<PAGE>
 
                                                                EXHIBIT 10(HH)



                          INFORMATION RESOURCES, INC.

                              AMENDED AND RESTATED

                    401(k) RETIREMENT SAVINGS PLAN AND TRUST
<PAGE>
 
                               TABLE OF CONTENTS


Article Heading                                                        Page
---------------                                                        ----


I.      DEFINITIONS ..................................................   1

II.     SERVICE ......................................................   6

III.    ELIGIBILITY FOR PARTICIPATION ................................   8

IV.     CONTRIBUTIONS AND FORFEITURES ................................   9

V.      MAXIMUM ANNUAL ADDITIONS .....................................  17

VI.     MAINTENANCE OF PARTICIPANTS' ACCOUNTS ........................  18

VII.    VESTED INTERESTS .............................................  21

VIII.   DISTRIBUTION OF BENEFITS .....................................  23

IX.     INVESTMENT DISCRETION ........................................  26

X.      ADMINISTRATION ...............................................  28

XI.     AMENDMENTS AND DISCONTINUANCE ................................  31

XII.    TOP-HEAVY PROVISIONS .........................................  33

XIII.   TRUST PROVISIONS .............................................  35

XIV.    ADOPTION BY SUBSIDIARIES AND AFFILIATES ......................  44

XV.     LOANS TO PARTICIPANTS ........................................  45

XVI.    MISCELLANEOUS ................................................  47
<PAGE>
 
                          INFORMATION RESOURCES, INC.
                              AMENDED AND RESTATED
                    401(k) RETIREMENT SAVINGS PLAN AND TRUST


         This amended and restated agreement (the "Amended and Restated Plan and
Trust") is made this _____ day of ___________________, 1995 by and between
Information Resources, Inc. (hereinafter referred to as "Company") and the
Trustees of the Information Resources, Inc. 401(k) Retirement Savings Plan and
Trust.

                                  WITNESSETH:

         WHEREAS, the Company established a 401(k) Retirement Savings Plan and
Trust which became effective August 1, 1989 (the "Plan and Trust");

         WHEREAS, the Plan and Trust is for the benefit of eligible employees of
the Company;

         WHEREAS, the Plan and Trust is intended to be qualified under Section
401 et. seq. of the IRS Code of 1986, as amended (the "Code") and to be a tax
exempt trust under Section 501 of the Code;

         WHEREAS, the Executive Committee of the Board of Directors of the
Company has, since the effective date of the Plan and Trust, adopted various
amendments to the Plan and Trust;

         WHEREAS, the Executive Committee of the Board of Directors of the
Company has determined it to be in the best interests of the Company to now
incorporate all previous amendments to the Plan and Trust into one restated
document;

         NOW, THEREFORE, BE IT RESOLVED, that the Plan and Trust is hereby
amended and restated, such amended and restated Plan and Trust to be known as
the "Information Resources, Inc. Amended and Restated 401(k) Retirement Savings
Plan and Trust".
<PAGE>
 
                          INFORMATION RESOURCES, INC.
                              AMENDED AND RESTATED
                    401(k) RETIREMENT SAVINGS PLAN AND TRUST

                                   ARTICLE I

                                  DEFINITIONS


As used in this Amended and Restated Plan and Trust, the following terms shall
have the meaning hereinafter set forth unless the context shall clearly indicate
otherwise.

         1.1     "ACCRUED BENEFIT" as of any date shall mean the combined
balances of a Participant's 401(k) Account, Company Matching Contribution
Account, and Rollover Contribution Account.

         1.2     "ANNUAL ADDITIONS" to a Participant's accounts for any Plan
Year shall mean the sum of the Company's contributions to the Participant's
401(k) Account and Matching Contribution Account for the Plan Year under
consideration, including the Participant's share, if any, of forfeitures in
accordance with Section 415(c)(2) of the Code.

         1.3     "AUTHORIZED LEAVE OF ABSENCE" shall mean, as to any Employee,
an absence authorized by the Company for nonworking time by reason of layoff,
pregnancy, jury duty, illness, temporary disability, or military service.  In
granting such Authorized Leaves of Absence, the Company shall treat similarly
situated Employees uniformly.

         1.4     "BENEFICIARY" shall mean any person or persons designated by a
Participant in accordance with Section 8.6 to receive any death benefits that
may be payable under the Plan.  Wherever the rights of Participants are stated
or limited herein, their Beneficiaries shall be deemed bound thereby.

         1.5     "BOARD OF DIRECTORS" shall mean the Board of Directors of
Information Resources, Inc.

         1.6     "CODE" shall mean the Internal Revenue Code of 1986, as amended
from time-to-time.

         1.7     "COMMITTEE" shall mean the individuals designated by the Board
of Directors pursuant to Article X to administer the Plan.

         1.8     "COMPANY" shall mean Information Resources, Inc. and each
affiliate or subsidiary of the Company which adopts this Plan with the consent
of the Board of Directors in accordance with the provisions of Article XIV.

         1.9     "COMPENSATION" shall mean an Employee's total cash
compensation, including
<PAGE>
 
overtime pay and bonuses, but excluding (a) any Compensation in excess of
$150,000 or such higher amount which may from time to time be prescribed in
accordance with regulations issued by the Secretary of the Treasury or his
delegate in accordance with Section 401(a)(17) of the Code and subject to the
provisions of Article IV below, and (b) any Compensation due to a Company
contribution for life insurance, medical insurance, or disability insurance. If
a Participant enters into a Salary Reduction Agreement (as defined in Section
4.2) with the Company for a given Plan Year, his compensation for such Plan Year
for all purposes of this Plan except Sections 4.2, 4.4, and 12.3 shall be equal
to his compensation after application of the Salary Reduction Agreement.  For
purposes of Sections 4.2, 4.4, and 12.3, Compensation shall be determined
without application of any Salary Reduction Agreement.

         1.10    "DATE OF TERMINATION" shall mean the earlier of the following
dates:

                 (a)      the date an Employee quits, is discharged, retires for
                          reasons other than disability, or dies;

                 (b)      the date which is the first anniversary of the date of
                          an Employee is laid off or commences an Authorized
                          Leave of Absence, excluding Military Leave of Absence,
                          if such Employee has not returned to the active employ
                          of the Company by such anniversary; or

                 (c)      the date which is the ninety-first (91st) day
                          following the date an Employee separates from military
                          service, if such Employee was on a Military Leave
                          of Absence, and such Employee has not returned to the
                          active employ of the Company by such date.

         1.11    "DETERMINATION DATE" means, with respect to any Plan Year, the
last day of the preceding Plan Year.  For the short Plan Year beginning August
1, 1989 and ending December 31, 1989, the Determination Date shall be the last
day of such Plan Year.

         1.12    "DISABLED" or "DISABILITY" shall mean a physical or mental
condition which qualifies an Employee for disability benefits under the
Company's disability plan.  Retirement due to Disability shall be granted on a
uniform basis for all Participants in similar circumstances.

         1.13    "EARLY RETIREMENT DATE" shall mean, as applicable, the date an
Employee retires from the active employ of the Company on or after attaining age
fifty-five (55) and receiving credit for at least seven (7) years of Vesting
Service, or the date that an Employee who has satisfied such seven (7) year
Vesting Service requirement before separating from service with the Company
(with a nonforfeitable right to an accrued benefit), but who separated from
service prior to reaching such age requirement, attains age fifty-five (55).

         1.14    "EFFECTIVE DATE" shall mean August 1, 1989.

                                       2
<PAGE>
 
         1.15    AN "EMPLOYEE" shall mean any individual currently in the employ
of the Company, including Leased Employees, but excluding any director of such
Company who is not in the employ of the Company.

         1.16    "ERISA" shall mean the Employee Retirement Income Security Act
of 1974 as amended from time-to-time.

         1.17    "FORMER PARTICIPANT" shall mean a former Employee or
Beneficiary who is entitled to receive, is receiving, or has received
distributions provided herein.

         1.18    "FUND" shall mean all monies as from time-to-time held by the
Trustees.

         1.19    "401(K) ACCOUNT" shall mean an account established by the
Company for each Participant to hold the Company's 401(k) Contributions made
hereunder on behalf of such Participant and a proportionate share of the net
earnings for each Plan Year.  The maintenance of separate 401(k) Accounts shall
be primarily for accounting purposes and shall not restrict Fund investments.

         1.20    "401(K) CONTRIBUTION" shall mean contributions made by the
Company to the Plan on behalf of a Participant under the terms of a Salary
Reduction Agreement (as defined in Section 4.2) entered into between the Company
and the Plan and the Participant.

         1.21    "HIGHLY COMPENSATED EMPLOYEE" means any Employee or former
Employee who, at any time during the Plan Year or the preceding Plan Year, is a
Highly Compensated Employee as defined in Code Section 414(q) and the
implementing regulations thereunder, as amended from time to time.

         1.22    "HOUR OF SERVICE" shall mean and be determined on the following
basis for all Employees:

                 (a)      each hour for which he is either directly or
                          indirectly paid or entitled to payment by the Company
                          or an Affiliated Company for the performance of duties
                          (these hours shall be credited to the period in which
                          the duties are performed); excluding, payments on
                          account of a period during which no duties are
                          performed if such payment is made or due under a plan
                          maintained solely for the purpose of complying with
                          applicable worker's compensation, or unemployment
                          compensation or disability insurance laws;

                 (b)      each hour for which he is directly or indirectly paid,
                          or entitled to payment, by the Company or an
                          Affiliated Company for reasons (such as vacation,
                          holiday, jury duty, sickness, or disability, layoff,
                          military duty or leave of absence) other than for the
                          performance of duties (these hours shall be credited
                          to the computation period or periods as determined
                          under the

                                       3
<PAGE>
 
                          rules set forth in 29 Code of Federal Regulations
                          Section 2530.200b-2(c)(2)); and

                 (c)      each hour for which back pay, irrespective of
                          mitigation of damages, has been awarded to the
                          Employee or Participant or agreed to by the Company or
                          an Affiliated Company, except that hours under this
                          paragraph 1.22(c) shall not duplicate hours under
                          paragraph 1.22(a) and (b) (these hours shall be
                          credited for the computation period or periods to
                          which the award or agreement pertains rather than the
                          computation period in which the award, agreement, or
                          payment was made).

         No more than 501 hours of service shall be credited under subparagraph
1.22(b) to an Employee or Participant on account of any single continuous period
during which he performs no duties (whether or not such period occurs in a
single computation period) unless the Committee establishes uniform,
nondiscriminating rules which provides to the contrary.  An Employee or
Participant who is on leave due to military duty shall be created as required by
Federal law, provided the Participant returns to an Affiliated Company within
the time provided under Federal and State laws following eligibility for
discharge, at a rate of 8 hours a day, 40 hours a week during such period of
time.

         In case of payment which is made or due on account of a period during
which an Employee performs no duties, and which results in the crediting of
Hours of Service under paragraph 1.22(c), or in the case of an award or
agreement is made with respect to a period described in paragraph 1.22(b), the
number of Hours of Service to be credited shall be determined on the basis of
the rules set forth in 29 Code of Federal Regulations Section 2530.200b-2(b).

         1.23    "KEY EMPLOYEE" means any Participant or Former Participant in
the Plan who, at any time during the Plan Year or any of the preceding four (4)
Plan Years, is a Key Employee as defined in Code Section 416(i)(l).  Upon the
death of a Key Employee, the Key Employee's Beneficiary shall be considered a
Key Employee.

         1.24    "LEASED EMPLOYEE" shall mean any individual who is not an
Employee of the Company and who provides services for the Company if

                 (a)      such services are provided pursuant to an agreement
                          between the Company and any other person;

                 (b)      such individual has performed such services for the
                          Company (or a related person within the meaning of
                          Section 144(a)(3) of the Code) on a substantially
                          full-time basis for a period of at least one (1) year;
                          and

                 (c)      such services are of a type historically performed by
                          employees in the business field of the Company.

                                       4
<PAGE>
 
         1.25    "LIMITATION YEAR" shall mean the Plan Year.

         1.25.1  "LOAN ADMINISTRATOR" shall mean the individual designated by
the Committee to administer the Plan's loan program described in Article XV.  If
at any time and for any reason there ceases to be a Loan Administrator, the term
Loan Administrator shall mean the Committee until such time as a new Loan
Administrator is appointed.

         1.26    "MATCHING CONTRIBUTION ACCOUNT" shall mean an account
established by the Company for each Participant to hold the Participant's share
of the Company Matching Contribution for each Plan Year, if any, and a
proportionate share of the net earnings for each Plan Year.  The maintenance of
separate Matching Contribution Accounts shall be primarily for accounting
purposes and shall not restrict Fund investments.

         1.27    "MILITARY LEAVE OF ABSENCE" shall mean a leave of absence
granted automatically for any period of military service in which an individual
s employment rights are protected by any law of the United States governing
military service, provided such individual returns to the service of the Company
within such individual returns to the service of the Company within ninety (90)
days of his separation from such military service.

         1.28    "NON-HIGHLY COMPENSATED EMPLOYEE" shall mean an Employee who is
not a Highly Compensated Employee.

         1.29    "NON-KEY EMPLOYEE" shall mean an Employee who is not a Key
Employee.

         1.30    "NORMAL RETIREMENT DATE" shall mean the Participant's
sixty-fifth (65th) birthday.

         1.31.   "PARTICIPANT" shall mean an Employee of the Company who becomes
a Participant as provided in Article III.  Once a Participant becomes eligible
for participation in the Plan, he shall continue to be a Participant under the
Plan until the date he terminates his employment with the Company.

         1.32.   "PLAN" shall mean the Information Resources, Inc. Amended and
Restated 401(k) Retirement Savings Plan as set forth herein or as amended from
time-to-time.

         1.33    "PLAN ADMINISTRATOR" shall mean the Company.

         1.34    "PLAN YEAR" shall initially mean the five-month period
beginning August 1, 1989 and ending December 31, 1989 and thereafter shall mean
the twelve-month period commencing on a January 1 and ending on the following
December 31.

         1.35    "RETIREMENT DATE" shall mean a Participant's date of retirement
on or after his

                                       5
<PAGE>
 
Normal Retirement Date, Early Retirement Date, or retirement due to Disability,
whichever is applicable.

