<PAGE>














 
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------

              (As Amended and Restated Effective January 1, 1995)






<PAGE>
 
                            McDermott, Will & Emery
                                    Chicago





                             C E R T I F I C A T E
                             ---------------------



          I, _________________________, ___________________ of Harris Trust
and Savings Bank, hereby certify that the attached document is a correct copy of
Employees' Savings and Profit Sharing Plan of Bank of Montreal/Harris, as
amended and restated effective January 1, 1995.

          Dated this ____ day of __________________, 19___.





                                      -2-
<PAGE>
 
                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                 PAGE
                                                                 ----
<S>                                                              <C>
 
SECTION l                                                        1
     Introduction                                                1
          Purpose                                                1
          Effective Date, Plan Year                              1
          Employers                                              1
          Administration of the Plan                             2
          Funding of Benefits                                    2
          Plan Supplements                                       3

 SECTION 2                                                       4
      Eligibility                                                4
          Participation                                          4
          Credited Service                                       6
          Notice of Participation                                6
          Controlled Group Member                                7
          Leased Employees                                       7
 
SECTION 3                                                        9
     Participant Contributions                                   9
          Participant 401(k) Contributions                       9
          Participant After-Tax Contributions                    9
          Payment of Participant Contributions                   9
          Variation, Discontinuance and Resumption
           of Participant Contributions                         10
          Earnings for Year Ending December 31, 1995            10
          Earnings for Years Ending After December 31, 1995     11
          Profit Sharing Earnings                               12
          Maximum Amount of Participant 401(k) Contributions    12
          Limitation on Participant 401(k) Contributions        12
          Highly Compensated Employee                           13
 
SECTION 4                                                       15
     Employer Contributions                                     15
          Employer Matching Contributions                       15
          Aggregate Employer Profit Sharing Contribution        15

</TABLE> 
<PAGE>

                                                                         PAGE
                                                                         ----

          Individual Employer Profit Sharing Contribution                  15
          Limitations on Employer Contributions                            16
          Payment of Employer Contributions                                16
          Verification of Employer Contributions                           17
          No Interest in Employers                                         17

SECTION 5                                                                  19
     The Trust Fund and the Investment Funds                               19
          The Trust Fund                                                   19
          The Investment Funds                                             19
          Investment Fund Elections                                        20
          Investment Fund Transfers                                        20

SECTION 6                                                                  21
     Period of Participation                                               21
          Normal Retirement                                                21
          Settlement Date                                                  21
          Restricted Participation                                         22

SECTION 7                                                                  23
     Accounting                                                            23
          Separate Accounts                                                23
          Accounting Dates                                                 23
          When Employer Contributions Considered Made                      24
          Adjustment of Participants' Accounts                             24
          Allocation of Employer Contributions                             25
          Crediting of Participant Contributions                           25
          Charging Distributions                                           26
          Rollovers                                                        26
          Statement of Account                                             26
          Contribution Limitations                                         27
          Combined Benefit Limitations                                     27
          Limitation on Allocation of Contributions                        28
          Allocation of Earnings to Distributions of Excess Contributions  29
          Multiple Use of Alternative Limitation                           30

SECTION 8                                                                  31
     Withdrawals and Loans During Employment                               31
          Withdrawal of Participant Contributions                          31
          General Account Withdrawals                                      31

                                     -ii-
<PAGE>
 

                                                                         PAGE
                                                                         ----

          Charging of Withdrawals                                          32
          Loans to Participants                                            32
 
SECTION 9                                                                  35
     Payment of Account Balances                                           35
          Nonforfeitability                                                35
          Manner of Distribution                                           35
          Commencement of Distributions                                    37
          Designation of Beneficiary                                       38
          Missing Participants or Beneficiaries                            40
          Facility of Payment                                              41
          Direct Transfer of Eligible Rollover Distributions               42
          Distribution to Alternate Payees                                 42
 
SECTION 10                                                                 43
     Absence and Reemployment                                              43
          Breaks in Service                                                43
          Resumption of Participation                                      43
          Leave of Absence                                                 44
          Maternity and Paternity Absence                                  44
 
SECTION 11                                                                 46
     The Benefits Administration Committee                                 46
          Membership                                                       46
          Committee's General Powers, Rights and Duties                    46
          Manner of Action                                                 48
          Interested Committee Member                                      48
          Resignation or Removal of Committee Members                      49
          Committee Expenses                                               49
          Information Required by Committee                                49
          Uniform Rules                                                    50
          Review of Benefit Determinations                                 50
          Committee's Decision Final                                       50
 
SECTION 12                                                                 52
     General Provisions                                                    52
          Additional Employers                                             52
          Action by Employers                                              52
          Waiver of Notice                                                 52
          Gender and Number                                                52


                                     -iii-
<PAGE>
 

                                                                         PAGE
                                                                         ----

          Controlling Law                                                  53
          Employment Rights                                                53
          Litigation by Participants                                       53
          Interests Not Transferable                                       53
          Absence of Guaranty                                              54
          Evidence                                                         54
 
SECTION 13                                                                 55
     Amendment and Termination                                             55
          Amendment                                                        55
          Termination                                                      55
          Vesting and Distribution on Termination                          57
          Notice of Amendment or Termination                               57
          Plan Merger, Consolidation, etc.                                 57

Supplement A - Voluntary Life Insurance for Participants                  A-1
Supplement B - Special Rules for Top-Heavy Plans                          B-1
Supplement C - Money Purchase Pension Plan for Employees                  C-1
Supplement D - Deductible Deposits                                        D-1
Supplement E - Adoption by Argo State Bank                                E-1
Supplement F - Adoption by Roselle State Bank and Trust Company           F-1
Supplement G - Adoption by Harris Trust Company of New York               G-1
Supplement H - Adoption by Bank of Montreal                               H-1
Supplement I - Coverage of Former Employees of National
                Westminster Bank USA                                      I-1
Supplement J - Adoption by Derivitive Markets Management, Inc.            J-1
Supplement K - Adoption by Harris Bank Wilmette, N.A.                     K-1
Supplement L - Coverage of Former Employees of Marine
                Midland Bank, N.A.                                        L-1
Supplement M - Adoption by Harris Bank Barrington, N.A.                   M-1
Supplement N - Adoption by Harris Bank Libertyville                       N-1
Supplement O - Adoption by Harris Bank Hinsdale, N.A.                     O-1
Supplement P - Adoption by Harris Bank Batavia, N.A.                      P-1
Supplement Q - Adoption by Harris Bank Frankfort                          Q-1
Supplement R - Adoption by Harris Bank Naperville                         R-1
Supplement S - Adoption by Harris Bank St. Charles                        S-1
Supplement T - Adoption by Harris Bank Winnetka, N.A.                     T-1
Supplement U - Adoption by Harris Bank Glencoe-Northbrook, N.A.           U-1


                                     -iv-
<PAGE>
 

                                                                         PAGE
                                                                         ----
Supplement V - Adoption by Harris Nesbitt Thomson
                Securities Inc.                                           V-1
Supplement W - Adoption by Suburban Banks                                 W-1

                                      -v-
<PAGE>
 
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------

              (As Amended and Restated Effective January 1, 1995)


                                   SECTION l
                                   ---------
                                 Introduction
                                 ------------

          1.1.  Purpose.  Employees' Savings and Profit Sharing Plan of Bank of
Montreal/Harris (the "plan") is maintained by Harris Trust and Savings Bank (the
"bank") and Harris Bankcorp, Inc. (the "company") to enable eligible employees
to provide for their future security by accumulating funds and sharing in the
contributions of their employer.  The plan is intended to constitute a profit
sharing plan which meets the requirements of Section 401(a) of the Internal
Revenue Code.

          1.2.  Effective Date, Plan Year.  The plan was established as of
January 1, 1916.  The effective date of the amendment and restatement of the
plan as set forth herein is January 1, 1995.  A "plan year" is the 12-month
period beginning on January 1 and ending on the next following December 31.

          1.3.  Employers.  Any subsidiary or affiliate of the company may adopt
the plan with the bank's consent, as de-

                                      -1-
<PAGE>
 
scribed in subsection 12.1. A "subsidiary" of the company is any corporation or
national banking association more than 50% of the voting stock of which is
owned, directly or indirectly, by the company. An "affiliate" of the company is
any entity which owns more than 50 percent of the voting stock of the company,
and any corporation or national banking association more than 50 percent of the
voting stock of which is owned, directly or indirectly, by the owner or owners
of more than 50 percent of the voting stock of the company. The company and any
subsidiaries or affiliates of the company which adopt the plan are referred to
below collectively as the "employers" and sometimes individually as an
"employer".

          1.4.  Administration of the Plan.  The plan is administered by the
Harris Benefits Administration Committee (the "committee"), as described in
Section 11.  Participants will be notified of the identity of the members of the
committee, and of any change in committee membership.  Any notice or document
required to be given to or filed with the committee will be properly given or
filed if delivered or mailed, by certified mail, postage prepaid, to the
committee, in care of the bank, at Chicago, Illinois.

                                      -2-
<PAGE>
  
          1.5.  Funding of Benefits.  Funds contributed under the plan are held
and invested, until distribution, by a trustee (the "trustee") appointed by the
bank, in accordance with the terms of a trust agreement between the company and
the trustee which implements and forms a part of the plan.  Copies of the plan
and trust agreement, and any amendments thereto, will be on file at the
principal office of each employer which adopts the plan where they may be
examined by any participant or other person entitled to benefits under the plan.
The provisions of and benefits under the plan are subject to the terms and
provisions of the trust agreement.

          1.6.  Plan Supplements.  The provisions of the plan may be modified by
supplements to the plan.  The terms and provisions of each supplement are a part
of the plan and supersede the provisions of the plan to the extent necessary to
eliminate inconsistencies between the plan and the supplement.

                                      -3-
<PAGE>
 
                                   SECTION 2
                                   ---------
                                  Eligibility
                                  -----------

          2.1.  Participation.  Subject to the conditions and limitations of the
plan, each employee of an employer who is a participant in the plan immediately
preceding January 1, 1995 will continue as a participant on and after that date.
Beginning January 1, 1995, each other employee of an employer will become a
participant in the plan on the first entry date (as defined below) coincident
with or next following the date he meets all of the following requirements:

          (a)  He is either:

               (i)  a citizen or resident of the United States of America; or

               (ii) a nonresident alien designated by the bank;

          (b)  He is either:

               (i)  a salaried employee (as defined below); or

               (ii) a regular hourly employee (as defined below);

          (c)  He is not a reserve force or work study employee;

          (d)  He is not a member of a group of employees covered by a
               collective bargaining agree-

                                      -4-
<PAGE>
 
               ment unless and to the extent the plan has been and continues to
               be extended to such group by such agreement; and

          (e)  He has completed one year of credited service.

A "salaried employee" means an employee who receives a salary computed on an
annual, monthly or semi-monthly basis.  A "regular hourly employee" means an
employee whose compensation is computed on an hourly basis and who either (i) is
regularly scheduled to work 20 or more hours per week, or (ii) has completed
1,000 or more hours of service during any 12-month period commencing on his date
of hire or any anniversary thereof.  An "entry date" means the first day of each
calendar quarter and, effective as of such date as may be established by the
committee, the first day of each month.  An "hour of service" means each hour
for which an employee is directly or indirectly paid or entitled to payment by
an employer or controlled group member for the performance of duties and for
reasons other than the performance of duties (but no more than 501 hours for any
single continuous period during which no duties are performed), including each
hour for which back pay, irrespective of mitigation of damages, has been either
awarded 

                                      -5-
<PAGE>
 
or agreed to by an employer or controlled group member, determined and
credited in accordance with Department of Labor Reg. Sec. 2530.200b-2.  If an
employee who fails to meet the requirements of subparagraphs 2.1(a) through (d)
above has satisfied the requirement of subparagraph 2.1(e) above as of an entry
date, he will become a participant in the plan on the date he subsequently meets
the requirements of subparagraphs 2.1(a) through (d).  If an employee satisfies
the requirements of subparagraphs 2.1(a) through (e) above as of his date of
employment by an employer, he will become a participant in the plan as of that
date.

          2.2.  Credited Service.  An employee's "credited service" means the
total of his years of service computed in accordance with the following rules:

          (a)  An employee shall be entitled to 1/12th of a year of credited
               service for each calendar month (or portion thereof) during which
               he is employed by an employer or controlled group member.

          (b)  A period of concurrent employment with two or more employers or
               controlled group members will be considered as employment with
               only one of them during the period.

          (c)  Termination of employment of an employee with one employer or a
               controlled group

                                      -6-
<PAGE>
 
               member will not interrupt his credited service for purposes of
               the plan, if concurrently with or immediately after such
               termination, he is employed by one or more other employers or
               controlled group members.

          (d)  A period of unpaid leave of absence shall be considered a period
               of credited service unless the employee fails to return to active
               employment with the employer which granted the leave at the
               termination thereof for any reason except death or termination of
               employment at or after age 55 years, in which case the employee
               will be considered as having resigned from the employ of his
               employer on the first anniversary of the date his leave of
               absence began (or the date his leave of absence ended, if
               earlier).

          2.3.  Notice of Participation.  The committee will notify each
employee of the date on which he becomes a participant in the plan and will
furnish each participant and each beneficiary receiving benefits under the plan
with a copy of a summary plan description.

          2.4.  Controlled Group Member.  A "controlled group member" means:

          (a)  any corporation which is not an employer but is a member of a
               controlled group of corporations (within the meaning of Section
               1563(a) of the Internal Revenue Code, determined without regard
               to Sections

                                      -7-
<PAGE>
 
               1563(a)(4) and 1563(e)(3)(C) thereof) which contains
               an employer; or

          (b)  any trade or business (whether or not incorporated) which is not
               an employer but is under common control with an employer (within
               the meaning of Section 414(c) of the Internal Revenue Code).

          2.5.  Leased Employees.  A leased employee (as defined below) shall
not be eligible to participate in the plan.  A "leased employee" means any
person who is not an employee of an employer, but who has provided services to
an employer of a type which have historically (within the business field of the
employers) been provided by employees, on a substantially full-time basis for a
period of at least one year, pursuant to an agreement between an employer and a
leasing organization.  The period during which a leased employee performs
services for an employer shall be taken into account for purposes of subsection
2.2 of the plan if such leased employee becomes an employee of an employer;
unless (i) such leased employee is a participant in a money purchase pension
plan maintained by the leasing organization which provides a non-integrated
employer contribution rate of at least 10 percent of compensation, immediate
participation for all employees and full and immediate 

                                      -8-
<PAGE>
 
vesting, and (ii) leased employees do not constitute more than 20 percent of the
employers' nonhighly compensated workforce.

