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                                                                     EXHIBIT 4.1


                                  FUTURE CARE:

                            THE AMERICA WEST AIRLINES

                                   401(k) PLAN
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                                  Future Care:

                            The America West Airlines

                                   401(k) Plan

                                Table of Contents


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ARTICLE I..................................................................      1

      A.    "Account"......................................................      1

      B.    "Administrator"................................................      2

      C.    "Annuity Starting Date"........................................      2

      D.    "Beneficiary"..................................................      2

      E.    "Code".........................................................      2

      F.    "Committee"....................................................      2

      G.    "Company"......................................................      2

      H.    "Compensation".................................................      2

      I.    "Determination Year"...........................................      3

      J.    "Determination Year Calculation Period"........................      3

      K.    "Effective Date"...............................................      3

      L.    "Eligible Employee"............................................      3

      M.    "Eligible Spouse"..............................................      4

      N.    "Employee".....................................................      5

      O.    "Employer".....................................................      5

      P.    "Employer Matching Contribution"...............................      6

      Q.    "Employer Matching Contribution Account".......................      6

      R.    "Employer Minimum Contribution"................................      7

      S.    "Employer Supplemental Contribution"...........................      7

      T.    "Employer Supplemental Contribution Account"...................      7

      U.    "Entry Date"...................................................      7

      V.    "ERISA"........................................................      7

      W.    "Family Member"................................................      7

      X.    "Financial Hardship"...........................................      8

      Y.    "Fiscal Year"..................................................      9

      AA.   "Hour of Service"..............................................     10

      AB.   "Key Employee".................................................     12

      AC.   "Leased Employee"..............................................     13
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      AD.   "Look-Back Year Calculation Period"............................     14

      AE.   "Non-Key Employee".............................................     14

      AF.   "Normal Retirement"............................................     14

      AG.   "Normal Retirement Age"........................................     15

      AH.   "Normal Retirement Date".......................................     15

      AI.   "One-Year Break in Service"....................................     15

      AJ.   "Participant"..................................................     15

      AK.   "Plan".........................................................     16

      AL.   "Plan Year"....................................................     16

      AM.   "Rollover Account".............................................     16

      AN.   "Salary Deferral Account"......................................     16

      AO.   "Salary Deferral Contribution".................................     16

      AP.   "Salary Deferral Election".....................................     16

      AQ.   "Spousal Consent"..............................................     17

      AR.   "Top-Heavy Plan"...............................................     18

      AS.   "Total Compensation"...........................................     20

      AT.   "Total Disability".............................................     23

      AU.   "Trust"........................................................     23

      AV.   "Trustee"......................................................     23

      AW.   "Year of Service"..............................................     23

ARTICLE II.................................................................     24

      A.    Service Requirement............................................     24

      B.    Eligibility Computation Period.................................     24

      C.    Salary Deferral Election.......................................     25

      D.    Participation..................................................     25

      E.    Leaves of Absence..............................................     26

      F.    Suspended Participation........................................     26

ARTICLE III................................................................     28

      A.    Definitions....................................................     28

      B.    Salary Deferral Contribution...................................     34

      C.    Employer Matching Contributions................................     36

      D.    Employer Supplemental Contribution.............................     36
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      E.    Limitations on Salary Deferral Contributions...................     37

      F.    Correcting Excess Deferrals and Excess Contributions...........     40

      G.    Limitations on Matching Contributions..........................     47

      H.    Correcting Excess Aggregate Contributions......................     49

      I.    Employer Minimum Contribution..................................     54

      J.    Maximum Contribution...........................................     55

ARTICLE IV.................................................................     56

      A.    Accounts.......................................................     56

      B.    Valuation of Accounts..........................................     56

      C.    Allocation of Employer Minimum Contributions...................     57

      D.    Allocation of Salary Deferral Contributions....................     57

      E.    Allocation of Employer Matching Contributions..................     57

      F.    Allocation of Employer Supplemental Contributions and
            Forfeitures....................................................     58

      G.    Special Provision for Forfeitures of Subchapter S
            Corporation's Contributions....................................     61

      H.    Allocation Limitations.........................................     61

      I.    Transfers From Other Plans.....................................     71

ARTICLE V..................................................................     74

      A.    Vesting........................................................     74

      B.    Termination of Employment; Forfeitures.........................     77

ARTICLE VI.................................................................     80

      A.    Methods of Distribution........................................     80

      B.    Time of Distribution to Participant............................     88

      C.    Time of Distribution to Beneficiary............................     92

      D.    Small Account Balances.........................................     94

      E.    Investment of Deferred Distributions...........................     95

      F.    Nonliability...................................................     95

      G.    Missing Persons................................................     96

      H.    Distributions Prior to Termination of Employment...............     97

      I.    Withdrawals on Account of Financial Hardship...................    100

      J.    Loans to Participants..........................................    102

      K.    Direct Rollover Distributions to an Eligible Retirement Plan...    106

ARTICLE VII................................................................    109

      A.    Designation....................................................    109


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      B.    Absence of Valid Designation of Beneficiaries..................    109

ARTICLE VIII...............................................................    111

ARTICLE IX................................................................     112

      A.    Trust Agreement...............................................     112

      B.    Trust Agreement Part of Plan..................................     112

      C.    Participant Directs Investments...............................     112

      D.    Direction to Committee........................................     115

      E.    Duty to Evaluate Investments..................................     115

      F.    Costs of Investments..........................................     116

      G.    Rules of Committee............................................     116

ARTICLE X.................................................................     117

      A.    Named Fiduciaries.............................................     117

      B.    Fiduciary Standard............................................     117

      C.    Multiple Duties and Advisors..................................     118

      D.    Allocation and Delegation of Fiduciary Duties.................     118

      E.    Indemnification...............................................     118

      F.    Costs and Expenses............................................     119

      G.    Authority to Amend and Terminate..............................     119

      H.    Administrative Committee......................................     119

      I.    Plan Administration...........................................     120

      J.    Claims Procedures.............................................     122

      K.    Agent for Legal Process.......................................     124

ARTICLE XI................................................................     125

      A.    Amendment.....................................................     125

      B.    Termination or Complete Discontinuance of Contributions.......     125

      C.    Nonreversion..................................................     126

ARTICLE XII...............................................................     128

      A.    Limitation of Rights; Employment Relationship.................     128

      B.    Transfer of Assets of Employer; Transfer of Assets of Plan....     128

      C.    Spendthrift Provision.........................................     129

      D.    Applicable Law; Severability..................................     130

      E.    Incorporation of Trust Agreement Provisions...................     130

      F.    Written Application, Request and Election.....................     131
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      Effective as of January 1, 1989, America West Airlines adopted Future
Care: The America West Airlines 401(k) Plan (the "Prior Plan") and executed a
Trust Agreement.

      Effective as of January 1, 1989, America West Airlines hereby amends and
restates the Prior Plan and the Trust Agreement established under the Prior Plan
to provide retirement entitlements for the exclusive benefit of its Eligible
Employees and their Beneficiaries in accordance with the terms and conditions
set forth in the Plan, provided, however, that if a later effective date is
specified for a specific provision, version(s) of such provision effective prior
to such date are set forth in the applicable version(s) of the Plan.

      The Plan and Trust are intended to meet the requirements for qualification
under Section 401(a) and Section 401(k) and exemption from tax under Section
501(a) of the Internal Revenue Code of 1986, as amended. Moreover,
notwithstanding any provision of this Plan to the contrary, no benefit accrued
under the Prior Plan and protected under Section 411(d)(6) of the Internal
Revenue Code of 1986, as amended, and regulations thereunder, shall be reduced
or eliminated by this Plan.

                                    ARTICLE I

                                   DEFINITIONS

      A. "Account" shall mean the aggregate of the following accounts of the
Participant, as established in the books and records of the Plan:

            1.    Salary Deferral Account;

            2.    Rollover Account;
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            3.    Employer Matching Contribution Account; and

            4.    Employer Supplemental Contribution Account.

      B. "Administrator" shall mean the Plan Administrator as specified in
Article X.

      C. "Annuity Starting Date" shall mean the first day of the first period
for which an amount is payable as an annuity or, in the case of a benefit not
payable in the form of an annuity, the first day on which all events have
occurred which entitle the Participant to such benefit. In the case of a
deferred annuity, the Annuity Starting Date shall be the date on which the
annuity payments are scheduled to commence.

      D. "Beneficiary" shall mean the person or persons (natural or otherwise)
designated by or for a Participant, entitled under this Plan to receive benefits
after the death of a Participant.

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

      F. "Committee" shall mean the administrative committee appointed by, and
acting on behalf of, the Employer in accordance with Article X of this Plan.

      G. "Company" shall mean America West Holdings Corporation, a Delaware
corporation, and any successor thereto.

      H. "Compensation" shall mean all compensation for the Plan Year (or such
other applicable period specifically designated in the Plan) paid or payable in
cash or in kind by the Employer which is required to be reported as wages on the
Participant's Form W-2 and elective deferrals with respect to employment with
the Employer: (i) under a qualified cash or deferred


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arrangement described in Section 401(k) of the Code; (ii) to a plan qualified
under Section 125 of the Code; (iii) to a tax sheltered annuity described in
Section 403(b) of the Code; or (iv) to a plan qualified under Section 402(h) of
the Code. However, Compensation shall not include any amounts paid or payable by
reason of services performed (i) after the date an Employee ceases to be a
Participant, and (ii) prior to the date an Employee becomes a Participant.
Effective January 1, 1997, Compensation shall not include, with respect to any
Employee in any Plan Year (or such other applicable period specifically
designated in the Plan), any Compensation in excess of $150,000, adjusted
annually for increases in the cost-of-living according Section 401(a)(17)(B) of
the Code. If the Plan Year (or such other applicable period specifically
designated in the Plan), consists of a period of less than twelve (12) months,
the applicable dollar limitation under Section 401(a)(17) of the Code (as
adjusted from time to time) will be multiplied by a fraction, the numerator of
which is the number of months in the Plan Year (or such other applicable period
specifically designated in the Plan), and the denominator of which is twelve
(12). Effective January 1, 1997, for purposes of the Highly Compensated Employee
definition, "Compensation" shall mean Total Compensation as defined in this
Article I including elective and salary reduction contributions made to a
cafeteria plan, cash or deferred arrangement, or a tax-sheltered annuity; such
Compensation shall be determined on the basis of the Determination Year
Calculation Period.

      I. "Determination Year" shall mean the Plan Year that is being tested.

      J. "Determination Year Calculation Period" shall mean the Determination
Year.

      K. "Effective Date" shall mean January 1, 1989.

      L. "Eligible Employee" shall mean any Employee, except the following
persons:


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            1. A person who is less than twenty-one (21) years of age;

            2. A person whose Compensation and conditions of employment are
      subject to determination by collective bargaining and whose coverage
      hereunder is not required in an agreement entered into by the Employer
      with such person's lawful representative or bargaining agent, provided,
      however, that if such person (or category of persons) is already a
      Participant in the Plan, such person shall remain a Participant unless the
      collective bargaining agreement specifically excludes him from this Plan,
      and further provided that pursuant to Sections 410(b), 401(a)(4), 401(k)
      and 401(m) of the Code, any covered collectively bargained Employee shall
      be tested separately for any and all nondiscrimination testing; or

            3. A person who is a nonresident alien and who receives no earned
      income (within the meaning of Section 911(d) of the Code) from an
      Employer, such earned income constituting income from sources within the
      United States (within the meaning of Section 861(a)(3) of the Code).

            4. A person who is a Leased Employee.

      M. "Eligible Spouse" shall mean that spouse to whom a Participant is
married on either the Annuity Starting Date or the date of his death, whichever
occurs earlier. To the extent provided under a "qualified domestic relations
order" as described in Section 414(p) of the Code, the term Eligible Spouse
shall mean a former spouse in addition to or in place of the Participant's
current spouse.


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      N. "Employee" shall mean a person currently employed by the Employer, any
portion of whose income is initially treated as subject to withholding of income
tax and/or for whom Social Security or railroad retirement contributions are
initially made by the Employer. "Employee" shall also include any Leased
Employee deemed to be an Employee as provided in Sections 414(n) or 414(o) of
the Code. For purposes of the Highly Compensated Employee, Non-Highly
Compensated Employee, and Family Member definition, "Employee" shall mean any
individual who performs services for the Employer (other than a nonresident
alien who received no earned income as defined under Section 911(d)(2) of the
Code from his Employer that constituted income from sources within the United
States as defined in Code Section 861(a)(3)) and is either a common-law employee
or a self-employed individual as defined in Section 401(c)(1) of the Code.

      O. "Employer" shall mean the Company and any other subsidiary, or
affiliate of the Company which, with the approval of the Company, has adopted or
hereafter adopts the Plan. In addition, for purposes of determining an
Employee's Hours of Service, the term "Employer" includes:

            1. Any corporation or trade or business which is or was a member of
      a controlled group of corporations, a group of businesses under common
      control or an affiliated service group (within the meaning of Section
      414(b), (c), (m), and (o) of the Code, respectively) of which an Employer
      adopting the Plan is a member, but only for such period as the corporation
      or trade or business and the adopting Employer are or were considered
      members of the group;


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            2. Any corporation or trade or business which is a predecessor
      employer, if this Plan is a successor plan to the predecessor employer's
      qualified plan;

            3. Any corporation or trade or business which has been acquired
      directly or indirectly by the Company, provided that such corporation or
      trade or business shall be treated as an Employer under this Plan only
      during such Plan Years as are designated by the Board of Directors of the
      Company, and only with respect to those persons employed by such
      corporation or trade or business on the date it was acquired by the
      Company.

      For purposes of the Highly Compensated Employee, Non-Highly Compensated
Employee and Family Member definition, an "Employer" shall mean the corporation,
partnership or sole proprietorship which has adopted this Plan; "Employer" also
shall include any corporation or trade or business which is or was a member of a
controlled group of corporations, a group of businesses under common control, or
an affiliated service group (within the meaning of Sections 414(b), (c), and (m)
of the Code, respectively) of which the entity identified in the preceding
sentence is a member.

      P. "Employer Matching Contribution" shall mean the contribution made to
the Plan by the Employer pursuant to Paragraph C of Article III.

      Q. "Employer Matching Contribution Account" shall mean the account
maintained for each Participant in the books and records of the Plan for the
purpose of recording Employer Matching Contributions allocated to the
Participant, as adjusted for earnings and losses allocated thereto.


                                       6
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      R. "Employer Minimum Contribution" shall mean the contribution, if any,
made to the Plan by the Employer pursuant to Paragraph I of Article III.

      S. "Employer Supplemental Contribution" shall mean the contribution made
to the Plan by the Employer pursuant to Paragraph D of Article III.

      T. "Employer Supplemental Contribution Account" shall mean the account
maintained for each Participant in the books and records of the Plan for the
purpose of recording Employer Supplemental Contributions allocated to the
Participant, as adjusted for earnings and losses allocated thereto.

      U. "Entry Date" shall mean the date upon which an Eligible Employee
becomes a Participant, which shall be the Effective Date or the first day of the
first, fourth, seventh or tenth month of the Plan Year.

      V. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

      W. "Family Member" shall mean an Employee who is, on any one day of the
year, a spouse, lineal ascendant, lineal descendant, or a spouse of an ascendant
or descendant, including a legally adopted individual, of an individual who,
during either or both the Determination Year Calculation Period or the Look-Back
Year Calculation Period, was (i) an active or former Employee and a five percent
(5%) owner within the meaning of Section 416(i)(1)(B)(i) of the Code and the
regulations thereunder, or (ii) one of the ten most highly-paid Highly
Compensated Employees.


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      X. "Financial Hardship" shall mean the existence of a Participant's
immediate and heavy financial need. A need shall exist if it is necessary for:

            1. The payment of medical expenses described in Section 213(d) of
      the Code incurred by the Participant, his spouse or dependents or, if not
      yet incurred, which are necessary in order to obtain such medical care for
      the Participant, his spouse or dependents;

            2. The payment of tuition and related educational fees for the next
      twelve (12) months of post-secondary education for the Participant, his
      spouse, children, or dependents;

            3. The purchase (excluding mortgage payments) of a Participant's
      principal residence;

            4. Payments necessary to prevent eviction of the Participant from
      his principal residence or foreclosure on his principal residence;

            5. Amounts necessary to pay any federal, state or local income taxes
      or penalties reasonably anticipated to result from a distribution on
      account of Financial Hardship pursuant to Paragraph I of Article VI; or

            6. Other expenses which the Commissioner of the Internal Revenue
      Service indicates will be deemed to be made on account of such need.


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<PAGE>   14
      Y. "Fiscal Year" shall mean the accounting period used by the Company on
the Effective Date for federal income tax purposes which currently is the twelve
(12) month period ending December 31st of each year.

      "Highly Compensated Employee" shall mean any Employee who performed
services for the Employer during the Determination Year and who (a) was a five
percent (5%) owner within the meaning of Section 416(i)(1)(B)(i) of the Code and
the regulations thereunder at any time during the current year or the preceding
year, or (b) effective January 1, 1997, received more than $80,000 in
Compensation indexed at the same time and in the same manner as the dollar limit
in Section 415(d) of the Code is indexed ($80,000 for 1997 and was a member of
the Top-Paid Group for the preceding year).

      For purposes of this Paragraph X, the following definitions shall apply:

            1. "Excluded Employees" shall mean Employees who, during the
      relevant Calculation Period:

                  (a) had not completed six months of service by the end of the
            particular Calculation Period being tested;

                  (b) normally worked less than 17-1/2 hours per week;

                  (c) normally worked less than six months during any year;

                  (d) had not had their twenty-first birthday by the end of the
            particular Calculation Period being tested; or


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<PAGE>   15
                  (e) were included in a unit of employees covered by a
            collective bargaining agreement if ninety percent (90%) or more of
            the Employer's Employees were covered by collective bargaining
            agreements and the Plan covered only those Employees who were not
            covered by such agreement.

            2. "Top-Paid Group" shall mean Employees (except Excluded Employees
      described in subparagraph Z-1 above) who performed services during the
      Determination Year and the particular Calculation Period being tested,
      identified in the order of Compensation they received during that
      Calculation Period from highest to lowest.

      AA. "Hour of Service" shall mean each hour for which an Employee is:

            1. Directly or indirectly paid or entitled to payment by the
      Employer for the performance of duties;

            2. Directly or indirectly paid or entitled to payment by the
      Employer on account of a period of time during which no duties were
      performed (irrespective of whether the employment relationship has
      terminated) due to vacation, holiday, illness, incapacity (including
      disability), layoff, jury duty, military duty, or leave of absence
      authorized under Paragraph E of Article II. However, no more than 501
      Hours of Service shall be credited under this subparagraph 2 on account of
      any single continuous period during which the Employee performs no duties
      (whether or not such period occurs in a single computation period).
      Payments made or due under a plan maintained by the Employer solely to
      comply with applicable workers' compensation, unemployment compensation,
      or disability insurance law, or to reimburse an Employee for medical or


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<PAGE>   16
      medically-related expenses shall not be considered as payments by the
      Employer for purposes of this subparagraph;

            3. Absent from work by reason of the pregnancy of the Employee, the
      birth of a child of the Employee, the placement of a child with the
      Employee in connection with the adoption of the child by the Employee, or
      the care of such child by the Employee for a period immediately following
      birth or placement. No more than 501 Hours of Service shall be credited
      under this subparagraph 3 by reason of any one pregnancy or placement.
      Hours of Service credited under this subparagraph 3 shall be credited
      solely for purposes of determining whether a One-Year Break in Service has
      occurred in a computation period. All Hours of Service credited under this
      subparagraph 3 shall be credited only in the computation period in which
      the absence from work begins if any of such Hours of Service are required
      in that computation period to avoid a One-Year Break in Service. If none
      of the Hours of Service credited under this subparagraph 3 are required to
      avoid a One-Year Break in Service in the computation period in which the
      absence begins, then the Hours of Service will be credited to the next
      computation period. An Employee will be credited with 8 Hours of Service
      for each day of absence covered by this subparagraph. Credit shall be
      given pursuant to this subparagraph 3 only after the Employee furnishes to
      the Administrator such timely information as the Administrator may
      reasonably require to establish that the absence is for a reason described
      in this subparagraph; or

            4. Either awarded back pay or for which the Employer agrees to pay
      such back pay, irrespective of mitigation of damages. An Hour of Service
      received under this subparagraph 4 shall be credited to that computation
      period for which the award was


                                       11
<PAGE>   17
      granted. The same Hours of Service shall not be credited both under either
      subparagraph 1 or 2, as the case may be, and under this subparagraph 4.
      Hours of Service for which back pay is awarded or agreed to with respect
      to periods described in subparagraph 2 shall be subject to the limitations
      set forth in that paragraph.

      For purposes of subparagraphs 2 and 4 of this Paragraph AA, and for
purposes of subparagraphs 1 in the case of an Employee for whom records of hours
worked are not required by applicable law to be kept, an Employee shall be
credited with 10 Hours of Service for each day for which he would have been
required to be credited with an Hour of Service. Hours of Service shall be
credited to the applicable computation period in accordance with Department of
Labor Regulation Section 2530.200b-2(b) and (c).

      AB. "Key Employee" shall mean an Employee or former Employee and their
Beneficiaries who, within the meaning of Section 416(i) of the Code and the
regulations thereunder, is or at any time during the four preceding Plan Years
has been:

            1. An officer of the Employer whose annual compensation exceeds 50%
      of the amount in effect under Section 415(b)(1)(A) of the Code for any
      such Plan Year;

            2. One of the ten Employees whose annual compensation from the
      Employer exceeds the limitation in effect under Section 415(c)(1)(A) and
      who owns or is considered as owning more than a one-half percent (1/2%)
      ownership interest and one of the ten largest percentage ownership
      interests in the Employer;

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


                                       12
<PAGE>   18
            4. A one percent (1%) owner of the Employer having an annual
      compensation of more than $150,000.

