<PAGE>   1
                                                                   EXHIBIT 10(d)


                                    UST CORP.


                              EMPLOYEE SAVINGS PLAN






                         (AMENDED AND RESTATED EFFECTIVE
                               AS OF JULY 1, 1996)














May 28, 1997


<PAGE>   2
                                    UST CORP.

                              EMPLOYEE SAVINGS PLAN


                                TABLE OF CONTENTS
<TABLE>
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                                                                                                            PAGE
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      PREAMBLE             ..............................................................................     (i)

      ARTICLE 1            DEFINITIONS...................................................................       1

      ARTICLE 2            SERVICE  .....................................................................      14
                           2.1      Service..............................................................      14
                           2.2      Year of Service......................................................      14
                           2.3      One-Year Break in Service............................................      14

      ARTICLE 3            PARTICIPATION ................................................................      16
                           3.1      Eligibility to Participate...........................................      16
                           3.2      Elections Required...................................................      17
                           3.3      Reemployed Employee..................................................      18

      ARTICLE 4            PARTICIPANT CONTRIBUTIONS.....................................................      19
                           4.1      Participant Contributions............................................      19
                           4.2      Increase or Decrease in Rate of Contributions........................      20
                           4.3      Suspension and Resumption of Contributions...........................      20
                           4.4      Rollover Contributions...............................................      21
                           4.5      Maximum Amount of Salary Deferral and Cash
                                    Option Deferral......................................................      22
                           4.6      Participant Contributions for Returning Veterans.....................      23

      ARTICLE 5            EMPLOYER CONTRIBUTIONS .......................................................      25
                           5.1      Employer Profit Sharing Contribution.................................      25
                           5.2      Employer Matching Contributions......................................      27
                           5.3      Form and Timing of Employer Contributions............................      28
                           5.4      Employer Contributions for Returning Veterans........................      28
</TABLE>
<PAGE>   3
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
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      ARTICLE 6            INVESTMENT PROVISIONS AND PARTICIPANT ACCOUNTS................................      29
                           6.1      Investment Funds.....................................................      29
                           6.2      Investment Election..................................................      30
                           6.3      Change in Investment Election........................................      30
                           6.4      Responsibility of Participant in Selecting
                                    Investment Funds.....................................................      31
                           6.5      Establishment of Participant Accounts................................      31
                           6.6      Fair Market Value of Trust Assets....................................      32
                           6.7      Allocation of Trust Assets...........................................      32
                           6.8      Correction of Error..................................................      32
                           6.9      Allocation Shall Not Vest Title......................................      33

      ARTICLE 7            BENEFITS .....................................................................      34
                           7.1      Nature of Benefits ..................................................      34
                           7.2      Medium and Method of Distribution ...................................      34
                           7.3      Timing of Distribution ..............................................      34
                           7.4      Vesting .............................................................      35
                           7.5      Forfeitures..........................................................      35
                           7.6      Permanent and Total Disability ......................................      38
                           7.7      Distribution on Death ...............................................      39
                           7.8      Distribution to Alternate Payees ....................................      40
                           7.9      Investment of Deferred Distributions ................................      41
                           7.10     Designation of Beneficiary ..........................................      41
                           7.11     Advice of Benefits ..................................................      42
                           7.12     Incapacity ..........................................................      42
                           7.13     Proof of Claim ......................................................      42
                           7.14     Direct Rollover Distributions........................................      42
                           7.15     General Distribution Requirements....................................      43

      ARTICLE 8            LOANS    .....................................................................      45
                           8.1      Loan Availability ...................................................      45
                           8.2      Loan Conditions .....................................................      46
                           8.3      Loan Fund............................................................      47
                           8.4      Loans to Parties-In-Interest ........................................      48
                           8.5      In Service Withdrawals After Age 59-1/2..............................      48
</TABLE>
<PAGE>   4
                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
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      ARTICLE 9            THE BENEFITS COMMITTEE........................................................      49
                           9.1      Establishment and Composition .......................................      49
                           9.2      Meetings ............................................................      49
                           9.3      Powers and Duties ...................................................      49
                           9.4      Instructions ........................................................      50
                           9.5      Administration ......................................................      50
                           9.6      Compensation of Benefits Committee ..................................      50
                           9.7      Prudence ............................................................      50
                           9.8      Claims Procedure ....................................................      50
                           9.9      Insurance ...........................................................      51

      ARTICLE 10           TRUSTEE  .....................................................................      52
                           10.1     Investment Responsibility ...........................................      52
                           10.2     Custody .............................................................      53
                           10.3     Distributions .......................................................      53
                           10.4     Allocation of Responsibilities Among Trustees
                                    Regarding Plan Assets ...............................................      53
                           10.5     Fiduciary Status ....................................................      53
                           10.6     Plan and Trust Expenses .............................................      53
                           10.7     Resignation .........................................................      54
                           10.8     Trustee's Miscellaneous Powers ......................................      54
                           10.9     Trustee's Accounts ..................................................      55
                           10.10    Indemnification of Trustee ..........................................      55

      ARTICLE 11           TOP HEAVY PROVISIONS .........................................................      56
                           11.1     Top Heavy Definitions ...............................................      56
                           11.2     Determination of Top Heavy Status ...................................      58
                           11.3     Procedures in the Event of Top Heavy Status .........................      59
</TABLE>
<PAGE>   5
                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
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      ARTICLE 12           MISCELLANEOUS PROVISIONS .....................................................      62
                           12.1     Spendthrift Provisions ..............................................      62
                           12.2     Bonding..............................................................      62
                           12.3     No Contractual Obligations ..........................................      63
                           12.4     Limitations on Contributions.........................................      63
                           12.5     Nondiscrimination Limitations on Participant
                                    Contributions and Employer Matching Contributions....................      67
                           12.6     Leased Employees.....................................................      75
                           12.7     Exclusive Benefit of Participants....................................      76
                           12.8     Return of Contributions..............................................      76

      ARTICLE 13           AMENDMENT AND TERMINATION ....................................................      77
                           13.1     Amendment ...........................................................      77
                           13.2     Merger, Consolidation or Transfer of Assets .........................      77
                           13.3     Termination .........................................................      77
                           13.4     Consequences of Termination .........................................      78
</TABLE>
<PAGE>   6
                                    PREAMBLE


      WHEREAS, UST Corp. (the "Sponsoring Employer") established the UST Corp.
Profit Sharing Plan & Trust (the "Plan") effective as of January 26, 1967,
amended from time to time thereafter and restated effective as of January 1,
1994 to comply with voluntary and statutory changes; and

      WHEREAS, the principal purposes of the Plan are to (a) set aside a portion
of the profits of the Sponsoring Employer and other participating Employers from
time to time for the distribution to, and the benefit of, Eligible Employees,
and (b) to facilitate systematic savings by Eligible Employees with funds for
their retirement or possible earlier needs; and, therefore, this Plan was
established as a profit sharing plan pursuant to Section 401(a) of the Internal
Revenue Code with a cash or deferred arrangement pursuant to Internal Revenue
Code Section 401(k); and

      WHEREAS, the Sponsoring Employer also established this Plan for the
exclusive benefit of its, and for the participating Employers', Eligible
Employees and their Beneficiaries and, except as permitted by law, neither the
principal nor the income of the Plan are to be paid to or reinvested in the
Sponsoring Employer or any other Employer or be used for any purpose other than
the exclusive benefit of their Eligible Employees and their Beneficiaries by
providing benefits as set forth herein, and by defraying reasonable expenses of
administering the Plan; and

      WHEREAS, the Sponsoring Employer desires to amend certain provisions of
the Plan and incorporate prior amendments; and

      NOW, THEREFORE, in consideration of the foregoing, the Plan is hereby
amended and restated as hereinafter set forth, effective July 1, 1996 unless
specifically stated otherwise. It is the intention of the Sponsoring Employer
that the Plan as herein amended and restated shall continue to be recognized as
a qualified profit sharing plan and trust under Sections 401(a) and 501(a) of
the Internal Revenue Code. It is further intended that the amended cash or
deferral arrangement forming part of the Plan shall continue to qualify under
Section 401(k) of the Internal Revenue Code. The provisions of the Plan as set
forth in this document shall apply only to an Eligible Employee who terminates
employment with the Sponsoring Employer or a participating Employer on or after
the effective date of a provision as set forth herein. The rights and benefits,
if any, of an Employee who terminated employment prior to the effective date of
a provision as set forth herein shall be determined in accordance with the
provisions of the Plan as in effect on the date his employment terminated.








                                                                             (i)

<PAGE>   7
                                    ARTICLE 1

                                   DEFINITIONS


1.1     "AFFILIATED EMPLOYER" means any of the following:

        (a)   Any corporation which is a member of a controlled group of
              corporations which includes an Employer, determined under the
              provisions of Section 414(b) of the Code;

        (b)   Any trade or business (whether or not incorporated) which is under
              common control (as defined in Section 414(c) of the Code) with an
              Employer;

        (c)   Any organization (whether or not incorporated) which is a member
              of an affiliated service group (as defined in Section 414(m) of
              the Code) which includes an Employer; and

        (d)   Any other entity required to be aggregated with an Employer
              pursuant to regulations under Section 414(o) of the Code.

        A corporation, trade or business, or member of an affiliated service
        group shall be treated as an Affiliated Employer only while it is a
        member of the controlled group.

1.2     "ADVANCE CONTRIBUTION ACCOUNT" means the account which may be
        established under the Plan in accordance with Section 5.1(g).

1.3     "ALTERNATE PAYEE" means any Spouse, child, or other dependent of a
        Participant recognized by a Qualified Domestic Relations Order as having
        a right to receive all, or a portion of, the Participant's
        nonforfeitable benefits under the Plan.

1.4     "BEFORE-TAX CONTRIBUTION" means a contribution to the Trust Fund which
        is made on behalf of a Participant pursuant to a Salary Deferral
        Agreement and which is not included in the Participant's gross income
        for Federal income tax purposes for the year in which such contribution
        was made.

1.5     "BENEFICIARY" means any one or more members of the Participant's family
        or any other person or persons, executor, or administrator, or any
        trust, foundation, or other entity 

                                                                             (1)
<PAGE>   8
        designated by a Participant or by the terms of the Plan as provided in
        Section 7.10, who is or who may become entitled to receive benefits from
        the Plan. Any person who is an Alternate Payee shall be considered a
        Beneficiary for purposes of the Plan.

1.6     "BENEFIT COMMENCEMENT DATE" means the first Valuation Date following the
        date on which all events have occurred which entitles the Participant,
        or Beneficiary, to a Plan distribution in accordance with the applicable
        provisions of the Plan.

1.7     "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of UST
        Corp.

1.8     "CASH OPTION" means a Participant's annual option to receive the Cash
        Option Share of the Employer Profit Sharing Contribution for a Plan Year
        as an immediate cash payment, instead of deferring payment thereof, as
        further described in Section 5.1(b).

1.9     "CASH OPTION DEFERRAL" means such amount of the Cash Option Share of the
        Employer Profit Sharing Contribution in any Plan Year for which a
        Participant has not elected to receive as an immediate cash payment.

1.10    "CHANGE DATE" means the last day of each March, June, September, and
        December.

1.11    "CODE" or "INTERNAL REVENUE CODE" means the Internal Revenue Code of
        1986, as amended from time to time. Reference to a specific provision of
        the Code shall include such provision, any valid regulation or ruling
        promulgated thereunder, and any comparable provision of future law that
        amends, supplements, or supersedes such provision.

1.12    "COMMITTEE" or "BENEFITS COMMITTEE" means the committee appointed by the
        Board as set forth in Article 9.

1.13    "COMPENSATION" means, in the case of each Employee, all earned income
        paid for services rendered by an Employee for an Employer as reported on
        Federal Income Tax Form W-2, but excluding bonuses, incentive payments,
        overtime pay, director's fees, retainers and travel allowances and any
        income imputed as a result of group life insurance, any Employer
        Contribution under this Plan or any other qualified plan of an Employer,
        moving expenses, tuition reimbursement, and any other forms of
        extraordinary earnings or the value thereof.

        In the event an Employee has entered into a salary deferral agreement
        under Section 401(k) of the Code or a salary reduction agreement
        pursuant to a cafeteria plan established under 

                                                                             (2)
<PAGE>   9
        Section 125 of the Code, Compensation shall be determined as if such
        agreements did not exist.

        In no event shall a Participant's Compensation taken into account under
        the Plan for any Plan Year commencing on or after January 1, 1989 exceed
        $200,000 ($150,000 for Plan Years beginning on and after January 1,
        1994) or such other amount as the Secretary of the Treasury may
        determine for such Plan Year under Section 401(a)(17) of the Code. In
        determining the Compensation of a Participant for purposes of this
        limitation, the rules of Section 414(q)(6) of the Code shall apply,
        except that in applying such rules, the term family shall include only
        the Spouse of the Participant and any lineal descendants of the
        Participant who have not attained age 19 before the close of such year.

1.14    "COMPENSATION DEFERRAL LIMIT" for any Plan Year means the maximum
        percentage (determined in accordance with the provisions of Section
        12.5) of an Employee's Compensation which may be contributed to the Plan
        pursuant to a Salary Deferral Agreement and Cash Option Deferral. The
        Benefits Committee shall establish the Compensation Deferral Limit for
        each Plan Year for the purpose of meeting the nondiscrimination tests of
        Sections 401(k) and 401(m) of the Code, and shall apply the limit to
        such Employees as is necessary to assure compliance with such tests.

1.15    "CONTRIBUTION PERCENTAGE LIMIT" means the maximum percentage (determined
        in accordance with the provisions of Section 12.5) of an Employee's
        Compensation which may be contributed to the Plan as Employer Matching
        Contributions under Section 401(m) of the Code. The Benefits Committee
        shall establish the Contribution Percentage Limit for each Plan Year for
        the purpose of meeting the nondiscrimination tests of Section 401(m) of
        the Code, and shall apply the limit to such Employees as is necessary to
        assure compliance with such tests.

1.16    "DETERMINATION YEAR" means the Plan Year that is being tested for
        purposes of determining if an Employee is a Highly Compensated Employee.

1.17    "DISABILITY" means Permanent and Total Disability, as further described
        in Section 7.6.

1.18    "DISABILITY RETIREMENT DATE" means the date on which a Participant's
        employment terminates due to Disability.

                                                                             (3)
<PAGE>   10
1.19    "EFFECTIVE DATE" means July 1, 1996 for this amended and restated Plan.
        The original Effective Date of the Plan was January 26, 1967.

1.20    "ELIGIBLE EMPLOYEE" means any person who is an Employee of an Employer,
        excluding, however:

        (a)   Any Employee who is a member of a unit of employees covered by a
              collective bargaining agreement to which an Employer is a party
              and which does not specifically provide for the coverage of such
              employees under the Plan;

        (b)   Any Employee who is a nonresident alien receiving no earned income
              from sources within the United States; or

        (c)   Any Employee who is a leased employee (within the meaning of
              Section 414(n)(2) of the Code).

1.21    "EMPLOYEE" means any person currently employed by the Employer or an
        Affiliated Employer. The term "Employee" also includes any leased
        employees of the Employer or an Affiliated Employer within the meaning
        of Section 414(n) or Section 414(o) of the Code to the extent such
        employees are deemed to be "Employees" in accordance with the provisions
        of Section 12.6.

1.22    "EMPLOYER" means any of the following corporations:

        (a)   UST Corp.;
        (b)   United States Trust Company;
        (c)   USTrust/Norfolk;
        (d)   USTrust;
        (e)   UST Data Services Corp.;
        (f)   UST Bank/Connecticut;
        (g)   UST Capital Corp.;
        (h)   UST Leasing Corporation;
        (i)   UST Merchant Bancorp, Inc.;
        (j)   Property Research Group, Inc.;  and
        (k)   each parent, subsidiary, affiliate, successor or other corporation
              which has, by invitation by the Board and by action of its own
              board, elected to join the Plan.

                                                                             (4)
<PAGE>   11
        The term "EMPLOYER" as herein defined shall mean UST Corp., individually
        or in combination with any or all such affiliates as the context may
        require.

1.23    "EMPLOYER CONTRIBUTIONS" means the total contribution made by the
        Employer on behalf of a Participant for a Plan Year, comprising the
        following contributions:

        (a)   "EMPLOYER PROFIT SHARING CONTRIBUTION" - The portion of Employer
              Contributions consisting of profit sharing contributions made in
              accordance with Section 5.1.

        (b)   "EMPLOYER MATCHING CONTRIBUTION" - The portion of Employer
              Contributions consisting of matching contributions made in
              accordance with Section 5.2.

1.24    "EMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee is
        first credited with an Hour of Service for an Employer or Affiliated
        Employer, excluding, however, hours of service credited for an
        Affiliated Employer prior to the date such Employer became an Affiliated
        Employer, unless such hours are recognized by the Board.

1.25    "ENTRY DATE" means the first January 1, or July 1 of a Plan Year as
        determined under Section 3.1(b) or such other dates designated by the
        Benefits Committee.

1.26    "ERISA" means the Employee Retirement Income Security Act of 1974, as
        amended from time to time. Reference to a specific provision of ERISA
        shall include such provision, any valid regulation or ruling promulgated
        thereunder, and any comparable provision of future law that amends,
        supplements, or supersedes such provision.

1.27    "FORFEITURE ACCOUNT" means the Participant's Regular Profit Sharing
        Account maintained separately on the books of the Plan by the Trustee
        for each terminated Participant with a forfeitable balance.

1.28    "HIGHLY COMPENSATED EMPLOYEE" means, with respect to a Plan Year, any
        Employee who performs services for an Employer or Affiliated Employer
        during the Determination Year and who, during the Look-Back Year:

        (a)   Was a 5% owner (within the meaning of Section 416(i)(l)(B)(i) of
              the Code) at any time during such year;

                                                                             (5)
<PAGE>   12
        (b)   Received compensation from an Employer or Affiliated Employer in
              excess of $75,000 (as adjusted pursuant to Section 415(d) of the
              Code);

        (c)   Received compensation from an Employer or Affiliated Employer in
              excess of $50,000 (as adjusted pursuant to Section 415(d) of the
              Code) and was among the top 20% of Employees when ranked on the
              basis of compensation paid during the Look-Back Year, excluding
              however, Employees who:

                 (i)   are under age 21;

                (ii)   ordinarily work less than six months per year;

               (iii)   ordinarily work less than 17-1/2 hours per week;

                (iv)   are included in a unit of Employees covered by a
                       collective bargaining agreement if 90% or more of the
                       Employer's Employees are covered by collective bargaining
                       agreements and the Plan covers only those Employees who
                       are not covered by such agreements; or

        (d)   Was an officer of an Employer or Affiliated Employer and received
              compensation during the Look-Back Year of more than 50% of the
              dollar limitation in effect under Section 415(b)(1)(A) of the
              Code. No more than 50 Employees (or, if lesser, the greater of 3
              Employees or 10% of the Employees) shall be treated as officers.
              If no officer has satisfied this requirement during the Look-Back
              Year, the highest paid officer for that year shall be treated as a
              Highly Compensated Employee.

        Any Employee who during the Determination Year is either a 5% owner at
        any time during such year, or who (i) satisfies the requirements in
        paragraphs (b), (c), or (d) above, or if no officer satisfies the
        requirements of paragraph (d) for that year, the highest paid officer
        for that year, and (ii) is among the top 100 Employees ranked by
        compensation for the Determination Year shall be treated as a Highly
        Compensated Employee.

        The term Highly Compensated Employee shall also include any former
        Highly Compensated Employee who terminated employment with an Employer
        or Affiliated Employer prior to the Determination Year, performs no
        services for an Employer or Affiliated Employer during the Determination
        Year, and was a Highly Compensated Employee in either his year of

                                                                             (6)
<PAGE>   13
        termination of employment or in any Determination Year ending on or
        after his attainment of age 55.

        If an Employee is, during a Determination Year or Look-Back Year, a
        member of the "family" (within the meaning of Section 414(q)(6)(B) of
        the Code) of a 5% owner or of one of the ten most Highly Compensated
        Employees when ranked on the basis of compensation paid during such
        year, then such individual shall not be treated as a separate Employee
        and any compensation received by such individual and any contribution or
        benefit of such individual shall be aggregated with the compensation and
        contribution or benefit of the 5% owner or Highly Compensated Employee.

        For purposes of determining an Employee's compensation under this
        Section, "COMPENSATION" shall mean the Employee's total compensation
        reportable on Form W-2, plus amounts not otherwise recognized as
        compensation because of Sections 125, 402(a)(8) and 402(h)(1)(B) of the
        Code.

1.29    "HOUR OF SERVICE" means those hours set forth below:

        (a)   Employees will receive credit for an Hour of Service for each hour
              they are paid, or entitled to payment, for the performance of
              duties for an Employer or Affiliated Employer during the Plan
              Year.

        (b)   Except to the extent limited by paragraph (e) below, Employees
              will receive credit for an Hour of Service for each hour for which
              they are directly or indirectly paid, or entitled to payment, on
              account of a period of time during which no duties are performed
              for an Employer or Affiliated Employer (irrespective of whether
              their employment relationship has terminated) due to and in
              accordance with procedures regarding vacation, holiday, illness,
              incapacity (including Disability) layoff, jury duty, military
              duty, or Leave of Absence. (No credit towards Hours of Service
              shall be given on account of severance.)

                                                                             (7)
<PAGE>   14
        (c)   An Employee who is on a Maternity/Paternity Leave of Absence shall
              be credited with Hours of Service during the Maternity/Paternity
              Leave of Absence up to the number of Hours of Service which would
              have been credited to such Employee but for such absence, or if
              the Benefits Committee is unable to determine such number of Hours
              of Service, eight Hours of Service per day of such absence up to a
              maximum of 501 Hours of Service. Hours of Service under this
              paragraph (c) shall be credited in the manner specified in Section
              2.3 hereof.

        (d)   Employees will also receive credit for an Hour of Service for each
              hour for which back pay, irrespective of mitigation of damages, is
              either awarded or agreed to by an Employer or Affiliated Employer,
              but the same Hours of Service will not be credited both under
              paragraph (a) or paragraph (b), as the case may be, and under this
              paragraph (d). Hours credited under this paragraph (d) shall be
              credited to the Plan Year in which the award or agreement
              pertains, rather than to the Plan Year in which the award,
              agreement or payment is made.

        (e)   Notwithstanding the provisions of paragraph (b) above,

                 (i)   No more than 501 Hours of Service will be credited to an
                       Employee under paragraph (b) on account of any single
                       continuous period during which the Employee performs no
                       duties; except that if the Employee meets (A) the
                       "Disability" requirements hereunder, or (B) is absent due
                       to service in the Armed Forces of the United States and
                       returns with reemployment rights under applicable Federal
                       law(s), such Employee shall continue to earn Hours of
                       Service for eligibility and vesting purposes based on the
                       number of hours he worked on an annual basis prior to his
                       Disability or military service, whichever is applicable.

                (ii)   No Hours of Service will be credited to an Employee for a
                       period during which no duties are performed if payment to
                       the Employee was made or due under a plan maintained
                       solely for the purpose of complying with workers'
                       compensation, unemployment compensation or disability
                       insurance laws.

               (iii)   No Hours of Service will be credited for a payment which
                       solely reimburses an Employee for medical or medically
                       related expenses incurred by the Employee or his
                       dependents.

                                                                             (8)
<PAGE>   15
              The determination of Hours of Service shall be in accordance with
              the rules set forth in the United States Department of Labor's
              Rules and Regulations for Minimum Standards for Employee Pension
              Benefit Plans, Section 2530.200b-2(b) and (c) which are
              incorporated herein by this reference.

1.30    "INVESTMENT MANAGER" means any person, firm, or corporation who:

        (a)   is a registered investment adviser under the Investment Advisers
              Act of 1940, a bank, or an insurance company;

        (b)   has the power to manage, acquire, or dispose of Plan assets; and

        (c)   acknowledges in writing a fiduciary responsibility to the Plan.