                                      -9-
<PAGE>
 
                                   SECTION 3
                                   ---------

                           Participant Contributions
                           -------------------------

          3.1.  Participant 401(k) Contributions.  Under the terms stated below,
and subject to any limitations contained in the plan, a participant, if he so
desires, may elect "401(k) contributions" under the plan for any plan year,
beginning with the plan year in which he becomes a participant, in an amount not
more than the maximum percentage of his earnings for that year established by
the committee.  Each election by a participant under this subsection must be
filed with his employer at such time and in such way as the committee
determines.

          3.2.  Participant After-Tax Contributions.  Under the terms stated
below, and subject to any limitations contained in the plan, a participant, if
he so desires, may elect to make "after-tax contributions" under the plan for
any plan year, beginning with the plan year in which he becomes a participant,
in an amount not more than the maximum percentage of his earnings for that year
established by the committee.  Each election by a participant under this
subsection must be filed with his 

                                      -10-
<PAGE>
 
employer at such time and in such way as the committee determines.

          3.3.  Payment of Participant Contributions.  A participant's 401(k)
contributions shall be made by his employer on behalf of the participant, and
shall reduce the participant's compensation at the time of payment of such
compensation.  A participant's after-tax contributions shall be deducted by his
employer from his compensation at the time of payment of such compensation.
Amounts so deducted (or by which a participant's compensation has been so
reduced) for any accounting period under the plan shall be paid to the trustee
as soon as practicable thereafter, but no later than thirty days after the
accounting date which ends that accounting period.

          3.4.  Variation, Discontinuance and Resumption of Participant
Contributions.  A participant may elect to change his contribution rate (but not
retroactively) within the limits specified above, to discontinue contributions
or to resume contributions.  Each such election by a participant shall be made
at such time and in such manner as the committee shall deter-

                                      -11-
<PAGE>
 
mine, and shall be effective only in accordance with such rules as shall be
established from time to time by the committee.

          3.5.  Earnings for Year Ending December 31, 1995.  For the year ending
December 31, 1995, a participant's "earnings" means the total compensation paid
to the participant for services rendered to the employers while actively
participating in the plan, before any reduction for 401(k) contributions he had
elected under this Section 3 or payments made on his behalf under Cafeteria Plan
of Bank of Montreal/Harris; but excluding departmental and similar incentive
compensation, compensation in lieu of vacation, shift differential, moving
allowance, expatriate payments, payments under the Bank's Managerial
Participation Plan, compensation paid in a form other than cash, any other
special payment, bonus award or commmission for or on account of specific items,
and compensation for any year in excess of $150,000 (or such greater amount as
may be determined by the Commissioner of Internal Revenue for that year).

          3.6.  Earnings for Years Ending After December 31, 1995.  Beginning
January 1, 1996, a participant's "earnings" means the basic compensation paid to
the participant for 

                                      -12-
<PAGE>
 
services rendered to the employers while actively participating in the plan,
including overtime, shift differential, and amounts paid to the participant
under the bank's Managerial Participation Plan and any business unit incentive
compensation plan, before any reduction for 401(k) contributions he had elected
under this Section 3 or payments made on his behalf under Cafeteria Plan of Bank
of Montreal/Harris; but excluding compensation for any year in excess of
$150,000, or such greater amount as may be determined by the Commissioner of
Internal Revenue for that year.  The aggregate amount paid under the bank's
Managerial Participation Plan and business unit incentive compensation plans
which is included in a participant's earnings for any year shall not exceed the
greater of $100,000 or the annual rate of the participant's base salary as of
January 1 of that year.

          3.7.  Profit Sharing Earnings.  A participant's "profit sharing
earnings" for any year means that portion, if any, of his earnings for that year
which is paid on or after the first day of the month next following his
completion of two years of credited service.

                                      -13-
<PAGE>
 
          3.8.  Maximum Amount of Participant 401(k) Contributions.  In no event
shall the amount of 401(k) contributions by a participant for any calendar year
exceed $7,000 (or such greater amount as may be determined by the Commissioner
of Internal Revenue for that calendar year).  If, because of the foregoing
limitation, a portion of the 401(k) contributions made by a participant may not
be credited to his account for a calendar year, such portion (and the earnings
thereon) shall be distributed to the participant by April 15 of the following
calendar year.

          3.9.  Limitation on Participant 401(k) Contributions.  Notwithstanding
the foregoing provisions of this Section 3, in no event shall the average
deferral percentage (as defined below) for any plan year of the highly
compensated employees (as defined in subsection 3.10) who are plan participants
exceed the greater of:

          (a)  the average deferral percentage of all other participants for
               such plan year multiplied by 1.25; or

          (b)  the average deferral percentage of all other participants for
               such plan year multiplied by 2.0; provided that the average
               deferral percentage of such highly compensated employees does not
               exceed that of all 

                                      -14-
<PAGE>
 
               other participants by more than 2 percentage
               points.

The "average deferral percentage" of a group of participants for a plan year
means the average of the ratios (determined separately for each participant in
such group) of:  (i) the 401(k) contributions made by such participant for such
plan year; to (ii) the participant's compensation (as defined in subsection
3.10) for such plan year.  For purposes of this subsection 3.9, a participant
means any employee who is eligible to make 401(k) contributions under the plan.
The 401(k) contributions made by the highly compensated employees will be
reduced (in the order of their contribution percentages beginning with the
highest percentage) to the extent necessary to meet the requirements of this
subsection 3.9.  If, because of the foregoing limitations, a portion of the
401(k) contributions made by a highly compensated employee may not be credited
to his account for a plan year, such portion (and the earnings thereon) shall be
distributed to such employee within two and one-half months after the end of
that plan year.

                                      -15-
<PAGE>
 
          3.10.  Highly Compensated Employee.  A "highly compensated employee"
means any present or former employee who, during the current or immediately
preceding plan year:

          (a)  was a 5 percent owner of an employer;

          (b)  received annual compensation from the employers of more than
               $75,000 (or such greater amount as may be determined by the
               Commissioner of Internal Revenue for that year);

          (c)  received annual compensation from the employers of more than
               $50,000 (or such greater amount as may be determined by the
               Commissioner of Internal Revenue for that year) and was in the
               top-paid 20% of the employees; or

          (d)  was an officer of an employer receiving annual compensation
               greater than 50% of the limitation in effect under Section
               415(b)(1)(A) of the Internal Revenue Code; provided, that for
               purposes of this subparagraph (d), no more than 50 employees of
               the employers (or if lesser, the greater of 3 employees or 10
               percent of the employees) shall be treated as officers.

For purposes of subsections 3.9, 3.10 and 7.12, an employee's compensation means
his total cash compensation for services rendered to the employers as an
employee, determined in accordance with Section 415(c)(3) of the Internal
Revenue Code 

                                      -16-
<PAGE>
 
and the regulations thereunder, but without regard to Sections 125 and 402(e)(3)
of the Internal Revenue Code.


                                      -17-
<PAGE>
 
                                   SECTION 4
                                   ---------

                            Employer Contributions
                            ----------------------

          4.1.  Employer Matching Contributions.  For each calendar quarter (or
such other period as the committee may establish), each employer will make a
"matching contribution" to the trustee in an amount equal to 25 percent of the
first 4 percent of the 401(k) contributions made during such period by those
participants employed by it and entitled to share in the employer matching
contribution for that period.

          4.2.  Aggregate Employer Profit Sharing Contribution.  For each plan
year, the bank, in its discretion, may specify either the employers' aggregate
profit sharing contribution to be made under the plan for that year or a
definite basis or formula by which such aggregate profit sharing contribution
can be determined within a reasonable time after the end of that plan year.

          4.3.  Individual Employer Profit Sharing Contribution.  For each plan
year, each employer will contribute to the trustee that portion of the aggregate
profit sharing contribution, if any, established by the bank for such plan year
under 

                                      -18-
<PAGE>
 
subsection 4.2 which the profit sharing earnings paid by such employer during
such plan year to participants employed by it and entitled to share in its
profit sharing contribution for such year bears to the total of the profit
sharing earnings paid by all employers during such plan year to participants
entitled to share in the employers' profit sharing contributions for the year.

          4.4.  Limitations on Employer Contributions.  Each employer's total
contribution for a plan year is conditioned on its deductibility under Section
404 of the Internal Revenue Code in that year, shall comply with the
contribution limitations set forth in subsection 7.10 and the allocation
limitations contained in subsection 7.12, and shall not exceed an amount equal
to the maximum amount deductible on account thereof by the employer for that
year for purposes of federal taxes on income.

          4.5.  Payment of Employer Contributions.  Each employer's profit
sharing contribution under subsection 4.3 of the plan for any plan year shall be
due on the last day of that plan year and, if not paid by the end of that year,
shall be 

                                      -19-
<PAGE>
 
payable to the trustee as soon as practicable thereafter, without interest, but
no later than the time prescribed by law for filing the employer's federal
income tax return for such year, including extensions thereof.  Each employer's
matching contribution under subsection 4.1 of the plan for any period shall be
due on the last day of that period and, if not paid by the end of that period,
shall be payable as soon as practicable thereafter, without interest, but no
later than thirty days after the end of the period.

          4.6.  Verification of Employer Contributions.  If for any reason the
bank decides to verify the correctness of any amount or calculation relating to
an employer's contribution for any plan year, the certificate of an independent
accountant selected by the bank as to the correctness of any such amount or
calculation shall be conclusive on all persons.

          4.7.  No Interest in Employers.  The employers shall have no right,
title or interest in the trust fund, nor shall any part of the trust fund revert
or be repaid to an employer, directly or indirectly, unless:

          (a)  the Internal Revenue Service initially determines that 
               the plan, as applied to


                                      -20-
<PAGE>
 
               such employer, does not meet the requirements of Section 401(a)
               of the Internal Revenue Code, in which event the contributions
               made to the plan by such employer shall be returned to it within
               one year after such adverse determination;

          (b)  a contribution is made by such employer by mistake of fact and
               such contribution is returned to the employer within one year
               after payment to the trustee; or

          (c)  a contribution conditioned on the deductibility thereof is
               disallowed as an expense for federal income tax purposes and such
               contribution (to the extent disallowed) is returned to the
               employer within one year after the disallowance of the deduction.

Contributions may be returned to an employer pursuant to subparagraph (a) above
only if they are conditioned upon initial qualification of the plan, and an
application for determination was made by the time prescribed by law for filing
the employer's Federal income tax return for the taxable year in which the plan
was adopted (or such later date as the Secretary of the Treasury may prescribe).
The amount of any contribution that may be returned to an employer pursuant to
subparagraph (b) or (c) above must be reduced by any portion thereof previously
distributed from the trust fund and by any losses of the trust fund allocable
thereto, and in no event may the re-


                                      -21-
<PAGE>
 
turn of such contribution cause any participant's account balances to be less
than the amount of such balances had the contribution not been made under the
plan.


                                      -22-
<PAGE>
 
                                   SECTION 5
                                   ---------
                    The Trust Fund and the Investment Funds
                    ---------------------------------------

          5.1.  The Trust Fund.  The "trust fund" will consist of all money,
stocks, bonds, securities and other property held or acquired by the trustee in
accordance with the plan and the trust agreement.

          5.2.  The Investment Funds.  The trust fund shall consist of such
investment funds as the committee shall determine from time to time.  Pending
investment, reinvestment or distribution as provided in the plan, the trustee
may temporarily retain the assets of any one or more of the investment funds in
cash, commercial paper, short-term obligations, or undivided interests or
participations in common or collective short-term investment funds.  Any
investment fund may be partially or entirely invested in any common or
commingled fund or in any group annuity, deposit administration or separate
account contract issued by a legal reserve life insurance company which is
invested generally in property of the kind specified for the investment fund.
The committee, in its discretion, may direct the trustee to establish such
investment 

                                      -23-
<PAGE>
 
funds or to terminate any of the investment funds as it shall from
time to time consider appropriate and in the best interests of the participants.
The funds established hereunder may be referred to collectively as the
"investment funds" and individually as an "investment fund."

          5.3.  Investment Fund Elections.  A participant from time to time may
elect one or more of the investment funds for the investment of all or a portion
of his contributions and the employer contributions on his behalf.  Each such
election shall be made at such time, in such manner, and with respect to such
investment funds as the committee shall determine, and shall be effective only
in accordance with such rules as the committee shall establish.  If a
participant fails to make an election under this subsection 5.3, his
contributions and his share of the employer contributions will be invested in
such investment fund as shall be designated by the committee.

          5.4.  Investment Fund Transfers.  A participant may elect that all or
a part of his interest in an investment fund shall be liquidated and the
proceeds thereof transferred to one or more of the other investment funds.  Each
such election 

                                      -24-
<PAGE>
 
shall be made at such time, in such manner, and with respect to such investment
funds as the committee shall determine, and shall be effective only in
accordance with such rules as shall be established from time to time by the
committee.

                                      -25-
<PAGE>
 
                                   SECTION 6
                                   ---------
                            Period of Participation
                            -----------------------

          6.1.  Normal Retirement.  A participant's "normal retirement date"
will be the last day of the month in which he attains age sixty-five years (his
"normal retirement age").  A participant's right to his account balances shall
be nonforfeitable on and after his normal retirement age.  A participant may be
retired on or after his normal retirement date if:

          (a)  He was employed by an employer in a bona fide executive or high
               policy-making position for the 2-year period immediately
               preceding his retirement date; and

          (b)  He is then entitled to an immediate nonforfeitable retirement
               benefit from all pension and profit sharing plans of the
               employers (adjusted in accordance with rules and regulations
               issued by the Secretary of Labor) which is equivalent to an
               annual life annuity of at least $44,000.


          6.2.  Settlement Date.  A participant's "settlement date" will be the
accounting date coincident with or next following the date on which his
employment with all of the employers is terminated for any reason.  If a
participant is transferred from employment with an employer to employment with a
controlled group member then, for the purpose of determining 

                                      -26-
<PAGE>
 
when his settlement date occurs under this subsection 6.2, his employment with
such controlled group member (or any controlled group member to which he is
subsequently transferred) shall be considered as employment with the employers.