      For purposes of this definition, no more than fifty employees (or, if less
than fifty, either three employees or ten percent of all employees, whichever is
greater) shall be treated as officers. In addition, for purposes of determining
ownership percentages hereunder, the constructive ownership rules of Section 318
of the Code shall apply as provided by Section 416(i)(1)(B) of the Code. For
purposes of subparagraph 2, if two Employees have the same interest in the
Employer, the Employee having greater annual compensation from the Employer
shall be treated as having a larger interest. For purposes of determining the
number of officers taken into account under subparagraph AB-1 above, employees
described in Section 414(q)(8) of the Code shall be excluded. For purposes of
determining compensation, Total Compensation shall be used in addition to
elective and salary-reduction contributions made to any 401(k) plan of the
Employer, a simplified employee pension plan, a cafeteria plan, and a
tax-sheltered annuity.

      AC. "Leased Employee" shall mean, effective January 1, 1997, a person
(other than an Employee) who has performed services (i) under the primary
direction or control by the employer, (ii) on a substantially full time basis
for a period of at least one (1) year, (iii) either directly or indirectly for
the Employer (or for the Employer and related persons determined in accordance
with Section 414(n)(6) of the Code), and (iv) pursuant to a written or oral
agreement between the Employer and any other person. For purposes of this Plan,
Leased Employees shall be treated as follows:


                                       13
<PAGE>   19
            1. Contributions and benefits provided to the Leased Employee by the
      person who has entered into the agreement with the Employer, which are
      attributable to services performed for the Employer, shall be treated as
      provided by the Employer.

            2. Service provided by the individual who becomes a Leased Employee
      to the person who has entered into the agreement with the Employer, which
      are attributable to services performed for the Employer, shall be treated
      as performed under this Plan.

The term "Leased Employee" shall not include a person described above who is
covered by a qualified money purchase pension plan of the other person who has
entered into the agreement with the Employer which provides (i) a nonintegrated
employer contribution rate of at least ten percent (10%) of compensation as
defined in Section 415(c)(3) of the Code including amounts contributed pursuant
to a salary reduction agreement which are excludable from his gross income under
Sections 125, 402(e)(3), 402(h) and 403(b) of the Code, (ii) immediate
participation, and (iii) immediate and full vesting.

      AD. "Look-Back Year Calculation Period" shall mean the 12-month period
immediately preceding the Determination Year Calculation Period.

      AE. "Non-Key Employee" shall mean any Employee who is not a Key Employee.

      AF. "Normal Retirement" shall mean retirement on or after the
Participant's Normal Retirement Age. In the case of a Participant who continues
in the employ of the Employer after reaching such Normal Retirement Age, "Normal
Retirement" shall mean retirement on the delayed retirement date, which is the
date of the Participant's actual termination of employment.


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<PAGE>   20
A Participant who attains Normal Retirement Age and who retires on his Normal
Retirement Date shall be entitled to receive distributions in accordance with
Article VI. A Participant who continues in the employ of the Employer after
reaching Normal Retirement Age shall continue to participate in the Plan and to
have contributions allocated to his Account. When such Participant subsequently
retires, he shall then be entitled to have the balance standing in his Account
under the Plan distributed at such retirement date and in the same manner as if
he had retired at his Normal Retirement Date.

      AG. "Normal Retirement Age" shall mean age sixty-five (65) (age sixty (60)
if the Participant is employed as a pilot).

      AH. "Normal Retirement Date" shall mean the last day of the Plan Year in
which a Participant has attained Normal Retirement Age.

      AI. "One-Year Break in Service" shall mean, with respect to any Employee,
a computation period during which the Employee is credited with 500 or fewer
Hours of Service. Except as provided in Paragraph B of Article II, the Plan Year
shall be the computation period.

      AJ. "Participant" shall mean any Eligible Employee who has become a
participant of this Plan, in accordance with Article H of this Plan.

            Solely for the purposes of allowing a rollover from another
qualified plan (the "Other Plan") and pursuant to Article IV, Section I,
Participant shall mean an Employee who has met 90 days of Active Service with
the Company. Active Service shall mean:


                                       15
<PAGE>   21
            (1) Any scheduled work day in which the Employee performs regular
      work duties on a full or part time basis, either at the Employer's place
      of business or at another location to which the Employee is required to
      travel for the Employer's business; or

            (2) A day which is not one of the Employer's schedule work days if
      the Employee was in Active Service on the preceding scheduled work day.

      AK.   "Plan" shall mean America West Holdings Corporation Future Care
401(k) Plan, as set forth herein, and any amendments hereto.

      AL.   "Plan Year" shall mean the twelve (12) month period ending
December 31st.

      AM.   "Rollover Account" shall mean the account established for a
Participant in the books and records of the Plan for the purpose of recording
any funds transferred to the Trustee from, or attributable to, another qualified
plan or an individual retirement account pursuant to Paragraph I of Article IV,
as adjusted for earnings and losses allocated thereto.

      AN.   "Salary Deferral Account" shall mean the account maintained for each
Participant in the books and records of the Plan for the purpose of recording
any Salary Deferral Contributions allocated to the Participant, as adjusted for
earnings and losses allocated thereto.

      AO.   "Salary Deferral Contribution" shall mean the contribution, if
any, made to the Plan by the Employer pursuant to Paragraph B of Article III.

      AP.   "Salary Deferral Election" shall mean an election made by an
Eligible Employee to defer a specified percentage of his Compensation for the
Plan Year pursuant to Paragraph B of Article III.


                                       16
<PAGE>   22
      AQ. "Spousal Consent" shall mean an Eligible Spouse's written consent
which acknowledges the effect of the Participant's election and is witnessed by
a Plan representative or a notary public. Spousal Consent may be in the form of
a specific consent, general consent or limited general consent:

            1. A "specific consent" shall specify the nonspouse Beneficiary, if
      any (and, in the case of a Participant's election to waive a qualified
      joint and survivor annuity, the alternate form of distribution elected).

            2. A "general consent" shall allow the Participant, without further
      Spousal Consent, to change the Beneficiary designation (and, in the case
      of a Participant's election to waive a qualified joint and survivor
      annuity, to elect any alternate form of distribution), if such general
      consent indicates that the Eligible Spouse has the right to limit her
      consent to a specific Beneficiary (and alternate form of distribution, if
      applicable) and that such spouse voluntarily elects to relinquish such
      right.

            3. A "limited general consent" shall allow the Participant, without
      further Spousal Consent, to change the Beneficiary designation to any
      person or persons (natural or otherwise) among those set forth in writing
      (and, in the case of a Participant's election to waive a qualified joint
      and survivor annuity, to elect one or among a list of alternate forms of
      distributions set forth in writing, or any combination of the above).

Once made, a general consent shall be irrevocable. A specific or limited general
consent shall be irrevocable unless the Participant changes his Beneficiary
designation or revokes his election to waive the qualified joint and survivor
annuity or the qualified pre-retirement survivor annuity, as


                                       17
<PAGE>   23
applicable; upon such event, a specific consent and a limited general consent
(if the Participant's subsequent Beneficiary designation or election of an
alternate form of benefit is not among those options expressly set forth in the
limited general consent) shall be deemed to be revoked. Notwithstanding the
foregoing, Spousal Consent is not required if the Participant establishes to the
satisfaction of a Plan representative that such written consent may not be
obtained because there is no Eligible Spouse or that the Eligible Spouse cannot
be located. In addition, no Spousal Consent is necessary if the Participant has
been legally separated or abandoned within the meaning of local law and the
Participant provides the Plan representative with a court order to that effect,
so long as such court order does not conflict with a qualified domestic
relations order. If the Eligible Spouse is legally incompetent to consent, the
Eligible Spouse's legal guardian may consent on her behalf, even if the legal
guardian is the Participant. If the Eligible Spouse has consented to the
designation of a trust as the Participant's Beneficiary, Spousal Consent is not
required for the designation of or change in trust beneficiaries.

      AR. "Top-Heavy Plan" shall mean (1) a plan in which, as of the
"determination date," the aggregate of "accounts" of Key Employees exceeds sixty
percent (60%) of the aggregate of "accounts" of all employees under the plan;
and (2) each plan which is included in an "aggregation group" if such group is a
top-heavy group, as determined under Section 416(g)(2) of the Code. For purposes
of this Paragraph: (a) "determination date" means the last day of the
immediately preceding Plan Year or, in the case of the first Plan Year, the last
day of such year. Where two or more plans are aggregated, the plans will be
aggregated by adding together the results for each plan as of the determination
dates for such plans which fall in the same calendar year; (b) "accounts" means
the sum of all accounts maintained for the employee determined as of the most
recent valuation date occurring within the twelve-month period ending on the


                                       18
<PAGE>   24
determination date (or, in the case of a defined benefit plan, the present value
of the cumulative accrued benefits determined as of the valuation date used for
computing plan costs for minimum funding purposes), including distributions made
with respect to such employee under the plan during the five (5) year period
ending on the "determination date," but excluding, however, rollover
contributions, the account of a Non-Key Employee who was formerly a Key
Employee, the account of an individual who has not performed services for the
Employer at any time during the five (5) year period ending on the determination
date, and further excluding those amounts attributable to deductible employee
contributions (as defined in Section 72(o)(5)(A) of the Code); and (c)
"aggregation group" means (i) each plan of the Employer in which a Key Employee
participates, and each other plan of the Employer which enables a plan in which
a Key Employee participates to meet the requirements of Section 401(a)(4) or
Section 410 of the Code (including a terminated plan maintained within the last
five (5) year period ending on the "determination date"), and (ii) any other
plan maintained by the Employer which the Company elects to include within the
group, provided the resulting group satisfies Section 401(a)(4) and Section 410
of the Code. In determining the cumulative accrued benefits of a defined benefit
plan for purposes of this Paragraph, the actuarial assumptions specified by the
defined benefit plan for this purpose shall be utilized. If differing actuarial
assumptions are specified for two or more defined benefit plans, then the
actuarial assumptions for the defined benefit plan including the largest number
of employees in the first year any defined benefit plan is included within the
aggregation group shall be utilized. Solely for the purpose of determining if
the Plan, or any other plan in a required aggregation group of which this Plan
is a part, is a Top-Heavy Plan, the accrued benefit of an Employee other than a
Key Employee shall be determined (a) under the method, if any, that uniformly
applies for accrual purposes under all plans maintained by the


                                       19
<PAGE>   25
Employer, or (b) if there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the fractional accrual
rate of Section 411(b)(1)(C) of the Code.

      AS. "Total Compensation" shall mean all amounts paid or made available to
an Employee which are treated as compensation under Treasury Regulation Section
1.415-2(d)(2), and are not excluded from compensation under Treasury Regulation
Section 1.415-2(d)(3).

            1. Items Includable as Compensation. For purposes of applying the
      limitations of Section 415 of the Code, the term "compensation" includes:

                  (a) The Participant's wages, salaries, fees for professional
            services and other amounts received for personal services actually
            rendered in the course of employment with an Employer maintaining
            the Plan (including, but not limited to, commissions paid to
            salesmen, compensation for services on the basis of a percentage of
            profits, commissions on insurance premiums, tips, bonuses, fringe
            benefits, reimbursements, and expense allowances).

                  (b) In the case of a Participant who is an employee within the
            meaning of Section 401(c)(1) of the Code and the regulations
            thereunder, the Participant's earned income (as described in Section
            401(c)(2) of the Code and the regulations thereunder).

                  (c) For purposes of subsections (a) and (b) of this
            subparagraph, earned income from sources outside the United States
            (as defined in Section


                                       20
<PAGE>   26
            911(b) of the Code, whether or not excludable from gross income
            under Section 911 of the Code).

                  (d) Amounts described in Sections 104(a)(3), 105(a) and 105(h)
            of the Code, but only to the extent that these amounts are
            includable in the gross income of the employee.

                  (e) Amounts paid or reimbursed by the Employer for moving
            expenses incurred by an employee, but only to the extent that these
            amounts are not deductible by the employee under Section 217 of the
            Code.

                  (f) The value of a non-qualified stock option granted to an
            employee by the Employer, but only to the extent that the value of
            the option is includable in the gross income of the employee for the
            taxable year in which granted.

                  (g) The amount includable in the gross income of an employee
            upon making the election described in Section 83(b) of the Code.

                  (h) Effective January 1, 1998, any elective deferrals (as
            defined in Section 402(g)(3)).

                  (i) Effective January 1, 1998, elective contribution to
            Section 457 nonqualified deferred compensation plans.

                  (j) Effective January 1, 1998, salary reduction contributions
            to cafeteria plans.


                                       21
<PAGE>   27
            2. Items Not Includable as Compensation. The term "compensation"
      does not include items such as:

                  (a) Any distributions from a plan of deferred compensation are
            not considered as compensation for Code Section 415 purposes,
            regardless of whether such amounts are includable in the gross
            income of the employee when distributed. However, any amounts
            received by an employee pursuant to an unfunded non-qualified plan
            may be considered as compensation for Code Section 415 purposes in
            the year such amounts are includable in the gross income of the
            employee.

                  (b) Amounts realized from the exercise of a non-qualified
            stock option, or when restricted stock (or property) held by an
            employee either becomes freely transferable or is no longer subject
            to a substantial risk of forfeiture under Section 83 of the Code and
            the regulations thereunder.

                  (c) Amounts realized from the sale, exchange or other
            disposition of stock acquired under a qualified stock option.

                  (d) Other amounts which receive special tax benefits, such as
            premiums for group term life insurance (but only to the extent that
            the premiums are not includable in the gross income of the employee
            under Section 72).

            Except as otherwise provided in this Plan, Total Compensation shall
            be determined on the basis of the Plan Year.


                                       22
<PAGE>   28
      AT. "Total Disability" shall mean the mental or physical inability of a
Participant to perform his normal job, as evidenced by either: (1) the
certificate of a medical examiner satisfactory to the Employer, certifying such
inability and certifying that such condition is likely to be permanent, or (2)
the receipt of disability payments from the Social Security Administration.

      AU. "Trust" shall mean the trust established pursuant to Article IX of
this Plan.

      AV. "Trustee" shall mean the trustee or trustees of the Trust established
pursuant to this Plan.

      AW. "Year of Service" shall mean a computation period during which an
Employee is credited with not less than 1,000 Hours of Service with the Employer
for purposes of eligibility under Article II. Except as provided in Paragraph B
of Article II, the computation period shall be the Plan Year. For purposes of
vesting under Article V, "Year of Service" shall mean a period of twelve (12)
consecutive months commencing on an Employee's date of employment or anniversary
of the Employee's date of employment.


                                       23
<PAGE>   29
                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

      An Eligible Employee shall become a Participant of the Plan in accordance
with the following requirements:

      A.    Service Requirement

            1. Each Eligible Employee who has completed one (1) Year of Service
      shall be eligible to become a Participant of the Plan as of the Entry Date
      coincident with or next following the last day of the Eligibility
      Computation Period during which such period of service is completed.

            2. An Eligible Employee who satisfies the service requirements of
      subparagraph 1 but who is not an Eligible Employee on the Entry Date shall
      become a Participant of the Plan immediately upon again becoming an
      Eligible Employee.

      B.    Eligibility Computation Period

            For purposes of Article II, the initial Eligibility Computation
Period shall be the twelve (12) consecutive month period commencing with the
date on which an Employee first performs an Hour of Service for the Employer.
Subsequent Eligibility Computation Periods will be the Plan Year, commencing
with the Plan Year which includes the first anniversary of the date the Employee
first performs an Hour of Service.


                                       24
<PAGE>   30
      C.    Salary Deferral Election

      An Employee who is eligible to become a Salary Deferral Participant under
Paragraph A of this Article II shall become a Salary Deferral Participant as of
the Entry Date coincident with or next following the date he makes a written
application to become a Salary Deferral Participant and signs a form providing a
Salary Deferral Election. The Employer shall to the extent possible notify each
Eligible Employee of his prospective eligibility to become a Salary Deferral
Participant at least thirty (30) days prior to the date he must file an
application, but such notice shall be given only the first time an Employee is
eligible to become a Salary Deferral Participant, and failure to give such
notice shall not impose any liability upon the Employer or the Committee. At any
time, a Participant may change his Salary Deferral Election, may discontinue
deferral of his Compensation and may restart Salary Deferrals, subject to the
change taking effect as soon as administratively feasible in accordance with
rules prescribed by the Committee.

      D.    Participation

      Participation in the Plan continues until a Participant terminates by
Normal Retirement, by delayed retirement, by reason of Total Disability, or by
death or severs employment with the Employer and has a One-Year Break in
Service. An Employee whose participation in the Plan has terminated shall become
a Participant again on the date he again becomes an Eligible Employee. An
Employee whose participation in the Plan has terminated but who has not received
all benefits under the Plan shall be a "former Participant." For the purpose of
establishing a One-Year Break in Service hereunder, the applicable computation
period shall be the Eligibility Computation Period as defined in Paragraph B of
Article II hereof.


                                       25
<PAGE>   31
      E.    Leaves of Absence

      A Participant's employment is not considered terminated for purposes of
the Plan while he is on leave of absence with the consent of the Employer,
provided that he returns to the employ of the Employer at the expiration of such
leave. Leaves of absence shall mean leaves granted by the Employer, in
accordance with written rules uniformly applied to all Employees, for reasons of
health or public service or for reasons determined by the Employer to be in its
best interests. A Participant's employment shall also not be deemed to have
terminated while he is a member of the Armed Forces of the United States,
provided that he returns to the employment of the Employer within ninety (90)
days (or such longer period as may be prescribed by law) from the date he first
became entitled to his discharge. Participants who do not return to the employ
of the Employer within sixty (60) days following the end of the leave of
absence, or within the required time in case of service with the Armed Forces,
shall be deemed to have terminated their employment as of the date when their
leaves of absence began, unless such failure to return was the result of Normal
Retirement, delayed retirement, Total Disability or death.

      F.    Suspended Participation

      A Participant who ceases to be an Eligible Employee, but who has not
separated from the service of the Employer, shall become a suspended
Participant. During the period of suspension, no amounts which are based on his
Compensation or Total Compensation from and after the date of suspension shall
be credited to his Account. Notwithstanding the foregoing, salary deferrals made
during the period the Participant was an Eligible Employee and matching
contributions thereon may be credited to the Participant's Account during the
period of suspension. However, amounts previously credited to a Participant's
Account shall continue to vest, and the Participant


                                       26
<PAGE>   32
shall be entitled to benefits in accordance with the other provisions of the
Plan while he is a suspended Participant.


                                       27
<PAGE>   33
                                   ARTICLE III
                             EMPLOYER CONTRIBUTIONS

         A.       Definitions

         For purposes of this Article III, the following definitions shall apply
unless indicated otherwise:

                  1. "Average Contribution Percentage" shall mean the average
         (expressed as a percentage to the nearest one-hundredth of one percent)
         of the Contribution Percentages of the Eligible Participants in a
         group.

                  2. "Actual Deferral Percentage" shall mean the ratio
         (expressed as a percentage to the nearest one-hundredth of one percent)
         of the sum of Elective Deferrals and Qualified Employer Deferral
         Contributions made on behalf of an Eligible Participant for the Plan
         Year to the Eligible Participant's Compensation for the Plan Year. The
         Actual Deferral Percentage of an Eligible Participant who makes no
         Elective Deferrals and is allocated no Qualified Employer Deferral
         Contributions shall be zero (0).

                  3. "Average Actual Deferral Percentage" shall mean the average
         (expressed as a percentage to the nearest one-hundredth of one percent)
         of the Actual Deferral Percentages of the Eligible Participants in a
         group.

                  4. "Contribution Percentage" shall mean the ratio (expressed
         as a percentage to the nearest one hundredth of one percent) of the sum
         of the Matching Contributions (other than Qualified Matching
         Contributions) and Qualified Employer Contributions made under this
         Plan on behalf of the Eligible Participant for the Plan Year to the
         Eligible

                                       28
<PAGE>   34
         Participant's Compensation for the Plan Year. Such Contribution
         Percentage shall not include forfeitures of Matching Contributions
         allocated to the Eligible Participant's Account for the Plan Year in
         which the allocation is made. The Contribution Percentage of an
         Eligible Participant who neither makes nor receives such contributions
         shall be zero (0).

                  5. "Elective Deferrals" shall mean Salary Deferral
         Contributions and any other contributions made by the Employer to this
         Plan and any other qualified plans that are maintained by the Employer
         which are aggregated with this Plan under subparagraph F-6 of this
         Article III for the Plan Year at the election of the Eligible
         Participant, in lieu of cash compensation (that either would have been
         received by the Eligible Participant in the Plan Year or is
         attributable to services performed by the Eligible Participant within
         the Plan Year and would have been received by the Eligible Participant
         within 2-1/2 months after the close of the Plan Year but for a deferral
         election), and shall include contributions made pursuant to a salary
         reduction agreement. Such "Elective Deferrals" shall be taken into
         account for a Plan Year only if they are allocated to the Eligible
         Participant's account as of a date within that Plan Year, were not
         distributed to such Eligible Participant pursuant to subparagraph H-6
         of Article IV, the allocation is not contingent on the Eligible
         Participant's participation in the plan or performance of services for
         the Employer after such date, and the Elective Deferrals are paid to a
         trust no later than twelve (12) months after the close of the Plan Year
         to which they relate. Elective Deferrals shall include Excess Deferral
         Amounts distributed to Highly Compensated Employees but shall not
         include Excess Deferral Amounts attributable to


                                       29
<PAGE>   35
         this Plan or another plan of the Employer that are distributed to
         Non-Highly Compensated Employees.

                  6. "Eligible Participant" for purposes of Paragraphs E and F
         of this Article III shall mean any Employee who is otherwise authorized
         under this Plan and any other qualified plans that are maintained by
         the Employer which are aggregated with this Plan under subparagraph F-6
         of this Article III to have Elective Deferrals or Qualified Employer
         Deferral Contributions allocated to his account for the Plan Year,
         including an Employee who is not permitted to make Elective Deferrals
         because of a prior hardship withdrawal. "Eligible Participant" for
         purposes of Paragraphs G and H of this Article III shall mean any
         Employee who is otherwise authorized under this Plan to have Matching
         Contributions or Qualified Employer Contributions allocated to his
         Account for the Plan Year.

                  7. "Excess Deferral Amount" shall mean the amount of Excess
         Deferrals for a calendar year which the Participant allocates to this
         Plan pursuant to the procedure set forth in subparagraph F-1 of this
         Article III; provided that the "Excess Deferral Amounts" shall first be
         reduced, in accordance with regulations prescribed by the Secretary of
         the Treasury, by the amount of Excess Contributions previously
         distributed to the Participant under subparagraph F-2 of this Article
         III for the Plan Year beginning with or within the Participant's
         taxable year.