1.31 "LEAVE OF ABSENCE" means a period during which an Employee is:

        (a)   temporarily absent due to sickness or disability, an authorized
              vacation, or jury duty;

        (b)   on approved extended leave of absence for any reason as granted in
              a non-discriminatory manner in writing by an Employer; provided
              that the Employee returns to work promptly upon the expiration
              thereof;

        (c)   temporarily laid off, provided however, that no additional Hours
              of Service shall be credited to the Employee or Participant, after
              12 consecutive calendar months of layoff;

        (d)   absent due to service in the Armed Forces of the United States,
              provided, however, that the Employee shall have returned to
              employment with the Employer within 90 days after the termination
              of such service or within such longer period as his employment
              rights are protected by law;

        (e)   absent due to a Maternity/Paternity Leave of Absence.

              For purposes of the Plan a "MATERNITY/PATERNITY LEAVE OF ABSENCE",
              means an absence for any period by reason of the Employee's
              pregnancy, birth of the Employee's child, placement of a child
              with the Employee in connection with the adoption of such child,
              or any absence for the purpose of caring for such child for a
              period immediately following such birth or placement.

                                                                             (9)
<PAGE>   16
1.32    "LOAN" means the amount provided as a Loan under the Plan to
        Participants, pursuant to Article 8.

1.33    Reserved.

1.34    "LOOK-BACK YEAR" means the period of twelve consecutive months
        immediately preceding the Determination Year. In determining the
        identity of a Highly Compensated Employee, however, the Committee may
        elect that the Look-Back Year shall be the calendar year ending with or
        within the Determination Year.

1.35    "NONHIGHLY COMPENSATED EMPLOYEE" means an Employee who is not a Highly
        Compensated Employee.

1.36    "NORMAL RETIREMENT DATE" means a Participant's 65th birthday.

1.37    "PARTICIPANT" means an Employee participating in the Plan in accordance
        with Article 3.

1.38    "PLAN" means the UST Corp. Employee Savings Plan (formerly the "UST
        Corp. Profit Sharing Plan") as herein set forth, or as hereafter may be
        amended from time to time. The Plan is also a declaration of trust by
        the Trustee.

1.39    "PLAN ADMINISTRATOR" means the Benefits Committee which shall be
        responsible for disclosure and reporting as required under applicable
        law. Compliance with the disclosure and reporting requirements of ERISA
        shall be sufficient to discharge any duty to account which would
        otherwise exist regarding the Plan.

1.40    "PLAN YEAR" means the twelve month period commencing on January 1st and
        ending on December 31st of each calendar year.

1.41    "QUALIFIED DOMESTIC RELATIONS ORDER" means a domestic relations order
        which meets the requirements of Section 414(p) of the Code, as
        determined by the Benefits Committee.

1.42    "QUALIFIED MILITARY SERVICE" means any service in the Armed Forces (or
        other uniformed service as provided by USERRA).

                                                                            (10)
<PAGE>   17
1.43    "ROLLOVER CONTRIBUTION ACCOUNT" means a rollover of a distribution from
        a qualified plan or conduit individual retirement account to this Plan,
        provided the distribution is:

        (a)   either received from a qualified plan prior to January 1, 1993 as
              a "qualified total distribution" (within the meaning of Section
              402(a)(5)(E) of the Code prior to amendment by the Unemployment
              Compensation Amendments of 1992), or is received from a qualified
              plan on or after January 1, 1993 as an "eligible rollover
              distribution" (within the meaning of Section 402(c)(4) of the
              Code);

        (b)   eligible for a tax-free rollover to a qualified plan; and

        (c)   either rolled over within 60 days following the date the Eligible
              Employee received the distribution, or paid to the Plan as a
              "direct rollover" (within the meaning of Section 401(a)(31) of the
              Code).

        A Rollover Contribution may not include amounts attributable to
        voluntary deductible employee contributions.

1.44    "SALARY DEFERRAL AGREEMENT" means an agreement provided by the Benefits
        Committee in which an Eligible Employee agrees, on or after January 1,
        1994, to reduce his Compensation paid after the execution of such
        agreement and to have the amount of such reduction contributed by the
        Employer to the Trust Fund on behalf of the Eligible Employee pursuant
        to Section 401(k) of the Code. An Eligible Employee may execute a new
        Salary Deferral Agreement from time to time pursuant to Article 4.

1.45    "SPONSORING EMPLOYER" means UST Corp. or its successor or successors.

1.46    "SPOUSE" means the person, if any, to whom the Participant is lawfully
        married at the date of his death, or at his Benefit Commencement Date,
        whichever is earlier, provided, however, that a former spouse will be
        treated as the Participant's Spouse to the extent provided under a
        Qualified Domestic Relations Order.

1.47    "TOTAL ACCOUNT" - means the total amounts held under the Plan for a
        Participant, consisting of the following accounts:

        (a)   "BASIC BEFORE-TAX CONTRIBUTION ACCOUNT" - The portion of the
              Participant's Total Account consisting of Basic Before-Tax
              Contributions made in accordance with Section 

                                                                            (11)
<PAGE>   18
              4.1(a), plus (or minus) any investment earnings (or losses) on
              such contributions, less any distributions from such Account.

        (b)   "SUPPLEMENTAL BEFORE-TAX CONTRIBUTION ACCOUNT" - The portion of
              the Participant's Total Account consisting of Supplemental
              Before-Tax Contributions made in accordance with Section 4.1(b),
              plus (or minus) any investment earnings (or losses) on such
              contributions, less any distributions from such Account.

        (c)   "CASH OPTION DEFERRED ACCOUNT" - The portion of the Participant's
              Total Account consisting of Cash Option Deferrals made in
              accordance with Section 5.1, plus (or minus) any investment
              earnings (or losses) on such contributions, less any distributions
              from such Account.

        (d)   "EMPLOYER MATCHING CONTRIBUTION ACCOUNT" - The portion of the
              Participant's Total Account consisting of Employer Matching
              Contributions made in accordance with Section 5.2, plus (or minus)
              any investment earnings (or losses) on such contributions, less
              any distributions from such Account.

        (e)   "REGULAR PROFIT SHARING ACCOUNT" - The portion of the
              Participant's Total Account consisting of the Regular Profit
              Sharing Contribution of the Employer made in accordance with
              Section 5.1, plus (or minus) any investment earnings (or losses)
              on such contributions, less any distributions from such Account.

        (f)   "ROLLOVER ACCOUNT" - The portion of the Participant's Total
              Account consisting of any Rollover Contributions made on behalf of
              the Participant in accordance with Section 4.4, plus (or minus)
              any investment earnings (or losses) on such contributions, less
              any distributions from such Account.

1.48    "TRUST FUND" means the assets of the Trust Fund held by the Trustee
        hereunder.

1.49    "TRUSTEE" means United States Trust Company, a banking corporation
        organized under the laws of the Commonwealth of Massachusetts, in its
        capacity as Trustee hereunder and any corporation or one or more
        individuals who may from time to time be appointed as successor Trustee
        or Trustees. A person so appointed shall become Trustee upon delivery to
        the Benefits Committee of his or its acceptance. The duties,
        responsibilities and other pertinent information concerning the Trustee
        are set forth in Article 10.

                                                                            (12)
<PAGE>   19
1.50    "USERRA" means the Uniformed Services Employment and Reemployment Rights
        Act of 1994.

1.51    "VALUATION" means the valuation of the assets of the Trust Fund and
        adjustment of Participants' Accounts.

1.52    "VALUATION DATE" means the last day of each June and December prior to
        January 1, 1994 and the last day of each March, June, September and
        December thereafter and such other dates as the Trustee and/or the
        Benefits Committee deem appropriate.

1.53    "YEAR OF SERVICE" means such year as specified in Article 2.

1.54    The masculine gender wherever appearing in the Plan shall be deemed to
        include the feminine gender and the singular to include the plural,
        unless the context clearly indicates the contrary.

                                                                            (13)
<PAGE>   20
                                    ARTICLE 2

                                     SERVICE

2.1     SERVICE

        "SERVICE" means active employment with the Employer as an Employee. For
        purposes of determining Service, employment with any Affiliated Employer
        as specified in Section 1.1 of this Plan and certain periods of absence
        due to Disability or military leave as specified in Section 1.31(d) of
        this Plan, shall be treated as employment with the Employer for vesting
        purposes, but not for purposes of allocations hereunder, unless
        otherwise provided herein. Service with a predecessor organization of
        the Employer also shall be treated as Service with the Employer if the
        Employer maintains the Plan of such predecessor organization. In
        addition, the Board may recognize employment with an Affiliated Employer
        for vesting purposes prior to the date such entity became affiliated
        with the Employer.

2.2     YEAR OF SERVICE

        The term "YEAR OF SERVICE" means a Plan Year during which an Employee
        has completed at least 1,000 Hours of Service.

2.3     ONE-YEAR BREAK IN SERVICE

        The term "ONE-YEAR BREAK IN SERVICE" means any Plan Year during which an
        Employee fails to complete more than 500 Hours of Service.

        Notwithstanding the foregoing, for purposes of determining whether a
        One-Year Break in Service has occurred, Hours of Service shall be
        credited for periods during which the Employee is on a
        Maternity/Paternity Leave of Absence, as follows. Hours of Service shall
        be credited for the Plan Year in which the absence from work begins,
        only if credit in such year is necessary to prevent the Employee from
        incurring a One-Year Break in Service, or, in any other case, in the
        immediately following Plan Year. The Hours of Service credited for a
        Maternity/Paternity Leave of Absence shall be those which would normally
        have been credited but for such absence, or, in any case in which the
        Benefits Committee is unable to determine such hours normally credited,
        eight Hours of Service per day. The total Hours of Service credited for
        a Maternity/Paternity Leave of Absence shall not exceed 501.

                                                                            (14)
<PAGE>   21
        A Break in Service shall not occur with respect to an Employee who is
        absent from work on account of Qualified Military Service, provided such
        Employee is reemployed by the Employer within the period during which
        his or her reemployment rights are protected by USERRA.

                                                                            (15)
<PAGE>   22
                                    ARTICLE 3

                                  PARTICIPATION

3.1     ELIGIBILITY TO PARTICIPATE

        (a)    Current Participants
               Each Eligible Employee of the Employer who was participating in
               the Plan on September 30, 1995 shall continue to participate
               hereunder, and shall be eligible to have a Before-Tax
               Contribution made on his behalf pursuant to Section 4.1 and
               receive an Employer Matching Contribution pursuant to Section 5.2
               provided he has made the required elections pursuant to Section
               3.2.

        (b)    Participation on October 1, 1995

               Notwithstanding the above, each Eligible Employee on September
               30, 1995 who is scheduled to work at least 1,000 hours per year
               shall be eligible to have Before-Tax Contributions made on his
               behalf pursuant to Section 4.1 and receive Employer Matching
               Contributions pursuant to Section 5.2, provided he has made the
               required elections pursuant to Section 3.2.

        (c)    Participation on or after January 1, 1996 and prior to January 1,
               1997

               (i)    Each Employee of the Employer shall automatically become a
                      Participant in the Plan on the date he becomes an Eligible
                      Employee.

               (ii)   Effective January 1, 1996, each Participant shall, on the
                      first Entry Date coincident with or next following the
                      earliest date on which he has completed (A) 500 or more
                      hours in the first six months of employment, (B) 1,000 or
                      more hours on the first anniversary of employment, or (C)
                      1,000 or more hours in any subsequent calendar year, be
                      eligible to have Before-Tax Contributions made on his
                      behalf pursuant to Section 4.1 and receive an Employer
                      Matching Contribution pursuant to Section 5.2 provided he
                      has made the required elections pursuant to Section 3.2.
                      For purposes of this subparagraph, "six months of
                      employment" shall mean that the Participant is employed on
                      the date which is six months after the date the
                      Participant is first credited with an Hour of Service.

        (d)    Participation on January 1, 1997

                                                                            (16)
<PAGE>   23
               Notwithstanding the above, each Eligible Employee on November 15,
               1996 who is scheduled to work at least 20 hours per week shall be
               eligible on January 1, 1997 to have Before-Tax Contributions made
               on his behalf pursuant to Section 4.1 and receive Employer
               Matching Contributions pursuant to Section 5.2, provided he has
               made the required elections pursuant to Section 3.2.

        (e)    Participation after January 1, 1997

               Each Participant shall, on the first Entry Date coincident with
               or next following the earliest date on which he has completed (i)
               500 or more hours in the first six months of employment, (ii)
               1,000 or more hours on the first anniversary of employment, or
               (iii) 1,000 or more hours in any subsequent calendar year, be
               eligible to have Before-Tax Contributions made on his behalf
               pursuant to Section 4.1 and receive an Employer Matching
               Contribution pursuant to Section 5.2 provided he has made the
               required elections pursuant to Section 3.2. For purposes of this
               subparagraph, "six months of employment" shall mean that the
               Participant is employed on the date which is six months after the
               date the Participant is first credited with an Hour of Service.

3.2     ELECTIONS REQUIRED

        Each Eligible Employee must, upon satisfying the eligibility
        requirements of Section 3.1(b)(ii), make elections in the manner
        provided under the Plan and execute such forms as required by the
        Benefits Committee. Any elections made pursuant to Section 4.1 shall
        become effective beginning with the first paycheck received by the
        Eligible Employee on or after the Entry Date which is 15 or more days
        after the date the Eligible Employee files his executed forms with the
        Benefits Committee. A Participant's elections made pursuant to Section
        4.1 shall remain in effect (subject to the contribution limitations
        under Sections 4.5, 12.4, and 12.5) while the Participant is an Eligible
        Employee or until such time as he files a new election on the
        appropriate form with the Benefits Committee.

        An Eligible Employee who becomes a Participant shall be entitled to
        share in the Regular Profit Sharing Contribution allocations provided
        under Article 5 for a Plan Year, regardless of any elections required
        under this Section or any elections made by the Eligible Employee
        pursuant to Section 4.1.

3.3     REEMPLOYED EMPLOYEE

                                                                            (17)
<PAGE>   24
        In the case of an individual who ceases to be an Employee and is
        subsequently rehired as an Employee, he shall resume participation in
        the Plan on the date he becomes an Eligible Employee. Such Eligible
        Employee may resume making contributions or having contributions made on
        his behalf under the Plan as of the Entry Date following his date of
        reemployment provided he has satisfied the eligibility requirement under
        Section 3.1(b) and he has made the required elections pursuant to
        Section 3.2

                                                                            (18)
<PAGE>   25
                                    ARTICLE 4

                            PARTICIPANT CONTRIBUTIONS

4.1     PARTICIPANT CONTRIBUTIONS

        Effective January 1, 1994, each Eligible Employee may, after satisfying
        the eligibility requirements of Section 3.1(b)(ii), elect to have a
        contribution made on his behalf to the Trust Fund at the rate of 1% to
        10% (12% effective January 1, 1997) of Compensation. The rate of
        contribution will be in increments of 1%. Such election shall be in the
        form of a Salary Deferral Agreement and shall be subject to the
        Compensation Deferral Limit, if any, applicable to such Participant as
        established by the Committee from time to time for purposes of meeting
        the nondiscrimination tests of Section 401(k) of the Code. Contributions
        made in accordance with this Section 4.1, shall also be subject to the
        maximum limits in effect under Sections 4.5 and 12.4.

        A Participant's contributions may consist of Basic Before-Tax
        Contributions and Supplemental Before-Tax Contributions as described
        below:

        (a)    BASIC BEFORE-TAX CONTRIBUTIONS - The first 5% (6% effective
               January 1, 1997) of Compensation for a payroll period which is
               contributed on the Participant's behalf under a Salary Deferral
               Agreement shall be known as the Participant's Basic Before-Tax
               Contributions and shall be contributed to the Participant's Basic
               Before-Tax Contribution Account.

        (b)    SUPPLEMENTAL BEFORE-TAX CONTRIBUTIONS - Contributions made on the
               Participant's behalf under a Salary Deferral Agreement in excess
               of 5% (6% effective January 1, 1997) of Compensation for a
               payroll period shall be known as the Participant's Supplemental
               Before-Tax Contributions and shall be contributed to the
               Participant's Supplemental Before-Tax Contribution Account.

        Contributions made pursuant to this Section 4.1 shall be made by the
        Employer directly to the Trustee no less frequently than once per
        calendar month.

                                                                            (19)
<PAGE>   26
4.2     INCREASE OR DECREASE IN RATE OF CONTRIBUTIONS

        A Participant may elect to change the rate of his Before-Tax
        Contributions, effective as of any Change Date, provided that at least
        15 days in advance of such Change Date the Participant files with the
        Benefits Committee a new Salary Deferral Agreement. In addition, a
        Participant may, within one week of a change in his base rate of
        compensation, elect to change the rate of his Before-Tax Contributions
        to be effective as soon as practicable following the Participant's
        election. A Participant's change in his rate of Before-Tax Contributions
        shall be subject to the contribution limitations in effect under
        Sections 4.5, 12.4, and 12.5 at the time the change is made.

4.3     SUSPENSION AND RESUMPTION OF CONTRIBUTIONS

        A Participant may elect to suspend his Before-Tax Contributions
        effective as of the first day of any succeeding payroll period, provided
        that at least 7 days in advance of such date the Participant files with
        the Benefits Committee a new Salary Deferral Agreement. Before-Tax
        Contributions may be resumed as of any January 1 or July 1 which
        coincides with or next follows a six month period of suspension,
        provided that at least 15 days in advance of such date the Participant
        files with the Benefits Committee a new Salary Deferral Agreement.

        A Participant may not make up suspended Before-Tax Contributions.

        During a period of suspension, the Participant's Total Account will
        continue to share in the investment experience of the Trust Fund, and
        the Participant will remain entitled to those benefits and rights under
        the Plan not conditioned on Before-Tax Contributions, including the
        right to receive an allocation of Regular Profit Sharing Contributions,
        if any, and the right to make an in-service withdrawal or receive a Plan
        Loan.

        A Participant's election to resume making Before-Tax Contributions shall
        remain in effect while the Participant is an Eligible Employee or until
        such time as he files a new election on the appropriate form with the
        Benefits Committee. Any election to resume making Before-Tax
        Contributions shall be subject to the contribution limitations in effect
        under Sections 4.5, 12.4, and 12.5.

                                                                            (20)
<PAGE>   27
4.4     ROLLOVER CONTRIBUTIONS

        (a)    ROLLOVERS - An Eligible Employee may file a written request with
               the Benefits Committee to accept his Rollover Contribution. Any
               such request shall state the amount of the Rollover Contribution
               and include a statement that such contribution constitutes a
               Rollover Contribution.

               The Benefits Committee shall determine, in accordance with a
               uniform and nondiscriminatory policy, whether or not such
               contribution shall be accepted, and may require the Eligible
               Employee to submit such other evidence and documentation as the
               Benefits Committee determines necessary to ensure that the
               contribution qualifies as a Rollover Contribution.

               All Rollover Contributions must be made in cash.

               The amount paid to the Trust Fund in the form of a Rollover
               Contribution and any subsequent investment experience on such
               amount shall be credited to the Participant's Rollover Account.

        (b)    An Eligible Employee shall have at all times a nonforfeitable
               interest in 100% of his Rollover Contribution, and any investment
               experience on such amount.

        (c)    At the time the Rollover Contribution is made to the Trust Fund,
               the Eligible Employee must elect to have it invested in
               accordance with the terms of Section 6.2.

        (d)    An Eligible Employee who makes a Rollover Contribution to the
               Trust Fund shall be deemed to be a Participant with respect to
               such amount for all purposes of the Plan, except for purposes of
               Sections 2.1 through 2.5, Sections 4.1 through 4.3, Sections 5.1
               and 5.2, and Section 12.5.

        (e)    In no event shall any Rollover Contribution be subject to
               Employer Matching Contributions.

                                                                            (21)
<PAGE>   28
4.5     MAXIMUM AMOUNT OF SALARY DEFERRAL AND CASH OPTION DEFERRAL

        (a)    On or after January 1, 1987, contributions made during a
               Participant's taxable year (which is presumed to be the calendar
               year) on behalf of the Participant under a Salary Deferral
               Agreement and Cash Option Deferral shall be limited to $7,000 (or
               such other limit as may be in effect at the beginning of such
               taxable year under Section 402(g)(1) of the Code), reduced by the
               amount of "elective deferrals" (as defined in Section 402(g)(3)
               of the Code) made during the taxable year of the Participant
               under any plans or agreements maintained by the Employer or an
               Affiliated Employer other than this Plan. Elective deferrals
               shall not include any elective deferrals returned to the Employee
               pursuant to Section 12.4(d).

        (b)    If contributions made on a Participant's behalf for the preceding
               taxable year of the Participant under a Salary Deferral
               Agreement, and Cash Option Deferral, and any other elective
               deferrals (within the meaning of Section 402(g)(3) of the Code)
               made on the Participant's behalf under any other qualified cash
               or deferred arrangement of the Employer or Affiliated Employer
               for such taxable year exceed $7,000 (or such other amount as
               adjusted in accordance with paragraph (a) above), the Participant
               shall notify the Benefits Committee in writing within two months
               following the close of such taxable year of the amount of such
               excess. Such notification shall include a statement that if such
               amounts are not distributed, the excess deferral amount, when
               added to amounts deferred under other plans or arrangements
               described in Section 401(k), 408(k), or 403(b) of the Code, will
               exceed the limit imposed on the Participant by Section 402(g) of
               the Code for the taxable year of the Participant in which the
               deferral occurred.

               If the elective deferral limit is exceeded for a Participant for
               a taxable year, the excess amount, adjusted (as described below)
               for allocable gains or losses for the taxable year with respect
               to which the deferral was made, shall be refunded to the
               Participant in a single payment no later than 3-1/2 months
               following the Participant's taxable year following the taxable
               year in which such excess deferral arose. If the Participant's
               Before-Tax Contribution Account and/or Cash Option Deferred
               Account is invested in more than one investment fund, such refund
               shall be made pro rata, to the extent practicable, from all such
               investment funds. The amount refunded shall not exceed the
               Participant's Before-Tax Contributions and Cash Option Deferrals
               under the Plan for the taxable year. If the foregoing refund is
               made, the payment shall be deemed to have been made before the
               close of the taxable year in which such excess deferral arose.

                                                                            (22)
<PAGE>   29
               Any Employer Matching Contributions made with respect to returned
               excess deferral amounts shall be forfeited.

               Excess deferrals shall be adjusted for allocable gains or losses
               for the taxable year in which the excess deferrals arose by
               multiplying the gains or losses credited to the Participant's
               Basic and Supplemental Before-Tax Contribution Accounts and Cash
               Option Deferred Account for that taxable year by a fraction, the
               numerator of which is the excess deferral amount made by the
               Participant for the taxable year, and the denominator of which is
               the sum of (i) the balance in the Participant's Basic and
               Supplemental Before-Tax Contribution Accounts and Cash Option
               Deferred Account as of the beginning of the taxable year, and
               (ii) the amount of Before-Tax Contributions and the Cash Option
               Share credited to the Participant's Basic and Supplemental
               Before-Tax Contribution Accounts and Cash Option Deferred Account
               for the taxable year.

               If the Participant fails to notify the Benefits Committee by the
               2-month period specified above, no refund will be made.

4.6     PARTICIPANT CONTRIBUTIONS FOR RETURNING VETERANS

        (a)    If a Participant incurs a Leave of Absence on account of
               Qualified Military Service and such Participant is reemployed by
               the Employer within the period during which his or her
               reemployment rights are protected by USERRA, upon reemployment
               such Participant shall be entitled to contribute to the Plan, in
               accordance with and subject to the limitations provided in
               Section 414(u) of the Code, the Before-Tax Contributions he or
               she would have been entitled to make had he or she remained
               actively employed by the Employer during such Leave of Absence.

        (b)    All such contributions must be made during the period which
               commences on the date of such a Participant's reemployment and
               has the same length as the lesser of (i) 3 multiplied by the
               period of such Participant's Qualified Military Service and (ii)
               five years. All such contributions will be invested in accordance
               with Section 6.2 and shall be credited with investment earnings
               (or losses) as provided in Section 6.7.

        (c)    For purposes of determining the amount of the Before Tax
               Contributions a Participant may contribute pursuant to paragraph
               (a) above, such Participant's Compensation during his or her
               Qualified Military Service shall be equal to: (i) the
               Compensation he

                                                                            (23)
<PAGE>   30
               or she would have received during the period of Qualified
               Military Service based on the rate of pay he or she would have
               received but for the absence during the period of Qualified
               Military Service or (ii) if the Compensation he or she would have
               received during the period of Qualified Military Service is not
               reasonably certain, his or her average Compensation during the
               12-month period immediately before the Qualified Military Service
               or, if shorter, the period of employment immediately before the
               Qualified Military Service.

