<PAGE>
                                                                   Exhibit 10(p)




                            INTEGRA BANK CORPORATION
                             EMPLOYEES' 401(K) PLAN

                               (2000 RESTATEMENT)
<PAGE>
                            INTEGRA BANK CORPORATION
                             EMPLOYEES' 401(K) PLAN

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                      <C>
ARTICLE I GENERAL PROVISIONS...........................................................................   2

ARTICLE II DEFINITIONS.................................................................................   2

ARTICLE III ELIGIBILITY AND PARTICIPATION..............................................................  14

ARTICLE IV CONTRIBUTIONS...............................................................................  15

ARTICLE V ACCOUNTING AND INVESTMENTS...................................................................  23

ARTICLE VI VESTING AND FORFEITURE......................................................................  25

ARTICLE VII BENEFITS...................................................................................  26

ARTICLE VIII ADMINISTRATION............................................................................  33

ARTICLE IX CLAIMS PROCEDURES...........................................................................  35

ARTICLE X LIMITATIONS ON RIGHTS OF EMPLOYEES AND OTHER PERSONS.........................................  36

ARTICLE XI PROVISIONS DESIGNED TO COMPLY WITH LIMITATIONS ON CONTRIBUTIONS AND OTHER ADDITIONS.........  37

ARTICLE XII AMENDMENT AND TERMINATION OF PLAN..........................................................  38

ARTICLE XIII PROVISIONS RELATING TO TOP-HEAVY PLAN.....................................................  40

ARTICLE XIV MISCELLANEOUS PROVISIONS...................................................................  42
</TABLE>


                                      -i-
<PAGE>
                            INTEGRA BANK CORPORATION
                             EMPLOYEES' 401(K) PLAN


                                    ARTICLE I
                               GENERAL PROVISIONS

         Section 1.01. Designation and Purpose. This Plan is a continuation and
complete restatement of the Employees' Savings and Profit Sharing Plan of
National City Bancshares, Inc., originally effective January 1, 1958. Effective
July 1, 2000, this Plan is redesignated the Integra Bank Corporation Employees'
401(k) Plan. The effective date of the Plan, as restated and amended, is July 1,
2000, except as otherwise provided in the Plan. For the purpose of Code
subparagraph 401(a)(27)(B), the Plan is designated a profit sharing plan. The
purposes of the Plan are to assist Eligible Employees in the accumulation of
funds for retirement, to encourage Eligible Employees to save, and to enhance
the interest of Eligible Employees in the efficient and successful operation of
the Employer. The Plan is designed to meet the requirements of Code subsections
401(a), 401(k), 401(m) and 501(a) and the requirements of ERISA.

         Section 1.02. Trust Agreement. Effective as of the date of its
execution, the Company entered into a Trust Agreement with Integra Bank, N.A.
(formerly National City Bank of Evansville), as Trustee, providing for a trust
to support and implement the operation of the Plan. The Trust Agreement, as
restated or amended from time to time, is part of this Plan.

                                   ARTICLE II
                                   DEFINITIONS

         Section 2.01. Terms Defined. As used in the Plan, the following words
and phrases, when capitalized, have the following meanings, except when used in
a context that plainly requires a different meaning:

         "Account" means the record of a Participant's interest in the Trust
Assets.

         "Aggregation Group" means a Required Aggregation Group or a Permissive
Aggregation Group.

         "Alternate Payee" means an "alternate payee" as defined in Code
paragraph 414(p)(8) who is entitled to receive benefits under the Plan.

         "Annual Addition" means, with respect to a Participant for a Plan Year,
the sum of the following amounts credited to the Participant's accounts in the
Plan and in any other defined contribution plan maintained by the Employer for
the Plan Year: Employer contributions; Employee contributions (other than
Rollover Contributions); forfeitures; amounts allocated to an individual medical
account, as defined in Code paragraph 415(l)(2), that is part of a pension
annuity plan maintained by the Employer; and amounts derived from contributions
that are


                                      -ii-
<PAGE>
attributable to post-retirement medical benefits, allocated to the separate
account of a Key Employee, under a welfare benefit fund, as defined in Code
subsection 419(e), maintained by the Employer.

         "Annuity Starting Date" means the first day of the first period for
which an amount is payable as an annuity or, if the benefit is not payable in
the form of an annuity, the first day on which all events have occurred that
entitle the Participant to the benefit.

         "Applicable Election Period" means, in the case of an election to waive
a Qualified Joint and Survivor Annuity or Single Life Annuity, (1) the 90-day
period ending on the Annuity Starting Date or (2) the 30-day period beginning on
the date the Plan Administrator provides the Participant with the written
explanation described in Section 7.08, whichever ends later. "Applicable
Election Period" means, in the case of an election to waive the Qualified
Preretirement Survivor Annuity, (1) the period that begins on the first day of
the Plan Year in which the Participant reaches age 35 and ends on the date of
the Participant's death or (2) if a Participant's employment is earlier
terminated, with respect to benefits accrued before the termination, the period
that begins not later than the date of the termination and ends on the date of
the Participant's death. An election to waive the Qualified Preretirement
Survivor Annuity before a Participant's employment terminates and before the
first day of the Plan Year in which the Participant reaches age 35 will be
considered made during the "Applicable Election Period" provided that the Plan
Administrator provides the Participant with the written explanation described in
Section 7.08 before the election is made and provided further that the election
will become invalid and ineffective as of the first day of the Plan Year in
which the Participant reaches age 35.

         "Beneficiary" means the person or persons designated pursuant to
Section 7.07 to receive benefits under the Plan after a Participant's death.

         "Board of Directors" means the Company's Board of Directors.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and interpretive rules and regulations.

         "Company" means Integra Bank Corporation (formerly National City
Bancshares, Inc.).

         "Company Stock" means a qualifying employer security, as defined in
ERISA section 407(d)(5), issued by the Company.

         "Compensation" means, with respect to an Employee for a Plan Year, the
Employee's wages, as defined in Code subsection 3401(a), and all other payments
of compensation by the Employer in the course of the Employer's trade or
business for a Plan Year for which the Employer is required to furnish the
Employee a written statement under Code sections 6041(d), 6051(a)(3) and 6052.
"Compensation" is determined without regard to any rules under Code subsection
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed, such as the exception for
agricultural labor in Code


                                      -3-
<PAGE>
paragraph 3401(a)(2). "Compensation" also includes Elective Employer
Contributions for the Plan Year, amounts contributed or deferred by the Employer
for the Plan Year at the election of the Employee that are excluded from the
Employee's gross income under Code section 125 or 457, and qualified parking
fringe benefits described in Code subsection 132(f). Notwithstanding the
preceding provisions of this paragraph, "Compensation" does not include, whether
or not includable in the Employee's gross income, automobile expense allowances;
Employer-provided uniforms; amounts realized from the exercise of a nonqualified
stock option; payments under a nonqualified deferred compensation program;
severance pay; reimbursements for, or payments of, moving or education expenses;
and sign-on bonuses. In no event will a Participant's Compensation exceed
$150,000, as that amount is adjusted pursuant to Code paragraph 401(a)(17).
Notwithstanding the preceding provisions of this paragraph, compensation
received by an Employee before he becomes a Participant will not be considered
"Compensation."

         "Continuous Service" means the aggregate period of time during which
the employment relationship exists between an Employee and the Employer,
determined as follows:

                  (1)      The period of time beginning on the date an Employee
         first performs an Hour of Service and ending on the Employee's
         Severance from Service date.

                  (2)      Any Period of Severance by reason of a quit,
         discharge or retirement, of less than 12 months; provided, however,
         that if an Employee is absent from service for a reason other than a
         quit, discharge, or retirement and subsequently incurs a Severance from
         Service as a result of a quit, discharge, or retirement, the Period of
         Severance shall be credited only if the Employee returns to the
         Employer's service on or before the first anniversary of the date the
         Employee was first absent from service.

                  (3)      Any period of time beginning on the date the Employee
         first performs an Hour of Service after a Period of Severance and
         ending on the date the Employee again incurs a Severance from Service.

                  (4)      For purposes of aggregating periods of Continuous
         Service, 12 months of completed service shall equal one year of
         Continuous Service, and 30 days of completed service shall equal one
         month of Continuous Service.

         "Contribution Percentage" means, with respect to a specified group of
Participants for a Plan Year, the average of the Contribution Ratios for the
Participants in that group, calculated to the nearest one-hundredth of one
percent.

         "Contribution Ratio" means, with respect to a Participant for a Plan
Year, the ratio of (1) to (2), calculated to the nearest one-hundredth of one
percent, where (1) is the sum of (A) Matching Contributions, (B) Voluntary
Contributions, and (C) Elective Deferrals treated as matching contributions
pursuant to paragraph 1.401(m)-1(b)(2) of the federal income tax regulations
paid to the Trust on behalf of the Participant for the Plan Year and (2) is the


                                      -4-
<PAGE>
Participant's Regulatory Compensation for the Plan Year. In determining
Contribution Ratios, the following rules shall apply:

                  (1)      Matching Contributions that are used to meet the
         requirements of Code subparagraph 401(k)(3)(A) shall be disregarded;

                  (2)      A Matching Contribution shall be taken into account
         for a Plan Year only if it is made on account of the Employee's
         Elective Deferrals for the Plan Year, allocated to the Employee's
         Matching Account as of a date within the Plan Year, and paid to the
         Trust not later than 12 months after the Plan Year for which it is
         made.

                  (3)      All Matching Contributions made under the Plan and
         any other plan aggregated with it for purposes of Code paragraph
         401(a)(4) and Code subsection 410(b) (other than Code clause
         410(b)(2)(A)(ii)) are treated as made under the Plan. If the Plan and
         any other plan are permissively aggregated for purposes of Code
         subsection 401(m), the aggregated plans must separately satisfy Code
         paragraph 401(a)(4) and Code subsection 410(b) as though they were a
         single plan.

                  (4)      In determining the Contribution Ratio for a Highly
         Compensated Participant, all Retirement Plans to which matching
         contributions are made and in which the Highly Compensated Participant
         is eligible to participate (other than plans that may not be
         permissively aggregated with this Plan) will be considered, together
         with this Plan, to be a single plan.

         "Deferral Percentage" means, with respect to a specified group of
Participants, the average of the Deferral Ratios for the Participants in that
group, calculated to the nearest one-hundredth of one percent.

         "Deferral Ratio" means, with respect to a Participant for a Plan Year,
the ratio of (1) to (2), calculated to the nearest one-hundredth of one percent,
where (1) is the Elective Deferrals paid to the Trust on behalf of the
Participant for the Plan Year and (2) is the Participant's Regulatory
Compensation for the Plan Year. In determining Deferral Ratios, the following
rules will apply:

                  (1)      Elective Deferrals that are used to meet the
         requirements of Code paragraph 401(m)(2) will be disregarded.

                  (2)      An Elective Deferral will be taken into account for a
         Plan Year only if it relates to Compensation that would have been
         received by the Participant in the Plan Year, but for the election to
         defer it, is allocated to the Participant's Elective Deferral Account
         as of a date within the Plan Year and is paid to the Trust not later
         than 12 months after the Plan Year for which it is made.

                  (3)      All elective employee pre-tax contributions made
         under the Plan and any other plan aggregated with it for purposes of
         Code paragraph 401(a)(4) and Code


                                      -5-
<PAGE>
         subsection 410(b) (other than clause 410(b)(2)(A)(ii)) are treated as
         made under the Plan. If the Plan and any other plan are permissively
         aggregated for purposes of Code subsection 401(k), the aggregated plans
         must separately satisfy Code paragraph 401(a)(4) and Code subsection
         410(b) as though they were a single plan.

                  (4)      In determining the Deferral Ratio for a Highly
         Compensated Participant, all cash or deferred arrangements in
         Retirement Plans in which the Highly Compensated Participant is
         eligible to participate (other than arrangements that may not be
         permissively aggregated with the arrangement under this Plan) will be
         considered, together with the arrangement under this Plan, to be a
         single cash or deferred arrangement.

         "Determination Date" means, for purposes of determining whether a Plan
is a Top-Heavy Plan for a Plan Year, the last day of the preceding Plan Year.

         "Direct Rollover" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

         "Disabled" means, with respect to an Employee, an Employee who is
eligible to receive disability benefits under the Employer's long-term
disability plan. The term "Disability" means the condition that causes the
Employee to become a Disabled Employee.

