  Any Participating Employer
shall be permitted to discontinue or revoke its participation in the Plan.  At
the time of any such discontinuance or revocation, satisfactory evidence
thereof and of any applicable conditions imposed shall be delivered to the
Trustee. The Trustee shall thereafter transfer, deliver and assign contracts
and other Trust assets allocable to the Participants of such Participating
Employer to such new Trustee as shall have been designated by such
Participating Employer, in the event that it has established a separate pension
plan for its Employees.  If no successor is designated, the Trustee shall
retain such assets for the employees of said Participating Employer. In no such
event shall any part of the corpus or income of the Trust as it relates to such
Participating Employer be used for or diverted for purposes other than  for the
exclusive benefit  of  the  Employees  of  such Participating Employer.

         15.7     ADMINISTRATOR'S AUTHORITY.  The Administrator shall have
authority to make any and all necessary rules or regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.

         15.8     PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE.  If any
Participating Employer is prevented in whole or in part from making a
contribution to the Trust which it would otherwise have made under the Plan by
reason of having no current or accumulated earnings or profits, or because such
earnings or profits are less than the contribution which it would otherwise
have made, then, pursuant to Code Section 404(a)(3)(B), so much of the
contribution which such Participating Employer was so prevented from making may





                                       42
<PAGE>   48
be made, for the benefit of the participating employees of such Participating
Employer, by the other Participating Employers who are members of the same
affiliated group within the meaning of Code Section 1504 to the extent of their
current or accumulated earnings or profits, except that such contribution by
each such other Participating Employer shall be limited to the proportion of
its total accumulated earnings or profits remaining after adjustment for its
contribution of the Plan made without regard to this paragraph which the total
prevented contribution bears to the current and accumulated earning or profits
of all the Participating Employers remaining after adjustment for all
contributions made to the Plan, without regard to this paragraph.

                  A Participating Employer on behalf of whose employees a
contribution is made under this paragraph shall not reimburse the contributing
Participating Employers.

                                   ARTICLE 16
                           CONDITION OF QUALIFICATION

         This Plan is established and contributions thereto are made on the
condition that it shall be approved and qualified by the Internal Revenue
Service as meeting the requirements of the Internal Revenue Code and
Regulations issued thereunder with respect to employee benefit plans.  If it is
determined by the Internal Revenue Service that this Plan is not so approved
and qualified and if this Plan is not amended so as to be approved and
qualified or if the Company elects to litigate the issue of qualification and
if it is finally determined that this Plan is not qualified or if the Company
abandons the litigation, then at the Company's election the interest of all
then living Participants and beneficiaries under this Plan shall cease and
terminate to the same extent as though this Plan had not been executed and the
Trustees shall pay to the Company all amounts in the Trust less the costs and
expenses of the Trust.

                                   ARTICLE 17
                                  TERMINATION

         17.1     EVENT OF TERMINATION.  The Company alone reserves the right
to terminate the Plan and Trust by giving written notice to the Trustee at any
time, in which event there shall be no Employer duty to make contributions to
the Trust for the year in which such notice is given.  A permanent
discontinuance of Employer contributions shall constitute a termination of the
Plan as to the Employees of the Employer.  However, the Employer reserves the
right to suspend its contribution for any year, without terminating





                                       43
<PAGE>   49
the Plan, by providing written notice to the Trustee not less than thirty days
prior to the beginning of such year.

         17.2     EFFECT OF TERMINATION. Upon the termination or partial
termination of the Plan and Trust, each Participant affected by such
termination or partial termination or his beneficiary or beneficiaries, as to
the case may be, shall be entitled to 100% of his account, determined on the
termination date as if it were a Valuation Date.  Distribution, in the event of
a termination or partial termination of the Plan, shall be made by the Trustee
in one sum or in substantially equal installments during a period not exceeding
one year following such termination.  In the case of complete termination, when
all Trust assets have been distributed, the Trustee shall be discharged, but
the Trust shall nevertheless continue as a legal entity during the period for
the purpose of distributing all property to the persons entitled thereto.

                                   ARTICLE 18
                     TRANSFERS, MERGERS AND CONSOLIDATIONS

         The Plan may not merge or consolidate with, or transfer its assets or
liabilities to, any other plan unless each Participant would (if the Plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer
(if the Plan had then terminated).

                                   ARTICLE 19
                                   SUCCESSORS

         This Plan shall be binding upon all persons entitled to distributions
hereunder, their respective heirs, next-of-kin and legal representatives; and
upon the Employer, its successors and assigns.

                                   ARTICLE 20
                          INTERPRETATION OF AGREEMENT

         20. 1  INTERPRETATION OF PLAN.  The Administrator may, from time to
time, adopt resolutions for carrying out the purposes of the Plan.  All
questions of interpretation of the Plan, or amendments thereto, or the
resolutions pertaining thereto, or relating to any matter of accounting,
values, profits or any other matters or differences which may arise, shall be
determined solely by the Administrator, and except as otherwise provided in
Section 14.1, the decisions of the Administrator shall be final and conclusive
upon all Participants and their beneficiaries hereunder.





                                       44
<PAGE>   50
         20.2     FORMS.  The Administrator may prescribe or provide for
appropriate forms to be used by Participants of the Plan.

         20.3     APPLICABLE LAW.  Since the Company's principal office and the
Administrator's domicile are in the State of Texas and since it is contemplated
that the situs of administration of the Plan will continue in such State, all
rights under the Plan shall be governed, construed and administered in
accordance with the laws of the State of Texas to the extent such law is not
superseded by ERISA.


                                               WESTERN NATIONAL CORPORATION


                                               By:  /s/ Richard W. Scott     
                                                  ------------------------------
                                                  Its:  Richard W. Scott
                                                        Executive Vice President

ATTEST:


/s/ Dwight L. Cramer
--------------------
    Dwight L. Cramer
    Secretary





                                       45
<PAGE>   51
                                   APPENDIX I

                              TOP-HEAVY PROVISIONS


         (I)      TOP-HEAVY PROVISIONS.  If the Plan is or becomes a Top-Heavy
Plan in any Plan Year, the provisions of this Appendix I will supersede any
conflicting provisions in the Plan.

         (II)     DEFINITIONS OF TERMS.  For purposes of this Appendix I, the
following words and terms shall have the respective meanings hereinafter set
forth unless a different meaning is clearly required by context.

                  (a)     DETERMINATION DATE.  For any Plan Year subsequent to
the first Plan Year, the last day of the preceding Plan Year. For the first
Plan Year of the Plan, the last day of that year.

                  (b)     DETERMINATION PERIOD.  The Plan Year containing the
determination Date and the four preceding Plan Years.

                  (c)     KEY EMPLOYEE.  Any Employee or former Employee (and
the Beneficiaries of such Employee) who at any time during the Determination
Period was:

                          (1)     An officer of the Employer or its Affiliates
whose annual Compensation is greater than fifty percent (50%) of the amount in
effect under Code Section 415(b)(1)(A) for such Plan Year; provided, however,
that no more than the lesser of:

                                  (A)      50 Employees, or

                                  (B)      the greater of (i) three (3)
Employees or (ii) ten percent (10%) of all Employees, shall be treated as
officers, and such officers shall be those with the highest annual Compensation
in the five-year period.

                          (2)     An owner (or considered an owner under
Section 318 of the Internal Revenue Code) of one of the ten largest interests
in the Employer if such individual's Compensation exceeds the dollar limitation
under Section 415(c)(1)(A) of the Internal Revenue Code (if two (2) Employees
have the same interest in the Employer, the Employee having greater annual
Compensation shall be treated as having a larger interest);

                          (3)     A five percent (5%) owner of the Employer; or





                                       46
<PAGE>   52
                          (4)     A one percent (1%) owner of the Employer who
has an annual Compensation of more than One Hundred Fifty Thousand Dollars
($150,000).