                                                                            (24)
<PAGE>   31
                                    ARTICLE 5

                             EMPLOYER CONTRIBUTIONS

5.1     EMPLOYER PROFIT SHARING CONTRIBUTION

        (a)    AMOUNT

               An Employer may make a profit sharing contribution to the Trust
               Fund, as of the end of each Plan Year, in such amount as is
               determined in the discretion of the Board prior to the date on
               which the contribution is required to be made.

               The Employer Profit Sharing Contribution shall consist of two
               parts as described below:

               (i)    REGULAR PROFIT SHARING CONTRIBUTION - The portion of the
                      Employer Profit Sharing Contribution equal to 66-2/3% of
                      the total Employer Profit Sharing Contribution.

               (ii)   CASH OPTION SHARE - The portion of the Employer Profit
                      Sharing Contribution equal to 33-1/3% of the total
                      Employer Profit Sharing Contribution.

        (b)    CASH OPTION

               (i)    CASH OPTION ELECTION
                      Within a reasonable time prior to the close of each Plan
                      Year, the Trustee shall deliver to each Participant a Cash
                      Option election form. Pursuant to such form, each
                      Participant may elect in writing by the end of the Plan
                      Year to receive in cash his Cash Option Share. Any
                      election under this Section shall be irrevocable for the
                      year in which such election is made.

                      If a Participant fails to make an election to either
                      receive an immediate cash payment of or to defer the Cash
                      Option Share under this Section, it shall be assumed that
                      he intended to receive his Cash Option Share in cash.

                                                                            (25)
<PAGE>   32
               (ii)   PAYMENT OF CASH OPTION SHARE
                      The Cash Option Share which a Participant elects to
                      receive in cash shall be paid to him as soon as
                      practicable after the year for which the election is made,
                      which generally shall be either February or March of such
                      following year; provided that in any event such payment
                      shall be made within any time limits prescribed by
                      applicable law.

        (c)    ALLOCATION OF EMPLOYER PROFIT SHARING CONTRIBUTIONS

               The Trustee shall make an allocation under this Section 5.1(c)
               and Section 7.5 to the Regular Profit Sharing Account and, if
               applicable, the Cash Option Deferred Account of each Participant
               who completed a Year of Service during, and is employed on the
               last day of, the Plan Year to which the Employer Profit Sharing
               Contribution relates. The Trustee shall allocate a portion of the
               current Employer Profit Sharing Contribution to each such
               Participant equal to a fraction as described below:

               (i)    The numerator shall be the Participant's Compensation for
                      the Plan Year,

               (ii)   The denominator shall be the total Compensation for all
                      Participants eligible to share in the contribution for the
                      Plan Year.

        (d)    ALLOCATION AMONG TOTAL ACCOUNT

               As of the last day of each Plan Year, the Trustee shall allocate
               to the Regular Profit Sharing Account and, if applicable, the
               Cash Option Deferred Account of each Participant entitled, in
               accordance with Section 5.1(c), to share in the Employer's Profit
               Sharing Contribution and forfeitures for such Plan Year, an
               amount (computed in dollars) equal to his proportionate share of
               the Employer's Profit Sharing Contribution and forfeitures for
               such Plan Year, as set forth in Sections 5.1(c) and 7.5,
               respectively. Except as provided in Section 5.1(b), one third of
               the Employer's Profit Sharing Contribution made on behalf of a
               Participant shall be credited to the Participant's Cash Option
               Deferred Account. The remaining portion of the Employer's Profit
               Sharing Contribution, together with the Participant's share of
               forfeitures, shall be allocated to the Participant's Regular
               Profit Sharing Account.

        (e)    RESPONSIBILITY OF COMMITTEE AND TRUSTEE

                                                                            (26)
<PAGE>   33
               If no contribution under this Section shall be made for any year,
               the Employer shall so advise the Benefits Committee and the
               Trustee. Neither the Trustee nor the Benefits Committee shall be
               under any duty to inquire into the correctness of the amounts
               contributed and paid over to the Trustee hereunder or to
               determine whether any contribution is payable under this Section
               5.1 or to enforce payment of any contribution by the Employer.

        (f)    ADVANCE CONTRIBUTIONS

               The Employer, at any time, may make payments on account of its
               contribution for the year. Such payment shall constitute a part
               of the Trust Fund upon receipt by the Trustee but may be
               segregated in an Advance Contribution Account which shall be held
               in cash or such other property as may be permissible under
               applicable law. The total market value of such Advance
               Contribution Account on the last day of the Plan Year, together
               with any other contribution by the Employer, shall be allocated
               as provided in Section 5.1(c).

5.2     EMPLOYER MATCHING CONTRIBUTIONS

        As of each Valuation Date, an Employer Matching Contribution shall be
        credited to the Employer Matching Contribution Account of each
        Participant who made Basic Before-Tax Contributions to the Trust Fund
        since the previous Valuation Date and who is employed by the Employer on
        said Valuation Date. The Employer Matching Contributions made on behalf
        of each such Participant shall be based upon the Participant's Basic
        Before-Tax Contributions and Compensation since the previous Valuation
        Date, and shall be equal to the sum of (a) 100% of the Participant's
        Basic Before-Tax Contributions which do not exceed 1% (2% effective
        January 1, 1997) of Compensation, plus (b) 25% of the Participant's
        Basic Before-Tax Contributions which exceed 1% (2% effective January 1,
        1997) of Compensation.

        No Employer Matching Contributions shall be made with respect to
        Supplemental Before-Tax Contributions or Cash Option Deferrals made by
        or on behalf of any Participant.

                                                                            (27)
<PAGE>   34
5.3     FORM AND TIMING OF EMPLOYER CONTRIBUTIONS

        Employer Contributions for each fiscal year shall be made by the
        Employer within the period required by the provisions of the Code
        applicable to such year. The Employer's Contribution for each year may
        be paid to the Trustee either in cash or other property, to the extent
        permissible under law; provided that any securities so contributed shall
        be valued at fair market value on the date of the contribution pursuant
        to the valuation methods set forth in Section 6.6.

5.4     EMPLOYER MATCHING CONTRIBUTIONS

        If a Participant incurs a Leave of Absence on account of Qualified
        Military Service and such Participant is reemployed by the Employer
        within the period during which his or her reemployment rights are
        protected by USERRA, Employer Matching Contributions which would have
        been credited to the Employer Matching Contribution Account had such
        former Participant remained actively employed by the Employer during
        such Leave of Absence shall be made to the extent provided in and in
        accordance with Section 414(u) of the Code; and Employer Profit Sharing
        Contributions which would have been credited to the Employer Profit
        Sharing Contribution Account had such former Participant remained
        actively employed by the Employer during such Leave of Absence shall be
        made in accordance with Section 414(u) of the Code.

                                                                            (28)
<PAGE>   35
                                    ARTICLE 6

                 INVESTMENT PROVISIONS AND PARTICIPANT ACCOUNTS

6.1     INVESTMENT FUNDS

        The Trustee shall establish one or more investment funds as the
        Sponsoring Employer may from time to time direct. The Sponsoring
        Employer may direct that each investment fund be invested:

        (a)    At the discretion of the Trustee in accordance with such
               investment guidelines and objectives as may be established by the
               Sponsoring Employer for such investment fund; or

        (b)    At the discretion of a duly appointed Investment Manager in
               accordance with such investment guidelines and objectives as may
               be established by the Sponsoring Employer; or

        (c)    In such investments as the Sponsoring Employer may specify for
               such investment fund.

        The Sponsoring Employer may from time to time change its direction with
        respect to any investment fund and may, at any time, eliminate any
        investment fund or establish additional funds. Whenever an investment
        fund is eliminated, the Trustee shall promptly liquidate the assets of
        such investment fund and reinvest the proceeds thereof in accordance
        with the directions of the Sponsoring Employer.

        The Trustee may maintain from time to time reasonable amounts in cash or
        cash equivalents in any fund. All expenses properly attributable to an
        investment fund, including but not limited to brokerage fees and stock
        transfer taxes, shall be paid from such investment fund, unless paid by
        the Employer.

        All dividends, interest and other income of each investment fund, as
        well as stock splits, stock dividends, and the like, shall be reinvested
        in that investment fund.

                                                                            (29)
<PAGE>   36
6.2     INVESTMENT ELECTION

        (a)    The Plan permits Participants or Beneficiaries to exercise
               control over the assets in his Total Account in a manner which is
               intended to bring the Plan within the rule of Section 404(c) of
               the Employee Retirement Income Security Act of 1974. By allowing
               Participants and Beneficiaries to elect among several investment
               funds, the Employer intends that fiduciaries of the Plan be
               relieved of fiduciary responsibility for any loss, or by reason
               of any breach, which results from the Participant's or
               Beneficiary's exercise of control.

               The Participant's Total Account shall be invested in one or a
               combination of the available investment alternatives established
               and maintained by the Trustee. These alternatives may include,
               but are not limited to: an Equity Fund, seeking growth of capital
               by investing in a wide range of companies, a Stable Asset Fund,
               consisting primarily of FDIC-insured deposits, and a Balanced
               Fund, investing in both stocks and fixed-income securities. The
               Employer and/or Trustee reserves the right to add to or change
               the types of investment alternatives available to Participants
               and Beneficiaries.

               At the time an Eligible Employee becomes a Participant in the
               Plan and makes an election in accordance with Section 4.1, the
               Eligible Employee must choose, on a form provided by the Benefits
               Committee, the percentage in which contributions made by or on
               behalf of such Participant are to be invested in each investment
               fund. Such percentage may be 0%, or in increments of 5%, up to a
               total of 100%. Participant's investment elections must total
               100%. A Participant or Beneficiary may elect to have all of his
               Total Account invested in a single investment vehicle.

        (b)    During the absence of a valid election by a Participant, the
               contributions made by or on behalf of such Participant, shall be
               credited to the fund with the least investment risk.

6.3     CHANGE IN INVESTMENT ELECTION

        A Participant may elect, effective as of any Change Date, to reallocate
        in 5% increments his Basic and Supplemental Before-Tax Contribution
        Accounts, Employer Matching Contribution Account, and Rollover Account
        among the investment funds, provided that the Participant files with the
        Benefits Committee a new election on the appropriate form at such time
        and in such manner as the Benefits Committee may require. Any elections
        made in accordance with this paragraph shall apply to the amounts
        existing in the Participant's Basic

                                                                            (30)
<PAGE>   37
        and Supplemental Before-Tax Contribution Accounts, Employer Matching
        Contribution Account, and Rollover Account on the Change Date and to all
        contributions credited to such Accounts on or after such Change Date.

        The Benefits Committee may from time to time:

        (a)    Limit or restrict a Participant's ability to change the
               allocation of his Basic and Supplemental Before-Tax Contribution
               Accounts, Employer Matching Contribution Account, and Rollover
               Account among the investment funds and/or withdraw balances from
               the various investment funds in order to conform to the
               practices, provisions, or restrictions of any investment media
               held in any such investment fund; and

        (b)    Adopt procedures relating to the determination and allocation of
               the investment earnings among the Participants' Basic and
               Supplemental Before-Tax Contribution Account, Employer Matching
               Contribution Account, and Rollover Account, in order to
               facilitate the administration of the Plan on an equitable and
               practicable basis.

6.4     RESPONSIBILITY OF PARTICIPANT IN SELECTING INVESTMENT FUNDS

        The selection of an investment fund or funds is the sole responsibility
        of each Participant. The Benefits Committee, the Trustee, the Investment
        Manager, the Employer, or any other fiduciary to the Plan may not advise
        a Participant as to the election of any investment fund or the manner in
        which contributions shall be invested. The fact that a security is
        available to Participants for investment under the Plan shall not be
        construed as a recommendation as to the purchase of that security, nor
        shall the designation of an investment fund impose any liability on the
        Benefits Committee, the Trustee, the Investment Manager, or the
        Employer.

6.5     ESTABLISHMENT OF PARTICIPANT ACCOUNTS

        (a)    The Trustee shall establish and maintain for each Participant a
               Total Account, consisting of the following accounts, and any such
               other accounts as may be deemed necessary by the Benefits
               Committee:

               (i)     Basic Before-Tax Contribution Account; 
               (ii)    Supplemental Before-Tax Contribution Account; 
               (iii)   Employer Matching Contribution Account; 
               (iv)    Regular Profit Sharing Account;

                                                                            (31)
<PAGE>   38
               (v)     Cash Option Deferred Account; and 
               (vi)    Rollover Account.

        (b)    Within each of the accounts described in paragraph (a) above,
               separate records shall be kept of the portion of the account
               credited to each investment fund.

        (c)    Such accounts as described in Sections 6.5(a)(iv) and (v) above
               shall be maintained primarily for bookkeeping purposes. The
               Trustee shall not be required to segregate the assets in these
               accounts of Participants for purposes of investment or otherwise.

6.6     FAIR MARKET VALUE OF TRUST ASSETS

        The fair market value of all of the assets of the Trust Fund shall be
        determined by the Trustee on each Valuation Date.

6.7     ALLOCATION OF TRUST ASSETS

        The balance of each Participant's Total Account (including the Regular
        Profit Sharing Account portion, if any, of a Forfeiture Account
        attributable to a Participant and not yet available for reallocation
        pursuant to Section 7.5) shall be adjusted as of each Valuation Date.

        In addition to the rules set forth above, the credit balance of the
        Total Accounts of Participants shall be reduced by any distributions
        made since the most recent Valuation Date.

6.8     CORRECTION OF ERROR

        The Benefits Committee may adjust the Total Accounts of any or all
        Participants or Beneficiaries in order to correct errors or rectify
        omissions, including, without limitation, any allocations to a
        Participant's Total Account made in excess of the limits specified in
        Sections 4.5, 12.4, and 12.5, in such manner as it believes will best
        result in the equitable and nondiscriminatory administration of the
        Plan.

                                                                            (32)
<PAGE>   39
6.9     ALLOCATION SHALL NOT VEST TITLE

        The fact that an allocation is made and amounts are credited to the
        Total Account of a Participant shall not vest in such Participant any
        right, title, or interest in and to any assets except at the time or
        times and upon the terms and conditions expressly set forth in this
        Plan, nor shall the Trustee be required to segregate physically the
        assets of the Trust Fund by reason thereof.

                                                                            (33)
<PAGE>   40
                                    ARTICLE 7

                                    BENEFITS


7.1     NATURE OF BENEFITS

        The benefits provided by this Plan consist of the right of a Participant
        to receive a distribution of the vested portion of his Total Account in
        accordance with the provisions of this Article 7. The value of a
        Participant's Total Account shall be determined as of the Valuation Date
        preceding the date on which payment is made.

7.2     MEDIUM AND METHOD OF DISTRIBUTION

        The amount payable to a Participant (or Beneficiary) under the terms of
        the Plan shall be distributed in the form of a single lump sum payment
        in cash.

7.3     TIMING OF DISTRIBUTION

        Except as noted below and otherwise provided in this Plan, the vested
        portion of a Participant's Account shall be paid as soon as
        administratively feasible following the first Valuation Date following
        the date the Employee's employment with the Employer or an Affiliated
        Employer terminates. Distribution shall be made no later than 60 days
        after the close of the Plan Year in which occurs the latest of the
        Participant's (A) Normal Retirement Date, (B) tenth anniversary of Plan
        participation, or (C) separation from service with the Employer and all
        Affiliated Employers.

        If the value of a Participant's vested Account has ever exceeded $3,500
        during his participation in the Plan, payment to such Participant shall
        not be made in accordance with the above unless the Participant consents
        to such distribution. In addition, a Participant who elects not to
        receive his distribution in accordance with the above, may elect to
        receive such distribution at any time prior to the date distributions
        must commence in accordance with IRC Section 401(a)(9).

                                                                            (34)
<PAGE>   41
7.4     VESTING

        A Participant shall always have a nonforfeitable, or 100% vested,
        interest in his Basic and Supplemental Before-Tax Contribution Accounts,
        Cash Option Deferred Account, Employer Matching Contribution Account,
        and Rollover Account. A Participant's vested interest in his Regular
        Profit Sharing Account shall become 100% vested, upon the earliest of
        his:

        (a)    Normal Retirement Date, 
        (b)    death (while actively employed), 
        (c)    Disability Retirement Date, or 
        (d)    September 30, 1995.

        The vested interest of a Participant in his Regular Profit Sharing
        Account at any time prior to the date indicated above, shall be based
        upon the Participant's Years of Service in accordance with the
        following:

<TABLE>
<CAPTION>
             YEARS OF SERVICE                           VESTED PERCENTAGE
<S>                                                     <C>
                Less than 3                                      0%
                     3                                          30%
                     4                                          40%
                     5                                          60%
                     6                                          80%
                 7 or more                                      100%
</TABLE>

        If any Plan amendment changes the vesting schedule set forth above, each
        Participant who has completed at least three Years of Service as of the
        later of (a) the date the Plan amendment is adopted, or (b) the date the
        Plan amendment becomes effective shall have the vested percentage of his
        Regular Profit Sharing Account computed in accordance with the vesting
        schedule that produces the higher vested benefit.

7.5     FORFEITURES

        (a)    Prior to January 1, 1985:

               If a Participant incurs a One-Year Break in Service before his
               Regular Profit Sharing Account had become 100% vested pursuant to
               the provisions of the Plan in effect on his date of termination,
               the nonvested portion of such Account shall be forfeited
               effective as of the last day of the Plan Year during which the
               Participant incurred a 

                                                                            (35)
<PAGE>   42
               One-Year Break in Service. Upon such date, the amount forfeited
               shall be added to the Employer Profit Sharing Contribution for
               the Plan Year ending on such date and shall be allocated in the
               same manner as such Employer Profit Sharing Contribution.

        (b)    After January 1, 1985:

                  (i)   Timing of Forfeitures:

                        If a Participant who terminates his employment with the
                        Employer before his Regular Profit Sharing Account had
                        become 100% vested and receives a distribution of the
                        vested portion of his Regular Profit Sharing Account,
                        the non-vested amount remaining in such Participant's
                        Regular Profit Sharing Account, after distribution of
                        the vested portion of his Regular Profit Sharing
                        Account, shall be forfeited as of the last day of the
                        Plan Year in which his termination of employment from
                        the Employer occurs and has received the vested portion
                        of his Regular Profit Sharing Account. If a Participant
                        who terminates employment before his Regular Profit
                        Sharing Account had become 100% vested does not receive
                        a distribution of the vested portion of his Regular
                        Profit Sharing Account, the non-vested amount in such
                        Participant's Regular Profit Sharing Account shall be
                        forfeited on the last day of the Plan Year during which
                        the Participant incurs five consecutive One Year Breaks
                        in Service. Solely for purposes of this paragraph, a
                        Participant who terminates on the last day of a Plan
                        Year shall be treated as though he terminated employment
                        on the first day of the following Plan Year. The amount
                        forfeited shall be allocated in the same manner as the
                        Regular Profit Sharing Contribution for such year.


                 (ii)   Rehire - Repayments Permitted Within Five Years of
                        Reemployment:

                        In the event a Participant described in subparagraph (i)
                        above is rehired prior to incurring five consecutive
                        One-Year Breaks in Service, the Participant shall be
                        permitted to repay the entire amount of the distribution
                        in order to restore the nonvested portion of his Regular
                        Profit Sharing Account balance to his Total Account for
                        the purpose of future vesting as if he had not separated
                        from Service or received a distribution. The permissible
                        repayment period shall continue until the fifth
                        anniversary of the day on which the Employee is
                        reemployed by the Employer.

                                                                            (36)
<PAGE>   43
                        If such repayment is not made before such period, such
                        Participant's vested amount will be determined by
                        including Years of Service accrued before such
                        Participant's separation from Service but without regard
                        to amounts allocated prior to such separation.

                        In the event that the terminated Participant's vested
                        balance in his Regular Profit Sharing Account was zero,

                        (A)   distribution of the vested balance in his Regular
                              Profit Sharing Account shall be deemed to have
                              been made to him as of the date of his termination
                              of employment,

                        (B)   repayment shall be deemed to be made on his
                              reemployment commencement date, and

                        (C)   the balance in his Regular Profit Sharing Account
                              shall be restored accordingly.

                (iii)   Restoration of Regular Profit Sharing Account Balances:

                        A Participant who made or who is deemed to have made a
                        repayment pursuant to subparagraph (ii) above will have
                        recredited to his Regular Profit Sharing Account, as of
                        the last day of the Plan Year coinciding with or next
                        following his date of rehire, the portion of such
                        Account balance which he forfeited upon his prior
                        termination from Service with the Employer unadjusted
                        for any subsequent gains or losses. The sources for
                        restoring a previous forfeiture in a subsequent year
                        will be, in order of priority:

                        (A)   Forfeitures occurring in the Plan Year in which
                              the Regular Profit Sharing Account balances are
                              recreated, if not sufficient then;

                        (B)   Earnings allocable to nonsegregated Regular Profit
                              Sharing Account balances and realized during the
                              Plan Year in which such Account balances are
                              recreated, if still not sufficient then;

                                                                            (37)
<PAGE>   44

                        (C)   Employer Profit Sharing Contributions made by the
                              Employer for the Plan Year in which the Regular
                              Profit Sharing Account balances are recreated.

                        Such reinstated Regular Profit Sharing Account balances
                        shall be subject to the vesting requirements described
                        in Article 7.4.

                 (iv)   Rehire After Five Years:

                        In the event a former Participant is rehired after
                        incurring five consecutive One-Year Breaks in Service,
                        the portion of the Participant's Regular Profit Sharing
                        Account which he forfeited upon his prior termination
                        shall be deemed to be a permanent forfeiture and shall
                        not be recredited to the Participant's Regular Profit
                        Sharing Account if he subsequently becomes eligible to
                        participate in the Plan, except as follows:

                        Such a former participant shall have his prior nonvested
                        portion in his Regular Profit Sharing Account restored,
                        if such former Participant repays the entire amount of
                        the distribution he previously received under the Plan
                        (upon his prior termination) by the close of five
                        consecutive One-Year Breaks in Service commencing after
                        such prior distribution.

                        To the extent applicable, the procedures of paragraph
                        (iii) above shall apply to the restoration of the
                        Participant's nonvested portion of his Regular Profit
                        Sharing Account if he repays his prior distribution
                        under this paragraph (iv).

7.6     PERMANENT AND TOTAL DISABILITY

        "PERMANENT AND TOTAL DISABILITY" shall be a total disability which
        satisfies the requirements for benefit entitlement under any long-term
        disability plan or program sponsored by the Employer and the Benefits
        Committee concludes that such total disability is likely to be
        permanent.

        If any disabled Participant returns to the employ of the Employer, he
        shall become a Participant on his reemployment date, and the various
        Plan sections regarding reemployment with an Employer shall be applied
        to him.

                                                                            (38)
<PAGE>   45
7.7     DISTRIBUTION ON DEATH

        Upon the death of any Participant, the vested portion of the
        Participant's Total Account shall be distributed to the Participant's
        designated Beneficiary in accordance with the following rules:

        (a)    If the Participant has a Spouse at his date of death, the
               distribution shall be paid to his Spouse as designated
               Beneficiary. The distribution may be paid to a designated
               Beneficiary other than the Participant's Spouse while the Spouse
               is living only with the written consent of the Participant's
               Spouse. A spousal consent must:

                  (i)   Be in writing on a form provided by the Benefits
                        Committee;

                  (ii)  Specify the Beneficiary;

                  (iii) Acknowledge the effect of such consent; and

                  (iv)  Be witnessed by a notary public.

               Any such consent will be valid only with respect to the Spouse
               who signs the consent. A spousal consent is not required,
               however, if the Participant establishes to the satisfaction of
               the Benefits Committee

                        (A)   that there is no Spouse; 
                        (B)   that the Spouse cannot be located;
                        (C)   that the Participant has been abandoned by the
                              Spouse within the meaning prescribed by applicable
                              law and evidenced by a court order; or
                        (D)   that spousal consent is not required under other
                              applicable regulations.

               If the Participant does not have a Spouse at his date of death,
               the distribution shall be paid to the designated Beneficiary
               elected by the Participant.