         "Distributee" means an Employee or former Employee. In addition, the
Employee's or former Employee's surviving Spouse and the Employee's or former
Employee's Spouse or former Spouse who is an Alternate Payee are Distributees
with regard to the interest of the Spouse or former Spouse.

         "Elective Deferral" means a contribution made on behalf of a
Participant pursuant to Section 4.02.

         "Elective Deferral Account" means a Participant's Account attributable
to Elective Deferrals and Qualified Nonelective Contributions, including
Qualified Nonelective Contributions made under prior versions of the Plan.

         "Elective Employer Contributions" means "elective deferrals" as defined
in Code paragraph 402(g)(3).

         "Eligible Employee" means an Employee who receives compensation from
the Employer that the Employer initially reports on a federal wage and tax
statement (Form W-2), and is not classified as a "temporary" or "on-call"
Employee in accordance with the Employer's written policies.

         "Eligible Retirement Plan" means an individual retirement account
described in Code subsection 408(a), an individual retirement annuity described
in Code subsection 408(b), an annuity plan described in Code subsection 403(a),
or a qualified trust described in Code


                                      -6-
<PAGE>
subsection 401(a), that accepts the Distributee's Eligible Rollover
Distribution. However, in the case of an Eligible Rollover Distribution to a
surviving Spouse, an Eligible Retirement Plan is an individual retirement
account or individual retirement annuity.

         "Eligible Rollover Distribution" means any distribution of all or any
portion of the balance to the credit of the Distributee, except that an Eligible
Rollover Distribution does not include any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's Beneficiary,
or for a specified period of 10 years or more; any distribution to the extent
the distribution is required under Code paragraph 401(a)(9); the portion of any
distribution that is not includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to Employer
securities); and, effective January 1, 1999, any hardship distribution described
in Code subclause 401(k)(2)(B)(i)(IV).

         "Employee" means any person employed by the Employer. For purposes of
crediting service for eligibility to participate and, except as otherwise
provided, for purposes of the rules set out in Articles XI and XIII, the term
"Employee" includes a "leased employee"; provided, however, that an individual
will not become a Participant unless he is an Employee without regard to this
sentence. For the purpose of this Subsection, a "leased employee" is any person
who performs services for another person, the "recipient," but who is not an
employee of the recipient, if (1) the services are provided pursuant to an
agreement between the recipient and any other person, (2) the person has
performed the services for the recipient (or for the recipient and related
persons) on a substantially full-time basis for a period of at least one year,
and (3) the services are performed under the primary direction and control of
the recipient. A leased employee will not be considered an employee of the
recipient if:

                  (1)      the leased employee is covered by a money purchase
         pension plan providing:

                           (A)      a non-integrated employer contribution rate
                  of at least 10% of compensation, as defined in Code paragraph
                  415(c)(3), but including amounts contributed pursuant to a
                  salary redirection agreement that are excludable from the
                  Employee's gross income under Code section 125, 402(a)(8),
                  402(h) or 403(b),

                           (B)      immediate participation, and

                           (C)      full and immediate vesting; and

                  (2)      leased employees do not constitute more than 20% of
         the recipient's non-highly compensated workforce.

         "Employer" means the Company and any Related Employer that adopts the
Plan. For purposes of crediting service for eligibility to participate and,
except as otherwise provided, for


                                      -7-
<PAGE>
purposes of the rules set out in Articles XI and XIII, the term "Employer"
includes any Related Employer.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and interpretive rules and regulations. "Fund" means
a fund described in or established pursuant to Section 5.02.

         "Highly Compensated Participant" means, with respect to a Participant
for a Plan Year, a Participant who is a highly compensated active Employee or
highly compensated former Employee for the Plan Year.

                  (1)      A highly compensated active Employee for a Plan Year
         includes an Employee who performs services for the Employer during the
         Plan Year and who (A) is a 5% owner for that Plan Year or was a 5%
         owner for the prior Plan Year or (B) for the prior Plan Year received
         Regulatory Compensation in excess of $80,000 (as adjusted pursuant to
         Code subsection 415(d)).

                  (2)      A highly compensated former Employee for a Plan Year
         includes any Employee who terminated employment (or was deemed to have
         terminated employment) prior to the Plan Year, performs no service for
         the Employer during the Plan Year, and was a highly compensated active
         Employee for either the Plan Year during which he terminated employment
         or any Plan Year ending on or after the Employee's 55th birthday.

         "Hour of Service" means each hour for which an Employee is entitled to
credit under this Subsection.

                  (1)      An Employee is entitled to credit for each hour for
         which he is paid, or entitled to payment, for the performance of duties
         for the Employer. Subject to the provisions of Paragraph (5), an Hour
         of Service described in this Paragraph will be credited to an Employee
         for the computation period in which the duties are performed.

                  (2)      An Employee is entitled to credit for each hour for
         which he is paid, or entitled to payment, by the Employer for a period
         during which no duties are performed (irrespective of whether the
         employment relationship has terminated) due to vacation, holiday,
         illness, incapacity (including disability), layoff, jury duty, military
         duty, or leave of absence; provided, however, that no Hours of Service
         will be credited under this Paragraph if payment is made or due solely
         to reimburse an Employee for medical or medically related expenses or
         solely for the purpose of complying with applicable workers'
         compensation, unemployment compensation, or disability insurance laws.
         No more than 501 Hours of Service will be credited to an Employee on
         account of any single continuous period during which the Employee
         performs no duties (whether or not this period occurs in a single Plan
         Year) unless the Hours of Service are credited pursuant to Paragraph
         (4). Subject to the provisions of Paragraph (5), an Hour of Service
         credited to


                                      -8-
<PAGE>
         an Employee pursuant to this Paragraph will be credited to the
         computation period or periods during which no duties are performed.

                  (3)      An Employee is entitled to credit for each hour for
         which back pay, irrespective of mitigation of damages, is either
         awarded or agreed to by the Employer. The same Hour of Service will not
         be credited under Paragraph (1) or Paragraph (2), as the case may be,
         and under this Paragraph. An Hour of Service described in this
         Paragraph will be credited to the computation period or periods to
         which the award or agreement for back pay pertains, rather than to the
         computation period in which the award, agreement, or payment is made.

                  (4)      For eligibility and vesting purposes only, "Hours of
         Service" will be credited to an Employee for military leave for
         training or service, or both, if that Employee is entitled to be
         credited for his period of military leave upon his reemployment with
         the Employer under applicable federal law. An Employee will be credited
         with 190 Hours of Service for each month of military leave.

                  (5)      All regulations promulgated by the U.S. Secretary of
         Labor or his delegate applicable to the computation and crediting of
         Hours of Service under ERISA, including 29 C.F.R. Section 2530.200b-2,
         are incorporated as part of the Plan. The provisions of the Plan are
         intended to comply with the regulations and will be construed and
         applied to effect compliance.

         "Key Employee" means the following:

                  (1)      Any Employee or former Employee (including a
         Beneficiary of the Employee or former Employee) who at any time during
         the Plan Year or any of the 4 preceding Plan Years is included in a
         classification described in Paragraph (2), determined in accordance
         with the rules of Code paragraph 416(i)(1).

                  (2)      The following are Key Employee classifications:

                           (A)      an officer of the Employer having an annual
                  Regulatory Compensation greater than 50% of the amount in
                  effect under Code subparagraph 415(b)(1)(A) for the Plan Year;

                           (B)      one of the 10 Employees having an annual
                  Regulatory Compensation from the Employer of more than the
                  limitation in effect under Code subparagraph 415(c)(1)(A) and
                  owning (or considered as owning within the meaning of Code
                  section 318) the largest interests of the Employer;

                           (C)      a person owning (or considered as owning
                  within the meaning of Code section 318) more than 5% of the
                  outstanding stock of the Employer or stock possessing more
                  than 5% of the total combined voting power of all stock of the
                  Employer; or


                                      -9-
<PAGE>
                           (D)      a person who has an annual Regulatory
                  Compensation from the Employer of more than $150,000 and who
                  would be described in Subparagraph (C) if 1% were substituted
                  for 5%.

         "Matching Account" means a Participant's Account attributable to
Matching Contributions. "Matching Contribution" means a contribution made on
behalf of a Participant pursuant to Section 4.04.

         "Non-Highly Compensated Participant" means an active Participant who is
not a Highly Compensated Participant.

         "Non-Key Employee" means any Employee (including a Beneficiary of the
Employee) who is not a Key Employee.

         "Participant" means an Employee or former Employee who has satisfied
the participation requirements of Section 3.01 and has not ceased to be a
Participant pursuant to Section 3.03.

         "Period of Severance" means a period of time that begins on the
Severance from Service date and ends on the date on which an Employee again
performs an Hour of Service.

         "Permissive Aggregation Group" is any group of Retirement Plans
selected by the Employer that includes those Retirement Plans in the Required
Aggregation Group, if the group meets the requirements of Code sections
401(a)(4) and 410.

         "Plan" means this instrument, as amended from time to time, and the
employee benefit plan so established.

         "Plan Administrator" means the entity designated in Section 8.01. The
"Plan Administrator" is the administrator of the Plan within the meaning of
ERISA paragraph 3(16)(A).

         "Plan Year" means the period beginning on each January 1 and ending on
the following December 31.

         "Profit Sharing Account" means a Participant's Account attributable to
profit sharing contributions made prior to 1994 and Profit Sharing
Contributions.

         "Profit Sharing Contribution" means a profit sharing contribution made
pursuant to Section 4.06.

         "Qualified Domestic Relations Order" means a "qualified domestic
relations order" as defined in Code subsection 414(p).


                                      -10-
<PAGE>
         "Qualified Election" means an election to waive the Single Life Annuity
or Qualified Joint and Survivor Annuity pursuant to Subsection 7.06(c) or an
election to waive the Qualified Preretirement Survivor Annuity pursuant to
Subsection 7.03(d).

         "Qualified Joint and Survivor Annuity" means an immediate level monthly
annuity beginning on the Annuity Starting Date and continuing for the life of
the Participant, with a survivor annuity to and for the life of his Spouse, in a
monthly amount equal to one-half of the monthly amount payable during the joint
lives of the Participant and his Spouse.

         "Qualified Nonelective Contribution" means a discretionary Employer
contribution made on behalf of a Participant pursuant to Subsection 4.03(b) that
satisfies the requirements imposed by Treasury regulation section
1.401(k)-1(b)(5).

         "Qualified Preretirement Survivor Annuity" means a level monthly
annuity beginning on the applicable Annuity Starting Date and continuing for the
life of a Participant's Spouse.

         "Regulatory Compensation" means, with respect to an Employee for a Plan
Year, the Employee's wages, as defined in Code subsection 3401(a), and all other
payments of compensation by the Employer in the course of the Employer's trade
or business for a Plan Year for which the Employer is required to furnish the
Employee a written statement under Code sections 6041(d), 6051(a)(3) and 6052.
"Regulatory Compensation" is determined without regard to any rules under Code
subsection 3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed, such as the
exception for agricultural labor in Code paragraph 3401(a)(2). "Regulatory
Compensation" also includes Elective Employer Contributions for the Plan Year
and amounts contributed or deferred by the Employer for the Plan Year at the
election of the Employee that are excluded from the Employee's gross income
under Code section 125 or 457.

         "Related Employer" means any employer that, together with the Employer,
is a member of a controlled group of corporations, a trade or business under
common control, or a member of an affiliated service group, as determined under
Code subsections 414(b), (c), (m), and (o). In determining whether an Employer
is a member of a controlled group for purposes of Article XI, the rules of Code
subsections 414(b) and (c) will be applied as modified by Code subsection
415(h).

         "Required Aggregation Group" means a group of Retirement Plans
comprising:

                  (1)      each Retirement Plan of the Employer, including any
         terminated Retirement Plan, in which a Key Employee has been a
         Participant in the Plan Year containing the Determination Date or any
         of the 4 preceding Plan Years;

                  (2)      each other Retirement Plan of the Employer that has
         enabled a Retirement Plan described in Paragraph (1) to meet the
         requirements of Code section 401(a)(4) or 410 during the period
         described in Paragraph (1).


                                      -11-
<PAGE>
         "Retirement Plan" means a retirement program of the Employer intended
to qualify under Code subsection 401(a).