                  8. "Matching Contributions" shall mean any Employer Matching
         Contributions and contributions made by the Employer to the Plan for
         the Plan Year and allocated to an Eligible Participant's Account by
         reason of the Eligible Participant's


                                       30
<PAGE>   36
         Elective Deferrals; provided, however, that such Matching Contributions
         must be allocated to the Eligible Participant's Account as of a date
         within that Plan Year and actually be paid to the Trust no later than
         twelve (12) months after the close of the Plan Year to which they
         relate.

                  9. "Qualified Employer Contributions" shall mean Qualified
         Nonelective Contributions and Elective Deferrals which are taken into
         account under the Plan in determining an Eligible Participant's
         Contribution Percentage; provided, however, that in order for Elective
         Deferrals to be taken into account, all Elective Deferrals must satisfy
         the limitations in subparagraph E-2 of this Article III by including
         and excluding such Elective Deferrals, and the Qualified Nonelective
         Contributions and Elective Deferrals taken into account must satisfy
         the other requirements of Treasury Regulation Section 1.401(m)-1(b)(2).
         Qualified Nonelective Contributions taken into account under this
         subparagraph A-9 cannot be used in determining an Eligible
         Participant's Actual Deferral Percentage.

                  10. "Qualified Employer Deferral Contributions" shall mean
         Qualified Nonelective Contributions and Qualified Matching
         Contributions which are taken into account under this Plan and any
         other qualified plans that are maintained by the Employer which are
         aggregated with this Plan under subparagraph F-6 of this Article III in
         determining an Eligible Participant's Actual Deferral Percentage which
         satisfy the requirements of Treasury Regulation Section
         1.401(k)-1(b)(3). Qualified Nonelective Contributions taken into
         account under this subparagraph A-10 cannot be used in determining an
         Eligible Participant's Contribution Percentage.


                                       31
<PAGE>   37
                  11. "Qualified Matching Contributions" shall mean Matching
         Contributions which are taken into account under the Plan in
         determining an Eligible Participant's Actual Deferral Percentage. In
         order for Matching Contributions to be considered as Qualified Matching
         Contributions, the Matching Contributions must be one hundred percent
         (100%) vested and nonforfeitable when made and must not be
         distributable under the Plan to Eligible Participants or their
         Beneficiaries earlier than the earliest of:

                           (a) The Eligible Participant's separation from
                  service, death or disability;

                           (b) The termination of the Plan without establishment
                  or maintenance of another defined contribution plan (other
                  than an employee stock ownership plan as defined in Section
                  4975(e)(7) of the Code or a simplified employee pension plan
                  as defined in Section 408(k) of the Code);

                           (c) The sale or other disposition by a corporation of
                  substantially all of its assets (within the meaning of Section
                  409(d)(2) of the Code) used by such corporation in a trade or
                  business of such corporation with respect to an Eligible
                  Participant who continues employment with the corporation
                  acquiring such assets;

                           (d) The sale or other disposition by a corporation of
                  such corporation's interest in a subsidiary (within the
                  meaning of Section 409(d)(3) of the Code) with respect to an
                  Eligible Participant who continues employment with such
                  subsidiary; or

                           (e) The Eligible Participant's attainment of age
                  59-1/2.


                                       32
<PAGE>   38
         Notwithstanding the foregoing, any distribution made pursuant to
         subparagraphs A-11(b), A-11(c) and A-11(d), above must meet the
         requirements of Section 401(k)(10) of the Code.


                  12. "Qualified Nonelective Contributions" shall mean Employer
         Supplemental Contributions and contributions made by the Employer to
         this Plan and to any other qualified plans that are maintained by the
         Employer which are aggregated with this Plan (other than Elective
         Deferrals and Matching Contributions) which are allocated to the
         Eligible Participant's account and which the Eligible Participant may
         not elect to receive in cash until distributed from the Plan. In order
         for such contributions to be considered as Qualified Nonelective
         Contributions, they must be one hundred percent (100%) vested and
         nonforfeitable when made and must not be distributable under the terms
         of the Plan to Eligible Participants or their Beneficiaries earlier
         than the earliest of:

                           (a) The Eligible Participant's separation from
                  service, death or disability;

                           (b) The termination of the Plan without establishment
                  or maintenance of another defined contribution plan (other
                  than an employee stock ownership plan as defined in Section
                  4975(e)(7) of the Code or a simplified employee pension plan
                  as defined in Section 408(k) of the Code);

                           (c) The sale or other disposition by a corporation of
                  substantially all of its assets (within the meaning of Section
                  409(d)(2) of the Code) used by such


                                       33
<PAGE>   39
                  corporation in a trade or business of such corporation with
                  respect to an Eligible Participant who continues employment
                  with the corporation acquiring such assets;

                           (d) The sale or other disposition by a corporation of
                  such corporation's interest in a subsidiary (within the
                  meaning of Section 409(d)(3) of the Code) with respect to an
                  Eligible Participant who continues employment with such
                  subsidiary; or

                           (e) The Eligible Participant's attainment of age
                  59-1/2.

         Notwithstanding the foregoing, any distribution made pursuant to
         subparagraphs A-12(b), A-12(c) and A-12(d), above must meet the
         requirements of Section 401(k)(10) of the Code.

                  13. "Total Contributions" shall mean the dollar amount of all
         contributions made by or on behalf of a Highly Compensated Employee.

         B.       Salary Deferral Contribution

                  1. A Participant electing to participate in the Plan shall
         make a Salary Deferral Election for the Plan Year electing to defer not
         less than 1% and not greater than 15% of his Compensation. In no event
         shall such deferral exceed $7,627 in 1989 (or, in later years, such
         amount as adjusted by the Secretary of the Treasury at the same time
         and in the same manner as the dollar limit set forth in Section 415(d)
         of the Code is adjusted).

                  2. At any time, a Participant may change his Salary Deferral
         Election, may discontinue deferral of his Compensation and may restart
         Salary Deferrals, subject to the


                                       34
<PAGE>   40
         change taking effect as soon as administratively feasible in accordance
         with rules prescribed by the Committee.

                  3. Subject to the provisions of Paragraphs E through H of this
         Article III, for each Plan Year the Employer shall make a Salary
         Deferral Contribution to the Plan for each Participant in an amount
         equal to the amount of Compensation which the Participant has elected
         to defer pursuant to his Salary Deferral Election. The Employer shall
         pay over all Salary Deferral Contributions to the Trustee on the
         earliest date on which such contributions can reasonably be segregated
         from the Employer's general assets, but in any event, within thirty
         (30) days of the date on which such amounts would otherwise have been
         payable to the Employee in cash.

                  4. All Salary Deferral Elections, changes in Salary Deferral
         Elections or discontinuances of Salary Deferral Elections shall be made
         in writing on such forms and in such manner as may be established by
         the Committee.

                  5. With the exception of Employer Matching Contributions, no
         other Employer provided benefit, including, but not limited to,
         benefits under a defined benefit plan, nonelective employer
         contributions to a defined contribution plan, the availability, cost or
         amount of health benefits, vacations or vacation pay, life insurance,
         dental plans, legal service plans, loans (including plan loans),
         financial planning services, subsidized retirement benefits, stock
         options, property subject to Code Section 83, and dependent care
         assistance, shall be directly or indirectly conditioned upon any
         Employee's election to make a Salary Deferral Election under this
         Article III.


                                       35
<PAGE>   41
         C.       Employer Matching Contributions

                  1. Subject to the provisions of Paragraphs E through H of this
         Article III, for each Plan Year the Employer shall contribute at the
         discretion of the Board of Directors, without regard to current or
         accumulated earnings and profits for the taxable year or years ending
         with or within such Plan Year, a matching contribution. Such
         contribution shall be determined annually, but shall not be less than
         twenty-five percent (25%) of the first six percent (6%) of the Salary
         Deferral Contribution elected by Participants. The sum of the Employer
         Matching Contribution and the Salary Deferral Contribution for any
         Fiscal Year shall not exceed an amount equal to fifteen percent (15%)
         of the total Compensation (after any salary reductions) otherwise paid
         or accrued to all Participants employed by the Employer for such year.
         In no event shall the Employer Matching Contribution attributable to
         any Plan Year be so large as to cause the Annual Addition for any
         Participant to exceed the amount permitted under Section 415 of the
         Code. In no event shall the Employer Matching Contribution for any
         Fiscal Year exceed an amount which the Employer estimates will be
         deductible under Section 404(a)(3) of the Code.

                  2. The Employer Matching Contribution shall be reduced by the
         amount of any forfeitures arising during the Plan Year.

         D.       Employer Supplemental Contribution

         Subject to the provisions of Paragraphs E through H of this Article
III, for each Plan Year in which this Plan is in effect the Employer may make an
Employer Supplemental Contribution to the Trust in one or more installments in
such amounts as the Employer may determine. The Plan Year for which each
contribution is made shall be designated at the time of the contribution.


                                       36
<PAGE>   42
         E.       Limitations on Salary Deferral Contributions

         Effective January 1, 1997, the following limitations shall apply to
Salary Deferral Contributions:

                  1. No Participant shall receive a Salary Deferral Contribution
         under this Plan which, when combined with any other Elective Deferrals
         of the Participant under any other qualified plan in which the
         Participant participates for the calendar year, exceeds $7,627 in 1989
         (or, in later years, such amount as adjusted by the Secretary of the
         Treasury at the same time and in the same manner as the dollar limit
         set forth in Section 415(d) of the Code is adjusted).

                  2. The Average Actual Deferral Percentage for Eligible
         Participants who are Highly Compensated Employees for the Plan Year
         shall not exceed the Average Actual Deferral Percentage for Eligible
         Participants who were considered Non-Highly Compensated Employees
         (whether or not currently Non-Highly Compensated or currently an
         Employee) for the prior Plan Year multiplied by 1.25; or

                  3. The Average Actual Deferral Percentage for Eligible
         Participants who are Highly Compensated Employees for the Plan Year
         shall not exceed the Average Actual Deferral Percentage for Eligible
         Participants who were considered Non-Highly Compensated Employees
         (whether or not currently Non-Highly Compensated or currently an
         Employee) for the prior Plan Year multiplied by two (2), provided that
         the Average Actual Deferral Percentage for Eligible Participants who
         are Highly Compensated Employees does not exceed the Average Actual
         Deferral Percentage for


                                       37
<PAGE>   43
         Eligible Participants who were considered Non-Highly Compensated
         Employees by more than two (2) percentage points.

                  4. Notwithstanding subparagraphs E-2 and E-3 above, if both
         the one hundred twenty-five percent (125%) test set forth in
         subparagraph E-2 above and the one hundred twenty-five percent (125%)
         test set forth in subparagraph G-1 of this Article III are not
         satisfied and one or more Highly Compensated Employees of the Employer
         are eligible to have Elective Deferrals and Matching Contributions made
         on their behalf under this Plan, the following shall apply. The sum of
         the Average Actual Deferral Percent age and the Average Contribution
         Percentage for Eligible Participants who are Highly Compensated
         Employees shall not exceed the greater of the sum of:

                           (a)      The sum of:

                                    (i)     1.25 multiplied by the greater of:

                                             (1) The Average Actual Deferral
                                    Percentage for Eligible Participants who
                                    were Non-Highly Compensated Employees in the
                                    prior year, or

                                             (2) The Average Contribution
                                    Percentage for Eligible Participants who
                                    were Non-Highly Compensated Employees in the
                                    prior year; and

                                    (ii)    Two (2) plus the lesser of:

                                                (1) Subparagraph E-4(a)(i)(1),
                                                    or


                                       38
<PAGE>   44
                                            (2) Subparagraph E-4(a)(i)(2), which
                                    shall in no event exceed twice the lesser of
                                    subparagraph E-4(a)(i)(1) or E-4(a)(i)(2);
                                    or

                           (b)      The sum of:

                                    (i)     1.25 multiplied by the lesser of:

                                             (1) Subparagraph E-4(a)(i)(1), or

                                             (2) Subparagraph E-4(a)(i)(2); and

                                    (ii)    Two (2) plus the greater of:

                                                (1) Subparagraph E-4(a)(i)(1),
                                    or

                                                (2) Subparagraph E-4(a)(i)(2),
                                    which shall in no event exceed twice the
                                    greater of subparagraph E-4(a)(i)(1) or
                                    E-4(a)(i)(2) above.


In the event that the limitation of this subparagraph E-4 is exceeded, the
Average Actual Deferral Percentage or the Average Contribution Percentage shall
be reduced in accordance with the manner described in subparagraph F-3(a) or
subparagraph H-2 of this Article III. For purposes of applying the limitations
of this subparagraph E-4, the Average Actual Deferral Percentage shall be
determined after adjustment under subparagraph F-2 of this Article III and the
Average Contribution Percentage shall be determined after adjustment under
subparagraph H-1 of this Article III.


                                       39
<PAGE>   45
         F.       Correcting Excess Deferrals and Excess Contributions


                  1.       Notwithstanding any other provision of the Plan:

                           (a) Excess Deferral Amounts shall be distributed to
                  Participants who claim such Excess Deferral Amounts for the
                  preceding calendar year no later than the April 15 following
                  the calendar year in which such Excess Deferral Amounts are
                  contributed to the Plan. A Participant's claim pursuant to
                  this subparagraph F-1(a) shall be in writing; shall be
                  submitted to the Administrator no later than March 1; shall
                  specify the Participant's Excess Deferral Amount from the
                  preceding calendar year; and shall be accompanied by the
                  Participant's written statement that if such amounts are not
                  distributed, such Excess Deferral Amount, when added to
                  amounts deferred under other plans or arrangements described
                  in Section 401(k), 408(k) or 403(b) of the Code, exceeds the
                  limit imposed on the Participant by Section 402(9) of the Code
                  for the year in which the deferral occurred.

                           (b) If the Participant's Excess Deferral Amounts to
                  this Plan and any other plan of the Employer or the calendar
                  year exceed the limits contained in subparagraph E-1 of this
                  Article III, the Participant shall be deemed to have notified
                  the Administrator of the Excess Deferral Amount and such
                  Excess Deferral Amount shall be distributed to the
                  Participant. If the Excess Deferral Amount is attributable to
                  Elective Deferrals made to more than one plan of the Employer,
                  the Excess Deferral Amount shall be distributed first from the
                  plan that received the greatest amount of Elective Deferrals
                  for the calendar year, and from


                                       40
<PAGE>   46
                  each other plan of the Employer in the same manner, until no
                  Excess Deferral Amount remains.

                           (c) The Excess Deferral Amount distributed to a
                  Participant with respect to a calendar year shall be adjusted
                  for income or loss. The income or loss attributable to the
                  Excess Deferral Amount shall include a pro rata share of
                  income or loss in the Plan Year in which the Excess Deferral
                  Amount was made, which shall be determined by multiplying the
                  income or loss for the Plan Year allocable to the
                  Participant's Elective Deferrals by a fraction the numerator
                  of which is the Excess Deferral Amount of the Participant for
                  the Plan Year and the denominator of which is the total
                  balance of the Participant's account attributable to Elective
                  Deferrals, without adjustment for gain or loss during the Plan
                  Year.

                  2. In the event that the limitations imposed by subparagraphs
         E-2, E-3 and E-4 of this Article III are not satisfied for any Plan
         Year, the Plan and any other qualified plans that are maintained by the
         Employer which are aggregated with this Plan shall take such remedial
         measures as are required under this subparagraph F-2 no later than the
         last day of each Plan Year for Eligible Participants whose accounts
         such Excess Contributions were allocated for the preceding Plan Year.

                           (a) In the event that the limitations imposed by
                  subparagraphs E-2, E-3 and E-4 of this Article III are not
                  satisfied for any Plan Year, the Employer may, in its sole
                  discretion, make a Qualified Nonelective Contribution on
                  behalf of each Eligible Participant who is a Non-Highly
                  Compensated Employee Participant in order that such limitation
                  be met. Such additional contribution shall


                                       41
<PAGE>   47
                  be allocated to the Elective Deferral account of such Eligible
                  Participants in the proportion that each Eligible
                  Participant's Compensation bears to the Compensation of all
                  such Non-Highly Compensated Employee Eligible Participants.

                           (b) In the event that the Employer does not elect to
                  make an additional contribution under subparagraph F-2(a)
                  above, the Employer shall determine the Excess Contributions
                  under subparagraph F-3 below and distribute such Excess
                  Contributions, with income or loss attributable thereto under
                  subparagraph F-4 below, no later than 2-1/2 months following
                  the last day of the Plan Year for which the Excess
                  Contributions were made to Eligible Participants to whose
                  accounts Excess Contributions were allocated for the preceding
                  Plan Year. But in any event, such distribution shall occur no
                  later than the last day of the Plan Year following the close
                  of the Plan Year in which the Excess Contributions were made.
                  If such excess amounts are distributed more than two and
                  one-half (2-1/2) months following the close of the Plan Year
                  in which such excess amounts arose, a ten percent (10%) excise
                  tax will be imposed on the Employer with respect to such
                  amounts. Amounts distributed shall first be distributed from
                  the Eligible Participant's Elective Deferral account and shall
                  be distributed from the Eligible Participant's Qualified
                  Nonelective Contribution and Qualified Matching Contribution
                  accounts, if applicable, only to the extent such Excess
                  Contributions exceed the balance in the Eligible Participant's
                  Elective Deferral account.


                                       42
<PAGE>   48
                           (c) The Employer, in its sole discretion, may satisfy
                  the limitations set forth in subparagraphs H of this Article
                  III through any combination of subparagraphs F-2(a) and F-2(b)
                  above.

         Any distribution under this subparagraph F-2 may be made without any
         notice or consent otherwise required under Article VI. In addition,
         such distribution shall not be considered a distribution for purposes
         of determining whether the Plan and any other qualified plans that are
         maintained by the Employer which are aggregated with this Plan satisfy
         the minimum distribution requirements of subparagraph B-6 of Article
         VI.

                  3. Effective January 1, 1997, Excess Contributions shall be
         determined as follows:

                           (a) The Employer shall rank its Eligible Participants
                  who are Highly Compensated Employees by amount of Total
                  Contributions in descending order. The Employer shall then
                  reduce the amount of Elective Deferrals and Qualified Employer
                  Deferral Contributions made on behalf of the Highly
                  Compensated Employee with the highest amount of Total
                  Contributions until the first of the following occurs:

                                    (i) The Plan and any other qualified plans
                           that are maintained by the Employer which are
                           aggregated with this Plan satisfy the limitations set
                           forth in subparagraphs E-2, E-3 and E-4 of this
                           Article III; or


                                       43
<PAGE>   49
                                    (ii) The amount of Total Contributions for
                           such Highly Compensated Employee is reduced to a
                           percentage which equals the amount of Total
                           Contributions of the Highly Compensated Employee with
                           the next highest amount of Total Contributions. The
                           Employer shall then repeat the application of this
                           subparagraph F-3(a) until the Plan and any other
                           qualified plans that are maintained by the Employer
                           which are aggregated with this Plan satisfy the
                           limitation set forth in subparagraphs E-2, E-3 and
                           E-4 of this Article III.

                  (b) For each Eligible Participant who is a Highly Compensated
                  Employee, "Excess Contributions" shall mean the difference
                  between:

                           (i) The sum of the Elective Deferrals and Qualified
                  Employer Deferral Contributions allocated to the Highly
                  Compensated Employee for such Plan Year (determined prior to
                  the application of this subparagraph F-3); and

                           (ii) The amount determined by multiplying the Highly
                  Compensated Employees Actual Deferral Percentage (determined
                  after application of this subparagraph F-3) by his
                  Compensation.

         Notwithstanding the foregoing, in no event shall Excess Contributions
         exceed the amount of Elective Deferrals and Qualified Employer Deferral
         Contributions made on behalf of such Highly Compensated Employee for
         such Plan Year.

                  4. The income or loss attributable to Excess Contributions
         include a pro rata share of income or loss in the Plan Year in which
         the Excess Contributions were made,


                                       44
<PAGE>   50
         which shall be determined by multiplying the income or loss for the
         Plan Year allocable to Elective Deferrals and Qualified Employer
         Deferral Contributions by a fraction the numerator of which is the
         Excess Contributions of the Eligible Participant for the Plan Year and
         the denominator of which is the total balance of the Eligible
         Participant's account attributable to Elective Deferrals and Qualified
         Employer Deferral Contributions, without adjustment for gain or loss
         during the Plan Year.

                  5. The Excess Contributions shall be reduced, in accordance
         with regulations prescribed by the Secretary of the Treasury, by the
         amount of Excess Deferrals previously distributed to the Eligible
         Participant under subparagraph F-1 of this Article III for his taxable
         year ending with or within such Plan Year.

                  6. For purposes of this Paragraph F:

                           (a) The Actual Deferral Percentage for any Eligible
                  Participant who is a Highly Compensated Employee for the Plan
                  Year and who is eligible to have Elective Deferrals or
                  Qualified Employer Deferral Contributions allocated to his
                  account under two or more arrangements described in Section
                  401(k) of the Code that are maintained by the Employer shall
                  be determined as if all such Elective Referrals and Qualified
                  Employer Deferral Contributions were made under a single
                  arrangement, provided that no such arrangement is part of a
                  plan that is an employee stock ownership plan of the Employer
                  as defined in Section 4975(e) of the Code. If any such plan is
                  an employee stock ownership plan, the Actual Deferral
                  Percentage shall be determined separately for all employee
                  stock ownership plans and all non-employee stock ownership
                  plans. If such an Eligible


                                       45
<PAGE>   51
                  Participant participates in two or more plans or arrangements
                  that have different plan years, all such plans or arrangements
                  ending with or within the same calendar year shall be treated
                  as a single plan or arrangement.

                           (b) If the Employer maintains this Plan in addition
                  to one or more qualified plans which contain a cash or
                  deferred arrangement, such plans shall be treated as follows.
                  In the event that this Plan satisfies the requirements of
                  Section 401(a)(4) or 410(b) of the Code only if aggregated
                  with one or more other plans, or if one or more other plans
                  satisfy the requirements of Section 401(a)(4) or 410(b) of the
                  Code only if aggregated with this Plan, then subparagraphs
                  E-2, E-3 and E-4 of this Article III shall be applied by
                  determining the Actual Deferral Percentage of Eligible
                  Participants as if all such plans were a single plan. This
                  Plan may be aggregated with any other qualified plan
                  maintained by the Employer to determine whether the Actual
                  Deferral Percentage of Eligible Participants satisfies the
                  requirements of subparagraphs E-2, E-3 and E-4 of this Article
                  III, provided that the aggregated plans are treated as one
                  plan for purposes of Sections 401(a)(4), 401(k), and 410(b) of
                  the Code. The plans so aggregated must have a plan year that
                  is the same as the Plan Year and no plan so aggregated is an
                  employee stock ownership plan (as defined in Section 4975(e)
                  of the Code).