         1.36    "ROLLOVER CONTRIBUTION ACCOUNT" shall mean an account
established by the Company for each Participant to hold any rollover
contributions made to the Plan by or on behalf of the Participant pursuant to
Section 6.3, and a proportionate share of net earnings for each Plan Year.  The
maintenance of separate Rollover Contribution Accounts shall primarily be for
accounting purposes and shall not restrict Fund investments.

         1.37    "TOP-HEAVY PLAN" means a defined contribution plan where, as of
a Determination Date, the aggregate of the accounts of Key Employees under the
plan is greater than sixty percent (60%) of the aggregate of the accounts of all
Employees under such plan.  The calculation of the aggregate of Employees
accounts for both Key and Non-Key Employees shall exclude amounts attributable
to (a) deductible Employee contributions (in accordance with Treasury Department
regulations Section 1.416-1, T-28 and its successor provisions), and (b)
rollover contributions from a plan of an unrelated employer accepted by the
Plan. Aggregate values of Employee's accounts shall include any distributions
made within the Plan Year that includes the Determination Date, as well as
within the four preceding Plan Years, but exclude the accounts of any
Participant or Former Participant who has not rendered any service for the
Employer during any of the five (5) Plan Years ending on the Determination Date.

         1.38    "TRUST" shall mean the Information Resources, Inc. Amended and
Restated 401(k) Retirement Savings Trust as set forth herein or as amended from
time-to-time.

         1.39    "TRUSTEES" shall mean the individual, individuals or
corporation designated by the Board of Directors to hold and administer the
Fund, and any successor trustees appointed in accordance with the terms of the
Trust in Article XIII.

         1.40    "VALUATION DATE" shall mean June 30 and December 31 of each
Plan Year and at the discretion of the Company, but applied consistently, may be
any other additional dates selected by the Company.

                                   ARTICLE II

                                    SERVICE

         2.1     ONE-YEAR BREAK IN SERVICE.  An Employee shall suffer a One-year
Break in Service during any Plan Year in which the Employee does not complete
more than 500 Hours of Service.

         Notwithstanding anything contained in this Section 2.1 to the contrary,
a Participant shall, solely for purposes of avoiding a One-Year Break in
Service, be credited with up to 501 Hours of Service as if the Participant
remained in the active employ of the Company during an

                                       6
<PAGE>
 
Authorized Leave of Absence of up to one (1) year for reasons of (a) the
pregnancy of the Employee, (b) the birth of a child to the Employee or the
Employee's spouse, (c) the placement of a child with the Employee, or (d) caring
for a child immediately following birth or placement in connection with
adoption. Hours shall be credited at the rate of eight (8) hours per working day
and shall be credited solely in the Plan Year in which the leave commenced if
required to avoid a One-year Break in Service in that Plan Year or otherwise in
the Plan Year in which the one (1) year leave ended.

         2.2     PARTICIPATION SERVICE.  Participation Service shall mean
employment for which an Employee receives credit for purposes of determining his
eligibility for participation in the Plan.  One year of Participation Service
shall be granted if, during the initial twelve-month period commencing with an
Employee's date of employment, he is credited with at least one thousand (1,000)
Hours of Service.  If an Employee is not credited with at least one thousand
(1,000) Hours of Service during this initial twelve-month period, one year of
Participation Service shall be granted for the first Plan Year, commencing with
the Plan Year immediately following an Employee's date of hire, during which the
Employee is credited with at least one thousand (1,000) Hours of Service. Thirty
days of Participation Service shall be granted for the first calendar month that
an employee is credited with at least eighty-three (83) Hours of Service.

         For purposes hereunder, employment with any corporation, trade, or
business which is a member of a controlled group of corporations or under common
control (as defined in Section 1563(a) and Section 414 of the Internal Revenue
Code), or is a member of an affiliated service group (as defined in Section
414(m) of the Internal Revenue Code) and any other entity required to be
aggregated with the Company pursuant to regulations under Section 414(o) of the
Internal Revenue Code shall be recognized.

         In case of subsidiaries or affiliates which adopt this Plan in
accordance with Section 1.8, the Board of Directors of Information Resources,
Inc., in its sole discretion, at the time of adoption by the subsidiary or
affiliate, shall determine the date from which Participation Service is to be
credited.

         2.3     VESTING SERVICE.  Vesting Service shall mean employment for
which an Employee receives credit for purposes of determining his eligibility to
receive early retirement or vested benefits hereunder. An Employee shall receive
one year of Vesting Service for each calendar year in which he is credited with
1,000 or more Hours of Service.  Notwithstanding the above, no Vesting Service
shall be credited for calendar years prior to 1984.

         In the event an Employee suffers a One-Year Break in Service prior to
having a nonforfeitable interest in his Matching Contribution Account, as
determined in accordance with the provisions of Section 7.2, his Vesting Service
shall be forfeited if the Employee suffers the greater of (a) five (5)
consecutive One-Year Breaks in Service and (b) the number of consecutive
One-Year Breaks in Service if equal to or in excess of his Vesting Service.

         For purposes hereunder, employment with any corporation, trade, or
business which is a

                                       7
<PAGE>
 
member of a controlled group of corporations or under common control (as defined
in Section 1563(a) and Section 414 of the Code), or is a member of an affiliated
service group (as defined in Section 414(m) of the Code) shall be recognized.

         In the case of subsidiaries or affiliates which adopt this Plan in
accordance with Article XIV, the Board of Directors of the Company, in its sole
discretion, shall determine the date from which Vesting Service is to be
credited.

         2.4     PREDECESSOR COMPANY SERVICE.  Notwithstanding anything herein
to the contrary, an Employee who was an employee of a predecessor company shall
receive credit for employment and Vesting Service hereunder for his service with
the predecessor company, provided, however, that where this Plan is not an
amendment, restatement or continuation of the plan of the predecessor company,
service credit may be limited to the extent permitted under regulations to
Section 414 of the Code.

                                  ARTICLE III

                         ELIGIBILITY FOR PARTICIPATION

         3.1     ELIGIBILITY.

                 (a)  Employees of the Company on August 1, 1989 who have
attained age twenty-one (21) and have completed one year of Participation
Service shall become Participants on August 1, 1989.  Except as provided in
subsection (b), all other Employees shall become Participants on the January 1
or July 1 coincident with or immediately following the date the Employee attains
age twenty-one (21) and completes One Year of the Participation Service (as
provided in Section 2.2 hereof), provided the Employee remains in the employ of
the Company on such January 1 or July 1.

                 (b)  Beginning October 1, 1995, a Full-Time Employee of the
Company who has attained age twenty-one (21) and has completed thirty (30) days
of Participation Service shall become a Participant on the first day of that
quarter of a Plan Year that begins on or after the later of (1) the date on
which the Full- Time Employee attained age twenty-one (21) and (2) the date on
which the Full-Time Employee completed thirty (30) days of Participation
Service, provided that the Employee remains in the employ of the Company as a
Full-Time Employee on such first day of such first quarter.  For purposes of
this Section 3.1, a Full-Time Employee is an Employee that is treated by the
Company as working for the Company at least 40 hours per week.

         3.2     PARTICIPATION UPON REEMPLOYMENT.  In the event a Participant
terminates his Employment and is subsequently reemployed as an Employee, he
shall resume participation as of his date of reemployment.


                                   ARTICLE IV

                                       8
<PAGE>
 
                         CONTRIBUTIONS AND FORFEITURES

         4.1     401(K) CONTRIBUTION.  For each Plan year, the Company shall
contribute to the Plan an amount equal to the total amount of contributions
which the Company has agreed to make pursuant to Salary Reduction Agreements,
subject to the limitations in Article V.

         4.2     SALARY REDUCTION AGREEMENT.  Subject to the provisions stated
herein, a Participant may enter into a written Salary Reduction Agreement with
the Company.  The terms of such Agreement shall provide that the Participant
agrees to accept a reduction in Compensation from the Company based on multiples
of one percent (1%) of his Compensation per payroll period in an amount which is
at least two percent (2%) and does not exceed ten percent (10%).  For the short
Plan Year beginning August 1, 1989 and ending December 31, 1989, the reduction
in Compensation per payroll period can not exceed twenty percent (20%).  This
reduction in compensation shall not exceed $7,000 or such higher amount which
may from time-to-time be prescribed in accordance with regulations issued by the
Secretary of the Treasury or his delegate.  In consideration of such Agreement,
the Company shall make a 401(k) Contribution to the Participant's 401(k) Account
on behalf of such Participant for such Plan Year in an amount equal to the total
amount by which the Participant's Compensation was reduced during the Plan Year.
The Salary Reduction Agreement and other such forms as may be required hereunder
shall be filed at the time and in the manner specified by the Committee.

         The Committee shall be the agent of the Company for the purpose of
executing, amending or revoking Salary Reduction Agreements, and for giving or
receiving notices as provided herein.  All Salary Reduction Agreements shall be
governed by the following:

                 (a)      A Salary Reduction Agreement shall apply to each
                          payroll period during which it is on file with the
                          Committee until terminated, amended, or revoked as
                          provided herein. With the exception of the 1989 Plan
                          Year, each future Salary Reduction Agreement shall be
                          deemed to be renewed on each January 1 unless the
                          Company or Participant shall give not less than thirty
                          (30) days advance written notice of termination.

                 (b)      Salary Reduction Agreements shall initially take
                          effect as of August 1, 1989, or any subsequent January
                          1 on which an Employee becomes a Participant
                          hereunder. Thereafter, any Salary Reduction Agreement
                          or an amendment thereto shall be effective as of the
                          first day of the payroll period immediately following
                          the January 1 or July 1 which is on or after the
                          thirtieth (30) day after the Salary Reduction
                          Agreement or amendment thereto is executed by the
                          Participant and filed with the Committee.

                 (c)      The Company may amend or revoke its Salary Reduction
                          Agreement with any Participant at any time if the
                          Company determines that such revocation

                                       9
<PAGE>
 
                          or amendment is necessary to insure that a Participant
                          s Annual Additions for any Plan Year will not exceed
                          the limitations of Article V or to insure that the
                          discrimination tests of Section 401(k) of the Code are
                          met for such Plan Year, provided that no such
                          amendment shall increase the salary reduction
                          percentage specified in a Participant's Salary
                          Reduction Agreement.  Any such amendment or revocation
                          shall be done in a manner which shall not discriminate
                          in favor of officers, shareholders, directors or other
                          highly compensated Participants.

                 (d)      A Participant may suspend 401(k) Contributions to the
                          Plan upon thirty (30) days written notice.  A
                          Participant who suspends 401(k) Contributions shall
                          not be eligible to resume 401(k) Contributions until
                          the January 1 or July 1 at least six months after
                          suspension.

                 (e)      The Committee may make such reasonable rules as it
                          shall deem desirable to reduce undue clerical and
                          administrative time and expense in connection with
                          filing or amending Salary Reduction Agreements.

                 (f)      The Plan is to be interpreted and applied in a manner
                          that satisfies the requirements of Section 401(k) of
                          the Code, including section 401(k)(3) thereof, and the
                          regulations promulgated thereunder, as amended from
                          time to time, and all provisions of the Plan shall be
                          construed and applied in accordance with such
                          requirements.  In the event the Plan shall fail in the
                          Committee's reasonable judgment to meet the
                          nondiscrimination tests for 401(k) Contributions of
                          Section 401(k) of the Code for any Plan Year, the
                          Committee may, during the 2 1/2 month period following
                          the close of the Plan Year, return all or any portion
                          of such salary reduction amounts (including income
                          allocable thereto for the Plan Year) to the Highly
                          Compensated Employees, in accordance with the
                          nondiscrimination test and corrective provisions of
                          Section 401(k) and the regulations promulgated
                          thereunder, as amended form time to time, including
                          but not limited to Treasury Regulations Sections
                          1.401(k)-1(g)(1)(ii), 1.401(k)-1(f)(2),
                          1.401(k)-1(f)(5)(i) and 1.401(k)-1(f)(5)(ii).  The
                          amounts returned to the Highly Compensated Employees
                          shall be deemed Compensation to them in the year to
                          which the deferral applied, and the Salary Reduction
                          Agreements of all affected Highly Compensated
                          Employees shall be deemed retroactively amended as
                          provided in subsection (c) hereinabove.

                          For purposes of this subsection (f), in order to meet
                          the nondiscrimination tests for 401(k) Contributions,
                          one of the following tests must be satisfied:

                          (i)     The average percentage of compensation
                                  contributed by the Company to the Plan
                                  attributable to 401(k) Contributions on behalf

                                       10
<PAGE>
 
                                  of the eligible Highly Compensated Employees
                                  may not exceed one hundred twenty-five
                                  percentage (125%) of the average percentage of
                                  compensation contributed by the Company to the
                                  Plan attributable to 401(k) Contributions on
                                  behalf of the eligible Non-Highly Compensated
                                  Employees.

                          (ii)    The average percentage of compensation
                                  contributed by the Company to the Plan
                                  attributable to 401(k) Contributions on behalf
                                  of the Highly Compensated Employees may not
                                  exceed the average percentage of compensation
                                  contributed by the Company to the Plan
                                  attributable to 401(k) Contributions on behalf
                                  of the eligible Non-Highly Compensated
                                  Employees, plus two percent (2%), up to a
                                  maximum of two hundred percent (200%) of such
                                  average percentage on behalf of the eligible
                                  Non-Highly Compensated Employees.

                          For purposes of the foregoing tests, and in accordance
                          with Code Sections 401(k)(9) and 414(s),
                          "compensation" shall be defined in accordance with
                          Code Sections 401(k)(9) and 414(s) and the regulations
                          promulgated thereunder, specifically including
                          Treasury Regulations Section 1.414(s)-1, as the same
                          may be amended from time to time.

                 (g)      In the event the Company's tax deduction shall be
                          denied for any 401(k) Contribution, then all Salary
                          Reduction Agreements shall be deemed retroactively
                          amended pursuant to subsection (c) above, and upon the
                          Company's recovery of the amount disallowed (as
                          provided in Section 4.8), the amount so recovered
                          shall be allocated among Participants in accordance
                          with such amended Salary Reduction Agreements and paid
                          to such Participants as Compensation.