          6.3.  Restricted Participation.  If (i) payment of all of a
participant's account balances is not made at his settlement date; or (ii) a
participant transfers to a controlled group member or no longer meets the
requirements of subparagraphs 2.1(a) through (d); the participant or his
beneficiary will be treated as a participant for all purposes of the plan,
except as follows:

          (a)  The participant will not share in employer contributions after
               his settlement date, or during any period he is either employed
               by a controlled group member or fails to meet the requirements of
               subparagraphs 2.1(a) through (d); except as provided in
               subsection 7.5.

          (b)  The participant may not make contributions under Section 3 after
               his settlement date or during any period he is either employed by
               a controlled group member or fails to meet the requirements of
               subparagraphs 2.1 (a) through (d).

          (c)  The beneficiary of a deceased participant cannot designate a
               beneficiary under subsection 9.4.

                                      -27-
<PAGE>
 
          (d)  Neither the participant nor his beneficiary shall be permitted to
               approve or disapprove any amendment of the plan or the trust
               agreement.

If a participant whose participation in the plan is restricted for the reason
specified in (ii) above subsequently is employed by an employer or meets the
requirements of subparagraphs 2.1 (a) through (d), he will again become an
active participant in the plan on the date he is reemployed or satisfies such
requirements.

                                      -28-
<PAGE>
 
                                   SECTION 7
                                   ---------

                                  Accounting
                                  ----------

          7.1.  Separate Accounts.  The committee will maintain the following
accounts in the name of each participant:

          (a)  a "401(k) contribution account" which will reflect his 401(k)
               contributions, if any, under the plan, and the income, losses,
               appreciation and depreciation attributable thereto;

          (b)  an "after-tax contribution account" which shall consist of two
               sub-accounts -- one to reflect his after-tax contributions, if
               any, made prior to January 1, 1987 and the income, losses,
               appreciation and depreciation attributable thereto, and the other
               to reflect his after-tax contributions, if any, made after
               December 31, 1986 and the income, losses, appreciation and
               depreciation attributable thereto; and

          (c)  an "employer contribution account" which will reflect his share
               of employer contributions under the plan, and the income, losses,
               appreciation and depreciation attributable thereto.

The committee also may maintain such other accounts in the names of participants
or otherwise as it considers advisable.  Unless the context indicates otherwise,
references in the plan to a participant's "account" or "accounts" means all
accounts maintained in his name under the plan.

                                      -29-
<PAGE>
 
          7.2.  Accounting Dates.  A "regular accounting date" is the last day
of any plan year.  A "special accounting date" is each March 31, June 30 and
September 30, any other date designated as such by the committee and a special
accounting date occurring under subsection 13.3.  The term "accounting date"
includes both a regular accounting date and a special accounting date.

          7.3.  When Employer Contributions Considered Made.  For purposes of
this Section 7, each employer's matching contributions for any accounting period
under the plan will be considered to have been made on the last day of that
period, and each employer's profit sharing contributions for any plan year will
be considered to have been made on the last day of that year, regardless of when
paid to the trustee.

          7.4.  Adjustment of Participants' Accounts.  As of each accounting
date the committee shall:

          (a)  First, charge to the proper accounts all payments or
               distributions made since the last preceding accounting date that
               have not been charged previously;

          (b)  Next, credit participants' accounts with their pro rata share of
               any increase or 

                                      -30-
<PAGE>
 
               charge such accounts with their pro rata share of any decrease in
               the value of the adjusted net worth (as defined below) of each
               investment fund in which such accounts have an interest as of
               that date;

          (c)  Next, allocate and credit employer contributions, if any, that
               are to be credited as of that date in accordance with subsection
               7.5; and

          (d)  Finally, credit participant's contributions, if any, that are to
               be credited as of that date in accordance with subsection 7.6.

The "adjusted net worth" of an investment fund as at any date means the then net
worth of such investment fund as determined by the trustee, less an amount equal
to the sum of employer and participant contributions deposited in such fund but
not yet allocated to the accounts of participants.

          7.5.  Allocation of Employer Contributions.  Subject to subsections
7.10 and 7.12, each employer's contributions to the plan will be allocated and
credited to the accounts of participants as follows:

          (a)  As of each accounting date, the employer's matching contribution
               for the period ending on that date shall be allocated and
               credited to the employer contribution accounts of those
               participants who were employed by that employer during that
               period, pro rata, according to the 401(k) 

                                      -31-
<PAGE>
 
               contributions (up to 4%) made by them, respectively, during that
               period.

          (b)  As of each regular accounting date, the employer's profit sharing
               contribution, if any, for the plan year ending on that date shall
               be allocated and credited to the employer contribution accounts
               of those participants who were employed by that employer during
               that year (excluding participants who terminated employment
               during the year before age 55 years for a reason other than
               death), pro rata, according to the profit sharing earnings (as
               defined in subsection 3.5) paid to them, respectively, by such
               employer during that plan year.


          7.6.  Crediting of Participant Contributions.  Subject to subsections
3.9 and 7.12, each participant's 401(k) contributions will be credited to his
401(k) contribution account, and each participant's after-tax contributions will
be credited to his after-tax contribution account, as of the accounting date
which ends the accounting period of the plan for which such contributions were
made.

          7.7.  Charging Distributions.  All payments or distributions made to a
participant or his beneficiary will be charged to the appropriate accounts of
such participant.

                                      -32-
<PAGE>
 
          7.8.  Rollovers.  At the direction of the committee, and in accordance
with such rules as the committee may establish from time to time, rollovers
described in Section 402(c) of the Internal Revenue Code, rollover contributions
described in Section 408(d)(3) of the Internal Revenue Code and benefits of an
employee under another plan which meets the requirements of Section 401(a) of
the Internal Revenue Code may be received by the trustee, and will be credited
to an account established in the name of the employee.  Any amount received by
the trustee for an employee in accordance with the preceding sentence shall be
adjusted from time to time in accordance with subparagraph 7.4(b) and shall be
fully vested in the employee for whom it is held under the plan.

          7.9.  Statement of Account.  As soon as practicable after the last day
of each plan year, each participant will be furnished with a statement
reflecting the condition of his accounts in the trust fund as of that date.  No
participant, except one authorized by the committee, shall have the right to
inspect the records reflecting the accounts of any other participant.

                                      -33-
<PAGE>
 
          7.10.  Contribution Limitations.  For each plan year, the annual
addition (as defined below) to a participant's accounts under the plan shall not
exceed the lesser of $30,000 (or, if greater, 1/4 of the dollar limitation in
effect under Section 415(b)(1)(A) of the Internal Revenue Code for the calendar
year which begins with or within that plan year) or 25 percent of the
participant's Section 415 compensation (as defined below) during that plan year.
The term "annual addition" for any plan year means the sum of the employer
contributions, participant contributions and forfeitures credited to a
participant's accounts for that year.  Any participant contributions which
cannot be allocated to a participant because of the foregoing limitations (and
any gains attributable thereto) shall be returned to him.  Any employer
contributions which cannot be allocated to a participant because of the
foregoing limitations shall be applied to reduce employer contributions in
succeeding plan years, in order of time.  A participant's "Section 415
compensation" means his total cash compensation for services rendered to the
employers as an employee, determined in accordance with Section 415(c)(3) of the
Internal Revenue Code and the regulations thereunder.

                                      -34-
<PAGE>
 
          7.11.  Combined Benefit Limitations.  If a participant in this plan
also is a participant in a defined benefit plan maintained by an employer, the
aggregate benefits payable to, or on account of, him under both plans will be
determined in a manner consistent with Section 415 of the Internal Revenue Code
and Section 1106 of the Tax Reform Act of 1986.  Accordingly, there will be
determined with respect to the participant a defined contribution plan fraction
and a defined benefit plan fraction in accordance with said Sections 415 and
1106.  The benefits provided for the participant under the defined benefit plan
will be adjusted to the extent necessary so that the sum of such fractions
determined with respect to the participant does not exceed 1.0.

          7.12.  Limitation on Allocation of Contributions.  Notwithstanding the
foregoing provisions of this Section 7, in no event shall the contribution
percentage (as defined below) of the highly compensated employees (as defined in
subsection 3.10) who are plan participants for any plan year exceed the greater
of:

                                      -35-
<PAGE>
 
          (a)  the contribution percentage of all other participants for such
               plan year multiplied by 1.25; or

          (b)  the contribution percentage of all other participants for such
               plan year multiplied by 2.0; provided that the contribution
               percentage of the highly compensated employees does not exceed
               that of all other participants by more than 2 percentage points.

The "contribution percentage" of a group of participants for a plan year means
the average of the ratios (determined separately for each participant in such
group) of: (i) the sum of employer matching contributions and participant
after-tax contributions allocated to such participant for such plan year; to
(ii) the participant's compensation (as defined in subsection 3.10) for such
plan year.  For purposes of this subsection 7.12, a participant means any
employee who is eligible to receive employer matching contributions or to make
participant after-tax contributions under the plan.  The employer matching
contributions allocated to and participant after-tax contributions made by the
highly compensated employees will be reduced (in the order of their contribution
percentages beginning with the highest percentage) to the extent necessary to
meet the requirements of this subsection 7.12.  If, because 

                                      -36-
<PAGE>
 
of the foregoing limitations, a portion of the matching contributions allocated
to or the after-tax contributions made by a highly compensated employee may not
be credited to his account for a plan year, such portion (and the earnings
thereon) shall be distributed to such employee within two and one-half months
after the end of that plan year.

          7.13.  Allocation of Earnings to Distributions of Excess
Contributions.  The earnings allocable to distributions of 401(k) contributions
exceeding the limits of subsection 3.8, 401(k) contributions exceeding the
limits of subsection 3.9 and after-tax contributions exceeding the limits of
subsection 7.12 shall be determined by multiplying the earnings attributable to
the participant's 401(k) and/or after-tax contributions for the year by a
fraction, the numerator of which is the applicable excess amount, and the
denominator of which is the balance in the appropriate account of the
participant on the last day of such year reduced by gains (or increased by
losses) attributable to such account for the year.

          7.14.  Multiple Use of Alternative Limitation.  In accordance with
Treasury Regulation 1.401(m)-2(c), multiple use 

                                      -37-
<PAGE>
 
of the alternative limitation which occurs as a result of testing under the
limitations described in subsections 3.9 and 7.12 will be corrected in the
manner described in Treasury Regulation 1.401(m)-1(e).  The term "alternative
limitation" as used above means the alternative methods of compliance with
Sections 401(k) and 401(m) of the Internal Revenue Code contained in Sections
401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) thereof, respectively.


                                      -38-
<PAGE>
 
                                   SECTION 8
                                   ---------

                    Withdrawals and Loans During Employment
                    ---------------------------------------

          8.1.  Withdrawal of Participant Contributions.  A participant may
elect to withdraw all or any portion of the after-tax contributions then
credited to his account.  A participant who has attained age 59- 1/2 may elect
to withdraw all or any portion of the balance then credited to his 401(k)
contribution account.  Each election by a participant under this subsection 8.1
shall be made at such time, in such manner, and in accordance with such rules as
the committee shall establish.  A former employee who terminated employment
before attaining age 55 years may not make a withdrawal under this subsection.

          8.2.  General Account Withdrawals.  A participant may elect to
withdraw any portion of his account (in excess of an amount equal to the
rollover amounts received under subsection 7.8 or employer contributions paid to
the trustee on his behalf within two years of the date payment is made to him).
Each request for withdrawal by a participant under this subsection 8.2 shall be
made at such time, in such manner, and in accordance with such rules as the
committee shall establish.  

                                      -39-
<PAGE>
 
Each such withdrawal shall be paid to the participant as soon as practicable
after the date as of which it is effective after all plan accounting required on
or before such withdrawal is completed.  A former employee who terminated
employment before attaining age 55 years may not make a withdrawal under this
subsection.  In no event may a participant withdraw any portion of the balance
in his 401(k) contribution account under this subsection 8.2.

          8.3.  Charging of Withdrawals.  All withdrawals by a participant under
subsection 8.1 or 8.2 shall be charged to the interest of the participant's
account in the investment funds on a proportionate basis.  Any withdrawal by a
participant under subsection 8.2 shall be deemed to apply first to his after-tax
contributions, and then to employer contributions and trust fund earnings
allocated to his account.  In determining the amount any participant may
withdraw hereunder, any unpaid loan or loans theretofore made to the participant
as permitted under subsection 8.4 shall be taken into account.

          8.4.  Loans to Participants.  While it is the primary purpose of the
plan to accumulate funds for the participants 

                                      -40-
<PAGE>
 
when they retire, it is recognized that under some circumstances it is in the
best interests of participants to permit loans to be made to them while they
continue in the active service of the employers. Accordingly, the committee,
pursuant to such rules as it may from time to time establish, and upon written
application by a participant supported by such evidence as the committee
requests, may direct the trustee to make a loan from the trust fund to a
participant subject to the following:

          (a)  The principal amount of any loan made to a participant, when
               added to the outstanding balance of all other loans made to the
               participant from all qualified plans maintained by the employers,
               shall not exceed the lesser of:

               (i)  $50,000, reduced by the excess (if any) of the highest
                    outstanding balance during the one-year period ending
                    immediately preceding the date of the loan, over the
                    outstanding balance on the date of the loan, of all such
                    loans from all such plans; or

               (ii) one-half of the participant's vested account balances under
                    the plan.

          (b)  Each loan must be evidenced by a written note in a form approved
               by the committee, shall bear interest at a reasonable rate, and
               shall require substantially level amor-


                                      -41-
<PAGE>
 
               tization (with payments at least quarterly) over the term of the
               loan.

          (c)  Each loan shall specify a repayment period that shall not extend
               beyond five years.

          (d)  A participant may not borrow any employer contributions paid to
               the trustee on his behalf within two years of the date the loan
               is made.

          (e)  A participant may not borrow any portion of the balance in his
               Supplement D account or, unless authorized by the committee, his
               401(k) contribution account.