               If a Participant's designated Beneficiary shall have predeceased
               the Participant, or if a Beneficiary designation shall have
               lapsed or failed for any reason, payment will be made to the
               Beneficiary designated under Section 7.10.

                                                                            (39)
<PAGE>   46
        (b)    The distribution shall be paid to the Beneficiary as soon as
               administratively feasible following the Valuation Date after the
               date the Participant's death is reported to the Benefits
               Committee; provided the designated Beneficiary has filed a proper
               distribution election form with the Benefits Committee.
               Distribution shall be made in a single lump sum cash payment.

        (c)    If the Participant's designated Beneficiary is his Spouse, such
               Spouse may elect to defer distribution until any time prior to
               the date distributions must commence in accordance with IRC
               Section 401(a)(9). Such election must be made no later than the
               date distribution is required under paragraph (b) above. If the
               Participant's Spouse dies before any distribution is made, the
               provisions of this Section shall be applied as though the Spouse
               were the Participant.

        (d)    Notwithstanding the preceding, if the Participant's Account to
               which the Beneficiary is entitled under this Section did not, at
               any time, exceed $3,500 during the Participant's participation in
               the Plan, distribution shall be made to the Beneficiary in a
               single lump sum cash payment as soon as practicable after the
               Valuation Date next following the date the Participant's death is
               reported to the Benefits Committee.

7.8     DISTRIBUTION TO ALTERNATE PAYEES

        The Benefits Committee may authorize the Trustee to make a lump sum
        distribution to an Alternate Payee pursuant to a Qualified Domestic
        Relations Order as soon as administratively practicable after the
        Valuation Date next following the date the Alternate Payee has filed a
        request for distribution with the Committee.

        If the Alternate Payee's nonforfeitable interest in the Plan does not
        exceed $3,500, distribution to the Alternate Payee shall be made as soon
        as administratively possible.

7.9     INVESTMENT OF DEFERRED DISTRIBUTIONS

        Any amounts deferred in accordance with this Article 7 shall be held in
        the Participant's Total Account and shall continue to share in the
        investment experience of the Trust Fund as long as a balance remains.

7.10    DESIGNATION OF BENEFICIARY

                                                                            (40)
<PAGE>   47
        (a)    Each Participant may designate, on a form provided by the
               Benefits Committee, a Beneficiary or Beneficiaries to receive any
               benefits distributable hereunder after the death of the
               Participant. Such designation of a Beneficiary or Beneficiaries
               shall not be effective for any purpose unless and until it has
               been filed by the Participant with the Benefits Committee,
               provided, however, that a designation mailed by the Participant
               to the Benefits Committee prior to his death and received by the
               Benefits Committee after his death shall take effect upon such
               receipt, but prospectively only and without prejudice to any
               payor or payee on account of any payments made before receipt of
               such designation by the Benefits Committee.

               Notwithstanding the above, the following provisions shall apply:

                  (i)   A Participant's Beneficiary shall be his surviving
                        Spouse, if the Participant has a surviving Spouse,
                        unless the Participant has designated another
                        Beneficiary pursuant to the spousal consent requirements
                        of Section 7.7(a).

                 (ii)   A Participant may from time to time change his
                        designated Beneficiary or Beneficiaries, but any such
                        designation which has the effect of naming a person
                        other than the Participant's surviving Spouse, if any,
                        as sole Beneficiary is subject to the spousal consent
                        requirements of Section 7.7(a).

        (b)    In the absence of a Beneficiary designation by the deceased
               Participant, or if a designation of Beneficiary lapses or fails
               for any reason, distribution of the deceased Participant's
               nonforfeitable interest in the Trust Fund shall be distributed to
               the surviving Spouse of the Participant or, if there be none
               surviving, to the duly appointed and currently acting personal
               representative of the Participant's estate.


7.11    ADVICE OF BENEFITS

        The Benefits Committee shall establish such rules and procedures as it
        deems necessary to properly advise all Participants and other persons as
        to any rights they may have to a benefit under this Plan and may impose
        upon any such person reasonable requirements with respect to filing
        application for such benefits.

7.12    INCAPACITY

                                                                            (41)
<PAGE>   48
        If any person to whom a benefit is payable hereunder is an infant or if
        the Benefits Committee determines that any person to whom such benefit
        is payable is incompetent by reason of physical or mental disability,
        the Benefits Committee may cause the payments becoming due to such
        person to be made to such person's legally appointed guardian or
        conservator.

7.13    PROOF OF CLAIM

        The Benefits Committee may require such proof of death and such evidence
        of the right of any person to receive payment of the value of the vested
        interest in the Trust Fund of a deceased Participant or former
        Participant as the Benefits Committee may deem desirable.

7.14    DIRECT ROLLOVER DISTRIBUTIONS

        Notwithstanding any provision of the Plan to the contrary, if any
        distribution to a Distributee (i) is made on or after January 1, 1993,
        (ii) totals $200 or more, and (iii) constitutes an Eligible Rollover
        Distribution, the Distributee may elect on a form provided by the
        Benefits Committee to have all or part of such Eligible Rollover
        Distribution paid in a direct rollover to an Eligible Retirement Plan
        selected by the Distributee. For this purpose, a Distributee, an
        Eligible Rollover Distribution, and an Eligible Retirement Plan shall be
        defined as follows:

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

        (b)    Eligible Rollover Distribution means any distribution of all or
               any portion of the balance to the credit of a 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 designated beneficiary, or for a specified period
               of ten years or more; any distribution to the extent such
               distribution is required under Section 401(a)(9) of the Code; and
               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).

                                                                            (42)
<PAGE>   49
        (c)    Eligible Retirement Plan means a plan described below:

                  (i)   an individual retirement account described in Section
                        408(a) of the Code;

                  (ii)  an individual retirement annuity (other than an
                        endowment contract) described in Section 408(b) of the
                        Code;

                  (iii) with respect to Participants and Distributees who are
                        alternate payees only, a qualified defined contribution
                        plan and exempt trust described in Sections 401(a) and
                        501(a) of the Code respectively, the terms of which
                        permit the acceptance of rollover contributions; or

                  (iv)  with respect to Participants and Distributees who are
                        alternate payees only, an annuity plan described in
                        Section 403(a) of the Code.

        If an election is made to have only a part of an eligible rollover
        distribution paid in a direct rollover, the amount of the direct
        rollover must total $500 or more.

        Direct rollovers shall be accomplished in accordance with procedures
        established by the Benefits Committee.

7.15    GENERAL DISTRIBUTION REQUIREMENTS

        All distributions made under this Article 7 shall be determined and made
        in accordance with the provisions of Section 401(a)(9) of the Code
        (including, for calendar years beginning after December 31, 1988, Income
        Tax Regulations prescribed under Section 401(a)(9) of the Code for the
        minimum distribution of incidental benefits). The consent of neither the
        Participant nor the Participant's Spouse shall be required to the extent
        a distribution must be made to satisfy the provisions of Section
        401(a)(9) of the Code. All applicable provisions of Section 401(a)(9) of
        the Code and the Regulations prescribed thereunder are hereby
        incorporated by reference.

                                                                            (43)
<PAGE>   50
                                    ARTICLE 8

                        LOANS AND IN SERVICE WITHDRAWALS


8.1     LOAN AVAILABILITY

        (a)    Except to the extent provided in Section 8.4, any Participant who
               is not an "owner-employee" within the meaning of Section 4975(d)
               of the Code may request a Loan in an amount which does not exceed
               an amount equal to the lesser of (i) or (ii) below:

                  (i)   $50,000 reduced by the individual's highest outstanding
                        Loan balance from this Plan and all other qualified
                        plans of the Employer and all Affiliated Employers
                        during the 12 month period ending on the day before the
                        date the new Loan is made.

                 (ii)   50% of the individual's vested interest in his Total
                        Account reduced by the outstanding balance of all
                        previous Loans made to the individual from this Plan.

        (b)    An applicant may request a Loan from the Plan to meet certain
               financial needs, as follows:

                  (i)   To pay expenses associated with the purchase and/or
                        renovation of the applicant's primary residence;

                  (ii)  To prevent eviction or foreclosure from your primary
                        residence;

                  (iii) To pay medical expenses incurred by the applicant or his
                        immediate family which are not covered by insurance;

                  (iv)  To pay educational expenses beyond the high school level
                        incurred by the applicant or applicant's immediate
                        family member, or

                  (v)   To pay funeral expenses for an immediate family member.

                                                                            (44)
<PAGE>   51
        (c)    Requests for Loans must be submitted in writing to the Benefits
               Committee on a form designated for that purpose by the Benefits
               Committee. Decisions by the Benefits Committee regarding Loans
               shall be made on a uniform, nondiscriminatory basis, shall be
               final and shall be communicated to the applicant approximately 30
               days from the date the Loan application is received by the
               Benefits Committee.

8.2     LOAN CONDITIONS

        A Plan Loan shall be subject to the following conditions:

        (a)    A new Plan Loan shall not be made to an applicant until he fully
               repays any previous Plan Loan.

        (b)    The minimum Loan shall be $1,000.

        (c)    The maximum Loan amount shall be based upon the vested balance in
               the applicant's Total Account as of the Valuation Date preceding
               the date the Loan is made.

        (d)    Each Loan shall bear interest at a rate equal to 1% point above
               the United States Treasury rate for an instrument with a similar
               maturity to that of the Plan Loan on the date the Plan Loan
               request is made. Notwithstanding the foregoing, the Plan Loan
               interest shall conform to the amount necessary to comply with
               Department of Labor Regulation 2550.408b-1(e).

        (e)    Each Loan shall be secured by collateral consisting of the
               applicant's vested interest in his Total Account, supported by a
               promissory note for the amount of the Loan, made payable to the
               Trustee.

        (f)    In applying for a Loan, the applicant shall agree to repay the
               Loan plus interest over a period of years from one to five, as
               elected by the Participant, unless the Loan is to be used for the
               purchase of the Participant's principal place of residence, in
               which case the repayment period may be any period of years up to
               fifteen years, as elected by the Participant.

        (g)    Repayment by Participants actively employed by an Employer during
               the repayment period shall be in equal installments by weekly or
               bi-monthly payroll deductions and 

                                                                            (45)
<PAGE>   52
               shall commence with the first paycheck received by the
               Participant in the month following receipt of the Loan.

        (h)    Full repayment of the entire outstanding balance of a Loan may be
               as of the last day of any month during the repayment period.

        (i)    If any individual fails to repay a Plan Loan in accordance with
               its terms, the Loan shall be in default. The balance will be paid
               automatically from the applicant's Total Account (unless he
               repays the Loan prior to the last day of the month in which he
               terminates) in the following order until the full amount of the
               Loan has been provided:

                  (i)   from his Supplemental Before-Tax Contribution Account;

                  (ii)  from his Basic Before-Tax Contribution Account;

                  (iii) from his Cash Option Deferred Account;

                  (iv)  from his Rollover Account;

                  (v)   from his Employer Matching Contribution Account; and

                  (vi)  from his Regular Profit Sharing Account (to the extent
                        vested).

               If the Loan remains in default at the time the applicant
               terminates employment, in accordance with governmental
               regulations, the Benefits Committee shall authorize the Trustee
               to cancel and distribute the promissory note and report a taxable
               distribution to the Internal Revenue Service equal to the amount
               transferred from his Total Account to repay the loan.

8.3     LOAN FUND

        A separate loan fund shall not be established; instead, Participant
        loans shall be considered an asset of the investment fund which contains
        the least investment risk or such other fund selected by the Trustee.

                                                                            (46)
<PAGE>   53
8.4     LOANS TO PARTIES-IN-INTEREST

        (a)    Notwithstanding anything to the contrary in the Plan, Plan Loans
               shall be made available to Participants (either active or former)
               and Beneficiaries who are "parties-in-interest" as defined in
               Section 3(14) of ERISA, to the extent required by applicable law.

        (b)    The provisions of this Section 8.4 shall be null and void without
               amendment to the Plan in the event that by ruling of the
               Commissioner of Internal Revenue and/or the Secretary of Labor
               the rules herein set forth are no longer necessary to prevent any
               prohibited discrimination that may occur in the Plan's Loan
               program.

8.5     IN SERVICE WITHDRAWALS AFTER AGE 59-1/2

        A Participant who has attained age 59-1/2 and completed ten or more
        Years of Service may elect to withdraw all or any part of the vested
        portion of his Total Account, by submitting a written request to the
        Benefits Committee at least fifteen days prior to a Valuation Date.

        The amount to be withdrawn shall be taken from the Participant's Total
        Account in the following order, with the full amount available from each
        account to be fully withdrawn before any amount is taken from the next
        account:

        (a)    from the Participant's Rollover Account;
        (b)    from the Participant's Employer Matching Contribution Account;
        (c)    from the Participant's Regular Profit Sharing Account (to the
               extent vested);
        (d)    from the Participant's Cash Option Deferred Account;
        (e)    from the Participant's Supplemental Before-Tax Contribution
               Account; and 
        (f)    from the Participant's Basic Before-Tax Contribution Account.

        The distribution shall be made as soon as practicable following the
        Valuation Date following the date the application is received.

                                                                            (47)
<PAGE>   54
                                    ARTICLE 9

                            THE BENEFITS COMMITTEE


9.1    ESTABLISHMENT AND COMPOSITION

       The general administration of the Plan and the responsibility for
       carrying out its provisions shall be vested in the Benefits Committee,
       which shall be composed of at least three persons appointed from time to
       time by the Board to serve at its pleasure. The Benefits Committee shall
       be a "NAMED FIDUCIARY" of the Plan in accordance with Section 402(a) of
       ERISA.

       If at any time there shall be a vacancy in the membership of the Benefits
       Committee, the remaining member or members of the Committee shall
       continue to act until such vacancy is filled by action of the Board.

9.2    RULES AND REGULATIONS

       The Benefits Committee may from time to time establish rules,
       regulations, and procedures for the administration of the Plan and the
       conduct and transaction of its business and affairs.

9.3    POWERS AND DUTIES

       The Benefits Committee shall have and shall exercise complete
       discretionary authority to discharge its duties hereunder, including, but
       not limited to, the authority to interpret and construe the Plan to
       determine all questions of eligibility, duration of service, dates of
       birth, participation or retirement, allocation of benefits, value of
       benefits, and similarly related matters for the purpose of the Plan, the
       authority to prescribe forms to be used for designating Beneficiaries or
       for changing or revoking such designation, and the authority to take such
       other action not inconsistent with the Plan or with any action of the
       Board as it deems appropriate in order to administer the Plan. Any such
       construction, administration, interpretation or application shall be
       final, binding and conclusive upon all persons concerned.


                                                                            (48)
<PAGE>   55
9.4    INSTRUCTIONS

       The Benefits Committee shall, from time to time, issue instructions to
       the Trustee with respect to the payments to be made out of the Fund
       pursuant to the Plan.

9.5    ADMINISTRATION

       The Benefits Committee may retain or employ such legal, accounting and
       clerical assistance as it deems expedient in carrying out the provisions
       of the Plan, and may delegate to any member, or members of the Benefits
       Committee and/or any employee or employees of the Employer any
       ministerial or routine act or duty in connection with the administration
       of the Plan.

9.6    COMPENSATION OF BENEFITS COMMITTEE

       No Employee of the Employer who is a member of the Benefits Committee
       shall receive compensation for his services as a member, but a member of
       the Benefits Committee who is not an Employee may be compensated as the
       Board may determine.

9.7    PRUDENCE

       Any person serving as a member of the Benefits Committee shall use that
       standard of care, skill, prudence and diligence under the circumstances
       then prevailing that a prudent man acting in a like capacity and familiar
       with such matters would use in the conduct of an enterprise of a like
       character and with like aims.

9.8    CLAIMS PROCEDURE

       In the event that an Employee or Participant disagrees with any decision
       of the Benefits Committee regarding his rights to receive a benefit under
       the Plan, the amount of any such benefit, or any other factor affecting
       his rights under the Plan, the Employee or Participant may request a
       review of such decision, including a hearing before the full Benefits
       Committee concerning his rights. Such a request must be made in writing
       to the Benefits Committee within 60 days after receipt of such
       Committee's decision. The Employee or Participant shall be entitled to
       review documents pertinent to his claim and to submit issues and comments
       in writing to the Benefits Committee. The Benefits Committee shall within
       60 days after receiving the Employee's or Participant's request for a
       hearing, grant the


                                                                            (49)
<PAGE>   56
       Employee or Participant such a hearing, at which the Employee or
       Participant shall be entitled to have his attorney, or other person of
       his choice, present. Within 60 days after the request for a review is
       first received (or within 120 days after a request for a hearing is first
       received), the Benefits Committee shall issue a written decision to the
       Employee or Participant with respect to his case, giving specific reasons
       for its decision and specific references to the pertinent Plan provisions
       on which the decision is based.

9.9    INSURANCE

       The Benefits Committee shall have the right to purchase such insurance as
       it deems necessary to protect the Plan and the Fund from loss due to any
       breach of fiduciary responsibility by any person. Any premiums due on
       such insurance may be paid from Fund assets provided that, if such
       premiums are so paid, such policy of insurance must permit recourse by
       the insurer against the person who breaches his fiduciary responsibility.
       Nothing in this Section shall prevent the Benefits Committee or the
       Employer, at its, or his own expense, from providing insurance to any
       person to cover potential liability of that person as a result of a
       breach of fiduciary responsibility, nor shall any provisions of the Plan
       preclude the Employer from purchasing from any insurance company the
       right of recourse under any policy issued by such insurance company.


                                                                            (50)
<PAGE>   57
                                   ARTICLE 10

                                     TRUSTEE

10.1   INVESTMENT RESPONSIBILITY

       The responsibility for investment of the Trust Fund assets shall rest
       with the Trustee, except to the extent that the Trustee has delegated
       such responsibility to another Trustee or Trustees, as described in
       Section 10.5, or to an Investment Manager.

       The Trustee shall invest the assets of the Trust Fund in such stocks,
       bonds or other securities or certificates of participation or shares of
       any mutual investment company, trust or fund, or any other property of
       any kind, real or personal, tangible or intangible, as it may deem
       advisable, whether or not authorized under any present or future laws for
       the investment of trust funds, provided that the Trustee may hold funds
       of the Trust Fund uninvested without liability for interest if and to the
       extent that it may deem advisable from time to time; and the Trustee is
       authorized to commingle part or all of the assets of the Trust Fund in or
       with any one or more trusts created for the investments or collective
       investment of funds held under Employees' retirement benefit plans or
       trusts which are qualified within the meaning of and exempt from tax
       under the revenue laws of the United States, and permitted by existing or
       future rulings of the United States Treasury Department to pool their
       respective funds in a group trust, and the terms of any such collective
       investment trust shall be deemed incorporated herein and made a part
       hereof. The Trustee may accumulate and invest income.

       The Trustee, if a bank or trust company, is specifically authorized to
       maintain checking and earnings accounts in its own bank or trust company
       and is further authorized to purchase money market investments issued by
       itself. If otherwise permitted by law the Trustee may hold property in
       the name of a nominee without disclosure of its trust. No transfer agent,
       bank or other person dealing with the Trustee need inquire into the
       Trustee's authority to make transfers or need see to the application of
       property received by the Trustee.


                                      (51)
<PAGE>   58
10.2   CUSTODY

       The Trustee shall have the exclusive responsibility for custody of the
       Trust Fund, including any income, from and after the receipt of an
       Employer Contribution or other addition to the Trust Fund.

10.3   DISTRIBUTIONS

       The Trustee shall make distributions to Participants and their
       Beneficiaries in accordance with the written instructions of the Benefits
       Committee, observing the names, addresses and other similar instructions
       given by such Committee, and the Trustee shall have no other
       responsibility with respect to such distributions.

10.4   ALLOCATION OF RESPONSIBILITIES AMONG TRUSTEES REGARDING PLAN ASSETS

       If there shall be more than one Trustee, the Trustees shall jointly
       manage and control the assets of the Trust Fund, the Trustees may by
       agreement allocate any such specific responsibilities, obligations or
       duties among themselves as they deem advisable, including (without
       limitation) the duties of the Trustees respecting custody and
       registration of securities.

10.5   FIDUCIARY STATUS

       The Trustee is a fiduciary and shall discharge of its duties as set forth
       in the Plan and the requirements of law.

10.6   PLAN AND TRUST EXPENSES

      The Benefits Committee or the Sponsoring Employer may direct the Trustee
      to pay from the Trust Fund any or all expenses of administering the Plan
      and Trust, to the extent such expenses are reasonable. The Benefits
      Committee or the Sponsoring Employer will determine what constitutes a
      reasonable expense of administering the Plan and Trust, and whether such
      expenses shall be paid from the Trust Fund. Any such expenses not paid out
      of the Trust Fund shall be paid by the Sponsoring Employer; provided,
      however, that to the extent permitted by ERISA, the Benefits Committee or
      the Sponsoring Employer may direct the Trustee to reimburse the Sponsoring
      Employer out of the Trust Fund for a


                                                                            (52)
<PAGE>   59
       reasonable expense of administering the Plan which is paid by the
       Sponsoring Employer prior to a determination with respect to such
       expense.

10.7   RESIGNATION

       The Trustee may resign upon 30 days' prior written notice to the Benefits
       Committee.

10.8   TRUSTEE'S MISCELLANEOUS POWERS

       The Trustee shall have the following powers exercisable without leave of
       court and without limiting any power otherwise given to the Trustee:

       (a) VOTING. The Trustee may vote all securities held in the Trust Fund
           either directly or by proxy.

       (b) TRANSFERS. The Trustee may buy, sell, mortgage, grant a security
           interest in, lease (for any length of time) or otherwise deal with
           real or personal property on such terms as the Trustee deems proper;
           the Trustee shall take any action which the Benefits Committee
           directs regarding the sale or exchange of securities in connection
           with any merger or other reorganization described in the Code or
           otherwise; the Trustee may execute instruments of conveyance in such
           form as the Trustee deems proper.

       (c) CONTRACTS. The Trustee may make contracts binding upon the trust
           estate without assuming personal liability therefor.

       (d) LOANS. The Trustee may borrow and lend on such terms as the Trustee
           deems proper.

       (e) CLAIMS. The Trustee may pay a claim on such proof as the Trustee
           deems sufficient and may compromise disputed claims of or against the
           Trustee on such terms as the Trustee deems adequate.

       (f) BANKING TRANSACTIONS. The Trustee may authorize one or more persons
           to sign checks and other commercial paper and engage in banking
           transactions on behalf of the Trust Fund. A Trustee which is a bank
           may use its own banking facilities, to the extent permitted by law,
           for deposits of funds of the Trust Fund.


                                                                            (53)
<PAGE>   60
10.9   TRUSTEE'S ACCOUNTS

       The Trustee shall render periodic accounts to the Benefits Committee and
       the Employer. It shall have no duty to account to Participants and their
       Beneficiaries, who shall look exclusively to the Benefits Committee as
       Plan Administrator for disclosure and reporting.

       Within a reasonable time after the close of each fiscal year of the
       Employer, or of any termination of the duties of the Trustee hereunder,
       the Trustee shall prepare and deliver to the Benefits Committee an
       account of its acts and transactions as Trustee during such fiscal year
       or during such period from the close of the last fiscal year to the
       termination of the Trustee's duties, respectively, including a statement
       of the then current value of the Trust Fund. Any such account shall be
       deemed accepted and approved by the Benefits Committee, and the Trustee
       shall be relieved and discharged, as if such account had been settled and
       allowed by a judgment or decree of a court of competent jurisdiction,
       unless protested by written notice to the Trustee within 60 days of
       receipt thereof by the Benefits Committee.

       The Trustee or the Benefits Committee shall have the right to apply at
       any time to a court of competent jurisdiction for judicial settlement of
       any account of the Trustee not previously settled as herein provided or
       for the determination of any question of construction or for
       instructions. In any such action or proceeding it shall be necessary to
       join as parties only the Trustee and the Benefits Committee (although the
       Trustee may also join such other parties as it may deem appropriate), and
       any judgment or decree entered therein shall be conclusive.

10.10  INDEMNIFICATION OF TRUSTEE

       The Employer shall indemnify and hold harmless the Trustee for any
       liability or expenses, including without limitation reasonable attorney's
       fees, incurred by the Trustee with respect to taking such investment
       direction as the Benefits Committee may authorize, and, in addition, with
       respect to holding, managing, investing or otherwise administering the
       Trust Fund, except for its lack of good faith or lack of due care or
       except as may be judicially determined.