                 (h)      In the event the 401(k) Contribution made on behalf of
                          a Participant for any Plan Year shall exceed $7,000
                          (or such higher amount as may be prescribed in
                          accordance with Code Section 402(g) and regulations
                          promulgated thereunder), the Committee may, no later
                          than April 15 after the close of the applicable Plan
                          Year, return the amount of the excess.  Such amounts
                          returned to the affected Participants shall be deemed
                          Compensation to the Participants in the year to which
                          the deferral applied, and the Salary Reduction
                          Agreements of all affected Participants shall be
                          deemed retroactively amended.

         4.3     AFTER-TAX EMPLOYEE CONTRIBUTIONS.  No after-tax employee
contributions are required or permitted under the terms of this Plan.

                                       11
<PAGE>
 
         4.4     MATCHING CONTRIBUTIONS.  For each Plan Year, the Company shall
have the options, in its sole discretion, to make a Matching Contribution to the
Plan.  Such contribution, if any, shall be determined solely by the Committee
and shall be announced at least thirty (30) days prior to the Plan Year to which
it applies.  The Company or the Committee acting on behalf of the Company shall
be under no obligation to make this Matching Contribution, but instead, it shall
be at their sole discretion, subject to the requirements of Section 12.4, if
such section applied hereunder.  Such contribution shall be made to each
Participant's Matching Contribution Account and shall be allocated as a
percentage of the total amount the Participant defers for such period from the
prior Valuation Date to the current Valuation Date that does not exceed 6% of
the Participant's compensation for the same such period.

         4.5     CONTRIBUTIONS.  The Company's Matching Contributions under
Section 4.4 shall be made monthly on any date or dates selected by the Company;
provided, however, that the total annual contribution for each Plan Year shall
be paid on or before the date on which the Company's federal income tax return
is due, including any extensions of time obtained for the filing of the return.
The Company's 401(k) Contributions shall be made as of the end of each
Participant's payroll period provided, however, that in no event shall any
401(k) contribution for a Plan Year be paid on or after the thirtieth (30th) day
next following the close of the Plan Year.

         Notwithstanding anything herein to the contrary, the sum of the Company
s 401(k) Contributions and Matching Contributions for any Plan year shall not
exceed an amount equal to fifteen percent (15%) of Compensation otherwise paid
or accrued to all Participants for the Plan Year under consideration.

         The Plan is to be interpreted and applied in a manner that satisfies
the requirements of Section 401(m) of the Code, including Section 401(m)(2)
thereof, and the regulations promulgated thereunder, as amended from time to
time, and all provisions of the Plan shall be construed and applied in
accordance with such requirements.  In the event the Plan shall fail in the
Committee's reasonable judgment to meet the nondiscrimination tests for Matching
Contributions or other contributions of Section 401(m) of the Code for any Plan
Year, the Committee may, before the close of the following Plan Year, cause the
amount of the excess aggregate contributions by Highly Compensated Employees
(including the income allocable thereto) for such Plan Year to be distributed
or, if forfeitable, forfeited, to such Highly Compensated Employees in
accordance with the requirements of Section 401(m) and the regulations
thereunder.  The amount of such excess aggregate contributions shall be
determined in accordance with the requirements of Section 401(m)(6) of the Code
and the regulations promulgated thereunder.

         For purposes of this Section 4.5, in order to meet the
nondiscrimination tests for Matching Contributions, one of the following tests
must be satisfied:

                          (i)     The average contribution percentage on behalf
                                  of the eligible Highly Compensated Employees
                                  may not exceed one hundred twenty-five

                                       12
<PAGE>
 
                                  percent (125%) of the average contribution
                                  percentage on behalf of the eligible
                                  Non-Highly Compensated Employees.

                          (ii)    The average contribution percentage on behalf
                                  of the eligible Highly Compensated Employees
                                  may not exceed the average contribution
                                  percentage on behalf of the eligible
                                  Non-Highly Compensated Employees, plus two
                                  percent (2%), up to a maximum of two hundred
                                  percent (200%) of such average contribution
                                  percentage on behalf of the eligible
                                  Non-Highly Compensated Employees.

Average contribution percentage for purposes of the above tests is the average
of the ratios (calculated separately for each Employee who is an  eligible
employee  within the meaning of Code Section 401(m)(5)) of (i) the Matching
Contributions paid under the Plan on behalf of each such Employee for the Plan
Year and (ii) such Employee's compensation for the Plan Year, computed in
accordance with Code Section 401(m) and regulations promulgated thereunder.

         Optional Use of Matching Contributions to Comply With 401(k)
Nondiscrimination Test.  The Company may, if it so elects, include Matching
Contributions, if any, as employer contributions for purposes of compliance with
the nondiscrimination test specified in Section 4.2(f) of this Plan, provided
that it does so in accordance with the requirements of Code Section 401(k)(3)(D)
and regulations promulgated thereunder, including but not limited to Treas. Reg.
Sections 1.401(k)-1(g)(13) and 1.401(k)-1(b)(5).  In the event the Company makes
such an election, to the extent so used, such Matching Contributions shall not
additionally be taken into account under the nondiscrimination test of Code
Section 401(m) for such year, in accordance with Code Section 401(m)(3).  As
required to prevent the occurrence of a multiple use of limitations prohibited
by Code Section 401(m)(9), the Company shall calculate the actual deferral
percentage of those Highly Compensated Employees eligible to make both 401(k)
and 401(m) contributions in the manner described in, and in accordance with the
requirements of, Treasury Regulations Sections 1.401(k)-1(f)(2),
1.401(m)-2(c)(1) and 1.401(m)-2(c)(3), as the same may be amended from time to
time.

         4.6     FORFEITURES.  If upon termination of employment, a Participant
s vested interest in his Matching Contribution Account is less than one hundred
percent (100%), a  forfeiture  shall occur as of the end of the Plan Year in
which the Participant's termination of employment occurs or a distribution under
the Plan is received, whichever is later.  The Forfeiture shall equal the
portion of the Participant's Matching Contribution Account in which the
Participant is not vested as of his Date of Termination.

         Notwithstanding anything herein to the contrary, reference to a
Matching Contribution under the Plan for any Plan Year shall mean the portion of
the Forfeitures so applied to reduce the total amount the Company is otherwise
required to contribute for that Plan Year, plus the actual amount contributed by
the Company for that Plan Year.

                                       13
<PAGE>
 
         4.7     WITHDRAWALS.  No amounts may be withdrawn by a participant
hereunder prior to his or her termination of employment with the Company or
prior to age 59-1/2 unless it is determined by the Committee upon written
application of a Participant that an immediate and heavy financial need exists
on the part of the Participant.  The existence of an immediate and heavy
financial need shall be determined based on the Participant's relevant facts and
circumstances.  Notwithstanding the above, a Participant's need shall
automatically be deemed an immediate and heavy financial need if it is for the
purpose of meeting one of the following events or any additional events that may
be permitted in future rulings or notices from the Commissioner of the Internal
Revenue Service:

         1.      Medical expenses described in Section 213(d) of the Internal
                 Revenue Code incurred by the Participant, the Participant's
                 spouse, or any dependent of the Participant;

         2.      Purchase (excluding mortgage payments) of a principal residence
                 for the Participant;

         3.      Payment of tuition for the next semester or quarter of
                 post-secondary education for the Participant, the Participant's
                 spouse or the Participant's children or other dependents; or

         4.      Payment to prevent eviction of the Participant from his
                 principal residence or foreclosure on the mortgage of the
                 Participant's principal residence.

         In the event of an immediate and heavy financial need and with the
consent of the Committee, withdrawals will be permitted from the Participant's
401(k) Account and the Participant's Rollover Account (if any), but will be
restricted to the lesser of (i) the accumulated 401(k) Contributions made by the
Company on behalf of the Participant plus the Participant's Rollover Account
balance (if any), (ii) the Participant's 401(k) Account balance plus the
Participant's Rollover Account balance (if any), or (iii) the amount required to
meet the immediate and heavy financial need, with (i) and (ii) both as of the
immediately preceding Valuation Date.  Such withdrawals shall be available
within a reasonable time after the notice for withdrawal is filed with and
approved by the Committee.

         The Committee shall be protected in determining financial need upon the
Participant's representation that the need cannot be satisfied from other
resources of the Participant, including his spouse and minor children, to the
extent the assets are available to the Participant.  This representation shall
include the following resources:

         1.      Reimbursement or compensation by insurance or otherwise;

         2.      Reasonable liquidation of the Participant's assets to the
                 extent such liquidation would not, in itself, cause an
                 immediate and heavy financial need;

                                       14
<PAGE>
 
         3.      Cessation of 401(k) Contributions; or

         4.      Other distributions or nontaxable loans available from this
                 Plan or other plans maintained by the Company or by borrowing
                 from commercial sources on reasonable terms.

         Notwithstanding the above, the Committee may automatically determine
that the Participant's immediate and heavy financial need cannot be met through
other resources and thus waive the Participant representation requirement if
each of the following requirements are met:

         1.      The hardship withdrawal does not exceed the amount needed to
                 cover the immediate and heavy financial need.

         2.      The Participant has exhausted all distribution options,
                 excluding hardship withdrawals, and all nontaxable loans
                 available from the Plan or any qualified plan maintained by the
                 Company.

         3.      The Participant shall be precluded from entering into a Salary
                 Reduction Agreement for the twelve (12) months which
                 immediately follow the date of the hardship withdrawal.

         4.      For the Participant's taxable year in which the Participant is
                 again permitted to enter into a Salary Reduction Agreement
                 following the twelve (12) month period specified in (3) above,
                 the maximum 401(k) Contribution permitted for such tax year
                 shall be equal to (a) below less (b) below, where (a) and (b)
                 are as follows:

                 (a)      The maximum 401(k) Contribution permitted for said tax
                          year under the terms of Section 4.2 herein as
                          prescribed under Section 402(g) of the Code, less

                 (b)      The total 401(k) Contributions made on behalf of the
                          Participant during the Participant's taxable year in
                          which the hardship withdrawal was made.

                 For purposes of Section 4.2, a Participant shall be deemed to
                 have automatically revoked his Salary Reduction Agreement upon
                 receiving a hardship withdrawal and the provisions of Section
                 4.2(b) shall apply upon the end of the twelve (12) month period
                 specified in (3) above.

         The decision of the Committee relevant to hardship withdrawals shall be
final and conclusive as it respects all Participants, and the Committee shall
carry out its duties in a manner which is uniform and nondiscriminatory for all
Participants.

                                       15
<PAGE>
 
         4.8     RETURN OF COMPANY CONTRIBUTIONS.  It shall be impossible at any
time prior to the satisfaction of all liabilities with respect to Participants
or Former Participants and their Beneficiaries under the Plan for any part of
the corpus or income to be used for, or diverted to, purposes other than (a) the
exclusive benefit of Participants and Former Participants or the Beneficiaries,
or (b) defraying reasonable expenses of administering the Plan and Fund to the
extent such expenses are not paid by the Company, provided that:

                 (a)      if the Plan is denied either initial qualification or
                          qualification due to an amendment under Section 401(a)
                          of the Code, any Company contribution conditioned upon
                          the continued qualification of the Plan shall be
                          returned to the Company within one (1) year of the
                          denial of qualification;

                 (b)      if, and to the extent, a tax deduction for a Company
                          contribution under Section 404 of the Code is
                          disallowed, Company contributions conditioned upon
                          deductibility shall be returned to the Company within
                          one (1) year after the disallowance of the deduction;
                          and

                 (c)      if, and to the extent, a Company contribution is made
                          through a mistake of fact, such Company contribution
                          shall be returned to the Company within one (1) year
                          of the payment of the contribution.

         4.9     OBRA '93 ANNUAL COMPENSATION LIMIT.  In addition to other
applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual compensation of each employee taken into account
under the Plan shall not exceed the OBRA  93 annual compensation limit.  The
OBRA  93 annual compensation limit is $150,000, as adjusted by the Commissioner
for increases in the cost of living in accordance with section 401(a)(17)(B) of
the Code.  The cost-of-living adjustment in effect for a calendar year applies
to any period, not exceeding 12 months, over which compensation is determined
(determination period) beginning in such calendar year.  If a determination
period consists of fewer than 12 months, the OBRA  93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.

         For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under section 401(a)(17) of the Code shall mean the
OBRA  93 annual compensation limit set forth in this provision.

         If compensation for any prior determination period is taken into
account in determining  an employee's benefits accruing in the current Plan
Year, the compensation for that prior determination period is subject to the
OBRA  93 annual compensation limit in effect for that prior determination
period.  For this purpose, for determination periods beginning before the first
day of the first Plan Year beginning on or after January 1, 1994, the OBRA  93
annual compensation limit is $150,000.

                                       16
<PAGE>
 
                                   ARTICLE V

                            MAXIMUM ANNUAL ADDITIONS

         5.1     MAXIMUM LIMITATIONS.  Notwithstanding any other provisions of
this Plan, the Annual Additions to a Participant's accounts for any Limitation
Year shall not exceed the lesser of:

                 (a)      $30,000 or such higher amount which may from
                          time-to-time be prescribed in accordance with
                          regulations issued by the Secretary of the Treasury or
                          his delegate; or

                 (b)      25% of such Participant's nondeferred compensation
                          received during the Limitation Year under
                          consideration.

         5.2     DEFINED BENEFIT PLAN FRACTION.  For any Plan Year, the
numerator of the defined benefit plan fraction is the projected annual benefit
of a Participant under any defined benefit plan maintained by the Company,
determined as of the end of the Plan Year, and the denominator of the defined
benefit plan fraction is the lesser of (a) the product of 1.25 multiplied by the
dollar limitation in effect under Code Section 415(b)(1)(A) for such year, or
(b) the product of 1.4 multiplied by the amount which may be taken into account
under Code Section 415(b)(1)(B) with respect to such Participant under the plan
for such year.  For any Plan Year in which a defined benefit plan maintained by
the Company is Top-Heavy, the 1.25 in (a) above shall be replaced by 1.0.