If a participant fails to make a loan payment (including interest) when due, the
amount of such payment shall be charged to the participant's account in
accordance with subparagraph 7.4(a) as though it were a distribution from the
plan.  If on a participant's settlement date, any loan or portion of a loan made
to him under the plan, together with the accrued interest thereon, remains
unpaid, the total of the unpaid balance and accrued interest will be considered
as a payment to the participant as of his settlement date for purposes of the
plan, and will be charged to the participant's account balance as otherwise
adjusted as of that date.

                                      -42-
<PAGE>
 
                                   SECTION 9
                                   ---------

                          Payment of Account Balances
                          ---------------------------

          9.1.  Nonforfeitability.  A participant's right to his account
balances shall be fully vested and nonforfeitable at all times.

          9.2.  Manner of Distribution.  Subject to the conditions set forth
below, after each participant's settlement date, distribution of the net credit
balances in the participant's accounts as at his settlement date (after all
adjustments required under the plan as of that date have been made) will be made
to or for the benefit of the participant, or in the case of his death to or for
the benefit of his beneficiary, by either or both of the following methods:

          (a)  By payment in a lump sum.

          (b)  Beginning on his required commencement date (as defined in
               subsection 9.3), by payment in a series of annual or more
               frequent installments over a period not exceeding the life
               expectancy of the participant or the joint life expectancy 
               of the participant and his designated beneficiary; provided
               that, if such beneficiary is not the participant's spouse 
               and is more than 10 years younger than the participant, the
               installments shall be paid over a period not exceeding the 
               joint life expectancy of the


                                      -43-
<PAGE>
 
               participant and a beneficiary 10 years younger than the
               participant.  Each installment distribution to a participant or
               his beneficiary in accordance with this subparagraph 9.2(b) shall
               be made as of an accounting date and shall be charged to the
               participant's account as of such accounting date after all other
               required adjustments have been made.

The life expectancy of a participant, his spouse or his designated beneficiary
shall be determined by use of the expected return multiples contained in the
regulations under Section 72 of the Internal Revenue Code.  The life expectancy
of the participant and his spouse shall not be recalculated annually.  If a
participant dies after his required commencement date (as defined in subsection
9.3), the remaining portion of his benefits must be distributed over a period
not exceeding the period over which payments were being made to the participant.
If a participant dies before his required commencement date, his benefits must
be distributed over a period not exceeding the greatest of: (i) five years from
the death of the participant; (ii) in the case of payments to a designated
beneficiary other than the 

                                      -44-
<PAGE>
 
participant's spouse, the life expectancy of such beneficiary, provided payments
begin within one year of the participant's death; or (iii) in the case of
payments to the participant's spouse, the life expectancy of such spouse,
provided payments begin by the date the participant would have attained age 
70-1/2.  If a participant's settlement date occurs because of resignation or
dismissal prior to attaining age 55 years, the balance in his account as at his
settlement date (after all adjustments required under the plan as of that date
have been made) shall be distributed to the participant as soon as practicable
thereafter (subject to the provisions of subsection 9.3) by payment in a lump
sum.  In all other cases, a participant may select, in accordance with such
rules as the committee may establish, the method of distributing his benefits to
him; a participant, if he so desires, may direct how his benefits are to be paid
to his beneficiary; and the committee shall select the method of distributing
the participant's benefits to his beneficiary if the participant has not filed a
direction with the committee.  The trustee may make distributions in cash or
property, or partly in each, provided property is distributed at its fair market
value as at the date of distribution as determined by the trustee.  All
distributions under the plan shall comply with the requirements of Sec-

                                      -45-
<PAGE>
 
tion 401(a)(9) of the Internal Revenue Code and the regulations thereunder.

          9.3.  Commencement of Distributions.  Except as provided below in this
subsection, payment of a participant's benefits will be made (or installment
payments will commence) within a reasonable time after his settlement date, but
not later than 60 days after (a) the end of the plan year in which his
settlement date occurs, or (b) such later date on which the amount of the
payment can be ascertained by the committee.  If a participant's account
balances exceed $3,500, distributions may not be made to the participant before
age 65 without his consent.  Distribution of a participant's benefits shall be
made (or installment payments shall commence) by April 1 of the calendar year
next following the calendar year in which the participant attains age 70-1/2
(his "required commencement date").  If a participant's account balance
determined at the time of a distribution exceeds $3,500, then, for purposes of
this subsection 9.3, the account balance at any subsequent time shall be deemed
to exceed $3,500.

                                      -46-
<PAGE>
 
          9.4.  Designation of Beneficiary.  Each participant from time to time,
by signing a form furnished by the committee, may designate any person or
persons (who may be designated concurrently, contingently or successively) to
whom his benefits are to be paid if he dies before he receives all of his
benefits.  A beneficiary designation form will be effective only when the form
is filed with the committee while the participant is alive and will cancel all
beneficiary designation forms previously filed with the committee.  If a
participant designates someone other than (or in addition to) his spouse as his
primary beneficiary, his spouse must consent in writing to the designation.
Such a consent will be effective only if it acknowledges the specific
beneficiary and the effect of the beneficiary designation, is witnessed by a
plan representative or a notary public, and may not be changed without further
spousal consent (unless the consent expressly permits subsequent beneficiary
designations without spousal consent).  If a participant designates someone
other than (or in addition to) his spouse as his primary beneficiary, and his
spouse does not (or cannot) consent and is living at his death, the
participant's beneficiary designation shall be ineffective, and his 

                                      -47-
<PAGE>
 
benefits shall be distributed to his spouse. If a deceased participant failed to
designate a beneficiary as provided above, or if all of the designated
beneficiaries die before the participant, the participant's benefits shall be
distributed to his spouse or, if there is none, the committee, in its
discretion, may direct the trustee to pay the participant's benefits as follows:

          (a)  To or for the benefit of any one or more of the participant's
               relatives by blood, adoption or marriage who are living at his
               death, and in such proportions as the committee determines; or

          (b)  To the legal representative or representatives of the estate of
               the participant.

If a beneficiary who is living at the participant's death dies before complete
payment of the participant's benefits, the participant's benefits shall be
distributed to the legal representative or representatives of the estate of such
beneficiary.  The term "designated beneficiary" as used in the plan means the
person or persons (including a trustee or other legal representative acting in a
fiduciary capacity) designated by a participant as his beneficiary in the last
effective beneficiary designation form filed with the committee under this
subsection 

                                      -48-
<PAGE>
 
and to whom a deceased participant's benefits are payable under the
plan.  The term "beneficiary" as used in the plan means the natural or legal
person or persons to whom a deceased participant's benefits are payable under
this subsection.  The term "spouse" as used in this subsection means the spouse
to whom the participant was married at the earlier of the date of his death or
the date payment of his benefits commenced, and who is living at the date of the
participant's death.

          9.5.  Missing Participants or Beneficiaries.  Each participant and
each designated beneficiary must file with the committee from time to time in
writing his post office address and each change of post office address.  Any
communication, statement or notice addressed to a participant or beneficiary at
his last post office address filed with the committee, or if no address is filed
with the committee then, in the case of a participant, at his last post office
address as shown on the employers' records, will be binding on the participant
and his beneficiary for all purposes of the plan.  Neither the employers nor the
committee will be required to search for or locate a participant or beneficiary.
If the committee notifies a participant or beneficiary that he is entitled to a
payment and 

                                      -49-
<PAGE>
 
also notifies him of the provisions of this subsection, and the participant or
beneficiary fails to claim his benefits or make his whereabouts known to the
committee within three years after the notification, the benefits of the
participant or beneficiary will be disposed of, to the extent permitted by
applicable law, as follows:

          (a)  If the whereabouts of the participant then is unknown to the
               committee but the whereabouts of the participant's spouse then is
               known to the committee, payment will be made to the spouse;

          (b)  If the whereabouts of the participant and his spouse, if any,
               then is unknown to the committee but the whereabouts of the
               participant's designated beneficiary then is known to the
               committee, payment will be made to the designated beneficiary;

          (c)  If the whereabouts of the participant, his spouse and the
               participant's designated beneficiary then is unknown to the
               committee but the whereabouts of one or more relatives by blood,
               adoption or marriage of the participant is known to the
               committee, the committee may direct the trustee to pay the
               participant's benefits to one or more of such relatives and in
               such proportions as the committee decides; or

          (d)  If the whereabouts of such relatives and the participant's
               designated beneficiary then is unknown to the committee, the
               benefits of such participant or beneficiary will be disposed of
               in an equitable manner 

                                      -50-
<PAGE>
 
               permitted by law under rules adopted by the 
               committee.


          9.6.  Facility of Payment.  When a person entitled to benefits under
the plan is under legal disability, or, in the committee's opinion, is in any
way incapacitated so as to be unable to manage his financial affairs, the
committee may direct the trustee to pay the benefits to such person's legal
representative, or to a relative or friend of such person for such person's
benefit, or the committee may direct the application of such benefits for the
benefit of such person.  Any payment made in accordance with the preceding
sentence shall be a full and complete discharge of any liability for such
payment under the plan.

          9.7.  Direct Transfer of Eligible Rollover Distributions.  If payment
of a participant's benefits constitutes an eligible rollover distribution under
Section 402(c)(4) of the Internal Revenue Code, then the participant or other
eligible distributee may elect to have such distribution paid directly to an
eligible retirement plan described in Section 402(c)(8)(B) of the Internal
Revenue Code.  Each election under this subsection 9.7 shall be made at such
time and in such 

                                      -51-
<PAGE>
 
manner as the committee shall determine, and shall be effective only in
accordance with such rules as shall be established from time to time by the
committee.

          9.8.  Distribution to Alternate Payees.  If a qualified domestic
relations order so provides, the committee shall direct the trustee to
distribute benefits to an alternate payee as of an accounting date specified in
such qualified domestic relations order, without regard to whether such
distribution is made or commences prior to the participant's earliest retirement
age (as defined in Section 414(p)(4)(B) of the Internal Revenue Code) or the
earliest date that the participant could commence receiving benefits under the
plan.

                                      -52-
<PAGE>
 
                                  SECTION 10
                                  ----------

                           Absence and Reemployment
                           ------------------------

          10.1.  Breaks in Service.  If an employee's employment with an
employer or controlled group member should terminate and such employee is
subsequently reemployed by an employer or controlled group member and meets the
requirements of subparagraphs 2.1(a) through (d), the following shall apply:

          (a)  If an employee is reemployed before he has a one year break in
               service (as defined below), his participation in the plan will be
               immediately reinstated upon reemployment, the credited service to
               which he was entitled at the time of termination shall also be
               reinstated, and for purposes of subparagraph 2.2(a) the period of
               his employment termination (but not to exceed 12 months) shall be
               taken into account in determining his credited service.

          (b)  An employee shall incur a "one year break in service" if he is
               not in the employ of one or more employers or controlled group
               members for a period of 12 consecutive months following his
               termination of employment with the employers and controlled group
               members.


          10.2.  Resumption of Participation.  If a participant's employment
with all of the employers should terminate and such participant is subsequently
reemployed by an employer, 

                                      -53-
<PAGE>
 
he shall again become a participant as of his date of rehire if he then meets
the requirements of subparagraphs 2.1(a) through (d), and the years of credited
service to which he was then entitled shall be reinstated. If an employee who is
not participating in the plan should terminate employment and then subsequently
be reemployed by an employer, his eligibility for participation shall be
determined in accordance with subsection 2.1, and he shall become a participant
as of his date of rehire if he then meets the requirements of subparagraphs
2.1(a) through (d) and had met the requirement of subparagraph 2.1(e) prior to
his termination.

          10.3.  Leave of Absence.  A leave of absence will not interrupt
continuity of service or participation in the plan.  A "leave of absence" for
plan purposes means an absence from work which is not treated by the employers
as a termination of employment or which is required by law to be treated as a
leave of absence.  Leaves of absence will be granted under employer rules
applied uniformly to all employees similarly situated.

          10.4.  Maternity and Paternity Absence.  In the case of a maternity or
paternity absence (as defined below), the one 

                                      -54-
<PAGE>
 
year periods beginning on the first day of such absence and the first
anniversary thereof shall not constitute a one-year break in service. A
"maternity or paternity absence" means an employee's absence from work because
of the pregnancy of the employee or birth of a child of the employee, the
placement of a child with the employee in connection with the adoption of such
child by the employee, or for purposes of caring for the child immediately
following such birth or placement. The committee may require the employee to
furnish such information as the committee considers necessary to establish that
the employee's absence was for one of the reasons specified above.

                                      -55-
<PAGE>
 
                                  SECTION 11
                                  ----------

                     The Benefits Administration Committee
                     -------------------------------------

          11.1.  Membership.  The Harris Benefits Administration Committee
consisting of seven persons has been appointed by the bank as "plan
administrator" to administer the plan on behalf of the bank.  Additional members
may be appointed to the committee by the bank in its discretion.  The Secretary
of the bank shall certify to the trustee from time to time each member of the
committee, the person who is designated by the bank as the Chairperson of the
committee and the person who is selected as Secretary of the committee.

          11.2.  Committee's General Powers, Rights and Duties.  Except as
otherwise specifically provided and in addition to the powers, rights and duties
specifically given to the committee elsewhere in the plan and the trust
agreement, the committee shall have the following discretionary powers, rights
and duties:

          (a)  To select a secretary, if it believes it advisable, who may but
               need not be a committee member.

          (b)  To construe and interpret the provisions of the plan and make
               factual determinations 

                                      -56-
<PAGE>
 
               thereunder, including the power to determine the rights or
               eligibility of employees or participants and any other persons,
               and the amounts of their benefits under the plan, and to remedy
               ambiguities, inconsistencies or omissions, and such
               determinations shall be binding on all parties.

          (c)  To adopt such rules of procedure and regulations as in its
               opinion may be necessary for the proper and efficient
               administration of the plan and as are consistent with the plan
               and trust agreement.

          (d)  To enforce the plan in accordance with the terms of the plan and
               the trust agreement and the rules and regulations adopted by the
               committee as above.

          (e)  To direct the trustee as respects payments or distributions from
               the trust fund in accordance with the provisions of the plan.

          (f)  To direct the trustee to receive funds or other property in
               accordance with the provisions of the plan and trust agreement.

          (g)  To direct the trustee to establish additional investment funds or
               to terminate any of the investment funds as it shall from time to
               time consider appropriate and in the best interests of the
               participants in the plan.