                                                                            (54)
<PAGE>   61
                                  ARTICLE 11

                             TOP HEAVY PROVISIONS

11.1   TOP HEAVY DEFINITIONS

       For purposes of this Article, the following terms shall have the meanings
       indicated below:

       (a) "KEY EMPLOYEE" means any employee or former employee (including any
           deceased employee) of an Employer or an Affiliated Employer who at
           any time during the Plan Year containing the Determination Date for
           the Plan Year in question, or any of the four preceding Plan Years
           is:

             (i) An officer of an Employer or Affiliated Employer, if such
                 individual received Annual Compensation (as defined below) of
                 more than 50% of the dollar limitation in effect under Section
                 415(b)(1)(A) of the Code. No more than 50 employees (or, if
                 lesser, the greater of 3 employees or 10% of the employees)
                 shall be treated as officers (exclusive of employees described
                 in Section 414(q)(8) of the Code).

            (ii) One of the 10 employees owning or considered as owning (within
                 the meaning of Section 416(i) of the Code) both more than a 1/2
                 percent ownership interest and one of the ten largest ownership
                 interests in an Employer or Affiliated Employer, if such
                 employee's Annual Compensation (as defined below) exceeds 100%
                 of the maximum annual limit under Section 415(c)(1)(A) of the
                 Code.

           (iii) A 5% owner of an Employer or Affiliated Employer. A "5% owner"
                 means a person owning (or considered as owning, within the
                 meaning of Section 416(i) of the Code) more than 5% of the
                 outstanding stock of an Employer or Affiliated Employer, or
                 stock possessing more than 5% of the total combined voting
                 power of all stock of an Employer or Affiliated Employer (or
                 having more than 5% of the capital or profits interest in any
                 Employer or Affiliated Employer that is not a corporation
                 determined under similar principles).

            (iv) A 1% owner of an Employer or Affiliated Employer having Annual
                 Compensation (as defined below) of more than $150,000. A "1%
                 owner"


                                                                            (55)
<PAGE>   62
                 means any person who would be described in paragraph (a)(iii)
                 above if "1%" were substituted for "5%" in each place where it
                 appears in paragraph (a)(iii).

                 A Key Employee shall be determined in accordance with the
                 provisions of Section 416(i) of the Code and the regulations
                 thereunder.

       (b) "ANNUAL COMPENSATION" means for years beginning after 1988, 415
           Compensation (as defined in Section 12.4(b)) in addition to any
           amounts contributed on behalf of the Employee by an Employer or an
           Affiliated Employer pursuant to a salary deferral agreement or cash
           option deferral under the Plan (or any other cash or deferred
           arrangement described in Section 401(k) of the Code) or a salary
           reduction agreement pursuant to a cafeteria plan established under
           Section 125 of the Code, or toward the purchase of an annuity
           described in Section 403(b) of the Code.

       (c) "DETERMINATION DATE" means the last day of the preceding Plan Year,
           except that for the first Plan Year the Determination Date is the
           last day of that Plan Year.

       (d) "AGGREGATION GROUP" means either:

             (i) A "REQUIRED AGGREGATION GROUP" which is each qualified plan of
                 an Employer or Affiliated Employer which provides benefits to a
                 Key Employee, and each other qualified plan of an Employer or
                 Affiliated Employer (including terminated plans maintained
                 within the five-year period ending on the Determination Date),
                 if any, which is included with such plan during the period of
                 five years ending on such plan's Determination Date for
                 purposes of meeting the requirements of Section 401(a)(4) or
                 Section 410 of the Code; or

            (ii) A "PERMISSIVE AGGREGATION GROUP" which is this Plan and each
                 other qualified plan of an Employer or Affiliated Employer
                 which in total would continue to meet the requirements of
                 Section 401(a)(4) and Section 410 of the Code with such other
                 qualified plan being taken into account (i.e., such other
                 qualified plan provides comparable benefits and satisfies the
                 coverage test).

       (e) "NON-KEY EMPLOYEE" means an employee who is not a Key Employee,
           including any employee who is a former Key Employee.


                                                                            (56)
<PAGE>   63
       (f) "VALUATION DATE" means the date used to calculate the value of
           account balances or accrued benefits for purposes of determining the
           top heavy ratio specified in Section 11.2.

           For purposes of this Plan, the Valuation Date shall be the
           Determination Date. For each other plan, the Valuation Date shall be,
           subject to Section 416 of the Code, the most recent Valuation Date
           which falls within or ends within the period of twelve months ending
           on the applicable determination date for such plan.

       (g) "EMPLOYEE," "FORMER EMPLOYEE," "KEY EMPLOYEE" and "NON-KEY EMPLOYEE"
           shall also include Beneficiaries of such an employee.

11.2   DETERMINATION OF TOP HEAVY STATUS

       The Plan shall be deemed a top heavy plan for a Plan Year if, as of a
       Valuation Date, the sum of the account balances of Key Employees under
       this Plan and all other defined contribution plans in the Aggregation
       Group, and the present value of accrued benefits of Key Employees under
       all defined benefit plans in the Aggregation Group exceeds 60% of the sum
       of the account balances of all Participants under this Plan and all other
       defined contribution plans in the Aggregation Group and the present value
       of accrued benefits of all Participants under all defined benefit plans
       in the Aggregation Group (but excluding participants who are former Key
       Employees). When aggregating plans, the value of account balances and
       accrued benefits will be calculated with reference to the Determination
       Dates that fall within the same calendar year.

       For purposes of this test, the following rules shall apply:

       (a) Subject to paragraph (b) below, any distributions made during the
           five Plan Years ending on the Determination Date shall be taken into
           account.

       (b) For Plan Years commencing after December 31, 1984, the accounts of
           all former employees who have not been credited with at least one
           Hour of Service during the period of five years ending on the
           Determination Date shall be disregarded, provided, however, that if
           such former Employee again completes an Hour of Service with the
           Employer after such five year period, such former Employee's accounts
           shall be taken into consideration.


                                                                            (57)
<PAGE>   64
       (c) If an employee is a Non-Key Employee for the Plan Year containing the
           Determination Date, but such individual was a Key Employee during any
           previous Plan Year, the value of his accounts shall not be taken into
           consideration.

       (d) Solely for purposes of determining if the Plan or any other plan in
           the Required Aggregation Group is a top heavy plan for a Plan Year,
           the accrued benefits of Non-Key Employees under any defined benefit
           plans shall be determined for Plan Years beginning after 1986 under
           the method, if any, which is uniformly applied for accrual purposes
           under all defined benefit plans maintained by an Employer or
           Affiliated Employer or, if there is no such method, as if such
           benefit accrued not more rapidly than under the slowest accrual rate
           permitted under Section 411(b)(1)(C) of the Code.

       (e) The determination of the present value of accrued benefits under all
           defined benefit plans in the Aggregation Group shall be based on the
           interest rate and mortality table specified in the qualified defined
           benefit plan maintained by the Sponsoring Employer.

       In no event shall the Plan be considered top heavy if it is part of a
       Required Aggregation Group or a Permissive Aggregation Group which is not
       top heavy.

11.3   PROCEDURES IN THE EVENT OF TOP HEAVY STATUS

       Notwithstanding any other provision of the Plan to the contrary, for any
       Plan Year in which the Plan is deemed to be top heavy, the following
       provisions shall apply:

       (a) Minimum Vesting - Any Participant who completes an Hour of Service in
           a Plan Year in which the Plan is deemed to be top heavy shall have a
           nonforfeitable interest in the Employer Profit Sharing Contribution
           made on his behalf to his Regular Profit Sharing Account for such
           Plan Year. Furthermore, if the vesting schedule under the Plan for
           any Plan Year shifts into or out of the above schedule because of the
           Plan's top heavy status, such shift shall be regarded as an amendment
           to the Plan's vesting schedule and the provisions of Section 7.4
           shall be applied.

       (b) Minimum Contribution - The Employer shall make a minimum contribution
           for each Participant who is a Non-Key Employee and who is employed by
           an Employer or Affiliated Employer on the last day of the Plan Year
           as follows:


                                                                            (58)
<PAGE>   65
             (i) If the Participant is also a participant in a defined benefit
                 plan or another defined contribution plan sponsored by an
                 Employer or Affiliated Employer which provides a top heavy
                 minimum benefit, then the minimum contribution to this Plan is
                 0%.

            (ii) If the Participant is also a participant in a defined benefit
                 plan or another defined contribution plan sponsored by an
                 Employer or Affiliated Employer which provides a top heavy
                 minimum benefit offset by the minimum benefit under this Plan,
                 or if the Participant is not a participant in any other defined
                 benefit plan or defined contribution plan sponsored by the
                 Employer, then the minimum contribution to this Plan is the
                 lesser of:

                 (A)  3% of the Participant's Section 415 Compensation (as
                      defined in Section 12.4(b)) for such Plan Year, or

                 (B)  The largest percentage of Employer contributions, as a
                      percentage of Section 415 Compensation (as defined in
                      Section 12.4(b)), allocated to the Total Account of any
                      Key Employee for such Plan Year.

                 For purposes of this paragraph (b)(ii), Participants shall also
                 include Eligible Employees who have waived participation in
                 this Plan, if applicable.

       (c) In any Plan Year in which the Plan is top heavy, but not super top
           heavy (substituting 90% for 60% in Section 11.2 above), Section
           12.4(e) shall be applied by substituting "1.0" for "1.25," unless
           subparagraph (b)(ii)(A) above is amended to substitute "4%" for "3%"
           therein.

       (d) In any Plan Year in which the Plan is super top heavy (substituting
           90% for 60% in Section 11.2), the factor of "1.25" shall be changed
           to "1.0" in Section 12.4(e).

       (e) In any Plan Year that the Plan ceases to be top heavy, the above
           provisions shall no longer apply, except that the portion of a
           Participant's Regular Profit Sharing Account which was vested
           pursuant to paragraph (a) above shall remain vested.

       (f) The minimum allocation provisions of paragraph (b) above shall, to
           the extent necessary, be satisfied by special contributions made by
           the Employer for that purpose. Neither Before-Tax Contributions nor
           Employer Matching Contributions


                                      (59)
<PAGE>   66
           shall be taken into account in satisfying the minimum allocation
           provisions of paragraph (b) above.

       (g) The provisions of this Section 11.3 above shall not apply to any
           Employee included in a unit of Employees covered by a collective
           bargaining agreement if, within the meaning of Section 416(i)(4) of
           the Code, retirement benefits were the subject of good faith
           bargaining.


                                                                            (60)
<PAGE>   67
                                   ARTICLE 12

                            MISCELLANEOUS PROVISIONS


12.1   SPENDTHRIFT PROVISION

       No benefit payable under the Plan will, except as otherwise specifically
       provided by law, be subject in any manner to anticipation, alienation,
       sale, transfer, assignment, pledge, encumbrance or charge, and any
       attempt so to anticipate, alienate, sell, transfer, assign, pledge,
       encumber or charge the same will be void; nor will any benefit be in any
       manner liable for or subject to the debts, contracts, loans, liabilities,
       engagements or torts of the person entitled thereto, except for any loans
       or other indebtedness due the Trust Fund within the limitations stated in
       Section 4975(d)(3) of the Code and 1.401(a)-13 of the Code of Federal
       Regulations or similar substitute provisions of applicable regulation.
       Upon the occurrence or threatened occurrence of any act or thing in
       violation of or contrary to the foregoing provision, then the benefit
       affected will, in the discretion of the Benefits Committee, cease and
       terminate, and in that event the Benefits Committee will make or hold the
       payments which would otherwise be payable on account thereof to or for
       the benefit of the Participant or Beneficiary involved, his spouse,
       children or other dependents, or any of them, in such manner and in such
       proportion as the Benefits Committee may deem proper.

       This provision shall not apply to a Qualified Domestic Relations Order,
       and those other domestic relations orders permitted to be so treated by
       the Administrator under the provisions of the Retirement Equity Act of
       1984. The Administrator shall establish a written procedure to determine
       the qualified status of domestic relations orders and to administer
       distributions under such qualified orders. Further, to the extent
       provided under a Qualified Domestic Relations Order, a former spouse of a
       Participant shall be treated as the Spouse or surviving Spouse for all
       purposes under the Plan.

12.2   BONDING

       The requirement of giving bond by any Trustee or other fiduciary or of
       giving surety on any bond shall be dispensed with to the extent permitted
       or required by applicable law.


                                                                            (61)
<PAGE>   68
12.3   NO CONTRACTUAL OBLIGATIONS

       This Plan shall not constitute an express or implied contract between the
       Employer and any Participant and nothing contained herein shall give to
       any Employee or Participant the right to be retained in the employ of the
       Employer or to interfere with the management of the Employer's business
       or, except as otherwise provided by law, the right of the Employer to
       discharge any Employee or Participant at any time, nor shall it give the
       Employer the right to require any Employee to remain in its employ, nor
       shall it interfere with the right of any Employee to terminate his
       employment at any time.

12.4   LIMITATIONS ON CONTRIBUTIONS

       (a) The maximum annual addition that may be contributed or allocated to a
           Participant's accounts under this Plan, all other defined
           contribution plans, all individual medical accounts (as defined in
           Section 415(l)(2) of the Code) which are part of a defined benefit
           plan, and, with respect to contributions paid or accrued after
           December 31, 1985, all separate accounts for post-retirement medical
           benefits of key employees (as defined in Section 419A(d)(3) of the
           Code) under a welfare benefit fund (as defined in Section 419(e) of
           the Code), maintained by all Employers and Affiliated Employers for
           any Limitation Year commencing on or after January 1, 1987 shall not
           exceed the lesser of (i) or (ii) below:

             (i) $30,000 (or, if greater, 25% of the defined benefit dollar
                 limitation in effect under Section 415(b)(1)(A) of the Code for
                 the Limitation Year), or

            (ii) 25% of the Participant's "Section 415 Compensation" (as defined
                 in paragraph (b) below) for such Limitation Year.

       (b) The term "Section 415 Compensation" means wages, salaries, and fees
           for professional services and other amounts received from the
           Employer and all Affiliated Employers during the Limitation Year
           (without regard to whether or not an amount is paid in cash) for
           personal services actually rendered in the course of employment with
           the Employer, to the extent such amounts are includable in gross
           income, including, but not limited to, overtime pay, tips, bonuses,
           commissions to paid salesmen, compensation for services on the basis
           of a percentage of profits, commissions on insurance premiums, fringe
           benefits, reimbursements, and expense allowances, and excluding the
           following:


                                                                            (62)
<PAGE>   69
             (i) amounts contributed by the Employer or Affiliated Employer on
                 behalf of the Employee pursuant to a salary deferral agreement
                 under this Plan or any other cash or deferred arrangement
                 described in Section 401(k) of the Code, to any salary
                 reduction agreement pursuant to a cafeteria plan established
                 under Section 125 of the Code, or to any other plan of deferred
                 compensation, and which are not includable in the Employee's
                 gross income for the taxable year in which contributed, or any
                 distributions from a plan of deferred compensation;

            (ii) amounts realized from the exercise of a non-qualified stock
                 option, or when restricted stock (or property) held by the
                 Employee either becomes freely transferable or is no longer
                 subject to a substantial risk of forfeiture;

           (iii) amounts realized with respect to the sale, exchange, or other
                 disposition of stock acquired under a qualified stock option;
                 and

            (iv) other amounts which receive special tax benefits, or
                 contributions made by the Employer (whether or not under a
                 salary reduction agreement) towards the purchase of an annuity
                 described in Section 403(b) of the Code (whether or not the
                 amounts are excludable from the Employee's gross income).

           For Limitation Years beginning after December 31, 1991, for purposes
           of applying the limitations of this Section, the term "Section 415
           Compensation" means the compensation actually paid or includable in
           the Employee's gross income for the Limitation Year.

       (c) For purposes of the Plan, an annual addition consists of the amounts
           allocated to a Participant's accounts during the Limitation Year that
           constitute:

             (i) Employer Contributions (including Cash Option Deferrals) and
                 forfeitures allocable to a Participant under all plans (or
                 portions thereof) maintained by the Employer subject to Section
                 415(c) of the Code;

            (ii) the Participant's employee contributions under all such plans
                 (or portions thereof); and


                                                                            (63)
<PAGE>   70
           (iii) amounts allocated after March 31, 1984 to an individual medical
                 account (as defined in Section 415(l)(2) of the Code) under a
                 pension or annuity plan maintained by the Employer, or amounts
                 derived from contributions paid or accrued after December 31,
                 1985, in taxable years ending after such date, which are
                 attributable to post-retirement medical benefits, allocated to
                 the separate account of a key employee (as defined in Section
                 419(A)(d)(3) of the Code) under a welfare benefit fund (as
                 defined in Section 419(e) of the Code) maintained by the
                 Employer.

           Any excess amount applied under paragraph (d) below in the Limitation
           Year to reduce Employer Contributions shall be considered annual
           additions for such Limitation Year.

           A Participant's employee contributions as described in clause (ii)
           above shall be determined without regard to any rollover
           contributions, any employee contributions transferred directly from
           another plan qualified under Section 401(a) of the Code, or any Loan
           repayments.

           Employer and employee contributions taken into account as annual
           additions shall include "excess contributions" as defined in Section
           401(k)(8)(B) of the Code, "excess aggregate contributions" as defined
           in Section 401(m)(6)(B) of the Code, and "excess deferrals" as
           defined in Section 402(g) of the Code, regardless of whether such
           amounts are distributed or forfeited, unless such amounts constitute
           "excess deferrals" that were distributed to the Participant no later
           than April 15 of the taxable year following the taxable year of the
           Participant in which such deferrals were made.

       (d) In the event a Participant's total annual additions for a Limitation
           Year exceed the limitations of paragraph (a) above, Employer
           Contributions otherwise required with respect to such Participants
           under Article 5 shall be reduced to the extent necessary to comply
           with the limitations of paragraph (a) above. If such reduction is not
           effected in time to prevent such allocations for any Limitation Year
           from exceeding the limitations of paragraph (a), such excess amount
           shall, if permissible under Income Tax Regulation 1.415-6(b)(6)(iv),
           be distributed to the Participant. If such excess amount is not
           distributed, it shall be used to reduce Employer Contributions for
           such Participant in the next Limitation Year, and each succeeding
           Limitation Year, if necessary, provided that if the Participant is
           not covered by the Plan at the end of the current Limitation Year,
           the portion exceeding the limitation set forth in paragraph (a)


                                                                            (64)
<PAGE>   71
           above shall be held unallocated in a suspense account for such
           Limitation Year, and shall be reallocated in the next Limitation
           Year to the accounts of other Participants to the extent such
           allocations do not exceed the limitations of paragraph (a) above.

           All amounts held in the suspense account shall be used to reduce
           future Employer Contributions for all remaining Participants in
           succeeding Limitation Years (subject to the limitations of paragraph
           (a) above) before any Employer Contributions or Before-Tax
           Contributions which would constitute annual additions may be made to
           the Plan for the Limitation Year.

           If a suspense account is in existence at any time during a Limitation
           Year, it will participate in the allocation of the Trust Fund's
           investment gains or losses.

           Upon termination of the Plan, any unallocated amounts remaining in a
           suspense account shall be allocated to the extent possible under this
           Section for the Limitation Year of termination. Any amount remaining
           in such suspense account upon termination of the Plan shall be
           returned to the Employer, notwithstanding any other provision of the
           Plan or Trust Agreement.

       (e) If the Employer maintains, or at any time maintained, a qualified
           defined benefit plan covering any Participant in this Plan, the sum
           of the Participant's defined benefit plan fraction and defined
           contribution plan fraction (as described below) for any Limitation
           Year shall not exceed 1.0.

           The DEFINED BENEFIT PLAN FRACTION for any Limitation Year is a
           fraction, the numerator of which is the sum of the Participant's
           projected annual benefits under all defined benefit plans (whether or
           not terminated) maintained by the Employer, and the denominator of
           which is the lesser of 1.25 times the dollar limit determined under
           Sections 415(b) and 415(d) of the Code for the Limitation Year, or
           1.4 times 100% of the Participant's highest average annual Section
           415 Compensation (including any adjustments under Section 415(b) of
           the Code) for any three consecutive years.

           The DEFINED CONTRIBUTION PLAN FRACTION for any Limitation Year is a
           fraction, the numerator of which is the sum of the annual additions
           to the Participant's accounts under all defined contribution plans
           (whether or not terminated) maintained by the Employer for the
           current and all prior Limitation Years (including the annual
           additions attributable to the Participant's nondeductible employee
           contributions to all


                                      (65)
<PAGE>   72
           defined benefit plans (whether or not terminated) maintained by the
           Employer, and the annual additions attributable to all welfare
           benefit funds, as defined in Section 419(e) of the Code, and
           individual medical accounts, as defined in Section 415(l)(2) of the
           Code) maintained by the Employer, and the denominator of which is the
           sum of the maximum aggregate amounts for the current and all prior
           Limitation Years of service with the Employer (regardless of whether
           a defined contribution plan was maintained by the Employer). The
           maximum aggregate amount in any Limitation Year is the lesser of 1.25
           times the dollar limitation determined under Sections 415(b) and
           415(d) of the Code in effect under Section 415(c)(1)(A) of the Code,
           or 35% of the Participant's Section 415 Compensation for such
           Limitation Year.

           Any adjustment necessary to comply with the limitations of this
           paragraph (e) shall be made in the Participant's benefit payable
           under the relevant defined benefit plan; but under no circumstances
           may the accrued benefit of a Participant in a defined benefit plan
           decrease as a result of a Plan amendment to change the combined plan
           limits.

       (f) For purposes of this Section, the Employer and all Affiliated
           Employers shall be considered one employer, and the limitations shall
           be applicable to the total benefits received from the Employer and
           all Affiliated Employers. Furthermore, in determining who is an
           Affiliated Employer for this purpose, the phrase "more than 50%"
           shall be substituted for "at least 80%" each place it appears in
           Section 1563(a)(i) of the Code.

12.5   NONDISCRIMINATION LIMITATIONS ON PARTICIPANT CONTRIBUTIONS AND EMPLOYER
       MATCHING CONTRIBUTIONS

       (a) For purposes of this Section, the following terms shall have the
           meaning indicated below:

             (i) "ACTUAL DEFERRAL PERCENTAGE" means the average (expressed as a
                 percentage) of the deferral percentages of Eligible Employees
                 in a group. An Eligible Employee's deferral percentage is equal
                 to the ratio (expressed as a percentage) of the Employee's
                 Before-Tax Contributions and Cash Option Deferrals (including
                 any Before-Tax Contributions and Cash Option Deferrals returned
                 to the Employee pursuant to Section 4.5(b) but excluding
                 Before-Tax Contributions and Cash Option Deferrals returned to
                 the Employee pursuant to Section 12.4(d) contributed to the
                 Trust Fund in the Plan Year to the


                                      (66)
<PAGE>   73
                 Eligible Employee's Compensation for that Plan Year. The
                 individual ratios and the percentages for any groups of
                 individuals shall be calculated to the nearest one-hundredth
                 of one percent (.01%).

            (ii) "ACTUAL CONTRIBUTION PERCENTAGE" means the average (expressed
                 as a percentage) of the contribution percentages of Eligible
                 Employees in a group. An Eligible Employee's contribution
                 percentage is equal to the ratio of the Employer Matching
                 Contributions contributed to the Trust Fund in the Plan Year to
                 the Eligible Employee's Compensation for that Plan Year. The
                 individual ratios and the percentages for any groups of
                 individuals shall be calculated to the nearest one-hundredth of
                 one percent (.01%).

           (iii) "ELIGIBLE EMPLOYEE" means any Employee of the Employer who,
                 during the Plan Year, is eligible to make Before-Tax
                 Contributions or Cash Option Deferrals in accordance with the
                 provision of Sections 4.1 and 5.1 respectively, or who is
                 eligible to receive Employer Matching Contributions in
                 accordance with the provisions of Section 5.2. An individual
                 shall be treated as an Eligible Employee for a Plan Year if he
                 so qualifies for any part of the Plan Year.