         5.3     DEFINED CONTRIBUTION PLAN FRACTION.  For any Plan Year, the
numerator of the defined contribution plan fraction is the sum of the Annual
Additions to a Participant's account for the Plan Year under consideration and
all prior Plan Years, and the denominator of the defined contribution plan
fraction is the sum of the lesser of the following amounts determined for the
current Plan Year and for each prior year:  (a) the product of 1.25 multiplied
by the dollar limitation in effect under Code Section 415(c)(1)(A) for such year
or (b) the product of 1.4 multiplied by the amount which may be taken into
account under Code Section 415(c)(1)(B) (or subsection (c)(7) or (8), if
applicable) with respect to such Participant under the Plan for such year.  For
any Plan Year in which the Plan is a Top-Heavy Plan, the 1.25 in (a) above shall
be replaced by 1.0.

         5.4     COMBINED PLAN LIMITATION.  In the event any Participant under
this Plan is also a Participant under a defined benefit plan maintained by the
Company, the Annual Additions to a Participant's accounts for any Plan Year
shall not cause the sum of the Participant's Defined Benefit Plan Fraction for
such Plan Year and his Defined Contribution Plan Fraction for such Plan Year to
exceed 1.0.  If the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction shall exceed 1.0 in any such Plan Year, the numerator
of the Defined Benefit Plan

                                       17
<PAGE>
 
Fraction shall be adjusted so that the sum of both fractions shall not exceed
1.0 for such year.

         5.5     EXCESS ADDITIONS.  In the event it is determined that the
Annual Additions to a Participant's accounts for any Plan Year would be in
excess of the limitations described in Section 5.1 herein, such Annual Additions
for the Plan Year shall be reduced to the extent necessary to bring the Annual
Additions for such Plan Year within such limitations in the following order of
precedence:

                 (a)      Reduction of the Participant's allocable share of the
                          Matching Contribution to his Matching Contribution
                          Account for the Plan Year; and

                 (b)      Reduction of such Participant's share of the 401(k)
                          Contribution pursuant to his Salary Reduction
                          Agreement for the Plan Year, and such reduction shall
                          be deemed to be an amendment to the Participant's
                          Salary Reduction Agreement as provided in Section 4.2.

         5.6     AMOUNT OF REDUCTION.  If, and to the extent that the Annual
Additions to a Participants's Accounts is reduced in accordance with the
provisions of Section 5.5(a) above, the amount of such reduction shall, subject
to the limitations in Sections 5.1 and 5.4, be allocated among the respective
Accounts respectively of all remaining Participants in the proportion that the
Compensation of a Participant bears to the total Compensation of all
Participants, excluding those affected by the limitations in Sections 5.1 and
5.4.

                                   ARTICLE VI

                     MAINTENANCE OF PARTICIPANTS' ACCOUNTS

         6.1     ALLOCATION PROCEDURE.  As of each Valuation Date, the Company
shall adjust the individual accounts of each Participant and Former Participant,
as follows, in the order indicated:

                 (a)      Each Participant's and Former Participant's 401(k)
                          Account, Matching Contribution Account and Rollover
                          Contribution Account shall be reduced by any payments
                          received from such account since the prior Valuation
                          Date.

                 (b)      Subject to the provisions of Sections 5.1 and 5.4,
                          each Participant's 401(k) Account shall be increased
                          on each Valuation Date by one half (1/2) of the amount
                          of 401(k) Contributions made by the Company on behalf
                          of the Participant for the period from the prior
                          Valuation Date to the current Valuation Date under the
                          terms of the Participant's Salary Reduction Agreement.

                 (c)      Subject to the provisions of Sections 5.1 and 5.4,
                          each Participant's

                                       18
<PAGE>
 
                          Matching Contribution Account shall be increased on
                          each Valuation Date by one half (1/2) of the amount of
                          Matching Contributions made on behalf of the
                          Participant for the period from the prior Valuation
                          Date to the current Valuation Date.

                 (d)      Each Valuation Date, pursuant to the election made
                          under Section 9.2, if any, the value in each
                          Participant's accounts (including undistributed
                          balances of Former Participant's accounts and
                          including the adjustments in subsections (a), (b), and
                          (c) above but excluding Loan Accounts under Section
                          15.2), shall be proportionately increased or decreased
                          so that the total of all such accounts shall equal the
                          total assets of the Fund at fair market value as of
                          the current Valuation Date.  In determining the assets
                          of the Fund, one half (1/2) of the Matching
                          Contributions and one half (1/2) of the 401(k)
                          Contributions with respect to the current Valuation
                          Date shall be deducted.

                 (e)      Subject to the provisions of Sections 5.1 and 5.4,
                          each Participant's 401(k) Account shall be increased
                          on each Valuation Date by the other one half (1/2) of
                          the amount of 401(k) Contributions made by the Company
                          on behalf of the Participant for the period from the
                          prior Valuation Date to the current Valuation Date
                          under the terms of the Participant's Salary Reduction
                          Agreement.

                 (f)      Subject to the provisions of Sections 5.1 and 5.4,
                          each Participant's Matching Contribution Account shall
                          be increased on each Valuation Date by the other one
                          half (1/2) of the amount of Matching Contributions
                          made on behalf of the Participant for the period from
                          the prior Valuation Date to the current Valuation
                          Date.

         Notwithstanding anything herein to the contrary, in the event the
Trustees are able to accurately record investment gains and losses of
Participant's accounts due to segregated investments or otherwise, such records
shall be used in lieu of the allocation method set forth in subsection (d)
above.  In all other circumstances, the method established in subsection (d)
above shall be followed.

         6.2     LATE RETIREMENT.  In the event a Participant remains in the
active employ of the Company beyond the Plan Year in which occurs his Normal
Retirement Date, the Participant shall be entitled to continue his participation
in the Plan in all respects as if he had not yet reached his Normal Retirement
Date.

         6.3     ROLLOVERS.

                 (a)      Requirements for Rollover Contributions.  If an
                          Employee receives, either

                                       19
<PAGE>
 
                          before or after becoming a Participant, an eligible
                          rollover distribution from a qualified trust or a
                          qualified annuity plan within the meaning of Section
                          402(c) or Section 403(a) of the Internal Revenue Code,
                          then such Employee may contribute to the Plan an
                          amount which does not exceed the portion of such
                          eligible rollover distribution that would be
                          includible in the gross income of the Employee but for
                          the application of Section 402(c)(1) or Section
                          403(a)(4) of the Internal Revenue Code.  If an
                          Employee receives, either  before or after becoming a
                          Participant, a distribution or distributions from an
                          individual retirement account, an individual
                          retirement annuity or a simplified employee pension
                          within the meaning of  Section 408 of the Internal
                          Revenue Code, then such Employee may contribute to the
                          Plan an amount which does not exceed the portion of
                          such distribution or distributions that would be
                          treated as a rollover contribution within the meaning
                          of Section 408(d)(3) of the Internal Revenue Code.

                 (b)      Delivery of Rollover Contributions.  Any rollover
                          contribution pursuant to this Section shall be
                          delivered by the Employee to the Trustees on or before
                          the 60th day after the day on which the Employee
                          receives the distribution or on or before such later
                          date as may be prescribed by law.  Any such
                          contributions must be accompanied by (i) a statement
                          of the Employee that to the best of his knowledge the
                          amount so transferred meets the conditions specified
                          in this Section, (ii) a copy of such documents as may
                          have been received by the Employee advising him of the
                          amount of and the character of such distribution, and
                          (iii) if the Employee is not a Participant, an
                          investment election under Section 9.1.
                          Notwithstanding the foregoing, the Trustees shall not
                          accept a rollover contribution if in its judgment,
                          accepting such contribution would cause the Plan to
                          violate any provision of the Internal Revenue Code or
                          regulations, or if such contribution would cause the
                          qualified joint and survivor annuity rules of Section
                          401(a)(11) of the Internal Revenue Code to take effect
                          hereunder.

                 (c)      Special Accounting Rules for Rollover Contributions.
                          An Employee's rollover contribution shall be credited
                          to a Rollover Account established for this purpose, as
                          of the date on which such contribution is delivered to
                          the Trustees, and in accordance with the investment
                          direction pursuant to Section 9.1, to the appropriate
                          subaccounts of such account.  For purposes of the
                          investment allocations under Section 6.1(c), a
                          Participant's Rollover Account in the year in which
                          the rollover contribution is received, shall be
                          credited with investment income (loss) on a weighted
                          average basis.  The value shall then be increased by
                          the rollover contribution multiplied by a factor, with
                          such factor based on the timing of the rollover
                          contribution as set forth in the following table:

                                       20
<PAGE>
 
                          Date Trustees Receive Rollover Contribution     Factor
                          -------------------------------------------     ------

                          January 1 to February 15,
                               or July 1 to August 15                      .75
                          February 16 to March 31,
                               or August 16 to September 30                 .5
                          April 1 to May 15,
                               or October 1 to November 15                 .25
                          May 16 to June 30,
                               or November 16 to December 31                 0

                          This table is based on the premise that the
                          allocations will be performed each June 30 and
                          December 31.  If allocations are performed more
                          frequently, then equivalent time periods shall be
                          used.

                          For years subsequent to the year in which the rollover
                          contribution is received, the Rollover Account shall
                          be treated in the same manner as the 401(k) Account or
                          Matching Contribution Account under Section 6.1 as it
                          relates to the allocation of investment income.

                                  ARTICLE VII

                                VESTED INTERESTS

         7.1     401(K) ACCOUNT AND ROLLOVER CONTRIBUTION ACCOUNT VESTING.  The
amounts credited to a Participant's 401(k) Account and Rollover Contribution
Account shall be fully vested and nonforfeitable at all times.

         7.2     VESTING OF MATCHING CONTRIBUTION ACCOUNT.  A Participant's
matching Contribution Account shall become vested and nonforfeitable under the
following circumstances, and to the extent indicated:

                 (a)      In the event of the Participant's retirement (i) on or
                          after his Normal Retirement Date, (ii) on or after his
                          Early Retirement Date, or (iii) due to Disability, his
                          vested interest shall be 100% of his individual
                          Matching Contribution Account.

                          Notwithstanding anything herein to the contrary, a
                          Participant shall be one hundred percent (100%) vested
                          in his individual Matching Contribution Account upon
                          reaching his Normal Retirement Date.

                 (b)      In the even of the Participant's death, his vested
                          interest shall be 100% of

                                       21
<PAGE>
 
                          his individual Matching Contribution Account.

                 (c)      In the event a Participant terminates employment prior
                          to becoming eligible for retirement as set forth in
                          subsection (a) or for reasons other than death, his
                          vested interest in his Matching Contribution Account
                          shall be determined from the following table:

                                      Years of
                                  Vesting Service           Vesting Percentage
                                  ---------------           ------------------

                                  Less than 2                        0%
                                  2 but less than 3                 10%
                                  3 but less than 4                 20%
                                  4 but less than 5                 40%
                                  5 but less than 6                 60%
                                  6 but less than 7                 80%
                                  7 or more                        100%

         7.3     REEMPLOYMENT.  In the event (a) a Participant terminates his
employment for any reason other than retirement or death, (b) the Participant
has less than a 100% vested interest in his Matching Contribution Account on his
Date of Termination, and (c) such Participant is subsequently reemployed after
having suffered the greater of (i) five (5) consecutive One-Year Breaks in
Service or (ii) the number of consecutive One-Year Breaks in Service if equal to
or in excess of his Vesting Service, the Participant's Matching Contribution
Account shall remain fixed except for any net earnings which may be allocated to
such account in accordance with the provisions of Section 6.1(c).  Upon
reemployment, the Company shall set up a new Matching Contribution Account for
the reemployed Participant, primarily for accounting purposes, such that any
additional Vesting Service that the Participant is credited with on account of
his reemployment shall cause his vested interest to increase from his vested
interest prior to reemployment, but such vested interest shall only apply to the
Participant's new Matching Contribution.

         7.4     RESTORATION OF FORFEITURES.  In the event a Participant who has
terminated employment resumes employment covered under the Plan prior to
incurring five (5) consecutive One-Year Breaks in Service, any Forfeiture from
his Matching Contribution Account shall be restored and shall be credited to his
Matching Contribution Account as of the end of the Plan Year in which he resumes
employment, to be held and thereafter applied to provide benefits in accordance
with the provisions of the Plan, provided if such Participant has already
received a distribution in accordance with Article VIII, the provisions of
Section 8.8 are met.

         Any Forfeiture so restored shall be deducted from the Forfeitures
otherwise available for the Plan Year in which such restoration is made, or to
the extent such Forfeitures are insufficient, shall be paid to the Fund by the
Company.  See Article VIII, Section 8.12, for rules regarding reemployment of a
Participant.

                                       22
<PAGE>
 
                                  ARTICLE VIII

                            DISTRIBUTION OF BENEFITS

         8.1     RETIREMENT.  Subject to the provisions of Section 8.7, in the
event a Participant becomes entitled to benefits because of his retirement on or
after his Normal Retirement Date or on or after his Early Retirement Date,
benefit payments shall commence as soon as administratively possible following
the Valuation Date coincident with or following the actual date of retirement;
provided, that with respect to an early retirement benefit, the Participant has
made a claim for benefits to the Company in accordance with Treasury Regulation
Section 1.401(a)-14(c)(1)(ii).  Benefit payments shall be based on the value of
the Participant's vested amount (determined under Article VII hereof) in his or
her Matching Contribution Account, 401(k) Account, and Rollover Contribution
Account, if any, determined as of the Valuation Date immediately preceding the
benefit commencement date hereunder.  At the discretion of the Committee, a
payment may be made other than on the Plan's Valuation Date; however, the value
of his accounts will be the amount determined as of the Plan's last Valuation
Date plus contributions made to the Fund after such date and no payment shall be
deferred other than in accordance with Section 8.7 hereof.  No investment
experience will be credited for the period following such Valuation Date to the
date specified for the distribution.