                           (c) The determination and treatment of the Actual
                  Deferral Percentage of any Eligible Participant shall satisfy
                  such other requirements as may be prescribed by the Secretary
                  of the Treasury.


                                       46
<PAGE>   52
         G.       Limitations on Matching Contributions

         Effective January 1, 1997, the following limitations shall apply to
Matching Contributions:

                  1. The Average Contribution Percentage for Eligible
         Participants who are Highly Compensated Employees for the Plan Year
         shall not exceed the Average Contribution Percentage for Eligible
         Participants who were considered Non-Highly Compensated Employees
         (whether or not currently Non-Highly Compensated or currently an
         Employee) for the prior Plan Year multiplied by 1.25; or

                  2. The Average Contribution Percentage for Eligible
         Participants who are Highly Compensated Employees for the Plan Year
         shall not exceed the Average Contribution Percentage for Eligible
         Participants who were considered Non-Highly Compensated Employees
         (whether or not currently Non-Highly Compensated or currently an
         Employee) for the prior Plan Year multiplied by two (2), provided that
         the Average Contribution Percentage for Eligible Participants who are
         Highly Compensated Employees does not exceed the Average Contribution
         Percentage for Eligible Participants who were considered Non-Highly
         Compensated Employees by more than two (2) percentage points.

                  3. Notwithstanding the above, if both the one hundred
         twenty-five percent (125%) test set forth in subparagraph G-1 above and
         the one hundred twenty-five percent (125%) test set forth in
         subparagraph E-2 of this Article III are not satisfied and one or more
         Highly Compensated Employees of the Employer are eligible to have
         Elective Deferrals and Matching Contributions made on their behalf
         under this Plan, the following


                                       47
<PAGE>   53
         shall apply. The sum of the Average Actual Deferral Percentage and the
         Average Contribution Percentage for Eligible Participants who are
         Highly Compensated Employees shall not exceed the greater of:

                           (a)      The sum of:

                                    (i)     1.25 multiplied by the greater of:

                                             (1) The Average Actual Deferral
                                    Percentage for Eligible Participants who are
                                    Non-Highly Compensated Employees, or

                                             (2) The Average Contribution
                                    Percentage for Eligible Participants who
                                    were Non-Highly Compensated Employee in the
                                    prior year; and

                                    (ii)    Two (2) plus the lesser of:

                                                (1) Subparagraph G-3(a)(i)(1),
                                    or

                                                (2) Subparagraph G-3(a)(i)(2),
                                    which shall in no event exceed twice the
                                    lesser of subparagraph G-3(a)(i)(1) or
                                    G-3(a)(i)(2); or

                           (b)      The sum of:

                                    (i)     1.25 multiplied by the lesser of:

                                             (1) Subparagraph G-3(a)(i)(1), or


                                       48
<PAGE>   54
                                             (2) Subparagraph G-3(a)(i)(2); and

                                    (ii)     Two (2) plus the greater of:

                                             (1) Subparagraph G-3(a)(i)(1), or

                                             (2) Subparagraph G-3(a)(i)(2),
                                    which shall in no event exceed twice the
                                    greater of subparagraph G-3(a)(i)(1) or
                                    G-3(a)(i)(2) above.

         In the event that the limitation of this subparagraph G-3 is exceeded,
         the Average Actual Deferral Percentage or the Average Contribution
         Percentage shall be reduced in accordance with the manner described in
         subparagraph F-3(a) or subparagraph H-2 of this Article III.

         H.       Correcting Excess Aggregate Contributions

                  1. In the event that the limitation imposed by Paragraph G of
         this Article III is not satisfied for any Plan Year, the Plan shall
         take such remedial measures as are required under this Paragraph H no
         later than the last day of each Plan Year for Eligible Participants
         whose Accounts such Excess Aggregate Contributions were allocated for
         the preceding Plan Year.

                           (a) In the event that the limitation imposed by
                  Paragraph G of this Article III is not satisfied for any Plan
                  Year, the Employer may, in its sole discretion, make a
                  Qualified Nonelective Contribution on behalf of each Eligible
                  Participant who is a Non-Highly Compensated Employee
                  Participant in order that

                                       49
<PAGE>   55
                  such limitation be met. Such additional contribution shall be
                  allocated among the Account for such Eligible Participant in
                  the proportion that each Eligible Participant's Compensation
                  bears to the Compensation of all such Non-Highly Compensated
                  Employee Participants.

                           (b) In the event that the Employer does not elect to
                  make an additional contribution under subparagraph H-1(a)
                  above, the Employer shall determine the Excess Aggregate
                  Contributions under subparagraph H-2 below and forfeit
                  Matching Contributions, with income or loss attributable
                  thereto, if forfeitable under the terms of the Plan no later
                  than the last day of each Plan Year to Eligible Participants
                  whose Accounts Matching Contributions were allocated for the
                  preceding Plan Year. Such forfeitures shall be allocated to
                  the Employer Matching Contribution Accounts of Non-Highly
                  Compensated Employee Participants in the proportion that each
                  such Eligible Participant's Compensation bears to the
                  Compensation of all such Eligible Participants.

                           (c) In the event that the Employer does not elect to
                  make an additional contribution under subparagraph H-1(a)
                  above or to forfeit Matching Contributions under subparagraph
                  H-1(b) above, the Employer shall determine the Excess
                  Aggregate Contributions under subparagraph H-2 below and
                  distribute such Excess Aggregate Contributions with income or
                  loss attributable thereto under subparagraph H-3 below no
                  later than 2-1/2 months following the last day of the Plan
                  Year for which the Excess Aggregate Contributions were made to
                  Eligible Participant to whose Accounts Excess Aggregate
                  Contributions were allocated for the preceding Plan Year. But
                  in any event, such distribution shall

                                       50
<PAGE>   56
                  occur no later than the last day of the Plan Year following
                  the close of the Plan Year in which the Excess Aggregate
                  Contributions were made. If such excess amounts are
                  distributed more than two and one-half (2-1/2) months
                  following the close of the Plan Year in which such excess
                  amounts arose, a ten percent (10%) excise tax will be imposed
                  on the Employer with respect to such amounts.

                           (d) The Employer, in its sole discretion, may satisfy
                  the limitations set forth in Paragraph G of this Article III
                  through any combination of subparagraphs H-1(a), H-1(b), and
                  H-1(c) above.


Any distribution under this subparagraph H-1 may be made without any notice or
consent otherwise required under Article VI. In addition, any such distribution
will not be considered a distribution for purposes of determining whether the
Plan satisfies the minimum distribution requirements of subparagraph B-6 of
Article VI.

         2.       Excess Aggregate Contributions shall be determined as follows:

                           (a) The Employer shall rank its Eligible Participants
                  who are Highly Compensated Employees by Contribution
                  Percentage in descending order. The Employer shall then reduce
                  the amount of Matching Contributions and Qualified Employer
                  Contributions made on behalf of the Highly Compensated
                  Employees with the highest Contribution Percentage until the
                  first of the following occurs:

                               (i) The Plan satisfies the limitations set forth
                  in Paragraph G of this Article III; or


                                       51
<PAGE>   57
                               (ii) The Contribution Percentage for such Highly
                  Compensated Employee is reduced to a percentage which equals
                  the Contribution Percentage of the Highly Compensated Employee
                  with the next highest Contribution Percentage. The Employer
                  shall then repeat the application of this subparagraph H-2(a)
                  until the Plan satisfies the limitation set forth in Paragraph
                  G of this Article III.

                           (b) For each Eligible Participant who is a Highly
                  Compensated Employee, "Excess Aggregate Contributions" shall
                  mean the difference between:

                               (i) The sum of the Matching Contributions and
                  Qualified Employer Contributions allocated to the Highly
                  Compensated Employee for such Plan Year (determined prior to
                  the application of this subparagraph H-2); and

                               (ii) The amount determined by multiplying the
                  Highly Compensated Employee's Contribution Percentage
                  (determined after application of this subparagraph H-2) by his
                  Compensation.


Notwithstanding the foregoing, in no event shall Excess Aggregate Contributions
exceed the amount of Matching Contributions and Qualified Employer Contributions
made on behalf of such Highly Compensated Employee for such Plan Year.

                  3. The income or loss attributable to Excess Aggregate
         Contributions shall include a pro rata share of income or loss in the
         Plan Year in which the Excess Aggregate Contributions were made, which
         shall be determined by multiplying the income or loss for the Plan Year
         allocable to Matching Contributions and Qualified Employer


                                       52
<PAGE>   58
         Contributions by a fraction the numerator of which is the Excess
         Aggregate Contributions of the Eligible Participant for the Plan Year
         and the denominator of which is the total balance of the Eligible
         Participant's Account attributable to Matching Contributions and
         Qualified Employer Contributions, without adjustment for gain or loss
         during the Plan Year.

                  4. For Plan Years beginning before January 1, 1997, for
         purposes of determining the Contribution Percentage of an Eligible
         Participant who is a Highly Compensated Employee, the Matching
         Contributions, Qualified Employer Contributions, and Compensation of
         such Eligible Participant shall include the Matching Contributions,
         Qualified Employer Contributions, and Compensation of all eligible
         Family Members and such Family Members shall be disregarded in
         determining the Contribution Percentage for Eligible Participants who
         are Non-Highly Compensated Employees. If an Employee is required to be
         treated as a Family Member of more than one family group, all eligible
         Employees who are members of those family groups that include that
         Employee must be aggregated as one family group.

                  5. For purposes of determining and correcting Excess Aggregate
         Contributions of a Highly Compensated Employee whose Contribution
         Percentage is determined under subparagraph H-4 above, the Eligible
         Participant's Contribution Percentage is to be reduced as specified in
         subparagraph H-2 of this Article III and the Excess Aggregate
         Contributions for the family group shall be allocated among the Family
         Members in proportion to the Matching Contributions and Qualified
         Employer Contributions of each Family Member that are combined to
         determine the Contribution Percentage.


                                       53
<PAGE>   59
                  6. The determination and treatment of the Contribution
         Percentage of any Eligible Participant shall satisfy such other
         requirements as may be prescribed by the Secretary of the Treasury.

                  7. Amounts forfeited by Highly Compensated Employees under
         subparagraph H-1(b) of this Article III shall be treated as Annual
         Additions under Paragraph H of Article IV.

         I.       Employer Minimum Contribution

                  1. Notwithstanding anything in this Plan to the contrary, and
         subject to the limitations set forth in subparagraphs 2 and 3 below, in
         any Plan Year in which the Plan is a Top-Heavy Plan, the Employer shall
         contribute an amount so as to provide allocations for each Non-Key
         Employee Participant who is employed on the last day of the Plan Year
         (including such Non-Key Employee Participant who has not accrued a Year
         of Service for the Plan Year) of Employer contributions (excluding
         Elective Deferrals and Matching Contributions which are used to satisfy
         the nondiscrimination requirements under Paragraph G of this Article
         III) under this Plan which, together with any other contributions
         allocated to the Non-Key Employee Participant under any other defined
         contribution plans maintained by the Employer, equals three percent
         (3%) of the Participant's Total Compensation, (excluding, effective
         January 1, 1997, Total Compensation in excess of $150,000, adjusted
         annually by such amount established by the Secretary of the Treasury in
         accordance with Section 401(a)(17) of the Code.

                  2. The percentage minimum contribution required under
         subparagraph I-1 above shall in no event exceed the percentage at which
         contributions are made (or


                                       54
<PAGE>   60
         required to be made) under the Plan for the Plan Year for the Key
         Employee for whom such percentage is the highest for the Plan Year. In
         determining the highest rate of contribution applicable to a Key
         Employee, amounts elected to be deferred under a qualified Section
         401(k) arrangement shall be counted for purposes of Section 416 of the
         Code.

                  3. No minimum contribution will be required for a Participant
         under this Plan for any Plan Year if the Company maintains another
         qualified plan under which a minimum benefit or contribution is being
         accrued or made for such Participant in accordance with Section 416(c)
         of the Code.

         J.       Maximum Contribution

         Employer contributions to the Plan shall not exceed the amount which
the Employer estimates will be deductible under Section 404(a)(3), or, if
applicable, Section 404(a)(7) of the Code, or any successor or similar statutory
provisions hereafter enacted.



                                       55
<PAGE>   61
                                   ARTICLE IV
                      ALLOCATIONS TO PARTICIPANTS' ACCOUNTS

         A.       Accounts

         For purposes of allocating Employer contributions made pursuant to
Article III and forfeitures, the Committee shall establish and maintain, where
appropriate, separate accounts for each Participant, including a Salary Deferral
Account, an Employer Matching Contribution Account, and an Employer Supplemental
Contribution Account. Since these individual accounts are maintained only for
accounting purposes, a segregation of the Trust assets within each account is
not required. Also, in the case of a Participant who becomes subject to the
provisions of Paragraph B of Article V, the Committee shall establish and
maintain the separate account referred to therein.

         B.       Valuation of Accounts

                  1. The Trustee shall determine the fair market value of the
         assets of the Trust on a daily basis in accordance with rules
         established by the Committee. Each day shall be deemed a valuation
         date. As of any valuation date, and before allocating Employer
         contributions for the Plan Year, the Committee shall allocate the
         increment of Trust earnings to (or, as the case may be, charge the
         losses against) the respective accounts of the Participants in
         proportion to the balances of such accounts as of the most recent
         valuation date.

                  2. Notwithstanding the foregoing, segregated accounts held in
         accordance with Paragraph I of this Article IV or Paragraph E of
         Article VI shall be valued separately


                                       56
<PAGE>   62
         on each valuation date, and the increment of Trust earnings shall be
         allocated to (or, as the case may be, charge the losses against) each
         such account on a segregated basis.

         C.       Allocation of Employer Minimum Contributions

         In any Plan Year in which the Plan is a Top-Heavy Plan, Employer
Minimum Contributions, if any, shall be allocated to the Employer Supplemental
Contribution Accounts of Participants in amounts specified in Paragraph I of
Article III.

         D.       Allocation of Salary Deferral Contributions

         Salary Deferral Contributions shall be allocated to the Salary Deferral
Accounts of Participants in amounts equal to the Salary Deferral Contribution
contributed on their behalf pursuant to Paragraph B of Article III.

         E.       Allocation of Employer Matching Contributions

         In the event the Plan is a Top-Heavy Plan, the following provisions of
this Paragraph E shall apply only to allocations in excess of those made
pursuant to Paragraph C of this Article IV.

                  1. The Employer Matching Contribution, reduced by any
         previously outstanding forfeitures, for any Plan Year shall be
         allocated among the Employer Matching Contribution Accounts of
         Participants in amounts equal to the Employer Matching Contribution
         contributed on their behalf pursuant to Paragraph C of Article III. No
         Employer Matching Contribution shall be allocated to a Participant's
         Account which relates to a Salary Deferral Contribution that exceeds
         the maximum amount set forth in


                                       57
<PAGE>   63
         subparagraph E-1 of Article III or that is an Excess Contribution
         distributed to a Highly Compensated Employee under subparagraph F-2 of
         Article III.

                  2. A Participant for purposes of this Paragraph E shall
         include all individuals on whose behalf the Employer has made a Salary
         Deferral Contribution for the Plan Year pursuant to Paragraph B of
         Article III.

         F.       Allocation of Employer Supplemental Contributions and
                  Forfeitures


         In the event the Plan is a Top-Heavy Plan, the following provisions of
this Paragraph F shall apply only to allocations in excess of those made
pursuant to Paragraph C of this Article IV.

                  1. The Employer Supplemental Contributions for any Plan Year
         shall be allocated among the accounts of Participants in the proportion
         that each Participant's Compensation bears to the Compensation of all
         Participants.

                  2. Subject to subparagraph F-3 below, a Participant for
         purposes of this Paragraph F shall include all individuals:

                           (a) Who are Participants of the Plan on the last day
                  of the Plan Year and who have completed at least 1,000 Hours
                  of Service during the Plan Year; and

                           (b) Whose participation terminated during the Plan
                  Year by death, by reason of Total Disability, or by Normal
                  Retirement.


                                       58
<PAGE>   64
                  3. Effective January 1, 1997, subject to the rules set forth
         in subparagraph F-4 below, if the number of Participants receiving an
         allocation of Employer Supplemental Contributions under this Paragraph
         F is less than the number of Participants required to receive a benefit
         for the purpose of satisfying the minimum coverage requirements using
         the ratio percentage tests set forth in Section 410(b)(1)(A) or
         410(b)(1)(B) of the Code, a Participant for purposes of this Paragraph
         F shall include the minimum number of individuals, selected one at a
         time after having ranked such individuals in descending order of Hours
         of Service during the Plan Year, taken from all other individuals:

                           (a) Who are Participants of the Plan on the last day
                  of the Plan Year and who have completed fewer than 1,000 Hours
                  of Service during the Plan Year; and

                           (b) Who were Participants whose employment ceased
                  after they completed more than 500 Hours of Service during the
                  Plan Year, provided, however, that the Plan fails to satisfy
                  the minimum coverage requirements using the ratio percentage
                  tests set forth in Section 410(b)(1)(A) or 410(b)(1)(B) of the
                  Code after the inclusion of those Participants described in
                  subparagraph F-3(a) above.


In any Plan Year in which the Plan is a Top-Heavy Plan, if a Participant
receives an allocation to his Employer Supplemental Contribution Account for the
Plan Year in an amount greater than the minimum allocation requirement set forth
in Paragraph C of this Article IV, then each Non-Key Employee Participant
receiving an allocation to his Employer Supplemental


                                       59
<PAGE>   65
Contribution Account for the Plan Year in an amount not greater than the minimum
allocation requirement of said Paragraph C shall be treated as not benefiting
under the Plan for purposes of determining whether the minimum coverage
requirements using the ratio percentage tests set forth in Section 410(b)(1)(A)
or 410(b)(1)(B) of the Code have been satisfied.

                  4. For purposes of subparagraph F-3 above, the following rules
shall apply:

                           (a) In the event that two or more individuals have
                  completed the same number of Hours of Service during the Plan
                  Year and such individuals are eligible to be included under
                  subparagraph F-3(a) or F-3(b) above, then such individuals are
                  to be ranked in order of ascending Compensation, and the
                  individual having the least Compensation shall be included as
                  a Participant for purposes of this Paragraph F. Should the
                  Plan fail to satisfy the minimum coverage requirements using
                  the ratio percentage tests set forth in Section 410(b)(1)(A)
                  or 410(b)(1)(B) of the Code after the inclusion of such
                  Participant as described in the sentence above, the individual
                  having the next higher Compensation shall be included as a
                  Participant.

                           (b) If two or more individuals have completed the
                  same number of Hours of Service and have received the same
                  Compensation during the Plan Year, then all such individuals
                  shall be included as Participants for purposes of this
                  Paragraph F.


                                       60
<PAGE>   66
         G.       Special Provision for Forfeitures of Subchapter S
                  Corporation's Contributions


         In allocating forfeitures under this Article IV, any forfeitures which
are attributable to Employer contributions for a Plan Year in which a Fiscal
Year of the Employer began before January 1, 1984, and during which Plan Year
the Employer is or was an electing small business corporation (as that term is
defined in Section 1371(b) of the Code), shall not be allocated to or directly
or indirectly inure to the benefit of any Participant who is or was a
shareholder-employee (as defined in Section 1379(d) of the Code as in effect the
day before the date of enactment of the Subchapter S Revision Act of 1982) for
such Plan Year. Any amount forfeited by a Participant in a Plan Year that cannot
be allocated in such year to a shareholder-employee by reason of this limitation
shall be allocated as a forfeiture in such year to Participants to whom the
limitation does not apply.