                                  The determination of who is a Key Employee
will be made in accordance with Section 416(i)(1) of the Internal Revenue Code
and the regulations thereunder.

                  (d)     NON-KEY EMPLOYEE.  An Employee who is not a Key
Employee.

                  (e)     PERMISSIVE AGGREGATION GROUP.  The Required
Aggregation Group of plans plus any other plan or plans of the Employer which,
when considered as a group with the Required Aggregation Group, would continue
to satisfy the requirements of Sections 401(a)(4) and 410 of the Internal
Revenue Code.

                  (f)     PRESENT VALUE OF ACCRUED BENEFITS. Present Value of
Accrued Benefits shall be based on the interest and mortality rates specified
in the defined benefit plan for determining the top-heavy status of the Plan.
If the defined benefit plan does not specifically provide for this
determination, the Present Value of Accrued Benefits shall be based on 5%
interest per annum and, on the 1984 Unisex Pension mortality tables.

                  (g)     REQUIRED AGGREGATION GROUP.

                          (1)     Each Qualified Plan of the Employer in which
at least one Key Employee participates; and

                          (2)     Any other Qualified Plan of the Employer
which enables a plan described in (1) to meet the requirements of Section
401(a)(4) and 410 of the Internal Revenue Code.

                  (h)     TOP-HEAVY PLAN. This Plan is a Top-Heavy Plan if any
of the following conditions exist:

                          (1)     If the Top-Heavy Ratio for this Plan exceeds
sixty percent (60%) and this Plan is not part of any Required Aggregation of
Group or Permissive Aggregation Group of plans;

                          (2)     If this Plan is a part of a Required Aggre-
gation Group of plans (but which is not part of a Permissive Aggregation Group)
and the Top-Heavy Ratio for the group of plans exceeds sixty percent (60%); or

                          (3)     If this Plan is a part of a Required
Aggregation Group of plans and part of a Permissive Aggregation Group





                                       47
<PAGE>   53
and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds sixty
percent (60%).

                  (i)     TOP-HEAVY RATIO:

                          (1)     If the Employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and the
Employer has never maintained any defined benefit plan which has covered or
could cover a Participant in this Plan, the Top-Heavy Ratio is a fraction, the
numerator of which is the sum of the Accounts of all Key Employees as of the
Determination Date (including any part of any account distributed in the five-
year period ending on the Determination Date and any amount distributed in the
five-year period ending on the Determination Date from a terminated plan which,
if it has not been terminated, would have been part  of a Required Aggregation
Group),  and the denominator of which is the sum of all Accounts (including any
part of any Account distributed in the five-year period ending on the
Determination Date) of all Participants as of the Determination Date.  However,
if an individual has not been an Employee with respect to the Plan and has not
received Compensation from the Employer during the five-year period ending on
the Determination Date, the Account of that individual shall be disregarded.
Both the numerator and denominator of the Top-Heavy Ratio are adjusted to
reflect any contribution which is due but unpaid as of the Determination Date.

                          (2)     If the Employer maintains one or more defined
contribution plans (including any Simplified Employee Pension Plan) and the
Employer maintains or has maintained one nor more defined benefit plans which
have covered or could cover a Participant in this Plan, the Top-Heavy Ratio is
a fraction, the numerator of which is the sum of Accounts under the defined
contribution plans for all Key Employees and the Present Value of Accrued
Benefits under the defined benefit plans for all Key Employees, and the
denominator of which is the sum of the Accounts under the defined contribution
plans for all Participants and the Present Value of Accrued Benefits under the
defined benefit plans for all Participants.  Both the numerator and denominator
of the Top-Heavy Ratio are adjusted for any distribution of an Account or an
Accrued Benefit made in the five-year period ending on the Determination





                                       48
<PAGE>   54
Date and any contribution due but unpaid as of the Determination Date, and any
amount distributed in the five-year period ending on the Determination Date
from a terminated plan which, if it had not been terminated, would have been
part of a Required Aggregation Group.  However, if an individual has not been
an Employee with respect to the Plan and has not received Compensation from the
Employer during the five-year period ending on the Determination Date, the
Account and the Accrued Benefit of that individual shall be disregarded.

                          (3)     For purposes of (1) and (2) above, the value
of Accounts and the Present Value of Accrued Benefits will be determined as of
the most recent Valuation Date that falls within or ends with the twelve-
monthly period ending on the Determination Date.  The Accounts and Accrued
Benefits of a Participant who is not a Key Employee but who was a Key Employee
in a prior year will be disregarded.  The calculation of the Top-Heavy Ratio,
and the extent to which Distributions, Rollovers, and Transfers are taken into
account will be made in accordance with Section 416 of the Internal Revenue
Code and the regulations thereunder.  Deductible Employee Contributions will
not be taken into account for purposes of computing the Top-Heavy Ratio.  When
aggregating plans, the value of Accounts and Present Value of Accrued Benefits
will be calculated with reference to the Determination Dates that fall within
the same calendar year.

         (III) MINIMUM VESTING SCHEDULE.  For any Plan Year in which this is a
Top-Heavy Plan, the following vesting schedule shall apply:





                                       49
<PAGE>   55
<TABLE>
<CAPTION>
                     Years of                               Vested Percentage
                     Service                                 (Nonforfeitable)
                     -------                                 ----------------
                       <S>                                        <C>
                       0-1                                          0%
                       2                                           20%
                       3                                           40%
                       4                                           60%
                       5                                           80%
                       6 or more                                  100%
</TABLE>

                 The minimum vesting schedule applies to all accounts within
the meaning of Section 411(a)(7) of the Internal Revenue Code except those
attributable to Employee contributions, including allocations credited before
the Effective Date of Section 416 and allocations credited before the Plan
became a Top-Heavy Plan. Further, no reduction in vested Accounts may occur in
the event the Plan's status as a Top-Heavy Plan changes for any Plan Year.
However, this section does not apply to the Account of any Employee who does
not have an Hour-of-Service after the Plan has initially become a Top-Heavy
Plan and such Employee's Account attributable to Employer contributions will be
determined without regard to this section.

                 If the vesting schedule under the Plan shifts in or out of the
above schedule for any Plan Year because of a change in Top-Heavy Plan status,
such shift is an amendment to the vesting schedule and the election below
applies:

                 (a)      If the vesting schedule under this Plan is amended,
each Participant who has completed at least three (3) years of Credited Service
may elect, during the election period specified in Section III(b), to have the
vested percentage of his or her Account determined without regard to such
amendment.

                 (b)      For the purpose of Section III(a), the election
period shall begin as of the date on which the amendment changing the vesting
schedule is adopted, and shall end on the latest of the following dates:

                          (1)     The date occurring sixty (60) days after the
Plan amendment is adopted; or

                          (2)     The date which is sixty (60) days after the
day on which the Plan amendment becomes effective; or

                          (3)     The date which is sixty (60) days after the
day the Participant is issued written notice of the Plan amendment by the Plan
Administrator; or





                                       50
<PAGE>   56
                          (4)     Such later date as may be specified by the
Plan Administrator.

                 The election provided for in this Section III shall be made in
writing and shall be irrevocable when made.

                 For the purposes of Section III and IV, years of Credited
Service shall not include:

                 (a)      years of Credited Service before age 18; or

                 (b)      years of Credited Service during which the Employer
did not maintain the Plan or a predecessor plan.