         "Rollover Account" means a Participant's Account attributable to
Rollover Contributions.

         "Rollover Contribution" means a contribution made by an Eligible
Employee pursuant to Section 4.07.

         "Secretary" means the U.S. Secretary of Treasury or his delegate.

         "Severance from Service" occurs on the earlier of the following two
dates:

                  (1)      The date the Employee quits, is discharged, retires
         or dies; or

                  (2)      The later of:

                           (A)      the first anniversary of the first day the
                  Employee is absent from the service of the Employer for a
                  reason not enumerated in Paragraph (1);

                           (B)      the expiration of an authorized leave of
                  absence, provided the Employee does not return to the service
                  of the Employer within 10 days following the expiration of the
                  leave of absence;

                           (C)      in the case of an absence due to maternity
                  or paternity leave for reason of the birth of a child of the
                  Employee, the placement of a child with the Employee in
                  connection with the adoption of the child by the Employee, or
                  the caring for a child for a period immediately following
                  birth or placement, the second anniversary of the date the
                  absence commences; or

                           (D)      any period of military service in the Armed
                  Forces of the United States required to be credited by law;
                  provided, however, that the Employee does not return to the
                  service of the Employer within the period the Employee's
                  reemployment rights are protected by law.

         "Single Life Annuity" means a level monthly annuity beginning on the
applicable Annuity Starting Date and continuing for the life of the Participant.

         "Spouse" means a person legally married to a Participant. Except as
otherwise required by ERISA or the Code, neither common law marriage nor any
similar relationship will be recognized as marriage for purposes of the Plan. A
former Spouse will also be considered a Spouse to the extent provided under a
Qualified Domestic Relations Order.

         "Top-Heavy Group" means an Aggregation Group described in Subsection
13.02(b).

         "Top-Heavy Plan" means a Retirement Plan described in Subsection
13.02(a).


                                      -12-
<PAGE>
         "Trust" means the trust established by the Company under the Plan.

         "Trust Agreement" means the agreement between the Company and the
Trustee establishing the Trust to implement and support the operation of the
Plan.

         "Trust Assets" means the assets of the Trust regardless of the Fund in
which those assets are invested.

         "Trustee" means the original trustee of the Trust and any person
becoming successor trustee of the Trust.

         "Valuation Date" means each business day.

         "Voluntary Account" means a Participant's Account attributable to
Voluntary Contributions.

         "Voluntary Contribution" means a voluntary, non-deductible contribution
made by a Participant prior to July 1, 2000.

         Section 2.02. Rules of Construction. The following rules of
construction will govern in interpreting the Plan:

         (a)      In resolving any conflict between provisions of this Plan and
in resolving any other uncertainty as to the meaning or intention of any
provision of this Plan, the interpretation that will prevail is the
interpretation that (1) causes the Plan to constitute a qualified plan under the
provisions of Code section 401, with the contributions of the Employer to the
Trust as items deductible by the Employer from net income for federal income tax
purposes, (2) causes the Plan to contain a qualified cash or deferred
arrangement described in Code subsection 401(k), and (3) causes the Plan to
comply with all applicable requirements of ERISA.

         (b)      Other than as specified in Subsection (a), the provisions of
this Plan will be construed and governed in all respects under and by the
internal laws of the State of Indiana.

         (c)      Words used in the masculine gender will be construed to
include the feminine gender, where appropriate.

         (d)      Words used in the singular will be construed to include the
plural, where appropriate, and vice versa.

         (e)      The headings and subheadings in the Plan are inserted for
convenience of reference only and are not to be considered in the construction
of any provision of the Plan.


                                      -13-
<PAGE>
         (f)      If any provision of this Plan is held to violate the Code or
ERISA or to be illegal or invalid for any other reason, that provision will be
deemed to be null and void, but the invalidation of that provision will not
otherwise impair or affect the Plan.


                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

         Section 3.01. Date of Participation. An Employee will begin
participation in the Plan immediately upon becoming an Eligible Employee.

         Section 3.02. Completion of Forms by Participants and Beneficiaries and
Alternate Payees. Each Participant, Beneficiary and Alternate Payee will
complete any forms and furnish any proofs or information required by the Plan
Administrator.

         Section 3.03. Cessation of Participation. A Participant will cease to
be a Participant on the date as of which (a) he is no longer an Eligible
Employee and (b) all of his vested Accounts have been distributed.

         Section 3.04. Omission of Eligible Employee. If, in any Plan Year, any
Eligible Employee who should be included as a Participant in the Plan is
erroneously omitted, and discovery of the omission is not made until after a
contribution by the Employer for the Plan Year has been made, the Employer will
make a contribution with respect to the omitted Eligible Employee in the amount
that the Employer would have contributed on his behalf had he not been omitted.
The contribution will be made whether or not it is deductible in whole or in
part in any taxable year. For this purpose, the amount of Elective Deferrals
that the Employer would have contributed on behalf of an Eligible Employee for a
Plan Year had he not been omitted will be equal to the Deferral Percentage for
the group of Highly Compensated Participants or Nonhighly Compensated
Participants to which the Participant belongs for the Plan Year.

         Section 3.05. Inclusion of Ineligible Employee. If, in any Plan Year,
any Employee who should not have been included as a Participant in the Plan is
erroneously included, and discovery of the inclusion is not made until after a
contribution by the Employer for the Plan Year has been made, the Employer will
not be entitled to recover the contribution made with respect to the ineligible
Employee whether or not a deduction is allowable with respect to the
contribution. The amount contributed with respect to the ineligible Employee
will be treated as though it were an excess Annual Addition and either returned
to the ineligible Employee or reallocated among the Accounts of Participants
entitled to a contribution for the Plan Year in which the erroneous error is
discovered, in the manner described at Section 11.03.


                                      -14-
<PAGE>
                                   ARTICLE IV
                                  CONTRIBUTIONS

         Section 4.01. Trust Fund. All contributions under the Plan will be paid
or transferred to the Trustee to be held, managed, invested, and distributed in
accordance with the provisions of the Plan and Trust Agreement. All benefits
under the Plan will be distributed solely from the Trust Assets, and the
Employer will have no liability for those benefits.

         Section 4.02. Elective Deferrals. An active Participant may elect to
have Elective Deferrals made to the Plan as follows:

         (a)      A Participant may elect to have Elective Deferrals made on his
behalf by entering into a written salary redirection agreement with the Employer
that authorizes payroll deductions in an amount not to exceed 15% of his
Compensation, but not more than the elective deferral limitation set forth in
Code paragraph 402(g)(1) for a Plan Year (as adjusted from time to time pursuant
to Code paragraph 402(g)(5)); provided, however, that any election will be
subject to reduction by the Plan Administrator in accordance with Section 4.03.

         (b)      A Participant's election to make or change the rate of
Elective Deferrals will become effective as soon as administratively feasible
after the date on which a completed salary redirection agreement is received by
the Plan Administrator. A Participant may discontinue his Elective Deferrals any
time by giving written notice to the Plan Administrator. No election to make,
discontinue, or change the rate of Elective Deferrals will be given retroactive
effect.

         (c)      A Participant who discontinues his Elective Deferrals during a
Plan Year may not enter into a new salary redirection agreement with the
Employer that will become effective before the first day of the next Plan Year.
A Participant who receives a hardship distribution as described in Treasury
regulation section 1.401(k)-1(d)(2)(iv)(B) from any other Retirement Plan may
not have Elective Deferrals made to the Plan for twelve months following receipt
of the hardship distribution.

         (d)      A former Eligible Employee who again becomes an Eligible
Employee and who is or becomes a Participant upon reemployment may elect to have
Elective Deferrals made on his behalf by signing and delivering to the Plan
Administrator a salary redirection agreement, in which case the election will be
given effect as soon as administratively feasible.

         (e)      Elective Deferrals will be paid in cash to the Trustee by the
Employer within a reasonable period after they are withheld from a Participant's
pay and in no event later than the 15th business day of the month following the
month in which they were withheld.

         (f)      Elective Deferrals made on behalf of a Participant with
respect to a Plan Year will be allocated to the Participant's Elective Deferral
Account as of the earlier of the date on which they are contributed to the Trust
or the last day of the Plan Year.


                                      -15-
<PAGE>
         (g)      The Plan Administrator may establish additional
nondiscriminatory rules and procedures governing the manner and timing of a
Participant's elections to make, change, or discontinue Elective Deferrals,
provided that the rules and procedures are consistent with the Plan.

         Section 4.03. Limitation on Elective Deferrals. The amount of Elective
Deferrals made on behalf of Participants will be subject to the following
limitations:

         (a)      Elective Deferrals made on behalf of Highly Compensated
Participants for a Plan Year will not result in a Deferral Percentage for Highly
Compensated Participants that exceeds both:

                  (1)      1.25 times the Deferral Percentage for Non-Highly
         Compensated Participants for the prior Plan Year; and

                  (2)      the lesser of (A) two times the Deferral Percentage
         for Non-Highly Compensated Participants for the prior Plan Year or (B)
         two percentage points more than the Deferral Percentage for Non-Highly
         Compensated Participants for the prior Plan Year.

In determining the Deferral Percentage for a group for a Plan Year, all
"eligible employees" will be taken into account. For this purpose, an "eligible
employee" for a Plan Year is any Employee who is directly or indirectly eligible
to make an Elective Deferral for all or a portion of the Plan Year and includes
an Employee who would be eligible to make an Elective Deferral but for his
failure to make an election pursuant to Section 4.02 or his hardship withdrawal
under another Retirement Plan, or because the Elective Deferral would cause the
limitation of Article XI to be exceeded.


                                      -16-
<PAGE>
         (b)      At such times as it deems advisable, the Plan Administrator
will evaluate the Plan's operation to assure that Elective Deferrals elected by
Highly Compensated Participants do not cause the limitations of Subsection (a)
to be exceeded. The Employer, in its sole discretion, may make a Qualified
Nonelective Contribution to the Elective Deferral Accounts of active
Participants who are Non-Highly Compensated Participants, allocated among those
Accounts in proportion to those Participants' relative Compensation for the Plan
Year that is paid on or after the date they become Participants, to assist the
Plan in satisfying the limitations of Subsection (a). Any Qualified Nonelective
Contribution made shall satisfy the conditions set forth in 26 C.F.R. Section
1.401(k)-1(b)(5). To the extent that Highly Compensated Participants' Elective
Deferrals would, if carried out, cause the limitations of Subsection (a) to be
exceeded, the following provisions will apply:

                  (1)      The Deferral Ratio of the Highly Compensated
         Participant with the highest Deferral Ratio will be reduced to the
         higher of (A) the Deferral Ratio necessary to enable the Plan to
         satisfy the limitations of Subsection (a) or (B) the Deferral Ratio of
         the Highly Compensated Participant with the next highest Deferral
         Ratio. The foregoing process will be repeated until the limitations of
         Subsection (a) are satisfied. The portion of any Elective Deferral that
         has been contributed to the Plan and is attributable to a reduction in
         a Participant's Deferral Ratio pursuant to this Paragraph will be
         regarded as an excess Elective Deferral.

                  (2)      The total dollar amount of excess Elective Deferrals
         will be allocated to one or more Highly Compensated Participants by
         reducing the Elective Deferrals of the Highly Compensated Participant
         with the highest dollar amount of Elective Deferrals by the lesser of
         (A) the amount required to cause that Participant's Elective Deferrals
         to equal the Elective Deferrals of the Highly Compensated Participant
         with the next highest dollar amount or (B) an amount equal to the total
         amount of excess Elective Deferrals. This process will be repeated
         until all excess Elective Deferrals are allocated.

                  (3)      The Trustee will distribute any excess Elective
         Deferrals, together with all income allocable thereto, to the Highly
         Compensated Participants to whom they were allocated pursuant to
         Paragraph (2) within one year after the end of the Plan Year for which
         they were made.

         (c)      If Elective Employer Contributions with respect to a
Participant for a calendar year exceed the limitation of Code paragraph
402(g)(1) (as adjusted from time to time pursuant to Code paragraph 402(g)(5)),
the Participant will notify the Plan Administrator not later than March 1 of the
following year of the portion of the excess Elective Employer Contributions
allocable to the Plan. If the Plan Administrator receives notice from a
Participant pursuant to the preceding sentence, the Plan Administrator will
cause the Trustee to distribute to the Participant not later than the following
April 15 the portion of the excess Elective Employer Contributions allocable to
the Plan and any income allocable to that portion.

