<PAGE>   1

                                                                    EXHIBIT 10.5









                               THOMAS GROUP, INC.
                               401(K) SAVINGS PLAN



















                             as amended and restated
                             effective July 1, 1995





















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                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                          PAGE NO.
                                                                                                          --------

<S>                                                                                                         <C>
               ARTICLE 1  - DEFINITIONS                                                                     1-1

               ARTICLE 2  - PARTICIPATION                                                                   2-1

               ARTICLE 3  - PARTICIPANT ACCOUNTS                                                            3-1

               ARTICLE 4  - ACCOUNTING AND VALUATION                                                        4-1

               ARTICLE 5  - RETIREMENT BENEFITS                                                             5-1

               ARTICLE 6  - DEATH BENEFIT                                                                   6-1

               ARTICLE 7  - LIMITATIONS ON BENEFITS                                                         7-1

               ARTICLE 8  - MISCELLANEOUS                                                                   8-1

               ARTICLE 9  - ADMINISTRATION                                                                  9-1

               ARTICLE 10 - AMENDMENT OR TERMINATION OF PLAN                                               10-1

               ARTICLE 11 - TRUSTEE AND TRUST FUND                                                         11-1
</TABLE>





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                                    ARTICLE 1

                                   DEFINITIONS

     As used in this document, unless otherwise defined or required by the
context, the following terms have the meanings set forth in this Article 1. Some
of the terms used in this document are not defined in Article 1, but for
convenience are defined as they are introduced in the text.

1.01 Account

     Account means a separate account maintained for each Participant reflecting
     applicable contributions, applicable forfeitures, investment income (loss)
     allocated to the account and distributions.

1.02 Accounting Date, Valuation Date

     The term Accounting Date means the last day of each Accounting Period and
     any other days within the Accounting Period upon which, consistent with
     established methods and guidelines, the Plan Administrator applies the
     accounting procedures specified in Section 4.02. The term Valuation Date,
     unless otherwise specified, means any business day on which the New York
     Stock Exchange is open.

1.03 Accounting Period

     Accounting Period means each of the 3-month periods which end on March
     31st, June 30th, September 30th and December 31st.

1.04 Accrued Benefit

     A Participant's Accrued Benefit means the total value, as of a given date,
     of his Accounts determined as of the Valuation Date immediately preceding
     the date of determination. A Participant's Accrued Benefit will not be
     reduced solely on account of any increase in the Participant's age or
     service or on account of an amendment to the Plan.

     A Participant's Vested Accrued Benefit is equal to his Vested Percentage of
     that portion of his Accrued Benefit which is subject to the Vesting
     Schedule plus 100% of the remaining portion of his Accrued Benefit.

1.05 Beneficiary

     Beneficiary means the person, persons, trust or other entity who is
     designated to receive any amount payable upon the death of a Participant.

1.06 Cash-Out Distribution

     Cash-Out Distribution means, as described in Article 5, a distribution to a
     Participant upon termination of employment of his Vested Accrued Benefit.

1.07 Code and ERISA

     Code means the Internal Revenue Code of 1986, as it may be amended from
     time to time, and all regulations issued thereunder. Reference to a section
     of the Code includes that section and any comparable section or sections of
     any future legislation that amends, supplements or supersedes such section
     and any regulations issued thereunder.

     ERISA means Public Law No. 93-406, the Employee Retirement Income Security
     Act of 1974, as it may be amended from time to time, and all regulations
     issued thereunder. Reference to a section of ERISA includes that section
     and any comparable section or sections of any future legislation that
     amends, supplements or supersedes such section and any regulations issued
     thereunder.



                                       1-1

<PAGE>   4


1.08 Compensation

     Except where otherwise specifically provided in this Plan, Compensation
     means base or regular wages, overtime and bonuses.

     Compensation also includes any amounts contributed by the Employer or any
     Related Employer on behalf of any Employee pursuant to a salary reduction
     agreement which are not includable in the gross income of the Employee due
     to Code Section 125, 402(a)(8), 402(h) or 403(b).

     Notwithstanding the foregoing, for all purposes under this Plan,
     Compensation in excess of the Statutory Compensation Limit will be
     disregarded. For purposes of applying this compensation limit, a Family
     Member of a Highly Compensated Employee is subject to the single aggregate
     compensation limit imposed on the Highly Compensated Employee if the Family
     Member is either the Employee's spouse or is a lineal descendant who has
     not attained the age of 19 by the end of the Plan Year.

     Statutory Compensation Limit means $150,000 ($200,000 for Plan Years
     beginning before 1994), as adjusted in accordance with Code Section
     401(a)(17)(B).

1.09 Effective Date

     The Effective Date of the Plan is January 1, 1990.

     Except as specified elsewhere in this document, the effective date of this
     restatement of the Plan is July 1, 1995.

     Section 4.05 is effective January 1, 1990.

1.10 Eligible Employee Classification

     An Eligible Employee Classification is a classification of Employees, the
     members of which are eligible to participate in the Plan. The Plan covers
     all employee classifications except Hourly Employees and Leased Employees.

1.11 Eligible Participant

     An Eligible Participant is a Participant who is eligible to share in the
     allocation of a given Employer contribution; Eligible Participant means any
     Participant who:

          o    is actively employed or on an approved Leave of Absence on the
               last day of the Plan Year; or

          o    retires, dies or becomes disabled during the Plan Year.

1.12 Employee

     (a)  In General

          An Employee is any person who is employed by the Employer or a
          Participating Employer.

     (b)  Leased Employee

          A Leased Employee means any person who, pursuant to an agreement
          between the Employer or any Related Employer ("Recipient Employer")
          and any other person ("leasing organization"), has performed services
          for the Recipient Employer on a substantially full-time basis for a
          period of at least one year and such services are of a type
          historically performed by employees in the business field of the
          Recipient Employer.

          Any Leased Employee will be treated as an Employee of the Recipient
          Employer; however,



amended September 1995                1-2


<PAGE>   5


          contributions or benefits provided by the leasing organization which
          are attributable to the services performed for the Recipient Employer
          will be treated as provided by the Recipient Employer. If all Leased
          Employees constitute less than 20% of the Employer's
          non-highly-compensated work force within the meaning of Code Section
          414(n)(1)(C)(ii), then the preceding sentence will not apply to any
          Leased Employee if such Employee is covered by a money purchase
          pension plan ("Safe Harbor Plan") which provides: (1) a nonintegrated
          employer contribution rate of at least 10% of compensation, (2)
          immediate participation, and (3) full and immediate vesting.

          Years of Eligibility Service for purposes of eligibility to
          participate in the Plan and Years of Vesting Service for purposes of
          determining a Participant's Vested Percentage include service by an
          Employee as a Leased Employee.

1.13 Employer

     The Employer and Plan Sponsor is Thomas Group, Inc. A Participating
     Employer is any organization which has adopted this Plan and Trust in
     accordance with Section 8.07.

     The term Predecessor Employer means any prior employer to which the
     Employer is the successor, including any Predecessor Employer for which the
     Employer maintains the obligations of a Predecessor Plan established by the
     Predecessor Employer. Service with a Predecessor Employer will be included
     as Service with the Employer for all purposes under this Plan.

1.14 Employment Commencement Date

     The date an Employee first performs an Hour of Service for the Employer is
     his Employment Commencement Date.

1.15 Entry Date

     Entry Date means the January 1st or July 1st which coincides with or next
     follows the date upon which the eligibility requirements are met.

1.16 Fiscal Year

     Fiscal Year means the taxable year of the Plan Sponsor. The Fiscal Year of
     the Plan Sponsor is the 12 month period beginning January 1 and ending
     December 31.

1.17 Forfeiture

     The term Forfeiture refers to that portion, if any, of a Participant's
     Accrued Benefit which is in excess of his Vested Accrued Benefit following
     the termination of the Participant's employment.

     A Forfeiture is considered to occur as of the earlier of (a) the date of
     the occurrence of the fifth of 5 consecutive One Year Breaks-in-Service or
     (b) the date a Cash-Out Distribution occurs in accordance with the
     provisions of Article 5.

1.18 Highly Compensated Definitions

     (a)  Compensation

          For purposes of this Section, Compensation means Aggregate
          Compensation as defined in Section 7.03(a) plus amounts contributed by
          the Employer pursuant to a salary reduction agreement which are
          excludable from the gross income of the Employee under Code Section
          125, 402(a)(8), 402(h) or 403(b). Compensation in excess of the
          Statutory Compensation Limit will be disregarded.





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     (b)  Determination Year

          Determination Year means the Plan Year for which the determination of
          who is Highly Compensated is being made.

     (c)  Family Member

          Family Member means an Employee who is the spouse, a lineal ascendant
          or descendant, or the spouse of a lineal ascendant or descendant of:

               o    a 5-percent owner (within the meaning of Code Section
                    416(i)) of the Employer or any Related Employer who is an
                    active or former Employee; or

               o    a Highly Compensated Employee who is one of the 10 most
                    highly compensated employees ranked on the basis of
                    Compensation paid by the Employer during the Determination
                    Year or the Lookback Year.

          For purposes of this Section, the Family Member and the Highly
          Compensated Employee will be considered one Employee. A Family
          Member's Compensation and benefits will be aggregated with those of
          the Highly Compensated Employee irrespective of whether the Family
          Member would otherwise be treated as a Highly-Compensated Employee or
          is in a category of Employees which may be excluded in determining the
          number of Employees in the Top-Paid Group.

          If an Employee is required to be aggregated as a member of more than
          one family group, all eligible employees who are members of those
          family groups which include that employee will be aggregated as one
          family group.

          For purposes of applying the compensation limit under Code Section
          401(a)(17), a Family Member is subject to the single aggregate
          compensation limit imposed on the Highly Compensated Employee if the
          Family Member is either the Employee's spouse or is a lineal
          descendant who has not attained the age of 19 by the end of the Plan
          Year.

     (d)  Highly Compensated Employee

          Highly Compensated Employee means any individual who is a Highly
          Compensated Active Employee or a Highly Compensated Former Employee
          within the meaning of Code Section 414(q) and the regulations
          thereunder.