         H.       Allocation Limitations

                  1. Notwithstanding anything to the contrary contained in this
         Plan, the Annual Additions to a Participant's Account for any Plan Year
         shall not exceed the lesser of the Defined Contribution Dollar
         Limitation (currently 630,000) for the Plan Year or twenty-five percent
         (25%) of the Participant's Total Compensation for the Plan Year. The
         percentage limitation of the preceding sentence shall not apply to any
         contribution for medical benefits (within the meaning of Section
         419A(f)(2) of the Code) after separation from service which is
         otherwise treated as an Annual Addition, or to any amount otherwise
         treated as an Annual Addition under Section 415(l)(2) of the Code. For
         purposes of this Paragraph H, the term:


                                       61
<PAGE>   67
                           (a) "Annual Additions" means for any Plan Year the
                  sum of the following amounts credited to a Participant's
                  accounts in all qualified defined contribution plans
                  maintained by an Employer: (i) Employer contributions, (ii)
                  Employee Contributions, and (iii) forfeitures. Solely for
                  purposes of this subparagraph 1(a), the Total Compensation for
                  a totally disabled (within the meaning of Section 22(e) of the
                  Code) member of a profit sharing plan maintained by an
                  Employer is the compensation which the member would have
                  received for the year if the member had been paid at the rate
                  of compensation paid immediately before becoming permanently
                  and totally disabled; provided such imputed compensation may
                  be taken into account only if the member is not a Highly
                  Compensated Employee and only if contributions to the profit
                  sharing plan are nonforfeitable when made. In addition amounts
                  allocated, after March 31, 1984, to an individual medical
                  account, as defined in Section 415(1)(2) of the Code, which
                  are part of a pension or annuity plan maintained by an
                  Employer, and amounts derived from contributions paid or
                  accrued after December 31, 1985, in taxable years ending after
                  such date, which are attributable to post-retirement medical
                  benefits allocated to the separate account of a key employee,
                  as defined in Section 419A(d)(3) of the Code, under a welfare
                  benefit fund, as defined in Section 419(e) of the Code,
                  maintained by an Employer, shall also be treated as Annual
                  Additions;

                           (b) "Annual Benefit" means the Participant's annual
                  benefit payable in the form of a straight life annuity under
                  all qualified defined benefit plans maintained by an Employer,
                  excluding any benefits attributable to the


                                       62
<PAGE>   68
                  Participant's contributions or rollover contributions, if any,
                  to the plans or to any assets transferred from a qualified
                  plan that was not maintained by an Employer. No actuarial
                  adjustment to the benefit is required for (i) the value of a
                  qualified joint and survivor annuity, (ii) the value of
                  benefits which are not directly related to retirement benefits
                  (such as a qualified disability benefit, pre-retirement death
                  benefit, or post-retirement medical benefit), and (iii) the
                  value of post-retirement cost-of-living increases made in
                  accordance with regulations;

                           (c) "Defined Benefit Dollar Limitation" means the
                  dollar limitation set forth in Section 415(b)(1) of the Code
                  ($98,064 for the Plan Year that ends in 1989), as adjusted by
                  the Secretary of the Treasury under Section 415(d) of the Code
                  to reflect increases in the cost-of-living, in such manner as
                  the Secretary shall prescribe;

                           (d) "Defined Contribution Dollar Limitation" means
                  $30,000 or, if greater, twenty-five percent (25%) of the
                  Defined Benefit Dollar Limitation in effect for the Plan Year;

                           (e) "Employee Contributions" means contributions to
                  the Plan by a Participant during the Plan Year, without regard
                  to any rollover contributions (as defined in Sections
                  402(a)(5), 403(a)(4), 403(b)(8), and 408(d)(3) of the Code),
                  and without regard to any employee contributions to a
                  simplified employee pension which are excludable from gross
                  income under Section 408(k)(6) of the Code;


                                       63
<PAGE>   69
                           (f) "Employer" includes a corporation which is a
                  member of a controlled group of corporations or a trade or
                  business which is under common control as defined in Section
                  414(b) or (c) of the Code (as modified by Section 415(h)); a
                  service organization which is a member of an affiliated
                  service group which includes an Employer adopting this Plan,
                  as defined in Section 414(m) of the Code; a leasing
                  organization with respect to which an Employer adopting this
                  Plan is a "recipient" within the meaning of Section 414(n) of
                  the Code; and any other entity required to be aggregated with
                  the Employer pursuant to regulations under Section 414(o) of
                  the Code; and

                           (g) "Projected Annual Benefit" means the Annual
                  Benefit a Participant would receive, assuming the Participant
                  continued his employment and continued receiving his current
                  Total Compensation in each subsequent Plan Year until the
                  later of: (i) the Participant's Normal Retirement Age or (ii)
                  the Participant's current age, and further assuming that all
                  relevant factors used to determine benefits under the plan for
                  the current Plan Year remained constant for all future years.

                  2. If a Participant of this Plan also is or has been a
         participant in a defined benefit plan, as defined in Section 414(j) of
         the Code, or a welfare benefit fund, as defined in Section 419(e) of
         the Code, to which contributions have been made by the Employer, then
         in addition to the limitation contained in subparagraph 1, the sum of
         the defined benefit plan fraction and the defined contribution plan
         fraction for any Plan Year shall not exceed 1.0. For purposes of this
         subparagraph 2:


                                       64
<PAGE>   70
                           (a) The defined benefit plan fraction for any Plan
                  Year is a fraction, the numerator being the Projected Annual
                  Benefit of the Participant under all defined benefit plans
                  maintained by the Employer (determined as of the close of the
                  Plan Year) and the denominator being the lesser of:

                                    (i) The product of 1.25 (1.0 in the event
                  this Plan is a Top-Heavy Plan) multiplied by the Defined
                  Benefit Dollar Limitation, or

                                    (ii) The product of 1.4 multiplied by an
                  amount which is 100% of the Participant's average Total
                  Compensation for the three (3) consecutive Plan Years in which
                  his Total Compensation was the highest.

         Notwithstanding the above, the transition rules under Section 415(e) of
         the Code are hereby incorporated by reference for Participants who were
         members as of the first day of the first Plan Year beginning after
         December 31, 1986, in one or more defined benefit plans maintained by
         the Employer which were in existence on May 6, 1986.

                           (b) The defined contribution plan fraction for any
                  Plan Year is a fraction, the numerator being the sum of the
                  Annual Additions to the accounts of the Participant in all
                  defined contribution plans, attributable to the Participant's
                  nondeductible employee contributions to all defined benefit
                  plans (whether or not terminated), individual medical accounts
                  as defined in Section 415(l)(2) of the Code, and welfare
                  benefit funds maintained by the Employer as of the end of the
                  Plan Year under consideration, and the denominator being the
                  sum of the lesser of the following amounts determined for such
                  Plan Year and for each prior year of service with the
                  Employer:


                                       65
<PAGE>   71
                                    (i) The product of 1.25 (1.0 in the event
                  this Plan is a Top-Heavy Plan) multiplied by the Defined
                  Contribution Dollar Limitation, or

                                    (ii) The product of 1.4 multiplied by an
                  amount equal to 25% of the Participant's Total Compensation.

         Notwithstanding the above, the transition rules under Section 415(e) of
         the Code are hereby incorporated by reference for Participants who were
         members as of the first day of the first Plan Year beginning after
         December 31, 1986, in one or more defined contribution plans maintained
         by the Employer which were in existence on May 6, 1986.

                  3. For purposes of the limitations contained in subparagraphs
         1 and 2 of this Paragraph H, all defined contribution plans of the
         Employer (whether or not terminated) shall be treated as one defined
         contribution plan. Similarly, all defined benefit plans of the Employer
         (whether or not terminated) shall be treated as one defined benefit
         plan for these purposes.

                  4. Notwithstanding anything to the contrary contained in this
         Paragraph H, in the event this Plan is a Top-Heavy Plan but would not
         be a Top-Heavy Plan if "90 percent" were substituted for "60 percent"
         each place it appears in Paragraph AR of Article I, and, further, if
         the minimum contribution percentage in Paragraph C of this Article IV
         is at least four percent (4%) (or seven and one-half percent (7-1/2%)
         if the Non-Key Employee is covered under this Plan and a top-heavy
         defined benefit plan of the Employer), then the special provisions for
         Top-Heavy Plans contained in subparagraphs H-2(a)(i) and (b)(i) shall
         not apply.


                                       66
<PAGE>   72
                  5. If the Annual Additions to a Participant's Account would
         exceed the limitations described in subparagraphs 1 and 2 of this
         Paragraph H, the following rules shall apply:

                           (a) If the Employer maintains both defined benefit
                  and defined contribution plans, any adjustment necessary to
                  meet the limitations of this Paragraph H shall be made by
                  first reducing the Annual Additions under the defined
                  contribution plan(s);

                           (b) No Participant may make a contribution to this
                  Plan with respect to a Plan Year if the contribution would
                  cause the Annual Additions to the Participant's Account with
                  respect to such Plan Year to exceed the limitations set forth
                  in subparagraphs 1 and 2 of this Paragraph H. To determine
                  whether a contribution to this Plan is permitted, the
                  Participant's provisional Employee contributions to this Plan
                  with respect to a Plan Year shall be aggregated with: (i) his
                  prior contributions to this Plan with respect to such Plan
                  Year, and his prior contributions to any other defined
                  contribution plans maintained by an Employer to the extent
                  such contributions are included in the Annual Additions to
                  such plans for such Plan Year; (ii) Employer contributions and
                  forfeitures already allocated to the Participant's Account in
                  this Plan and in any other defined contribution plan
                  maintained by an Employer with respect to such Plan Year; and
                  (iii) amounts treated as Annual Additions for the Plan Year by
                  reason of Section 415(l)(1) or Section 419A(d)(2) of the Code;


                                       67
<PAGE>   73
                           (c) Except as provided in subparagraph 6 of this
                  Paragraph H, and after taking into account the reductions
                  required in subparagraph 5(a), the Employer contributions to
                  this Plan on behalf of a Participant shall be reduced to the
                  extent necessary to prevent the Annual Additions to any
                  Participant's Account from exceeding the limitations set forth
                  in subparagraphs 1 and 2 of this Paragraph H. To determine
                  whether Employer contributions to this Plan shall be reduced,
                  Employer contributions shall be aggregated with all items
                  referred to in subparagraph 5(b). Reduction of Employer
                  contributions under this subparagraph 5(c) shall not affect
                  the amount allocated to the Account of any Participant, except
                  for a Participant on whose behalf the Employer contribution
                  was reduced.

                  6. If, due to a reasonable error in calculating a
         Participant's Total Compensation for a Plan Year, or due to the
         allocation of forfeitures, or due to such other facts and circumstances
         as may justify the availability of this special rule, as determined by
         the Internal Revenue Service, the Annual Additions to the Participant's
         Account under this Plan and under any other defined contribution plan
         maintained by an Employer exceed the limitations set forth in
         subparagraphs 1 and 2 of this Paragraph H, then the aggregate of the
         Annual Additions to this Plan and the Annual Additions to any other
         defined contribution plan referred to in subparagraph 3 of this
         Paragraph H shall be reduced, until the applicable limitation is
         satisfied, by reducing the aggregate amount in the following order of
         priority:

                           (a) Refund of any Employee contributions to this
                  Plan, which would be included in the Annual Additions,
                  together with earnings thereon;


                                       68
<PAGE>   74
                           (b)      Refund of any Employee contributions to any
                  other defined contribution plan, which Employee contributions
                  would be aggregated with the Annual Additions to this Plan,
                  together with earnings thereon, pursuant to subparagraph 3 of
                  this Paragraph H;

                           (c)      Refund of any Salary Deferral Contributions
                  to this Plan, which Salary Deferral Contributions would be
                  included in the Annual Additions, together with earnings
                  thereon;

                           (d)      Refund of any Salary Deferral Contributions
                  to any other defined contribution plan, which Salary Deferral
                  Contributions would be aggregated with the Annual Additions to
                  this Plan, together with earnings thereon, pursuant to
                  subparagraph 3 of this Paragraph H.


Amounts refunded pursuant to subparagraphs H-6(c) and H-6(d) above shall be
disregarded for purposes of the dollar limit contained in subparagraph B-1 of
Article III; the limitations contained in Paragraph E of Article III; or the
limitations contained in Paragraph G of Article III.

                  7.       If, after the reductions provided in subparagraph 6,
         there remains an excess amount which cannot be allocated to the
         Participant, it shall be held in a suspense account. The amounts in the
         suspense account (except any portion attributable to Salary Deferral
         Contributions) shall be allocated and reallocated to the accounts of
         Participants in the next Plan Year (and in each succeeding year, as
         necessary) in accordance with Paragraph F of this Article IV and in
         accordance with the limitations described in subparagraphs 1 and 2 of
         this Paragraph H, but only after allocation of the amounts from

                                       69
<PAGE>   75
         the portion attributable to Salary Deferral Contributions. The portion
         attributable to Salary Deferral Contributions shall be credited to a
         separate suspense account for each Participant and shall serve to
         reduce Employer contributions to the Plan on behalf of the Participant
         in the next Plan Year and in succeeding Plan Years, as necessary. The
         amounts in the separate suspense account shall be allocated to the
         Participant's Account in the next Plan Year and in succeeding Plan
         Years in accordance with the limitations of subparagraphs 1 and 2 of
         this Paragraph H. However, if at the end of any succeeding Plan Year
         the Participant is not covered by the Plan, the excess shall reduce the
         Employer's contribution for the next Plan Year and shall be allocated
         and reallocated to the accounts of Participants in the next Plan Year
         (and each succeeding year as necessary) in accordance with Paragraph F
         of this Article IV and in accordance with the limitations described in
         subparagraphs 1 and 2 of this Paragraph H.

                           (a)      Excess amounts, while retained in a suspense
                  account, shall not participate in the allocation of investment
                  gains and losses under Paragraph B of Article IV until
                  reapplied to the Participants' accounts and shall not be
                  distributed to Participants. In the event of termination of
                  the Plan, the suspense account shall revert to the Employer to
                  the extent that it may not then be allocated to any
                  Participant's Account;

                           (b)      Notwithstanding the foregoing, the Employer
                  shall not knowingly contribute any amount that would cause an
                  allocation to the suspense account as of the date the
                  contribution is allocated.

                                       70
<PAGE>   76
                  8.       The Employer elects to use the Plan Year as the
         limitation year for purposes of Section 415 of the Code.

         I.       Transfers From Other Plans

                  1.       Transfers From Other Qualified Plans. A Participant
         who has had distributed to him his entire interest in a plan meeting
         the requirements of Section 401(a) of the Code (the "Other Plan") may,
         in accordance with procedures approved by the Committee, transfer the
         distribution received from the Other Plan to the Trustee, provided the
         following conditions are met:

                           (a)      The transfer occurs on or before the
                  sixtieth (60th) day after he receives the distribution from
                  the Other Plan;

                           (b)      The distribution from the Other Plan
                  qualifies as a qualified total distribution within the meaning
                  of Section 402(a)(5)(E)(i) of the Code; and

                           (c)      The amount transferred does not exceed the
                  total distribution he received from the Other Plan less the
                  amount, if any, considered contributed by him in accordance
                  with Section 402(a)(5)(B) of the Code.

         Notwithstanding any other provision hereof, there may be transferred
directly from the trustee of the Other Plan to the Trustee, subject to the
approval of the Company and Trustee that such transfer will not adversely affect
the qualified status of the Plan, all or any of the assets, including voluntary
contributions, if any, held (whether by trustee, custodian or otherwise) on
behalf of any Other Plan which is maintained for the benefit of any Participants
of this Plan. If the distribution is transferred from the trustee of the Other
Plan, or from the Employee, to the


                                       71
<PAGE>   77
Employer, the Employer shall pay the transferred distribution to the Trustee on
the earliest date on which such transferred distribution can reasonably be
segregated from the Employer's general assets, but in any event, within thirty
(30) days of receipt of the distribution by the Employer. Amounts transferred
pursuant to this Paragraph 1, and any gains or losses allocable thereto, shall
be accounted for separately from amounts otherwise allocable to the Eligible
Employee under the Plan.

                  2.       Transfers From Individual Retirement Accounts. A
         Participant who receives a distribution from an individual retirement
         account described in Section 408(a) of the Code or an individual
         retirement annuity described in Section 408(b) of the Code which
         constitutes the entire amount of such account or annuity (including
         earnings thereon), and no portion of which is attributable to any
         source other than a lump sum distribution from a qualified employees'
         trust described in subparagraph l-1, may, in accordance with procedures
         approved by the Committee, transfer the entire amount of such
         distribution to the Trustee, within sixty (60) days after receiving the
         distribution. If the Participant transfers the distribution to the
         Employer, rather than to the Trustee, the Employer shall pay the
         transferred distribution to the Trustee on the earliest date on which
         such transferred distribution can reasonably be segregated from the
         Employer's general assets, but in any event, within thirty (30) days of
         receipt of the distribution by the Employer.

                  3.       Administration. The Committee shall develop such
         procedures, including procedures for obtaining information from a
         Participant desiring to make such a transfer, as it deems necessary or
         desirable to enable it to determine that the proposed transfer will
         meet the requirements of this Paragraph I. If such requirements are
         met, the amount


                                       72
<PAGE>   78
         transferred shall be deposited in the Trust Fund and shall be credited
         to a Rollover Account. The Rollover Account shall be one hundred
         percent (100%) vested in the Participant and shall share in the
         allocation of gains or losses, as the case may be, in accordance with
         Paragraph B hereof, but shall not share in any other allocations. Upon
         termination of employment, the total amount of the Participant's
         Rollover Account shall be distributed in accordance with Article VI.

                                       73
<PAGE>   79
                                    ARTICLE V

                        VESTING OF EMPLOYER CONTRIBUTIONS

         A.       Vesting

                  1.       The Participant shall vest in his Salary Deferral
         Account, Employer Matching Contribution Account, and Employer
         Supplemental Contribution Account in accordance with this Article V.

                           (a)      The Salary Deferral Account of a Participant
                  shall be fully vested and nonforfeitable at all times, and
                  shall not be subject to divestment for cause.

                           (b)      The Employer Matching Contribution Account
                  and Employer Supplemental Contribution Account of a
                  Participant shall be vested in him upon attainment of Normal
                  Retirement Age, or on earlier termination of employment by
                  reason of Total Disability, or by death. Any amount thereafter
                  credited to a Participant's Employer Matching Contribution
                  Account or Employer Supplemental Contribution Account
                  attributable to Employer contributions for the Plan Year of
                  termination under one of the reasons enumerated in the
                  preceding sentence shall also be completely vested in him at
                  the time of such contribution.

                  2.       In the event this Plan is a Top-Heavy Plan, then
         (except as provided in subparagraph 1), a Participant's Employer
         Matching Contribution Account and Employer Supplemental Contribution
         Account shall vest in accordance with the following schedule:


                                       74
<PAGE>   80
<TABLE>
<CAPTION>
                  Completed                              Vested
                  Year of Service                        Percentage
                  ---------------                        ----------
<S>                                                      <C>
                  Less than 2                                    0 %

                           2                                    20

                           3                                    40

                           4                                    60

                           5                                    80

                    6 or more                                   100
</TABLE>

                  3.       Except as provided in subparagraphs 1 and 2, a
         Participant's Employer Matching Contribution Account and Employer
         Supplemental Contribution Account shall vest in accordance with the
         following schedule:

<TABLE>
<CAPTION>
                  Completed                               Vested
               Year of Service                          Percentage
               ---------------                          ----------
<S>                                                     <C>
                 Less than 3                                 0 %
                      3                                     25
                      4                                     50
                  5 or more                                 100
</TABLE>

                  4.       If a Participant who has completed three (3) Years of
         Service at any time and at least one (1) Hour of Service on or after
         the first day of the first Plan Year beginning after December 31, 1988
         elects, during the period commencing on the date the amendment is
         adopted and ending sixty (60) days after the later of (i) the day the
         Plan amendment is adopted, (ii) the day the Plan amendment becomes
         effective, or (iii) the day the Participant is issued a written notice
         of the Plan amendment, to have his Employer Matching Contribution
         Account and Employer Supplemental Contribution Account vest under the
         terms of the vesting schedule previously in effect, then,


                                       75
<PAGE>   81
         notwithstanding the provisions of the vesting schedules above, his
         account shall vest in accordance with the schedule included in the Plan
         which he elects.

                  5.       In determining the Years of Service under the Plan
         for purposes of determining a Participant's vested percentage under
         subparagraphs 2 and 3 above, all of a Participant's Years of Service
         with the Employer shall be taken into account, except as provided in
         subsections (a) and (b) of this subparagraph 5.

                           (a)      If, at the time of a One-Year Break in
                  Service, a Participant does not have any vested right under
                  subparagraph 2 or 3 above, Years of Service before such
                  One-Year Break in Service shall not thereafter be taken into
                  account if the number of consecutive One-Year Breaks in
                  Service equals or exceeds either five (5) or the aggregate
                  number of Years of Service before such Breaks in Service,
                  whichever is greater. The aggregate number of Years of Service
                  before such Breaks in Service shall be deemed not to include
                  any Years of Service not required to be taken into account
                  hereunder by reason of any prior application of this
                  subparagraph;

                           (b)      If a Participant has five consecutive
                  One-Year Breaks in Service, Years of Service thereafter shall
                  not be taken into account in determining the vested portion of
                  his Employer Contribution Account derived from Employer
                  contributions for periods before such Breaks in Service.

                  6.       Amounts vested pursuant to this Paragraph shall not
         be subject to divestment for cause.


                                       76
<PAGE>   82
         B.       Termination of Employment; Forfeitures

                  1.       Upon termination of employment, the Participant's
         Account balance, determined as of the valuation date coincident with or
         immediately preceding the date of termination, shall be divided into
         two accounts: a Distribution Account and a Reserve Account. The
         Distribution Account shall be credited with the amount of the
         Participant's vested interest in the Plan. The remainder of the
         Participant's Account balance shall be credited to his Reserve Account.

                  2.       The balance allocated to the Participant's
         Distribution Account shall be subject to distribution in accordance
         with Article VI.

                  3.       If the Participant received a distribution from his
         Distribution Account due to his termination of participation in the
         Plan prior to incurring five (5) consecutive One-Year Breaks in
         Service, his Reserve Account shall be forfeited (as described below) as
         of the date of distribution, provided that the Participant (i)
         voluntarily elected to receive such distribution or (ii) effective
         January 1, 1998, received a distribution of his entire vested Account
         balance and the portion of such distribution attributable to Employer
         contributions did not exceed $5,000. A Participant who has no vested
         right in his Account balance shall be deemed to have received a
         distribution of his entire vested Account balance as of the date he
         terminated participation in the Plan.

                           (a)      In the event that the Participant received a
                  distribution of his entire vested Account balance, his entire
                  Reserve Account shall be forfeited.

                           (b)      If the Participant voluntarily elected to
                  receive a distribution of less than his entire vested Account
                  balance, the portion of his Reserve Account which


                                       77
<PAGE>   83
                  shall be forfeited shall be determined as follows: the
                  Participant's total Account multiplied by a fraction, the
                  numerator of which is the amount of the distribution and the
                  denominator of which is the Participant's total vested Account
                  immediately prior to such distribution, minus the amount of
                  the distribution.

                  4.       Notwithstanding the foregoing, the Participant's
         entire Account shall be restored if: (i) the Participant resumes
         covered employment under the Plan prior to incurring five (5)
         consecutive One-Year Breaks in Service, (ii) the Participant received a
         distribution which was less than his entire Account balance, and (iii)
         the Participant repays the full amount of the distribution no later
         than five (5) years after the first date he is subsequently reemployed
         by the Employer or before incurring five (5) consecutive One-Year
         Breaks in Service commencing after the distribution, if earlier. The
         amount to be restored shall equal the individual's Account derived from
         Employer contributions (both distributed and forfeited) as of the date
         of distribution, unadjusted for any subsequent gains or losses, as well
         as all optional forms of benefits and subsidies relating to such
         benefit. Acceptable sources for such restoration include income to the
         Plan, forfeitures, or Employer contributions. Rules regarding the order
         of sources from which restoration is made shall be determined by the
         Committee and applied in a uniform and nondiscriminatory manner. A
         Participant's Reserve Account shall be restored no later than the end
         of the Plan Year following the Plan Year in which repayment occurs.