         Section 4.04. Matching Contributions. The Employer shall make Matching
Contributions to the Plan as follows:


                                      -17-
<PAGE>
         (a)      Except as otherwise specifically provided in Subsection (b),
for each Plan Year, the Employer shall contribute to the Plan on behalf of each
Participant a Matching Contribution equal to 100% of the Participant's Elective
Deferrals not in excess of 3% of the Participant's Compensation for that Plan
Year, plus 50% of the Participant's Elective Deferrals in excess of 3%, but not
in excess of 5%, of the Participant's Compensation for that Plan Year.

         If the Participant's Elective Deferrals stop before the end of a Plan
Year because they reach the limitation in Code subsection 402(g), then the
Employer shall make a catch-up Matching Contribution for that Plan Year. The
catch-up Matching Contribution will be equal to the difference between (a) and
(b), where (a) is 100% of the Participant's Elective Deferrals for the Plan Year
not in excess of 3% of the Participant's Compensation for that Plan Year, plus
50% of the Participant's Elective Deferrals for the Plan Year in excess of 3%,
but not in excess of 5%, of the Participant's Compensation for that Plan Year,
and (b) is the amount of the Matching Contributions previously made for the
Participant for the Plan Year.

         (b)      For the Plan Year beginning January 1, 2000, the Employer
shall make Matching Contributions based on the Participant's Elective Deferrals
and Compensation after June 30, 2000.

         (c)      Notwithstanding the foregoing provisions of this Section, the
Employer shall not make a Matching Contribution on behalf of a Highly
Compensated Participant for a Plan Year to the extent that it would cause the
limitations of Subsection 4.05(a) or (b) to be exceeded for the Plan Year.
Matching Contributions for a Plan Year shall be paid to the Trustee as soon as
practicable after the end of the pay period for which they are made and shall be
allocated to the Account of the Participant on whose behalf they were made as of
the end of the pay period.

         Section 4.05. Limitation on Matching Contributions and Voluntary
Contributions. The amount of Matching Contributions and Voluntary Contributions
that may be allocated to the Accounts of Highly Compensated Participants will be
subject to the following limitations:

         (a)      Matching Contributions and Voluntary Contributions made on
behalf of Highly Compensated Participants for a Plan Year will not result in a
Contribution Percentage for Highly Compensated Participants that exceeds both:

                  (1)      1.25 times the Contribution Percentage for Non-Highly
         Compensated Participants for the prior Plan Year; and

                  (2)      the lesser of (A) two times the Contribution
         Percentage for Non-Highly Compensated Participants for the prior Plan
         Year or (B) two percentage points more than the Contribution Percentage
         for Non-Highly Compensated Participants for the prior Plan Year.


                                      -18-
<PAGE>
         (b)      Matching Contributions and Voluntary Contributions made on
behalf of Highly Compensated Participants will not cause the sum of the Deferral
Percentage and the Contribution Percentage for Highly Compensated Participants
to exceed the sum of the following:

                  (1)      1.25 times the lesser of (A) the Deferral Percentage
         for Non-Highly Compensated Participants for the prior Plan Year or (B)
         the Contribution Percentage for Non-Highly Compensated Participants for
         the prior Plan Year; and

                  (2)      the lesser of (A) two times the greater of (i) the
         Deferral Percentage for Non-Highly Compensated Participants for the
         prior Plan Year or (ii) the Contribution Percentage for Non-Highly
         Compensated Participants for the prior Plan Year or (B) two percentage
         points more than the greater of (i) the Deferral Percentage for
         Non-Highly Compensated Participants for the prior Plan Year or (B) the
         Contribution Percentage for Non-Highly Compensated Participants for the
         prior Plan Year.

The provisions of this Subsection (b) will apply only if the Deferral Percentage
for Highly Compensated Participants for the Plan Year exceeds 1.25 times the
Deferral Percentage for Non-Highly Compensated Participants for the prior Plan
Year and the Contribution Percentage for Highly Compensated Participants for the
Plan Year exceeds 1.25 times the Contribution Percentage for Non-Highly
Compensated Participants for the prior Plan Year.

         (c)      To the extent that, due to an error, the limitations of
Subsection (a) are exceeded for a Plan Year, the following provisions will
apply:

                  (1)      To reduce the Contribution Ratio of Highly
         Compensated Participants, Voluntary Contributions shall be reduced as
         provided in this paragraph. If necessary, Matching Contributions shall
         then be reduced. The Contribution Ratio of the Highly Compensated
         Participant with the highest Contribution Ratio will be reduced to the
         higher of (A) the Contribution Ratio necessary to enable the Plan to
         satisfy the limitations of Subsection (a) or (B) the Contribution Ratio
         of the Highly Compensated Participant with the next highest
         Contribution Ratio. The foregoing process will be repeated until the
         limitations of Subsection (a) are satisfied. The portion of any
         Matching Contributions and Voluntary Contributions attributable to a
         reduction in a Participant's Contribution Ratio pursuant to this
         Paragraph will be regarded as an excess Voluntary Contribution and an
         excess Matching Contribution.

                  (2)      The total dollar amount of any excess Matching
         Contributions and any excess Voluntary Contributions will be allocated
         to one or more Highly Compensated Participants by reducing the Matching
         Contributions and Voluntary Contributions of the Highly Compensated
         Participant with the highest dollar amount of Matching Contributions
         and Voluntary Contributions by the lesser of (A) the amount required to
         cause that Participant's Matching Contributions and Voluntary
         Contributions to equal the Matching Contributions and Voluntary
         Contributions of the Highly Compensated Participant with the next
         highest dollar amount or (B) the total amount of excess Matching
         Contributions and excess Voluntary Contributions. This process will be


                                      -19-
<PAGE>
         repeated until all excess Matching Contributions and excess Voluntary
         Contributions are allocated.

                  (3)      The Trustee will distribute any vested excess
         Matching Contributions and excess Voluntary Contributions, together
         with all income allocable thereto, to the Highly Compensated
         Participants to whom they were allocated pursuant to Paragraph (2)
         within one year after the end of the Plan Year for which they were
         made. Any nonvested excess Matching Contributions allocated to a Highly
         Compensated Participant for a Plan Year pursuant to Paragraph (2),
         together with all income allocable to them, shall be forfeited as of
         the last day of the Plan Year for which the contributions were made and
         treated as provided in Subsection 6.04(c).

         (d)      To the extent that, after the application of Subsection (c),
the limitations of Subsection (b) are exceeded for a Plan Year, the following
provisions will apply:

                  (1)      To reduce the Contribution Ratio of Highly
         Compensated Participants, Voluntary Contributions shall be reduced as
         provided in this paragraph. If necessary, Matching Contributions shall
         then be reduced. The Contribution Ratio of the Highly Compensated
         Participant with the highest Contribution Ratio will be reduced to the
         higher of (A) the Contribution Ratio necessary to enable the Plan to
         satisfy the limitations of Subsection (b) or (B) the Contribution Ratio
         of the Highly Compensated Participant with the next highest
         Contribution Ratio. The foregoing process will be repeated until the
         limitations of Subsection (b) are satisfied. The portion of any
         Matching Contribution and any Voluntary Contribution attributable to a
         reduction in a participant's Contribution Ratio pursuant to this
         paragraph will be regarded as an excess Matching Contribution and an
         excess Voluntary Contribution.

                  (2)      The total dollar amount of any excess Matching
         Contributions and any excess Voluntary Contributions will be allocated
         to one or more Highly Compensated Participants by reducing the Matching
         Contributions and Voluntary Contributions of the Highly Compensated
         Participant with the highest dollar amount of Matching Contributions
         and Voluntary Contributions by the lesser of (A) the amount required to
         cause that Participant's Matching Contributions and Voluntary
         Contributions to equal the Matching Contributions and Voluntary
         Contributions of the Highly Compensated Participant with the next
         highest dollar amount or (B) the total amount of excess Matching
         Contributions and Voluntary Contributions. This process will be
         repeated until all excess Matching Contributions and Voluntary
         Contributions are allocated.

                  (3)      The Trustee will distribute any vested excess
         Matching Contributions and excess Voluntary Contributions, together
         with all income allocable thereto, to the Highly Compensated
         Participants to whom they were allocated pursuant to Paragraph (2)
         within one year after the end of the Plan Year for which they were
         made. Any nonvested excess Matching Contributions allocated to a Highly
         Compensated Participant for a Plan Year pursuant to Paragraph (2),
         together with all income allocable to them, shall be forfeited as


                                      -20-
<PAGE>
         of the last day of the Plan Year for which the contributions were made
         and treated as provided in Subsection 6.04(c).

         (e)      In determining the Contribution Percentage for a group for a
Plan Year, all "eligible employers" will be taken into account. For this
purpose, an "eligible employee" for a Plan Year is any Employee who is directly
or indirectly eligible to receive a Matching Contribution or make a Voluntary
Contribution for all or a portion of the Plan Year and includes an Employee who
would be eligible to receive a Matching Contribution and make a Voluntary
Contribution but for his failure to make an election pursuant to the Plan or his
hardship withdrawal under another Retirement Plan, or because the Matching
Contribution and Voluntary Contribution would cause the limitation of Article XI
to be exceeded.

         Section 4.06. Profit Sharing Contributions. The Employer will
contribute to the Trust for each Plan Year that amount, if any, determined by
the Board of Directors, provided that the amount of the Profit Sharing
Contributions, when added to all Elective Deferrals and Matching Contributions
for the Plan Year, does not exceed the amount allowable as a deduction from the
Employer's income for federal income tax purposes. Profit Sharing Contributions
for a Plan Year will be paid to the Trustee not later than the tax return due
date for the Employer's tax year ending with or during the Plan Year and will be
allocated as of the last day of the Plan Year among the Profit Sharing Accounts
of Participants on that date, in proportion to their relative Compensation for
the Plan Year. Notwithstanding the foregoing provisions, an Employer shall not
make a Profit Sharing Contribution on behalf of a Participant to the extent that
it would cause the limitations of Section 11.02 to be exceeded with respect to
that Participant for the Plan Year.

         Section 4.07. Rollover Contributions. At any time during a Plan Year,
an Eligible Employee may make a Rollover Contribution to the Trust (a) in cash;
or (b) in Company Stock that, immediately before the Rollover Contribution is
made, is held in the Eligible Employee's account in a qualified retirement plan
maintained by a Related Employer or in an individual retirement account that
holds only amounts rolled into it from the Eligible Employee's account in a
qualified retirement plan maintained by a Related Employer. The Eligible
Employee must establish to the satisfaction of the Plan Administrator that the
contribution satisfies all applicable requirements of Code sections 402 and 408
and any other criteria that the Plan Administrator may establish from time to
time to ensure that the contribution will not adversely affect the Plan's
qualified status. A Rollover Contribution will be allocated to the Rollover
Account of the Eligible Employee who made it as of the date it is received by
the Trustee.

         Section 4.08. Minimum Contribution Requirement. If the Plan is a
Top-Heavy Plan for a Plan Year, the minimum contribution requirements of Code
subsection 416(c) will be satisfied by the Employer as follows:

         (a)      the Employer will contribute on behalf of each Non-Key
Employee who is both a Participant and an Employee on the last day of the Plan
Year (regardless of the Participant's Hours of Service during the Plan Year) a
contribution that, together with any contribution otherwise made on behalf of
the Employee to the Plan or another defined contribution plan of the Employer,
is not less than the lesser of (1) 3% of the Employee's Regulatory Compensation
for


                                      -21-
<PAGE>
the Plan Year or (2) the percentage at which contributions are made (or required
to be made) under the Plan and under any other defined contribution plan for the
Plan Year for the Key Employee for whom the percentage is the highest for the
Plan Year. That percentage will be determined for each Key Employee by dividing
the contributions for that Employee by his Regulatory Compensation for the Plan
Year.