            (iv) "COMPENSATION" means the Employee's Section 415 Compensation
                 (as defined in Section 12.4(b)) but not in excess of the limit
                 under Section 401(a)(17) of the Code, and including any amounts
                 contributed by the Employer or an Affiliated Employer on behalf
                 of the Employee pursuant to a salary deferral agreement or cash
                 option deferral under this Plan (or any other cash or deferred
                 arrangement described in Section 401(k) of the Code) or a
                 salary reduction agreement pursuant to a cafeteria plan
                 established under Section 125 of the Code, or toward the
                 purchase of an annuity described in Section 403(b) of the Code.

                 Notwithstanding the foregoing, in determining the amount of
                 Compensation to be taken into account for purposes of this
                 Section, the Employer may limit the period used to determine an
                 Employee's Compensation for the Plan Year to the portion of the
                 Plan Year in which the Employee was an Eligible Employee (as
                 defined in subparagraph (iii) above), provided that this limit
                 is applied uniformly to all Eligible Employees with respect to
                 such Plan Year.


                                      (67)
<PAGE>   74
       (b) For purposes of determining the Actual Deferral Percentage and Actual
           Contribution Percentage of an Eligible Employee who is a 5% owner or
           one of the ten most Highly Compensated Employees, and, for purposes
           of determining his excess contributions and excess aggregate
           contributions, if any, the Compensation, Before-Tax Contributions,
           Cash Optional Deferrals, and Employer Matching Contributions of such
           Employee shall include the Compensation, Before-Tax Contributions,
           Cash Option Deferrals, and Employer Matching Contributions for the
           Plan Year of his family members. For this purpose, the term "family
           member" means such Employee's Spouse and lineal ascendants and
           descendants, and the spouses of such lineal ascendants and
           descendants. Family members shall be disregarded in determining the
           Actual Deferral Percentage and Actual Contribution Percentage for
           Eligible Employees who are not 5% owners or among the ten most Highly
           Compensated Employees.

       (c) If more than one plan providing for a cash or deferred arrangement,
           or for matching contributions, or employee contributions (within the
           meaning of Sections 401(k) and 401(m) of the Code) is maintained by
           the Employer or an Affiliated Employer, then the individual ratios of
           any Highly Compensated Employee who participates in more than one
           such plan or arrangement shall, for purposes of determining the
           individual's Actual Contribution Percentage and Actual Deferral
           Percentage, be determined as if all such arrangements were a single
           plan or arrangement. If a Highly Compensated Employee participates in
           two or more cash or deferred arrangements that have different plan
           years, all cash or deferred arrangements ending with or within the
           same calendar year shall be treated as a single arrangement.
           Notwithstanding the foregoing, plans that are mandatorily
           disaggregated pursuant to regulations under Section 401(k) of the
           Code shall not be aggregated for purposes of this paragraph but shall
           be treated as separate plans.

       (d) In the event that this Plan satisfies the requirements of Sections
           401(a)(4) and 410(b) of the Code only if aggregated with one or more
           other plans, and for Plan Years beginning after December 31, 1988 all
           such plans have the same Plan Year, then this Section shall be
           applied by determining the Actual Deferral Percentage and Actual
           Contribution Percentage of Eligible Employees as if all such plans
           were a single plan.

       (e) In accordance with the nondiscrimination requirements of Section
           401(k) of the Code, the Committee shall establish a Compensation
           Deferral Limit with respect to Before-Tax Contributions and the Cash
           Option Share credited to a Participant's Total


                                      (68)
<PAGE>   75
           Account during a Plan Year and may adjust such deferral limit (in
           accordance with paragraph (g)(i) below) from time to time during the
           Plan Year in order to satisfy one of the following tests:

             (i) The Actual Deferral Percentage of the group of Eligible
                 Employees who are Highly Compensated Employees for the Plan
                 Year shall not exceed the Actual Deferral Percentage of the
                 group of Eligible Employees who are Nonhighly Compensated
                 Employees for the same Plan Year multiplied by 1.25.

            (ii) The Actual Deferral Percentage of the group of Eligible
                 Employees who are Highly Compensated Employees for the Plan
                 Year shall not exceed the Actual Deferral Percentage of the
                 group of Eligible Employees who are Nonhighly Compensated
                 Employees for the same Plan Year multiplied by two, provided
                 that the Actual Deferral Percentage for such Highly Compensated
                 Employees is not more than two percentage points higher than
                 the Actual Deferral Percentage for such Nonhighly Compensated
                 Employees.

       (f) In accordance with the nondiscrimination requirements of Section
           401(m) of the Code, the Committee shall establish a Contribution
           Percentage Limit with respect to Employer Matching Contributions
           credited to a Participant's Total Account, and may adjust such
           percentage limit (in accordance with paragraph (g)(i) below) from
           time to time during the Plan Year in order to satisfy one of the
           following tests:

             (i) The Actual Contribution Percentage of the group of Eligible
                 Employees who are Highly Compensated Employees for the Plan
                 Year shall not exceed the Actual Contribution Percentage of the
                 group of Eligible Employees who are Nonhighly Compensated
                 Employees for the same Plan Year multiplied by 1.25.

            (ii) The Actual Contribution Percentage of the group of Eligible
                 Employees who are Highly Compensated Employees for the Plan
                 Year shall not exceed the Actual Contribution Percentage of the
                 group of Eligible Employees who are Nonhighly Compensated
                 Employees for the same Plan Year, multiplied by two, provided
                 that the Actual Contribution Percentage for such Highly
                 Compensated Employees is not more than two percentage points
                 higher than the Actual Contribution Percentage for such
                 Nonhighly Compensated Employees.


                                                                            (69)
<PAGE>   76
       (g) The Committee may take the following actions to assure compliance
           with the nondiscrimination limitations of Section 401(k) and/or
           Section 401(m) of the Code:

            (i)  If the average percentages described in paragraphs (e) and/or
                 (f) above applicable to the group of Eligible Employees who are
                 Highly Compensated Employees are expected to exceed the maximum
                 average percentage necessary to comply with the rules described
                 in said paragraphs, the Committee may direct that the Actual
                 Deferral Percentage and/or the Actual Contribution Percentage,
                 as the case may be, for each member of such group of Highly
                 Compensated Employees be reduced, prospectively only, beginning
                 with the Highly Compensated Employee whose Actual Deferral
                 Percentage or Actual Contribution Percentage, as the case may
                 be, is the highest so that the limit is not exceeded.

            (ii) If the average percentages described in paragraphs (e) and/or
                 (f) above applicable to the group of Eligible Employees who are
                 Highly Compensated Employees exceed the maximum average
                 percentage necessary to comply with the rules described in said
                 paragraphs, the Committee shall direct the successive
                 reductions of the highest individual Actual Deferral Percentage
                 and/or Actual Contribution Percentage attributable to one or
                 more members of such group of Highly Compensated Employees
                 (beginning with the Highly Compensated Employee whose Actual
                 Deferral Percentage or Actual Contribution Percentage, as the
                 case may be, is the highest) until the average percentage for
                 such group of Highly Compensated Employees does not exceed the
                 applicable limit.

           The reduction of a Highly Compensated Employee's Actual Deferral
           Percentage and/or Actual Contribution Percentage shall be made in
           accordance with the following procedure:

           FIRST, if a Highly Compensated Employee's Actual Deferral Percentage
           for the Plan Year exceeds the limit described in paragraph (e) above,
           his Actual Deferral Percentage shall be reduced by returning to him
           all (or a portion) of the amount contributed for such Plan Year in
           excess of such limit.


                                                                            (70)
<PAGE>   77
           Any amounts to be returned shall first be reduced, but not below
           zero, by any excess deferrals contributed for the Plan Year and
           previously returned to the Employee in the taxable year ending with
           or within that Plan Year pursuant to Section 4.5.

           The reduction of excess contributions shall be made by first reducing
           the Participant's Supplemental Before-Tax Contributions and, if that
           is insufficient, by reducing his Basic Before-Tax Contributions and,
           if that is insufficient, by reducing his Cash Option Deferrals.

           SECOND, in the case of a Participant to whom Basic Before-Tax
           Contributions are returned, the amount of his Employer Matching
           Contributions shall be reduced by distributing to the Participant his
           Employer Matching Contributions that were attributable to such Basic
           Before-Tax Contributions.

           THIRD, if a Highly Compensated Employee's Actual Contribution
           Percentage for the Plan Year exceeds the limit described in paragraph
           (f) above, his Actual Contribution Percentage shall be reduced by
           returning to him the amount contributed for such Plan Year in excess
           of such limit.

           The reduction of excess aggregate contributions shall be made by
           distributing Employer Matching Contributions to the Participant on a
           pro rata basis.

           Contributions which are returned, forfeited or distributed shall be
           adjusted for allocable gains and losses for the Plan Year with
           respect to which the contributions were made in accordance with the
           method described below for such contributions.

           ALLOCATING INCOME TO EXCESS CONTRIBUTIONS. Excess contributions shall
           be adjusted for allocable gains or losses for the Plan Year in which
           such excess contributions arose by multiplying the gains or losses
           credited to the Participant's Basic and Supplemental Before-Tax
           Contribution Accounts and Cash Option Deferred Account for such Plan
           Year by a fraction, the numerator of which is the Participant's
           excess contributions for the Plan Year, and the denominator of which
           is the sum of (i) the balance in the Participant's Basic and
           Supplemental Before-Tax Contribution Accounts and Cash Option
           Deferred Account as of the beginning of the Plan Year, and (ii) the
           amount of Before-Tax Contributions and Cash Option Deferrals credited
           to the Participant's Total Account for the Plan Year.


                                                                            (71)
<PAGE>   78
           ALLOCATING INCOME TO EXCESS AGGREGATE CONTRIBUTIONS. Excess aggregate
           contributions shall be adjusted for allocable gains or losses for the
           Plan Year in which such excess aggregate contributions arose by
           multiplying the gains or losses credited to the Participant's
           Employer Matching Contribution Account for such Plan Year by a
           fraction, the numerator of which is the Participant's excess
           aggregate contributions for the Plan Year, and the denominator of
           which is the sum of (i) the balance in the Participant's Employer
           Matching Contribution Account as of the beginning of the Plan Year,
           and (ii) the amount of Employer Matching Contributions credited to
           the Participant's Total Account for the Plan Year.

           Excess contributions and excess aggregate contributions (and income
           allocable thereto) shall be returned, distributed, or, if applicable,
           forfeited, not later than the last day of the Plan Year following the
           close of the Plan Year in which such excess arose. Excess
           contributions shall be allocated to Participants who are subject to
           the family aggregation rules of Section 414(q)(6) of the Code in the
           manner prescribed by applicable regulations.

       (i) For purposes of this Section, the "aggregate limit" for any Plan Year
           shall mean a percentage equal to the greater of (i) or (ii) below:

             (i) The percentage equal to the sum of (A) and (B) below:

                 (A) 125% of the greater of:

                      (1)  The Actual Deferral Percentage for Eligible Employees
                           who are Nonhighly Compensated Employees for the Plan
                           Year, or

                      (2)  The Actual Contribution Percentage of such Eligible
                           Employees, and

                 (B)  2% plus the lesser of (A)(1) or (A)(2) above. In no event,
                      however, shall this percentage exceed 200% of the lesser
                      of (A)(1) or (A)(2) above.

            (ii) The percentage equal to the sum of (A) and (B) below:

                 (A) 125% of the lesser of:


                                                                            (72)
<PAGE>   79
                      (1)  The Actual Deferral Percentage for Eligible Employees
                           who are Nonhighly Compensated Employees for the Plan
                           Year, or

                      (2)  The Actual Contribution Percentage of such Eligible
                           Employees, and

                 (B)  2% of the greater of (A)(1) or (A)(2) above. In no event,
                      however, shall this percentage exceed 200% of the greater
                      of (A)(1) or (A)(2) above.

           The "aggregate limit" shall be calculated to the nearest
           one-hundredth of one percent (.01%).

           The "aggregate limit" shall be applied to reduce allocations
           otherwise permissible for a Plan Year if after application of
           paragraph (g) above the sum of the average percentages described in
           paragraphs (e) and (f) above applicable to the group of Eligible
           Employees who are Highly Compensated Employees exceeds the "aggregate
           limit" for such Plan Year.

           The "aggregate limit" shall not apply to reduce allocations otherwise
           permissible for a Plan Year unless the Actual Deferral Percentage and
           the Actual Contribution Percentage for Eligible Employees who are
           Highly Compensated Employees for the Plan Year each exceed 125% of
           the corresponding percentages determined for Eligible Employees who
           are Nonhighly Compensated Employees for the Plan Year.

           The reduction of the Actual Contribution Percentage and/or Actual
           Deferral Percentage of the group of Eligible Employees who are Highly
           Compensated Employees shall be applied to those Highly Compensated
           Employees who are eligible to make Before-Tax Contributions or Cash
           Option Deferrals, or are eligible to receive Employer Matching
           Contributions. Reductions shall be made in the manner described in
           paragraph (g) above to the extent necessary to comply with the
           aggregate limit, except that the reductions shall be applied first to
           reduce Actual Contribution Percentages and then, if necessary, to
           reduce Actual Deferral Percentages.

       (j) The Committee shall maintain sufficient records to demonstrate that
           the Plan satisfies the nondiscrimination tests described in
           paragraphs (e) and (f) above.


                                                                            (73)
<PAGE>   80
12.6   LEASED EMPLOYEES

       For purposes of the Plan, the term "leased employee" means any person who
       would not otherwise be considered an Employee but who, pursuant to an
       agreement between the Employer or an Affiliated Employer and a leasing
       organization (within the meaning of Section 414(n)(2) of the Code) has
       performed services for the Employer or Affiliated Employer on a
       substantially full time basis for a period of at least one year, and such
       services are of a type historically performed by employees in the
       business field of the Employer or Affiliated Employer. Contributions or
       benefits provided a leased employee by the leasing organization which are
       attributable to services performed for the Employer or Affiliated
       Employer shall be treated as provided by the Employer or Affiliated
       Employer.

       A leased employee shall not be considered an Employee if:

       (a) Such individual is covered by a money purchase pension plan providing
           (i) a nonintegrated employer contribution rate of at least ten
           percent of his or her "Section 415 Compensation" (as defined in
           Section 12.4(b)), but including amounts contributed pursuant to a
           salary reduction agreement which are not includable in gross income
           under Section 125, 402(a)(8), 402(h), or 403(b) of the Code, (ii)
           immediate participation, and (iii) full and immediate vesting; and

       (b) leased employees constitute twenty percent or less of the Employer's
           or Affiliated Employer's nonhighly compensated workforce (within the
           meaning of Section 414(n)(5)(C)(ii) of the Code).

12.7   EXCLUSIVE BENEFIT OF PARTICIPANTS

       All assets of the Trust Fund shall be held for the exclusive purposes of
       providing benefits to Participants and Beneficiaries under the Plan and
       defraying reasonable expenses of administering the Plan. Except as
       otherwise provided in the Plan, or permitted by law, in no event shall it
       be possible, under the Plan for any part of the assets of the Trust Fund,
       whether principal or income, to be used for, or diverted to, purposes
       other than those stated herein.

12.8   RETURN OF CONTRIBUTIONS

       Nothing herein shall prohibit a return to the Employer, within one year
       after payment, of excess sums contributed to the Trust Fund as a result
       of a mistake of fact.


                                                                            (74)
<PAGE>   81
       In the event that the Commissioner of Internal Revenue (or his delegate)
       determines that the Plan is not initially qualified under the Code, any
       Employer contributions made to the Plan shall be returned to the Employer
       within one year after the date the initial qualification is denied,
       provided application for qualification is made by the time prescribed by
       law for filing the Employer's return for the Fiscal Year in which the
       Plan is adopted, or such later date as the Secretary of the Treasury may
       prescribe.

       Each Employer contribution is conditioned on the deductibility of the
       contribution under Section 404 of the Code, and to the extent such
       contribution deduction is disallowed, the contribution shall be returned
       to the Employer within one year after the date of disallowance.


                                                                            (75)
<PAGE>   82
                                  ARTICLE 13

                            AMENDMENT AND TERMINATION

13.1   AMENDMENT

       The Sponsoring Employer may amend the Plan, from time to time, by a
       written instrument duly executed by an authorized officer of the
       Sponsoring Employer pursuant to a resolution of the Board and delivered
       to the Trustee, provided that no amendment which affects the Trustee
       shall be effective without the Trustee's consent.

13.2   MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

       In the case of any merger or consolidation of the Trust Fund with, or
       transfer of assets or liabilities of the Trust Fund to, any trust under
       any other plan, such transaction shall be structured in such a way that
       each Participant would (if the Plan then terminated) receive a benefit
       immediately after the transaction which is equal to or greater than the
       benefit he would have been entitled to receive immediately before the
       transaction (if the Plan had then terminated).

13.3   TERMINATION

       The Sponsoring Employer may terminate the Plan established hereunder at
       its option at any time by written resolution of the Board. Without
       thereby undertaking a legal duty, however, the Sponsoring Employer hereby
       expresses the intention of establishing a permanent plan under which the
       Sponsoring Employer will make recurring and substantial contributions.
       The Plan shall be automatically terminated if the Sponsoring Employer is
       adjudicated bankrupt, makes an assignment for benefit of creditors,
       suffers the appointment of a receiver, or dissolves, except that the
       reorganization of the Employer under the applicable sections of the Code
       shall not be deemed to result in dissolution for purposes of this Section
       13.3.

       A participating Employer may discontinue or revoke its participation in
       the Plan with respect to its Eligible Employees. At the time of
       discontinuance or revocation, the Committee may authorize the Trustee to
       transfer, deliver, and assign vested Trust Fund assets attributable to
       the Participants employed by such participating Employer to a new trustee
       as shall have been designated by the participating Employer, in the event
       that it has


                                      (76)
<PAGE>   83
       established a separate qualified plan for its employees. If a separate
       qualified plan is not established, the Trustee shall retain such assets
       for the benefit of the Participants employed by such participating
       Employer. In no event shall any part of the corpus or income of the Trust
       Fund as it relates to such participating Employer be used for or diverted
       to purposes other than for the exclusive benefit of the Participants
       employed by such participating Employer and their Beneficiaries.

13.4   CONSEQUENCES OF TERMINATION

       In the event that the Board shall decide to terminate the Plan, or in the
       event of a partial termination or complete cessation of Employer
       Contributions, the rights of Participants to the amounts in their Total
       Accounts shall be fully vested. Thereupon, the Benefits Committee shall
       direct the Trustee to liquidate the entire Trust Fund after payment of
       all expenses and proportional adjustment of Total Accounts to reflect
       such expenses and the value of the Fund. The Trustees shall make payment
       of all amounts due to the Participants in accordance with the applicable
       provisions of the Plan.

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of this Plan
instrument by the Sponsoring Employer and the Trustee, the Sponsoring Employer
and the Trustee have caused these presents to be executed on their behalf and
the Corporate Seal of the Sponsoring Employer is to be hereunder affixed as of
this 7th day of July, 1997.

ATTEST:

/s/ Eric R. Fischer
________________________________
Clerk
                                          UST CORP.

                                             /s/ Linda J. Lerner
                                          By:________________________________


                                             Sr. Vice President
                                             ________________________________


The Trustee hereby acknowledges receipt and to the extent it affects the
Trustee, I hereby accept the responsibility.


                                          UNITED STATES TRUST COMPANY AS TRUSTEE

                                             /s/ Domenic Colasacco
                                          By:________________________________




                                                                            (77)
<PAGE>   84
                         UST CORP. EMPLOYEE SAVINGS PLAN
                                 FIRST AMENDMENT



WHEREAS, UST Corp. (the "Employer") maintains the UST Corp. Employee Savings
Plan, (the "Plan") for the benefit of its eligible employees and their
beneficiaries; and

WHEREAS, the Employer reserves the right to amend the Plan at any time;

NOW THEREFORE, the Plan is hereby amended effective June 30, 1997 to merge the
SBERA 401(k) Plan Adopted by the Bank of Braintree into the Plan subject to the
terms and conditions of the Plan as modified by the retained provisions set
forth in Exhibit A, Special Provisions, Applicable to Former Participants of the
SBERA 401(k) Plan Adopted by the Bank of Braintree, which such Exhibit A is
hereby incorporated and made a part of the Plan.

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its
duly elected officer this 30th day of June, 1997.

                                                UST CORP.

                                                    /s/ Linda J. Lerner
                                                By: ____________________________




         /s/ Eric R. Fischer
Attest:  _____________________________



<PAGE>   85
                                   EXHIBIT A

       SPECIAL PROVISIONS APPLICABLE TO FORMER PARTICIPANTS OF THE SBERA
                  401(K) PLAN ADOPTED BY THE BANK OF BRAINTREE

The following provisions shall be applicable to Participants who were formerly 
participants in the SBERA 401(k) Plan Adopted by The Bank of Braintree (Prior 
Plan) with respect to their account balances (Merged Account or Merged Account 
Balances) under the Prior Plan that was merged into the UST Corp. Employee 
Savings Plan effective June 30, 1997.

1.  "MERGED ACCOUNT OR MERGED ACCOUNT BALANCE" shall mean the Participant's
    total account balance under the Prior Plan as of June 30, 1997, plus any
    investment earnings (or losses) on such account subsequent to such date and
    up to the date of distribution.

2.  With respect to each Participant's Merged Account Balance the following
    provisions shall also apply in addition to the provisions set forth in the
    Plan with regard to options upon distribution:

        AUTOMATIC ANNUITY  The Participant's Merged Account will be applied to 
        purchase a Qualified Joint & Survivor Annuity for a married 
        Participant. If the Participant is not married the Participant's Merged 
        Account will be applied to purchase a life annuity. In the 90 day 
        period prior to his annuity starting date the Participant may make a 
        Qualified Election to receive an alternative distribution. A 
        Participant may elect to have such annuity distributed upon the 
        attainment of the Participant's Earliest Retirement Age. A deceased 
        Participant's Merged Account will be paid as a death benefit to the 
        surviving Spouse or Beneficiary. Unless an Optional form of benefit 
        within the Election Period pursuant to a Qualified Election has been 
        selected, the surviving Spouse may elect distribution of the automatic 
        pension within a reasonable period after the Participant's death.

        NOTICE a) In the case of a Qualified Joint & Survivor Annuity notice 
        shall be provided not less than 30 days or more than 90 days prior to 
        the annuity starting date and in the case of a Qualified Preretirement 
        Survivor Annuity the later of the following periods that ends last: i) 
        the period beginning the first day of the Plan Year the Participant 
        attains age 32 and ending the last day of the Plan Year preceding the 
        Plan Year the Participant attains age 35 or ii) the period beginning 
        one year prior to and ending one year after the date the Employee 
        becomes a Participant or iii) the period one year before and ending one 
        year after this section first applies to the Participant or iv) the 
        period beginning one year prior to and ending one year after this 
        section ceased to apply to the Participant. Notice shall be provided 
        within the period beginning one year prior to and ending one year 
        following the date employment terminates for a Participant who has not 
        attained age 35. If such Participant is reemployed the applicable 
        period shall be redetermined. A Participant may elect, with appropriate 
        spousal consent, to waive the requirement that the written notice be 
        provided at least 30 days prior to the annuity starting date provided 
        such distribution commences more than 7 days after the notice is 
        provided.
<PAGE>   86
SBERA Exhibit A
6/30/97
Page 2


b) Notwithstanding this section, the respective notices prescribed by this
section need not be given to a Participant if the Plan fully subsidizes the
costs of a Qualified Joint and Survivor Annuity or a Qualified Preretirement
Survivor Annuity and the Plan does not allow the Participant to waive the
Qualified Joint and Survivor Annuity or the Qualified Preretirement Survivor
Annuity and does not allow a married Participant to designate a non-Spouse
Beneficiary.

The notice will be written and will inform the Participant that his vested
Merged Account Balance will be paid as a Qualified Joint & Survivor Annuity
unless an alternate distribution method is selected in a Qualified Election.

The notice will include an explanation of the terms and conditions of a
Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor
Annuity, the effect of an Election to waive the Qualified Joint and Survivor
Annuity, the Spouse's right regarding the required consent, the right to make
and the effect of revoking an Election, and a statement of any benefits which
may be forfeitable for any reason including death.