         (IV)    CHANGE IN TOP-HEAVY STATUS.  If the Plan becomes a Top-Heavy
Plan and subsequently ceases to be a Top-Heavy Plan, the vesting schedule in
Section III shall continue to apply in determining the vested percentage of any
Participant who had at least three (3) years of Credited Service as of the last
day of the last Plan Year during which the Plan is a Top-Heavy Plan.

                 For Participants with less than three (3) years of Credited
Service, the schedule in Section III shall apply only to their Accounts as of
the last day of the last Plan Year during which the Plan is a Top-Heavy Plan.

         (V)     MAXIMUM BENEFIT EXCEPTION.  Notwithstanding anything herein to
the contrary, in any Plan Year in which a Non-Key Employee is a Participant in
a Plan that is Top-Heavy, the minimum contribution benefit shall be made in
accordance with the provisions of Code Section 416(c)(2).

         (VI)    NONDUPLICATION OF TOP-HEAVY MINIMUM BENEFITS.  Not-
withstanding anything herein to the contrary, in any Plan Year in which a Non-
Key Employee is a Participant in both this Plan and a defined benefit plan, and
both such plans are Top-Heavy Plans, the Employer shall not be required to
provide a Non-Key Employee with both  the  full  separate  minimum  defined
contribution  plan allocations and the full separate defined benefit plan
benefit. Therefore, the Employer may satisfy the minimum benefit requirement of
Internal Revenue Code Section 416(c)(1)(E) for the Non-Key Employee by
providing any combination of benefits and/or contributions that satisfy any one
of the four safe harbor rules of Regulation 1.416-l(m-12)





                                       51
<PAGE>   57
         (VII)   MINIMUM BENEFIT.

                 (a)      Except as otherwise provided in (c) and (d) below,
the Employer contributions and forfeitures allocated on behalf of any
Participant who is a Non-Key Employee shall not be less than the lesser of
three percent (3%) of such Participant's Compensation or in the case where the
Employer has no defined benefit plan which designates this Plan to satisfy
Section 401 of the Code, the largest percentage of Employer contributions and
forfeitures, as a percentage of the first $200,000 (adjusted as permitted under
Code Section 415(d)) of the Key Employee's Compensation, allocated on behalf of
any Key Employee for that Plan Year.  The minimum allocation is determined
without regard to any social security contribution.  This minimum allocation
shall be made even though, under other Plan provisions, the Participant would
not otherwise be entitled to receive an allocation, or would have received a
lesser allocation for the Plan Year because of (i) the Participant's failure to
complete 1,000 Hours of Service, or (ii) the  Participant's failure to make
mandatory Employee contributions to the Plan, or (iii) Compensation less than a
stated amount.

                 (b)      For purposes of computing the minimum allocation,
Compensation will mean compensation as defined in Regulation Section 1.416-1.

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

                 (d)      The provision in (a) above shall not apply to any
Participant to the extent the Participant is covered under any other plan or
plans of the Employer and the Employer has provided in such other plan or plans
that the minimum allocation or benefit requirement applicable to top-heavy
plans will be met in the other plan or plans.





                                       52
<PAGE>   58
                    AMENDMENT NO. 1 TO THE WESTERNSAVE PLAN



         This Amendment No. 1 to the WesternSave Plan is made this 8th day of
August, 1994 by Western National Corporation (the "Employer").

                                R E C I T A L S

         Effective April 1, 1994, the Employer adopted the WesternSave Plan
(the "Plan"), intending that it comply with the applicable provisions of the
Internal Revenue code.  The Employer, pursuant to the powers reserved to it in
the Plan hereby adopts this Amendment No. 1 to the Plan effective April 1,
1994.

                                   AMENDMENT

         1.      Section 2.1(f) of the Plan is hereby amended by adding the
following paragraphs to the end thereof to read as follows:

                 In addition to other applicable limitations set forth in the
         Plan, and notwithstanding any other provision of the Plan to the
         contrary, for Plan Years beginning on or after January 1, 1994, the
         annual compensation of each Employee taken into account under the Plan
         shall not exceed the SBRA '93 annual compensation limit.  The SBRA '93
         annual compensation limit is $150,000, as adjusted by the Commissioner
         for increases in the cost-of-living in accordance with Code Section
         401(a)(17)(B).  The cost-of-living adjustment in effect for a calendar
         year applies to any period, not exceeding 12 months, over which
         compensation is determined (determination period) beginning in such
         calendar year.

         2.      Section 10.7 of the Plan is hereby amended by adding a new
subsection 10.7(c) to immediately follow subsection 10.7(b) to read as follows:

                          (c)     Notwithstanding any provision of the Plan to
         the contrary that would otherwise limit a distributee's election under
         this subsection, a distributee may elect, at the time and in the
         manner prescribed by the Administrator, to have any portion of an
         eligible rollover distribution paid directly to an eligible retirement
         Plan specified by the distributee in





                                       1
<PAGE>   59
         a direct rollover.  For purposes of this subsection, the following
         terms shall have the following meaning:

                    (1)  ELIGIBLE ROLLOVER DISTRIBUTION.  An
         eligible rollover distribution is an distribution of all or any
         portion of the balance to the credit of the distributee, except that
         an eligible rollover distribution does not include:  any distribution
         that is one of a series of substantially equal periodic payments (not
         less frequently than annually) made for the life (or life expectancy)
         of the distributee or the joint lives (or joint life expectancies) of
         the distributee or the distributee's designated beneficiary, or for a
         specified period of ten years or more; any distribution to the extent
         such distribution is required under Code Section 401(a)(9); and the
         portion of any distribution that is not includible in gross income
         (determined without regard to the exclusion of net unrealized
         appreciation with respect to employer securities).

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

                                  (3) DISTRIBUTEE. A distributee includes an
         Employee or former Employee.  In addition, the Employee's or former
         Employee's surviving spouse and the Employee's or former Employee's
         spouse or former spouse who is the alternate payee under a qualified
         domestic relations order, as defined in Code Section 414(p), are
         distributee with regard to the interest of the spouse or former
         spouse.

                                  (4) DIRECT ROLLOVER. A direct rollover is a
         payment by the Plan to the eligible retirement Plan specified by the
         distributee.

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

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

                             (ii)  the Employee, after receiving the
         notice, affirmatively elect a distribution.





                                       2
<PAGE>   60
         3.      Section VII(a) of Appendix I of the Plan is hereby amended by
adding a new sentence immediately following the first sentence thereof to read
as follows:

                 Compensation may not exceed $150,000, as adjusted by the
                 Commissioner for increases in the cost-of-living in accordance
                 with Code Section 401(a)(17)(B).

         4.      In all other respects the Plan, as amended herein, is hereby
ratified and confirmed.

         IN WITNESS WHEREOF, Western National Corporation has caused this
agreement to be executed upon the signatures of its duly qualified officers who
have hereto set their hands as of the date first set forth above.




                                           WESTERN NATIONAL CORPORATION


ATTEST:

                                           By:     /s/  Michael J. Poulos       
                                                   -----------------------------
/s/ Dwight L. Cramer                               Michael J. Poulos, President
--------------------                                                           
Dwight L. Cramer, Secretary





                                       3
<PAGE>   61
                             AMENDMENT NO. 2 OF THE
                                WESTERNSAVE Plan



         This Amendment No. 2 to the WesternSave Plan is made this 8th day of
February, 1995 by Western National Corporation (the "Employer").

                                R E C I T A L S

         Effective April 1, 1994, the Employer adopted the WesternSave Plan
(the "Plan"), amended by an Amendment No. 1 effective April 1, 1994, intending
that it comply with the applicable provisions of the Internal Revenue Code.
The Employer, pursuant to the powers reserved to it in the Plan hereby adopts
this Amendment No. 2 to the Plan effective April 1, 1994.