         (b)      A Non-Key Employee who is a Participant at the end of the Plan
Year and who has at least 1,000 Hours of Service (or equivalent service as
determined pursuant to 29 C.F.R. Section 2530.200b-3) for the Plan Year under a
top-heavy defined benefit plan of the Employer will receive, instead of the
minimum contribution provided in Subsection (a), an accrued benefit under the
defined benefit plan that is at least as large as the defined benefit provided
for in the following sentence. The minimum accrued benefit required by the
preceding sentence, together with the balance of the Employee's Accounts
attributable to Employer contributions under this Plan and the balance, if any,
of the Employee's accounts attributable to Employer contributions under any
defined contribution plan of the Employer, must equal at all times at least the
product of the Employee's average Regulatory Compensation for the 5 consecutive
years when the Employee had the highest aggregate Regulatory Compensation from
the Employer and the lesser of 2% per Year of Continuous Service (excluding
years when neither plan was top-heavy and years completed before January 1,
1984) or 20%.

         Section 4.09. Nondiversion and Exclusive Benefit. Except as expressly
provided in this Section, the Trust Assets will not revert to the Employer and
will be devoted exclusively to the payment of benefits to Participants,
Beneficiaries, and other persons and for the payment of reasonable
administration expenses as provided in the Plan and the Trust Agreement. The
Trustee will, however, return to the Employer a contribution to the Plan under
the following circumstances:

         (a)      If any contribution is made to the Plan by mistake of fact and
the Employer requests in writing that the contribution be returned, the Trustee
will comply with the Employer's request; provided, however, that no contribution
may be returned to the Employer pursuant to this Subsection more than one year
after the date on which the contribution is made; or

         (b)      To the extent that the deduction for a contribution made by
the Employer is disallowed, the contribution will be returned to the Employer
(to the extent disallowed) within one year after the disallowance of the
deduction, if the Employer so requests in writing.

         If an Elective Deferral or Voluntary Contribution is returned to the
Employer pursuant to this Section, the Employer will return the contribution to
the Participant on whose behalf the contribution was made.


                                      -22-
<PAGE>
                                    ARTICLE V
                           ACCOUNTING AND INVESTMENTS

         Section 5.01. Participants' Accounts. The Plan Administrator will
create and maintain adequate records to disclose the interest in the Trust of
each Participant, Beneficiary and Alternate Payee. Records will be in the form
of individual bookkeeping accounts, and credits and charges will be made to
those Accounts pursuant to Article IV and the following provisions of this
Article V. Each Participant will have a separate Elective Deferral Account,
Matching Account, Profit Sharing Account, and Voluntary Account. Each Eligible
Employee who makes a Rollover Contribution will have a separate Rollover
Account. Each Beneficiary, and to the extent required by a Qualified Domestic
Relations Order, each Alternate Payee, will have the same separate accounts
maintained for the Participant from whom their Plan benefits derived. The
maintenance of individual Accounts is for accounting purposes only, and a
segregation of Trust Assets to each Account will not be required. The Plan
Administrator will also maintain records to indicate the amount of each
Participant's Accounts in each Fund.

         Section 5.02. Separate Investment Funds. The Trust Assets will be kept
in the common Funds that the Company may designate from time to time, and may
include a Fund primarily invested in Company Stock. The respective assets of
each Fund will be accounted for separately from those of each other Fund and
will be invested in accordance with the investment guidelines established for
the Fund by the Company. The Trustee's discretion in investing the assets of the
Funds will be subject only to the foregoing provisions of this Section, the
Trust Agreement, and ERISA. The Trustee may invest the assets of any Fund and
commingle funds to the extent that the investment is consistent with the
purposes of the Fund.

         Section 5.03. Valuation Standards. If the value of the Trust Assets is
not readily ascertainable from the transactions of a securities exchange, the
Trust Assets will be valued in accordance with the Trustee's best judgment. In
determining the value of the Trust Assets, the Trustee will exercise its best
judgment, using generally accepted trust and accounting principles, and all such
determinations of value will be binding upon all persons claiming benefits under
the provisions of the Plan.

         Section 5.04. General Method of Determining Values of Participants'
Accounts. The value of each Account of a Participant will be the value of the
Account as of the preceding Valuation Date, increased by the dollar amount of
any contributions allocated to the Account after the preceding Valuation Date
and decreased by the amount of any payments made from the Account after the
preceding Valuation Date. On each Valuation Date, each Account will be adjusted
by the dollar amount of any earnings or losses allocated to that Account as of
that Valuation Date.

         Section 5.05. Allocation of Earnings to Accounts. On each Valuation
Date, earnings will be allocated as follows:

         (a)      The earnings of a Fund, whether positive or negative, will be
allocated among all Accounts in proportion to the relative value of those
Accounts invested in the Fund as of the end


                                      -23-
<PAGE>
of the preceding Valuation Date (as adjusted pursuant to Subsection (b)).
Accounts terminated since the end of the preceding Valuation Date will be
disregarded for purposes of this Subsection.

         (b)      For purposes of determining the allocation of investment
earnings pursuant to Subsection (a), the value of a Participant's Accounts as of
the preceding Valuation Date will be adjusted as follows:

                  (1)      The value of a Participant's Accounts invested in a
         Fund as of the preceding Valuation Date will be decreased by any
         amounts distributed from the Participant's Accounts invested in that
         Fund since the preceding Valuation Date (excluding any amounts
         distributed as of the date on which the investment earnings are
         allocated).

                  (2)      The value of a Participant's Accounts invested in a
         Fund as of the preceding Valuation Date will be increased by the amount
         of any Elective Deferrals, Rollover Contributions or Voluntary
         Contributions allocated to the Participant's Accounts invested in that
         Fund since the preceding Valuation Date.

         (c)      The investment earnings of each Fund between Valuation Dates
will be equal to the difference between the fair market value of the Fund as of
the preceding Valuation Date and the current Valuation Date; plus (1) the amount
of benefits paid from the Fund and (2) amounts transferred from the Fund to
another Fund since the preceding Valuation Date; and less (1) any contributions
made to the Fund and (2) any amounts transferred to the Fund from another Fund
since the preceding Valuation Date.

         Section 5.06. Crediting of Contributions and Forfeitures to Particular
Funds. A Participant's Accounts will be invested in a particular Fund or Funds
according to his written designation. Subject to any rules the Plan
Administrator may reasonably establish, a Participant may invest in more than
one Fund. If the Participant does not designate a particular Fund, contributions
allocated to his Accounts will be invested in a Fund designated by the Plan
Administrator as the Fund to receive such allocations.

         Section 5.07. Transfers Among Funds. To the extent permitted by the
Plan Administrator, a Participant may cause a transfer of all or a part of his
Accounts invested in one Fund to be transferred to another Fund. A Participant
who desires such a transfer will execute a written form provided by the Plan
Administrator and will file it with the Plan Administrator within the time
limits specified by the Plan Administrator. Every transfer election will be
irrevocable and will specify the Fund from which the transfer is to be made and
the Fund into which the transfer is to be made.

         Section 5.08. Investment Discretion of Beneficiaries and Alternate
Payees. A Participant's Beneficiary and Alternate Payee will be entitled to
exercise investment discretion with respect to his Accounts pursuant to the
foregoing provisions.


                                      -24-
<PAGE>
                                   ARTICLE VI
                             VESTING AND FORFEITURE

         Section 6.01. Nonforfeitability. For all purposes of the Plan, a
"vested" interest is an interest that is nonforfeitable in that it constitutes a
claim that is unconditional and legally enforceable against the Plan.

         Section 6.02. Vested Interests. A Participant's interest in his or her
Elective Deferral Account, Voluntary Account, Rollover Account, and that portion
of his or her Profit Sharing Account attributable to profit sharing
contributions made prior to 1994 shall be 100% vested at all times.

         Section 6.03. Vesting of Matching Account and Profit Sharing Account. A
Participant's interest in his or her Matching Account and that portion of the
Participant's Profit Sharing Account attributable to Profit Sharing
Contributions shall be forfeitable, except as that interest becomes vested under
the following provisions:

         (a)      A Participant's interest in his or her Matching Account and
that portion of his or her Profit Sharing Account attributable to Profit Sharing
Contributions shall be 100% vested upon the occurrence of any of the following
events:

                  (1)      attainment of the normal retirement age of 65 while
         an Employee;

                  (2)      death or Disability while an Employee;

                  (3)      a complete discontinuance of contributions under the
         Plan;

                  (4)      partial termination of the Plan (within the meaning
         of the Code) with respect to the Participant; or

                  (5)      termination of the Plan.

                  (6)      Except as otherwise provided in this Section, a
         Participant's interest in his or her Matching Account and that portion
         of his or her Profit Sharing Account attributable to Profit Sharing
         Contributions shall become 100% vested upon completion of one year of
         Continuous Service.

         Section 6.04. Forfeitures.

         (a)      Except as provided in Subsection (b), no amount credited to a
Participant shall be forfeited upon Severance from Service until he incurs five
consecutive one year Periods of Severance or dies while not an Employee. When a
Participant incurs five consecutive one year Periods of Severance or dies while
not an Employee, the nonvested portion of his Matching Account and the nonvested
portion of his Profit Sharing Account shall be forfeited.


                                      -25-
<PAGE>
         (b)      Notwithstanding Subsection (a), if a Participant's entire
vested Accounts are distributed (or deemed distributed pursuant to Section 7.05)
before the end of the Plan Year following the Plan Year in which the Participant
incurs a Severance from Service, the nonvested portion of the Participant's
Accounts shall be forfeited immediately upon the distribution. If a former
Participant is reemployed by the Employer, the amount forfeited pursuant to the
preceding sentence shall be restored if the Participant repays to the Trust the
full amount distributed to him before the date on which he incurs 5 consecutive
one year Periods of Severance after the date of the distribution. Amounts
restored shall come from Trust income and, to the extent necessary, forfeitures.
If Trust income and forfeitures are insufficient to restore the forfeited
amounts, the Employer shall make an additional contribution sufficient to
restore the forfeited amount. The additional Employer contribution shall not
constitute an Annual Addition.

         (c)      The total dollar amount of all interests forfeited during a
Plan Year shall be held in a separate suspense account until the last day of the
Plan Year. To the extent that the forfeited amounts are attributable to the
Matching Contribution for a Plan Year, the forfeited amounts shall be applied to
reduce the Matching Contributions of the Employer pursuant to Section 4.04 in
the current Plan Year and, if necessary, in future Plan Years. To the extent
that the forfeited amounts are attributable to Profit Sharing Contributions,
they shall be allocated as of the last day of the Plan Year among the Profit
Sharing Accounts of Participants on that date, as provided in Section 4.06 for
the allocation of Profit Sharing Contributions.


                                   ARTICLE VII
                                    BENEFITS

         Section 7.01. General. A Participant shall be entitled to receive
benefits from the Plan as provided in this Section. A Participant's Accounts
shall be distributed in the following forms:

         (a)      If the Participant receives a lump sum distribution, the
Participant's Accounts invested in Company Stock shall be distributed in the
form of cash or Company Stock, as elected by the Participant or Beneficiary,
except that the value of any fractional shares of Company Stock shall be
distributed in cash.

         (b)      Except as provided in Subsection (a), a Participant's Accounts
shall be distributed in cash.

         Section 7.02. Termination and Disability Benefits. If a Participant
incurs a Disability or terminates employment for any reason other than death,
his Accounts will be distributed as provided in this Section. If the value of a
Participant's Accounts exceeds $5,000, the Participant may elect at any time
after incurring a Disability or terminating employment to receive his Accounts
as provided in Section 7.06. If a Participant files a written election with the
Plan Administrator pursuant to the preceding sentence, the Plan Administrator
will cause his Accounts to be distributed to him as soon as administratively
feasible following the date it


                                      -26-
<PAGE>
receives his election; provided, however, that if the distribution is to be in a
form other than a Qualified Joint and Survivor Annuity or Single Life Annuity,
the Participant's election to receive benefits before attaining age 62 must be a
Qualified Election.

         Section 7.03. Benefits Payable on Death Before Annuity Starting Date.
If a Participant dies before his Annuity Starting Date, his Accounts will be
used to provide death benefits as follows:

         (a)      If the Participant is married and there has been no waiver of
the Qualified Preretirement Survivor Annuity pursuant to a Qualified Election,
his Accounts will be used to provide a Qualified Preretirement Survivor Annuity.
Payment of the Qualified Preretirement Survivor Annuity to the Spouse will begin
as of the date elected in writing by the Spouse.

         (b)      If the Participant's Spouse is entitled to a Qualified
Preretirement Survivor Annuity pursuant to Subsection (a), the Spouse may elect
in writing to receive benefits in any optional form of a benefit available under
Subsection 7.06(b).