          (h)  To furnish the employers with such information as may be required
               by them for tax or other purposes in connection with the plan.

          (i)  To maintain and adjust participants' accounts in accordance with
               the provisions of the plan and trust agreement.

                                      -57-
<PAGE>
 
          (j)  To select and employ agents, attorneys, accountants or other
               persons (who also may be employed by the employers) and to
               allocate or delegate to them such powers, rights and duties as
               the committee may consider necessary or advisable to properly
               carry out administration of the plan, provided that such
               allocation or delegation and the acceptance thereof by such
               agents, attorneys, accountants or other persons, shall be in
               writing.

          (k)  To review and recommend plan modifications and improvements.

          (l)  To supervise and direct the preparation and distribution of
               employee communications and reports regarding the plan.


          11.3.  Manner of Action.  The following provisions apply where the
context admits:

          (a)  A committee member by writing may delegate any or all of his
               rights, powers, duties and discretions to any other member, with
               the consent of the latter.

          (b)  The committee members may act by meeting or by writing signed
               without meeting, and may sign any document by signing one
               document or concurrent documents.

          (c)  An action or a decision of a majority of the members of the
               committee as to a matter shall be as effective as if taken or
               made by all members of the committee.

          (d)  If, because of the number qualified to act, there is an even
               division of opinion among 

                                      -58-
<PAGE>
 
               the committee members as to a matter, a disinterested party
               selected by the committee shall decide the matter and his
               decision shall control.

          (e)  Except as otherwise provided by law, no member of the committee
               shall be liable or responsible for an act or omission of the
               other committee members in which the former has not concurred.

          (f)  The certificate of the Chairperson or of the Secretary of the
               committee or of a majority of the committee members that the
               committee has taken or authorized any action shall be conclusive
               in favor of any person relying on the certificate.


          11.4.  Interested Committee Member.  If a member of the committee is
also a participant in the plan, he may not decide or determine any matter or
question concerning distributions of any kind to be made to him or the nature or
mode of settlement of his benefits unless such decision or determination could
be made by him under the plan if he were not serving on the committee.

          11.5.  Resignation or Removal of Committee Members.  A member of the
committee may be removed by the bank at any time by ten days' prior written
notice to him and the other members of the committee.  A member of the committee
may resign 

                                      -59-
<PAGE>
 
at any time by giving ten days' prior written notice to the bank and the other
members of the committee. The bank may fill any vacancy in the membership of the
committee; provided, however, that if a vacancy reduces the membership of the
committee to less than five, such vacancy shall be filled as soon as
practicable. The bank shall give prompt written notice thereof to the other
members of the committee. Until any such vacancy is filled, the remaining
members may exercise all of the powers, rights and duties conferred on the
committee.

          11.6.  Committee Expenses.  All costs, charges and expenses reasonably
incurred by the committee will be paid by the employers in such proportions as
the bank may direct.  No compensation will be paid to a committee member as
such.

          11.7.  Information Required by Committee.  Each person entitled to
benefits under the plan shall furnish the committee with such documents,
evidence, data or information as the committee considers necessary or desirable
for the purpose of administering the plan.  The employers shall furnish the
committee with such data and information as the committee may deem necessary or
desirable in order to administer the plan.  

                                      -60-
<PAGE>
 
The records of the employers as to an employee's or participant's period of
employment, termination of employment and the reason therefor, leave of absence,
reemployment and earnings will be conclusive on all persons unless determined to
the committee's satisfaction to be incorrect.

          11.8.  Uniform Rules.  The committee shall administer the plan on a
reasonable and nondiscriminatory basis and shall apply uniform rules to all
persons similarly situated.

          11.9.  Review of Benefit Determinations.  The committee will provide
notice in writing to any participant or beneficiary whose claim for benefits
under the plan is denied and the committee shall afford such participant or
beneficiary a full and fair review of its decision if so requested.

          11.10.  Committee's Decision Final.  Subject to applicable law, any
interpretation of the provisions of the plan and any decisions on any matter
within the discretion of the committee made by the committee in good faith shall
be binding on all persons.  A misstatement or other mistake of fact shall be
corrected when it becomes known and the committee 

                                      -61-
<PAGE>
 
shall make such adjustment on account thereof as it considers equitable and
practicable.

                                      -62-
<PAGE>
 
                                  SECTION 12
                                  ----------

                              General Provisions
                              ------------------

          12.1.  Additional Employers.  Any subsidiary or affiliate of the
company may adopt the plan and become a party to the trust agreement by:

          (a)  Filing with the trustee a written instrument executed by an
               officer to that effect; and

          (b)  Filing with the trustee a written instrument executed by an
               officer of the bank consenting to such action.

A subsidiary or affiliate of the company may, with the consent of the bank,
provide in the instrument by which it adopts the plan that only certain groups
or classifications of its employees shall be included, and be considered as
employees, under the plan.

          12.2.  Action by Employers.  Any action required or permitted to be
taken by an employer under the plan shall be by resolution of its Board of
Directors, by resolution of a duly authorized committee of its Board of
Directors, or by a person or persons authorized by resolution of its Board of
Directors or such committee.

                                      -63-
<PAGE>
 
          12.3.  Waiver of Notice.  Any notice required under the plan may be
waived by the person entitled to such notice.

          12.4.  Gender and Number.  Where the context admits, words in the
masculine gender shall include the feminine and neuter genders, the singular
shall include the plural, and the plural shall include the singular.

          12.5.  Controlling Law.  Except to the extent superseded by laws of
the United States, the laws of Illinois shall be controlling in all matters
relating to the plan.

          12.6.  Employment Rights.  The plan does not constitute a contract of
employment, and participation in the plan will not give any employee the right
to be retained in the employ of an employer, nor any right or claim to any
benefit under the plan, unless such right or claim has specifically accrued
under the terms of the plan.

          12.7.  Litigation by Participants.  If a legal action begun against
the trustee, an employer or the committee or any member thereof by or on behalf
of any person results adversely to that person, or if a legal action arises
because of con-

                                      -64-
<PAGE>
 
flicting claims to a participant's or other person's benefits, the cost to the
trustee, the employers or the committee or any member thereof of defending the
action will be charged to the extent permitted by law to the sums, if any, which
were involved in the action or were payable to the person concerned.

          12.8.  Interests Not Transferable.  The interests of persons entitled
to benefits under the plan are not subject to their debts or other obligations
and, except as may be required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax act or pursuant to a qualified domestic
relations order as defined in Section 414(p) of the Internal Revenue Code, may
not be voluntarily or involuntarily sold, transferred, alienated, assigned or
encumbered.

          12.9.  Absence of Guaranty.  Neither the committee nor the employers
in any way guarantee the trust fund from loss or depreciation.  The liability of
the trustee or the committee to make any payment under the plan will be limited
to the assets held by the trustee which are available for that purpose.

                                      -65-
<PAGE>
 
          12.10.  Evidence.  Evidence required of anyone under the plan may be
by certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

                                      -66-
<PAGE>
 
                                  SECTION 13
                                  ----------

                           Amendment and Termination
                           -------------------------

          13.1.  Amendment.  While the employers expect and intend to continue
the plan, the bank reserves the right to amend the plan (in accordance with the
procedures set forth in subsection 12.2) from time to time, except as follows:

          (a)  The duties and liabilities of the committee cannot be changed
               substantially without its consent;

          (b)  No amendment shall reduce the value of a participant's benefits
               to less than the amount he would be entitled to receive if he had
               resigned from the employ of all of the employers on the date of
               the amendment;

          (c)  Except as provided in subsection 4.7, under no condition shall an
               amendment result in the return or repayment to any employer of
               any part of the trust fund or the income from it or result in the
               distribution of the trust fund for the benefit of anyone other
               than persons entitled to benefits under the plan; and

          (d)  No amendment to change the method of allocating any employer's
               contributions to participants' accounts, require a change in the
               vesting or distribution provisions or reduce amounts then
               credited to participants' accounts shall be effective as applied
               to the bank unless and until approved by employee-participants
               employed by the bank and representing not less than fifty-one
               percent of the total amount contributed 

                                      -67-
<PAGE>
 
               by the bank and allocated to the accounts of employee-
               participants employed by the bank on the last day of the
               preceding calendar year.


          13.2.  Termination.  The plan will terminate as to all employers on
any date specified by the company (in accordance with the procedures set forth
in subsection 10.2) if thirty days' advance written notice of the termination is
given to the committee, the trustee and the other employers.  The plan will
terminate as to an individual employer on the first to occur of the following:

          (a)  The date it is terminated by that employer (in accordance with
               the procedures set forth in subsection 10.2) if 30 days' advance
               written notice of the termination is given to the committee, the
               trustee and the other employers.

          (b)  The date that employer is judicially declared bankrupt or
               insolvent.

          (c)  The date that employer completely discontinues its contributions
               under the plan.

          (d)  The dissolution, merger, consolidation or reorganization of that
               employer, or the sale by that employer of all or substantially
               all of its assets, except that:

               (i)  in any such event arrangements may be made with the consent
                    of the company whereby the plan will be continued by any
                    successor to 

                                      -68-
<PAGE>
 
                    that employer or any purchaser of all or substantially all
                    of its assets, in which case the successor or purchaser will
                    be substituted for that employer under the plan and the
                    trust agreement; and

               (ii) if an employer is merged, dissolved, or in any other way
                    reorganized into, or consolidated with, any other employer,
                    the plan as applied to the former employer will
                    automatically continue in effect without a termination
                    thereof.


          13.3.  Vesting and Distribution on Termination.  On termination or
partial termination of the plan, the date of termination will be a "special
accounting date" and, after all adjustments then required have been made, each
affected participant's benefits will be nonforfeitable and will be distributable
to the participant or his beneficiary in accordance with the provisions of
Section 9.

          13.4.  Notice of Amendment or Termination.  Participants will be
notified of an amendment or termination of the plan within a reasonable time.

                                      -69-
<PAGE>
 
          13.5.  Plan Merger, Consolidation, etc.  In the case of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan,
each participant's benefits if the plan terminated immediately after such
merger, consolidation or transfer shall be equal to or greater than the benefits
he would have been entitled to receive if the plan had terminated immediately
before the merger, consolidation or transfer.

                                      -70-
<PAGE>
 
                                 SUPPLEMENT A
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                   Voluntary Life Insurance for Participants
                   -----------------------------------------



          A-1.  Elections.  Subject to the conditions and limitations set forth
below in this Supplement A, a Participant may elect to have part of his account
balance invested in one or more permanent life insurance policies issued on the
life of the Participant, his spouse and/or his children and held by the Trustee.
A Participant may elect to discontinue premium payments on any such policy, or
to have any such policy surrendered for cash and the cash proceeds thereof
credited to his account. Unless waived by the Committee, each election by a
Participant under this paragraph A-1 must be in writing and filed with the
Committee at such time, in such manner, and in accordance with such rules as the
Committee shall establish. Each life insurance policy purchased on the life of
the Participant, his spouse and/or his children shall be issued by such
insurance company, and shall contain such provisions, as the Committee may
determine.  Notwithstanding the foregoing, participants are no longer permitted
to purchase life insurance policies under the plan.


          A-2.  Premium Payments.  The following rules shall apply with respect
to any premium payments on life insurance policies purchased under this
Supplement A:

          (a)  The Trustee shall not make any premium payment if it exceeds an
               amount equal to that portion of the Participant's account balance
               which he would be entitled to receive (after any charges required
               under the Plan) if his termination occurred on the premium
               payment date.
<PAGE>
 
          (b)  Except as provided in subparagraph (c) below, any premium payment
               made by the Trustee on a life insurance policy for or on behalf
               of a Participant will be limited so that the total amount of such
               premium payment and the aggregate of such premium payments
               theretofore made by the Trustee for or on behalf of the
               Participant will be less than an amount equal to the sum of:  (i)
               the total unwithdrawn contributions made by the Participant under
               the Plan (other than contributions made under Supplement C and
               D); and (ii) 25% of the total of the Employer contributions and
               Forfeitures theretofore credited to the Participant's account
               under the Plan.

          (c)  The limitations contained in subparagraph (b) above shall not
               apply if the premium payment will not reduce the Participant's
               account balance to less than an amount equal to the Employer
               contributions credited to the Participant's account in the 24-
               month period ending on the premium payment date.


          A-3.  Accounting.  Premium payments made by the Trustee in accordance
with an election under paragraph A-1 will be charged in accordance with
subparagraph 7.4(a) of the Plan to the respective accounts of the Participants
as of the first day of the valuation period during which the premium payment is
made; provided, however, that if at a Participant's termination date premium
payments have been made by the Trustee but not charged to the Participant's
account, the such premium payments shall be charged to the Participant's account
before any other adjustments required under the Plan as of that date.

           
          A-4.  Manner of Distributing Life Insurance Benefits.  Subject to
the provisions of subsection 9.3 of the Plan,
<PAGE>
 
 after each Participant's termination date any life insurance policy issued on
the life of the Participant, his spouse and/or his children and held by the
Trustee shall be assigned to the Participant. In the event of the death of the
insured under such a policy, the policy may be assigned to the beneficiary
thereunder, or the proceeds thereof may be paid to such beneficiary or, if the
Trustee is the beneficiary, credited to the Participant's account.
<PAGE>
 
                                 SUPPLEMENT B
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                       Special Rules for Top-Heavy Plans
                       ---------------------------------



          B-1.  Purpose and Effect.  The purpose of this Supplement B is to
comply with the requirements of Section 416 of the Internal Revenue Code of
1954.  The provisions of this Supplement B shall be effective for each plan year
beginning after December 31, 1983 in which the Plan is a "top-heavy plan" within
the meaning of Section 416(g) of the Internal Revenue Code.


          B-2.  Top-Heavy Plan.  In general, the Plan will be a top-heavy plan
for any plan year if, as of the last day of the preceding plan year (the
"determination date"), the aggregate account balances of Participants who are
key employees (as defined in Section 416(i)(1) of the Internal Revenue Code)
exceed 60 percent of the aggregate account balances of all Participants.  In
making the foregoing determination, the following special rules shall apply:

          (a)  A Participant's account balances shall be increased by the
               aggregate distributions, if any, made with respect to the
               Participant during the 5-year period ending on the determination
               date.

          (b)  The account balances of a Participant who was previously a key
               employee, but who is no longer a key employee, shall be
               disregarded.