                  5.       In the event that the Participant terminated
         employment and has not received a distribution or a portion of his
         Reserve Account is not forfeited under subparagraph B-3(b) of this
         Article V, his Reserve Account shall be forfeited according to the
         following rules:


                                       78
<PAGE>   84
                           (a)      If a Participant is not reemployed prior to
                  incurring five (5) consecutive One-Year Breaks in Service, the
                  balance of his Reserve Account shall be forfeited.

                           (b)      If the Participant is reemployed prior to
                  incurring five (5) consecutive One-Year Breaks in Service, the
                  balance of his Reserve Account (not including amounts actually
                  forfeited), together with any gains or losses thereon, shall
                  be maintained as a part of his regular Employer Contribution
                  Account and shall be commingled with and subsequently credited
                  with any contributions, together with any investment gains or
                  losses thereon, to which the Participant is thereafter
                  entitled.


                                       79
<PAGE>   85
                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

         A.       Methods of Distribution

                  1.       The distribution of benefits to which a Participant
         may become entitled shall be made in accordance with this Article VI.
         Effective for distributions made after December 31, 1992, a Participant
         or Beneficiary who is entitled to receive an Eligible Rollover
         Distribution may direct the Committee to pay all or a portion of such
         distribution directly to an Eligible Retirement Plan, in lieu of paying
         such amount to the Participant or Beneficiary, pursuant to Paragraph K
         of this Article VI. Notwithstanding any Plan provision to the contrary,
         all Plan distributions shall comply with the requirements of Section
         401(a)(9) of the Code and the regulations thereunder, including the
         incidental death benefit distribution rules in Section 1.401(a)(9)-2.

                           (a)      The benefits provided by the Plan shall be
         distributed under whichever of the following methods the Participant
         shall elect:

                                    (i)      The purchase of a non-transferable,
                           conventional fixed or variable annuity contract,
                           providing payments at least annually, of such type
                           and from such insurance company approved by the
                           Committee and which satisfies the requirements of
                           Sections 401(a)(9), 401(a)(11) and 417 of the Code.
                           The Participant may elect the purchase of an annuity
                           contract as provided in this subparagraph A-1(a)(i)
                           if, and only if, the Plan is, with respect to the
                           Participant, an offset plan or a direct or indirect
                           transferee of a defined benefit plan, a money
                           purchase pension plan (including a target


                                       80
<PAGE>   86
                           benefit plan), or a stock bonus or profit sharing
                           plan which otherwise would be required to provide a
                           life annuity form of payment to the Participant. This
                           Plan shall be considered to be an offset plan if it
                           is used to offset benefits in a plan which is subject
                           to the survivor annuity requirements with respect to
                           the Participant whose benefits are offset. If the
                           Plan is a transferee plan with respect to the
                           Participant, all subsequent Plan distributions made
                           on behalf of such Participant shall be subject to the
                           survivor annuity requirements set forth in
                           subparagraph A-1(b). Notwithstanding the preceding
                           sentence, if the amount transferred is separately
                           accounted for and gains, losses, withdrawals,
                           contributions, forfeitures, and other credits or
                           charges are allocated on a reasonable basis between
                           such transferred amount and other assets in the
                           Participant's Account, the amount utilized to
                           purchase the annuity shall be equal to the amount of
                           the Participant's Account attributable to the
                           transferred amount;

                                    (ii)     A single distribution of the entire
                           vested balance then standing in the Participant's
                           Account in cash or in kind;

                                    (iii)    Cash payments in monthly,
                           quarterly, semiannual or annual installments of
                           substantially equal designated amounts over a period
                           of years certain.

                  An election to receive a Plan distribution under any method
                  set forth in this subparagraph A-1(a) for an Annuity Starting
                  Date which occurs on or after the Participant's Normal
                  Retirement Age shall apply to all subsequent distributions


                                       81
<PAGE>   87
                  made from the Participant's Account. Except with respect to
                  the payment of a qualified joint and survivor annuity pursuant
                  to subparagraph A-1(b) below, the Participant shall in all
                  cases elect a distribution method which requires that the
                  present value of the payments to be made to the Participant
                  exceed fifty percent (50%) of the present value of the total
                  payments to be made to the Participant and his Beneficiary,
                  determined as of the date such payments commence; and payments
                  under such distribution method shall comply with Treasury
                  Regulation Section 1.401(a)(9)-2 Q&A-6(b).

                           (b)      If at any time the Participant elects or has
                  elected that his benefits be paid through the purchase of an
                  annuity, the Committee shall direct the Trustee to purchase an
                  annuity contract in the form of a qualified joint and survivor
                  annuity for all distributions to the Participant.

                                    (i)      The term "qualified joint and
                           survivor annuity" means an annuity that commences
                           immediately for the life of the Participant if he
                           does not have an Eligible Spouse or, if he has an
                           Eligible Spouse, an annuity that commences
                           immediately, which is at least as valuable as any
                           other alternate form of benefit payable under the
                           Plan, for the life of the Participant with a survivor
                           annuity for the life of his Eligible Spouse. Upon the
                           election of the Participant, which may be made at any
                           time and any number of times, the survivor annuity
                           shall be fifty percent (50%) or one hundred percent
                           (100%) of the amount of the annuity payable during
                           the joint lives of the Participant and his Eligible
                           Spouse, both of which shall be actuarially
                           equivalent; provided that in the event no election is


                                       82
<PAGE>   88
                           made, the survivor annuity shall be fifty percent
                           (50%) of the amount payable during the Participant's
                           and his Eligible Spouse's joint lives. In determining
                           the Participant's interest subject to the qualified
                           joint and survivor annuity requirement, any security
                           interest held by the Plan by reason of a loan
                           outstanding to the Participant shall reduce the
                           Participant's interest if the security interest is
                           treated as payment in satisfaction of the Plan loan
                           to the Participant.

                                    (ii)     Notwithstanding the foregoing, a
                           Participant may elect to waive the qualified joint
                           and survivor annuity and thereby receive an alternate
                           form of distribution. Such waiver must be made within
                           the ninety (90) day period ending on the
                           Participant's Annuity Starting Date with respect to
                           such benefit. A Participant may subsequently revoke
                           an election to waive a qualified joint and survivor
                           annuity and elect again to waive the qualified joint
                           and survivor annuity at any time and any number of
                           times prior to such Annuity Starting Date. All such
                           elections and revocations shall be in writing. Any
                           election to waive a qualified joint and survivor
                           annuity (1) must specify the alternate form of
                           distribution elected, (2) must be accompanied by the
                           designation of a specific nonspouse beneficiary
                           (including any class of beneficiaries or any
                           contingent beneficiaries) who will receive the
                           benefit upon the Participant's death, if applicable,
                           and (3) must be accompanied by a Spousal Consent, to
                           the extent required under Paragraph AQ of Article I.


                                       83
<PAGE>   89
                  2.       If a Participant dies before the Annuity Starting
         Date with respect to such benefits, the portion of his vested Account
         balance which is not currently being distributed in the form of a
         qualified joint and survivor annuity shall be distributed as provided
         in this subparagraph A-2.

                           (a)      If the Participant is unmarried on the date
                  of his death, his entire interest (reduced by any security
                  interest held by the Plan by reason of a loan outstanding to
                  the Participant) shall be distributed to his Beneficiary in a
                  single distribution or in installments at the time set forth
                  in Paragraph C of this Article VI.

                           (b)      Except as provided in subparagraph A-2(c)
                  below, if the Participant is married on the date of his death,
                  his entire interest (reduced by any security interest held by
                  the Plan by reason of a loan outstanding to the Participant)
                  shall be distributed to his Beneficiary in a single
                  distribution or in installments at the time set forth in
                  Paragraph C of this Article VI.

                           (c)      If the Participant is married on the date of
                  his death and the Plan is, with respect to the Participant, an
                  offset plan or a direct or indirect transferee (in a transfer
                  after December 31, 1984) of a defined benefit plan, a money
                  purchase pension plan (including a target benefit plan), or a
                  stock bonus or profit sharing plan which otherwise would be
                  required to provide for a life annuity form of payment to the
                  Participant, then fifty percent (50%) of the Participant's
                  vested interest as of the date of his death (or fifty percent
                  (50%) of the amount of the Participant's Account attributable
                  to the transferred amount, if such transferred


                                       84
<PAGE>   90
                  amount is separately accounted for and gains, losses,
                  withdrawals, contributions, forfeitures, and other credits or
                  charges are allocated on a reasonable basis between the
                  transferred amount and other assets in the Participant's
                  Account) shall be applied toward the purchase of an annuity
                  for the life of his Eligible Spouse (a "qualified
                  pre-retirement survivor annuity") unless otherwise elected as
                  provided below. This Plan shall be considered to be an offset
                  plan if it is used to offset benefits in a plan which is
                  subject to the survivor annuity requirements with respect to
                  the Participant whose benefits are offset. In determining the
                  Participant's interest, any security interest held by the Plan
                  by reason of a loan outstanding to the Participant shall
                  reduce the Participant's interest if the security interest is
                  treated as payment in satisfaction of the Plan loan to the
                  Participant. The portion of the Participant's vested interest
                  not applied to the purchase of the qualified pre-retirement
                  survivor annuity shall be distributed to the Participant's
                  Beneficiary as provided in subparagraph A-2.

                                    (i)      Within the applicable notice
                           period, each Participant shall be furnished with a
                           written "notice of the qualified preretirement
                           survivor annuity" in such terms and in such manner as
                           would be comparable to the "general notice of
                           distribution" provided pursuant to subparagraph B-1
                           of this Article VI. This notice must be accompanied
                           by a general description of the eligibility
                           conditions, relative values, and other material
                           features of each method of distribution under
                           subparagraph A-1(a) of this Article VI. The
                           "applicable notice period" means, with respect to
                           each Participant, whichever of the following periods
                           ends last: (1) the period beginning


                                       85
<PAGE>   91
                           with the first day of the Plan Year in which the
                           Participant attains age 32 and ending with the close
                           of the Plan Year preceding the Plan Year in which the
                           Participant attains age 35; (2) the period commencing
                           one year before and ending one year after the
                           individual becomes a Participant; or (3) the period
                           commencing one year before and ending one year after
                           the annuity requirement of subparagraph A-1(a)(i) of
                           this Article VI first applies to such Participant. In
                           addition, the applicable notice period for a
                           Participant who separates from service before
                           attaining age 35 shall be the period beginning one
                           year before and ending one year after the
                           Participant's separation from service. Such notice
                           shall be given to the Participant in person, by
                           mailing, by posting, or by placing it in an Employer
                           publication which is distributed in such a manner as
                           to be reasonably available to such Participant. If
                           the explanation is to be posted, it shall be posted
                           at the location within the Participant's principal
                           place of employment which is customarily used for
                           employer notices to employees with regard to
                           labor-management relations matters.

                                    (ii)     A Participant may elect to waive a
                           qualified pre-retirement survivor annuity, revoke
                           such election, and elect again to waive the qualified
                           pre-retirement survivor annuity at any time and any
                           number of times during the applicable election
                           period. All such elections and revocations shall be
                           in writing. Any election to waive a qualified
                           pre-retirement survivor annuity must be accompanied
                           by (1) the designation of a specific nonspouse
                           beneficiary (including any class of


                                       86
<PAGE>   92
                           beneficiaries or any contingent beneficiaries) who
                           will receive the benefit upon the Participant's
                           death, if applicable, and (2) a Spousal Consent to
                           the extent required under Paragraph AQ of Article I.
                           The "applicable election period" for the waiver of
                           the qualified pre-retirement survivor annuity shall
                           commence once the Participant receives a written
                           explanation of such annuity as set forth in
                           subparagraph A-2(c)(i) above or on the first day of
                           the Plan Year in which the Participant attains age
                           35, whichever occurs earlier. Any waiver of the
                           qualified pre-retirement survivor annuity made prior
                           to the first day of the Plan Year in which the
                           Participant attained age 35 shall become invalid as
                           of such date and a new waiver must be issued in order
                           for a waiver of a qualified pre-retirement survivor
                           annuity to be effective.

                                    (iii)    Except as provided in subparagraph
                           (iv) below, the qualified pre-retirement survivor
                           annuity benefit shall only apply to a Participant if
                           he is credited with at least one Hour of Service with
                           the Employer on or after August 23, 1984.

                                    (iv)     Any living Participant not
                           receiving benefits on August 23, 1984, who would
                           otherwise not receive the benefits prescribed above
                           because he is not credited with at least one Hour of
                           Service on or after that date, shall have the right
                           to elect the qualified pre-retirement survivor
                           annuity to apply if he was credited with at least one
                           Hour of Service under this Plan in a Plan Year
                           beginning on or after January 1, 1976, and he had


                                       87
<PAGE>   93
                           at least ten (10) years of vesting service at the
                           time of separation from service.

                                    (v)      If a Participant dies with an
                           effective waiver of the qualified pre-retirement
                           survivor annuity in force or the Eligible Spouse so
                           elects after the Participant's death, his account
                           shall be distributed in the manner specified for
                           unmarried Participants in subparagraph A-2(a) above.

         B.       Time of Distribution to Participant

                  1.       The Committee must provide the Participant with a
         "general notice of distribution" no less than thirty (30) and no more
         than ninety (90) days before the Participant's Annuity Starting Date.
         Such notice must be in writing and must set forth the following
         information: (i) an explanation of the eligibility requirements for,
         the material features of, and the relative values of the alternate
         forms of benefits available under subparagraph A-1 of this Article VI,
         and (ii) the Participant's right to defer receipt of a Plan
         distribution under subparagraphs B-3 and B-4 of this Article VI. If the
         Plan is a transferee or offset plan with respect to the Participant as
         set forth in subparagraph A-1(a)(i) of this Article VI, the general
         notice also shall include (a) the terms and conditions of a qualified
         joint and survivor annuity; (b) the Participant's right to make, and
         the effect of, an election to waive the qualified joint and survivor
         annuity; (c) the rights of the Participant's Eligible Spouse; and (d)
         the right to make, and the effect of, a revocation of an election to
         waive a qualified joint and survivor annuity. Such notice shall be
         given to the Participant in person, by mailing, by posting, or by
         placing it in an


                                       88
<PAGE>   94
         Employer publication which is distributed in such a manner as to be
         reasonably available to such Participant. If the notice is to be
         posted, it shall be posted at the location within the Participant's
         principal place of employment which is customarily used for employer
         notices to employees with regard to labor-management relation matters.

                  2.       Upon receipt of the general notice of distribution, a
         Participant may consent to receive a distribution of his vested Account
         as soon as practicable after his termination of service. A
         Participant's vested Account shall be distributed in the manner set
         forth in subparagraph A-1 this Article VI. If at any time the
         Participant elects or has elected that his benefits be paid through the
         purchase of an annuity, the Participant's consent to receive such
         distribution prior to his Normal Retirement Age must be accompanied by
         the written consent of the Participant's Eligible Spouse, if married,
         which is comparable to the Spousal Consent requirements in Paragraph AQ
         of Article I, unless the distribution is to be made in the form of a
         qualified joint and survivor annuity.

                  3.       Subject to the maximum deferral requirements of
         subparagraphs B-5 and B-6 of this Article VI, a Participant may elect
         to defer receipt of a Plan distribution, provided that such election is
         in writing, describes the form of benefit payment, indicates the date
         the distribution is to commence, and is signed by the Participant. To
         the extent not inconsistent with subparagraph B-4 below, in the event
         that the Participant does not elect to defer receipt of his
         distribution, payment of the vested balance in the Participant's
         Account shall begin no later than the 60th day after the latest of the
         close of the Plan Year in which:




                                       89
<PAGE>   95
                           (a)      The Participant attains the earlier of age
                  sixty-five (65) or Normal Retirement Age;

                           (b)      Occurs the tenth (10th) anniversary of the
                  year in which the Participant entered the Plan; or

                           (c)      The Participant terminates service with the
                  Employer.

                  4.       Effective January 1, 1998, in the event that the
         Participant has terminated service and the Participant (and the
         Eligible Spouse, if applicable) neither consents to receive a Plan
         distribution nor elects to defer receipt of a Plan distribution, the
         Participant's vested Account shall be distributed in the normal benefit
         form as soon as practicable thereafter, but in no event before the date
         the Participant attains Normal Retirement Age, if such vested Account
         exceeds $5,000 (or, if the Participant's vested Account balance
         exceeded $5,000 prior to such distribution, is less than or equal to
         $5,000 for distributions made after the initial distribution date). For
         purposes of this subparagraph, "normal benefit form" shall mean a
         single distribution or, if the Plan is a transferee or offset plan with
         respect to the Participant as set forth is subparagraph A-1(a)(i) of
         this Article VI, a qualified joint and survivor annuity as set forth in
         subparagraph A-1(a)(ii) and A-1(b) of this Article VI, respectively.
         Notwithstanding the foregoing, the Committee may, upon the
         Participant's termination of service, distribute an annuity contract to
         the Participant which provides that payments thereunder shall not
         commence until a later date if such annuity contract satisfies the
         requirements of Sections 401(a)(11) and 417 of the Code.


                                       90
<PAGE>   96
                  5.       If the form of distribution is other than a single
         distribution, then the Participant's entire interest shall be paid over
         a period not extending beyond the life (or the life expectancy) of the
         Participant, or the lives (or the joint life and last survivor
         expectancy) of the Participant and his Beneficiary. For purposes of
         this subparagraph, a Participant may elect (other than in the case of a
         life annuity) to have the life expectancy of either he or his spouse,
         or both, redetermined; provided, however, that if a timely election is
         not made, such redetermination shall not be made. A Participant's
         election to redetermine life expectancy shall be made no later than the
         time distributions are required to commence under subparagraph B-6
         below, shall be irrevocable, shall specify the frequency with which
         redeterminations are to be made (not more frequently than annually),
         and shall require that such redeterminations be made from that date
         forward.

                  6.       Effective January 1, 1997, notwithstanding anything
         to the contrary contained in the Plan, distribution of the vested
         balance in the Participant's Account, or the first installment of such
         distribution, shall be made no later than April 1st of the calendar
         year following the calendar year in which the Participant attains age
         70-1/2 or terminates employment, whichever occurs later; however, the
         delay until termination of employment does not apply to Employees who
         were five-percent (5%) owners (as defined in Section 416 of the Code)
         at any time during the Plan Year ending with or within the calendar
         year in which such owner attains age 66-1/2 or any subsequent Plan
         Year; provided, however, that once distributions have begun to a five
         percent (5%) owner, such distributions must continue even if the
         Participant ceases to be a five percent (5%) owner in a subsequent
         year.


                                       91
<PAGE>   97
         C.       Time of Distribution to Beneficiary

                  1.       A Participant's Beneficiary may consent to receive a
         distribution of the Participant's vested Account balance which shall
         commence within ninety (90) days (or within such longer period as is
         reasonable based on the particular facts and circumstances) after the
         Participant's death, to be distributed in the manner set forth in
         subparagraph A-2 of this Article VI. If the Beneficiary is the
         Participant's Eligible Spouse, such consent must be comparable to the
         Spousal Consent requirements in subparagraph AQ of Article I.

                  2.       A Beneficiary may elect to defer such distribution
         beyond the time specified in subparagraph 1 above, provided that such
         election is in writing, describes the form of benefit payment to be
         received, indicates the date distributions are to commence, is signed
         by the Beneficiary, and satisfies the requirements of subparagraph C-4
         of this Article VI.

                  3.       In the event that the Beneficiary neither consents to
         receive a Plan distribution nor elects to defer receipt of a Plan
         distribution, the Beneficiary shall receive a Plan distribution in the
         normal benefit form within ninety (90) days (or within such longer
         period as is reasonable based on the particular facts and
         circumstances) after the Participant's death. For purposes of this
         subparagraph, "normal benefit form" shall mean a single distribution
         and, to the extent required by subparagraph A-2(c) of this Article VI,
         a qualified pre-retirement survivor annuity. Notwithstanding the
         foregoing but subject to subparagraph C-4 below, effective January 1,
         1998, if the Beneficiary is the Participant's Eligible Spouse and the
         Plan is a transferee or offset plan with respect to the Participant


                                       92
<PAGE>   98
         as set forth in subparagraph A-1(a)(i) of this Article VI, the
         Beneficiary shall not receive a Plan distribution before the date the
         Participant attained or would have attained Normal Retirement Age if
         the Participant's vested Account balance exceeds $5,000 at the time of
         distribution.

                  4.       Notwithstanding any provision of this Article VI to
         the contrary, any distribution to a Participant's Beneficiary must
         comply with the following requirements:

                           (a)      If distributions to a Participant have begun
                  and the Participant dies before his entire interest has been
                  distributed to him, the remaining portion shall be distributed
                  at least as rapidly as under the distribution method being
                  utilized on the date of his death.

                           (b)      Except as provided in subparagraph C-4(c)
                  below, in no event shall distributions be made later than
                  December 31 of the calendar year which contains the fifth
                  anniversary of the Participant's death unless the Participants
                  designated Beneficiary elects to receive payments in
                  substantially equal installments at least annually for a
                  period not exceeding the Beneficiary's life expectancy, in
                  which case the first installment must be made by December 31
                  of the calendar year immediately following the calendar year
                  of the Participant's death. Any such election shall be made
                  prior to the date the distribution is scheduled to commence.

                           (c)      An Eligible Spouse who elects to receive
                  installment payments as set forth in subparagraph C-4(b)
                  above, over such Eligible Spouse s life expectancy (which may
                  be redetermined no more frequently than annually) may defer
                  commencement of payments until December 31 of the calendar
                  year the


                                       93
<PAGE>   99
                  deceased Participant would have attained age 70-1/2. Such an
                  election shall be made by the earlier of (1) the date the
                  distribution is required to commence under the preceding
                  sentence, or (2) December 31 of the calendar year which
                  contains the fifth anniversary of the Participant's death. An
                  Eligible Spouse who elects to have her life expectancy
                  redetermined must do so no later than the time distributions
                  are required to commence under this subparagraph, at which
                  time the election will be irrevocable and shall apply to all
                  subsequent years; provided, however, that if no election is
                  made by the time distribution is required to commence, life
                  expectancy may not be redetermined. If the Eligible Spouse
                  elects to defer such distribution in accordance with this
                  subparagraph and the Eligible Spouse dies leaving an unpaid
                  balance, the balance shall be distributed no later than
                  December 31 of the calendar year which contains the fifth
                  anniversary of the Eligible Spouse's death to the Beneficiary
                  designated by the Participant or, in the absence of such
                  designation, to the estate of the Eligible Spouse.