     (e)  Highly Compensated Active Employee

          Highly Compensated Active Employee means any individual who during the
          Determination Year or the Lookback Year:

          (1)  Was at any time a 5-percent Owner (within the meaning of Code
               Section 416(i)) of the Employer or any Related Employer;

          (2)  Received Compensation from the Employer and all Related Employers
               in excess of $75,000 (or any greater amount determined by
               regulations issued by the Secretary of the Treasury under Code
               Section 415(d));

          (3)  Received Compensation from the Employer and all Related Employers
               in excess of $50,000 (or any greater amount determined by
               regulations issued by the Secretary of the Treasury under Code
               Section 415(d)) and was in the Top-Paid Group of Employees; or

          (4)  Was an Officer of the Employer or any Related Employer (as that
               term is defined in the regulations under Code Section 416(i)) and
               received Compensation greater than 50% of the Defined Benefit
               Dollar Limit described in Section 7.03(f) for the applicable


                                       1-4


<PAGE>   7

               year. For this purpose, if no Officer received enough
               Compensation to be a Highly Compensated Employee under the
               preceding sentence, the highest-paid Officer will be treated as a
               Highly Compensated Employee. The maximum number of Officers who
               will be treated as Highly Compensated Active Employees under this
               paragraph is equal to 10% of all Employees determined without
               regard to statutory or other exclusions, subject to a minimum of
               3 Employees and a maximum of 50 Employees.

          No individual described in subparagraphs (2), (3) or (4) above will be
          treated as a Highly Compensated Active Employee for the Determination
          Year unless he (i) was a Highly Compensated Active Employee for the
          Lookback Year (or would have been except that he was not among the 100
          most highly compensated Employees of the Employer and all Related
          Employers for the Lookback Year) or (ii) was among the 100 most highly
          compensated Employees of the Employer and all Related Employers for
          the Determination Year.

     (f)  Highly Compensated Former Employee

          Highly Compensated Former Employee means any Former Employee who had a
          Separation Year (within the meaning of Treasury Regulation Section
          1.414(q)-1T Q&A-5) and was a Highly Compensated Active Employee for
          either the Separation Year or any Determination Year ending on or
          after the Employee's 55th birthday.

     (g)  Highly Compensated Group

          Highly Compensated Group means all Highly Compensated Employees.

     (h)  Lookback Year

          Lookback Year means the 12-month period immediately preceding the
          Determination Year.

     (i)  Non-Highly Compensated Employee

          Non-Highly Compensated Employee means an Employee who is neither a
          Highly Compensated Employee nor a Family Member.

     (j)  Non-Highly Compensated Group

          Non-Highly Compensated Group means all Non-Highly Compensated
          Employees.

     (k)  Top-Paid Group

          Top-Paid Group means those individuals who are among the top 20
          percent of Employees of the Employer and all Related Employers when
          ranked on the basis of Compensation received during the year. In
          determining the number of individuals in the Top-Paid Group (but not
          the identity of those individuals), the following individuals may be
          excluded:

          (1)  Employees who have not completed 6 months of Service by the end
               of the year. For this purpose, an Employee who has completed One
               Hour of Service in any calendar month will be credited with one
               month of Service;

          (2)  Employees who normally work fewer than 17 1/2 hours per week;

          (3)  Employees who normally work fewer than 6 months during any year.
               For this purpose, an Employee who has worked on one day of a
               month is treated as having worked for the whole month;

          (4)  Employees who have not reached age 21 by the end of the year;

          (5)  Nonresident aliens who received no earned income (which
               constitutes income from sources within the United States) within
               the year from the Employer or any Related Employer; and


                                       1-5

<PAGE>   8

          (6)  Employees covered by a collective bargaining agreement negotiated
               in good faith between the employee representatives and the
               Employer or a group of employers of which the Employer is a
               member if (i) 90% or more of all employees of the Employer and
               all Related Employers are covered by collective bargaining
               agreements, and (ii) this Plan covers only Employees who are not
               covered under a collective bargaining agreement.

1.19 Hour of Service 

     An Hour of Service means:

     (a)  Each hour for which an Employee is paid, or entitled to payment, for
          the performance of duties for the Employer. These hours will be
          credited to the Employee for the computation period in which the
          duties are performed;

     (b)  Each hour for which an Employee is paid, or entitled to payment, by
          the Employer on account of a period of time during which no duties are
          performed (irrespective of whether the employment relationship has
          terminated) due to vacation, holiday, illness, incapacity (including
          disability), layoff, jury duty, military duty or leave of absence. No
          more than 501 Hours of Service will be credited under this paragraph
          for any 12-month period. Hours under this paragraph will be calculated
          and credited pursuant to Section 2530.200b-2 of the Department of
          Labor Regulations which are incorporated herein by this reference; and

     (c)  Each hour for which back pay, irrespective of mitigation of damages,
          is either awarded or agreed to by the Employer. The same Hours of
          Service will not be credited both under paragraphs (a) or (b), as the
          case may be, and under this paragraph (c). These hours will be
          credited to the Employee for the computation period or periods to
          which the award or agreement pertains rather than the computation
          period in which the award, agreement or payment is made.

     Hours of Service for all Employees will be determined on the basis of
     actual hours for which an Employee is paid or is entitled to payment. Hours
     of Service will be credited for employment with any Related Employer or any
     Predecessor Employer. Hours of Service will be credited for any individual
     considered an employee under Code Section 414(n) or 414(o) and the
     regulations thereunder.

     Solely for purposes of determining whether a One Year Break-in-Service has
     occurred, a Participant who is absent from work on an authorized Leave of
     Absence or by reason of the Participant's pregnancy, birth of the
     Participant's child, placement of a child with the Participant in
     connection with the adoption of such child, or for the purpose of caring
     for such child for a period immediately following such birth or placement,
     will receive credit for the Hours of Service which otherwise would have
     been credited to the Participant but for such absence. The Hours of Service
     credited under this paragraph will be credited in the Plan Year in which
     the absence begins if such crediting is necessary to prevent a One Year
     Break-in-Service in such Plan Year; otherwise, such Hours of Service will
     be credited in the following Plan Year. The Hours of Service credited under
     this paragraph are those which would normally have been credited but for
     such absence; in any case in which the Plan Administrator is unable to
     determine such hours normally credited, 8 Hours of Service per day will be
     credited. No more than 501 Hours of Service will be credited under this
     paragraph for any 12-month period. The Date of Severance is the second
     anniversary of the date on which the absence begins. The period between the
     initial date of absence and the first anniversary of the initial date of
     absence is deemed to be a period of Service. The period between the first
     and second anniversaries of the initial date of absence is neither a period
     of service nor a period of severance.


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1.20 Investment Fund

     An Investment Fund means any portion of the assets of the Trust Fund which
     the Plan Administrator designates as an Investment Fund and for which the
     Plan Administrator maintains a set of accounts separate from the remaining
     assets of the Trust Fund.

     (a)  Specific Investment Fund means an Investment Fund which is designated
          as a Specific Investment Fund by the Plan Administrator in a manner
          and form acceptable to the Trustee.

     (b)  General Investment Fund means all assets of the Trust Fund excluding
          the assets of any Specific Investment Funds.

1.21 Leave of Absence

     An authorized Leave of Absence means a period of time of one year or less
     granted to an Employee by the Employer due to illness, injury, temporary
     reduction in work force, or other appropriate cause or due to military
     service during which the Employee's reemployment rights are protected by
     law, provided the Employee returns to the service of the Employer on or
     before the expiration of such leave, or in the case of military service,
     within the time his reemployment rights are so protected or within 60 days
     of his discharge from military service if no federal law is applicable. All
     authorized Leaves of Absence are granted or denied by the Employer in a
     uniform and nondiscriminatory manner, treating Employees in similar
     circumstances in a like manner.

     If the Participant does not return to active service with the Employer on
     or prior to the expiration of his authorized Leave of Absence he will be
     considered to have had a Date of Severance as of the earlier of the date on
     which his authorized Leave of Absence expired, the first anniversary of the
     last date he worked at least one hour as an Active Participant, or the date
     on which he resigned or was discharged.

1.22 Reserved

1.23 Normal Retirement Age

     A Participant's Normal Retirement Age is age 65.

1.24 Normal Retirement Date

     A Participant's Normal Retirement Date is the date on which the Participant
     attains Normal Retirement Age.

1.25 One Year Break-in-Service

     One Year Break-in-Service means any 365-day period following a
     Participant's Date of Termination in which an Employee does not complete at
     least one Hour of Service.

1.26 Participant

     The term Participant means an Employee or former Employee who is eligible
     to participate in this Plan and who is or who may become eligible to
     receive a benefit of any type from this Plan or whose Beneficiary may be
     eligible to receive any such benefit.

     (a)  Active Participant means a Participant who is currently an Employee in
          an Eligible Employee Classification.

     (b)  Disabled Participant means a Participant who has terminated his
          employment with the Employer due to his Disability and who is
          receiving or is entitled to receive benefits from the Plan.



                                       1-7


<PAGE>   10


     (c)  Retired Participant means a Participant who has terminated his
          employment with the Employer after meeting the requirements for his
          Normal Retirement Date and who is receiving or is entitled to receive
          benefits from the Plan.

     (d)  Vested Terminated Participant means a Participant who has terminated
          his employment with the Employer and who has a nonforfeitable right to
          all or a portion of his or her Accrued Benefit and who has not
          received a distribution of the value of his or her Vested Accrued
          Benefit.

     (e)  Inactive Participant means a Participant who has (i) interrupted his
          status as an Active Participant without becoming a Disabled, Retired
          or Vested Terminated Participant and (ii) has a non-forfeitable right
          to all or a portion of his Accrued Benefit and has not received a
          complete distribution of his benefit.

     (f)  Former Participant means a Participant who has terminated his
          employment with the Employer and who currently has no nonforfeitable
          right to any portion of his or her Accrued Benefit.