         (c)      If the Participant is not married, or if the Participant is
married and there has been a waiver of the Qualified Preretirement Survivor
Annuity pursuant to a Qualified Election, his Accounts will be distributed to
his Beneficiary in any optional form of benefit available under Subsection
7.06(b) that the Participant elects in writing. If the Participant has not
elected an optional form of benefit, his Accounts will be paid to his
Beneficiary in one lump sum payment as soon as administratively feasible after
his death.

         (d)      To be a Qualified Election, an election to waive the Qualified
Preretirement Survivor Annuity must be made in writing during the Applicable
Election Period and, if the Participant is married, must be consented to by the
Participant's Spouse. In addition, the Beneficiary designated by the election
may not be changed without the Spouse's consent. The Spouse's consent must be
given in writing during the Applicable Election Period, must acknowledge the
effect of the election and the consent, must be witnessed by a Plan
representative or notary public, and is irrevocable. If the Participant
establishes to the satisfaction of a Plan representative that the Spouse's
written consent cannot be obtained because there is no Spouse or the Spouse
cannot be located, the Spouse's consent will be deemed to have been given. If a
Participant is legally separated from his Spouse or has been abandoned by his
Spouse (within the meaning of local law) and the Participant has a court order
to that effect, the Spouse's consent will not be required unless a Qualified
Domestic Relations Order provides otherwise. Any Spousal consent will be valid
only with respect to the Spouse who signs the consent, or in the event of a
deemed consent, the designated Spouse. If a Participant's Spouse is legally
incompetent to give consent, the Spouse's legal guardian (even if the guardian
is the Participant) may give consent. A Participant may revoke a prior Qualified
Election at any time.

         Section 7.04. Benefits Payable on Death after Annuity Starting Date. If
a Participant dies after his Annuity Starting Date, any survivor benefits will
be distributed in accordance with the terms of the benefit form in effect on the
date of his death. The Participant's Beneficiary may


                                      -27-
<PAGE>
elect in writing to accelerate the payment of any survivor benefits not already
applied to purchase an annuity contract pursuant to Subsection 7.06(d).

         Section 7.05. Payment of Small Accounts. Notwithstanding any other
provision of the Plan, if the value of any benefit payable under the Plan does
not exceed $5,000, the Participant's Accounts will be distributed in a lump sum
payment as soon as administratively feasible after he is determined to be
Disabled, terminates employment or dies, whichever is applicable. For purposes
of this Section, if the present value of a Participant's vested benefit is zero,
the Participant shall be deemed to have received a distribution.

         Section 7.06. Form of Benefits. Except as otherwise expressly provided
in this Article, the form of distribution will be determined pursuant to this
Section.

         (a)      Normal Form. If a Participant is married on his Annuity
Starting Date, the normal form of benefit payment will be a Qualified Joint and
Survivor Annuity. If a Participant is not married on his Annuity Starting Date,
the normal form of benefit payment will be a Single Life Annuity.

         (b)      Optional Forms. A Participant may elect one or more optional
forms of benefit pursuant to a Qualified Election during the Applicable Election
Period. The optional forms of benefit are:

                  (1)      a lump sum payment;

                  (2)      monthly, quarterly, semiannual or annual installments
         over a fixed term;

                  (3)      a life annuity; or

                  (4)      a level monthly annuity for the life of the
         Participant, with a survivor annuity to and for the life of his
         Beneficiary, in a monthly amount equal to at least 50% of the monthly
         amount payable during the joint lives of the Participant and his
         Beneficiary.

         (c)      Qualified Election. In order to be a Qualified Election, an
election to waive the Qualified Joint and Survivor Annuity or the Single Life
Annuity must be made in writing during the Applicable Election Period and, if
the Participant is married, must be consented to by the Participant's Spouse. In
addition, the Beneficiary designated by the election may not be changed without
the Spouse's consent. The Spouse's consent must be given in writing during the
Applicable Election Period, must acknowledge the effect of the election and the
consent, must be witnessed by a Plan representative or notary public, and is
irrevocable. If the Participant establishes to the satisfaction of a Plan
representative that the Spouse's written consent cannot be obtained because
there is no Spouse or the Spouse cannot be located, the Spouse's consent will be
deemed to have been given. If a Participant is legally separated from his Spouse
or has been abandoned by his Spouse (within the meaning of local law) and the
Participant has a court order to that effect, the Spouse's consent will not be
required unless a Qualified Domestic Relations


                                      -28-
<PAGE>
Order provides otherwise. Any Spousal consent will be valid only with respect to
the Spouse who signs the consent, or in the event of a deemed consent, the
designated Spouse. If a Participant's Spouse is legally incompetent to give
consent, the Spouse's legal guardian (even if the guardian is the Participant)
may give consent. A Participant may revoke a prior Qualified Election at any
time.

         (d)      Purchase of Annuity Contracts. If a Participant's benefits are
payable in the form of an annuity, the Plan Administrator may cause the Trustee
to apply the Participant's Accounts for the purchase of an annuity contract from
an appropriate insurance company.

         Section 7.07. Beneficiaries. A Participant's Beneficiary will be
determined pursuant to this Section.

         (a)      Except as provided pursuant to a Qualified Joint and Survivor
Annuity or a Qualified Preretirement Survivor Annuity, the Participant's
Beneficiary will be the person or persons, including a trustee, designated in
writing by a Participant pursuant to practices of, or rules prescribed by, the
Plan Administrator, as the recipient of a benefit payable under the Plan
following the Participant's death. To be effective, a Beneficiary designation
must be filed with the Plan Administrator during the Participant's life and
acknowledged during the Participant's life by the Plan Administrator in writing.

         (b)      If no person has been designated as the Beneficiary of a
Participant, or if no person so designated survives the Participant, then the
Beneficiary will be determined as follows:

                  (1)      If the Participant is survived by a Spouse, the
         Spouse will be the Participant's Beneficiary.

                  (2)      If the Participant is not survived by a Spouse, the
         Participant's estate will be the Participant's Beneficiary.

If any amount becomes payable under the Plan to a Beneficiary who survives the
Participant but dies before receiving the benefit due him, and if the
Participant has not named a contingent Beneficiary who survives the Participant,
the Participant's remaining Accounts will be paid in a lump sum cash payment as
soon as administratively feasible following the Beneficiary's death to the
Beneficiary's estate.

         Section 7.08. Written Explanation of Benefits. The Plan Administrator
will provide to Participants the written explanations required by this Section.

         (a)      The Plan Administrator will provide to each Participant within
the period that begins 90 days prior to, and ends 30 days prior to, the Annuity
Starting Date a written explanation of (1) the terms and conditions of a
Qualified Joint and Survivor Annuity or Single Life Annuity, (2) the
Participant's right to make and the effect of an election to waive a Qualified
Joint and Survivor Annuity or Single Life Annuity, (3) the rights of a
Participant's Spouse with respect to the selection of benefit forms, and (4) the
right to make and the effect of a revocation


                                      -29-
<PAGE>
of a previous election to waive the Qualified Joint and Survivor Annuity or
Single Life Annuity. A Participant may elect to waive any requirement that the
Applicable Election Period extend at least 30 days after the Plan Administrator
provides the Participant with the written explanation if (1) the Plan
Administrator informs the Participant of his right to an Applicable Election
Period that extends at least 30 days after he receives the written explanation,
(2) the Participant is permitted to revoke his election until the later of his
Annuity Starting Date or 7 days after the date he receives the written
explanation, (3) the Plan Administrator provides the written explanation before
the Participant's Annuity Starting Date, and (4) the distribution commences more
than 7 days after the Plan Administrator provides the written explanation. If
the Participant is married, the Participant's Spouse must consent to the waiver
in writing before a notary public or a Plan representative.

         (b)      The Plan Administrator will provide to each Participant a
written explanation of the death benefits under the Plan in such terms and in
such manner as would be comparable to the explanation provided for meeting the
requirements of Subsection (a) applicable to a Qualified Joint and Survivor
Annuity. The time for providing the written explanation of the death benefits
will be governed by the following provisions:

                  (1)      If an Employee becomes a Participant before he
         reaches age 35, the Plan Administrator will provide the written
         explanation to the Participant within the period beginning on the first
         day of the Plan Year in which the Participant reaches age 32 and ending
         on the first day of the Plan Year in which the Participant reaches age
         35.

                  (2)      If a Participant becomes a Participant after reaching
         age 35, the Plan Administrator will provide the written explanation to
         each Participant within a reasonable period after he becomes a
         Participant.

                  (3)      If a Participant Separates from Service before
         reaching age 35, the Plan Administrator will provide the written
         explanation to the Participant again within one year after the
         Separation from Service. If the Participant is later reemployed, the
         written explanation will again be provided to him after his
         reemployment pursuant to the provisions of the foregoing Paragraphs (1)
         and (2).

         Section 7.09. Permitted Withdrawals from Voluntary Account. A
Participant may elect at any time, pursuant to a Qualified Election, to withdraw
any amounts allocated to his Voluntary Account in cash. The form of distribution
will be determined pursuant to Section 7.06. The Plan Administrator will
distribute amounts from the Participant's Voluntary Account in accordance with
the Participant's Qualified Election.

         Section 7.10. Other Distribution Rules Imposed by Federal Law. This
Section has been included in the Plan to comply with the limitations imposed by
Code paragraphs 401(a)(9) and 401(a)(14), and it will not be construed as
providing for a form of benefit not otherwise provided for under the Plan.
Notwithstanding any provision of this Plan to the contrary, any distribution
under the Plan will be made in accordance with regulations under Code paragraph
401(a)(9) and will comply with the following rules:


                                      -30-
<PAGE>
         (a)      Unless a Participant elects otherwise, the payment of his
benefits under the Plan must begin not later than the 60th day after the end of
the Plan Year in which occurs the latest of (1) the Participant's 65th birthday,
(2) the 10th anniversary of the Plan Year in which the Participant began
participation in the Plan, or (3) termination of the Participant's employment
with the Employer.

         (b)      For purposes of this Section, "required beginning date" means,
with respect to a Participant who is not a 5% owner as described in Code section
416, April 1 of the calendar year following the later of (1) the calendar year
in which the Participant reaches age 70-1/2 or (2) the calendar year in which
the Participant retires. With respect to a Participant who is a 5% owner as
described in Code section 416, "required beginning date" means April 1 of the
calendar year following the calendar year in which the Participant reaches age
70-1/2.

         (c)      Notwithstanding any other provision of this Plan, the entire
interest of each Participant will be distributed either (1) in a single lump sum
payment not later than the required beginning date, or (2) in a series of
payments beginning not later than the required beginning date over the life of
the Participant or over the lives of the Participant and a designated
Beneficiary (or over a period not extending beyond the life expectancy of the
Participant or the life expectancy of the Participant and a designated
Beneficiary). If a Participant's entire interest is to be distributed in other
than a lump sum, then the amount to be distributed each year must be at least an
amount equal to the quotient obtained by dividing the Participant's entire
interest by the life expectancy of the Participant or joint and last survivor
expectancy of the Participant and designated Beneficiary. Life expectancy and
joint and last survivor expectancy are computed by the use of the expected
return multiples contained in Tables V and VI of 26 C.F.R. Section 1.72-9. For
purposes of this computation, life expectancies will not be recalculated.

         (d)      If (1) the distribution of a Participant's interest has begun
in accordance with Subsection (c) and (2) the Participant dies before his entire
interest has been distributed to him, the remaining portion of his interest will
be distributed at least as rapidly as under the method of distribution being
used under Subsection (c) as of the date of his death.

         (e)      Except as provided in Subsection (f), if a Participant dies
before the distribution of his interest has begun in accordance with Subsection
(c), the entire interest of the Participant will be distributed within 5 years
after his death.

         (f)      For purposes of Subsection (e), any portion of a distribution
that is payable to (or for the benefit of) a designated Beneficiary will be
treated as completely distributed on the date the distributions begin if:

                  (1)      that portion is to be distributed (in accordance with
         regulations prescribed by the Secretary) over the life of the
         designated Beneficiary (or over a period not extending beyond the life
         expectancy of the Beneficiary), and


                                      -31-
<PAGE>
                  (2)      those distributions begin by the latest of (i) one
         year after the date of the Participant's death, (ii) any later date
         that the Secretary may establish by regulations, or (iii) if the
         Beneficiary is the Participant's surviving Spouse, the date that the
         Participant would have reached age 70-1/2.