         D.       Small Account Balances

         Notwithstanding anything to the contrary in Paragraphs A, B and C of
this Article VI, effective January 1, 1998, if the Participant has terminated
service or has died with a vested Account balance of $5,000 or less on the date
distributions commence, the entire vested Account balance shall be distributed
in a single sum distribution as soon as practicable to the Participant, or, in
the event of his death, to his Beneficiary. No distribution may be made under
the preceding sentence after the Participant's Annuity Starting Date unless the
Participant and his Eligible Spouse consent thereto in a manner which is
comparable to the Spousal Consent requirements in subparagraph AQ of Article I.


                                       94
<PAGE>   100

         E.       Investment of Deferred Distributions

                  1.       If a distribution to a Participant or to a
         Beneficiary is to be deferred and the Account is to be distributed in
         the form of cash, the amount distributable shall be invested as part of
         the general assets of the Trust and shall share in the gains and losses
         of the Trust.

                  2.       If a distribution to a Participant or to a
         Beneficiary is to be deferred and the Account is to be distributed in
         kind, the Committee shall direct the Trustee to segregate, as a
         segregated account of the Trust, the property to be distributed
         (including securities or other property). Such property shall
         thereafter be held for distribution in the manner selected by the
         Participant pursuant to subparagraph A-1(a)(ii) or (iii) or by the
         Beneficiary pursuant to subparagraph A-2(a) or (b) of this Article VI.
         Such segregated accounts shall continue as part of the Trust and shall
         be subject to all its provisions, except that such accounts shall share
         in the allocations of Trust income or loss, as provided in Paragraph B
         of Article IV, on a segregated basis.

         F.       Nonliability

         Any payment to any Participant, or to his legal representative or
Beneficiary, in accordance with the provisions of the Plan, shall to the extent
thereof be in full satisfaction of all claims hereunder against the Trustee, the
Committee and the Employer, any of whom may require such Participant, legal
representative or Beneficiary, as a condition precedent to such payment, to
execute a receipt therefor in such form as shall be determined by the Trustee,
the Committee, or the Employer, as the case may be. The Employer does not
guarantee the Trust, the Participants, former Participants or their
Beneficiaries against loss of or depreciation in value


                                       95
<PAGE>   101
of any right or benefit that any of them may acquire under the terms of this
agreement. All benefits payable hereunder shall be paid or provided for solely
from the Trust, and the Employer does not assume any liability or responsibility
therefor.

         G.       Missing Persons

                  1.       Each Participant and each Beneficiary shall file, or
         cause to be filed, with the Committee through the Employer from time to
         time in writing, his mailing address and each change of mailing
         address. Any communication, statement or notice addressed to a
         Participant or his Beneficiary at his last mailing address filed with
         the Committee, or if no address is filed with the Committee, then at
         his last mailing address as shown on the Employer's records, will be
         binding on the Participant and his Beneficiary for all purposes of the
         Plan.

                  2.       Neither the Committee nor the Trustee shall be
         required to search for or locate a Participant or his Beneficiary other
         than by mailing the notices set forth in this Paragraph G. If the
         Committee sends the notice required by this Paragraph G to a
         Participant or his Beneficiary stating that he is entitled to a
         distribution and also includes in such notice the provisions of this
         Paragraph, and the Participant or his Beneficiary fails to claim his
         benefits under the Plan or make his whereabouts known to the Committee
         within three (3) calendar years after notification, the benefits under
         the Plan of the Participant or his Beneficiary will be disposed of as
         follows:

                           (a)      If the whereabouts of the Participant is
                  unknown but the whereabouts of the Participant's Beneficiary
                  then is known to the Committee, distribution will be made to
                  the Beneficiary;


                                       96
<PAGE>   102
                           (b)      If the whereabouts of the Participant and
                  his Beneficiary then is unknown to the Committee, but the
                  whereabouts of one or more relatives by adoption, blood or
                  marriage of the Participant is known to the Committee, the
                  Committee shall direct the Trustee to distribute the
                  Participant's benefits to any one or more of such relatives
                  and in such proportion as the Committee in its sole discretion
                  determines;

                           (c)      If the whereabouts of the Participant, his
                  Beneficiary and relatives by adoption, blood or marriage of
                  the Participant then is unknown to the Committee, the amount
                  of such benefits shall be forfeited, provided that the amount
                  of such benefits shall be reinstated if a claim is
                  subsequently made by the Participant or his Beneficiary.

         H.       Distributions Prior to Termination of Employment

         A Participant's Accounts in the Plan shall be subject to distribution
prior to separation from service in accordance with the following:

                  1.       Such distribution shall be made only on account of:

                           (a)      The termination of the Plan without
                  establishment or maintenance of another defined contribution
                  plan (other than an employee stock ownership plan as defined
                  in Section 4975(e)(7) of the Code or a simplified employee
                  pension plan as defined in Section 408(k) of the Code);

                           (b)      The sale or other disposition by a
                  corporation of substantially all of its assets (within the
                  meaning of Section 409(d)(2) of the Code) used by such


                                       97
<PAGE>   103
                  corporation in a trade or business of such corporation with
                  respect to a Participant who continues employment with the
                  corporation acquiring such assets;

                           (c)      The sale or other disposition by a
                  corporation of such corporation's interest in a subsidiary
                  (within the meaning of Section 409(d)(3) of the Code) with
                  respect to a Participant who continues employment with such
                  subsidiary;

                           (d)      The Participants attainment of age 59-1/2;
                  or

                           (e)      The showing of Financial Hardship by the
                  Participant as provided in Paragraph I of this Article VI.

         Notwithstanding the foregoing, any distribution made pursuant to
         subparagraphs H-1(a), H-1(b) and H-1(c) above must be made in the form
         of a lump sum and must meet the requirements of Section 401(k)(10) of
         the Code.

                  2.       Application for distribution under this Paragraph H
         shall be made in writing by the Participant, and shall be made in
         accordance with the method of distribution, the notice, and the spousal
         consent requirements set forth in subparagraphs A-1(a), A-1(b), B-1,
         and B-2 of this Article VI.

                  3.       In the event that the distribution is due to the
         Plan's termination, distributions shall be made in accordance with the
         following rules:

                           (a)      If the Employer or any other entity within
                  the same controlled group (within the meaning of Sections
                  414(b), (c) and (m) of the Code) as the Employer does not
                  maintain another profit sharing plan, money purchase pension


                                       98
<PAGE>   104
                  plan (including a target benefit plan), or a stock bonus plan
                  (other than an employee stock ownership plan as defined in
                  Section 4975(e)(7) of the Code or a simplified employee
                  pension plan as defined in Section 408(k) of the Code) at the
                  time the Plan is terminated and if the Plan is a transferee or
                  an offset plan with respect to the Participant, the Employer
                  shall purchase an annuity for the Participant which satisfies
                  the requirements of subparagraph A-1(b) of this Article VI as
                  soon as practicable after Plan termination. Notwithstanding
                  the foregoing, if no annuity option is available with respect
                  to the Participant, he shall receive a single distribution as
                  soon as practicable after Plan termination.

                           (b)      If the Employer or any other entity within
                  the same controlled group (within the meaning of Sections
                  414(b), (c) and (m) of the Code) as the Employer maintains
                  another profit sharing plan, money purchase pension plan
                  (including a target benefit plan), or a stock bonus plan
                  (other than an employee stock ownership plan as defined in
                  Section 4975(e)(7) of the Code or a simplified employee
                  pension plan as defined in Section 408(k) of the Code) at the
                  time the Plan is terminated, the Participant's Account balance
                  shall be transferred to an account established for such
                  Participant in such other plan provided that such transfer
                  does not violate Section 411(d)(6) of the Code and the
                  regulations thereunder.

                           (c)      If the Participant's Account balance is
                  invested in property other than cash at the time of Plan
                  termination, such Account shall be distributed in cash or
                  in-kind, as directed by the Participant. If no Participant
                  direction is


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<PAGE>   105
                  received, such Account shall be distributed in cash unless the
                  Employer maintains another plan that provides for in-kind
                  distribution of such property.

                           (d)      Notwithstanding the foregoing, effective
                  January 1, 1998, the Participant's Account balance shall be
                  distributed in accordance with Paragraph D of this Article VI
                  if the Account balance does not exceed $5,000 at the time the
                  distribution is to be made.

         I.       Withdrawals on Account of Financial Hardship

                  1.       Withdrawals on account of Financial Hardship shall be
         permitted only from the Salary Deferral Account of the Participant and
         shall be limited to the amount of the contributions to such Account
         (plus earnings on such amounts which were allocated to such Account on
         or before the last day of the last Plan Year ending before July 1,
         1989, if any). No other amounts attributable to income on such
         contributions may be withdrawn on account of such hardship.

                  2.       The Participant must demonstrate to the Committee
         that a withdrawal under this Paragraph I is necessary to satisfy a
         Financial Hardship. The Participant may demonstrate such need by
         certifying to the Committee that the Financial Hardship cannot be
         relieved:

                           (a)      Through reimbursement or compensation by
                  insurance or otherwise;

                           (b)      By reasonable liquidation of the Employees
                  assets, to the extent such liquidation would not itself cause
                  an immediate and heavy financial need;


                                      100
<PAGE>   106
                           (c)      By cessation of Elective Deferrals or
                  Employee Contributions under the Plan or other plans
                  maintained by the Employer or any other employer;

                           (d)      By other distributions or nontaxable loans
                  from plans maintained by the Employer or any other employer;
                  or

                           (e)      By borrowing from commercial sources on
                  reasonable commercial terms. Assets owned by an Employees
                  spouse or minor children that are reasonably available to the
                  Employee shall be considered resources of the Employee.

                  3.       In lieu of satisfying subparagraph 1-2 above, a
         Participant may receive a distribution not in excess of the amount
         necessary to satisfy the expense of a Financial Hardship (including any
         amounts necessary to pay any federal, state or local income taxes or
         penalties reasonably anticipated to result from the distribution) if
         the Participant has obtained all other distributions and all nontaxable
         loans currently available under this Plan and all other qualified plans
         maintained by the Employer. In order to receive a distribution under
         this subparagraph 1-3, the Participant shall not be permitted to make
         Elective Deferrals or after-tax employee contributions to any qualified
         or nonqualified plan of the Employer (including, but not limited to
         stock option and stock purchase plans and a cash or deferred
         arrangement that is part of a cafeteria plan within the meaning of
         Section 125 of the Code), except for mandatory employee contributions
         to a defined benefit plan of the Employer and employee contributions to
         health or welfare plans of the Employer, within twelve months after the
         financial Hardship withdrawal. In addition, the Participant's Elective
         Deferrals made in the calendar year following a withdrawal on


                                      101
<PAGE>   107
         account of a Financial Hardship under this subparagraph I-3 shall not
         exceed $7,627 in 1989 (or such adjusted amount determined by applying
         the cost-of-living adjustment factor prescribed by the Secretary of the
         Treasury under Section 415(d) of the Code, in accordance with the
         manner prescribed by the Secretary), reduced by the Participant's
         elective contributions which were made in the calendar year of the
         Financial Hardship withdrawal.

                  4.       Application for Financial Hardship withdrawal shall
         be made in writing by the Participant, and shall be made in accordance
         with the method of distribution, the notice and the spousal consent
         requirements set forth in subparagraphs A-1(a), A-1(b), B-1, and B-2 of
         this Article VI.

         J.       Loans to Participants

         Upon application of a Participant to the Committee, the Committee shall
direct the Trustee to make loans to the Participant as provided in this
Paragraph J. Solely for purposes of this Paragraph J the term Participant shall
include all Participants and any former Participants who have not received a
distribution of their entire vested Account balance. No loan shall be made to
any Participant if (i) the application of the Participant to the Committee for a
loan is received after December 31, 1993, and (ii) at the time the application
is received by the Committee, the Participant has an outstanding loan balance.
However, Participants covered by Airline Pilots Association (ALPA) collectively
bargained agreement are allowed to take up to two outstanding loans from the
Plan.


                                      102
<PAGE>   108
                  1.       A loan to a Participant (when added to the
         outstanding balance of all other loans from this Plan and any other
         qualified plan maintained by the Employer) shall not be in an amount
         that exceeds the lesser of:

                           (a)      $50,000, reduced by the excess, if any, of:

                                    (i)      The highest outstanding balance of
                           loans from the Plan during the one (1) year period
                           ending on the day before the date such loan is made,
                           over

                                    (ii)     The outstanding balance of loans
                           from the Plan on the date such loan is made; or

                           (b)      Fifty percent (50%) of the vested balance of
                  such Participant's Account (excluding any accumulated
                  deductible employee contributions as defined in Section
                  72(o)(5)(B) of the Code).

                  2.       A loan requested by a Participant shall be approved
         by the Committee if the Committee determines that the loan will not
         constitute a taxable distribution from the Plan, the loan is adequately
         secured, the Participant has agreed to repay the loan through payroll
         deduction, and, if applicable, the spouse of the Participant consents
         to the loan. The only other factors which may be taken into
         consideration when determining whether or not to approve a loan are
         those which would be considered in a normal commercial setting by an
         entity in the business of making similar types of loans.

                  3.       Effective for loans granted, modified, or renewed on
         or after the last day of the Plan Year which begins on or after January
         1, 1989, this loan program shall be


                                      103
<PAGE>   109
         administered in accordance with the rules set forth in this Article VI
         and written procedures established by the Committee. Such written
         procedures shall include, but need not be limited to, the following:

                           (a)      The identity of the persons or positions
                  authorized to administer the Participant loan program;

                           (b)      The procedure for applying for Plan loans;

                           (c)      The basis on which loans will be approved or
                  denied;

                           (d)      The limitation, if any, on the types and
                  amounts of loans offered;

                           (e)      The procedure for determining a reasonable
                  rate of interest to be charged for Plan loans, provided that
                  such rate (i) shall be selected by the Committee and adjusted
                  from time-to-time as necessary when any loan is granted,
                  renewed or otherwise modified and (ii) shall provide the Trust
                  with a return commensurate with the interest rates charged by
                  persons in the business of lending money for loans which would
                  be made under similar circumstances; and

                           (f)      The events constituting default and the
                  steps that will be taken to preserve Plan assets in the event
                  of such default.

                  4.       If this Plan is a transferee or offset plan described
         in subparagraph A-1(a)(i) of this Article VI with respect to the
         Participant, the consent of the Participant's spouse, if any, to the
         reduction of the Participant's Account to satisfy the loan obligation
         (or any renegotiation, extension, renewal or other revision thereto)
         shall be obtained


                                      104
<PAGE>   110
         within the ninety (90) day period before the making of the loan. The
         spouse's consent shall be in writing, shall acknowledge the effect of
         the potential reduction of the Participant's Account to satisfy the
         loan obligation, and shall be witnessed by a Plan representative or a
         notary public. Notwithstanding the foregoing, consent of a
         Participant's spouse is not required if, at the time the loan is
         secured, the Participant establishes to the satisfaction of a Plan
         representative that such written consent may not be obtained because
         there is no spouse or the spouse cannot be located. In addition, no
         spousal consent is necessary if the Participant has been legally
         separated or abandoned within the meaning of local law and the
         Participant provides the Plan representative with a court order to that
         effect, so long as such court order does not conflict with a qualified
         domestic relations order. If the spouse is legally incompetent to
         consent, the spouse's legal guardian may consent on her behalf, even if
         the legal guardian is the Participant.

                  5.       The term of a loan shall not exceed five (5) years,
         and, except as provided by the Secretary of the Treasury, shall require
         substantially level amortization of the loan (with payments not less
         frequently than quarterly) over its term.

                  6.       If any loan made hereunder to a Participant is not
         repaid in accordance with its terms, the loan shall be in default. If
         the loan is in default, the Committee shall deduct the total amount
         thereof, including interest thereon, from any distribution of Trust
         assets to which the Participant or his Beneficiary may be entitled, at
         the earliest time the distribution otherwise would be allowed under the
         terms of this Plan without regard to the consent requirements set forth
         in subparagraph B-2 of this Article VI. If the Participant's account is
         not sufficient to pay the remaining balance of any such loan, he shall
         be liable for any balance still due, and shall continue to make
         payments to the Trustee.


                                      105
<PAGE>   111
                  7.       Every loan applicant shall receive a clear statement
         of the charges involved in each loan transaction, including the dollar
         amount and annual interest rate of the finance charge. The statement
         shall be prepared in accordance with the Truth-in-Lending Law (P.L.
         90-321).

                  8.       All loans under this Article VI shall be made to the
         Participant from his individual Account in the Trust and shall be
         charged against such Account. Interest and principal repayments shall
         be added to such Account.

                  9.       Notwithstanding the foregoing, no loan shall be made
         to a Participant who is an "owner-employee" within the meaning of
         Section 4975(d) of the Code.

         K.       Direct Rollover Distributions to an Eligible Retirement Plan

                  1.       Effective for distributions made after December 31,
         1992, a Participant or Beneficiary who is entitled to receive an
         Eligible Rollover Distribution may direct the Committee to pay all or a
         portion of such distribution directly to an Eligible Retirement Plan,
         in lieu of paying such amount to the Participant or Beneficiary.

                  2.       The Committee shall establish reasonable rules and
         procedures with respect to elections to make direct rollover
         distributions to an Eligible Retirement Plan pursuant to this Paragraph
         K.

                  3.       The Committee shall treat the election by a
         Participant or Beneficiary to make or not make a direct rollover with
         respect to one payment in a series of periodic payments as applicable
         to all subsequent payments in the series unless the Participant or
         Beneficiary subsequently changes the election.


                                      106
<PAGE>   112
                  4.       For purposes of this Paragraph K and subparagraph A-1
         of this Article VI, the following definitions shall apply:

                           (a)      "Eligible Rollover Distribution" shall mean
                  any distribution of all or any portion of the balance to the
                  credit of the Participant or Beneficiary, 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 Participant or
                  Beneficiary, or the joint lives (or joint life expectancies)
                  of the Participant or Beneficiary and such Participant's or
                  Beneficiary's designated beneficiary, or for a specified
                  period of ten years or more; any distribution to the extent
                  such distribution is required under Section 401(a)(9) of the
                  Code; and the portion of any distribution that is not
                  includable in gross income (determined without regard to the
                  exclusion for net unrealized appreciation with respect to
                  employer securities).

                           (b)      "Eligible Retirement Plan" shall mean an
                  individual retirement account described in Section 408(a) of
                  the Code, an individual 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 Participant's or
                  Beneficiary's Eligible Rollover Distribution. However, in the
                  case of an Eligible Rollover Distribution to the surviving
                  spouse, an Eligible Retirement Plan is an individual
                  retirement account or individual retirement annuity.

                                      107
<PAGE>   113
                           (c)      "Beneficiary" shall include a Participant's
                  former spouse who is the alternate payee under a qualified
                  domestic relations order, as defined in Section 414(p) of the
                  Code, with respect to the interest of the former spouse.



                                      108
<PAGE>   114
                                   ARTICLE VII
                                  BENEFICIARIES

         A.       Designation

         Subject to the qualified pre-retirement survivor annuity and qualified
joint and survivor annuity requirements set forth in Article VI, a Participant
shall have the right to designate, on forms provided by the Employer, a
Beneficiary or Beneficiaries to receive the benefits herein provided in the
event of his death (reduced by any security interest held by the Plan by reason
of a loan outstanding to the Participant) and to revoke such designation or to
substitute another Beneficiary or Beneficiaries at any time. Notwithstanding the
preceding sentence, if this Plan is not a transferee or offset plan described in
subparagraph A-1(a)(i) of Article VI with respect to the Participant, a married
Participant's initial designation of a Beneficiary or change in Beneficiary
designation to someone other than or in addition to his Eligible Spouse shall
not be effective unless Spousal Consent is obtained.

         B.       Absence of Valid Designation of Beneficiaries

         If, upon the death of a Participant, former Participant or Beneficiary,
there is no valid designation of Beneficiary on file with the Employer, the
following shall be designated by the Committee as the Beneficiary or
Beneficiaries, in order of priority:

                  1.       The surviving spouse;

                  2.       Surviving children, including adopted children, in
                           equal shares;

                  3.       Surviving parents, in equal shares;

                                      109
<PAGE>   115
                  4.       The Participant's estate;

                  5.       The Beneficiary's estate;

                  6.       The trustee(s) of the trust(s) named as beneficiary
                           of the residue of the Participant's probate estate;

                  7.       The trustee(s) of the trust(s) named as beneficiary
                           of the residue of the Beneficiary's probate estate.
                           The determination of the Committee as to which
                           persons, if any, qualify within the categories listed
                           above shall be final and conclusive upon all persons.

                                      110
<PAGE>   116
                                  ARTICLE VIII
                          CONTRIBUTIONS BY PARTICIPANTS

                  Individual Participants may not make contributions to this
Plan. All contributions must be made by the Employer.

                                      111
<PAGE>   117
                                   ARTICLE IX
                   ESTABLISHMENT OF TRUST; DIRECTED INVESTMENT

         A.       Trust Agreement

         Contributions made by the Employer pursuant to Articles 111 and IV
hereof, and all other assets of this Plan shall be held in trust under a Trust
Agreement. The Employer shall enter into a Trust Agreement with the Trustee for
the administration of the Trust which shall contain the assets of the Plan. The
Trustee shall not be responsible for the administration of this Plan but only
for the Trust established pursuant to this Plan.

         B.       Trust Agreement Part of Plan

         The Trust Agreement shall be deemed to be a part of this Plan, and any
rights or benefits accruing to any person under this Plan shall be subject to
all of the relevant terms and provisions of the Trust Agreement, including any
amendments. In addition to the powers of the Trustee set forth in the Trust
Agreement, the Trustee shall have any powers, express or implied, granted to it
under the Plan. In the event of any conflict between the provisions of the Trust
Agreement and the provisions of the Plan, the provisions of the Plan shall
control, except for the duties and responsibilities of the Trustee, in which
case the Trust Agreement shall control.

         C.       Participant Directs Investments

         This Plan is intended to constitute a plan described in section 404(c)
of the Employee Retirement Income Security Act and Title 29 of Regs.
2550.404c-1. The fiduciaries of the Plan may be relieved of liability for any
losses which are the direct and necessary result of investment instructions
given by the Participant or Beneficiary.