1.27 Payroll Withholding Agreement

     If a written Payroll Withholding Agreement is required pursuant to the
     provisions of Article 3, then each Participant who elects to participate in
     the Plan will file such agreement on or before the first day of the payroll
     period for which the agreement is applicable (or at some other time as
     specified by the Plan Administrator). Such agreement will be effective for
     each payroll period thereafter until modified or amended.

     The terms of such agreement will provide that the Participant agrees to
     have the Employer withhold, each payroll period, any whole percentage of
     his Compensation (or such other amount as allowed by the Plan Administrator
     under rules applied on a uniform and nondiscriminatory basis), not to
     exceed the limitations of Article 7. In consideration of such agreement,
     the Employer periodically will make a contribution to the Participant's
     proper Account(s) in an amount equal to the total amount by which the
     Participant's Compensation from the Employer was reduced during applicable
     payroll periods pursuant to the Payroll Withholding Agreement.

     Notwithstanding the above, Payroll Withholding Agreements will be governed
     by the following general guidelines:

     (a)  A Payroll Withholding Agreement will apply to each payroll period
          during which an effective agreement is on file with the Employer. Upon
          termination of employment, such agreement will become void.

     (b)  The Plan Administrator will establish and apply guidelines concerning
          the frequency and timing of amendments or changes to Payroll
          Withholding Agreements. Notwithstanding the foregoing, a Participant
          may revoke his Payroll Withholding Agreement at any time and
          discontinue all future withholding.

     (c)  The Plan Administrator may amend or revoke its Payroll Withholding
          Agreement with any Participant at any time, if the Employer determines
          that such revocation or amendment is necessary to insure that a
          Participant's Annual Additions for any Plan Year will not exceed the
          limitations of Article 7 or to insure that the requirements of
          Sections 401(k) and 401(m) of the Code have been satisfied with
          respect to the amount which may be withheld and contributed on behalf
          of the Highly Compensated Group.

     (d)  Except as provided above, a Payroll Withholding Agreement may not be
          revoked or amended by the Participant or the Employer.


                                       1-8


<PAGE>   11



1.28 Plan, Plan and Trust, Trust

     The terms Plan, Plan and Trust and Trust mean Thomas Group, Inc. 401(k)
     Savings Plan. The Plan Identification Number is 003. The Plan is a profit
     sharing plan.

     The term Predecessor Plan means any qualified plan previously established
     and maintained by the Employer and to which this Plan is the successor.

1.29 Plan Administrator

     The Plan Administrator is the Thomas Group, Inc. 401(k) Plan Investment
     Committee.

1.30 Plan Year

     The Plan Year is the 12 month period beginning January 1 and ending
     December 31. The Limitation Year coincides with the Plan Year.

1.31 Reserved

1.32 Qualified Election

     Qualified Election means the designation of a specific Beneficiary other
     than the Participant's Surviving Spouse. Such Qualified Election must be in
     writing and must be consented to by the Participant's spouse. The spouse's
     written consent to a Qualified Election must be witnessed by a
     representative of the Plan Administrator or a notary public. Such consent
     will not be required if the Participant establishes to the satisfaction of
     the Plan Administrator that such written consent may not be obtained
     because there is no spouse, the spouse cannot be located or other
     circumstances that may be prescribed by Treasury Regulations. Any consent
     necessary under this provision will be valid only with respect to the
     spouse who signs the consent (or in the event of a deemed Qualified
     Election, the designated spouse). Additionally, a revocation of a prior
     Qualified Election may be made by a Participant without the consent of the
     spouse at any time before the commencement of benefits; however, any
     Qualified Election which follows such revocation must be in writing and
     must be consented to by the Participant's spouse. The number of Qualified
     Elections or revocations of such Qualified Elections will not be limited.

1.33 Related Employer

     The terms Related Employer and Affiliated Employer are used interchangeably
     and mean any other corporation, association, company or entity on or after
     the Effective Date which is, along with the Employer, a member of a
     controlled group of corporations (as defined in Code Section 414(b)), a
     group of trades or businesses which are under common control (as defined in
     Code Section 414(c)), an affiliated service group (as defined in Code
     Section 414(m)), or any organization or arrangement required to be
     aggregated with the Employer by Treasury Regulations issued under Code
     Section 414(o).

1.34 Required Beginning Date

     A Participant's Required Beginning Date for the commencement of benefit
     payments from the Plan is the April 1 immediately following the calendar
     year in which he attains age 70-1/2.

1.35 Surviving Spouse

     Surviving Spouse means a deceased Participant's spouse who was married to
     the Participant on the Participant's date of death. The Plan Administrator
     and the Trustee may rely conclusively on a Participant's written statement
     of his marital status. Neither the Plan Administrator nor the Trustee is
     required at any time to inquire into the validity of any marriage, the
     effectiveness of a common-law relationship or the claim of any alleged
     spouse which is inconsistent with the Participant's report of his marital
     status and the identity of his spouse.


                                       1-9


<PAGE>   12

1.36 Top-Heavy Definitions

     (a)  Aggregate Account 

          Aggregate Account means, with respect to each Participant, the value
          of all accounts maintained on behalf of the Participant, whether
          attributable to Employer or Employee contributions, used to determine
          Top-Heavy Plan status under the provisions of a defined contribution
          plan. A Participant's Aggregate Account as of the Determination Date
          will be the sum of:

            o  the balance of his Account(s) as of the most recent valuation
               date occurring within a 12-month period ending on the
               Determination Date (excluding any amounts attributable to
               deductible voluntary employee contributions); plus

            o  contributions that would be allocated as of a date not later
               than the Determination Date, even though those amounts are not
               yet made or required to be made; plus

            o  any Plan Distributions made within the Plan Year that includes
               the Determination Date or within the four preceding Plan Years.

     (b)  Aggregation Group Aggregation Group means either a Required
          Aggregation Group or a Permissive Aggregation Group as hereinafter
          determined.

          (1)  Required Aggregation Group Each plan of the Employer in which a
               Key Employee is a Participant, and each other plan of the
               Employer which enables any plan in which a Key Employee
               participates to meet the requirements of Code Section 401(a)(4)
               or 410, will be aggregated and the resulting group will be known
               as a Required Aggregation Group.

               Each plan in the Required Aggregation Group will be considered a
               Top-Heavy Plan if the Required Aggregation Group is a Top-Heavy
               Group. No plan in the Required Aggregation Group will be
               considered a Top-Heavy Plan if the Required Aggregation Group is
               not a Top-Heavy Group.

          (2)  Permissive Aggregation Group The Employer may also include any
               other plan not required to be included in the Required
               Aggregation Group, provided the resulting group (to be known as a
               Permissive Aggregation Group), taken as a whole, would continue
               to satisfy the provisions of Code Sections 401(a)(4) and 410.

               Only a plan that is part of the Required Aggregation Group will
               be considered a Top-Heavy Plan if the Permissive Aggregation
               Group is a Top-Heavy Group. No plan in the Permissive Aggregation
               Group will be considered a Top-Heavy Plan if the Permissive
               Aggregation Group is not a Top-Heavy Group.

               Only those plans of the Employer in which the Determination Dates
               fall within the same calendar year will be aggregated in order to
               determine whether the plans are Top-Heavy Plans.

     (c)  Determination Date

          Determination Date means the last day of the preceding Plan Year, or,
          in the case of the first Plan Year, the last day of the first Plan
          Year.



                                      1-10

<PAGE>   13



     (d)  Key Employee

          Key Employee means any Employee or former Employee (and his
          Beneficiary) who, at any time during the Plan Year or any of the
          preceding four Plan Years, was:

          (1)  A "Five Percent Owner" of the Employer. "Five Percent Owner"
               means any person who owns (or is considered as owning within the
               meaning of Code Section 318) more than 5% of the value of the
               outstanding stock of the Employer or stock possessing more than
               5% of the total combined voting power of all stock of the
               Employer. If the Employer is not a corporation, Five Percent
               Owner means any person who owns more than 5% of the capital or
               profits interest in the Employer. In determining percentage
               ownership hereunder, Related Employers will be treated as
               separate Employers; or

          (2)  A "One Percent Owner" of the Employer having Compensation from
               the Employer of more than $150,000. "One Percent Owner" means any
               person who owns (or is considered as owning within the meaning of
               Code Section 318) more than 1% of the value of the outstanding
               stock of the Employer or stock possessing more than 1% of the
               total combined voting power of all stock of the Employer. If the
               Employer is not a corporation, One Percent Owner means any person
               who owns more than 1% of the capital or profits interest in the
               Employer. In determining percentage ownership hereunder, Related
               Employers will be treated as separate Employers. However, in
               determining whether an individual has Compensation of more than
               $150,000, Compensation from each Related Employer will be taken
               into account.

          (3)  One of the 10 Employees having Compensation not less than the
               Defined Contribution Dollar Limit (as defined in Section 7.03(j)
               for the Plan Year) who owns (or is considered as owning within
               the meaning of Code Section 318) both greater than 1/2% interest
               and the largest interests in all Employers required to be
               aggregated under Code Sections 414(b), (c), (m) and (o);

          (4)  An officer (within the meaning of the regulations under Code
               Section 416) of the Employer having Compensation greater than 50%
               of the Defined Benefit Dollar Limit as defined in Section 7.03(f)
               for the Plan Year;

          For purposes of this Section, Compensation means Aggregate
          Compensation as defined in Section 7.03(a) plus any amounts
          contributed by the Employer pursuant to a salary reduction agreement
          which are excludable from the gross income of the Employee under Code
          Section 125, 402(a)(8), 402(h) or 403(b). Compensation in excess of
          the Statutory Compensation Limit is disregarded.

     (e)  Non-Key Employee

          Non-Key Employee means any Employee (and his Beneficiaries) who is not
          a Key Employee.

     (f)  Plan Distributions

          Plan distributions include distributions made before January 1, 1984,
          and distributions under a terminated plan which, if it had not been
          terminated, would have been required to be included in an aggregation
          group. However, distributions made after the valuation date and before
          the Determination Date are not included to the extent that they are
          already included in the Participant's Single Sum Benefit as of the
          valuation date.