         (g)      If the designated Beneficiary is the surviving Spouse of the
Participant, and if the surviving Spouse dies before the distributions to the
Spouse begin, Subsections (d), (e), and (f) will be applied as if the surviving
Spouse were the Participant.

         (h)      For purposes of Subsection (f), payments will be calculated by
use of the expected return multiples specified in Tables V and VI of 26 C.F.R.
Section 1.72-9. Life expectancies of Beneficiaries will be calculated at the
time payment first commences without further recalculation.

         (i)      For purposes of Subsections (c), (d), (e), and (f), if any
amount paid to a child of the Participant becomes payable to the surviving
Spouse when the child reaches the age of majority, that amount will be treated
as if it had been paid to the surviving Spouse.

         (j)      The method of distribution selected must assure that at least
50% of the present value of the amount available for distribution is paid within
the life expectancy of the Participant.

         Section 7.11. Effect of Government Regulation on Payment of Benefits.
If any regulation of the federal government or a federal agency prohibits or
prevents the payment or distribution of benefits in the manner provided in the
Plan, the Plan Administrator will conform to the regulation without amendment of
the Plan.

         Section 7.12. Inalienability of Benefits. Except as provided in this
Section, no Plan benefit will be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, whether
voluntary or involuntary, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge a Plan benefit will be void. The
prohibition set out in the preceding sentence will not apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant pursuant to a Qualified Domestic Relations Order or to any offset of
a Participant's Accounts against an amount that the Participant is ordered or
required to pay to the Plan pursuant to Code subparagraph 401(a)(13)(C).

         Section 7.13. Payments for Benefit of Incompetents. If any benefit is
payable to a minor or other person legally incompetent and the Plan
Administrator is aware of that person's status, the Plan Administrator will
direct that payments be made to the legal guardian of that person or to such
other person or organization as a court of competent jurisdiction may direct.

         Section 7.14. Qualified Domestic Relations Orders. In the event that a
Qualified Domestic Relations Order provides for the payment of all or a portion
of a Participant's Accounts to an Alternate Payee, distribution to the Alternate
Payee may be made at any time specified in the Qualified Domestic Relations
Order, irrespective of whether the Participant has reached the


                                      -32-
<PAGE>
"earliest retirement age," as defined in Code subsection 414(p). If a Qualified
Domestic Relations Order provides for the immediate payment of all or a portion
of a Participant's Accounts to an Alternate Payee, distribution will be made
pursuant to the order as soon as administratively feasible following the Plan
Administrator's determination that the order is a Qualified Domestic Relations
Order.

         Section 7.15. Direct Rollovers. Notwithstanding any provision of the
Plan to the contrary that would otherwise limit a Distributee's election under
this Section, a Distributee may elect, at the time and in the manner prescribed
by the Plan Administrator, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.


                                  ARTICLE VIII
                                 ADMINISTRATION

         Section 8.01. Administrator. The Company is the Plan Administrator.

         Section 8.02. Correction of Defects. The Plan Administrator may correct
any defect or supply any omission or reconcile any error or inconsistency in its
previous proceedings, decisions, orders, directions, or other actions in the
manner and to the extent it deems advisable to carry out the purposes of the
Plan.

         Section 8.03. Reliance upon Legal Counsel. The Employer and the Plan
Administrator are entitled to rely upon all opinions given by legal counsel
selected by the Plan Administrator.

         Section 8.04. Expenses. In the performance of its duties, the Plan
Administrator is authorized to incur reasonable expenses, including counsel
fees, that will, to the extent permitted by ERISA, be chargeable against the
Trust Assets if the expenses are not paid by the Employer.

         Section 8.05. Powers and Duties of Plan Administrator. Subject to the
specific limitations stated in this Plan, the Plan Administrator will have the
following powers, duties, and responsibilities:

         (a)      To carry out the general administration of the Plan;

         (b)      To cause to be prepared all forms necessary or appropriate for
the administration of the Plan;

         (c)      To keep appropriate books and records;

         (d)      To determine, consistent with the provisions of this Plan, the
manner in which the Trust Assets will be allocated and disbursed;


                                      -33-
<PAGE>
         (e)      To give directions to the Trustee as to the amounts to be
disbursed to Participants and others under the provisions of the Plan;

         (f)      To establish written procedures for determining, and to
determine in accordance with those procedures, whether a domestic relations
order is a Qualified Domestic Relations Order;

         (g)      To exercise all other powers and duties specifically conferred
upon the Plan Administrator elsewhere in this Plan and the Trust Agreement;

         (h)      To exercise all duties and responsibilities imposed by ERISA
upon the Plan Administrator as administrator of the Plan;

         (i)      To interpret, with discretionary authority, the provisions of
the Plan and to resolve, with discretionary authority, all disputed questions of
Plan interpretation including eligibility, rights, and status of Participants
and others under the Plan; and

         (j)      To employ agents to assist it in performing its administrative
duties.

The Plan Administrator will at all times make similar decisions on similar
questions involving similar circumstances. Subject to the provisions of ERISA
and Article IX, all decisions of the Plan Administrator made in good faith on
all matters within the scope of its authority under the provisions of this Plan
will be final and binding upon all persons.

         Section 8.06. Matters Specifically Excluded from Jurisdiction.
Notwithstanding any other provision of this Plan, the Plan Administrator will
have no power, duty, or authority with respect to determination of the amounts
to be contributed by the Employer to the Trust.

         Section 8.07. Investment Manager. The Company may appoint an investment
manager or managers to manage (including the power to acquire and dispose of any
Trust Assets) those Trust Assets specified by the Company, subject to the
conditions of this Section.

         (a)      An appointed investment manager must (1) be registered as an
investment adviser under the Investment Advisers Act of 1940; (2) be a bank as
defined in that Act; or (3) be an insurance company qualified to perform
investment management services in more than one state.

         (b)      An appointed investment manager must, prior to acting with
respect to the Trust Assets, acknowledge in writing that it accepts the duties
given it under the Plan and that it is a fiduciary with respect to the Plan.

         (c)      Upon the appointment of an investment manager, the Company
will notify the Trustee of the appointment in writing, and will deliver to the
Trustee a copy of the instruments evidencing the appointment, copies of the
written acknowledgment referred to in Subsection (b), and written directions
concerning the proper segregation of the Trust Assets into separate investment
accounts, if appropriate. The Company' written notification will constitute a


                                      -34-
<PAGE>
warranty as to the investment manager's qualifications under ERISA subsection
3(38), and the Trustee will be fully protected in relying on the investment
manager's continued qualification and authority until otherwise notified in
writing by the Company. The Trustee will follow the directions of an appointed
investment manager regarding investment and reinvestment of Trust Assets. The
Trustee will be under no obligation to review or give advice with respect to the
investment manager's directions.

         (d)      The Trustee will not be liable for the acts or omissions of
the investment manager or be under an obligation to invest or otherwise manage
any Trust Assets that are subject to management by the investment manager. The
Trustee will have no liability arising out of following the directions of the
investment manager.

         (e)      The Company may remove an investment manager upon written
notice to the Trustee, in which case the Trustee will, until notified of the
appointment of a successor investment manager, accept and manage the Trust
Assets previously managed by the investment manager.


                                   ARTICLE IX
                                CLAIMS PROCEDURES

         Section 9.01. Presentation of Claims. Any person believing himself to
be entitled to a benefit under the Plan may file an application or claim for the
benefit with the Plan Administrator. The Plan Administrator may adopt and supply
forms for benefit applications, but no claim will be adversely affected because
the claimant has not used the form adopted by the Plan Administrator. A claim
for a benefit will be deemed to have been made upon receipt by the Plan
Administrator of a written request for the benefit, signed by the claimant or
his representative.

         Section 9.02. Denial of Claim. Failure of the Plan Administrator to
allow a claim or any part of it within 90 days after its receipt of the claim
will be considered to be a denial of the claim or the part of the claim not
allowed. If a claim is denied in whole or in part, the Plan Administrator,
within 90 days after receipt of the claim, will give the claimant written notice
of the denial. If special circumstances require extension of the 90-day response
period, the Plan Administrator may extend the period for up to 90 additional
days by notifying the claimant, within the original 90-day period, of the
extension, the reason for it, and when a decision can be expected. The notice of
a claim denial will state, in a manner calculated to be understood by the
claimant, the following:

         (a)      The specific reason or reasons for the denial;

         (b)      Specific reference to the Plan provision or provisions on
which the denial is based;


                                      -35-
<PAGE>
         (c)      A description of any additional material or information that
the claimant may need to perfect the claim, with an explanation of why the
material or information is necessary; and

         (d)      An explanation of the appeal right and procedure described in
the next Section.

         Section 9.03. Claimant's Right to Appeal Denial of Claim. A claimant
whose claim is denied, in whole or in part, will have the right of an appeal to
the Plan Administrator for review of the denial. The following provisions will
apply to the right of appeal:

         (a)      The request for review must be filed with the Plan
Administrator within 60 days after written notice of denial of the claim.

         (b)      The request will be in writing signed by the claimant or his
authorized representative.

         (c)      The claimant will have the right, upon request, to review
records and documents relating to the claim and to a hearing that are in the
possession of the Plan Administrator.

         (d)      The claimant may submit issues, arguments, and other comments
in writing to the Plan Administrator, with any documentary evidence in support
of his claim.

         (e)      The decision by the Plan Administrator will be given to the
claimant in writing within 60 days after receipt by the Plan Administrator of
the claimant's request for review. If special circumstances require extension of
the 60-day period, the Plan Administrator may extend the 60-day period for up to
60 additional days by notifying the claimant, within the original 60-day period,
of the extension, the reason for it, and when a decision can be expected. If the
decision denies the claim, in whole or in part, the decision will state the
specific reasons for the denial, including specific references to the Plan
provision or provisions on which the denial is based, all stated in language
calculated to be understood by the claimant.


                                    ARTICLE X
              LIMITATIONS ON RIGHTS OF EMPLOYEES AND OTHER PERSONS

         Section 10.01. In General. The Plan is strictly a voluntary obligation
on the part of the Employer and will not be deemed to constitute a contract
between the Employer and any Employee or to be a consideration for, an
inducement to, or a condition of the employment of any Employee. Neither the
Employer, the Plan Administrator, nor the Trustee in any way guarantees against
loss or depreciation of any Trust Assets or guarantees the payment of any
benefit or amount that may become due under the Plan to any Participant, his
Beneficiaries, or to any creditor of the Trust. Except as may be otherwise
provided by ERISA, neither the Employer nor the Plan Administrator will be
liable to any person for any act or omission of the Trustee, nor will the
Trustee be liable to any person for any act or omission of the Employer or the
Plan Administrator.


                                      -36-
<PAGE>
         Section 10.02. No Increase or Impairment of Other Rights. Nothing
contained in the Plan will be deemed to give any Employee the right to be
retained in the Employer's service or will interfere with the Employer's right
to discharge or otherwise terminate any Employee's employment.

         Section 10.03. Trust Sole Source of Benefits. Except as may be
otherwise provided by ERISA, no person will be entitled to any right or claim to
benefits except to the extent that the right is specifically fixed under the
terms of the Plan and there are Trust Assets available for payment of the
benefits.

         Section 10.04. Other Limitations of Liability. Except as may be
otherwise provided by ERISA, neither the Employer, the Plan Administrator, nor
the Trustee will be under any liability or responsibility for the validity or
effectiveness of the Plan or the Trust Agreement, or for any failure of this
Plan or the Trust to qualify at any time or for any period as a tax-exempt plan
or trust under the provisions of the Code or any applicable law or for any tax
or increase in tax on a Participant or Beneficiary because of any benefits.

                                   ARTICLE XI
                PROVISIONS DESIGNED TO COMPLY WITH LIMITATIONS ON
                        CONTRIBUTIONS AND OTHER ADDITIONS

         Section 11.01. Purpose and Construction of This Article. This Article
is included in the Plan to comply with limitations imposed by Code section 415,
and all provisions of this Article will be construed and applied accordingly.

         Section 11.02. General Statement of Limitation. Notwithstanding any
other provision of the Plan, a Participant's Annual Addition will not exceed the
lesser of (a) $30,000 or (b) 25% of the Participant's Regulatory Compensation
for that Plan Year.