                                   AMENDMENT

         1.      The first sentence of Section 2.1(i) of the Plan is hereby
amended to read as follows:

                 Any person who is employed by the Company, and any person who
                 is employed by any Participating Employer excluding any
                 independent contractor.

         2.      Section 3.1 of the Plan is hereby amended to read as follows:

                 3.1      PARTICIPATION.  Each Employee, other than an Employee
         who is included in a unit of employees covered by a collective
         bargaining agreement for whom retirement benefits were the subject of
         good faith bargaining unless the collective bargaining agreement
         provides for said individual's participation in this Plan, shall be
         eligible to become a Participant in the Plan on the first day of the
         calendar quarter immediately following the date he has completed six
         months of service or on the first day of any calendar quarter
         thereafter.  Eligible Employees shall become Participants in the Plan
         upon the first day of the calendar quarter immediately following
         completion of the enrollment application prescribed by the Plan
         Administrator.

                          For purposes of this Section 3.1, an Employee will be
         deemed to have completed six months of service if he is in the
         employment of the Employer on the day which is six months after his
         employment commencement date.

         Employment commencement date shall be the first day that the Employee
         is entitled to be credited with an Hour of Service.

         3.      Subsection 6.1(c) of the Plan is hereby amended by adding the
following sentence at the end thereof to read as follows:





                                       4
<PAGE>   62
                 Provided, however, for Plan Years beginning on or after
                 January 1, 1994, such compensation shall not exceed $150,000,
                 as adjusted by the Commissioner for increases in the
                 cost-of-living in accordance with Code Section 401(a)(17)(B).

         4.      Subsection 6.1(d) of the Plan is hereby amended to read as
follows:

                 (D)  REDUCTION IN ANNUAL ACCOUNT ADDITIONS.  If in any Plan
         Year a Participant's Annual Account Additions exceed the applicable
         limitation determined under Subsection (b) above, by reason of a
         reasonable error in estimating a Participant's compensation, as a
         result of the allocation of forfeitures, or under other limited facts
         and circumstances that the Commissioner finds justify the availability
         of the rules set forth in Regulation 1.415-6(b)(6), such excess
         (referred to herein as the "Annual Account Excess") shall be treated
         in the following manner:

                     (1)  The Participant's after-tax contributions, if any,
         under "any defined contribution plan" shall be refunded, up to the
         amount of the annual Account Excess.

                     (2)  If there is any remaining Annual Account Excess after
         the application of paragraph (1) above, the Participant's before-tax
         deposits and any Employer Matching Contributions relating thereto for
         that year shall be reduced proportionately, up to the remaining amount
         of the Annual Account Excess, and such before-tax deposits shall be
         returned to the Participant.

                     (3)  If there is any remaining Annual Account Excess after
         the application of paragraphs (1) and (2) above, the Participant's
         share of Employer or other Affiliate contributions allocated to the
         Participant under any other defined contribution plan for that year
         shall be reduced in accordance with such plan, up to the remaining
         amount of the Annual Account Excess.

                     (4)  Any reduction in such a Participant's allocation of
         Employer matching contributions under paragraph (2) above shall be
         deemed to be a forfeiture for such Plan Year and used to reduce
         Employer matching contributions.

         5.      The fourth paragraph of Section 6.4 is hereby amended to read
as follows:

                     The Administrator shall cause the amount of Excess
         Contributions (and income allocable thereto) attributable to each
         affected Participant to be returned to such Participant not later than
         the end of the Plan Year following the Plan Year as of which the
         Excess Contributions arose.  Any matching contributions which relate
         to any such returned before-tax deposits shall be





                                       5
<PAGE>   63
         forfeited.  Forfeitures of Excess Contributions shall be allocated in
         accordance with Section 5.3, however, no such forfeiture may be
         allocated to a Highly compensated Participant whose contributions are
         reduced pursuant to this Section 6.4.  The Administrator shall use its
         best efforts to cause the amount of Excess Contributions (and any
         income allocable thereto) attributable to each affected Participant to
         be returned to such Participant within two and one-half (2 1/2) months
         following the end of the Plan Year as of which the Excess
         Contributions arose.  The income allocable to the Excess Contributions
         of each affected Participant is equal to the sum of (a) the income
         allocable to the Account of the affected Participant for the
         applicable Plan Year, and (b) the income allocable to the Account of
         the affected Participant for the period between the end of the
         applicable Plan Year and the date of distribution with the sum of (a)
         and (b) being multiplied by a fraction.  The numerator of the fraction
         is the Excess Contribution attributable to each affected Participant
         and the denominator of the fraction is the closing balance (inclusive
         of any income), as of the end of the applicable Plan Year, of the
         Participant's Account containing the Excess Contributions.

         6.      The second paragraph of Section 6.6 of the Plan is hereby
deleted in its entirety and a new paragraph is hereby added to read as follows:

                 If it appears that there will be Excess Aggregate
         Contributions as of the end of any Plan Year, the Administrator shall
         inform the Employer.  The Employer, in its discretion, may make an
         additional matching Employer contribution which shall be allocated to
         the Accounts of all Participants who are not Highly Compensated
         Employees.  In lieu of making an additional matching Employer
         contribution, the Employer may make a supplemental contribution to be
         allocated to the Accounts  of all Non-Highly Compensated Participants.
         Any additional matching Employer contribution or supplemental
         contribution made shall first be allocated to the Participant who
         received the least amount of Compensation from the Employer during the
         Plan Year for which the additional matching Employer contribution or
         supplemental contribution is made, in an amount up to ten percent
         (10%) of such Participant's Compensation for such Plan Year.  In the
         event that the additional matching Employer contributions or
         supplemental contributions made on behalf of such Participant does not
         enable the Plan to pass the Actual Contribution Percentage test, then
         failsafe contributions will be allocated to the Participant with the
         next lowest Compensation for such Plan Year in an amount up to ten
         percent (10%) of such Participant's Compensation for such Plan Year.
         This allocation procedure will be repeated until the Actual
         Contribution Percentage test is satisfied.  The allocation of an
         additional matching Employer





                                       6
<PAGE>   64
         contribution or a supplemental contribution to the Participant Account
         of an affected Participant is subject to the Code Section 415 limits.
         If the Employer chooses to make an additional matching Employer
         contribution or a supplemental contribution in an amount less than
         that required to completely eliminate all Excess Aggregate
         Contributions, the remaining Excess Aggregate Contributions shall be
         disposed of in the manner hereinafter described.

         7.      Article 16 of the Plan is hereby amended to read as follows:

                                   ARTICLE 16
                           CONDITION OF QUALIFICATION

                 This Plan is established and contributions thereto are made on
         the condition that it shall be initially approved and qualified by the
         Internal Revenue Service as meeting the requirements of the Internal
         Revenue Code and Regulations issued thereunder with respect to
         employee benefit plans.  If it is determined by the Internal Revenue
         Service that this Plan is not so approved and initially qualified and
         if this Plan is not amended so as to be approved and initially
         qualified or if the Company elects to litigate the issue of initial
         qualification and if it is finally determined that this Plan is not
         initially qualified or if the Company abandons the litigation, then at
         the Company's election the interest of all then living Participants
         and beneficiaries under this Plan shall cease and terminate to the
         same extent as though this Plan had not been executed and the Trustee
         shall pay to the Company all amounts in the Trust less the costs and
         expenses of the Trust.