                                      112
<PAGE>   118
         Each Participant shall have the right to direct the investment of his
own Account, provided the Participant elects to do so in writing. Such
contributions shall be invested in various investment vehicles as directed by
the Participant pursuant to the following provisions of this Plan.

                  1. The Committee shall establish, from time to time, one or
         more separate and distinct investment vehicles. Each Participant shall
         have the right to elect the percentage of his contribution which he
         wishes to have invested in each vehicle. The Committee, at its
         discretion, may make available to the Participants one or more of the
         following investment vehicles:

                           (a) A "Money Market Fund" which has as its primary
                  objective the preservation of capital and generation of
                  income, wherein monies contributed from the Participant's
                  Account shall be invested in a money market certificate or a
                  money market fund established by a bank, savings and loan
                  association, or securities brokerage house;

                           (b) A "Guaranteed Investment Contract" which has as
                  its primary objective the generation of a high level of income
                  consistent with the preservation of capital, wherein monies
                  contributed from the Participant's Account shall be invested
                  in interest bearing contracts issued by an insurance company
                  licensed to do business within the state, or such other types
                  of investments;

                           (c) An "Equity Fund" which has as its primary
                  objective capital appreciation, wherein monies contributed
                  from the Participant's Account shall be

                                      113
<PAGE>   119
                  invested primarily in common stocks and such other securities
                  or investment opportunities;

                           (d) A "Balanced Fund" which has as two of its primary
                  investment objectives the generation of income and capital
                  appreciation, wherein monies contributed from the
                  Participant's Account shall be invested primarily in common
                  stocks and debt securities issued by an investment-grade
                  domestic United States corporation; and

                           (e) Such other investment vehicles which the
                  Committee may select.

                  2. A Participant may elect to change the investment vehicles
         (and/or the percentages to be allocated thereto) in which (i) his
         current Account balance and future earnings thereon are to be invested
         and (ii) future contributions and earnings thereon are to be invested.

                           (a) Upon the Committee's receipt of the Participant's
                  written request for a change in the investment of his current
                  Account balance and future earnings thereon, the funds shall
                  be invested in accordance with such election as of the close
                  of that business day, or as soon as administratively feasible
                  thereafter.

                           (b) Upon the Committee's receipt of the Participant's
                  written request for a change in the investment of his future
                  contributions and earnings thereon, the funds shall be
                  invested in accordance with such election as of the close of
                  that business day, or as soon as administratively feasible
                  thereafter.

                                      114
<PAGE>   120
         A Participant's current Account balance and his future contributions
         thereto shall continue to be invested in accordance with the
         Participant's most recent election until the effective date of the
         Participant's investment election change, if any.

                  3. In the event that the Participant does not make an initial
         election to direct such investments, all amounts held for the
         Participant shall be invested along with all other funds held in his
         Account in the Money Market Fund, or, if none, the fund that the
         Committee selects whose characteristics most closely resemble those of
         the Money Market Fund.

                  4. The Committee shall provide each Participant with
         information relating to these investment procedures and the investment
         vehicles offered at the time the Participant is first eligible to
         participate in the Plan. The Committee may establish such rules as it
         deems necessary to administer and implement the provisions of this
         Paragraph C.

         D.       Direction to Committee

         A Participant shall exercise his rights under this Article by written
instructions to the Committee. The Committee shall transmit the Participant's
directions to the Trustee in such form as the Trustee may require.

         E.       Duty to Evaluate Investments

         Neither the Committee, the Trustee nor any fiduciary under the Plan
shall have any duty to evaluate any investment decision made by the Participant,
including the decision to retain an investment. However, the Committee and the
Trustee shall have the express power to refuse any


                                      115
<PAGE>   121
investment direction of the Participant which would be administratively
burdensome or which the Committee or the Trustee believes would constitute a
prohibited transaction as defined in Section 406 and Section 407 of ERISA or
Section 4975 of the Code, or which would generate unrelated business income or
unrelated debt-financed income to the Plan that would be taxable under the Code.

         F.       Costs of Investments

         The Committee shall determine the fair market value of each
Participant's Account as of the valuation date. The valuation shall reflect
income, losses, and market value changes which occurred since the prior
valuation date. The costs of making, retaining and divesting the Participant's
investments shall be charged directly to the Participant's Account. The
Committee shall provide periodic written reports to the Participant which
reflect investment expenses, if any, charged to the Participant's Account.

         G.       Rules of Committee

         The Committee may establish such rules as it deems necessary to carry
out the provisions of this Article.

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                                    ARTICLE X
                       PLAN FIDUCIARIES AND ADMINISTRATION

         A.       Named Fiduciaries

         The authority to control and manage the operation and administration of
the Plan is vested in the named fiduciaries specified herein. Each named
fiduciary shall be responsible solely for the tasks allocated to it. No
fiduciary shall have any liability for a breach of fiduciary responsibility of
another fiduciary with respect to the Plan and Trust, unless it participates
knowingly in the breach; has actual knowledge of the breach and fails to take
reasonable remedial action to remedy said breach; or, through its negligence in
performing its own specific fiduciary responsibilities, which give rise to its
status as a fiduciary, it has caused another fiduciary to commit a breach of
fiduciary responsibility.

         B.       Fiduciary Standard

         Each named fiduciary and every other fiduciary under the Plan shall
discharge its duties with respect to the Plan solely in the interests of the
Participants and Beneficiaries and;

                  1. For the exclusive purpose of providing benefits to
         Participants and their Beneficiaries and defraying reasonable expenses
         of administering the Plan;

                  2. 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;

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                  3. In accordance with the documents and instruments governing
         the Plan, insofar as these are consistent with the provisions of Title
         I of ERISA.

         C.       Multiple Duties and Advisors

         Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan. A named fiduciary, or a fiduciary designated
by a named fiduciary in accordance with the terms of the Plan, may employ one or
more persons to render advice with regard to any responsibilities such fiduciary
has under the Plan.

         D.       Allocation and Delegation of Fiduciary Duties

         Each named fiduciary may allocate its fiduciary duties among its
members or may delegate its responsibilities to persons who are not named
fiduciaries with respect to the specific responsibility delegated. Any such
allocation or delegation shall be in writing and shall be made a permanent part
of the records of the named fiduciary. Such allocation or delegation shall be
reviewed periodically by the named fiduciary and shall be terminable upon such
notice as the named fiduciary, in its sole discretion, deems reasonable and
prudent under the circumstances. An action by the Board of Directors of the
Company or the Administrative Committee allocating or delegating its named
fiduciary responsibilities shall be evidenced by a duly adopted resolution of
the Committee or of the Board of Directors of the Company.

         E.       Indemnification

         Any Employer shall indemnify and hold harmless the named fiduciaries
and any officers or employees of the Employer to which fiduciary
responsibilities have been delegated, from and against any and all liabilities,
claims, demands, costs and expenses, including attorneys' fees,

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which may arise out of an alleged breach in the performance of their fiduciary
duties under the Plan and under ERISA, other than such liabilities, claims,
demands, costs and expenses as may result from the gross negligence or willful
misconduct of such persons. The Company shall have the right, but not the
obligation, to conduct the defense of such persons in any proceeding to which
this Paragraph applies. An Employer may satisfy its obligation under this
Paragraph, in whole or in part, through the purchase of a policy or policies of
insurance; however, no insurer shall have any rights against the Employer
arising out of this Paragraph.

         F.       Costs and Expenses

         The costs and expenses of the named fiduciaries shall be paid from Plan
assets held in the Trust to the extent not paid by the Company. The payment by
the Company of such costs and expenses for a Plan Year shall not be deemed an
election to pay the costs and expenses in any subsequent Plan Year. The Company
may charge to an Employer such expenses advanced by it on behalf of the
Employer.

         G.       Authority to Amend and Terminate

         Subject to Article XI, the Board of Directors of the Company is the
named fiduciary responsible for the amendment and termination of the Plan and
Trust. In addition, the Board of Directors of the Company shall appoint and
replace the members of the Administrative Committee as required.

         H.       Administrative Committee

         The Administrative Committee (or more briefly denoted as "the
Committee") is the named fiduciary with the power and the duty to: (a) interpret
the terms of the Plan; (b) formulate


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rules and regulations necessary to administer the Plan in accordance with its
terms; (c) finally review claims under the claims review procedure; (d)
establish and execute the funding policy of the Plan; (e) invest Plan assets, if
the Company has transferred responsibility for Plan investments to the Committee
pursuant to Article V of the Trust; and (f) annually review the funding policy
and method.

                  1. The Administrative Committee shall consist of one (1) or
         more persons as appointed by the Board of Directors of the Company. The
         Board of Directors of the Company shall also appoint any one of the
         members of the Committee to act as secretary. The members of the
         Committee shall serve at the pleasure of the Board of Directors of the
         Company and shall serve as such without compensation.

                  2. The Committee shall keep minutes of its meetings and
         proceedings. Every decision made or action taken by a majority of the
         members then in office shall constitute a decision or action of the
         Committee, and shall be final, conclusive and binding upon all persons
         affected. A Committee decision or action, under or in connection with
         the Plan, may be made or taken either at a meeting held pursuant to its
         rules, at which a majority of the members then in office are present
         and vote in favor thereof, or without a meeting if approved and
         evidenced by a writing signed by a majority of the members then in
         office. No Committee member shall vote on any question relating solely
         to himself. In the event there is only one (1) Committee member, the
         foregoing sentence shall not apply.

         I.       Plan Administration

         The Administrative Committee 401(k) Plan shall be the Administrator of
the Plan for purposes of Section 3(16) of ERISA and Section 414(g) of the Code.
In addition, the


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Administrator shall have the power and the duty to perform the following
administrative functions according to the policies, interpretations, rules,
practices and procedures established by the Board of Directors of the Company or
the Committee in accordance with the respective areas of named fiduciary
responsibilities:

                  1. Apply Plan rules determining eligibility for participation
         or benefits;

                  2. Calculate service and compensation credits for benefits;

                  3. Prepare employee communications material;

                  4. Maintain Participants' service and employment records;

                  5. Prepare reports required by government agencies, which
         shall include maintaining records to demonstrate compliance with the
         nondiscrimination requirements of Article III of the Plan that indicate
         the extent that qualified nonelective contributions and qualified
         matching contributions were taken into account to satisfy such
         requirements;

                  6. Calculate benefits;

                  7. Orient new Participants and advise Participants regarding
         their rights and options under the Plan;

                  8. Collect contributions and apply contributions as provided
         in the Plan;

                  9. Prepare reports concerning Participants' benefits;

                  10. Process claims; and

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                  11. Make recommendations to the Board of Directors of the
         Company or the Committee on Plan administration.


The Administrator (and those to whom it has delegated its authority) shall have
vested in it under the terms of this Plan full discretionary and final authority
when exercising its duties hereunder.

         J.       Claims Procedures

                  1. Filing of Claim. A Participant or Beneficiary who believes
         he is entitled to a benefit which he has not received may file a claim
         in writing with his Employer. The Employer may require a claimant to
         submit additional information, if necessary to process the claim. The
         Company or its delegate shall review the claim and render its decision
         within ninety (90) days from the date the claim is filed (or the
         requested additional information is submitted, if later), unless
         special circumstances require an extension of time for processing the
         claim. If such an extension is required, written notice of the
         extension shall be furnished the claimant within the initial ninety
         (90) day period. The notice shall indicate the special circumstances
         requiring the extension and the date by which the Company expects to
         reach a decision on the claim. In no event shall the extension exceed a
         period of ninety (90) days from the end of the initial period.

                  2. Notice of Claim Denied. If the Company denies a claim, in
         whole or in part, it shall provide the claimant with written notice of
         the denial within the period specified in subparagraph 1. The notice
         shall be written in language calculated to be understood by the
         claimant, and shall include the following information:

                           (a)      The specific reason for such denial;

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                           (b) Specific reference to pertinent Plan provisions
                  upon which the denial is based;

                           (c) A description of any additional material or
                  information which may be needed to clarify or perfect the
                  request, and an explanation of why such information is
                  required; and

                           (d) An explanation of the Plan's review procedure
                  with respect to the denial of benefits.

                  3. Review Procedure. Any claimant whose claim has been denied,
         in whole or in part, shall follow those review procedures as set forth
         herein.

                           (a) A claimant whose claim has been denied, in whole
                  or in part, may request a full and fair review of the claim by
                  the Committee by making written request therefor within sixty
                  (60) days of receipt of the notification of denial. The
                  Committee, for good cause shown, may extend the period during
                  which the request may be filed. The claimant shall be
                  permitted to examine all documents pertinent to the claim and
                  shall be permitted to submit issues and comments regarding the
                  claim to the Committee in writing.

                           (b) The Committee shall render its decision within
                  sixty (60) days after receipt of the application for review,
                  unless special circumstances (such as the need to hold a
                  hearing) require an extension of time for processing, in which
                  case the decision shall be rendered as soon as possible but
                  not later than one hundred and twenty (120) days after receipt
                  of a request for review. If an


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                  extension of time is necessary, written notice shall be
                  furnished the claimant before the extension period commences.

                           (c) The Committee shall decide whether a hearing
                  shall be held on the claim. If so, it shall notify the
                  claimant in writing of the time and place for the hearing.
                  Unless the claimant agrees to a shorter period, the hearing
                  shall be scheduled at least fourteen (14) days after the date
                  of the notice of hearing. The claimant and/or his authorized
                  representative may appear at any such hearing.

                           (d) The Committee shall send its decision on review
                  to the claimant in writing within the time specified in this
                  section. If the claim is denied, in whole or in part, the
                  decision shall specify the reasons for the denial in a manner
                  calculated to be understood by the claimant, referring to the
                  specific Plan provisions on which the decision is based. The
                  Committee shall not be restricted in its review to those
                  provisions of the Plan cited in the original denial of the
                  claim.

                           (e) If the Committee does not furnish its decision on
                  review within the time specified in this subparagraph 3, the
                  claim shall be deemed denied on review.

         K.       Agent for Legal Process

         The Company shall be the Plan's agent for service of legal process.

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                                   ARTICLE XI

                            AMENDMENT AND TERMINATION

         A.       Amendment

         To provide for contingencies which may require or make advisable the
clarification, modification or amendment of this Plan, the Board of Directors of
the Company delegates to The Administrative Committee 401(k) Plan the right to
amend this Plan (and such right is delegated to The Administrative Committee
401(k) Plan by all Employers), at any time and from time to time, in whole or in
part, by adopting such amendment in writing. Such power to amend includes the
right, without limitation, to make retroactive amendments referred to in Section
401(b) of the Code. However, such right to amend the Plan shall be subject to
Paragraph C of this Article XI. Further, no amendment of the Plan shall (1)
alter, change or modify the duties, powers or liabilities of the Trustee or an
Investment Manager appointed pursuant to the Trust Agreement without its written
consent; (2) permit any assets of the Trust to be used to pay premiums or
contributions of the Employer under any other plan maintained by the Employer
for the benefit of its employees; or (3) result in increasing any Employer's
contribution to the Plan, unless approved by resolution of the Board of
Directors of the Company.

         B.       Termination or Complete Discontinuance of Contributions

         Although the Employer has established the Plan with the bona fide
intention and expectation that it will be able to make contributions
indefinitely, nevertheless the Employer is not and shall not be under any
obligation or liability whatsoever to continue its contributions or to maintain
the Plan for any given length of time. An Employer may, in its sole and absolute
discretion, discontinue such contributions or terminate the Plan with respect to
its Employees, in


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accordance with the provisions of the Plan, at any time with no liability
whatsoever for such discontinuance or termination. If the Plan is terminated or
partially terminated, or if contributions of an Employer are completely
discontinued, the rights of all affected Participants in their Accounts shall
thereupon become nonforfeitable, notwithstanding any other provisions of the
Plan. However, the Trust shall continue until all Participants' Accounts have
been completely distributed to or for the benefit of the Participants, in
accordance with the Plan.

         C.       Nonreversion

                  1. Except as provided in this subparagraph C-1, the assets of
         the Plan shall never inure to the benefit of an Employer; such assets
         shall be held for the exclusive purpose of providing benefits to
         Participants and their Beneficiaries and for defraying the reasonable
         administrative expenses of the Plan.

                           (a) If an Employer contribution is made by virtue of
                  a mistake of fact, this Paragraph C shall not prohibit the
                  return of such contribution to the Employer within one (1)
                  year after the payment of the contribution.

                           (b) If an Employer contribution is made to the Plan
                  which does not initially qualify under Section 401(a) of the
                  Code, or any successor provision thereto, then the
                  contribution shall be returned to the Employer within one (1)
                  year after the date of denial of qualification of the Plan,
                  provided that an application for determination is made by the
                  time prescribed by law for filing the Employer's return for
                  the taxable year in which the Plan was adopted, or such later
                  date as the Secretary of the Treasury may prescribe.

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                           (c) If a deduction for an Employer contribution is
                  disallowed under Section 404 of the Code, or any successor
                  provision thereto, the contribution shall be returned to the
                  Employer (to the extent disallowed) within one (1) year after
                  such disallowance.

                  2. The Company shall have no right to modify or amend the Plan
         retroactively in such a manner so as (i) to reduce the Participant's
         vested Account balance, (ii) to reduce the benefits of any Participant
         or his Beneficiary accrued under the Plan by reason of contributions
         made by an Employer prior to the modification or amendment, or (iii) to
         eliminate an optional form of benefit with respect to benefits
         attributable to service before the amendment, except to the extent
         permitted by Section 411(d)(6) of the Code or Section 204(g) of ERISA
         and the regulations interpreting these sections.

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                                   ARTICLE XII

                                  MISCELLANEOUS

         A.       Limitation of Rights; Employment Relationship

         Neither the establishment of the Plan and the Trust, nor any
modifications thereof, nor the creation of any fund or account, nor the payment
of any benefits, shall be construed as giving to any Participant or other person
any legal or equitable right against the Employer or the Trustee except as
provided herein; and in no event shall the terms of employment of any Employee
or Participant, express or implied, be modified or in any way be affected
hereby.

         B.       Transfer of Assets of Employer; Transfer of Assets of Plan

                  1. If the Employer merges or consolidates with or into a
         corporation, or if substantially all of the assets of the Employer are
         transferred to another business, the Plan hereby created shall
         terminate on the effective date of such merger, consolidation or
         transfer. However, if the surviving corporation resulting from such
         merger or consolidation, or the business to which the Employer's assets
         have been transferred, adopts this Plan, it shall continue and such
         corporation or business shall succeed to all rights, powers and duties
         of the Employer hereunder. The employment of any Employee who continues
         in the employ of such successor corporation or business shall not be
         deemed to have been terminated for any purpose hereunder.

                  2. In no event shall this Plan be merged or consolidated with
         any other plan, nor shall there be any transfer of assets or
         liabilities from this Plan to any other plan, unless immediately after
         such merger, consolidation or transfer, each Participant's


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         benefits if such other plan were then to terminate, are at least equal
         to or greater than the benefits to which the Participant would have
         been entitled, had this Plan been terminated immediately before such
         merger, consolidation, or transfer.

         C.       Spendthrift Provision

                  1. Except as otherwise provided in subparagraph 2 hereof,
         neither the Employer nor the Trustee shall recognize any transfer,
         mortgage, pledge, hypothecation, order, or assignment by any
         Participant or Beneficiary of all or part of his interest hereunder,
         except a transfer pursuant to a "qualified domestic relations order"
         within the meaning of Section 414(p) of the Code or Section 303(d) of
         the Retirement Equity Act of 1984. Such interest shall not otherwise be
         subject in any manner to transfer by operation of law. Such interest
         shall be exempt from the claims of creditors or other claimants from
         all orders, decrees, levies, garnishments and/or executions and other
         legal or equitable processes or proceedings against such Participant or
         Beneficiary to the fullest extent permitted by law.

                  2. If any Employee's participation in the Plan terminates at a
         time when he owes money to the Trust, as a result of loans made to him
         pursuant to Paragraph J of Article VI, the Committee shall direct
         payment to the Trust from the vested portion of his Account, and, if
         necessary, the Committee may direct payment from other collateral on
         any amount so owing.

                  3. Pursuant to Income Tax Regulations section 1.401(a)-13(g),
         the Committee may, at its discretion, make a lump sum distribution of
         the entire vested interest due to an alternate payee under a "qualified
         domestic relations order" (as defined


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         in Section 414(p) of the Code). The distribution to the alternate payee
         may be made prior to the date the participant otherwise becomes
         eligible to receive a distribution, provided the distribution is
         pursuant to a qualified domestic relations order and satisfies the
         requirements of Section 414(p) of the Code.

         D.       Applicable Law; Severability

         The Plan hereby created shall be construed, administered and governed
in all respects in accordance with ERISA and the laws of the State of Arizona,
and the Trust hereby created shall be construed, administered and governed in
all respects in accordance with ERISA and the laws of the State of
Massachusetts; provided, however, that if any provision of this Plan is
susceptible to more than one interpretation, such interpretation shall be given
thereto as is consistent with the Plan being a qualified employees' profit
sharing plan and a qualified cash or deferred arrangement under the provisions
for qualification set forth in the Code. If any provision of this Plan shall be
held by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions shall continue in full force and effect.

         E.       Incorporation of Trust Agreement Provisions

         The relevant provisions of the Trust Agreement regarding: (1) the
exclusive benefit of Employees and their Beneficiaries, (2) amendment, (3)
termination, (4) other employers, (5) Massachusetts law, (6) headings, gender
and number, and (7) nonalienation are hereby incorporated into this Plan and are
equally applicable to the Plan and to the Trust, which Plan and Trust together
shall constitute the entire Plan as defined in the Code.

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         F.       Written Application, Request and Election

         Any transaction required to be in writing shall be deemed to be in
writing provided: (i) the Participant has made the appropriate telephonic
request; (ii) the Plan Administrator or its duly authorized representative has
sent a written confirmation of the transaction; and (iii) the Plan Administrator
or its duly authorized representative has received no objection by the
Participant to the written confirmation.

         This plan has been executed in several counterparts, each of which
shall be deemed to be an original, and said counterparts shall constitute but
one and the same instrument, which instrument may be sufficiently evidenced by
one counterpart.

Dated as of  May 20, 1998

                                     America West Holdings Corporation

                                     COMPANY


                                     By:      _________________________________
                                                     Stephen Johnson

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