If a Participant elects to receive distribution in one sum or in a series of
sums which may constitute a lump sum distribution, the Plan Administrator will
furnish notice using a format provided by the Secretary of Treasury explaining
that the distribution is not taxable currently to the extent transferred to
another qualified Plan or individual retirement account or individual retirement
annuity within 60 days after the date of its receipt and that the 60 day period
begins when the last distribution is made, and 10 or 5 year income averaging
and/or capital gains income tax provisions may apply.

"ELECTION" means a written instrument executed by a Participant and filed with
the Plan Administrator on or before its effective date, exercising one or more
rights under this Plan.

"ELECTION PERIOD" means the period beginning on the first day of the Plan Year
in which the Participant attains age 35 and ending on the date of his death. If
a Participant separates from service prior to the first day of the Plan Year in
which he is 35, the Election Period shall begin on the date his employment
terminates. A Participant may make a special Qualified Election to waive the
Qualified Preretirement Survivor Annuity for the period beginning on the date of
such Election and ending on the first day of the Plan Year in which he attains
age 35 provided that the Participant has received a written explanation of the
Qualified Preretirement Survivor Annuity stating that such coverage will be
reinstated as of the first day of the Plan Year in which he attains age 35. Any
new waiver on or after such date shall be subject to the full extent of this
Article.

"EARLIEST RETIREMENT AGE" means the date on which the Participant can elect to
receive retirement benefits.

"QUALIFIED ELECTION" means a waiver of a Qualified Joint and Survivor Annuity or
a Qualified Preretirement Survivor Annuity neither of which shall be effective
unless: the Spouse gives written consent to the Election; the Election
designates a specific Beneficiary

<PAGE>   87
SBERA Exhibit A
6/30/97
Page 3


     or Beneficiaries or contingent Beneficiaries, which may not be changed
     without spousal consent unless the Spouse has permitted the Participant to
     change designations without further consent; the Spouse's consent
     acknowledges the effect of the Election; and the Spouse's consent is
     witnessed by a Plan representative or Notary Public. If it is established
     to the satisfaction of a Plan representative that written consent may not
     be obtained because there is no Spouse or the Spouse cannot be located, a
     waiver will be deemed a Qualified Election.

     "QUALIFIED JOINT AND SURVIVOR ANNUITY" means the actuarial equivalent of a
     straight life annuity paid to the Participant and his spouse for their
     joint lives and reduced by 50% at the first death.

     "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" means a straight life annuity
     paid to the Participant's spouse by applying the Participant's Merged
     Account Balance to the purchase of such an annuity.

     Consent, or the deemed consent of a Spouse shall be effective only with
     respect to such Spouse. Consent that permits designations by the
     Participant without requirement of further consent by such Spouse shall
     acknowledge that the Spouse has the right to limit consent to a specific
     Beneficiary, and a specific form of benefit, and that the Spouse
     voluntarily elects to relinquish either or both such rights. A Participant
     may revoke a waiver without Spouse consent at any time before benefits
     commence without limit. Consent shall not be valid unless the Participant
     has received Notice under this section.

     Subject to the above limitations, distributions may also be made over one
     of the following periods.

     a) the life of the Participant, or the life of the Participant and the life
        of the Designated Beneficiary; and

     b) the period contains not greater than the Participant's life expectancy
        or the joint and last survivor life expectancy of the Participant and
        his or her Beneficiary.

     Distributions based on a life contingency or period certain will be made by
     applying the Participant's Merged Account to purchase a non-transferable
     annuity from an insurance company to provide the benefit for the
     Participant.

3. With respect to each Participant's Merged Account Balance, the following
   provisions shall also apply with respect to hardship distributions.

     HARDSHIP DISTRIBUTION Distribution of Before-Tax Contributions (and
     earnings thereon accrued as of December 31, 1988) out of a Participant's
     Merged Account Balance may be made to a Participant in the event of
     hardship. For the purposes of this section, hardship is defined as an
     immediate and heavy financial need of the Employee where such Employee
     lacks other available resources. Hardship Distributions are subject to the
     spousal consent requirements contained in IRC 401(a)(11) and 417.


 
<PAGE>   88
SBERA Exhibit A
6/30/97
Page 4

     The following are the only financial needs considered immediate and heavy:
     funeral expenses of an immediate family member, deductible medical expenses
     (within the meaning of IRC 213(d)) of the Employee, the Employee's spouse,
     children, or dependents; the purchase (excluding mortgage payments) of a
     principal residence for the Employee; payment of tuition for the next
     quarter or semester of post-secondary education for the Employee, the
     Employee's spouse, children or dependents; or the need to prevent the
     eviction of the Employee from, or a foreclosure on the mortgage of, the
     Employee's principal residence, including any federal, state or local taxes
     or penalties reasonably expected to result from the distribution.

     A distribution will be considered as necessary to satisfy an immediate and
     heavy financial need of the Employee only if:

     a) The Employee has obtained all distributions, other than Hardship
        Distributions, and all non-taxable loans under all Plans maintained by
        the Employer;

     b) All Plans maintained by the Employer provide that the Employee's
        Before-Tax Contributions (and employee contributions) will be suspended
        for twelve months after the receipt of the Hardship Distribution;

     c) The distribution is not in excess of the amount of an immediate and
        heavy financial need; and

     d) All Plans maintained by the Employer provide that the Employee may not
        make Before-Tax Contributions for the Employee's taxable year
        immediately following the taxable year of the Hardship Distribution in
        excess of the applicable limit under IRC 402(g) for such taxable year
        less the amount of such Employee's Before-Tax Contributions for the
        taxable year of the Hardship Distribution.



<PAGE>   89
                             SECOND AMENDMENT TO THE
                        UST CORP. EMPLOYEES SAVINGS PLAN

WHEREAS, UST Corp. (the "Sponsoring Employer") maintains the UST Corp. Employees
Savings Plan (the "Plan") which was amended and restated effective July 1, 1996
for the benefit of its eligible employees and their beneficiaries; and

WHEREAS, the Sponsoring Employer reserves the right to amend the Plan at any
time in accordance with Section 13.1 of the Plan;

WHEREAS, the Sponsoring Employer desires to amend the Plan to:

(a) to recognize the participation of the BankBoston and Walden employees in the
Plan, and

(b) with respect to the employees of UST Bank/Connecticut to provide matching
contributions for the month of December, 1996.

NOW THEREFORE, the Plan is hereby amended effective January 1, 1997 unless
otherwise stated as follows:

1. Section 1.2 is hereby amended by replacing the reference to "5.1(g)" with the
reference to "5.1(f)".

2. Section 1.22 is hereby amended in its entirety to read as follows:

"1.22    "EMPLOYER" means any of the following corporations:

(a)      UST Corp,;
(b)      United States Trust Company;
(c)      USTrust/Norfolk;
(d)      USTrust;
(e)      UST Data Services Corp.;
(f)      UST Captial Corp.;
(g)      UST Leasing Corporation;
(h)      UST Merchant Bancorp, Inc.;
(i)      Property Researach Group, Inc.; and
(j)      each parent, subsidiary, affiliate, successor or other corporation
which has, by invitation by the Board and by action of its own board, elected to
joint the Plan.

The "EMPLOYER" as herein defined shall mean UST Corp., individually or in
combination with any or all such affiliates as the context may require."

3. Section 3.1 is hereby amended by adding the following paragraph (f) to the
end thereof:

<PAGE>   90

"(f) An Eligible Employee who was an active participant in either the SBERA
401(k) Plan Adopted by the Bank of Braintree or the Cooperative Benefits
Employees Retirement Association Defined Contribution Plan - Plan A on July 31,
1997 shall become a Participant in this Plan on August 1, 1997 and be eligible
to have Before-Tax Contributions made on his behalf pursuant to Section 4.1 and
receive an Employer Matching Contribution pursuant to Section 5.2 provided he
has made the required elections pursuant to Section 3.2.

An Eligible Employee who was an active participant in either the SBERA 401(k)
Plan Adopted by the Bank of Braintree or the Cooperative Benefits Employees
Retirement Association Defined Contribution Plan - Plan A on October 1, 1996 and
whose employment during the period commencing October 1, 1996 and ending prior
to the date of acquisition (January 3, 1997) was terminated with Walden Bancorp
and commenced immediately thereafter with an Employer shall become a Participant
in this Plan and eligible on his or her Employment Commencement Date to have
Before-Tax Contributions made on his behalf pursuant to Section 4.1 and receive
an Employer Matching Contribution pursuant to Section 5.2 provided he has made
the required elections pursuant to Section 3.2."


4. Section 5.2 is hereby amended by adding the following paragraph between the
first and second paragraphs:

"Each Participant who was employed by UST Bank/Connecticut on November 30, 1996
and continued employment with HUBCO through December 31, 1996 shall be entitled
to an Employer Matching Contribution as of December 31, 1996 computed as though
his Basic Before-Tax Contributions continued through December 31, 1996 at the
rate in effect on November 30, 1996."


5. Section 13.1 shall be amended by replacing the first sentence of paragraph
(a) with the following:

"The Sponsoring Employer, by written action of a duly authorized officer of the
Sponsoring Employer, unanimous approval of the Benefits Committee and delivered
to the Trustee, shall have the right at any time to terminate this Plan and
shall have the right at any time and from time to time to amend, in whole or in
part, any or all of the provisions of this Plan, provided that no amendment
which affects the Trustee shall be effective without the Trustee's consent."

IN WITNESS WHEREOF, the Sponsoring Employer has caused this Amendment to be
executed by its duly elected officer this 31st day of July, 1997.


                                             UST CORP.


                                             By: /s/ Linda J. Lerner            
                                                -----------------------------


Attest: /s/ Eric R. Fischer
       ----------------------------


 


<PAGE>   91

                             THIRD AMENDMENT TO THE
                        UST CORP. EMPLOYEES SAVINGS PLAN


WHEREAS, UST Corp. (the "Sponsoring Employer") maintains the UST Corp. Employees
Savings Plan (the "Plan") which was amended and restated effective July 1, 1996
for the benefit of its eligible employees and their beneficiaries; and

WHEREAS, the Sponsoring Employer reserves the right to amend the Plan at any
time in accordance with Section 13.1 of the Plan; and

WHEREAS, the Sponsoring Employer desires to amend the Plan to (a) merge the UST
Corp. Employee Stock Ownership Plan into the Plan, (b) improve benefits, and (c)
update the Plan for recent legislative changes.

NOW THEREFORE, the Plan is hereby amended as follows:

1.    Effective December 31, 1997, the UST Corp. Employee Stock Ownership Plan
      (UST ESOP) is hereby merged into the Plan subject to the terms and
      conditions of the Plan as modified by the retained provisions set forth in
      Exhibit B that is hereby incorporated and made a part of the Plan. Amounts
      in the Employer Stock Account, Other Investments Account and Alternative
      Investment Account of the UST ESOP shall be transferred to the ESOP
      Account of this Plan.

2.    Effective January 1, 1998, all Participants who are employed by the
      Employer on December 31, 1997 shall be fully vested in their ESOP
      Accounts.

3.    Effective January 1, 1997, Section 1.13 of the Plan is amended to delete
      in its entirety the last sentence of the last paragraph.

4.    Effective January 1, 1998, Section 1.20 of the Plan is amended to read as
      follows:

      "1.20 "ELIGIBLE EMPLOYEE" means any person who is an Employee of an
            Employer, excluding, however:

            (a)   Any Employee who is a member of a unit of employees covered by
                  a collective bargaining agreement to which an Employer is a
                  party and which does not specifically provide for the coverage
                  of such employees under the Plan;

            (b)   Any Employee who is a nonresident alien receiving no earned
                  income from sources within the United States;

            (c)   Any Employee who is a leased employee within the meaning of
                  Section 414(n)(2) of the Code;
<PAGE>   92
            (d)   Any Employee who became an Employee as a result of the
                  acquisition of Firestone Financial Corp. by the Employer; or

            (e)   Any Employee(s) who became an Employee(s) by reason of merger
                  with or acquisition by the Sponsoring Employer prior to the
                  date participation in the Plan is extended to such Employee(s)
                  by the Sponsoring Employer."

5.    Effective January 1, 1998, Section 1.25 is amended to read as follows:

      "1.25 "ENTRY DATE" means the first day of a calendar quarter as determined
            under Section 3.1(b) or such other dates designated by the Benefits
            Committee."

6.    Effective January 1, 1998, Section 1.27 is amended to add the following
      sentence.

      "Forfeiture Account also means the ESOP Account maintained separately on
      the books of the Plan by the Trustee for each terminated Participant with
      a forfeitable Account balance. All amounts held in the Forfeiture Accounts
      as of May 1, 1998 shall be immediately forfeitable."

7.    Effective January 1, 1997, Section 1.28 of the Plan is amended to read as
      follows:

      "1.28 "HIGHLY COMPENSATED EMPLOYEE" means, with respect to a Plan Year,
            any Employee who performs services for an Employer or Affiliated
            Employer during the Determination Year and who:

            (a)   Was a 5% owner (within the meaning of Section 416(i)(l)(B)(i)
                  of the Code) at any time during the Determination Year or Look
                  Back Year; or

            (b)   Received compensation from an Employer or Affiliated Employer
                  in excess of $80,000 (as adjusted pursuant to Section 415(d)
                  of the Code) and was among the top 20% of Employees when
                  ranked on the basis of compensation paid during the Look-Back
                  Year. In determining who is among the top 20% of Employees
                  when ranked on the basis of Compensation there shall be
                  excluded Employees who:

                  (i)   are under age 21;

                  (ii)  have completed less than six months of service;

                  (iii) ordinarily work less than six months per year;

                                       2
<PAGE>   93
                  (iv)  ordinarily work less than 17-1/2 hours per week; or

                  (v)   are included in a unit of Employees covered by a
                        collective bargaining agreement if 90% or more of the
                        Employer's Employees are covered by collective
                        bargaining agreements and the Plan covers only those
                        Employees who are not covered by such agreements.

                  The term Highly Compensated Employee shall also include any
                  former Employee who terminated employment with an Employer or
                  Affiliated Employer prior to the Determination Year, and was a
                  Highly Compensated Employee in either his year of termination
                  of employment or in any prior Determination Year ending on or
                  after his attainment of age 55.

      For purposes of determining an Employee's compensation under this Section,
      "COMPENSATION" shall mean the Employee's total compensation as set forth
      in Section 414(q)(4) of the Code."

8.    Effective January 1, 1998, Section 1.47 is amended to add subsection (g)
      as follows:

      "(g)  "ESOP ACCOUNT" - The portion of the Participant's Total Account
            consisting of amounts transferred from the Employer Stock Account,
            Other Investments Account and Alternative Investment Account of the
            UST ESOP, plus (or minus) any investment earnings (or losses) on
            such amounts, less any distributions from such Account."

9.    Effective with regard to reemployment initiated after December 12, 1994,
      Article 2 is amended to delete the last paragraph of Section 2.3 and to
      add a new Section 2.4 as follows:

      "2.4  VETERAN'S RIGHTS

            Notwithstanding any provision of this Plan to the contrary,
            contributions, benefits and service credit with respect to any
            qualified military service will be provided in accordance with
            Section 414(u) of the Code. In addition, loan repayments will be
            suspended under this Plan as permitted by Code Section 414(u)."

                                       3
<PAGE>   94
10.   Effective January 1, 1998, Section 3.1(e) of the Plan is amended to read
      as follows:

      "(e)  Participation after January 1, 1997

            Each Participant shall, on the first Entry Date coincident with or
            next following the earliest date on which he has completed (i) 500
            (250, effective January 1, 1998) or more hours in the first six
            months (three months, effective January 1, 1998) of employment, (ii)
            1,000 or more hours on the first anniversary of employment or (iii)
            1,000 or more hours in any subsequent calendar year, be eligible to
            have Before-Tax Contributions made on his behalf pursuant to Section
            4.1 and receive an Employer Matching Contribution pursuant to
            Section 5.2 provided he has made the required elections pursuant to
            Section 3.2. For purposed of this subparagraph, "six months of
            employment" ("three months of employment", effective January 1,
            1998) shall mean that the Participant is employed on the date which
            is six months (three months, effective January 1, 1998) after the
            date the Participant is first credited with an Hour of Service."

11.   Effective January 1, 1998, Section 4.1 of the Plan is amended to read as
      follows:

      "4.1  PARTICIPANT CONTRIBUTIONS

            Effective January 1, 1998, each Eligible Employee may, after
            satisfying the eligibility requirements of Section 3.1(b)(ii), elect
            to have a contribution made on his behalf to the Trust Fund at a
            rate of 1% to 15% of Compensation. The rate of contribution will be
            in increments of 1%. Such election shall be in the form of a Salary
            Deferral Agreement and shall be subject to the Compensation Deferral
            Limit, if any, applicable to such Participant as established by the
            Committee from time to time for purposes of meeting the
            nondiscrimination tests of Section 401(k) of the Code. Contributions
            made in accordance with this Section 4.1, shall also be subject to
            the maximum limits in effect under Sections 4.5 and 12.4.

            A Participant's contributions may consist of Basic Before-Tax
            Contributions and Supplemental Before-Tax Contributions as described
            below:

            (a)   BASIC BEFORE-TAX CONTRIBUTIONS - The first 6% of Compensation
                  for a payroll period which is contributed on the Participant's
                  behalf under a Salary Deferral Agreement shall be known as the
                  Participant's Basic Before-Tax Contributions and shall be
                  contributed to the Participant's Basic Before-Tax Contribution
                  Account.

                                       4
<PAGE>   95
            (b)   SUPPLEMENTAL BEFORE-TAX CONTRIBUTIONS - Contributions made on
                  the Participant's behalf under a Salary Deferral Agreement in
                  excess of 6% of Compensation for a payroll period shall be
                  known as the Participant's Supplemental Before-Tax
                  Contributions and shall be contributed to the Participant's
                  Supplemental Before-Tax Contribution Account.

            Contributions made pursuant to this Section 4.1 shall be made by the
            Employer directly to the Trustee no less frequently than once per
            calendar month."

12.   Effective May 1, 1998, Section 5.1(d) of the Plan is amended to read as
      follows:

            "(d)  ALLOCATION AMONG TOTAL ACCOUNT

                  As of the last day of each Plan Year, the Trustee shall
                  allocate to the Regular Profit Sharing Account and, if
                  applicable, the Cash Option Deferred Account of each
                  Participant entitled, in accordance with Section 5.1(c), to
                  share in the Employer's Profit Sharing Contribution for such
                  Plan Year, an amount (computed in dollars) equal to his
                  proportionate share of the Employer's Profit Sharing
                  Contribution for such Plan Year, as set forth in the Section
                  5.1(c). Except as provided in Section 5.1(b), one third of the
                  Employer's Profit Sharing Contribution made on behalf of a
                  Participant shall be credited to the Participant's Cash Option
                  Deferred Account. The remaining portion of the Employer's
                  Profit Sharing Contribution shall be allocated to the
                  Participant's Regular Profit Sharing Account."

13.   Effective January 1, 1998, Section 5.2 of the Plan is amended so that the
      first paragraph reads as follows:

      "As of each Valuation Date, an Employer Matching Contribution shall be
      credited to the Employer Matching Contribution Account of each Participant
      who made Basic Before-Tax Contributions to the Trust Fund since the
      previous Valuation Date and who is employed by the Employer on said
      Valuation Date. The Employer Matching Contributions made on behalf of each
      such Participant shall be based upon the Participant's Basic Before-Tax
      Contributions and Compensation since the previous Valuation Date, and
      shall be equal to the sum of (a) 100% of the Participant's Basic
      Before-Tax Contributions which do not exceed 2% of Compensation, plus (b)
      50% of the Participant's Basic Before-Tax Contributions which exceed 2% of
      Compensation."

                                       5
<PAGE>   96
14.   Effective January 1, 1998, Section 6.2 of the Plan is amended so that the
      second paragraph reads as follows:

      "The Participant's Total Account shall be invested in one or a combination
      of the available investment alternatives established and maintained by the
      Trustee. These alternatives may include, but are not limited to: an Equity
      Fund, seeking growth of capital by investing in a wide range of companies,
      a Stable Asset Fund, consisting primarily of FDIC-insured deposits, an
      Indexed Stock Fund, a Balanced Fund, investing in both stocks and
      fixed-income securities, and an Employer Stock Fund consisting of
      qualifying employer securities as defined in Code Section 409(l). The
      Employer and/or Trustee reserves the right to add to or change the types
      of investment alternatives available to Participants and Beneficiaries."

15.   Effective January 1, 1998, Section 6.3 is amended to read as follows:

      "6.3  CHANGE IN INVESTMENT ELECTION

            Any Participant, employed by the Employer on or after January 1,
            1998, may elect, effective as of any Change Date, to reallocate in
            5% increments his Basic and Supplemental Before-Tax Contribution
            Accounts, Employer Matching Contribution Account, ESOP Account, and
            Rollover Account among the investment funds, provided that the
            Participant files a new election in the appropriate form at such
            time and in such manner as the Benefits Committee may require. Any
            elections made in accordance with this paragraph shall apply to the
            amounts existing in the Participant's Basic and Supplemental
            Before-Tax Contribution Accounts, Employer Matching Contribution
            Account, ESOP Account, and Rollover Account on the Change Date and
            to all contributions credited to such Accounts on or after such
            Change Date.

            The Benefits Committee may from time to time:

            (a)   Limit or restrict a Participant's ability to change the
                  allocation of his Basic and Supplemental Before-Tax
                  Contribution Accounts, Employer Matching Contribution Account,
                  ESOP Account, and Rollover Account among the investment funds
                  and/or withdraw balances from the various investment funds in
                  order to conform to the practices, provisions, or restrictions
                  of any investment media held in any such investment fund; and

            (b)   Adopt procedures relating to the determination and allocation
                  of the investment earnings among the Participants' Basic and
                  Supplemental Before-Tax Contribution Account, Employer
                  Matching Contribution 


                                       6
<PAGE>   97
                  Account, ESOP Account and Rollover Account, in order to
                  facilitate the administration of the Plan on an equitable and
                  practicable basis.

            Any Participant who terminated employment with the Employer prior to
            January 1, 1998 shall be subject to the provisions of this Section
            6.3 with respect to all Accounts except for his ESOP Account which
            will be subject to the provisions of Part F of Exhibit B."

16.   Effective January 1, 1998, Section 6.5(a) of the Plan is amended to add
      subsection (vii) entitled "ESOP Account".

17.   Effective May 1, 1998, Section 6.7 of the Plan is amended so that the
      first paragraph reads as follows:

      "The balance of each Participant's Total Account shall be adjusted as of
      each Valuation Date."

18.   Effective January 1, 1998, Section 7.3 of the Plan to replace "$3,500"
      with "$5,000" in the second paragraph thereof.

19.   Effective January 1, 1998, Section 7.4 is amended to read as follows:

      "7.4  VESTING

            A Participant shall always have a nonforfeitable, or 100% vested
            interest in his Basic and Supplemental Before-Tax Contribution
            Accounts, Cash Option Deferral Account, Employer Matching
            Contribution Account, Rollover Account and Regular Profit Sharing
            Account. Any Participant employed by the Employer on December 31,
            1997 shall have a nonforfeitable or 100% vested interest in his ESOP
            Account."

20.   Effective May 1, 1998, Section 7.5 of the Plan is amended to read as
      follows:

            "(a)  Timing of Forfeitures:

                  If a Participant who terminates his employment with the
                  Employer before his Regular Profit Sharing Account or ESOP
                  Account has become 100% vested and receives a distribution of
                  the vested portion of his Regular Profit Sharing Account or
                  ESOP Account, the non-vested amount remaining in such
                  Participant's Regular Profit Sharing Account or ESOP Account
                  after distribution of the vested portion of his Regular Profit
                  Sharing Account or ESOP Account shall be forfeited as of the
                  date he 


                                       7
<PAGE>   98
                  has received the vested portion of his Regular Profit Sharing
                  Account or ESOP Account.

                  If a Participant terminated employment prior to December 31,
                  1997 before his regular Profit Sharing Account or ESOP Account
                  had become 100% vested and did not receive a distribution of
                  the vested portion of his regular Profit Sharing Account or
                  ESOP Account, the non-vested amounts held in the Forfeiture
                  Account shall be immediately forfeited as of May 1, 1998 and
                  shall be allocated in the following manner:

                  (i)   Forfeitures shall first be used to pay any Plan expenses
                        that may be authorized pursuant to Section 10.6 of the
                        Plan;

                  (ii)  Any remaining forfeitures shall then be used to reduce
                        Employer Contributions made pursuant to Section 5.1 and
                        Section 5.2; and

                  (iii) Any remaining forfeitures shall then be allocated to
                        Participant's Regular Profit Sharing Accounts and/or
                        ESOP Accounts in the same manner as set forth in Section
                        5.1(c).