          (c)  The accounts of a beneficiary of a Participant shall be
               considered accounts of the Participant.

                                      B-1
<PAGE>
 
          (d)  The account balances of a Participant who did not perform any
               services for an Employer during the 5-year period ending on the
               determination date shall be disregarded.


          B-3.  Key Employee.  In general, a "key employee" is an Employee who,
at any time during the 5-year period ending on the determination date, is:

          (a)  an officer of an Employer receiving annual compensation greater
               than 50% of the limitation in effect under Section 415(b)(1)(A)
               of the Internal Revenue Code; provided, that for purposes of this
               subparagraph (a), no more than 50 Employees of the Employers (or
               if lesser, the greater of 3 Employees or 10 percent of the
               Employees) shall be treated as officers.

          (b)  one of the ten Employees receiving annual compensation from the
               Employers of more than the limitation in effect under Section
               415(c)(1)(A) of the Internal Revenue Code and owning both more
               than a 1/2 percent interest and the largest interests in the
               Employers;

          (c)  a 5 percent owner of an Employer; or

          (d)  a 1 percent owner of an Employer receiving annual compensation
               from the Employers of more than $150,000.


          B-4.  Minimum Employer Contribution.  For any plan year in which the
Plan is a top-heavy plan, the Employer contribution credited to each Participant
who is not a key employee shall not be less than 3 percent of such Participant's
compensation for that year.  In no event, however, shall the Employer
contribution credited in any year to a Participant who 
                      
                                      B-2
<PAGE>
 
                                 SUPPLEMENT C
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                   Money Purchase Pension Plan for Employees
                   -----------------------------------------
 


          C-1.  Purpose.  The purpose of this Supplement C is to establish a
money purchase pension plan to allow certain Employees of the Employers who are
not Participants in the Plan to make voluntary contributions under this
Supplement C.


          C-2.  Effective Date.  The effective date of this Supplement C is
January 1, 1981.  This Supplement C shall cease to be effective after December
31, 1994.


          C-3.  Participation.  Each Employee of an Employer who is a
Participant in this Supplement C (a "Supplement C Participant") on January 1,
1982 will continue as a Supplement C Participant, subject to the provisions of
paragraph C-11 below, after that date.  Each other Employee of an Employer who
is not a Participant in the Plan shall become a Supplement C Participant on the
last day of the month, beginning January 31, 1982, coincident with or next
following the date he meets all of the following requirements:

          (a)  He is either a citizen or resident of the United States of
               America;

          (b)  His salary from his Employer is computed on an annual, monthly or
               semi-monthly basis; and

          (c)  He has completed one year of credited service.

                                      C-1
<PAGE>
 
          C-4.  Amount of Contributions.  Under the terms stated below, and
subject to any limitations contained in the Plan or this Supplement C, a
Supplement C Participant, if he so desires, may elect to make contributions
under this Supplement C for any calendar year, beginning with the later of the
calendar year ending December 31, 1981 or the calendar year in which he becomes
a Supplement C Participant, in an amount not more than ten percent of his
compensation (as defined in subsection 3.2 of the Plan) for that year.  Each
such election by a Supplement C Participant under this paragraph C-4 must be in
writing and filed with his Employer at such time and in such way as the
Committee determines, and shall be deemed to be an irrevocable designation that
such contributions are not to be treated as "qualified voluntary employee
contributions" under Section 219 of the Internal Revenue Code of 1954.


          C-5.  Changes in Contributions.  A Supplement C Participant may elect
to vary his contributions under this Supplement C within the limits specified in
paragraph C-4, or he may elect to discontinue such contributions effective as of
the beginning of any pay period.  If a Supplement C Participant discontinues his
contributions, he may resume such contributions only as of a date specified for
that purpose by the Committee.  Each such election shall be made at such time,
in such manner, and in accordance with such rules as the Committee shall
establish.


          C-6.  Payment of Contributions.  A Supplement C Participant's
contributions may be made by regular payroll deductions or in any other way
approved by the Committee.  Supplement C Participant contributions deducted by
an Employer shall be paid by such Employer to the Trustee.
                   

          C-7.  Withdrawal of Contributions.  A Supplement C Participant may
elect to withdraw all or any portion of the contributions made under this
Supplement C and then credited to his Supplement C account, provided that no
withdrawal under this Paragraph C-7 shall be for less than $200, unless approved

                                      C-2
<PAGE>
 
by the Committee.  Each election by a Participant under this paragraph C-7 shall
be permitted only at such time, in such manner, and in accordance with such
rules as the Committee shall establish.
                    

          C-8.  Investment of Contributions.  Contributions under this
Supplement C normally will be invested in the Guaranteed Fund.  However, a
Supplement C Participant may elect to have all or a portion of his contributions
under this Supplement C invested in one or more of the other Investment Funds
(other than the Employer Stock Fund).  Subject to the foregoing limitations of
this paragraph, a Supplement C Participant may also elect that all or a part of
his interest in an Investment Fund shall be liquidated and the proceeds thereof
transferred to one or more of the other Investment Funds.  Each election by a
Participant under this paragraph C-8 shall be permitted only at such time, in
such manner, and in accordance with such rules as the Committee shall establish.


          C-9.  Accounting.  If a Supplement C Participant elects to make
contributions, the Committee shall maintain a "Supplement C account" in his name
which will reflect his contributions under this Supplement C and the income,
losses, appreciation and depreciation attributable thereto.  As of each
valuation date, the Committee shall:

          (a)  First, charge to each Supplement C account all payments or
               distributions made from such account since the last preceding
               valuation date that have not been charged previously;

          (b)  Next, credit each Supplement C account with its pro rata share of
               any increase or charge such account with its pro rata share of
               any decrease in the value of the "adjusted net worth" of each
               Investment Fund in which it has an interest as of that date; and

                                      C-3
<PAGE>
 
          (c)  Finally, credit each Supplement C Participant's contributions
               made since the last preceding valuation date to his Supplement C
               account.

Contributions not yet allocated to Supplement C accounts will be excluded in
determining the adjusted net worth of an Investment Fund.


          C-10.  Vesting.  The right of a Supplement C Participant to the
balance in his Supplement C account, as adjusted under paragraph C-9 above,
shall be nonforfeitable at all times.


          C-11.  Transfer of Accounts.  If a Supplement C Participant becomes a
Participant in the Plan, he shall cease to be a Supplement C Participant, and
the balance in his Supplement C account shall be transferred to the account
maintained in his name under the Plan and thereafter shall be held and
distributed in accordance with the terms of the Plan.

                         
          C-12.  Distribution.  If a Supplement C Participant should terminate
employment with all of the Employers for any reason before he becomes a
Participant in the Plan, the balance in his Supplement C account shall be paid
to him, or in the event of his death to his beneficiary, in a lump sum.


          C-13.  Use of Terms.  All terms and provisions of the Plan shall apply
to this Supplement C, except that where the terms and provisions of the Plan and
this Supplement C conflict, the terms and provisions of this Supplement C shall
govern.

                                      C-4
<PAGE>
 
                                 SUPPLEMENT D
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                              Deductible Deposits
                              -------------------



          D-1.  Purpose.  The purpose of this Supplement D is to allow certain
Employees of the Employers to make deductible employee contributions
("deposits") under this Supplement D.  All deposits made under this Supplement D
will be treated as "qualified voluntary employee contributions" under Section
219 of the Internal Revenue Code of 1954.  Voluntary contributions made under
Section 3 or Supplement C of the Plan may not be treated as qualified voluntary
employee contributions.


          D-2.  Effective Date.  The effective date of this Supplement D is
January 1, 1982.


          D-3.  Participation.  Each Employee of an Employer shall become a
Participant in this Supplement D (a "Supplement D Participant") on the date as
of which he becomes either a Participant in the Plan or a Supplement C
Participant, but not prior to January 1, 1982.


          D-4.  Amount of Deposits.  Under the terms stated below, and subject
to any limitations contained in the Plan or this Supplement D, a Supplement D
Participant, if he so desires, may elect to make deposits under this Supplement
D for any calendar year, beginning with the later of the calendar year ending
December 31, 1982 or the calendar year in which he becomes a Supplement D
Participant, in an amount not more than the lesser of:  (a) $2,000, or (b) 100%
of his compensation (whether or not earned as a Supplement D Participant) for
that year.  Each such election by a Supplement D Participant under 
        
                                      D-1
<PAGE>
 
this paragraph D-4 must be in writing and filed with his Employer at such time
and in such way as the Committee determines, but not later than the end of the
calendar year for which such deposits are to be made. A Supplement D Participant
may not make deposits under this Supplement D for any calendar year ending after
the earlier of (i) the date he attains age 70-1/2 years, or (ii) December 31,
1986.


          D-5.  Deduction or Payment of Deposits.  A Supplement D Participant's
deposits must be made in cash by the end of the calendar year for which they are
made.  Such deposits may be made by regular payroll deductions or in any other
way approved by the Committee.  Supplement D Participant deposits deducted by an
Employer shall be paid by such Employer to the Trustee.


          D-6.  Variation, Discontinuance and Resumption of Deposits.  A
Supplement D Participant may elect to change his deposit rate (but not
retroactively) within the limits specified in paragraph D-4 above, to
discontinue making deposits or to resume deposits.  Each such election shall be
made at such time, in such manner, and in accordance with such rules as the
Committee shall establish.


          D-7.  Investment of Deposits.  Deposits under this Supplement D
normally will be invested in the Guaranteed Fund.  However, a Supplement D
Participant may elect to have all or a portion of his deposits under this
Supplement D invested in one or more of the other Investment Funds (other than
the Employer Stock Fund).  Subject to the foregoing limitations of this
paragraph, a Supplement D Participant may also elect that all or a part of his
interest in an Investment Fund shall be liquidated and the proceeds thereof
transferred to one or more of the other Investment Funds.  Each election by a
Participant under this paragraph D-7 shall be permitted only at such time, in
such manner, and in accordance with such rules as the Committee shall establish.
        
                                      D-2
<PAGE>
 
          D-8.  Accounting.  If a Supplement D Participant elects to make
deposits, the Committee shall maintain a "Supplement D account" in his name
which will reflect his deposits under this Supplement D and the income, losses,
appreciation and depreciation attributable thereto.  As of each valuation date,
the Committee shall:

          (a)  First, charge to each Supplement D account all payments or
               distributions made from such account since the last preceding
               valuation date that have not been charged previously;

          (b)  Next, credit each Supplement D account with its pro rata share of
               any increase or charge such account with its pro rata share of
               any decrease in the value of the "adjusted net worth" of each
               Investment Fund in which it has an interest as of that date; and

          (c)  Finally, credit each Supplement D Participant's deposits made
               since the last preceding valuation date to his Supplement D
               account.
                  
Deposits not yet allocated to Supplement D accounts will be excluded in
determining the adjusted net worth of an Investment Fund.


          D-9.  Vesting.  The right of a Supplement D Participant to the balance
in his Supplement D account, as adjusted under paragraph D-8 above, shall be
nonforfeitable at all times.


          D-10.  Withdrawal of Deposits.  If the Committee so provides, a
Supplement D Participant may elect to withdraw all or any portion of the amount
then credited to his Supplement D account.  Each election by a Participant under
this paragraph D-10 shall be permitted only at such time, in such manner, and 

                                      D-3
<PAGE>
 
in accordance with such rules as the Committee shall establish. Any amounts
withdrawn by a Participant from his Supplement D account shall be treated as a
distribution of his "accumulated deductible employee contributions" under
Section 72 of the Internal Revenue Code of 1954.


          D-11.  Loans.  The balance in a Participant's Supplement D account
shall be excluded for purposes of determining the amount of any loan which may
be made to the Participant under subsection 7.6 of the Plan.


          D-12.  Distribution.  As soon as practicable after December 31, 1987,
the balance in each Participant's Supplement D account (after all adjustments
required under paragraph D-8 as of that date have been made) will be distributed
to him by one of the following methods:

          (a)  By a lump sum payment.

          (b)  By transfer to an individual retirement account established by
               the Participant at the Bank.

A Supplement D Participant may elect the method of distributing his benefits
under this paragraph D-12; provided that if a Participant fails to make such an
election within the time prescribed by the Committee, his Supplement D account
shall be distributed under subparagraph (a) above.


          D-13.  Use of Terms.  All terms and provisions of the Plan shall apply
to this Supplement D, except that where the terms and provisions of the Plan and
this Supplement D conflict, the terms and provisions of this Supplement D shall
govern.
             
                                      D-4
<PAGE>
 
                                 SUPPLEMENT E
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                          Adoption by Argo State Bank
                          ---------------------------



          E-1.  On July 31, 1982 (the "Closing Date"), Harris Bankcorp, Inc.
acquired 100% of the voting shares of Argo State Bank ("Argo").  Effective as of
the Closing Date, Argo adopted Employees' Savings and Profit Sharing Plan of
Harris Trust and Savings Bank and Affiliated Companies (the "Harris Plan") for
the benefit of its eligible employees and became a party to Employees' Savings
and Profit Sharing Trust Fund of Harris Trust and Savings Bank and Affiliated
Companies as an employer thereunder.  Prior to the Closing Date, Argo was an
employer under a savings plan (the "Argo Plan") for the benefit of certain of
its eligible employees.


          E-2.  Salaried employees of Argo on the Closing Date who, immediately
prior to that date, were covered under the Argo Plan will become Participants in
the Harris Plan effective as of the Closing Date.  Other salaried employees of
Argo on the Closing Date will become Participants in the Harris Plan on the
earlier of the date they satisfy the eligibility requirements of the Harris Plan
or the date they would have satisfied the eligibility requirements of the Argo
Plan.  Employees hired by Argo after the Closing Date will become Participants
in the Harris Plan on the date they satisfy the eligibility requirements of the
Harris Plan.


          E-3.  The last continuous period of employment of an employee with
Argo prior to the Closing Date shall be included in his credited service for
purposes of determining when he satisfies the eligibility requirements of the
Harris Plan.

                                      E-1
<PAGE>
 
          E-4.  All provisions of the Harris Plan, to the extent that they are
consistent with the provisions of this Supplement, shall apply to employees of
Argo covered under the Harris Plan.  Unless the context clearly implies or
indicates the contrary, a word, term or phrase used in the Harris Plan is
similarly used or defined in this Supplement.