         8.      The first sentence of Section 17.2 of the Plan is hereby
amended to read as follows:

                 Except as otherwise provided in Section 10.11, upon the
                 termination or partial termination of the Plan and Trust, each
                 Participant affected by such termination or partial
                 termination or his beneficiary or beneficiaries, as the case
                 may be, shall be entitle to 100% of his account, determined on
                 the termination date as if it were a Valuation Date.

         9.      Subsection II(g)(2) of the Appendix I of the Plan is hereby
amended to read as follows:

                 (2)  Any other Qualified Plan of the Employer which is
         necessary to enable a plan described in (1) above to meet the
         requirements of Code Section 401(a)(4) or 410.

         10.     In all other respects the Plan, as amended herein, is hereby
ratified and confirmed.





                                       7
<PAGE>   65
         IN WITNESS WHEREOF, Western National Corporation has caused this
agreement to be executed upon the signatures of its duly qualified officers who
have hereto set their hands as of the date first set forth above.


                                           WESTERN NATIONAL CORPORATION

ATTEST:
                                           By:     /s/ Michael J. Poulos        
                                                   -----------------------------
/s/ Dwight L. Cramer                               Michael J. Poulos, President
-----------------------                                                        
Dwight L. Cramer, Secretary





                                       8
<PAGE>   66
                                                                  EXECUTION COPY

                             AMENDMENT NO. 3 TO THE
                                WESTERNSAVE PLAN


         WHEREAS, WESTERN NATIONAL CORPORATION (the "Company") has heretofore
adopted the WESTERNSAVE PLAN (the "Plan") for the benefit of its eligible
employees; and

         WHEREAS, the Company desires to amend the Plan in certain respects;

         NOW, THEREFORE, the Plan shall be amended as follows, effective as
herein provided:

I.       Effective as of January 1, 1994:

         1.      The following shall be added to the end of the first paragraph
of Section 2.1(f) of the Plan:

        "Further, for purposes of Section 4.1 only, Compensation shall not
         include any bonus payments."

         2.      The words "active and contributing to the Plan pursuant to
Section 4.1 on the last day of the Plan Year or who is on an authorized leave
of absence" shall be deleted in each place such words appear in Section 5.1 of
the Plan and the words "an Employee on the last day of the Plan Year" shall be
substituted therefor in each such place.

         3.      Section 9.4(a) of the Plan shall be deleted and the following
shall be substituted therefor:

                 "(a)             A loan may be requested only by (1) any
         Participant who is an Employee or (2) any Participant no longer
         employed by the Employer, a beneficiary of a deceased Participant or
         an alternate payee under a qualified domestic relations order, as that
         term is defined in Section 414(p)(8) of the Code, who retains an
         Account balance under the Plan and who is a party-in-interest, as that
         term is defined in section 3(14) of ERISA, as to the Plan.  An
         individual who is eligible to request a loan under this paragraph
         shall be hereinafter referred to as a `Participant' for purposes of
         this Section 9.4."

        4.       The following shall be added to the end of Section 13.1 of the
Plan:

        "The Administrator may from time to time and in its discretion, which
         discretion shall be exercised in a uniform and nondiscriminatory
         manner, reduce or waive one or more of the 30-day notice periods set
         forth in Sections 4.2, 7.2, and 7.3."





                                      -1-
<PAGE>   67
II.      Effective as of January 1, 1995:

         A.      The cross-reference to "Section 5.4" in Section 5.3 of the
Plan shall be deleted and a cross-reference to "Section 10.4(b)" shall be
substituted therefor.

         B.      Section 5.4 of the Plan shall be deleted and the following
shall be substituted therefor:

         "5.4    INTENTIONALLY OMITTED."

         C.      The second, third, and fourth sentences of Section 7.1 of the
Plan shall be deleted and the following shall be substituted therefor:

        "Except as otherwise provided elsewhere, each Participant shall
         designate, in accordance with the procedures established from time to
         time by the Administrator, the manner in which all other amounts
         allocated to his Account shall be invested from among the investment
         funds made available from time to time by the Administrator for such
         purpose.  With respect to the portion of a Participant's Account as is
         subject to investment direction, such Participant may designate one of
         such investment funds for all of such amounts subject to investment
         direction or he may split his investment designation among such
         investment funds in such increments as the Administrator may
         prescribe.  If a Participant fails to properly elect to direct the
         investment and reinvestment of that portion of his Account subject to
         investment direction, then such portion of his Account shall be
         invested in the investment fund or funds designated by the
         Administrator from time to time in a uniform and nondiscriminatory
         manner."

         D.      The second sentence of Section 7.2 of the Plan shall be
deleted and the following shall be substituted therefor:

        "If a Participant fails to make a proper election, 100% of his
         contributions subject to investment direction shall be invested in the
         investment fund or funds established pursuant to Section 7.1 and
         designated by the Administrator from time to time in a uniform and
         nondiscriminatory manner."

         E.      The proviso set forth in the first sentence of Section 7.3 of
the Plan shall be deleted and the following shall be substituted therefor:

        ";provided, however, that any limitations on transfers imposed by an
         investment fund established pursuant to Section 7.1 shall apply."





                                      -2-
<PAGE>   68
         F.      Section 10.4 of the Plan shall be deleted and the following
shall be substituted therefor:

         "10.4   OTHER TERMINATION OF EMPLOYMENT; FORFEITURES.

                 (a) If a Participant's employment is terminated other than in
         accordance with Sections 10.1 through 10.3, he shall be eligible to
         receive the sum of the following as provided below:

                                  (1)      The full value of his Before- Tax
                 Deposit and After-Tax Deposit Accounts, if not previously
                 withdrawn; and

                                  (2)      A percentage (determined as of the
                 date of his termination) of the value of his Western Company
                 Match Account and Discretionary Employer Contribution Account
                 (hereinafter referred to in this Section 10.4 collectively as
                 the `Employer Contribution Accounts') as determined below:

<TABLE>
<CAPTION>
                   COMPLETED YEARS                          VESTED
                 OF CREDITED SERVICE                      PERCENTAGE
                 -------------------                      -----------
                  <S>                                      <C>
                  Less than 1 year                             0%
                       1 year                                 20%
                       2 years                                40%
                       3 years                                60%
                       4 years                                80%
                   5 years or more                           100%
</TABLE>

         The Participant's Before-Tax Deposit and After-Tax Deposit Accounts
         and the vested portion of the Participant's Employer Contribution
         Accounts will be distributed as provided in Sections 10.6 and 10.7.

                 (b)      (1)     With respect to a Participant who terminates
         employment with the Employer with a vested percentage in his Employer
         Contribution Accounts that is less than 100% and either is not
         entitled to a distribution from the Plan or receives a distribution
         from the Plan of the balance of his vested interest in his Account in
         the form of a lump sum distribution by the close of the second Plan
         Year following the Plan Year in which his employment is terminated,
         the forfeitable amount credited to the terminated Participant's
         Employer Contribution Accounts as of the Valuation Date next preceding
         the date his benefit begins to be paid from the Trust (his `Benefit
         Commencement Date') shall become a forfeiture as of his Benefit
         Commencement Date (or as of his date of termination of employment if
         no amount is payable from the Trust on behalf of such Participant with
         such Participant being considered to have received a





                                      -3-
<PAGE>   69
         distribution of zero dollars on his date of termination of
         employment).