            (b)   Rehire - Repayments Permitted Within Five Years of
                  Reemployment:

                  In the event a Participant described in subparagraph (a) above
                  is rehired prior to incurring five consecutive One-Year Breaks
                  in Service, the Participant shall be permitted to repay to his
                  Total Account the entire amount of the distribution in order
                  to restore the nonvested portion of his Regular Profit Sharing
                  Account or ESOP Account balance for the purpose of future
                  vesting as if he had not separated from Service and received a
                  distribution. The permissible repayment period shall continue
                  until the fifth anniversary of the day on which the Employer
                  reemploys the Employee.

                  If such repayment is not made before such period, such
                  Participant's vested amount will be determined by including
                  Years of Service accrued before such Participant's separation
                  from Service but without regard to amounts allocated prior to
                  such separation.

                  In the event that the terminated Participant's vested balance
                  in his Regular Profit Sharing Account or ESOP Account was
                  zero,

                  (A)   distribution of the vested balance in his Regular Profit
                        Sharing Account or ESOP Account shall be deemed to have
                        been made to him as of the date of his termination of
                        employment,

                                       8
<PAGE>   99
                  (B)   repayment shall be deemed to be made on his reemployment
                        commencement date, and

                  (C)   the balance in his Regular Profit Sharing Account or
                        ESOP Account shall be restored accordingly.

            (c)   Restoration of Regular Profit Sharing Account or ESOP Account
                  Balances:

                  A Participant who made or who is deemed to have made a
                  repayment pursuant to paragraph (b) above will have recredited
                  to his Regular Profit Sharing Account or ESOP Account, as of
                  the last day of the Plan Year coinciding with or next
                  following his date of rehire, the portion of such Account
                  balance which he forfeited upon his prior termination from
                  Service with the Employer unadjusted for any subsequent gains
                  or losses. The sources for restoring a previous forfeiture in
                  a subsequent year will be, in order of priority:

                  (A)   Earnings allocable to the Plan's Regular Profit Sharing
                        Account or ESOP Account balances for the Plan Year in
                        which such Account balance is recreated, if still not
                        sufficient then;

                  (B)   Contributions made by the Employer for the Plan Year in
                        which the Regular Profit Sharing Account or ESOP Account
                        balance is recreated.

            (d)   Rehire After Five Years:

                  In the event a former Participant is rehired after incurring
                  five consecutive One-Year Breaks in Service, the portion of
                  the Participant's Regular Profit Sharing Account or ESOP
                  Account which he forfeited shall not be recredited to the
                  Participant's Regular Profit Sharing Account or ESOP Account
                  if he subsequently becomes eligible to participate in the
                  Plan, except as follows:

                  (A)   Such former Participant shall have his prior nonvested
                        portion in his Regular Profit Sharing Account or ESOP
                        Account restored, if such former Participant repays the
                        entire amount of the distribution he previously received
                        under the Plan (upon his prior termination) by the close
                        of five consecutive One-Year Breaks in Service
                        commencing after such prior distribution.

                  (B)   To the extent applicable, the procedures of paragraph
                        (c) above shall apply to the restoration of the
                        Participant's nonvested portion of his Regular Profit
                        Sharing Account or ESOP 


                                       9
<PAGE>   100
                        Account if he repays his prior distribution under this
                        paragraph (d)."

21.   Effective January 1, 1998, Section 7.7(d) shall be amended to replace
      "$3,500" with "$5,000".

22.   Effective January 1, 1998, Section 7.8 shall be amended to replace
      "$3,500" with "$5,000" in the second paragraph thereof.

23.   Effective January 1, 2000, Section 12.4 of the Plan is amended to delete
      paragraph (e) and to redesignate paragraph (f) as paragraph (e).

24.   Effective January 1, 1998, Section 12.4(b) of the Plan is amended to read
      as follows:

            "(b)  The Term "Section 415 Compensation" means wages, salaries, and
                  fees for professional services and other amounts received from
                  the Employer and all Affiliated Employers during the
                  Limitation Year (without regard to whether or not an amount is
                  paid in cash) for personal services actually rendered in the
                  course of employment with the Employer, to the extent such
                  amounts are includable in gross income, including but not
                  limited to, overtime pay, tips, bonuses, commissions paid to
                  salesmen, compensation for services on the basis of a
                  percentage of profits, commissions on insurance premiums,
                  fringe benefits, reimbursements, expense allowances, and
                  amounts contributed by the Employer or Affiliated Employer on
                  behalf of the Employee pursuant to a salary deferral agreement
                  under this Plan or any other salary deferred arrangement
                  described in Section 402(g)(3) of the Code or to any salary
                  reduction agreement pursuant to a cafeteria plan established
                  under Section 125 of the Code which are not includable in the
                  Employee's gross income for the taxable year in which
                  contributed and excluding the following:

                  (i)   amounts contributed by the Employer or Affiliated
                        Employer to any other plan of deferred compensation and
                        which are not includable in the Employee's gross income
                        for the taxable year in which contributed, or any
                        distributions from a plan of deferred compensation.

                  (ii)  amounts realized from the exercise of a non-qualified
                        stock option, or when restricted stock (or property)
                        held by the Employee either becomes freely transferable
                        or is no longer subject to a substantial risk of
                        forfeiture; and

                  (iii) amounts realized with respect to the sale, exchange, or
                        other disposition of stock acquired under a qualified
                        stock option".

                                       10
<PAGE>   101
25.   Effective January 1, 1997, Section 12.5 of the Plan is amended to read as
      follows:

      "12.5 NONDISCRIMINATION LIMITATIONS ON PARTICIPANT CONTRIBUTIONS AND
            EMPLOYER MATCHING CONTRIBUTIONS

            (a)   For purposes of this Section, the following terms shall have
                  the meaning indicated below:

                  (i)   "ACTUAL DEFERRAL PERCENTAGE" means the average
                        (expressed as a percentage) of the deferral percentages
                        of Eligible Employees in a group. An Eligible Employee's
                        deferral percentage is equal to the ratio (expressed as
                        a percentage) of the Employee's Before-Tax Contributions
                        and Cash Option Deferrals (including any Before-Tax
                        Contributions and Cash Option Deferrals returned to the
                        Employee pursuant to Section 4.5(b) but excluding
                        Before-Tax Contributions and Cash Option Deferrals
                        returned to the Employee pursuant to Section 12.4(d)
                        contributed to the Trust Fund in the Plan Year to the
                        Eligible Employee's Compensation for that Plan Year. The
                        individual ratios and the percentages for any groups of
                        individuals shall be calculated to the nearest
                        one-hundredth of one percent (.01%).

                  (ii)  "ACTUAL CONTRIBUTION PERCENTAGE" means the average
                        (expressed as a percentage) of the contribution
                        percentages of Eligible Employees in a group. An
                        Eligible Employee's contribution percentage is equal to
                        the ratio of the Employer Matching Contributions
                        contributed to the Trust Fund in the Plan Year to the
                        Eligible Employee's Compensation for that Plan Year. The
                        individual ratios and the percentages for any groups of
                        individuals shall be calculated to the nearest
                        one-hundredth of one percent (.01%).

                  (iii) "ELIGIBLE EMPLOYEE" means any Employee of the Employer
                        who, during the Plan Year, is eligible to make
                        Before-Tax Contributions or Cash Option Deferrals in
                        accordance with the provisions of Sections 4.1 and 5.1
                        respectively, or who is eligible to receive Employer
                        Matching Contributions in accordance with the provisions
                        of Section 5.2. An individual shall be treated as an
                        Eligible Employee for a Plan Year if he so qualifies for
                        any part of the Plan Year.

                                       11
<PAGE>   102
                  (iv)  "COMPENSATION" means the Employee's Section 415
                        Compensation (as defined in Section 12.4(b)) but not in
                        excess of the limit under Section 401(a)(17) of the
                        Code, and including any amounts contributed by the
                        Employer or an Affiliated Employer on behalf of the
                        Employee pursuant to a salary deferral agreement or Cash
                        Option Deferral under this Plan (or any other cash or
                        deferred arrangement described in Section 401(k) of the
                        Code) or a salary reduction agreement pursuant to a
                        cafeteria plan established under Section 125 of the
                        Code, or toward the purchase of an annuity described in
                        Section 403(b) of the Code.

                        Notwithstanding the foregoing, in determining the amount
                        of Compensation to be taken into account for purposes of
                        this Section, the Employer may limit the period used to
                        determine an Employee's Compensation for the Plan Year
                        to the portion of the Plan Year in which the Employee
                        was an Eligible Employee (as defined in subparagraph
                        (iii) above), provided that this limit is applied
                        uniformly to all Eligible Employees with respect to such
                        Plan Year.

            (b)   If more than one plan providing for a cash or deferred
                  arrangement, or for matching contributions, or employee
                  contributions (within the meaning of Sections 401(k) and
                  401(m) of the Code) is maintained by the Employer or an
                  Affiliated Employer, then the individual ratios of any Highly
                  Compensated Employee who participates in more than one such
                  plan or arrangement shall, for purposes of determining the
                  individual's Actual Contribution Percentage and Actual
                  Deferral Percentage, be determined as if all such arrangements
                  were a single plan or arrangement. If a Highly Compensated
                  Employee participates in two or more cash or deferred
                  arrangements that have different plan years, all cash or
                  deferred arrangements ending with or within the same calendar
                  year shall be treated as a single arrangement. Notwithstanding
                  the foregoing, plans that are mandatorily disaggregated
                  pursuant to regulations under Section 401(k) of the Code shall
                  not be aggregated for purposes of this paragraph but shall be
                  treated as separate plans.

            (c)   In the event that this Plan satisfies the requirements of
                  Sections 401(a)(4) and 410(b) of the Code only if aggregated
                  with one or more other plans, and for Plan Years beginning
                  after December 31, 1988 all such plans have the same Plan
                  Year, then this Section shall be applied by determining the
                  Actual Deferral Percentage and Actual Contribution Percentage
                  of Eligible Employees as if all such plans were a single plan.

            (d)   In accordance with the nondiscrimination requirements of
                  Section 401(k) of the Code, the Committee shall establish a
                  Compensation Deferral 


                                       12
<PAGE>   103
                  Limit with respect to Before-Tax Contributions and the Cash
                  Option Deferral credited to a Participant's Total Account
                  during a Plan Year and may adjust such deferral limit (in
                  accordance with paragraph (f)(i) below) from time to time
                  during the Plan Year in order to satisfy one of the following
                  tests:

                  (i)   The Actual Deferral Percentage of the group of Eligible
                        Employees who are Highly Compensated Employees for the
                        Plan Year shall not exceed the Actual Deferral
                        Percentage of the group of Eligible Employees who are
                        Nonhighly Compensated Employees for the same Plan Year
                        multiplied by 1.25.

                  (ii)  The Actual Deferral Percentage of the group of Eligible
                        Employees who are Highly Compensated Employees for the
                        Plan Year shall not exceed the Actual Deferral
                        Percentage of the group of Eligible Employees who are
                        Nonhighly Compensated Employees for the same Plan Year
                        multiplied by two, provided that the Actual Deferral
                        Percentage for such Highly Compensated Employees is not
                        more than two percentage points higher than the Actual
                        Deferral Percentage for such Nonhighly Compensated
                        Employees.

                  (iii) Amounts in excess of these limits in (d) are called
                        "Excess Contributions".

            (e)   In accordance with the nondiscrimination requirements of
                  Section 401(m) of the Code, the Committee shall establish a
                  Contribution Percentage Limit with respect to Employer
                  Matching Contributions credited to a Participant's Total
                  Account, and may adjust such percentage limit (in accordance
                  with paragraph (f)(i) below) from time to time during the Plan
                  Year in order to satisfy one of the following tests:

                  (i)   The Actual Contribution Percentage of the group of
                        Eligible Employees who are Highly Compensated Employees
                        for the Plan Year shall not exceed the Actual
                        Contribution Percentage of the group of Eligible
                        Employees who are Nonhighly Compensated Employees for
                        the same Plan Year multiplied by 1.25.

                  (ii)  The Actual Contribution Percentage of the group of
                        Eligible Employees who are Highly Compensated Employees
                        for the Plan Year shall not exceed the Actual
                        Contribution Percentage of the group of Eligible
                        Employees who are Nonhighly Compensated Employees for
                        the same Plan Year, multiplied by two, provided that the
                        Actual Contribution Percentage for such Highly
                        Compensated Employees is not more than two percentage
                        points 


                                       13
<PAGE>   104
                        higher than the Actual Contribution Percentage for such
                        Nonhighly Compensated Employees.

                  (iii) Amounts in excess of these limits in (e) are called
                        "Excess Aggregate Contributions".

            (f)   The Committee may take the following actions to assure
                  compliance with the nondiscrimination limitations of Section
                  401(k) and/or Section 401(m) of the Code:

                  (i)   If the average percentages described in paragraphs (d)
                        and/or (e) above applicable to the group of Eligible
                        Employees who are Highly Compensated Employees are
                        expected to exceed the maximum average percentage
                        necessary to comply with the rules described in said
                        paragraphs, the Committee may direct that the Actual
                        Deferral Percentage and/or the Actual Contribution
                        Percentage, as the case may be, for each member of such
                        group of Highly Compensated Employees be reduced,
                        prospectively only, beginning with the Highly
                        Compensated Employee whose Actual Deferral Percentage or
                        Actual Contribution Percentage, as the case may be, is
                        the highest so that the limit is not exceeded.

                  (ii)  If the average percentages described in paragraphs (d)
                        and/or (e) above applicable to the group of Eligible
                        Employees who are Highly Compensated Employees exceed
                        the maximum average percentage necessary to comply with
                        the rules described in said paragraphs, the Committee
                        shall direct that any distribution of Excess
                        Contributions or Excess Aggregate Contributions shall be
                        made to Highly Compensated Employees on the basis of the
                        amount of Before-Tax Contributions and Cash Option
                        Deferrals in the case of percentages described in (d)
                        and the amount of Employer Matching Contributions in the
                        case of percentages described in (e) in accordance with
                        the following method. The Committee shall first
                        calculate the dollar amount of the Excess Contributions
                        or Excess Aggregate Contributions described in
                        paragraphs (d) and (e), respectively. The Before-Tax
                        Contributions and Cash Option Deferral or the Employer
                        Matching Contributions of the Highly Compensated
                        Employee with the highest dollar amount shall be reduced
                        to equal the dollar amount of Before-Tax Contributions
                        or Cash Option Deferral or Employer Matching
                        Contributions of the Highly Compensated Employee with
                        the next highest dollar amount. This amount shall be
                        distributed to such Highly Compensated Employee.
                        However, if a lesser reduction when added to the total
                        dollar amount already distributed under this 

                                       14
<PAGE>   105
                        step would equal the total Excess Contributions or
                        Excess Aggregate Contributions, the lesser reduction
                        shall be distributed. If the total amount distributed is
                        less than the total Excess Contributions or Excess
                        Aggregate Contributions, the above process will be
                        repeated until the total dollar amount of Excess
                        Contributions or Excess Aggregate Contributions, as the
                        case may be, is distributed.

                        Once distribution of the total Excess Contributions or
                        Excess Aggregate Contributions is made, the
                        nondiscrimination tests of Code Sections 401(k)(3) or
                        401(m)(3) are deemed satisfied. In the event that any
                        Basic Before-Tax Contributions are returned as described
                        above, the amount of such Participant's Employer
                        Matching Contributions attributable to the returned
                        Basic Before-Tax Contributions shall be forfeited and
                        used to reduce Employer Matching Contributions.

                  (iii) ALLOCATING INCOME TO EXCESS CONTRIBUTIONS. Any returned
                        Excess Contributions shall be adjusted for allocable
                        gains or losses for the Plan Year in which such excess
                        contributions arose by multiplying the gains or losses
                        credited to the Participant's Basic and Supplemental
                        Before-Tax Contribution Accounts and Cash Option
                        Deferral Account for such Plan Year by a fraction, the
                        numerator of which is the Participant's returned Excess
                        Contributions for the Plan Year, and the denominator of
                        which is the sum of (i) the balance in the Participant's
                        Basic and Supplemental Before-Tax Contribution Accounts
                        and Cash Option Deferral Account as of the beginning of
                        the Plan Year, and (ii) the amount of Before-Tax
                        Contributions and Cash Option Deferrals credited to the
                        Participant's Total Account for the Plan Year.

                  (iv)  ALLOCATING INCOME TO EXCESS AGGREGATE CONTRIBUTIONS. Any
                        returned excess aggregate contributions shall be
                        adjusted for allocable gains or losses for the Plan Year
                        in which such excess aggregate contributions arose by
                        multiplying the gains or losses credited to the
                        Participant's Employer Matching Contribution Account for
                        such Plan Year by a fraction, the numerator of which is
                        the Participant's returned Excess Aggregate
                        Contributions for the Plan Year, and the denominator of
                        which is the sum of (i) the balance in the Participant's
                        Employer Matching Contribution Account as of the
                        beginning of the Plan Year, and (ii) the amount of
                        Employer Matching Contributions credited to the
                        Participant's Total Account for the Plan Year.

                                       15
<PAGE>   106
                        Excess Contributions and Excess Aggregate Contributions
                        (and income allocable thereto) shall be returned,
                        distributed, or, if applicable, forfeited, not later
                        than the last day of the Plan Year following the close
                        of the Plan Year in which such excess arose.

                  (g)   For purposes of this Section, the "aggregate limit" for
                        any Plan Year shall mean a percentage equal to the
                        greater of (i) or (ii) below:

                        (i)   The percentage equal to the sum of (A) and (B)
                              below:

                              (A)   125% of the greater of:

                                    (1)   The Actual Deferral Percentage for 
                                          Eligible Employees who are Nonhighly 
                                          Compensated Employees for the Plan 
                                          Year, or

                                    (2)   The Actual Contribution Percentage of 
                                          such Eligible Employees, and

                              (B)    2% plus the lesser of (A)(1) or (A)(2)
                                     above. In no event, however, shall this
                                     percentage exceed 200% of the lesser of
                                     (A)(1) or (A)(2) above.

                        (ii)  The percentage equal to the sum of (A) and (B)
                              below:

                              (A)   125% of the lesser of:

                                    (1)   The Actual Deferral Percentage for 
                                          Eligible Employees who are Nonhighly 
                                          Compensated Employees for the Plan 
                                          Year, or

                                    (2)   The Actual Contribution Percentage of 
                                          such Eligible Employees, and

                               (B)  2% of the greater of (A)(1) or (A)(2) above.
                                    In no event, however, shall this percentage 
                                    exceed 200% of the greater of (A)(1) or 
                                    (A)(2) above.

                        The "aggregate limit" shall be calculated to the nearest
                        one-hundredth of one percent (.01%).

                        The "aggregate limit" shall be applied to reduce
                        allocations otherwise permissible for a Plan Year if
                        after application of paragraph (f) above the sum of the
                        average percentages described in paragraphs (d) and (e)
                        above applicable to the group of Eligible Employees who
                        are Highly 

                                       16
<PAGE>   107
                        Compensated Employees exceeds the "aggregate limit" for
                        such Plan Year.

                        The "aggregate limit" shall not apply to reduce
                        allocations otherwise permissible for a Plan Year unless
                        the Actual Deferral Percentage and the Actual
                        Contribution Percentage for Eligible Employees who are
                        Highly Compensated Employees for the Plan Year each
                        exceed 125% of the corresponding percentages determined
                        for Eligible Employees who are Nonhighly Compensated
                        Employees for the Plan Year.

                        The reduction of the Actual Contribution Percentage
                        and/or Actual Deferral Percentage of the group of
                        Eligible Employees who are Highly Compensated Employees
                        shall be applied to those Highly Compensated Employees
                        who are eligible to make Before-Tax Contributions or
                        Cash Option Deferrals, or are eligible to receive
                        Employer Matching Contributions. Reductions shall be
                        made in the manner described in paragraph (f) above to
                        the extent necessary to comply with the aggregate limit,
                        except that the reductions shall be applied first to
                        reduce Actual Contribution Percentages and then, if
                        necessary, to reduce Actual Deferral Percentages.

                  (h)   The Committee shall maintain sufficient records to
                        demonstrate that the Plan satisfies the
                        nondiscrimination tests described in paragraphs (d), (e)
                        and (g) above".

26.   Effective January 1, 1997, Section 12.6 is amended so that the first
      sentence reads as follows:

            "For purposes of the Plan, the term "leased employee" means any
            person who would not otherwise be considered an Employee but who,
            pursuant to an agreement between the Employer or an Affiliated
            Employer and a leasing organization (within the meaning of Section
            414(n)(2) of the Code) has performed services for the Employer or
            Affiliated Employer on a substantially full time basis for a period
            of at least one year, and such services are performed under the
            direction and control of the Employer or Affiliated Employer."

                                       17
<PAGE>   108
IN WITNESS WHEREOF, the Sponsoring Employer has caused this Amendment to be
executed by its duly elected officer this 31st day of December, 1997.

                                             UST CORP.



Attest: /s/ Eric R. Fischer                      By: /s/ Linda J. Lerner       
       ---------------------------                  -------------------------



                                       18
<PAGE>   109
                             FOURTH AMENDMENT TO THE
                         UST CORP. EMPLOYEE SAVINGS PLAN




WHEREAS, UST Corp. (the "Sponsoring Employer") maintains the UST Corp. Employee
Savings Plan (the "Plan") which was amended and restated effective July 1, 1996
for the benefit of its eligible employees and their beneficiaries; and

WHEREAS, the Sponsoring Employer reserves the right to amend the Plan at any
time in accordance with Section 13.1 of the Plan; and

WHEREAS, the Sponsoring Employer desires to amend the Plan to
a)       recognize a portion of the commissions earned by certain employees, and
b)       enhance the employer matching contribution to be an IRS safe harbor
         formula;

NOW THEREFORE, the Plan is hereby amended effective January 1, 1999 in the
following ways:

1.       Section 1.13 is hereby amended to add the following paragraph
         immediately after the first paragraph thereof:

         "Notwithstanding the foregoing, in the case of an Employee who is
         specifically assigned to a formal commission-based incentive plan as
         either a
a)       Mortgage Originator,
b)       The Investment Group at USTrust sales representative, or
c)       UST Leasing Corp. sales representative,

         Compensation shall be 80% of the sum of base pay plus commissions paid
         to such Employee by an Employer and included in the income reported on
         Federal Income Tax Form W-2. "Commission-based incentive plans" are
         those that provide for variable payments directly related to the sale
         of company services and products, and provide for payment on a
         quarterly or more frequent basis."

2.       Section 4.1 is hereby amended to change the phrase "6% of Compensation"
         to "5% of Compensation" throughout.

3.       Section 5.2 is hereby amended so that the first paragraph reads as
         follows:

         "As of each Valuation Date, an Employer Matching Contribution shall be
         credited to the Employer Matching Contribution Account of each
         Participant who made Basic Before-Tax Contributions to the Trust Fund
         since the previous Valuation Date. The Employer Matching Contributions
         made on behalf of each such


<PAGE>   110

         Participant shall be based upon the Participant's Basic Before-Tax
         Contributions and Compensation since the previous Valuation Date, and
         shall be equal to the sum of (a) 100% of the Participant's Basic
         Before-Tax Contributions which do not exceed 3% of Compensation, plus
         (b) 50% of the Participant's Basic Before-Tax Contributions which
         exceed 3% of Compensation."

4.       Section 12.5 is amended to add the following paragraph to the beginning
         thereof.

         "This Section 12.5 shall only apply to the extent required by law."



IN WITNESS WHEREOF, the Sponsoring Employer has caused this Amendment to be
executed by its duly elected officer this 16th day of December, 1998.


                                                UST CORP.



Attest: /s/ Kathleen Bruno                       By: /s/ Eric R. Fischer       
       ---------------------------                  ---------------------------
       Kathleen Bruno                                Eric R. Fischer
                                                     Executive Vice President