          With respect to "unrelated" rollovers and plan-to-plan transfers
          (those which are both initiated by an employee and made from a plan
          maintained by one employer to a plan maintained by another employer),
          if such a rollover or plan-to-plan transfer is made from this Plan, it
          will be considered as a distribution for purposes of this Section. If
          such a rollover or plan-to-plan transfer is made to this Plan, it will
          not be considered as


                                      1-11


<PAGE>   14


          part of the Participant's Single Sum Benefit. However, an unrelated
          rollover or plan-to-plan transfer accepted before January 1, 1984,
          will be considered as part of the Participant's Single Sum Benefit.

          With respect to "related" rollovers and plan-to-plan transfers (those
          which are either not initiated by an employee or are made from one
          plan to another plan maintained by the same employer), if such a
          rollover or plan-to-plan transfer is made from this Plan, it will not
          be considered as a distribution for purposes of this Section. If such
          a rollover or plan-to-plan transfer is made to this Plan, it will be
          considered as part of the Participant's Single Sum Benefit.

     (g)  Present Value of Accrued Benefit

          In the case of the defined benefit plan, a Participant's Present Value
          of Accrued Benefit, for Top-Heavy determination purposes, will be
          determined using the following rules:

          (1)  The Present Value of Accrued Benefit will be determined as of the
               most recent "valuation date" within a 12-month period ending on
               the Determination Date.

          (2)  For the first Plan Year, the Present Value of Accrued Benefit
               will be determined as if (A) the Participant terminated service
               as of the Determination Date; or (B) the Participant terminated
               service as of the valuation date, but taking into account the
               estimated Present Value of Accrued Benefits as of the
               Determination Date.

          (3)  For any other Plan Year, the Present Value of Accrued Benefit
               will be determined as if the Participant terminated service as of
               the valuation date.

          (4)  The valuation date must be the same date used for computing the
               defined benefit plan minimum funding costs, regardless of whether
               a calculation is performed that plan year.

          (5)  A Participant's Present Value of Accrued Benefit as of a
               Determination Date will be the sum of:

                    o    the present value of his Accrued Benefit determined
                         using the actuarial assumptions which are specified
                         below; plus

                    o    any Plan Distributions made within the Plan Year that
                         includes the Determination Date or within the four
                         preceding Plan Years; plus

                    o    any employee contributions, whether voluntary or
                         mandatory. However, amounts attributable to qualified
                         voluntary employee contributions, as defined in Code
                         Section 219(e)(2) will not be considered to be a part
                         of the Participant's Present Value of Accrued Benefit.

               For purposes of this Section, the present value of a
               Participant's Accrued Benefit will be equal to the greater of the
               present value determined using the actuarial assumptions which
               are specified for Actuarial Equivalent purposes or the present
               value determined using the "Applicable Interest Rate." The
               Applicable Interest Rate is the rate or rates that would be used
               by the Pension Benefit Guaranty Corporation for a trusteed
               single-employer plan to value a Participant's or Beneficiary's
               benefit on the date of distribution (the "PBGC Rate"). If the
               present value using the PBGC Rate exceeds $25,000, the Applicable
               Interest Rate is 120% of the PBGC Rate. However, the use of 120%
               of the PBGC Rate will never result in a present value less than
               $25,000.


                                      1-12


<PAGE>   15


          (6)  Solely for the purpose of determining if this Plan (or any other
               plan included in a Required Aggregation Group of which this Plan
               is a part) is Top- Heavy, the Accrued Benefit of any Employee
               other than a Key Employee will be determined under

               (A)  the method, if any, that uniformly applies for accrual
                    purposes under all plans maintained by the Employer or any
                    Related Employer, or

               (B)  if there is no such method, as if the benefit accrued no
                    more rapidly than the slowest accrual rate permitted under
                    the fractional accrual rate of Code Section 411(b)(1)(C).

     (h)  Single Sum Benefit

          The Single Sum Benefit for any Participant in a defined benefit
          pension plan will be equal to his Present Value of Accrued Benefit.
          The Single Sum Benefit for any Participant in a defined contribution
          plan will be equal to his Aggregate Account.

     (i)  Top-Heavy Group

          Top-Heavy Group means an Aggregation Group in which, as of the
          Determination Date, the Single Sum Benefits of all Key Employees under
          all plans included in the group exceeds 60% of a similar sum
          determined for all Participants.

          Super Top-Heavy Group means an Aggregation Group in which, as of the
          Determination Date, the sum of (1) the Single Sum Benefits of all Key
          Employees under all defined benefit plans included in the group, plus
          (2) the Single Sum Benefit of all Key Employees under all defined
          contribution plans included in the group exceeds 90% of a similar sum
          determined for all Participants.

     (j)  Top-Heavy Plan

          This Plan will be a Top-Heavy Plan for any Plan Year beginning after
          December 31, 1983, in which, as of the Determination Date, the Single
          Sum Benefits of all Key Employees exceed 60% of the Single Sum
          Benefits of all Participants under this Plan.

          This Plan will be a Super Top-Heavy Plan for any Plan Year beginning
          after December 31, 1983, in which, as of the Determination Date, the
          Single Sum Benefits of all Key Employees exceed 90% of the Single Sum
          Benefits of all Participants under this Plan.

          If any Participant is a Non-Key Employee for a given Plan Year, but
          was a Key Employee for any prior Plan Year, the Participant's Single
          Sum Benefit will not be taken into account for purposes of determining
          whether this Plan is a Top-Heavy or Super Top-Heavy Plan (or whether
          any Aggregation Group which includes this Plan is a Top-Heavy or Super
          Top-Heavy Group).

          If an individual has performed no services for the Employer at any
          time during the 5-year period ending on the Determination Date, any
          Single Sum Benefit of such individual will not be taken into account
          for purposes of determining whether this Plan is a Top-Heavy or Super
          Top-Heavy Plan (or whether any Aggregation Group which includes this
          Plan is a Top-Heavy Group or Super Top-Heavy Group).

1.37 Trust Fund, Trust

     These terms mean the total cash, securities, real property, insurance
     contracts and any other property held by the Trustee.




                                      1-13

<PAGE>   16



1.38 Trustee

     The Trustee is Charles Schwab Trust Company (CSTC) or any successor
     Trustee, except that Lee Grubb and Alex Young or a successor trustee
     appointed by the Plan Sponsor is appointed as Trustee of certain GIC
     contracts that are not controlled by CSTC.

1.39 Vested Percentage

     A Participant's Vested Percentage as of a given date will be that
     percentage determined in accordance with the Vesting Schedule.
     Notwithstanding the preceding, a Participant will be 100% vested upon
     reaching the earlier of (a) his Normal Retirement Age or (b) the later of
     the date upon which the Participant attains age 65 or reaches the 5th
     anniversary of the date he commenced participation in the Plan.

1.40 Vesting Schedule

     A Participant's Vested Percentage will be determined in accordance with the
     following table:

<TABLE>
<CAPTION>
       Years of Vesting Service               Vested Percentage
       ------------------------               -----------------
<S>                                                   <C>
      Less than 1 Year                                0%
                1 Year                               20%
                2 Years                              40%
                3 Years                              60%
                4 Years                              80%
                5 Years or more                     100%
</TABLE>




1.41 Written Resolution

     The terms Written Resolution and Written Consent are used interchangeably
     and reflect decisions, authorizations, etc. by the Employer. A Written
     Resolution will be evidenced by a resolution of the Board of Directors of
     the Employer.

1.42 Year of Service

     (a)  Crediting Years of Service Years of Service are determined under the
          Elapsed Time Method. Under the Elapsed Time Method, Years of Service
          are based upon an Employee's Elapsed Time of employment irrespective
          of the number of hours actually worked during such period; a Year of
          Service (including a fraction thereof) will be credited for each
          completed 365 days of Elapsed Time which need not be consecutive. The
          following terms are used in determining Years of Service under the
          Elapsed Time Method: 

          (1)  Date of Severance (Termination) - means the earlier of (A) the
               actual date an Employee resigns, is discharged, dies or retires,
               or (B) the first anniversary of the date an Employee is absent
               from work (with or without pay) for any other reason, e.g.,
               disability, vacation, leave of absence, layoff, etc.

          (2)  Elapsed Time - means the total period of service which has
               elapsed between a Participant's Employment Commencement Date and
               Date of Termination including Periods of Severance where a One
               Year Break-in-Service does not occur.

          (3)  Employment Commencement Date - means the date an Employee first
               performs one Hour of Service for the Employer.

          (4)  One Year Break-in-Service - means any 365-day period following an
               Employee's Date of Termination as defined above in which the
               Employee does not complete at least one Hour of Service.

          (5)  Period of Severance - is the time between the actual Date of
               Severance as defined



amended September 1995                1-14


<PAGE>   17


               above and the subsequent date, if any, on which the Employee
               performs an Hour of Service.

          All periods of employment will be aggregated including Periods of
          Severance unless there is a One Year Break-in-Service.

          Years of Eligibility Service for purposes of determining eligibility
          to participate in the Plan and Years of Vesting Service for purposes
          of determining a Participant's Vested Percentage include service with
          any organization which is a Related Employer with respect to the
          Employer.

     (b)  For Eligibility Purposes

          Years of Service for purposes of eligibility to participate in the
          Plan are referred to as Years of Eligibility Service and are
          determined using the Elapsed Time Method.

          All of an Employee's Years of Eligibility Service are taken into
          account in determining his eligibility to participate.

     (c)  For Vesting Purposes

          Years of Service for purposes of computing a Participant's Vested
          Percentage are referred to as Years of Vesting Service and are
          determined using the Elapsed Time Method.

          All of a Participant's Years of Vesting Service are taken into account
          in determining his Vested Percentage.



                                      1-15


<PAGE>   18

                                    ARTICLE 2

                                  PARTICIPATION


2.01 Participation

     An Employee will become eligible to participate in the Plan on the Entry
     Date which coincides with or next follows the attainment of age 21.

     An Employee who is eligible to participate as of the Effective Date or as
     of a given Entry Date will automatically become a Participant as of such
     date. An Employee who is otherwise eligible to participate may irrevocably
     elect not to participate in the Plan. Any election under this paragraph
     must be in writing and according to guidelines established by the Plan
     Administrator.