         8.2     DEATH.  In the event a Participant dies in the active employ of
the Company prior to receiving his nonforfeitable rights hereunder, benefit
payments shall commence as soon as administratively possible following the
Valuation Date coincident with or following the Participant's actual date of
death. Benefit payments shall be based on the value of the Participant's
Matching Contribution Account, 401(k) Account, and Rollover Contribution
Account, if any, determined as of the Valuation Date immediately preceding the
benefit commencement date hereunder.  At the discretion of the Committee, a
payment may be made other than on the Plan's Valuation Date; however, the value
of his accounts will be the amount determined as of the Plan's last Valuation
Date plus contributions made to the Fund after such date and no payment shall be
deferred other than in accordance with Section 8.7 hereof.  No investment
experience will be credited for the period following such Valuation Date to the
date specified for the distribution.

         8.3     DISABILITY.  Subject to provisions of Section 8.7, in the event
a Participant becomes eligible for disability benefits under a Company insured
long-term disability plan, benefit payments shall commence as soon as
administratively possible following the Valuation Date coincident with or
following the actual date of disability.  However, if such disability plan
benefits would be reduced by the benefits payable from this Plan, the payment of
his accounts can be deferred until the earlier of the end of the Plan Year
during which a member attains age 65 or the date as of which the insured
disability benefits cease.

         Benefit payments shall be based on the value of the Participant's
Matching Contribution Account, 401(k) Account, and Rollover Contribution
Account, if any, determined as of the

                                       23
<PAGE>
 
Valuation Date immediately preceding the benefit commencement date hereunder. At
the discretion of the Committee, a payment may be made other than on the Plan's
Valuation Date; however, the value of his accounts will be the amount determined
as of the Plan's last Valuation Date plus contributions made to the Fund after
such date and no payment shall be deferred other than in accordance with Section
8.7 hereof.  No investment experience will be credited for the period following
such Valuation Date to the date specified for the distribution.

         8.4     TERMINATION.  In the event a Participant terminates his
employment for reasons other than retirement, Disability, or death, payments
shall commence as soon as administratively possible following the Valuation Date
coincident with or following the Participant's actual Date of Termination.
Benefit payments shall be based on the value of the Participant's 401(k)
Account, Matching Contribution Account, and Rollover Contribution Account, if
any, determined as of the Valuation Date immediately following the Date of
Termination.  At the discretion of the Committee, a payment may be made other
than on the Plan's Valuation Date; however, the value of his accounts will be
the amount determined as of the Plan's last Valuation Date plus contributions
made to the Fund after such date and no payment shall be deferred other than in
accordance with Section 8.7 hereof.  No investment experience will be credited
for the period following such Valuation Date to the date specified for the
distribution.

         8.5     MANNER OF DISTRIBUTION.  Distribution of any Participant's
share in the Fund shall be made to the person or persons entitled to such
distribution by payment in a lump sum, unless the distribution is made to an
eligible retirement plan in accordance with Section 8.10 hereof.

         8.6     BENEFICIARY.  Each Participant shall designate one or more
persons to receive any distribution payable upon the death of the Participant by
filing such designation in writing with the Committee.  The Participant has the
right to change and successively change his designated Beneficiary.  In no
event, however, shall such designation or change of Beneficiary be valid unless
the Participant's spouse, if any, consents in writing to the designation, or
change in designation, of a Beneficiary or Beneficiaries. If the Participant has
filed no designation, the death benefits shall be paid to the Participant's
spouse, if any.  If the Participant has filed no designation and there is no
spouse, or if such person or persons so designated shall have predeceased the
Participant, the death benefits shall be paid to the Participant's duly
appointed and qualified executor or administrator, or if no executor or
administrator is appointed and qualified, within sixty (60) days following
receipt by the Committee of notice of the death of the Participant, such death
benefits may be paid, as the Committee in its sole discretion may determine, to
or among any one or more of the following:  the spouse, issue of the
Participant, or any person or persons found by the Committee to be equitably
entitled thereto by reason of having paid or incurred expenses on account of the
funeral or the last illness of the Participant.

         8.7     REQUIRED DISTRIBUTION DATES.  In no event shall any
distributions hereunder be made later than sixty (60) days after the close of
the Plan Year in which occurs the Participant's Normal Retirement Date, or, if
later, his actual retirement.  Notwithstanding the above, distributions
hereunder shall be made no later than April 1 after the close of the Plan Year
in

                                       24
<PAGE>
 
which the Participant attains age seventy and one half (70-1/2), regardless of
whether or not the Participant actually retires.

         If any distribution is made hereunder to a Participant prior to age
fifty-nine and one half (59-1/2), the Participant may be subject to a ten
percent (10%) tax based on the amount of Company contributions allocated to him.

         8.8     FACILITY OF PAYMENT.  If the Committee shall be of the opinion,
from information deemed by it to be reliable, that a person entitled to
distributions hereunder is unable for any reason to attend to his affairs, the
Committee may direct that benefits due shall be withheld until a guardian for
such person has been duly appointed and that such benefits be paid only to such
guardian; or, in the alternative, the Committee may direct that such benefits be
paid to any relative by blood or connection by marriage of the person appearing
to the Committee to be equitably entitled to same or best qualified to apply
same to the comfort, maintenance, and support of such person.  The Committee's
decision on such matters shall be conclusive and binding on all persons and
parties in interest.

         8.9     CASH-OUT.  Subject to the provisions of Section 8.7, the Plan
may not make a distribution to a Participant if the value of the Participant's
account is in excess of $3,500 unless the Participant consents to such
distribution.

         8.10    DIRECT ROLLOVERS.  This Section applies to distributions made
on or after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this Section,
a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to a eligible retirement plan specified by the distributee in a direct
rollover.  The following definitions shall apply for purposes of the application
of this Section:

                 (a)      ELIGIBLE ROLLOVER DISTRIBUTION.  An eligible rollover
                          distribution is any distribution of all or any portion
                          of the balance to the credit of the distributee,
                          except that an eligible rollover distribution does not
                          include: any distribution that is one of a series of
                          substantially equal periodic payments (not less
                          frequently than annually) made for the life (or life
                          expectancy) of the distributee or the joint lives (or
                          joint life expectancies) of the distributee and the
                          distributee's 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 includible in
                          gross income (determined without regard to the
                          exclusion for net unrealized appreciation with respect
                          to employer securities).

                 (b)      ELIGIBLE RETIREMENT PLAN.  An eligible retirement plan
                          is an individual retirement account described in
                          section 408(a) of the Code, an individual

                                       25
<PAGE>
 
                          retirement annuity described in section 408(b) of the
                          Code, an annuity plan described in section 403(a) of
                          the Code, or a qualified trust described in section
                          401(a) of the Code, that accepts the distributee
                          eligible rollover distribution.  However, in the case
                          of an eligible rollover distribution to the surviving
                          spouse, an eligible retirement plan is an individual
                          retirement account or individual retirement annuity.

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

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

         8.11    TAX WITHHOLDING ON DISTRIBUTIONS.  The Trustee or other payor
of any distribution under the Plan is authorized to withhold from any
distribution the amount of any tax required by law to be withheld from such
distribution and to pay such amount over to the appropriate taxing authorities.

         8.12    REEMPLOYMENT OF A PARTICIPANT.  In the event a Participant is
reemployed by the Employer prior to incurring five (5) consecutive One-Year
Breaks in Service and the Participant had previously received a lump sum
distribution of his Accounts representing less than a one hundred percent (100%)
interest in all such Accounts, the Participant shall have the right to pay back
the amount of his lump sum distribution, and thus be entitled to a restoration
of his forfeitures in accordance with the procedures established in Section 7.4.
Such repayment shall be made not later than the earlier of five (5) consecutive
One-Year Breaks in Service or five (5) years from the date the Participant is
reemployed.

                                   ARTICLE IX

                             INVESTMENT DISCRETION

         9.1     INVESTMENT ACCOUNTS.  The Committee shall direct the Trustee,
in accordance with the Participant's instructions, regarding the manner in which
the Participant wishes to have his accounts invested.  A Participant may direct
that investments be made in either the Investment Reserve Fund, the Balanced
Blend Fund, the Low P/E Common Stock Fund, the Special Capital Fund, or a
combination of the funds. The Trustees shall establish and maintain the funds
described herein.

                 (a)      Investment Reserve Fund - This fund is a money market
                          fund which

                                       26
<PAGE>
 
                          consists of short-term high-quality securities, such
                          as commercial paper sold by corporations that have
                          excellent credit ratings, and issues of the U.S.
                          Treasury and Government Agencies.

                 (b)      Balanced Blend Fund - This fund is a diversified
                          selection of individual investment funds including
                          bond funds and common stock funds combined into a
                          single portfolio.

                 (c)      Common Stock Fund - This fund is composed of stocks
                          that can be purchased at prices that are low in
                          relation to the amount of earnings (profits) a company
                          has the potential to make.

                 (d)      Special Capital Fund - This fund provides a
                          systematic, disciplined investment process of choosing
                          mispriced and undervalued "special cap" stocks:  those
                          with capitalization between $50 million and $500
                          million.

         Notwithstanding the above, the Company may at some time in the future
establish additional funds or may terminate existing funds.

         All charges and expenses incurred in connection with the purchase and
sale of investments for a fund shall be charged to such fund.

         9.2     INVESTMENT ELECTION.  Subject to the provisions of Section 9.1,
each Participant, in writing, initially as of his participation date and
thereafter on a date which is at least thirty (30) days prior to the January 1
or July 1 on which the Participant wishes to revise his investment election,
shall make an investment election which shall apply to the investment of any
contributions to his accounts, plus any investment gains or losses thereon. Such
investment election shall be to have such contributions invested either (i)
wholly in one of the funds described in Section 9.1(a, b, c or d), or (ii) in
ten percent (10%) increments in any combination of the funds described in
Section 9.1(a, b, c  or d).

         Notwithstanding the above, in the event the Trustees, in accordance
with the instructions from the Plan Administrator, establish additional funds or
terminate existing funds, Participants may elect to invest wholly in one of the
funds or in ten percent (10%) increments in any combination of funds.

         9.3     CHANGE OF INVESTMENT ELECTION.  Subject to the provisions of
Section 9.1, a Participant may elect to change his investment election with
respect to amounts credited to his 401(k) Account, Matching Contribution
Account, and Rollover Contribution Account, in writing to the Committee, at
least thirty (30) days prior to the January 1 or July 1 on which the election is
to take effect.  Such change shall be limited to the investment choices
described in Section 9.2, and shall take effect on the next following applicable
January 1 or July 1, or first business day thereafter.

                                       27
<PAGE>
 
                                   ARTICLE X

                                 ADMINISTRATION

         10.1    APPOINTMENT OF COMMITTEE.  The Board of Directors may appoint
at least three (3) individuals to serve as the Committee responsible for
administering the Plan.  These individuals may, but need not be, Employees of
the Company.  A Committee member shall continue to serve as such until his
death, resignation or incapability, or until he shall be removed by action of
the Board of Directors.  Such removal shall become effective upon delivery to
the Committee member of written notice to that effect.  Any Committee member may
resign and such resignation shall become effective thirty (30) days after
delivery of a notice thereof to the Board of Directors, or sooner, if designated
by the Board of Directors.  In the event of the death, resignation or removal of
any Committee member, the Board of Directors shall appoint a successor Committee
member.

         10.2    COMMITTEE RIGHTS.  The Committee shall have the following
powers, rights, and duties in addition to those given it elsewhere in the Plan:

                 (a)      To select a secretary, if it believes it advisable,
                          who may, but need not be, an Employee of the Company;

                 (b)      To determine all questions arising under the Plan,
                          including the power to determine the rights or
                          eligibility of Employees or Participants and their
                          Beneficiaries, or the amount in their accounts under
                          the Plan, and to remedy ambiguities, inconsistencies
                          or omissions;

                 (c)      To adopt such rules and regulations as, in its
                          opinion, may be necessary for the proper and efficient
                          administration of the Plan, provided such rules and
                          regulations are consistent with the Plan;

                 (d)      To enforce the Plan and the rules and regulations, if
                          any, adopted by the Committee;

                 (e)      To direct the Trustees as respects payments under the
                          Plan;

                 (f)      To prepare and distribute, in such manner as the
                          Committee determines to be appropriate, information
                          explaining the Plan; and

                 (g)      To appoint or employ individuals to assist in the
                          administration of the Plan and any other agents it
                          deems advisable, including legal and actuarial
                          counsel.

                                       28
<PAGE>
 
         10.3    RESPONSIBILITY OF COMMITTEE.  In the execution of its duties
according to Section 10.2, the Committee shall, to the best of its ability,
discharge its duties:

                 (a)      For the exclusive purpose of providing benefits to
                          Participants and their Beneficiaries;

                 (b)      For the exclusive purpose of defraying reasonable
                          expenses for the administration of this Plan;

                 (c)      With the care, prudence, and diligence under the
                          circumstances then prevailing that a prudent man
                          acting in like capacity and familiar with such matters
                          would use in the conduct of an enterprise of a like
                          character with like aims; and

                 (d)      Solely in the interest of Participants and their
                          Beneficiaries in accordance with the provisions of
                          Title 1 of the Employee Retirement Income Security Act
                          of 1974.

         10.4    CLAIMS PROCEDURE.  Each Employee, Participant, or Beneficiary
shall submit his claim for benefits to the Committee in writing in such a form
as is permitted by the Committee.  A Participant or Beneficiary shall have no
right to seek review of a denial of benefits, or to bring any action in any
court to enforce a claim for benefits prior to his filing a claim for benefits
and exhausting his rights to review under this Article.

         When a claim for benefits has been filed properly, such claim for
benefits shall be evaluated and the claimant shall be notified of the approval
or the denial within ninety (90) days after the receipt of such claim unless
special circumstances require an extension of time for processing the claim.  If
such an extension of time for processing is required, written notice of the
extension shall be furnished to the claimant prior to the termination of the
initial ninety (90) day period which shall specify the special circumstances
requiring an extension and the date by which a final decision will be reached
(which date shall not be later than one hundred eighty (180) days after the date
on which the claim was filed).  A claimant shall be given a written notice on
which the claimant shall be advised as to whether the claim is granted or
denied, in whole or in part.  If a claim is denied in whole or in part, the
claimant shall be given written notice which shall contain (a) the specific
reasons for the denial, (b) references to pertinent Plan provisions on which the
denial is based, (c) a description of any additional material or information
necessary to perfect the claim, and an explanation of why such material or
information is necessary, and (d) the claimant's rights to seek review of the
denial.