                 (2)      In the event that an amount credited to a terminated
         Participant's Employer Contribution Accounts becomes a forfeiture
         pursuant to Paragraph (b)(1) above, the terminated Participant shall,
         upon subsequent reemployment with the Employer prior to incurring five
         consecutive 1-year Breaks-in-Service, have the forfeited amount
         restored to such Participant's Employer Contribution Accounts,
         unadjusted by any subsequent gains or losses of the Trust.  Any such
         restoration shall be made as of the last day of the Plan Year in which
         such Participant's reemployment occurs.  Notwithstanding anything to
         the contrary in the Plan, forfeited amounts to be restored by the
         Employer pursuant to this Paragraph shall be charged against and
         deducted from forfeitures for the Plan Year in which such amounts are
         restored that would otherwise be available to reduce Employer
         contributions to the Plan.  If such forfeitures otherwise available
         are not sufficient to provide such restoration, the portion of such
         restoration not provided by forfeitures shall be charged against and
         deducted from Employer contributions otherwise available for
         allocation to other Participants in accordance with the second
         paragraph of Section 5.3, and any additional amount needed to restore
         such forfeited amounts shall be provided by an additional Employer
         contribution (which shall be made without regard to current or
         accumulated earnings and profits).

                 (3)      With respect to a Participant whose vested percentage
         in his Employer Contribution Accounts is less than 100% and who makes
         a withdrawal from or receives a termination distribution from his
         Employer Contribution Accounts other than a lump sum distribution by
         the close of the second Plan Year following the Plan Year in which his
         employment is terminated, any amount remaining in his Employer
         Contribution Accounts shall continue to be maintained as a separate
         account.  At any relevant time, such Participant's nonforfeitable
         portion of his separate account shall be determined in accordance with
         the following formula:

                          X=P(AB + (R X D)) - (R X D)

         For purposes of applying the formula:  X is the nonforfeitable portion
         of such separate account at the relevant time; P is the Participant's
         vested percentage in his Employer Contribution Accounts at the
         relevant time; AB is the balance of such separate account at the
         relevant time; R is the ratio of the balance of such separate account
         at the relevant time to the balance of such separate account after the
         withdrawal or distribution; and D is the amount of the withdrawal or
         distribution.  For all other purposes of the Plan, a





                                      -4-
<PAGE>   70
         Participant's separate account shall be treated as an Employer
         Contribution Account.  Upon his incurring five consecutive 1-year
         Breaks-in-Service, the forfeitable portion of a terminated
         Participant's separate account and Employer Contribution Accounts
         shall be forfeited as of the end of the Plan Year during which the
         terminated Participant incurred his fifth such consecutive 1-year
         Break-in- Service.

                  (4)     With respect to a Participant who terminates
         employment with the Employer with a vested percentage in his Employer
         Contribution Accounts greater than 0% but less than 100% and who is
         not otherwise subject to the forfeiture provisions of Paragraph (b)(1)
         or (b)(3) above, the forfeitable portion of his Employer Contribution
         Accounts shall be forfeited as of the end of the Plan Year during
         which the terminated Participant incurs his fifth consecutive 1-year
         Break-in-Service."

         G.  The first sentence of Section 14.3 of the Plan shall be deleted
and the following shall be substituted therefor:

         "The Company alone reserves the right to amend the Plan at any time,
         and from time to time, except that no amendment shall be made to the
         Plan which reduces a Participant's accrued benefit.  An amendment to
         the Plan shall be made by action of the Board; provided, however, that
         amendments to the Plan which do not have a significant cost impact on
         the Employers and amendments necessary to maintain the Plan in
         compliance with applicable law, including, without limitation, ERISA
         and the Code, may be made at the direction of the President of the
         Company or any other senior executive officer of the Company."

III.     Effective as of April 1, 1995, the second and third sentences of
         Section 4.1 of the Plan shall be deleted and the following shall be
         substituted therefor:

            "Such contributions can be contributed as before-tax deposits or
         after-tax deposits or a combination thereof (in whole percentage
         increments) in the Participant's sole discretion."

IV.      As amended hereby, the Plan is specifically ratified and reaffirmed.

         IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed this 8th day of February, 1995.



                                             WESTERN NATIONAL CORPORATION     
                                                                              
/s/  Dwight L. Cramer                                                         
-------------------------                                                     
    Dwight L. Cramer                                                          
    Secretary                                                                 
                                             BY: /s/ MICHAEL J. POULOS          
                                                 -------------------------------
                                                 MICHAEL J. POULOS, PRESIDENT 





                                      -5-
<PAGE>   71
                             AMENDMENT NO. 4 TO THE
                                WESTERNSAVE PLAN



    WHEREAS, WESTERN NATIONAL CORPORATION (the "Company") has heretofore
adopted the WESTERNSAVE PLAN (the "Plan") for the benefit of its eligible
employees; and

    WHEREAS, the Company desires to amend the Plan in certain respects;

    NOW, THEREFORE, the Plan shall be amended as follows, effective as of
October 1, 1995:

    1.   The word "Trustee" shall be deleted in each place such word appears in
    Section 9.3 of the Plan and the word "Administrator" shall be substituted
    therefor in each such place.

    2.   The words ", except those dealing with interpretation of the
    provisions of the Plan," shall be deleted from Section 13.3 of the Plan.

    3.   As amended hereby, the Plan is specifically ratified and reaffirmed.

    IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed this  29th day of September, 1995.



                                   WESTERN NATIONAL CORPORATION                
                                                                              
                                                                              
                                                                              
                              By:  /s/ Richard W. Scott                      
                                   ------------------------------------------
                                   Richard W. Scott, Executive Vice President 





                                      -1-
<PAGE>   72
                             AMENDMENT NO. 5 TO THE
                                WESTERNSAVE PLAN


    WHEREAS, WESTERN NATIONAL CORPORATION (the "Company") has heretofore
adopted the WESTERNSAVE PLAN (the "Plan") for the benefit of its eligible
employees; and

    WHEREAS, the Company desires to amend the Plan in certain respects;

    NOW, THEREFORE, the Plan shall be amended as follows:

I.  Effective as of April 1, 1994:

    1.   The first sentence of Section 4.1 of the Plan shall be deleted and the
following shall be substituted therefor:

    "Subject to the limitations of Article 6, each Participant may elect to
    make contributions to the Plan, only by payroll deduction, in any whole
    percentage of his Compensation, between zero percent (0%) and fifteen
    percent (15%) (or, with respect to a Participant who is a Highly
    Compensated Participant, such lesser percentage as may be prescribed from
    time to time by the Administrator)."

    2.   The following sentence shall be added to the end of Section 4.1 of the
Plan:

    "In order to satisfy the restrictions set forth in Article 6 for any Plan
    Year, the  before-tax and/or after-tax deposit elections, as applicable, of
    affected Participants pursuant to this Article may be reduced by the
    Administrator on a temporary and prospective basis in such manner as the
    Administrator shall determine."

    3.   The following new Section 7.4 shall be added to the Plan:

         "7.4    TIMING OF INVESTMENTS.  Notwithstanding that contributions
    shall be allocated and credited to each Participant's Account as of the
    dates determined pursuant to Sections 4.1 and 5.3, such contributions shall
    be invested and reinvested in accordance with this Article 7 as soon as
    administratively feasible after the receipt of such contributions by the
    Trustee."

    4.   The first sentence of Section 9.4(e) of the Plan shall be deleted and
the following shall be substituted therefor:

    "The loan shall bear interest at the prime rate of interest established by
    Texas Commerce Bank, N.A. on the first business day of the calendar month
    during which the loan is made."

    5.   The words "plus interest due thereon over the term of the
indebtedness" shall be deleted from Section 9.4(i) of the Plan.