2.02 Participation After Reemployment

     An Employee who has satisfied all of the eligibility requirements but
     terminates employment prior to his Entry Date will participate in the Plan
     immediately upon returning to the employ of the Employer.

     A Participant or Former Participant who has terminated employment will
     participate as an Active Participant in the Plan immediately upon returning
     to the employ of the Employer.

2.03 Change in Employment Classification

     In the event a Participant becomes ineligible to participate because he is
     no longer a member of an Eligible Employee Classification, the Participant
     will participate immediately upon his return to an Eligible Employee
     Classification.

     In the event an Employee who is not a member of an Eligible Employee
     Classification becomes a member of such a classification, such Employee
     will begin to participate immediately if he has satisfied the eligibility
     requirements which are specified in Section 2.01.



                                       2-1


<PAGE>   19

                                    ARTICLE 3

                              PARTICIPANT ACCOUNTS


3.01 Employee Pre-tax Account

     Employee Pre-tax Account means the Account of a Participant reflecting
     applicable contributions, investment income or loss allocated thereto and
     distributions. A Participant's Employee Pre-tax Account is 100% vested at
     all times.

     (a)  Employee Pre-tax Contributions

          (1)  Amount of Contribution Each Participant may elect to make an
               Employee Pre-tax Contribution each Contribution Period of not
               more than 15% of the Participant's Compensation.

          (2)  Payroll Withholding All Employee Pre-tax Contributions will be
               made pursuant to a Payroll Withholding Agreement in accordance
               with Section 1.27.

          (3)  Nondiscrimination Requirements All Employee Pre-tax Contributions
               are Elective Contributions within the meaning of Section 4.05(a)
               and must satisfy the Nondiscrimination Requirements of Section
               4.05.

          (4)  Excess Deferrals

               The maximum amount of Employee Pre-tax Contribution which can be
               made under the Plan on behalf of any Participant during any
               calendar year will be limited to that amount which would not
               constitute an Excess Deferral as defined in Section 4.05. The
               Plan Administrator will distribute any Excess Deferral, together
               with the income allocable to it, to the Participant no later than
               April 15 of the calendar year immediately following the year of
               the Excess Deferral. If a Participant notifies the Plan
               Administrator before March 1 of any calendar year that Excess
               Deferrals have been made on his account for the previous calendar
               year by reason of participation in a Cash or Deferred Arrangement
               maintained by another employer or employers, and if the
               Participant requests that the Plan Administrator distribute a
               specific amount to him on account of Excess Deferrals and
               certifies that the requested amount is an Excess Deferral, the
               Plan Administrator will designate the amount requested together
               with the income allocable to it as a distribution of Excess
               deferrals and distribute such amount no later than April 15 of
               that calendar year. The amount of Excess Deferrals to be
               distributed will be reduced by any Excess Contributions
               previously distributed or recharacterized with respect to the
               Plan Year beginning with or within the calendar year. The amount
               of income allocable to the Excess Deferral will be determined as
               described in Section 4.05.

          (5)  Timing of Deposits

               The Employer will deposit all Employee Pre-tax Contributions no
               later than 90 days after the date on which the amounts withheld
               would otherwise have been paid to the Participant in cash.

               The Contribution Period for Employee Pre-tax Contributions is
               each month.





                                       3-1

<PAGE>   20


     (b)  Distributions

          No distribution may be made from the Participant's Employee Pre-tax
          Account or any account comprised of Matching Contributions or
          Nonelective Contributions which are treated as Elective Contributions
          in accordance with the provisions of Section 4.05(h) except under one
          of the following circumstances:

               o    the Participant's attaining age 59 1/2;

               o    the Participant's retirement, death, disability or
                    termination of employment;

               o    the avoidance or alleviation of a Financial Hardship;

               o    the termination of this Plan without the establishment of a
                    successor plan within the meaning of Treasury Regulation
                    Section 1.401(k)-1(d)(3);

               o    the sale or other disposition by the Employer of at least 85
                    percent of the assets used by the Employer in a trade or
                    business to an unrelated corporation which does not maintain
                    the plan, but only if the Participant continues employment
                    with the corporation acquiring the assets and only if the
                    Employer continues to maintain this Plan; or

               o    the sale or other disposition by the Employer of its
                    interest in a subsidiary to an unrelated entity which does
                    not maintain the plan, but only if the Participant continues
                    employment with the subsidiary and only if the Employer
                    continues to maintain this Plan.

          This paragraph does not apply to distributions of Excess Deferrals,
          Excess Contributions, or excess Annual Additions.

     (c)  Financial Hardship Withdrawals

          A Participant may file with the Plan Administrator a written request
          to withdraw, in order to avoid or alleviate a Financial Hardship, any
          amount not to exceed that portion of his Employee Pre-tax Account
          which represents his total Employee Pre-tax Contributions.

          The Plan Administrator will allow Financial Hardship withdrawals only
          if they are necessary to satisfy a Participant's immediate and heavy
          financial need.

          (1)  Immediate and Heavy Financial Need A withdrawal will be deemed to
               be made due to an immediate and heavy financial need of the
               Participant if it is made because of:

               o    Expenses for medical care described in Code Section 213(d)
                    previously incurred by the Participant, his spouse or any of
                    his dependents (as defined in Code Section 152) or necessary
                    for these persons to obtain medical care described in Code
                    Section 213(d);

               o    Costs directly related to the purchase (excluding mortgage
                    payments) of a principal residence for the Participant;

               o    Payment of tuition or educational fees for the next 12
                    months of post-secondary education for the Participant, his
                    spouse, children or dependents (as defined in Code Section
                    152);

               o    Prevention of the eviction of the Participant from his
                    principal residence or foreclosure on the mortgage of the
                    Participant's principal residence.

                                       3-2


<PAGE>   21



          (2)  Necessary To Satisfy Financial Need No withdrawal may exceed the
               amount necessary to satisfy the Participant's immediate and heavy
               financial need. However, the amount of an immediate and heavy
               financial need may include any amounts necessary to pay any
               federal, state or local income taxes or penalties reasonably
               anticipated to result from the distribution. The Plan
               Administrator will allow the withdrawal if it determines, after a
               full review of the Participant's written request and evidence
               presented by the Participant showing immediate and heavy
               financial need as well as the Participant's lack of other
               reasonably available resources, that the withdrawal is necessary
               to satisfy the need. No withdrawal will be treated as necessary
               to the extent it can be satisfied from other resources which are
               reasonably available to the Participant, including those of the
               Participant's spouse and minor children. A withdrawal will be
               treated as necessary to the extent the Participant demonstrates
               to the satisfaction of the Plan Administrator that the need
               cannot be relieved by any of the following:

               o    Reimbursement or compensation by insurance or otherwise;

               o    Reasonable liquidation of assets to the extent the
                    liquidation would not itself cause an immediate and heavy
                    financial need;

               o    Cessation of Employee Pre-tax Contributions or Employee
                    Contributions (as defined in Section 4.05(a)) or both under
                    any plan maintained by any employer;

               o    Other distributions or nontaxable (at the time of the loan)
                    loans from plans maintained by any employer;

               o    Borrowing from commercial sources on reasonable commercial
                    terms.

               Unless the Plan Administrator has evidence to the contrary, it
               may rely upon the Participant's written representation that the
               need cannot be relieved by any of the foregoing.

          (3)  Safe Harbor

               The Plan Administrator will not allow any withdrawal until the
               Participant has obtained all distributions, other than hardship
               distributions, and all nontaxable loans currently available to
               the Participant under all plans maintained by the Employer. Upon
               the withdrawal of any portion of a Participant's Employee Pre-tax
               Account, the Participant will become ineligible for any Elective
               Contribution to this Plan or any other plan maintained by the
               Employer, or to make any contribution to this Plan or any other
               plan maintained by the Employer until the first day of the first
               payroll period which begins not less than 12 months following the
               date of withdrawal. For this purpose the phrase "any other plan
               maintained by the Employer" means all qualified and nonqualified
               plans of deferred compensation maintained by the Employer. The
               phrase includes stock option, stock purchase, or similar plans,
               or a cash or deferred arrangement that is part of a cafeteria
               plan within the meaning of Code Section 125. It does not include
               the mandatory employee contribution portion of a defined benefit
               plan, nor does it include a health or welfare benefit plan
               (including one that is part of a cafeteria plan within the
               meaning of Code Section 125). Furthermore, the maximum amount of
               Employee Pre-tax Contributions which can be made under the Plan
               on behalf of any Participant during the calendar year which
               follows the calendar year in which the withdrawal was made will
               be limited to the amount which would not be treated as an Excess
               Deferral for that year reduced by the amount of Employee Pre-tax
               Contributions made on behalf of the Participant in the calendar
               year of withdrawal.


                                       3-3


<PAGE>   22



               The withdrawal of any portion of a Participant's Employee Pre-tax
               Account will interrupt the Participant's status as an Active
               Participant in the Plan, reinstatement of which may not be
               established until the first day of the Accounting Period next
               following the date of withdrawal.

3.02 Employer Matching Account

     Employer Matching Account means the Account of a Participant reflecting
     applicable contributions, forfeitures, investment income or loss allocated
     thereto and distributions. A Participant's Employer Matching Account is
     subject to the Vesting Schedule.

     (a)  Matching Contributions Each Plan Year, the Employer may, within the
          time prescribed by law for making a deductible contribution, make a
          Matching Contribution to the Trust.

          For a given Plan Year, the total Matching Contribution, if any, made
          by the Employer will be an amount determined and authorized by the
          Employer for such Plan Year; however, the Employer will not authorize
          Matching Contributions at such times or in such amounts that the Plan,
          in operation, discriminates in favor of Highly Compensated Employees.