         If a claim is denied in whole or in part, the claimant shall have the
right to request that the Committee review the denial, provided that the
claimant files a written request for review with the Committee within sixty (60)
days after the date on which the claimant received written notification of the
denial. Within sixty (60) days after a request for review is received, the
review

                                       29
<PAGE>
 
shall be made and the claimant shall be advised in writing of the decision on
review, unless special circumstances require an extension of time for processing
the review, in which case the claimant shall be given a written notification
within such initial sixty (60) day period specifying the reasons for the
extension and when such review shall be completed (provided that such review
shall be completed within one hundred twenty (120) days after the date on which
the request for review was filed).  The decision on review shall be forwarded to
the claimant in writing and shall include specific reasons for the decision and
references to Plan provisions upon which the decision is based.  A decision on
review shall be final and binding on all persons for all purposes. If a claimant
shall fail to file a request for review in accordance with the procedures herein
outlined, such claimant shall have no rights to review and shall have no right
to bring action in any court and the denial of the claim shall become final and
binding on all persons for all purposes.

         10.5    RULES GOVERNING COMMITTEE ACTION.  In the administration of the
Plan, the following provisions shall apply where the context permits:

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

                 (b)      The Committee members may act by meeting or by written
                          statement without meeting, and may sign any document
                          on behalf of the Committee by signing one document or
                          by signing concurrent documents.

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

                 (d)      If a Committee member is also a Participant in the
                          Plan, he may not decide or determine any matter or
                          question concerning distributions of any kind to be
                          made to him, or the amount or nature of his benefits
                          with him.

                 (e)      If, because of the number qualified to act, there is
                          an even division of opinion among the Committee
                          members as to a matter, the Company shall decide the
                          matter.

                 (f)      The certificate of the majority of the Committee
                          members or any person the Committee may authorize to
                          act on their behalf as to any action the Committee has
                          taken as authorized shall be conclusive in favor of
                          any person relying on the certificate.

         10.6    REIMBURSEMENT.  The Committee members shall be reimbursed for
expenses reasonably incurred, but no compensation shall be paid to any Committee
member as such.

         10.7    FIDUCIARY DESIGNATION.  The Board of Directors and the members
of the

                                       30
<PAGE>
 
Committee are hereby designated as "named fiduciaries" within the meaning of
Section 402(a) of the Employee Retirement Income Security Act, with respect to
the operation and administration of the Plan.  The Trustees and the Board of
Directors are hereby designated as "named fiduciaries" of the Plan with respect
to control and management of the assets of the Plan, except as it relates to
individual investment elections under Article IX.  Each named fiduciary may
establish procedures for the allocation of its fiduciary responsibilities among
its members and the designation of persons other than the named fiduciaries to
carry out its fiduciary responsibilities.  In addition, the Board of Directors
or the Trustees may appoint as investment manager of all or any portion of the
assets of the Fund, one or more banks, investment advisers registered under the
Investment Advisers Act of 1940 or insurance companies qualified under the laws
of more than one state to manage assets of the Fund. Each named fiduciary shall
be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan, and to the maximum extent
allowable under ERISA, may rely upon the directions, information or actions of
any other named fiduciary as being proper under the Plan and shall not guaranty
the Trust and assets of the Trust in any manner against investment loss or
depreciation in asset value.

                                   ARTICLE XI

                         AMENDMENTS AND DISCONTINUANCE

         11.1    AMENDMENT OF PLAN.  The provisions of this Plan may be amended
at any time and from time-to-time by the Board of Directors, provided that no
amendment:

                 (a)      shall cause or permit any part of the Fund to revert
                          to or become the property of the Company or to be
                          diverted to purposes other than for the exclusive
                          benefit of Participants or their Beneficiaries
                          hereunder, except as provided in Section 4.8;

                 (b)      shall increase the duties or liabilities of the
                          Committee without its written consent; or

                 (c)      shall cause the Accrued Benefit of any Participant to
                          be decreased unless authority to decrease such Accrued
                          Benefit is applied for and specifically granted by the
                          Secretary of Labor.

         11.2    RIGHT TO TERMINATE.  Although the Company expects to maintain
this Plan indefinitely as a continuing program, the right to terminate the
provision of benefits hereunder is unconditionally reserved by the Company.

         11.3    MERGER OR CONSOLIDATION.  In the event of any merger or
consolidation of the Plan with any other plan, or the proposed transfer of
assets or liabilities, in whole or in part, of the Fund to any other fund, the
assets of the Fund shall be transferred to the other fund only if:

                                       31
<PAGE>
 
                 (a)      the other fund is maintained or established for the
                          benefit of some or all of the Participants of this
                          Plan;

                 (b)      each Participant of this Plan would be entitled to
                          receive a benefit from the other plan immediately
                          after the date of the merger, consolidation or
                          transfer, if the other plan then terminated, which is
                          not less than the benefit the Participant was entitle
                          to receive under the provisions of Section 11.5 of
                          this Plan, if this Plan had been terminated on the
                          date of the merger, consolidation, or transfer;

                 (c)      resolutions of the respective Boards of Directors of
                          the Company under this Plan and of any new or
                          successor company under the other plan authorize such
                          transfer of assets; and, in the case of the new or
                          successor company, its resolution includes an
                          assumption of liabilities with respect to those
                          Participants who, as a result of the merger,
                          consolidation or transfer, are participants under the
                          new or successor company's plan; and

                 (d)      such other plan and trust are qualified under Sections
                          401(a) and 501(a) of the Code.

         11.4    DISCONTINUANCE OF PLAN UPON DISSOLUTION.  In the event the
Company is legally dissolved or liquidated by any procedure other than by
consolidation, merger or sale of substantially all of its assets, this Plan
shall automatically be terminated and the Fund disposed of as hereinafter
provided.

         11.5    DISTRIBUTION OF FUND ON DISCONTINUANCE OF THE PLAN.  In the
event this Plan shall be completely or partially terminated for any reason, or
the Company contributions permanently suspended, the Company shall, after the
Fund has been evaluated and all expenses are paid, determine or cause to be
determined the respective interests of the Participants, Former Participants and
Beneficiaries affected by the Plan termination and shall authorize and direct
the Trustees to pay out such respective interests in cash or in kind to the
Participants, Former Participants and Beneficiaries within a reasonable period
of time after the date of such termination.  There shall be full vesting in the
accounts of all affected Participants at the time of the complete or partial
termination of the Plan or if Company contributions are permanently suspended,
and such accounts shall be nonforfeitable.  No Participant herein who has not
yet reached his Normal Retirement Date shall receive a lump sum distribution in
excess of $3,500 without the written consent of the Participant.

         11.6    RIGHTS AGAINST COMPANY.  Neither the establishment of the Plan,
nor the payments of any benefits hereunder shall be construed as giving to any
Participant or any person whomsoever any legal or equitable rights against the
Company, or its officers, directors or shareholders as such.  All benefits
payable under the Plan shall be paid or provided for solely from the Fund, and
the Company shall have no liability or responsibility other than to make

                                       32
<PAGE>
 
contributions to such Fund as herein provided.

                                  ARTICLE XII

                              TOP-HEAVY PROVISIONS

         12.1    TOP-HEAVY PLAN.  In accordance with Section 416 of the Code,
the Top-Heavy provisions as outlined in this Article XII shall come into effect
for any Plan Year in which this Plan is a Top-Heavy Plan, notwithstanding any
contrary provisions in any other Article of this Plan.  If this Plan is not
Top-Heavy, then the provisions of this Article should have no force and effect.

         12.2    MINIMUM VESTING.  If this Plan is considered a Top-Heavy Plan,
then the following vesting schedule will take effect in lieu of the schedule set
forth in Section 7.2(c):

                 Years of
                 Vesting Service           Vesting Percentage
                 ---------------           ------------------
                 Less than 2                        0%
                 2 but less than 3                 20%
                 3 but less than 4                 40%
                 4 but less than 5                 60%
                 5 but less than 6                 80%
                 6 or more                        100%

         The schedule set forth herein shall continue to be in effect until such
time that the Plan ceases to be a Top-Heavy Plan, in which event, the provisions
of Sections 7.2(c) and 12.5 shall apply.  Such schedule shall not apply to
Participants who do not complete at least one Hour of Service after the Plan
becomes a Top-Heavy Plan.

         12.3    COMPENSATION LIMIT.  For any Plan Year in which this Plan is
considered a Top-Heavy Plan, the Compensation taken into account for that Plan
Year on behalf of any Employee shall be limited to a maximum of $200,000 (as
adjusted in accordance with regulations adopted by the Secretary of the
Treasury).

         12.4    MINIMUM CONTRIBUTION.  For any Plan Year in which this Plan is
considered a Top-Heavy Plan, notwithstanding the contribution allocation
procedures outlined in Section 6.1, any Participant who is not a Key Employee
and who is not a participant in any defined benefit plan maintained by the
Company shall have a minimum amount allocated to his Matching Contribution
Account.  Such minimum shall be equal to the lesser of three percent (3%) of
such Participant's compensation, which shall include base pay or salary,
overtime, bonuses, commissions and any other form of remuneration included in
Section 1.415-2 of the Income Tax Regulations, or the highest amount allocated
to a Key Employee's Matching Contribution

                                       33
<PAGE>
 
Account, expressed as a percent of compensation for the Plan Year as aforesaid.
Any required additional contributions hereunder shall be made by the Company.
For Participants who are not Key Employees and who also are participants in any
defined benefit plan maintained by the Company, the minimum benefit required
under the defined benefit plan shall apply in lieu of the minimum contribution
hereunder.

         12.5    ANTI-CUTBACK PROVISIONS.  In the event that the Top-Heavy Plan
provisions come into effect, no amendment to the vesting provisions shall
deprive a Participant of his nonforfeitable right accrued to the date such
provisions come into effect.  This requirement shall also apply to any amendment
to the vesting provisions made as a result of a Top-Heavy Plan ceasing to be a
Top-Heavy Plan.  Upon any amendment to the vesting provisions, each Participant
with at least two (2) years of vesting Service with the Company may elect to
have his nonforfeitable percentage computed under the Plan without regard to
such amendment.  Each Participant so entitled shall be given a period of not
less than sixty (60) days following the latest of the effective date of the
amendment or the date written notice of said amendment is furnished to the
Participant in which he may make the election outlined herein.  Such election
shall be made in writing to the Committee.

         12.6    AGGREGATION RULES.  Notwithstanding anything to the contrary
herein, this Plan shall not be considered a Top-Heavy Plan if it is part of
either a  required aggregation group  or a  permissive aggregation group  and
such aggregation group is not top-heavy.  An aggregation group will be
considered top- heavy if the sum of the present value of accrued benefits and
account balances of Key Employees is more than sixty percent (60%) of the sum of
the present value of accrued benefits and account balances for all Employees.

         The  required aggregation group  of a company includes (a) each plan of
a company in which a Key Employee participates, (b) each other plan of the
company that enables a plan covering a Key Employee to meet the
nondiscrimination requirements of Code Sections 401(a)(4) and 410, and (c) each
plan of a company which has been terminated in the five (5) Plan Years
immediately preceding the determination date.  Each plan in a required
aggregation group will be top-heavy if the group is top-heavy.  No plan in a
required aggregation group will be top-heavy if the group is not top-heavy.

         A  permissive aggregation group  consists of plans that are required to
be aggregated plus one or more plans (providing comparable benefits or
contributions) that are not required to be aggregated, all of which, when taken
together, meet the requirements of Code Sections 401(a)(4) and 410.  If a
permissive aggregation group is top-heavy, only those plans that are part of an
underlying top-heavy required aggregation group are top-heavy.  No plan in a
permissive aggregation group will be top-heavy if the group is not top-heavy.

                                  ARTICLE XIII

                                TRUST PROVISIONS

                                       34
<PAGE>
 
         13.1    GENERAL.

                 (a)      Pursuant to the Plan, the Company hereby creates and
                          establishes a Trust to be known as the Information
                          Resources, Inc. 401(k) Retirement Savings Trust.

                 (b)      The Plan shall be administered by the Company as
                          provided for in the Plan and the Trustee shall not be
                          responsible for the administration of the Plan.

                 (c)      The Company, as provided in the Plan, may allocate
                          fiduciary responsibilities among fiduciaries of this
                          Plan and Trust.  A fiduciary shall be responsible only
                          for the duties and responsibilities allocated to him.

         13.2    CONTRIBUTIONS TO THE TRUST FUND.

         The Company shall, from time to time, make contributions to the Trustee
as provided in the Plan.  The Trustee shall be accountable to the Company for
all contributions received from the Company but the Trustee shall have no duty
to see that the contributions received comply with the provisions of the Plan,
nor shall the Trustee be obliged or have any right to enforce or collect any
contribution from the Company or otherwise see that the funds are deposited
according to the provisions of the Plan.  Nor shall the Trustee be responsible
for establishing a funding policy for the Plan.

         13.3    PAYMENTS FROM THE TRUST FUND.

                 (a)      Payments of benefits under the Plan shall be made from
                          the Trust Fund by the Trustee to such persons, or
                          accounts, in such manner, at such times and in such
                          amounts as the Committee may in writing from time to
                          time direct.  The Trustee shall be fully protected in
                          making payments out of the Trust Fund in accordance
                          with such written directions.

                 (b)      If any payment or distribution directed to be made
                          from the Trust Fund is not claimed, the Trustee shall
                          notify the Committee of that fact promptly.  The
                          Trustee shall have no obligation to search for or
                          ascertain the whereabouts of any payee or distributee
                          of benefits from the Trust Fund.