                                      -1-
<PAGE>   73
    6.   The first paragraph of Section 10.6 of the Plan shall be deleted and
the following shall be substituted therefor:

    "The distribution of a Participant's Account pursuant to Sections 10.1,
    10.3, and 10.4 shall be equal to the value of such Account as of, and shall
    commence as soon as administratively feasible after, the Valuation Date
    coincident with or next succeeding the date the Participant becomes
    entitled to a distribution if the vested Account is not and never was in
    excess of $3,500.  If the vested Account is or ever was in excess of
    $3,500, then the distribution shall be based upon the value of such Account
    as of, and shall commence as soon as administratively feasible after, the
    Valuation Date coincident with or next succeeding the later of (1) the date
    a Participant terminates employment or has established Permanent Disability
    pursuant to Section 10.3 or (2) the date a Participant requests a
    distribution on the form prescribed by the Administrator.  Any distribution
    to an alternate payee pursuant to a qualified domestic relations order, as
    defined in Code Section 414(p), shall be made in accordance with the terms
    and provisions of such order. "

    7.   Paragraph 2 of Amendment No. 1 to the WesternSave Plan is corrected to
clarify that the subsection added thereby shall be designated as Section
10.7(d) of the Plan and the existing Section 10.7(c) of the Plan shall be
retained.

    8.   The second paragraph of Section 10.7(c) of the Plan shall be deleted
and the following shall be substituted therefor:

         "Lump sum distributions shall be made in cash except that a
    Participant who is to receive an immediate lump sum distribution may elect
    to have the whole shares of Company common stock that are allocated to his
    Account distributed in-kind (with the value of any fractional shares to be
    distributed in cash)."

    9.   The first two sentences of Section 10.8 of the Plan shall be deleted
and the following shall be substituted therefor:

    "The distribution of a deceased Participant's Account pursuant to Section
    10.2 shall be equal to the value of such Account as of, and shall be made
    as soon as administratively feasible after, the Valuation Date coincident
    with or next succeeding the date such Account first becomes distributable
    if the Account is not and never was in excess of $3,500.  If such deceased
    Participant's Account is or ever was in excess of $3,500, then the
    distribution shall be equal to the value of such Account as of, and shall
    be made as soon as administratively feasible after, the Valuation Date
    coincident with or next succeeding the date the beneficiary requests a
    distribution on the form prescribed by the Administrator."

    10.  The following new paragraph shall be added to the end of Section 10.8
of the Plan:

         "Lump sum distributions shall be made in cash except that a
    Participant's designated beneficiary or legal representative may elect to
    have the whole shares of Company common stock that are allocated to the
    Participant's Account distributed in-kind (with the value of any fractional
    shares to be distributed in cash)."

    II.  Effective as of January 1, 1996:





                                      -2-
<PAGE>   74
    1.   Section 5.1 of the Plan shall be deleted and the following shall be
substituted therefor:

         "5.1    EMPLOYER MATCHING CONTRIBUTIONS.

                 (a) For the Period Beginning on January 1, 1996, and Ending on
    September 30, 1996.  For the period beginning on January 1, 1996, and
    ending on September 30, 1996 (the 'Initial Period'), the Employers shall
    contribute to the Trust, on behalf of each Participant who is an Employee
    on the last day of the Initial Period or who terminated employment during
    the Initial Period due to death, disability, or retirement on or after
    Normal Retirement Age, an aggregate number of shares of common stock of the
    Company equal in value (determined based upon the closing price of a share
    of common stock of the Company on the last day of the Initial Period) to
    sixty- five percent (65%) of the before-tax deposits made on behalf of such
    Participant for the Initial Period; provided, however, that no contribution
    shall be made with respect to before-tax deposits in excess of six percent
    (6%) of such Participant's Compensation for the Initial Period.

                 (b) FROM AND AFTER OCTOBER 1, 1996.    For each calendar
    quarter beginning on or after October 1, 1996, the Employers shall
    contribute to the Trust, on behalf of each Participant who is an Employee
    on the last day of such calendar quarter or who terminated employment
    during such calendar quarter due to death, disability, or retirement on or
    after Normal Retirement Age, an amount equal to fifty percent (50%) (or
    such greater percentage as may be authorized from time to time by the
    Board) of the before-tax deposits made on behalf of such Participant for
    such calendar quarter; provided, however, that no contribution shall be
    made with respect to before-tax deposits in excess of four percent (4%) (or
    such greater percentage as may be authorized from time to time by the
    Board) of such Participant's Compensation for such calendar quarter.
    Employer matching contributions pursuant to this Section 5.1(b) shall be
    made in cash, in whole shares of common stock of the Company, or in any
    combination of cash and whole shares of such common stock (as determined by
    the Company in its sole discretion).  Shares of common stock of the Company
    that are so contributed shall be valued at the closing price of such stock
    on the New York Stock Exchange, Inc. as reported by The Wall Street Journal
    in the New York Stock Exchange Composite Transactions for the date the
    contribution is made, which shall be the last business day of the calendar
    quarter to which the contribution relates."

    2.   The second sentence of Section 5.2 of the Plan shall be deleted and
the following shall be substituted therefor:

    "In the event that contributions pursuant to this Section are made in
    shares of common stock of the Company, the shares of stock so contributed
    shall be valued at the closing price of such stock on the New York Stock
    Exchange, Inc. as reported by The Wall Street Journal in the New York Stock
    Exchange Composite Transactions for the date the contribution is made (or
    the next preceding regular business date if the contribution is not made on
    a regular business date)."

    3.   Section 5.3 of the Plan shall be deleted and the following shall be
substituted therefor:





                                      -3-
<PAGE>   75
         "5.3    ALLOCATION OF EMPLOYER CONTRIBUTIONS AND USE OF FORFEITURES.

                 (a) EMPLOYER MATCHING CONTRIBUTIONS.  As of the last day of
      the Initial Period (as such term is defined in Section 5.1(a)), each
      eligible Participant's allocable share, if any, of the Employer's
      matching contribution made pursuant to Section 5.1(a) for the Initial
      Period shall be credited to his Account.   As of the last day of each
      calendar quarter that begins after the end of the Initial Period, each
      eligible Participant's allocable share, if any, of the Employer's
      matching contribution made pursuant to Section 5.1(b) for such calendar
      quarter shall be credited to his Account.

                 (b) EMPLOYER DISCRETIONARY CONTRIBUTIONS. The Employer
      discretionary contribution, if any, made pursuant to Section 5.2 for a
      Plan Year shall be allocated as of the last day of such Plan Year to the
      Accounts of the Participants who (1) were employed by an Employer on such
      last day of such Plan Year or (2) terminated employment during such Plan
      Year on or after Normal Retirement Age or by reason of disability or
      death.  The allocation to each such eligible Participant's Account shall
      be that portion of such Employer discretionary contribution which is in
      the same proportion that such Participant's Compensation for such Plan
      Year bears to the total of all such Participants' Compensation for such
      Plan Year.

                 (c) FORFEITURES.  Any amounts that are forfeited under any
      provision hereof during a Plan Year shall first be used to reinstate
      previously forfeited Accounts in accordance with Section 10.4(b), and any
      remaining amounts shall be applied to reduce Employer matching
      contributions next coming due pursuant to Section 5.1."