          The Matching Contribution to be made to an Eligible Participant's
          Employer Matching Account will be in accordance with the following
          schedule:

<TABLE>
<CAPTION>
                                             Matching Contribution
         Years of                           as a Percentage of the       
    Benefit Service                      Employee Pre-tax Contribution   
    ---------------                      -----------------------------   
<S>                                                  <C>
           0-3                                         10%
          >4-5                                         25%
          >6-10                                        50%
          >11+                                         75%
</TABLE>

          If the sum of the target Matching Contributions to be made for all
          Participants is less than or greater than the total Matching
          Contribution made by the Employer in accordance with the provisions of
          this Section, then the actual Matching Contribution allocated to each
          Eligible Participant's Employer Matching Account will be adjusted
          proratably so that the sum of the actual Matching Contributions made
          for all Participants is equal to the total Matching Contribution made
          by the Employer.

          All Matching Contributions are Matching Contributions within the
          meaning of Section 4.05(a) and must satisfy the Nondiscrimination
          Requirements of Section 4.05.

     (b)  Contribution Period

          The Contribution Period for Matching Contributions is each calendar
          year.





amended September 1995                3-4



<PAGE>   23




     (c)  Application of Forfeitures

          Forfeitures from a Participant's Employer Matching Account will be
          used to reduce Matching Contributions in the Plan Year in which the
          Forfeitures are determined to occur.

     (d)  Withdrawals

          A Participant who is 100% vested in his Employer Matching Account and
          has attained age 59-1/2 may withdraw all or any portion of his
          Employer Matching Account subject to the limitations of this Section.
          A Participant who is less than 100% vested in his Employer Matching
          Account or has not attained age 59-1/2 may not withdraw any portion of
          his Employer Matching Account prior to the time when benefits
          otherwise become payable in accordance with the provisions of Article
          5.

3.03 Profit Sharing Account

     Profit Sharing Account means the Account of a Participant reflecting
     applicable contributions, forfeitures, investment income or loss allocated
     thereto and distributions. A Participant's Profit Sharing Account is
     subject to the Vesting Schedule.

     (a)  Profit Sharing Contributions

          Each Plan Year, the Employer may, within the time prescribed by law
          for making a deductible contribution, make a Profit Sharing
          Contribution to the Trust.

          For a given Plan Year, the total Profit Sharing Contribution, if any,
          made by the Employer will be an amount determined and authorized by
          the Employer for such Plan Year; however, the Employer will not
          authorize Profit Sharing Contributions at such times or in such
          amounts that the Plan, in operation, discriminates in favor of Highly
          Compensated Employees.

          The total Profit Sharing Contribution made by the Employer will be
          allocated by the ratio which each Eligible Participant's Compensation
          bears to the total Compensation of all Eligible Participants.

     (b)  Contribution Period

          The Contribution Period for Profit Sharing Contributions is each
          calendar year.

     (c)  Application of Forfeitures

          Forfeitures from a Participant's Profit Sharing Account will be added
          to and allocated along with Profit Sharing Contributions in the Plan
          Year in which the Forfeitures are determined to occur.

     (d)  Minimum Allocation for Top-Heavy Plan

          Notwithstanding anything contained herein to the contrary, for any
          Plan Year in which this Plan is determined to be Top-Heavy, a
          Participant (including any Employee who is excluded from the Plan
          because his Compensation is less than a stated amount) will be
          entitled to a minimum allocation of Profit Sharing Contributions equal
          to 3% of the Participant's Aggregate Compensation received during the
          Plan Year. This minimum allocation will be provided to each
          Participant who is employed by the Employer on the last day of the
          Plan Year whether or not he or she is an otherwise Eligible
          Participant or fails to make any mandatory Employee contribution to
          the Plan.

          The percentage referred to in the preceding paragraph will not exceed
          the percentage of Aggregate Compensation at which Profit Sharing
          Contributions are made or allocated to the Key Employee for whom such
          percentage is the largest; provided, however, this sentence will not
          apply if the Plan is required to be included in an Aggregation Group
          to meet the requirements of Code Sections 401(a)(4) or 410.

                                       3-5

<PAGE>   24

     (e)  Withdrawals

          A Participant who is 100% vested in his Profit Sharing Account and has
          attained age 59-1/2 may withdraw all or any portion of his Profit
          Sharing Account subject to the limitations of this Section. A
          Participant who is less than 100% vested in his Profit Sharing Account
          or has not attained age 59-1/2 may not withdraw any portion of his
          Profit Sharing Account prior to the time when benefits otherwise
          become payable in accordance with the provisions of Article 5.

3.04 Rollover Account

     Rollover Account means the Account of a Participant reflecting applicable
     contributions, investment income or loss allocated thereto and
     distributions. A Participant's Rollover Account is 100% vested at all
     times.

     (a)  Rollover Contributions

          Rollover Contribution means a contribution to the Plan by a
          Participant where such contribution is the result of a prior
          distribution from an Individual Retirement Account, an Individual
          Retirement Annuity or another qualified plan. Such prior contribution
          must be a rollover amount described in Section 402(c)(4) of the Code
          or a contribution described in Section 408(d)(3) of the Code.

          Each Employee who is a member of an Eligible Employee Classification,
          regardless of whether he is a Participant in the Plan, will have the
          right to make a Rollover Contribution of cash (or other property of a
          form acceptable to the Plan Administrator and the Trustee) into the
          Plan from another qualified plan. If the Employee is not a Participant
          hereunder, his Rollover Account will constitute his entire interest in
          the Plan. In no event will the existence of a Rollover Account entitle
          the Employee to participate in any other benefit provided by the Plan.

          If specifically provided for in a Written Resolution, Rollover
          Contribution will also mean the amount of assets transferred, pursuant
          to Section 10.05, to this Plan from another plan which is qualified
          under Code Sections 401(a) and 501(a).

     (b)  Withdrawals

          A Participant may withdraw all or any portion of his Rollover Account
          prior to the time in accordance with the provisions of Article 5.





                                       3-6

<PAGE>   25


                                    ARTICLE 4

                            ACCOUNTING AND VALUATION


4.01 General Powers of the Plan Administrator

     The Plan Administrator will have the power to establish rules and
     guidelines, which will be applied on a uniform and non-discriminatory
     basis, as it deems necessary, desirable or appropriate with regard to
     accounting procedures and to the timing and method of contributions to
     and/or withdrawals from the Plan.

4.02 Valuation Procedure

     As of each Valuation Date, the Plan Administrator will determine from the
     Trustee the fair market value of Trust assets and will, subject to the
     provisions of this Article, determine the allocation of such value among
     the Accounts of the Participants; in doing so, the Plan Administrator will
     in the following order:

     (a)  Credit or charge, as appropriate, to the proper Accounts all
          contributions, payments, transfers, forfeitures, withdrawals or other
          distributions made to or from such Accounts since the last preceding
          Valuation Date and that have not been previously credited or charged.

     (b)  Credit or charge, as applicable, each Account with its pro rata
          portion of the appreciation or depreciation in the fair market value
          of the Trust Fund since the prior Valuation Date. Such appreciation or
          depreciation will reflect investment income, realized and unrealized
          gains and losses, other investment transactions and expenses paid from
          the Trust Fund.

4.03 Reserved

4.04 Participant Direction of Investment

     (a)  Application of this Section Subject to the provisions of this Section,
          each Participant will have the right to direct the investment of all
          of his Accounts among the Specific Investment Funds which are made
          available by the Plan Administrator.

     (b)  General Powers of the Trustee The Trustee will have the power to
          establish rules and guidelines as it deems necessary, desirable or
          appropriate with regard to the directed investment of contributions in
          accordance with this Section. Such rules and guidelines are intended
          to comply with Section 404(c) of ERISA and the regulations thereunder.
          Included in such powers, but not by way of limitation, are the
          following powers and rights.

          (1)  To temporarily invest those contributions which are pending
               directed investment in a Specific Investment Fund, in the General
               Investment Fund or in some other manner as determined by the
               Trustee.

          (2)  To establish rules with regard to the transfer of all or any part
               of the balance of an Account or Accounts of a given Participant
               from one Investment Fund to another.

          (3)  To maintain any part of the assets of any Investment Fund in
               cash, or in demand or short-term time deposits bearing a
               reasonable rate of interest, or in a short-term investment fund
               that provides for the collective investment of cash balances or
               in


                                       4-1


<PAGE>   26


               other cash equivalents having ready marketability, including, but
               not limited to, U.S. Treasury Bills, commercial paper,
               certificates of deposit, and similar types of short-term
               securities, as may be deemed necessary by the Trustee in its sole
               discretion.

          The Trustee will not be liable for any loss that results from a
          Participant's exercise of control over the investment of the
          Participant's Accounts. If the Participant fails to provide adequate
          directions, the Plan Administrator will direct the investment of the
          Participant's Account. The Trustee will have no duty to review or make
          recommendations regarding a Participant's investment directions.

     (c)  Accounting

          The Plan Administrator will maintain a set of accounts for each
          Investment Fund. The accounts of the Plan Administrator for each
          Investment Fund will indicate separately the dollar amounts of all
          contributions made to such Investment Fund by or on behalf of each
          Participant from time to time. The Plan Administrator will compute the
          net income from investments; net profits or losses arising from the
          sale, exchange, redemption, or other disposition of assets, and the
          prorata share attributable to each Investment Fund of the expenses of
          the administration of the Plan and Trust and will debit or credit, as
          the case may be, such income, profits or losses, and expenses to the
          unsegregated balance in each Investment Fund from time to time. To the
          extent that the expenses of the administration of the Plan and Trust
          are not directly attributable to a given Investment Fund, such
          expenses, as of a given Valuation Date, will be prorated among each
          Investment Fund; such allocation of expenses will, in general, be
          performed in accordance with the guidelines which are specified in
          this Article.

     (d)  Future Contributions 

          Each Participant who chooses to participate in the Plan will elect the
          percentage of those contributions which are subject to Participant
          direction of investment which is to be deposited to each available
          Investment Fund. Such election will be in effect until modified. If
          any Participant fails to make an election by the appropriate date, he
          will be deemed to have elected an Investment Fund(s) as determined by
          the Plan Administrator. Elections will be limited to multiples of one
          percent (or such other reasonable increments as determined by the Plan
          Administrator).