         13.4    THE TRUST FUND.

         Unless the context clearly implies or indicates the contrary, the term
Trust Fund  comprises all property of any kind held by the Trustee from time to
time pursuant to this agreement.  With respect to the Trust Fund, the Trustee
shall have the following powers and rights, in addition to those vested in it
elsewhere in this Agreement or by law:

                                       35
<PAGE>
 
                 (a)      To invest the Trust Fund in such bonds, notes,
                          debentures, mortgages, equipment trust certificates,
                          investment trust certificates, preferred or common
                          stock, insurance and annuity contracts, common or
                          collective trust funds, shares of registered
                          investment companies, including any registered
                          investment company advised by the Harris Trust and
                          Savings Bank or its affiliates (including,
                          specifically, HT Insight Funds, Inc.), provided the
                          provisions of Prohibited Transaction Class Exemption
                          #77-4 and other applicable laws or regulations are
                          adhered to), or in such other property, real or
                          personal, as the Trustee may deem advisable, with the
                          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.  In addition, the
                          Trustee is specifically authorized to deposit any part
                          or all of the money and property of this trust with
                          Harris Trust and Savings Bank, Chicago, Illinois as
                          Trustee of the HARRIS TRUST AND SAVINGS BANK TRUST FOR
                          COLLECTIVE INVESTMENT OF EMPLOYEE BENEFIT ACCOUNTS,
                          restated by Declaration of Trust, effective August 31,
                          1993, and as amended, to be held and administered by
                          the trustee pursuant to all terms and conditions of
                          such Declaration of Trust which is hereby incorporated
                          by reference and made a part hereof.  The Trustee may
                          hold a reasonable portion of the Trust Fund in cash to
                          provide for the payment of current expenses and
                          benefits under this Trust and otherwise as permitted
                          by law, and may deposit any cash so held in its
                          banking department without liability to the Trust Fund
                          for interest thereon; the Harris Trust and Savings
                          Bank, as Plan Trustee, shall have the power and
                          authority to invest plan assets in deposits in itself
                          or in its affiliates, which deposits shall bear a
                          reasonable rate of interest;

                 (b)      To manage, sell, contract to sell, grant options to
                          purchase, convey, exchange, transfer, abandon,
                          improve, repair, insure, lease for any term even
                          though commencing in the future or extending beyond
                          the term of the Trust, and otherwise deal with all
                          property, real or personal, in such manner and on such
                          terms and conditions as the Trustee may decide; and no
                          person dealing with the Trustee shall be required to
                          see to the application of any money or property
                          delivered to the Trustee or to inquire into the
                          validity or propriety of any transaction with the
                          Trustee;

                 (c)      To borrow such sum or sums from time to time as the
                          Trustee considers necessary or desirable and in the
                          best interest of the Trust Fund, and for that purpose
                          to mortgage or pledge any part of the Trust Fund;
                          provided that the consent of the Company has first
                          been obtained;

                 (d)      To compromise, contest, arbitrate or abandon claims or
                          demands by or

                                       36
<PAGE>
 
                          against the Trust Fund;

                 (e)      To have, with respect to the Trust Fund, all of the
                          rights of an individual owner, including the power to
                          give proxies, to participate in voting trusts,
                          mergers, consolidations, foreclosures, reorganizations
                          or liquidations, and to exercise or sell stock
                          subscription or conversion rights;

                 (f)      To hold any securities or other property in the name
                          of the Trustee or its nominee, or in such form as it
                          deems best, with or without disclosing the trust
                          relationship;

                 (g)      To retain any funds or property subject to any dispute
                          without liability for payment of interest, or to
                          withhold payment or delivery thereof until final
                          adjudication of the dispute by a court of competent
                          jurisdiction;

                 (h)      To begin, maintain or defend any litigation necessary
                          in connection with the administration of the Plan and
                          Trust, and the Company shall indemnify the Trustee
                          against all expenses and liabilities sustained or
                          anticipated by it by reason thereof;

                 (i)      To pay out of any benefit distributable from the Trust
                          Fund any estate, inheritance, income or other tax,
                          charge or assessment attributable thereto, but the
                          Trustee shall give the Company notice of its intention
                          to make such payments as far in advance as may be
                          practicable, and shall defer such payments if the
                          Company so requests and indemnifies the Trustee to its
                          satisfaction in the premises.  The Company and the
                          Trustee, or either, before making payment of any
                          benefit, may require such release or other documents
                          from any lawful taxing authority and such indemnity
                          from the intended payee as they respectively consider
                          necessary for their protection;

                 (j)      To buy, sell and exercise call and put options on the
                          following; stocks, fixed income securities, stock and
                          fixed income indices, and stock index and interest
                          rate futures contracts; provided that such options
                          must be traded on a regulated exchange and
                          counterbalanced against appropriate stock, fixed
                          income or cash reserve positions held by the Trustee;

                 (k)      To buy and sell interest rate and stock index futures
                          contracts traded on a regulated exchange which are
                          offset by cash reserves or counterbalanced against
                          appropriate fixed income or stock positions held by
                          the Trustee;

                 (l)      To engage in the lending of securities to banks and
                          broker-dealers approved by the Trustee, pursuant to
                          regulations of the Department of Labor and any other
                          applicable regulatory authority;

                                       37
<PAGE>
 
                 (m)      To deposit securities with a clearing corporation as
                          defined in Article 8 of the Illinois Uniform
                          Commercial Code.  The certificates representing
                          securities, including those in bearer form, may be
                          held in bulk form with, and may be merged into,
                          certificates of the same class of the same issuer
                          which constitute assets of other accounts or owners,
                          without certification as to the ownership attached.
                          Utilization of a book-entry system may be made for the
                          transfer or pledge of securities held by the Trustee
                          or by a clearing corporation.  The Trustee shall at
                          all times, however, maintain a separate and distinct
                          record of the securities owned by the Trust Fund;

                 (n)      To participate in and use the Federal Book-entry
                          account System, a service provided by the Federal
                          Reserve Bank for its member banks for deposit of
                          Treasury securities;

                 (o)      To employ agents, experts and counsel and to delegate
                          discretionary powers to, and reasonably rely upon
                          information and advice furnished by, such agents,
                          experts and counsel; and

                 (p)      To perform any and all other acts in its judgment
                          necessary or appropriate for the proper and
                          advantageous management, investment and distribution
                          of the Trust Fund.

                 (q)      To make loans to Participants as directed by the
                          Company.

         13.5    PAYMENT OF EXPENSES.

         All reasonable costs, charges and expenses incurred by the Trustee in
connection with the administration of the Trust, including such reasonable
compensation of the Trustee as may be agreed upon from time to time between the
Company and the Trustee, shall be paid from the Trust Fund unless paid or
advanced by the Company.  The Trustee shall also pay such expenses in connection
with the administration of the Plan as may be directed in writing by the Company
and shall be fully protected in making such payments pursuant to written
directions of the Company.

                                       38
<PAGE>
 
         13.6    ACCOUNTS.

                 (a)      The Trustee shall maintain accurate and detailed
                          records and accounts of all investments, receipts,
                          disbursements and other transactions hereunder; and
                          all accounts, books and records relating thereto shall
                          be open at all reasonable times to inspection and
                          audit by such person or persons as the Company may
                          designate.

                 (b)      The Trustee shall submit to the auditors for the
                          Company or to anyone the Company designates, such
                          valuations, reports or other information as they may
                          reasonably require.

                 (c)      All monies and other property and the income therefrom
                          shall be held and invested as a single fund.

                 (d)      The Trustee shall establish and maintain for
                          operational and accounting purposes such other
                          accounts and records as the Company and the Trustee
                          may form time to time consider necessary.

                 (e)      In no event shall the maintenance of any account or
                          record by the Trustee mean that any person shall have
                          an interest in any specific asset of the Trust Fund.

                 (f)      Within ninety days following the close of each
                          calendar year (or following the close of such other
                          annual period as may be agreed upon by the Trustee and
                          the Company) and as often as may reasonably be
                          requested by the Company, the Trustee shall file with
                          the Company a written account setting forth a
                          description of all securities and other property
                          purchased and sold, and all receipts, disbursements
                          and other transactions effected by it during such
                          annual or shorter period, and showing the securities
                          and other properties held at the end of such period,
                          and their fair market value.

                 (g)      The Company may approve such accounting by written
                          notice of approval delivered to the Trustee or by
                          failure to express objection to such accounting in
                          writing delivered to the Trustee within six months
                          from the date upon which the accounting was delivered
                          to the Company.

                 (h)      Upon the receipt of a written approval of the
                          accounting, or upon the passage of the period of time
                          within which objection may be filed without written
                          objections having been delivered to the Trustee, such
                          accounting shall be deemed to be approved, and the
                          Trustee shall be released and discharged as to all
                          items, matters and things set forth in such account,
                          as fully as if such accounting had been settled and
                          allowed by decree of a

                                       39
<PAGE>
 
                          court of competent jurisdiction in an action or
                          proceeding in which the Trustee, the Company and all
                          persons having or claiming to have any interest in the
                          Trust Fund or under the Plan were parties.  If the
                          Trustee and the Company cannot agree with respect to
                          any act or transaction reported in any statement, the
                          Trustee shall have the right to have its accounts
                          settled by judicial proceedings, in which event only
                          the Trustee and the Company shall be necessary
                          parties.

         13.7    PROTECTION OF THE TRUSTEE.

                 (a)      The Trustee shall not be obligated to inquire whether
                          any payee of funds or any distributee of benefits
                          designated by the Company is entitled thereto or
                          whether any payment, allocation or distribution
                          directed or authorized by the Company is proper, or
                          within the terms of this Agreement or the Plan, and
                          shall not be accountable for any payment, allocation
                          or distribution made by the Trustee in good faith on
                          the order or direction of the Company.  The Trustee
                          shall not be liable or responsible for any payment
                          made by it in good faith without actual notice or
                          knowledge of the changed condition or status of the
                          payee.

                 (b)      Evidence required of anyone under the Plan or this
                          Agreement may be by certificate, affidavit, document
                          or other information which the person acting in
                          reliance thereon may consider pertinent, reliable and
                          genuine, and to have been signed, made or presented by
                          the proper party or parties, except that any action
                          required to be taken by the Company shall be by
                          resolution of its Board of Directors or by a person
                          authorized by resolution of its Board of Directors.
                          The Committee appointed under the terms of the Plan to
                          administer the Plan, or any member of the Committee,
                          or any other person, may by authorized by resolution
                          of the Company's Board of Directors to act on behalf
                          of the Company.  The Trustee shall not recognize or
                          take notice of an appointment of any representative of
                          the Company unless and until the Company shall have
                          notified the Trustee in writing of such appointment
                          and the extent of such representative's authority. The
                          Trustee may assume that such appointment and authority
                          continue in effect until it receives written notice to
                          the contrary from the Company.  Any action taken or
                          omitted to be taken by the Trustee by authority of any
                          representative of the Company within the scope of his
                          authority shall be as effective for all purposes
                          hereof as if such action or nonaction had been
                          authorized by the Company.  The Trustee, the Company
                          and any representative of the Company shall each be
                          fully protected in acting and relying upon any
                          evidence described in this section.

                 (c)      The Trustee shall have no power, authority or duty
                          with respect to the

                                       40
<PAGE>
 
                          determination of the rights or interests of any
                          persons in and to the Trust Fund or under the Plan nor
                          to examine into the determination of any right or
                          interest.

         13.8    RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE.

                 (a)      Any Trustee may resign at any time by giving thirty
                          (30) days prior written notice to the Company.

                 (b)      The Company may remove the Trustee at any time by
                          giving thirty (30) days prior written notice to the
                          Trustee being removed.  The Company shall fill any
                          vacancy in the office of the Trustee, howsoever
                          caused.

                 (c)      Each successor Trustee shall succeed to the title to
                          the Trust Fund vested in its predecessor, without the
                          signing or filing of any further instrument, but any
                          resigning or removed Trustee shall execute all
                          documents and do all acts necessary to vest such title
                          of record in any successor Trustee.  Each successor
                          Trustee shall have and enjoy all powers, both
                          discretionary and ministerial, of its predecessor. No
                          successor Trustee shall be personally liable for any
                          act or failure to act of any predecessor Trustee; and,
                          with the approval of the Company, a successor Trustee
                          may accept the account rendered and the property
                          delivered to it by its predecessor Trustee as a full
                          and complete discharge to the predecessor Trustee
                          without incurring any liability or responsibility for
                          so doing.

         13.9    TERMINATION.

                 (a)      This Trust shall terminate upon the first to occur of
                          the following:

                          (i)     Thirty (30) days after the receipt by the
                                  Trustee of written notice of such termination
                                  from the Company;

                          (ii)    The date the Company shall be judicially
                                  declared bankrupt or insolvent;

                          (iii)   The dissolution, consolidation or
                                  reorganization of the Company, or the sale by
                                  the Company of all or substantially all of its
                                  assets without provision for continuing this
                                  Trust, except that in any such event provision
                                  may be made for the continuance of this Trust
                                  by any successor to the Company or any
                                  purchaser of all or substantially all of its
                                  assets, and in that event such successor or
                                  purchaser shall be substituted for the Company
                                  hereunder.

                                       41
<PAGE>
 
                 (b)      Upon termination of this Trust the Trustee shall first
                          reserve such reasonable amounts as it may deem
                          necessary to provide for the payment of any expenses
                          then or thereafter chargeable to the Trust Fund.
                          Subject to such reserve, the balance of the Trust Fund
                          shall be liquidated and distributed by the Trustee to
                          or for the benefit of the employees or former
                          employees of the Company, or their beneficiaries, as
                          directed by the Company, after compliance with any
                          requirements of ERISA, as amended from time to time,
                          or other applicable law.  The Company shall have full
                          responsibility to see that such distribution is proper
                          and within the terms of the Plan and Trust.  The
                          Company shall secure any necessary governmental
                          approval for such termination, and shall send a copy
                          of such approval to the Trustee before any
                          disbursements are to be made.  Such distribution may
                          be effected by payment in cash, the maintenance of
                          another or substituted trust fund, by the purchase of
                          insured annuities or otherwise.  The Company shall
                          have no beneficial interest in the Trust Fund either
                          during its continuance or upon termination of the
                          Trust.

                 (c)      Upon termination of the Trust, the Trustee shall
                          continue to have such of the powers provided in this
                          Agreement as are necessary or desirable for the
                          orderly liquidation and distribution of the Trust
                          Fund.