      4. The third sentence of Section 9.2 of the Plan shall be deleted.

      5. Clause (a) of the first sentence of Section 9.3 of the Plan shall 
be deleted and the following shall be substituted therefor:

      "(a) the withdrawing Participant is under 59 1/2 years of age on the date
      the withdrawal is being made, and"

III.  Effective as of January 1, 1997:

      1. The second paragraph of Section 2.1(f) of the Plan shall be deleted.

      2. Sections 2.1(l) and (m) of the Plan shall be deleted and the following
shall be substituted therefor:

                 "(l)     HIGHLY COMPENSATED PARTICIPANT:  For Plan Years
      beginning after December 31, 1996, each Employee who performs services
      during the Plan Year for which the determination of who is highly
      compensated is being made (the 'Determination Year') and who:

                          (1)      is a five-percent owner of the Employer
                 (within the meaning of Code Section 416(i)(1)(A)(iii)) at any
                 time during the Determination Year or the twelve-month period
                 immediately preceding the Determination Year (the 'Look-Back
                 Year'); or

                          (2)      for the Look-Back Year





                                      -4-
<PAGE>   76
                          (i)   receives compensation (within the meaning of
      Code Section 414(q)(4), 'compensation' for purposes of this paragraph) in
      excess of $80,000 (with such amount to be adjusted automatically to
      reflect any cost-of-living adjustments authorized by Code Section
      414(q)(1)) during the Look-Back Year, and,

                          (ii)  if the Administrator elects the application of
      this clause for such Look-Back Year, is a member of the top 20% of
      Employees for the Look-Back Year (other than Employees described in Code
      Section 414(q)(5)) ranked on the basis of compensation received during
      the year.

      For purposes of the preceding sentence, (a) all employers aggregated with
      the Employer under Code Section 414(b), (c), (m), or (o) shall be treated
      as a single employer, (b) a former Employee who had a separation year
      (generally, the Determination Year such Employee separates from service)
      prior to the Determination Year and who was an active Highly Compensated
      Employee for either such separation year or any Determination Year ending
      on or after such Employee's fifty-fifth birthday shall be deemed to be a
      Highly Compensated Employee, and (c) the Administrator may elect, in
      accordance with the provisions of applicable  Treasury regulations,
      rulings, and notices, to make the Look-Back Year calculation for a
      Determination Year on the basis of the calendar year ending with or
      within the applicable Determination Year (or, in the case of a
      Determination Year that is shorter than twelve months, the calendar year
      ending with or within the twelve-month period ending with the end of the
      applicable Determination Year).  To the extent that the provisions of
      this Paragraph are inconsistent or conflict with the definition of a
      'highly compensated employee' set forth in Code Section 414(q) and the
      Treasury regulations issued thereunder, the relevant terms and provisions
      of Code Section 414(q) and the Treasury regulations thereunder shall
      govern and control.

                 (m) NON-HIGHLY COMPENSATED PARTICIPANT:  Any Participant or
      Former Participant who is not a Highly Compensated Participant."

      3.         Section 6.3 of the Plan shall be deleted and the following
shall be substituted therefor:

         "6.3    ACTUAL DEFERRAL PERCENTAGE TESTS.  In further restriction of
      the Participants' elections provided in Article 4 to make before-tax
      deposits, it is specifically provided that one of the 'actual deferral
      percentage' tests set forth in Code Section 401(k)(3) and the Treasury
      regulations thereunder must be met in each Plan Year.  If multiple use of
      the alternative limitation (within the meaning of Code Section 401(m)(9)
      and Treasury regulation section 1.401(m)-2(b)) occurs during a Plan Year,
      such multiple use shall be corrected in accordance with the provisions of
      Treasury regulation section 1.401(m)-2(c); provided, however, that if
      such multiple use is not eliminated by making supplemental contributions
      pursuant to Section 6.4 herein, then the 'actual contribution
      percentages' of Highly Compensated Participants participating in the Plan
      shall be reduced, and the excess contributions distributed, in accordance
      with the provisions of Section 6.4 and applicable Treasury regulations,
      so that there is no such multiple use."





                                      -5-
<PAGE>   77
      4.         The last two sentences of the third paragraph of Section 6.4
of the Plan shall be deleted and the following shall be substituted therefor:

      "The amount of such reduction shall be determined by reducing before-tax
      deposits made pursuant to Article 4 on behalf of Highly Compensated
      Participants in order of the highest dollar amounts contributed on behalf
      of, or by, a Highly Compensated Participant as set forth in Code Section
      401(k)(8)."

      5.         Section 6.5 of the Plan shall be deleted and the following
shall be substituted therefor:

         "6.5    MAXIMUM CONTRIBUTION PERCENTAGE.  In restriction of the
      Employer matching contributions pursuant to Section 5.1 and after- tax
      deposits pursuant to Article 4, it is specifically provided that one of
      the 'actual contribution percentage' tests set forth in Code Section
      401(m) and the Treasury regulations thereunder must be met in each Plan
      Year.  The Administrator may elect, in accordance with applicable
      Treasury regulations, to treat before-tax deposits made pursuant to
      Article 4 as Employer matching contributions made pursuant to Section 5.1
      for purposes of meeting this requirement."

      6.         The last two sentences of the fourth paragraph of Section 6.6
of the Plan shall be deleted and the following shall be substituted therefor:

      "The amount of such reduction shall be determined by reducing first any
      after-tax deposits made pursuant to Article 4, and then to the extent
      necessary, any Employer matching contributions made pursuant to Section
      5.1 on behalf of Highly Compensated Participants in order of the highest
      dollar amount contributed on behalf of, or by, a Highly Compensated
      Participant as set forth in Code Section 401(m)(6)."

      7.         The last sentence of Section 10.6 of the Plan shall be deleted
and the following shall be substituted therefor:

      "Contrary provisions in the Plan notwithstanding, payment of benefits
      shall commence at a date which is in compliance with the provisions of
      Code Section 401(a)(9) and applicable Treasury regulations and shall in
      no event be later than April 1 of the calendar year following the later
      of (a) the calendar year in which the Participant attains age 70 1/2 or
      (b) the calendar year in which such Participant terminates employment
      with the Employer and its Affiliates; provided, however, that clause (b)
      shall not apply in the case of a Participant who is a 5-percent owner (as
      defined in Code Section 416) with respect to the Plan Year ending in the
      calendar year in which the Participant attains age 70 1/2."

IV.   Effective as of February 3, 1997, Section 4.1 of the Plan shall be
      deleted and the following shall be substituted therefor:

         "4.1  EMPLOYEE CONTRIBUTIONS.  Subject to the limitations of Article
      6, each Participant may elect to make contributions to the Plan, only by
      payroll deduction, in any whole percentage of his Compensation, between
      zero percent (0%) and fifteen percent (15%) (or, with respect to a
      Participant who is a Highly Compensated Participant, such lesser
      percentage as may be prescribed from time to time by the Administrator).
      Such contributions can be contributed as before-tax deposits or after-tax
      deposits or a combination thereof (in whole percentage increments) in the





                                      -6-
<PAGE>   78
      Participant's sole discretion.  The before-tax and after-tax deposits
      elected by the Participant shall be deducted from his Compensation for
      each payroll period and shall be paid by the Employer to the Trust as of
      the earliest date on which such contributions can reasonably be
      segregated from the Employer's general assets; provided, however, that in
      no event shall such date occur later than the fifteenth (15th) business
      day of the month following the month in which such contribution amounts
      would otherwise have been payable to the Participant in cash.  In order
      to satisfy the restrictions set forth in Article 6 for any Plan Year, the
      before-tax and/or after-tax deposit elections, as applicable, of affected
      Participants pursuant to this Article may be reduced by the Administrator
      on a temporary and prospective basis in such manner as the Administrator
      shall determine."

V.    As amended hereby, the Plan is specifically ratified and reaffirmed.

      IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed this 21st day of November, 1996.



                                          WESTERN NATIONAL CORPORATION       
                                                                             
                                                                             
                                                                             
                                          BY: /s/  MICHAEL J. POULOS            
                                              -------------------------------
                                                MICHAEL J. POULOS, PRESIDENT 





                                      -7-