                                      E-2
<PAGE>
 
                                 SUPPLEMENT F
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


               Adoption by Roselle State Bank and Trust Company
               ------------------------------------------------



          F-1.  Introduction.  Effective as of January 1, 1983, Roselle State
Bank and Trust Company ("Roselle") adopted Employees' Savings and Profit Sharing
Plan of Harris Trust and Savings Bank and Affiliated Companies (the "Harris
Plan") as an amendment, restatement and continuation of the profit sharing plan
(the "Roselle Plan") incorporated in Roselle State Bank and Trust Company Profit
Sharing Plan and Trust (the "Roselle Trust").  The Roselle Trust is being merged
into and continued in the form of Employees' Savings and Profit Sharing Trust
Fund of Harris Trust and Savings Bank and Affiliated Companies.


          F-2.  Participation in the Harris Plan.  Employees of Roselle on
December 31, 1982 who were covered under the Roselle Plan on that date will
become Participants in the Harris Plan effective as of January 1, 1983.  Other
employees of Roselle will become Participants in the Harris Plan on the date
they satisfy the eligibility requirements of the Harris Plan.  The last
continuous period of employment of an employee with Roselle prior to January 1,
1983 shall be included in his credited service for purposes of determining when
he satisfies the eligibility requirements of the Harris Plan.


          F-3.  Employer Contributions by Roselle.  Notwithstanding the
provisions of subsection 4.3 of the Harris Plan, for each calendar year for
which Roselle has been designated as a Separate Employer pursuant to Section 17
or subsection 4.1 of the Harris Plan, Roselle will contribute to the Harris Plan
such amount, if any, as shall be determined by the Board of 
           
                                      F-1
<PAGE>
 
Directors of Roselle. The provisions of this paragraph F-3 shall cease to be
effective after December 31, 1994.


          F-4.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Roselle Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.


          F-5.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement F, except that where the terms and provisions of the
Harris Plan and this Supplement F conflict, the terms and provisions of this
Supplement F shall govern.
                
                                      F-2
<PAGE>
 
                                 SUPPLEMENT G
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                 Adoption by Harris Trust Company of New York
                 --------------------------------------------



          G-1.  Introduction.  On or about September 30, 1983, Harris Trust
Company of New York ("HTCNY") acquired the Shareholder Services operations of
Chemical Bank ("Chemical"), and certain employees of Chemical ("Transferred
Employees") transferred to employment with HTCNY.  Effective as of January 3,
1984, HTCNY adopted Employees' Savings and Profit Sharing Plan of Harris Trust
and Savings Bank and Affiliated Companies (the "Harris Profit Sharing Plan") for
the benefit of its eligible employees and became a party to Employees' Savings
and Profit Sharing Trust Fund of Harris Trust and Savings Bank and Affiliated
Companies as an Employer thereunder.  Prior to their employment by HTCNY,
certain Transferred Employees were covered under Profit Sharing Plan of Chemical
Bank and Certain Affiliates (the "Chemical Profit Sharing Plan").


          G-2.  Participation in the Harris Profit Sharing Plan.  Transferred
Employees who were covered under the Chemical Profit Sharing Plan immediately
prior to their employment with HTCNY will become Participants in the Harris
Profit Sharing Plan effective as of the date of their employment by HTCNY.
Other Transferred Employees will become Participants in the Harris Profit
Sharing Plan upon the completion of three years of credited service.  A
Transferred Employee's last continuous period of employment with Chemical prior
to his employment by HTCNY shall be included in his credited service.  Other
employees hired by HTCNY will become participants in the Harris Profit Sharing
Plan when they satisfy the eligibility requirements of the Harris Profit Sharing
Plan.

                                      G-1
<PAGE>
                     
          G-3.  Use of Terms.  All terms and provisions of the Harris Profit
Sharing Plan shall apply to this Supplement G, except that where the terms and
provisions of the Harris Profit Sharing Plan and this Supplement G conflict, the
terms and provisions of this Supplement G shall govern.

                                      G-2
<PAGE>
 
                                 SUPPLEMENT H
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                         Adoption by Bank of Montreal
                         ----------------------------



          H-1.  Introduction.  Effective as of September 4, 1984, Harris
Bankcorp, Inc. became a wholly owned subsidiary of Bank of Montreal ("BMO").
Effective as of July 1, 1985, BMO adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan") for the benefit of certain
of its United States employees ("eligible BMO employees") and became a party to
Employees' Savings and Profit Sharing Trust Fund of Bank of Montreal/Harris as
an Employer thereunder.


          H-2.  Participation in the Harris Plan.  Each eligible BMO employee
shall become a Participant in the Harris Plan on the first day of the month,
beginning July 1, 1985, coincident with or next following the date he satisfies
the eligibility requirements of the Harris Plan.  Employment with BMO prior to
July 1, 1985 shall be included in an eligible BMO employee's credited service
for purposes of determining when he satisfies the eligibility requirements of
the Harris Plan, and all such employment (whether or not continuous) shall be
taken into account in the case of an employee who was employed by BMO on June
30, 1985.


          H-3.  Employer Contributions by BMO.  Notwithstanding the provisions
of subsection 4.3 of the Harris Plan, for each calendar year for which BMO has
been designated as a Separate Employer pursuant to Section 17 or subsection 4.1
of the Harris plan, BMO will contribute to the Harris Plan such amount, if any,
as shall be determined by BMO.  The provisions of this paragraph H-3 shall cease
to be effective after December 31, 1994.

                                      H-1
<PAGE>
 
          H-4.  Accounts.  Certain eligible BMO employees are Members in Bank of
Montreal U.S. Pension Plan (the "BMO Plan"). The Committee shall establish a
separate account under the Harris Plan in the name of each Member in the BMO
Plan whose Accumulated Contributions thereunder (as defined in Section 10.05 of
the BMO Plan) are transferred to the Harris Plan, with an opening balance equal
to the amount transferred to the Harris Plan on his behalf.
                          

          H-5.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement H, except that where the terms and provisions of the
Harris Plan and this Supplement H conflict, the terms and provisions of this
Supplement H shall govern.

                                      H-2
<PAGE>
 
                                 SUPPLEMENT I
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                        Coverage of Former Employees of
                        -------------------------------
                         National Westminster Bank USA
                         -----------------------------



          I-1.  Introduction.  On or about January 18, 1985, Harris Trust
Company of New York ("HTCNY") acquired the Shareholder Services operations of
National Westminster Bank USA ("Westminster"), and certain employees of
Westminster ("Transferred Employees") transferred to employment with HTCNY.
HTCNY has adopted Employees' Savings and Profit Sharing Plan of Bank of
Montreal/Harris (the "Harris Plan") for the benefit of its eligible employees.
Prior to their employment by HTCNY, certain Transferred Employees were covered
under Westminster Savings Plan (the "Westminster Plan").


          I-2.  Participation in the Harris Plan.  Transferred Employees who
were covered under the Westminster Plan immediately prior to their employment
with HTCNY will become Participants in the Harris Plan effective as of the date
of their employment by HTCNY.  Other Transferred Employees will become
Participants in the Harris Plan upon the completion of three years of credited
service.  A Transferred Employee's last continuous period of employment with
Westminster prior to his employment by HTCNY shall be included in this credited
service.


          I-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each Transferred Employee whose interest
under the Westminster Plan is transferred to the Harris Plan, with an opening
balance equal to the amount transferred to the Harris Plan on his behalf.
            
                                      I-1
<PAGE>
 
          I-4.  Use of Terms.  All terms and provisions of the Harris plan shall
apply to this Supplement I, except that where the terms and provisions of the
Harris Plan and this Supplement I conflict, the terms and provisions of this
Supplement I shall govern.
                
                                      I-2
<PAGE>
 
                                 SUPPLEMENT J
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                Adoption by Derivitive Markets Management, Inc.
                -----------------------------------------------



          J-1.  Introduction.  Effective as of March 20, 1986, Derivitive
Markets Management, Inc. ("DMM") adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan") for the benefit of its
eligible employees and became a party to Employees' Savings and Profit Sharing
Trust Fund of Bank of Montreal/Harris as an Employer thereunder.


          J-2.  Employer Contributions by DMM.  Notwithstanding the provisions
of subsection 4.3 of the Harris Plan, for each calendar year for which DMM has
been designated as a Separate Employer pursuant to Section 17 or subsection 4.1
of the Harris Plan, DMM will contribute to the Harris Plan such amount, if any,
as shall be determined by DMM.


          J-3.  The chief executive officer of DMM will not participate in DMM
contributions under the Harris Plan.


          J-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement J, except that where the terms and provisions of the
Harris Plan and this Supplement J conflict, the terms and provisions of this
Supplement J shall govern.  This Supplement J shall cease to be effective after
December 31, 1994.

                                      J-1
<PAGE>
 
                                 SUPPLEMENT K
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                    Adoption by Harris Bank Wilmette, N.A.
                    --------------------------------------



          K-1.  Introduction.  As of January 1, 1987 (the "Effective Date"),
Harris Bank Wilmette, N.A. ("Wilmette") adopted Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment,
restatement and continuation of First National Bank of Wilmette Profit Sharing
Retirement Plan (the "Wilmette Plan").  First National Bank of Wilmette Profit
Sharing Retirement Trust is being merged into and continued in the form of
Employees' Savings and Profit Sharing Trust Fund of Bank of Montreal/Harris.


          K-2.  Participation in the Harris Plan.  Employees of Wilmette on the
Effective Date who, immediately prior to that date, were covered under the
Wilmette Plan will become Participants in the Harris Plan on the Effective Date.
Other employees of Wilmette on the Effective Date will become Participants in
the Harris Plan on the earlier of the date they satisfy the eligibility
requirements of the Harris Plan or the date they would have satisfied the
eligibility requirements of the Wilmette Plan.  Employees hired by Wilmette
after the Effective Date will become Participants in the Harris Plan on the date
they satisfy the eligibility requirements of the Harris Plan.  The last
continuous period of employment of an employee with Wilmette prior to the
Effective Date shall be included in his credited service for purposes of
determining when he satisfies the eligibility requirements of the Harris plan.


          K-3.  Employer Contributions by Wilmette.  Notwithstanding the
provisions of subsection 4.3 of the Harris Plan, 

                                      K-1
<PAGE>
 
for each calendar year for which Wilmette has been designated as a Separate
Employer pursuant to Section 17 or subsection 4.1 of the Harris Plan, Wilmette
will contribute to the Harris Plan such amount, if any, as shall be determined
by the Board of Directors of Wilmette. The provisions of this paragraph K-3
shall cease to be effective after December 31, 1994.


          K-4.  Accounts.  The Committee shall establish a separate account
under the Harris plan in the name of each participant in the Wilmette Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.


          K-5.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement K, except that where the terms and provisions of the
Harris Plan and this Supplement K conflict, the terms and provisions of this
Supplement K shall govern.

                                      K-2
<PAGE>
 
                                 SUPPLEMENT L
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                        Coverage of Former Employees of
                        -------------------------------
                           Marine Midland Bank, N.A.
                           -------------------------



          L-1.  Introduction.  On or about September 20, 1985, Harris Trust
Company of New York ("HTCNY") acquired the Shareholder Services operations of
Marine Midland Bank, N.A. ("MMB"), and certain employees of MMB ("Transferred
Employees') transferred to employment with HTCNY.  HTCNY has adopted Employees'
Savings and Profit Sharing Plan of Bank of Montreal/ Harris (the "Harris Plan")
for the benefit of its eligible employees.  Prior to their employment by HTCNY,
certain Transferred Employees were covered under The Marine Midland Thrift
Incentive Plan (the "MMB Savings Plan").


          L-2.  Participation in the Harris Plan.  Transferred Employees who
were covered under the MMB Savings Plan immediately prior to their employment
with HTCNY will become Participants in the Harris Plan effective as of the date
of their employment by HTCNY.  Other Transferred Employees will become
Participants in the Harris Plan upon the completion of three years of credited
service.  A Transferred Employee's last continuous period of employment with MMB
prior to his employment by HTCNY shall be included in his credited service.


          L-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each Transferred Employee whose interest
under the MMB Savings Plan is transferred to the Harris Plan, with an opening
balance equal to the amount transferred to the Harris Plan on his behalf.

                                      L-1
<PAGE>
 
          L-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement L, except that where the terms and provisions of the
Harris Plan and this Supplement L conflict, the terms and provisions of this
Supplement L shall govern.
                        
                                      L-2
<PAGE>
 
                                 SUPPLEMENT M
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                   Adoption by Harris Bank Barrington, N.A.
                   ----------------------------------------



          M-1.  Introduction.  As of January 1, 1989 (the "Effective Date"),
Harris Bank Barrington, N.A. ("Barrington") adopted Employees' Savings and
Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an
amendment, restatement and continuation of First Retirement Estates Plan of
Harris Bank Barrington (the "Barrington Plan").  First Retirement Estates of
Harris Bank Barrington is being merged into and continued in the form of
Employees' Savings and Profit Sharing Trust Fund of Bank of Montreal/Harris.


          M-2.  Participation in the Harris Plan.  Employees of Barrington on
the Effective Date who, immediately prior to that date, were covered under the
Barrington Plan will become Participants in the Harris Plan on the Effective
Date.  Other employees of Barrington will become Participants in the Harris Plan
on the date they satisfy the eligibility requirements of the Harris Plan.  The
last continuous period of employment of an employee with Barrington prior to the
Effective Date shall be included in his credited service for purposes of
determining when he satisfies the eligibility requirements of the Harris Plan.


          M-3.  Allocation of Employer Contributions.  Notwithstanding the
provisions of subsection 3.7 of the Harris Plan, an employee of Barrington on
the Effective Date will be entitled to share in Employer contributions after he
has completed one year of credited service.

                                      M-1
<PAGE>
 
          M-4.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Barrington Plan
whose interest thereunder is transferred to the Harris Plan, with an opening
balance equal to the amount transferred to the Harris Plan on his behalf.

                   
          M-5.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement M, except that where the terms and provisions of the
Harris Plan and this Supplement M conflict, the terms and provisions of this
Supplement M shall govern.

                                      M-2
<PAGE>
 
                                 SUPPLEMENT N
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                     Adoption by Harris Bank Libertyville
                     ------------------------------------



          N-1.  Introduction.  As of July 1, 1990 (the "Effective Date"), Harris
Bank Libertyville ("Libertyville") adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan").