         13.10   AMENDMENT.

         This Agreement may be amended by the Company at any time and from time
to time in whole or in part by an instrument in writing executed by the Company
and delivered to the Trustee; provided that no amendment shall cause any part of
the Trust Fund to be used for or diverted to or for the benefit of anyone other
than the employees or retired employees of the Company or their beneficiaries;
and provided further that the rights, duties or responsibilities of the Trustee
shall not be substantially changed without its written consent.

         13.11   FIDUCIARY RESPONSIBILITY AND LIABILITY.

                 (a)      In carrying out its responsibilities under the Trust,
                          the Trustee and any other fiduciary hereunder shall
                          act solely in the interest of the participants and
                          beneficiaries and with the 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. The
                          Trustee shall be a fiduciary to the Plan to the extent
                          that the Trustee performs the duties of a  fiduciary
                          to the Plan, as that term in defined in ERISA.

                 (b)      In determining whether the requirements of prudence
                          and diversification stated in Sections 404(a)(1)(B)
                          and (C), respectively, of ERISA have been

                                       42
<PAGE>
 
                          met, all the investments of the Trust Fund shall be
                          considered in their entirety, and the portion managed
                          by the Trustee hereunder shall be only one
                          consideration in making such a determination.  If one
                          or more investment managers in addition to the Trustee
                          are appointed, the Company so appointing shall be
                          responsible for seeing that the requirement of proper
                          diversification of the total plan assets mentioned
                          above has been met, and neither the Trustee nor any
                          investment manager shall have any such responsibility
                          therefore.

                 (c)      To the maximum extent allowed by ERISA, the Trustee
                          shall be indemnified and saved harmless by the
                          Company, from and against any and all liability to
                          which the Trustee shall be subjected by reason of
                          carrying out any directions of the Company, Committee
                          or any authorized person made in accordance with this
                          Agreement, including all expenses reasonably incurred
                          in its defense if the Company fails to provide such
                          defense.  The Company's obligation to indemnify the
                          Trustee under this Agreement shall survive the
                          termination of the Trust or removal of the Trustee
                          with respect to any act or omission by the Trustee
                          arising under or in connection with this Trust
                          Agreement.

         13.12   NONALIENATION OF BENEFITS.

         Except as provided by law or by court order, in no event shall the
Trustee pay over or assign any part of an employee's or his beneficiary s
interest in the Trust which is payable, distributable, or credited to his
account, to any assignee or creditor of such employee.  Prior to the time of
distribution specified herein, neither an employee nor his legal representative
shall have any right, by way of anticipation or otherwise, to assign or in any
manner dispose of any interest in the Trust; and every attempted assignment or
other disposition of such interest in the Trust shall not be merely voidable but
absolutely void.

         13.13   GOVERNING LAWS.

         To the extent that ERISA does not do so, the laws of the State of
Illinois shall govern, control and determine all questions arising with respect
to this Agreement and the validity, interpretation and performance of its
provisions.

         13.14   COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each of
which shall be considered as an original, and no other counterparts need be
produced.

         13.15   LIMIT OF TRUSTEE'S RESPONSIBILITY.

                                       43
<PAGE>
 
         The Company shall deliver to the Trustee a certified or executed copy
of the Plan and Trust and of any amendments thereto for convenience of
reference, and the rights, powers and duties of the Trustee shall be governed
only by the terms of this Article XIII without reference to the other provisions
of the Plan and Trust.

         13.16   WAIVER OF NOTICE.

         Any notice required hereunder may be waived by the person entitled
thereto.

         13.17   GENDER AND NUMBER.

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

         13.18   HEADINGS.

         The headings of Sections of this Article XIII are for convenience of
reference only and shall have no substantive effect on the provisions of this
Plan and Trust.

         13.19   SEVERABILITY.

         In the event any provision of this Trust Agreement shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Trust Agreement, and the Trust Agreement
shall be construed and enforced as if such illegal or invalid provisions had
never been contained therein.

                                  ARTICLE XIV

                    ADOPTION BY SUBSIDIARIES AND AFFILIATES

         14.1    ADOPTION BY SUBSIDIARIES AND AFFILIATES.  Any employer which is
a subsidiary or affiliate of the Company may adopt the Plan by instrument to
that effect, and thereafter, if such adoption is consented to by the Board of
Directors, such employer shall be treated as a Company under the Plan.

         14.2    DELEGATION OF AUTHORITY.  Each such adopting employer hereby
irrevocably grants to the Board of Directors full and exclusive authority to
exercise all of the powers conferred on the Company by the terms of the Plan and
to take or refrain from taking any and all action which such employer might
otherwise take or refrain from taking with respect to the Plan, including the
exclusive power to amend or terminate the Plan, to appoint the Committee and
Trustees, and to exercise, enforce or waive any rights whatsoever which such
employer might otherwise have with respect to the Plan, and each such employer,
by adopting the Plan, irrevocably appoints the Board of Directors as its agent
for those purposes.

                                       44
<PAGE>
 
                                   ARTICLE XV

                             LOANS TO PARTICIPANTS

         15.1    LOANS TO PARTICIPANTS.  Upon written application to the Loan
Administrator by a Participant hereunder, specifying the reason therefore, the
Loan Administrator may, in the Loan Administrator's sole discretion, grant a
loan or loans to such Participant from such Participant's 401(k) Account,
Matching Contribution Account, and Rollover Contribution Account, if any, upon
such terms, interest and conditions as the Loan Administrator deems appropriate,
with uniform, and nondiscriminatory application to all Participants, provided,
however, that:

                 (a)      The Loan Administrator shall determine, in its sole
                          discretion, that such loan is for a lawful purpose and
                          that the making of such loan is not prohibited under
                          any applicable rule or statute or regulation governing
                          the treatment of loans to Participants; and that the
                          Participant's spouse (if any)  consents in writing to
                          such loan or loans.

                 (b)      The Loan Administrator shall determine a reasonable
                          rate of interest.  The rate of interest to be charged
                          for such loan or loans shall be the prime rate, plus
                          1%, which interest shall be payable contemporaneously
                          with payments of principal.  The Loan Administrator
                          may contact Harris Trust and Savings Bank to determine
                          what Harris Trust and Savings Bank considers as its
                          prime interest rate on a particular date; however, the
                          Loan Administrator shall be responsible for the final
                          determination of a reasonable interest rate for each
                          loan.

                 (c)      The aggregate amount loaned to a Participant shall not
                          exceed the lesser of fifty thousand dollars ($50,000)
                          or fifty percent (50%) of such Participant's then
                          vested interest in his 401(k) and Matching
                          Contribution Accounts and Rollover Contribution
                          Account, if any, as of the Valuation Date next
                          preceding the date of such loans. The $50,000 limit
                          shall be reduced by the difference between (i) the
                          Participant's highest outstanding loan balance of the
                          prior twelve (12) months and (ii) the outstanding
                          balance at the time the new loan is made.

                 (d)      The Participant shall execute a customary form of
                          promissory note which shall:

                          (i)     create in the Trust a valid first lien against
                                  the Participant's entire right, title and
                                  interest in and to his 401(k) and Matching
                                  Contribution Accounts in the Plan subject to
                                  the restrictions and requirements of
                                  Department of Labor Regulations Section
                                  2550.408b-

                                       45
<PAGE>
 
                                  1(f)(2) and its successor provisions;

                          (ii)    provide for a maturity date not to exceed five
                                  (5) years from the date of said note, and for
                                  repayment of principal in equal installments,
                                  not less frequently than quarterly; provided
                                  however that if the Loan Administrator shall
                                  determine, at the time that the loan is made,
                                  that the proceeds of such loan are to be used
                                  for the purpose of purchasing property which
                                  is used, or is intended to be used within a
                                  reasonable time after the loan is made, as the
                                  principal residence of the Participant, then
                                  said note may provide for a maturity date not
                                  to exceed twenty (20) years from the date of
                                  said note;

                          (iii)   provide a right upon default in payment or
                                  otherwise, to accelerate (with or without
                                  notice) the unpaid indebtedness and to satisfy
                                  the amount of such unpaid indebtedness from
                                  any distribution then due; and

                          (iv)    provide a right upon termination of the
                                  Participant's employment or other event
                                  permitting or requiring distribution, to
                                  accelerate (with or without notice) the unpaid
                                  indebtedness and to satisfy the amount of such
                                  unpaid indebtedness from any benefits payable
                                  or distributable to the Participant, his
                                  Beneficiary or his estate, as the case may be.

                 (e)      Only one (1) such loan shall be outstanding at any
                          time as it affects a Participant hereunder.

                 (f)      The Participant's spouse consents, in writing and
                          witnessed by a notary public or officer of the
                          Company, to the loan in the event the Participant is
                          married on the date the loan is to be made.

                 (g)      Loan Administration Expenses.  Each time a Participant
                          obtains a loan under this Article XV, such Participant
                          will be charged a fee not exceeding the actual and
                          reasonable costs incurred by the Plan in connection
                          with the loan.  The amount of any fee charged to a
                          Participant pursuant to this Section 15.1(g) must be
                          paid either (a) by the Participant at or prior to the
                          time the loan is made or (b) out of the proceeds of
                          the loan.  The amount of fees to be charged to
                          Participants pursuant to this section 15.1(g) may be
                          adjusted periodically by the Loan Administrator.

         In no event shall the Loan Administrator grant any loan hereunder for
an amount which is less than one thousand dollars ($1,000).  To the extent
required by law, the repayment by a Participant of a loan or loans made pursuant
to this Section 15.1 shall be taken into account for purpose of calculating the
Annual Additions to such Participant's accounts.

                                       46
<PAGE>
 
         15.2    LOAN ACCOUNTS.   Each loan made to a Participant hereunder
shall be a loan by the Fund; provided, however, that for Fund accounting
purposes, the loan shall be deemed made from the Participant's own 401(k)
Account and next from the Matching Contribution Account.  The note executed by
the Participant shall be deemed to be an asset of his respective accounts as
hereinafter provided.  Upon making a loan hereunder, the borrowing Participant s
respective accounts shall be reduced by an amount equal to the principal balance
of the loan made to such Participant, effective as of the immediately preceding
Valuation Date, and a  Loan Account  shall be established for each borrowing
Participant with an initial balance equal to the principal amount of such
Participant's loan.  All such Loan Accounts shall be excluded for purposes of
determining the net earnings (or losses) of the Fund and for purposes of the
allocation of such earnings (or losses) pursuant to Section 6.1(d) hereof.  A
borrowing Participant's payment of principal and interest shall be credited to
his respective accounts on the Valuation Date coincident with or next following
the Trustee's receipt of such payment, and on each such Valuation Date, the Loan
Account of each Participant shall be reduced by the amount of the principal
payment credited to such borrowing Participant's accounts on such date.

         15.3    INTERIM LOAN PAYMENTS.  The Loan Administrator may establish a
means pursuant to which a Participant may make loan repayments by payroll
deduction or other periodic payments.  Such periodic payments may be accumulated
in an interest-bearing account, and the accumulated payments, plus interest
earned thereon, shall be applied against the loan as of each Valuation Date.

                                  ARTICLE XVI

                                 MISCELLANEOUS

         16.1    INFORMATION TO BE FURNISHED BY PARTICIPANTS.  Participants must
furnish to the Committee such evidence, data or information as the Committee
considers necessary to carry out the Plan.  The benefits of the Plan for each
person are on the condition that they furnish prompt, true and complete
evidence, data and information requested by the Committee.

         16.2    EVIDENCE.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.  Any notice required under the Plan may be waived by the
person entitled to such notice, provided that all Participants similarly
situated are treated uniformly.

         16.3    EMPLOYMENT RIGHTS.  The Plan does not constitute a contract of
employment, and participation in the Plan will not give any Employee the right
to be retained in the employ of the Company, nor any right or claim to any
benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.

         16.4    NONALIENATION OF BENEFITS.  No benefits payable under the Plan
shall be subject in any manner to attachment, anticipation, alienation, sale,
transfer, pledge, encumbrance or charge,

                                       47
<PAGE>
 
and any attempt to so attach, anticipate, alienate, sell transfer, pledge,
encumber or charge shall not be recognized.  No benefit payable under the Plan
shall be subject in any manner to the debts, contract, liabilities, engagements,
or torts of any person, except as may be required by law.

         Notwithstanding anything to the contrary specified herein, in the case
of a qualified domestic relations order as defined in Section 414(p) of the
Code, the Committee should adopt such procedures and comply with such order in
accordance with the provisions of Section 414(p) of the Code.  If a qualified
domestic relations order requires that payment be made to an alternate payee
prior to the date of the Participant's earliest retirement age as defined in
section 414(p)(4)(B) of the Code and section 206(d)(3)(E)(ii) of ERISA, a
distribution may be made out of the Plan to such alternate payee in accordance
with the terms of the qualified domestic relations order.

         16.5    QUALIFICATION.  The Company shall apply for a ruling by the
United States Treasury Department that the Plan is qualified under Section
401(a) and 401(k) and that the fund is exempt from Federal income taxation under
Section 501(a) of the Code.  Any modification or amendment of the Plan may be
retroactive, as necessary or appropriate, to maintain such qualification and
exemption.

         16.6    TERMINOLOGY.  Except as otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine and the
neuter, and the definition of any term in the singular may include the plural.

         16.7    APPLICABLE LAWS.  Subject to the provisions of ERISA, the Plan
shall be construed, administered and governed under and by the laws of the State
of Illinois.

         16.8    CONTEXT TO CONTROL.  The headings of the sections are included
solely for convenience of reference, and if there is any conflict between
headings and the text of this Plan, the text shall control.

                                       48
<PAGE>
 
         IN WITNESS WHEREOF, Information Resources, Inc. has caused this Amended
and Restated Plan and Trust to be executed by its officers thereunto duly
authorized and its corporate seal affixed and attested and the Trustees have
done the same this ______________ day of _________________, 1995.

                                       INFORMATION RESOURCES, INC.



                                       By:
                                           -------------------------------

ATTEST:
        --------------------
(Seal)




                                       TRUSTEES

                                       HARRIS TRUST AND SAVINGS BANK



                                       By:
                                           -------------------------------


                                       By:
                                           -------------------------------



                                       By:
                                           -------------------------------



ATTEST:
        --------------------
(Seal)

                                       49