     (e)  Change in Investment of Past Contributions

          A Participant may file an election with the Plan Administrator to
          shift the aggregate amount or reasonable increments (as determined by
          the Plan Administrator) of the balance of his existing Account or
          Accounts which are subject to Participant direction of investment
          among the various Investment Funds as of the first day of each
          Accounting Period (or such other time or times as determined by the
          Plan Administrator). Elections will be limited to multiples of one
          percent (or such other reasonable increments as determined by the Plan
          Administrator).

     (f)  Changes in Investment Elections

          Elections with respect to future contributions and/or with respect to
          changes in the investment of past contributions will be in writing on
          a form provided by the Plan Administrator, except that each
          Participant may authorize the Plan Administrator in writing on an
          authorization form provided by the Plan Administrator to accept such
          directions as may be made by the Participant by use of a telephone
          voice response system maintained for such purpose.

          The Plan Administrator may establish additional rules and procedures
          with respect to investment election changes including, for example,
          the number of allowed changes per


                                       4-2


<PAGE>   27



          specified period, the amount of reasonable fee, if any, which will be
          charged to the Participant for making a change, specified dates or
          cutoff dates for making a change, etc.

     (g)  Addition and Deletion of Specific Investment Funds

          Specific Investment Funds may be made available from time to time by
          the Trustee. Specific Investment Funds, as are from time to time made
          available by the Trustee, may be deleted or added from time to time by
          the Plan Administrator. The Plan Administrator will establish
          guidelines for the proper administration of affected Accounts when a
          Specific Investment Fund is added or deleted.

4.05  Nondiscrimination Requirements

     (a)  Definitions Applicable to the Nondiscrimination Requirements 

          The following definitions apply to this Section:

          (1)  Aggregate Limit

               With respect to a given Plan Year, Aggregate Limit means the
               greater of the sum of [(A) + (B)] or the sum of [(C) + (D)]
               where:

               (A)  is equal to 125% of the greater of DP or CP;

               (B)  is equal to 2 percentage points plus the lesser of DP or CP,
                    not to exceed 2 times the lesser of DP or CP;

               (C)  is equal to 125% of the lesser of DP or CP;

               (D)  is equal to 2 percentage points plus the greater of DP or
                    CP, not to exceed 2 times the greater of DP or CP;

               DP represents the Deferral Percentage for the Non-highly
                    Compensated Group eligible under the Cash or Deferred
                    Arrangement for the Plan Year; and

               CP represents the Contribution Percentage for the Non-highly
                    Compensated Group eligible under the plan providing for the
                    Employee Contributions or Employer Matching Contributions
                    for the Plan Year beginning with or within the Plan Year of
                    the Cash or Deferred Arrangement.

          (2)  Cash or Deferred Arrangement (CODA) 

               A Cash or Deferred Election is any election (or modification of
               an earlier election) by an Employee to have the Employer either:

                    o    provide an amount to the Employee in the form of cash
                         or some other taxable benefit that is not currently
                         available, or

                    o    contribute an amount to the Plan (or provide an accrual
                         or other benefit) thereby deferring receipt of
                         Compensation.

               A Cash or Deferred Election will only be made with respect to an
               amount that is not currently available to the Employee on the
               date of election. Further, a Cash or Deferred Election will only
               be made with respect to amounts that would have (but for the Cash
               or Deferred Election) become currently available after the later
               of the date on which the Employer adopts the Cash or Deferred
               Arrangement or the date on which the arrangement first becomes
               effective.


                                       4-3

<PAGE>   28

               A Cash or Deferred Election does not include a one-time
               irrevocable election upon the Employee's commencement of
               employment or first becoming an Eligible Employee.

          (3)  Compensation 

               For purposes of this Section, Compensation means Aggregate
               Compensation as defined in Section 7.03(a) plus amounts
               contributed by the Employer pursuant to a salary reduction
               agreement which are excludable from the gross income of the
               Employee under Code Section 125, 402(a)(8), 402(h) or 403(b).
               Compensation in excess of the Statutory Compensation Limit is
               disregarded.

               The period used to determine an Employee's Compensation for a
               Plan Year may be limited to that portion of the Plan Year in
               which the Employee was an Eligible Employee, provided that this
               method is applied uniformly to all Eligible Employees under the
               Plan for the Plan Year.

          (4)  Contribution Percentage 

               Contribution Percentage means, for any specified group, the
               average of the ratios calculated (to the nearest one-hundredth of
               one percent) separately for each Participant in the group, of the
               amount of Employee Contributions and Matching Contributions which
               are made by or on behalf of each Participant for a Plan Year to
               each Participant's Compensation for the Plan Year.

               For purposes of determining the Contribution Percentage, each
               Employee who is eligible under the terms of the Plan to make or
               to have contributions made on his behalf is treated as a
               Participant. The Contribution Percentage of an eligible Employee
               who makes no Employee Contribution and receives no Matching
               Contribution is zero.

               For purposes of determining the Contribution Percentage of a
               Participant who is a Highly Compensated Employee, the
               Compensation of and all Employee Contributions and Matching
               Contributions for the Participant include, in accordance with the
               provisions of Section 4.05(d), the Compensation of and all
               Employee Contributions and Matching Contributions for any Family
               Member of the Participant.

               The Contribution Percentage of a Participant who is a Highly
               Compensated Employee for the Plan Year and who is eligible to
               make Employee Contributions or receive an allocation of Matching
               Contributions (including Elective Contributions and Nonelective
               Contributions which are treated as Employee or Matching
               Contributions for purposes of the Contribution Percentage Test)
               allocated to his accounts under two or more plans which are
               sponsored by the Employer will be determined as if the Employee
               and Matching Contributions were made under a single plan. For
               purposes of this paragraph, if a Highly Compensated Employee
               participates in two or more such plans which have different Plan
               Years, all plans ending with or within the same calendar year
               will be treated as a single plan.

          (5)  Contribution Percentage Test 

               The Contribution Percentage Test is a test applied on a Plan Year
               basis to determine whether a plan meets the requirements of Code
               Section 401(m). The Contribution Percentage Test may be met by
               either satisfying the General Contribution Percentage Test or the
               Alternative Contribution Percentage Test.

               The General Contribution Percentage Test is satisfied if the
               Contribution Percentage for the Highly Compensated Group does not
               exceed 125% of the Contribution Percentage for the Non-highly
               Compensated Group.


                                       4-4



<PAGE>   29


               The Alternative Contribution Percentage Test is satisfied if the
               Contribution Percentage for the Highly Compensated Group does not
               exceed the lesser of:

                    o    the Contribution Percentage for the Non-highly
                         Compensated Group plus 2 percentage points, or

                    o    the Contribution Percentage for the Non-highly
                         Compensated Group multiplied by 2.0.

               If (i) one or more Highly Compensated Employees of the Employer
               or any Related Employer are eligible to participate in both a
               Cash or Deferred Arrangement and a plan which provides for
               Employee Contributions or Matching Contributions, (ii) the
               Deferral Percentage for the Highly Compensated Group does not
               satisfy the General Deferral Percentage Test, and (iii) the
               Contribution Percentage for the Highly Compensated Group does not
               satisfy the General Contribution Percentage Test, then the
               Contribution Percentage Test will be deemed to be satisfied only
               if the sum of the Deferral Percentage and the Contribution
               Percentage for the Highly Compensated Group does not exceed the
               Aggregate Limit.

               The Plan will not fail to satisfy the Contribution Percentage
               test merely because all of the Eligible Employees under the Plan
               for a Plan Year are Highly Compensated Employees.

          (6)  Deferral Percentage 

               Deferral Percentage means, for any specified group, the average
               of the ratios calculated (to the nearest one-hundredth of one
               percent) separately for each Participant in the group, of the
               amount of Elective Contributions which are made on behalf of each
               Participant for a Plan Year to each Participant's Compensation
               for the Plan Year.

               For purposes of determining the Deferral Percentage, each
               Employee who is eligible under the terms of the Plan to have
               contributions made on his behalf is treated as a Participant. The
               Deferral Percentage of an eligible Employee who makes no Elective
               Contribution is zero.

               For purposes of determining the Deferral Percentage of a
               Participant who is a Highly Compensated Employee, the
               Compensation of and Elective Contributions for the Participant
               include, in accordance with the provisions of Section 4.05(d),
               the Compensation and all Elective Contributions for any Family
               Member of the Participant.

               The Deferral Percentage of a Participant who is a Highly
               Compensated Employee for the Plan Year and who is eligible to
               have Elective Contributions (including Nonelective Contributions
               or Matching Contributions which are treated as Elective
               Contributions for purposes of the Deferral Percentage Test)
               allocated to his accounts under two or more Cash or Deferred
               Arrangements which are maintained by the Employer will be
               determined as if the Elective Contributions were made under a
               single Arrangement. For purposes of this paragraph, if a Highly
               Compensated Employee participates in two or more Cash or Deferred
               Arrangements which have different Plan Years, all Cash or
               Deferred Arrangements ending with or within the same calendar
               year will be treated as a single Arrangement.





                                       4-5



<PAGE>   30



          (7)  Deferral Percentage Test 

               The Deferral Percentage Test is a test applied on a Plan Year
               basis to determine whether a plan meets the requirements of Code
               Section 401(k). The Deferral Percentage Test may be met by either
               satisfying the General Deferral Percentage Test or the
               Alternative Deferral Percentage Test.

               The General Deferral Percentage Test is satisfied if the Deferral
               Percentage for the Highly Compensated Group does not exceed 125%
               of the Deferral Percentage for the Non-highly Compensated Group.

               The Alternative Deferral Percentage Test is satisfied if the
               Deferral Percentage for the Highly Compensated Group does not
               exceed the lesser of:

                    o    the Deferral Percentage for the Non-highly Compensated
                         Group plus 2 percentage points, or

                    o    the Deferral Percentage for the Non-highly Compensated
                         Group multiplied by 2.0.

               If (i) one or more Highly Compensated Employees of the Employer
               or any Related Employer are eligible to participate in both a
               Cash or Deferred Arrangement and a plan which provides for
               Employee Contributions or Matching Contributions, (ii) the
               Deferral Percentage for the Highly Compensated Group does not
               satisfy the General Deferral Percentage Test, and (iii) the
               Contribution Percentage for the Highly Compensated Group does not
               satisfy the General Contribution Percentage Test, then the
               Deferral Percentage Test will be deemed to be satisfied only if
               the sum of the Deferral Percentage and the Contribution
               Percentage for the Highly Compensated Group does not exceed the
               Aggregate Limit.