          N-2.  Participation in the Harris Plan.  Employees of Libertyville
will become Participants in the Harris Plan on the first day of the month,
beginning with the Effective Date, on which they satisfy the eligibility
requirements of the Harris Plan.  The last continuous period of employment of an
employee with Libertyville prior to the Effective Date shall be included in his
credited service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan.

          N-3.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement N, except that where the terms and provisions of the
Harris Plan and this Supplement N conflict, the terms and provisions of this
Supplement N shall govern.

                                      N-1
<PAGE>
 
                                 SUPPLEMENT O
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                    Adoption by Harris Bank Hinsdale, N.A.
                    --------------------------------------



          O-1.  Introduction.  As of July 1, 1992 (the "Effective Date"), Harris
Bank Hinsdale, N.A. ("Hinsdale") adopted Employees' Savings and Profit Sharing
Plan of Bank of Montreal/Harris (the "Harris Plan").  Prior to the Effective
Date, certain Hinsdale employees were covered under a profit sharing plan
maintained by Hinsdale (the "Hinsdale Plan").  The Hinsdale Plan was terminated
effective October 31, 1991 (the "Termination Date"), and certain accounts of
participants in the Hinsdale Plan are being transferred to the Harris Plan.

          O-2.  Participation in the Harris Plan.  Employees of Hinsdale who
were hired on or before the Termination Date will become Participants in the
Harris Plan on the Effective Date.  Employees hired by Hinsdale after the
Termination Date will become Participants in the Harris Plan on the date they
satisfy the eligibility requirements of the Harris Plan.  The last continuous
period of employment of an employee with Hinsdale prior to the Effective Date
shall be included in his credited service for purposes of determining when he
satisfies the eligibility requirements of the Harris Plan.

          O-3.  Allocation of Employer Contributions.  Notwithstanding the
provisions of subsection 7.5 of the Harris Plan, an employee of Hinsdale who
became a Participant in the Harris Plan on the Effective Date will be entitled
to share in Employer contributions based on:  (a) his compensation on and after
January 1, 1992 if he was or would have become a participant in the Hinsdale
Plan on or before January 1, 1992; and (b) his compensation on and after the
Effective Date if he would have become a participant in the Hinsdale plan after
January 1, 1992.
                     
                                      O-1
<PAGE>
 
          O-4.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Hinsdale Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.
                    
          O-5.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement O, except that where the terms and provisions of the
Harris Plan and this Supplement O conflict, the terms and provisions of this
Supplement O shall govern.

                                      O-2
<PAGE>
 
                                 SUPPLEMENT P
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                     Adoption by Harris Bank Batavia, N.A.
                     -------------------------------------



          P-1.  Introduction.  As of January 1, 1989 (the "Effective Date"),
Harris Bank Batavia, N.A. ("Batavia") adopted Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment,
restatement and continuation of The First National Bank of Batavia Profit
Sharing Plan (the "Batavia Plan").

          P-2.  Participation in the Harris Plan.  Employees of Batavia on the
Effective Date who, immediately prior to that date, were covered under the
Batavia Plan will become Participants in the Harris Plan on the Effective Date.
Other employees of Batavia will become Participants in the Harris Plan on the
date they satisfy the eligibility requirements of the Harris Plan.  The last
continuous period of employment of an employee with Batavia prior to the
Effective Date shall be included in his credited service for purposes of
determining when he satisfies the eligibility requirements of the Harris Plan.

          P-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Batavia Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

          P-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement P, except that where the terms and provisions of the
Harris Plan and this Supplement P conflict, the terms and provisions of this
Supplement P shall govern.

                                      P-1
<PAGE>
 
                                 SUPPLEMENT Q
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                       Adoption by Harris Bank Frankfort
                       ---------------------------------



          Q-1.  Introduction.  As of October 1, 1990 (the "Effective Date"),
Harris Bank Frankfort ("Frankfort") adopted Employees' Savings and Profit
Sharing Plan of Bank of Montreal/ Harris (the "Harris Plan").

          Q-2.  Participation in the Harris Plan.  Employees of Frankfort will
become Participants in the Harris Plan on the first day of the month, beginning
with the Effective Date, on which they satisfy the eligibility requirements of
the Harris Plan.  The last continuous period of employment of an employee with
Frankfort prior to the Effective Date shall be included in his credited service
for purposes of determining when he satisfies the eligibility requirements of
the Harris Plan.

          Q-3.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement Q, except that where the terms and provisions of the
Harris Plan and this Supplement Q conflict, the terms and provisions of this
Supplement Q shall govern.

                                      Q-1
<PAGE>
 
                                 SUPPLEMENT R
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                      Adoption by Harris Bank Naperville
                      ----------------------------------



          R-1.  Introduction.  As of January 1, 1994 (the "Effective Date"),
Harris Bank Naperville ("Naperville") is adopting Employees' Savings and Profit
Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an amendment,
restatement and continuation of the profit sharing plan maintained by Naperville
(the "Naperville Plan"), and the trust forming a part of the Naperville Plan is
being merged into and continued in the form of Employees' Savings and Profit
Sharing Trust Fund of Bank of Montreal/Harris.

          R-2.  Participation in the Harris Plan.  Salaried and regular hourly
employees of Naperville on November 15, 1993 will become Participants in the
Harris Plan on the Effective Date.  Other employees of Naperville will become
Participants in the Harris Plan on the date they satisfy the eligibility
requirements of the Harris Plan.  The last continuous period of employment of an
employee with Naperville prior to the Effective Date shall be included in his
credited service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan; provided that salaried and regular hourly
employees of Naperville on November 15, 1993 will be deemed to have completed
two years of credited service on the Effective Date for purposes of subsection
3.7 of the Harris Plan.

          R-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Naperville Plan
whose interest thereunder is transferred to the Harris Plan, with an opening
balance equal to the amount transferred to the Harris Plan on his behalf.

                                      R-1
<PAGE>
 
          R-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement R, except that where the terms and provisions of the
Harris Plan and this Supplement R conflict, the terms and provisions of this
Supplement R shall govern.

                                      R-2
<PAGE>
 
                                 SUPPLEMENT S
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                      Adoption by Harris Bank St. Charles
                      -----------------------------------



          S-1.  Introduction.  As of January 1, 1994 (the "Effective Date"),
Harris Bank St. Charles ("St. Charles") is adopting Employees' Savings and
Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an
amendment, restatement and continuation of the profit sharing plan maintained by
St. Charles (the "St. Charles Plan"), and the trust forming a part of the St.
Charles Plan is being merged into and continued in the form of Employees'
Savings and Profit Sharing Trust Fund of Bank of Montreal/Harris.

          S-2.  Participation in the Harris Plan.  Salaried and regular hourly
employees of St. Charles on November 15, 1993 will become Participants in the
Harris Plan on the Effective Date.  Other employees of St. Charles will become
Participants in the Harris Plan on the date they satisfy the eligibility
requirements of the Harris Plan.  The last continuous period of employment of an
employee with St. Charles prior to the Effective Date shall be included in his
credited service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan; provided that salaried and regular hourly
employees of St. Charles on November 15, 1993 will be deemed to have completed
two years of credited service on the Effective Date for purposes of subsection
3.7 of the Harris Plan.

          S-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the St. Charles Plan
whose interest thereunder is transferred to the Harris Plan, with an opening
balance equal to the amount transferred to the Harris Plan on his behalf.

                                      S-1
<PAGE>
 
          S-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement S, except that where the terms and provisions of the
Harris Plan and this Supplement S conflict, the terms and provisions of this
Supplement S shall govern.

                                      S-2
<PAGE>
 
                                 SUPPLEMENT T
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                    Adoption by Harris Bank Winnetka, N.A.
                    --------------------------------------



          T-1.  Introduction.  As of January 1, 1994 (the "Effective Date"),
Harris Bank Winnetka, N.A. ("Winnetka") is adopting Employees' Savings and
Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an
amendment, restatement and continuation of the profit sharing plan maintained by
Winnetka (the "Winnetka Plan"), and the trust forming a part of the Winnetka
Plan is being merged into and continued in the form of Employees' Savings and
Profit Sharing Trust Fund of Bank of Montreal/Harris.

          T-2.  Participation in the Harris Plan.  Salaried and regular hourly
employees of Winnetka on November 15, 1993 will become Participants in the
Harris Plan on the Effective Date; provided that Byron A. Warnes shall not be a
Participant in the Harris Plan.  Other employees of Winnetka will become
Participants in the Harris Plan on the date they satisfy the eligibility
requirements of the Harris Plan.  The last continuous period of employment of an
employee with Winnetka prior to the Effective Date shall be included in his
credited service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan; provided that salaried and regular hourly
employees of Winnetka on November 15, 1993 will be deemed to have completed two
years of credited service on the Effective Date for purposes of subsection 3.7
of the Harris Plan.

          T-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Winnetka Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

                                      T-1
<PAGE>
 
          T-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement T, except that where the terms and provisions of the
Harris Plan and this Supplement T conflict, the terms and provisions of this
Supplement T shall govern.

                                      T-2
<PAGE>
 
                                 SUPPLEMENT U
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


               Adoption by Harris Bank Glencoe-Northbrook, N.A.
               ------------------------------------------------



          U-1.  Introduction.  As of January 1, 1994 (the "Effective Date"),
Harris Bank Glencoe-Northbrook, N.A. ("Glencoe") is adopting Employees' Savings
and Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan") as an
amendment, restatement and continuation of the profit sharing plan maintained by
Glencoe (the "Glencoe Plan"), and the trust forming a part of the Glencoe Plan
is being merged into and continued in the form of Employees' Savings and Profit
Sharing Trust Fund of Bank of Montreal/Harris.

          U-2.  Participation in the Harris Plan.  Salaried and regular hourly
employees of Glencoe on November 15, 1993 will become Participants in the Harris
Plan on the Effective Date.  Other employees of Glencoe will become Participants
in the Harris Plan on the date they satisfy the eligibility requirements of the
Harris Plan.  The last continuous period of employment of an employee with
Glencoe prior to the Effective Date shall be included in his credited service
for purposes of determining when he satisfies the eligibility requirements of
the Harris Plan; provided that salaried and regular hourly employees of Glencoe
on November 15, 1993 will be deemed to have completed two years of credited
service on the Effective Date for purposes of subsection 3.7 of the Harris Plan.

          U-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Glencoe Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

                                      U-1
<PAGE>
 
          U-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement U, except that where the terms and provisions of the
Harris Plan and this Supplement U conflict, the terms and provisions of this
Supplement U shall govern.

                                      U-2
<PAGE>
 
                                 SUPPLEMENT V
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


              Adoption by Harris Nesbitt Thomson Securities Inc.
              --------------------------------------------------



          V-1.  Introduction.  As of April 1, 1992 (the "Effective Date"),
Harris Nesbitt Thomson Securities Inc. ("Nesbitt Thomson") adopted Employees'
Savings and Profit Sharing Plan of Bank of Montreal/Harris (the "Harris Plan")
for the benefit of its employees who are residents of and employed in the United
States of America ("U.S. employees").

          V-2.  Participation in the Harris Plan.  U.S. Employees of Nesbitt
Thomson will become Participants in the Harris Plan on the first day of the
month, beginning with the Effective Date, on which they satisfy the eligibility
requirements of the Harris Plan.  Employment of a U.S. employee with Nesbitt
Thomson on and after the Effective Date shall be included in his credited
service for purposes of determining when he satisfies the eligibility
requirements of the Harris Plan.

          V-3.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement V, except that where the terms and provisions of the
Harris Plan and this Supplement V conflict, the terms and provisions of this
Supplement V shall govern.

                                       1
<PAGE>
 
                                 SUPPLEMENT W
                                 ------------
                                      TO
                                      --
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                  ------------------------------------------
                                      OF
                                      --
                            BANK OF MONTREAL/HARRIS
                            -----------------------


                          Adoption by Suburban Banks
                          --------------------------



          W-1.  Introduction.  Effective as of January 1, 1995 (the "Effective
Date"), Harris Bank Palatine N.A., Harris Bank Oakbrook Terrace, Harris Bank
Arlington Meadows, Harris Bank Bartlett, Harris Bank Hoffman-Schaumburg, Harris
Bank Aurora, N.A., Suburban Bank of Barrington, Harris Bank Elk Grove, N.A.,
Harris Bank Marengo, Harris Bank Cary-Grove, Harris Bank Westchester, Harris
Bank Huntley and Harris Bank Woodstock (collectively referred to below as the
"Suburban Banks" and sometimes individually as a "Suburban Bank") have adopted
Employees' Savings and Profit Sharing Plan of Bank of Montreal/ Harris (the
"Harris Plan") as an amendment, restatement and continuation of the profit
sharing plan maintained by the Suburban Banks (the "Suburban Plan"), and the
trust forming a part of the Suburban Plan was merged into and continued in the
form of Employees' Savings and Profit Sharing Trust Fund of Bank of
Montreal/Harris, effective July 1, 1995.

          W-2.  Participation in the Harris Plan.  Salaried and regular hourly
employees of the Suburban Banks on December 31, 1994 will become participants in
the Harris Plan on the Effective Date.  Other employees of the Suburban Banks
will become participants in the Harris Plan on the date they satisfy the
eligibility requirements of the Harris Plan.  The last continuous period of
employment of an employee with the Suburban Banks prior to the Effective Date
shall be included in his credited service for purposes of determining when he
satisfies the eligibility requirements of the Harris Plan; provided that
salaried and regular hourly employees of the Suburban Banks on December 31, 1994
will be deemed to have completed two years of credited service on the Effective
Date for purposes of subsection 3.7 of the Harris Plan.

                                      W-1
<PAGE>
 
          W-3.  Accounts.  The Committee shall establish a separate account
under the Harris Plan in the name of each participant in the Suburban Plan whose
interest thereunder is transferred to the Harris Plan, with an opening balance
equal to the amount transferred to the Harris Plan on his behalf.

          W-4.  Use of Terms.  All terms and provisions of the Harris Plan shall
apply to this Supplement W, except that where the terms and provisions of the
Harris Plan and this Supplement W conflict, the terms and provisions of this
Supplement W shall govern.

                                      W-2