         Section 11.03. Adjustments to Allocation of Contributions. If a
Participant's Annual Addition would exceed the limitations of this Article to be
exceeded for a Plan Year as a result of the allocation of forfeitures, a
reasonable error in estimating a Participant's Regulatory Compensation, or under
other limited facts and circumstances that the Commissioner of Internal Revenue
finds justify the availability of the rules set forth in this Section, then the
Participant's Annual Addition will be adjusted to the extent necessary to comply
with the applicable limitation. Any adjustment to components of the Annual
Addition pursuant to the preceding sentence will be made in the following order:
Voluntary Contributions, Elective Deferrals, Matching Contributions, Profit
Sharing Contributions, and forfeitures. Any Elective Deferrals or Voluntary
Contributions adjusted pursuant to this Section, and the gains attributable to
them, will be distributed to the Participants on whose behalf they were made not
later than the last day of the Plan Year following the Plan Year for which the
limitation was exceeded. Any other excess contribution adjusted pursuant to this
Section will be reallocated as provided in the Section of the Plan relating to
the allocation of the particular type of contribution being reallocated. If the


                                      -37-
<PAGE>
reallocation required by the preceding sentence would cause the amounts
allocated to the Accounts of all Participants to exceed the limitation set out
in Section 11.02 for a Plan Year, then the excess amounts will be held
unallocated in a suspense account in the Trust and allocated in succeeding Plan
Years, in order of time, to the maximum extent permitted by Section 11.02, until
the account is exhausted. If a suspense account is in existence at any time
during a Plan Year, other than the Plan Year described in the preceding
sentence, all amounts in the suspense account must be allocated and reallocated
to Participants' Accounts (subject to the limitations of this Article) before
any contributions that would constitute Annual Additions may be made for the
Plan Year.


                                   ARTICLE XII
                        AMENDMENT AND TERMINATION OF PLAN

         Section 12.01. Amendments in General. The Company reserves the right to
modify or amend the Plan in whole or in part at any time or from time to time by
action of its Board of Directors. The Company may not, however, make any
modification or amendment that materially affects the rights, duties, or
responsibilities of the Trustee, unless the Trustee consents in writing to the
modification or amendment. Moreover, except as otherwise permitted by the Code
and ERISA, the Company may not make a modification or amendment that:

         (a)      will reduce the Accounts of any Participant;

         (b)      will eliminate an optional form of distribution with respect
to benefits accrued before the amendment;

         (c)      will make it possible for any part of the principal or income
of the Trust to be used for, or diverted to, purposes other than the exclusive
benefit of Participants, Beneficiaries, and other persons entitled to benefits
under the Plan; or

         (d)      will permit any part of the principal or income of the Trust
to revert to the Employer.

         Section 12.02. Amendments Necessary to Bring Plan into Compliance with
the Code and ERISA. Notwithstanding any other provision of the Plan, any
modification or amendment of the Plan may be made, retroactively if necessary,
that may be required (a) to cause the Trust to constitute a qualified trust
under the provisions of Code section 401, (b) to cause the Plan to contain a
qualified cash or deferred arrangement under Code subsection 401(k), or (c) to
comply in every respect with ERISA.

         Section 12.03. Amendments to Vesting Provisions. No amendment to the
vesting provisions of the Plan will deprive a Participant of his nonforfeitable
rights to benefits accrued before the date of the amendment. Further, if the
Plan's vesting provisions are amended, each Participant with at least 3 years of
Continuous Service may elect, within the period specified in the following
sentence, to have his nonforfeitable percentage computed under the Plan without


                                      -38-
<PAGE>
regard to the amendment. The period during which the election may be made will
begin with the date the amendment is adopted and will end 60 days after the
latest of the following events occurs: (1) the amendment is adopted, (2) the
amendment becomes effective, or (3) the Participant is issued written notice of
the amendment by the Employer.

         Section 12.04. Termination of Plan. The Plan is intended to be
permanent, and the Trust created in support of the Plan is intended to be
irrevocable, except in the manner and to the extent otherwise provided in this
instrument or in the Trust Agreement. The Company hopes to maintain the Plan
indefinitely and to continue contributions to the Trust under the Plan, but
neither the Company nor any Employer has any obligation or liability whatsoever
to maintain the Plan or to continue contributions to the Trust for any given
length of time. The Plan and Trust will terminate upon the occurrence of any of
the following circumstances:

         (a)      termination of the business of the Company without provision
for continuing the Plan, except that provision may be made by which the Plan
will be continued by the successor to the Company or any transferee of all or
substantially all of its assets and business, and, in the event that an election
is made to continue the Plan, the successor or purchaser will automatically
become substituted for the Company;

         (b)      legal adjudication of the Company as a bankrupt; a general
assignment by the Company to or for the benefit of its creditors; or the
voluntary or involuntary dissolution of the Company; or

         (c)      termination of the Plan by the Company upon notice delivered
to the Trustee as provided in the following Section.

         Section 12.05. Effect of Termination on Trust. Upon termination of the
Plan, no further contributions to the Trust will be made, except that the
Employer will thereupon promptly pay to the Trust the unpaid balance, if any, of
any contribution required of the Employer with respect to the last completed
Plan Year preceding the date of termination. If the Plan is terminated by fewer
than all Employers, it will continue in effect for Participants employed by the
remaining Employers.

         Section 12.06. Payment of Benefits upon Termination. Upon termination
of the Plan, the Trust will continue in existence for the purpose of
administering the Trust Assets and the payment in full of all benefits pursuant
to the provisions of Article VII. A Participant's Elective Deferral Account will
not be distributed earlier than upon one of the following events:

         (a)      The Participant's retirement, death, disability, attainment of
age 59-1/2, or separation from service.

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

         (c)      The date of the sale or other disposition by the Employer to
an unrelated corporation, which does not maintain the Plan, of substantially all
of the assets (within the meaning of Code paragraph 409(d)(2)) used by the
Employer in its trade or business. The


                                      -39-
<PAGE>
preceding sentence will apply only with respect to a Participant who continues
employment with the corporation acquiring the Employer's assets.

         Section 12.07. Post-Termination Powers of Trustees, Plan Administrator,
Company, and Employer. Notwithstanding the termination of the Plan and the
Trust, the Trustee, the Plan Administrator, the Company, and the Employer will
have and retain thereafter all requisite power and authority to take every step
and to do all acts and things necessary, requisite, or appropriate to complete
distribution of the Trust Assets as provided in this Plan, including, but not
limited to, the power of the Trustee to sell or transfer the Trust Assets in the
process of liquidation.


                                  ARTICLE XIII
                      PROVISIONS RELATING TO TOP-HEAVY PLAN

         Section 13.01. Construction of this Article. This Article will be
construed in accordance with Code section 416 and the regulations thereunder.

         Section 13.02. Top-Heavy Determination. For each Plan Year, the Plan
Administrator will determine whether the Plan is a Top- Heavy Plan.

         (a)      The Plan will be determined to be a Top-Heavy Plan if it
satisfies either Paragraph (1) or Paragraph (2).

                  (1)      Except as provided in Paragraph (3), the Plan will be
         a Top-Heavy Plan for a Plan Year if, as of the Determination Date, the
         aggregate of the Accounts of Key Employees exceeds 60% of the aggregate
         of all the Accounts of all Employees.

                  (2)      Except as provided in Paragraph (3), the Plan will be
         a Top-Heavy Plan for a Plan Year if it is included in a Required
         Aggregation Group that is a Top-Heavy Group for the Plan Year.

                  (3)      The Plan will not be a Top-Heavy Plan for a Plan Year
         if it is included in an Aggregation Group (whether a Required
         Aggregation Group or a Permissive Aggregation Group) that is not a
         Top-Heavy Group for the Plan Year.

         (b)      An Aggregation Group will be a Top-Heavy Group for the Plan
Year if (as of the respective Determination Dates that occur in the same
calendar year for each of the plans in the Aggregation Group) the sum of:

                  (1)      the present value of the cumulative accrued benefits
         for Key Employees under all defined benefit Retirement Plans included
         in the Aggregation Group, and

                  (2)      the aggregate balances of the accounts of Key
         Employees under all defined contribution Retirement Plans included in
         the Aggregation Group,


                                      -40-
<PAGE>
exceeds 60% of a similar sum determined for all Employees.

         (c)      In making the determinations required by this Section, the
rules of Section 13.03 will apply.

         Section 13.03. Special Rules Relating to Determination of Top-Heavy
Status. In making the determinations required by this Article, the following
rules will apply:

         (a)      In determining the present value of an Employee's accrued
benefits under any defined benefit Retirement Plan, the mortality table and
interest rate set out in that Retirement Plan will be used.

         (b)      For purposes of determining the present value of an Employee's
accrued benefit and accounts under this Article, distributions made with respect
to the Employee during the 5-year period ending on the Determination Date will
be taken into account. The preceding sentence will also apply to distributions
under a terminated Retirement Plan that would have been required to be included
in the Aggregation Group if the Retirement Plan had not been terminated.

         (c)      All Retirement Plans included in the Required Aggregation
Group must be aggregated to determine whether they constitute a Top-Heavy Group.

         (d)      If an individual is a Non-Key Employee with respect to any
Retirement Plan for a Plan Year, but the individual was a Key Employee with
respect to the Retirement Plan for any prior Plan Year, no accrued benefit or
account of the Employee will be taken into account in determining top-heavy
status.

         (e)      If an individual has not performed any service for the
Employer at any time during the 5-year period ending on the Determination Date,
the accrued benefits and accounts of that individual will not be taken into
account.

         (f)      For purposes of determining the present value of the accrued
benefit of an Employee other than a Key Employee, the accrued benefit will be
determined (1) under the method used for accrual purposes for all Retirement
Plans of the Employer, or (2) if there is no method described in Clause (1), as
if the benefit accrued not more rapidly than the slowest accrual rate permitted
under Code subparagraph 411(b)(1)(C).


                                      -41-
<PAGE>
                                  ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

         Section 14.01. Merger, Consolidation, or Transfer of Assets or
Liabilities. The Plan will not merge with, consolidate with, or transfer any of
its assets or liabilities to any other plan unless each Participant in the Plan
would (if the Plan then terminated) receive a benefit immediately after the
merger, consolidation, or transfer that is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated). Any assets or
liabilities merged or consolidated with, or transferred to, the Plan from
another plan on behalf of an Eligible Employee will be credited to one or more
of the Employee's Accounts in the Plan so that any options and restrictions
applicable to the merged, consolidated or transferred amounts will be preserved
as required by law.

         Section 14.02. No Duplication of Benefits. Nothing in this Plan will be
construed to permit any duplication of the benefits of a former Participant upon
his re-entry into the Plan as a Participant after retirement or other
termination of employment. Any such duplication of benefits is specifically
prohibited.

         Section 14.03. Named Fiduciaries. The Company, the Plan Administrator
and the Trustee are hereby designated as named fiduciaries with respect to the
Plan. Each named fiduciary will have only such authority as to the control and
management of the operation and administration of the Plan as is specifically
given to it by the provisions of the Plan. No named fiduciary will be subject to
the direction or control of another named fiduciary except to the extent, and in
the manner, specifically provided in the Plan or in the Trust Agreement. Each
named fiduciary will discharge its duties with respect to the Plan in accordance
with the applicable provisions of ERISA.

         Section 14.04. Bonding. Each fiduciary of the Plan and Trust and each
person who handles funds of the Plan and Trust will be bonded, except a
corporate Trustee who is exempt from the ERISA bonding requirements.

         Section 14.05. Qualified Military Service. Notwithstanding any
provision of the Plan to the contrary, contributions, benefits, and service
credit with respect to qualified military service will be provided in accordance
with Code subsection 414(u).

         Integra Bank Corporation has caused this Integra Bank Corporation
Employees' 401(k) Plan to be signed by its duly authorized representative this
11th day of January, 2001.


                                             INTEGRA BANK CORPORATION

                                             By  /s/ JAMES E. ADAMS
                                                 -------------------------------
                                                          (Signature)

                                                 James E. Adams
                                                 -------------------------------
                                                           (Printed)
                                                 CFO
                                                 -------------------------------
                                                            (Office)


ATTEST:

/s/ NANCY G. EPPERSON
----------------------------
        (Signature)

Nancy G. Epperson
----------------------------
         (Printed)

Director of Human Resources
----------------------------
          (Office)