               The Plan will not fail to satisfy the Deferral Percentage test
               merely because all of the Eligible Employees under the Plan for a
               Plan Year are Highly Compensated Employees.

          (8)  Elective Contribution 

               Elective Contribution means any contribution made by the Employer
               to a Cash or Deferred Arrangement on behalf of and at the
               election of an Employee. An Elective Contribution will be taken
               into account for a given Plan Year only if:

                    o    The Elective Contribution is allocated to the
                         Participant's Account as of a date within the Plan Year
                         to which it relates;

                    o    The allocation is not contingent upon the Employee's
                         participation in the Plan or performance of services on
                         any date after the allocation date;

                    o    The Elective Contribution is actually paid to the trust
                         no later than 12 months after the end of the Plan Year
                         to which the Elective Contribution relates; and

                    o    The Elective Contribution relates to Compensation which
                         either (i) but for the Participant's election to defer,
                         would have been received by the Participant in the Plan
                         Year or (ii) is attributable to services performed by
                         the Participant in the Plan Year and, but for the
                         Participant's election to defer,


                                       4-6


<PAGE>   31

                         would have been received by the Participant within two 
                         and one-half months after the close of the Plan Year.

               Elective Contributions will be treated as Employer Contributions
               for purposes of Code Sections 401(a), 401(k), 402(a), 404, 409,
               411, 412, 415, 416, and 417.

          (9)  Elective Deferral

               Elective Deferral means the sum of the following:

                    o    Any Elective Contribution to any Cash or Deferred
                         Arrangement to the extent it is not includable in the
                         Participant's gross income for the taxable year of
                         contribution;

                    o    Any employer contribution to a simplified employee
                         pension as defined in Code Section 408(k) to the extent
                         not includable in the Participant's gross income for
                         the taxable year of contribution;

                    o    Any employer contribution to an annuity contract under
                         Code Section 403(b) under a salary reduction agreement
                         to the extent not includable in the Participant's gross
                         income for the taxable year of contribution; plus

                    o    Any employee contribution designated as deductible
                         under a trust described in Code Section 501(c)(18) for
                         the taxable year of contribution.

          (10) Eligible Employee 

               Eligible Employee means an Employee who is directly or indirectly
               eligible to make a Cash or Deferred Election under the Plan for
               all or a portion of the Plan Year. An Employee who is unable to
               make a Cash or Deferred Election because the Employee has not
               contributed to another plan is also an Eligible Employee. An
               Employee who would be eligible to make Elective Contributions but
               for a suspension due to a distribution, a loan, or an election
               not to participate in the Plan, is treated as an Eligible
               Employee for purposes of Code Section 401(k)(3) and 401(m) for a
               Plan Year even though the Employee may not make a Cash or
               Deferred Election due to the suspension. Also, an Employee will
               not fail to be treated as an Eligible Employee merely because the
               employee may receive no additional Annual Additions because of
               Code Section 415(c)(1) or 415(e).

          (11) Employee Contribution 

               Employee Contribution means any contribution made by an Employee
               to any plan maintained by the Employer or any Related Employer
               which is other than an Elective Contribution and which is
               designated or treated at the time of contribution as an after-tax
               contribution. Employee Contributions include amounts attributable
               to Excess Contributions which are recharacterized as Employee
               Contributions.

          (12) Excess Contribution 

               Excess Contribution means, for each member of the Highly
               Compensated Group, the amount of Elective Contribution (including
               any Qualified Nonelective Contributions and Qualified Matching
               Contributions which are treated as Elective Contributions) which
               exceeds the maximum contribution which could be made if the
               Deferral Percentage Test were to be satisfied.



                                       4-7



<PAGE>   32


          (13) Excess Aggregate Contribution 

               Excess Aggregate Contribution means, for each member of the
               Highly Compensated Group, the amount of Employee and Matching
               Contributions (including any Qualified Nonelective Contributions
               and Elective Contributions which are treated as Matching
               Contributions) which exceeds the maximum contribution which could
               be made if the Contribution Percentage Test were to be satisfied.

          (14) Excess Deferral 

               Excess Deferral means, for a given calendar year, that amount by
               which each Participant's total Elective Deferrals under all plans
               of all employers exceed the dollar limit in effect under Code
               Section 402(g) for the calendar year.

          (15) Matching Contribution 

               Matching Contribution means any contribution made by the Employer
               to any plan maintained by the Employer or any Related Employer
               which is based on an Elective Contribution or an Employee
               Contribution together with any forfeiture allocated to the
               Participant's Account on the basis of Elective Contributions,
               Employee Contributions or Matching Contributions. A Matching
               Contribution will be taken into account for a given Plan Year
               only if:

                    o    The Matching Contribution is allocated to a
                         Participant's Account as of a date within the Plan Year
                         to which it relates;

                    o    The allocation is not contingent upon the Employee's
                         participation in the Plan or performance of services on
                         any date after the allocation date;

                    o    The Matching Contribution is actually paid to the Trust
                         no later than 12 months after the end of the Plan Year
                         to which the Matching Contribution relates; and

                    o    The Matching Contribution is based on an Elective or
                         Employee Contribution for the Plan Year.

               Any contribution or allocation, other than a Qualified
               Nonelective Contribution, which is used to meet the minimum
               contribution or benefit requirement of Code Section 416 is not
               treated as being based on Elective Contributions or Employee
               Contributions and therefore is not treated as a Matching
               Contribution.

               Qualified Matching Contribution means a Matching Contribution
               which is 100% vested and may be withdrawn or distributed only
               under the conditions described in Treasury Regulation
               1.401(k)-1(d).

          (16) Nonelective Contribution 

               Nonelective Contribution means any Employer Contribution, other
               than a Matching Contribution, which meets all of the following
               requirements:

                    o    The Nonelective Contribution is allocated to a
                         Participant's Account as of a date within the Plan Year
                         to which it relates;

                    o    The allocation is not contingent upon the Employee's
                         participation in the Plan or performance of services on
                         any date after the allocation date;



                                       4-8

<PAGE>   33


                    o    The Nonelective Contribution is actually paid to the
                         Trust no later than 12 months after the end of the Plan
                         Year to which the Nonelective Contribution relates; and

                    o    The Employee may not elect to have the Nonelective
                         Contribution paid in cash in lieu of being contributed
                         to the Plan.

               Qualified Nonelective Contribution means a Nonelective
               Contribution which is 100% vested and may be withdrawn or
               distributed only under the conditions described in Treasury
               Regulation 1.401(k)-1(d).

     (b)  Application of Deferral Percentage Test 

          All Elective Contributions, including any Elective Contributions which
          are treated as Employee or Matching Contributions with respect to the
          Contribution Percentage Test, must satisfy the Deferral Percentage
          Test. Furthermore, any Elective Contributions which are not treated as
          Employee or Matching Contributions with respect to the Contribution
          Percentage Test must satisfy the Deferral Percentage Test. The Plan
          Administrator will determine as soon as administratively feasible
          after the end of the Plan Year whether the Deferral Percentage Test
          has been satisfied. If the Deferral Percentage Test is not satisfied,
          the Employer may elect to make an additional contribution to the Plan
          on account of the Non-highly Compensated Group. The additional
          contribution will be treated as a Nonelective Contribution.

          If the Deferral Percentage Test is not satisfied after any Nonelective
          Contributions, the Plan Administrator may, in its sole discretion,
          recharacterize all or any portion of the Excess Contribution of each
          Highly Compensated Employee as an Employee Contribution if Employee
          Contributions are otherwise allowed by the Plan. If so, the Plan
          Administrator will notify all affected Participants and the Internal
          Revenue Service of the amount recharacterized no later than the 15th
          day of the third month following the end of the Plan Year in which the
          Excess Contribution was made. Excess Contributions will be includable
          in the Participant's gross income on the earliest date any Elective
          Contribution made on behalf of the Participant during the Plan Year
          would have been received by the Participant had the Participant
          elected to receive the amount in cash. Recharacterized Excess
          Contributions will continue to be treated as Employer Contributions
          that are Elective Contributions for all other purposes under the Code,
          including Code Sections 401(a) (other than 401(a)(4) and 401(m)), 404,
          409, 411, 412, 415, 416, 417 and 401(k)(2). With respect to the Plan
          Year for which the Excess Contribution was made, the Plan
          Administrator will treat the recharacterized amount as an Employee
          Contribution for purposes of the Deferral Percentage Test and the
          Contribution Percentage Test and for purposes of determining whether
          the Plan meets the requirements of Code Section 401(a)(4), but not for
          any other purposes under this Plan. Therefore, recharacterized amounts
          will remain subject to the nonforfeiture requirements and distribution
          limitations which apply to Elective Contributions.

          If the Deferral Percentage Test is still not satisfied, then after the
          close of the Plan Year in which the Excess Contribution arose but
          within 12 months after the close of that Plan Year, the Plan
          Administrator will distribute the Excess Contributions, together with
          allocable income, to the affected Participants of the Highly
          Compensated Group to the extent necessary to satisfy the Deferral
          Percentage Test. Failure to do so will cause the Plan to not satisfy
          the requirements of Code Section 401(a)(4) for the Plan Year for which
          the Excess Contribution was made and for all subsequent Plan Years for
          which the Excess Contribution remains uncorrected.

          The amount of Excess Contribution to be distributed to a Highly
          Compensated Employee for a


                                       4-9


<PAGE>   34


          Plan Year will be reduced by any Excess Deferrals previously
          distributed to the Participant for the calendar year ending with or
          within the Plan Year in accordance with Code Section 402(g)(2).

          Excess Contributions will be treated as Employer Contributions for
          purposes of Code Sections 404 and 415 even if distributed from the
          Plan.

     (c)  Application of Contribution Percentage Test 

          Employee Contributions and Matching Contributions, disregarding any
          Matching Contributions which are treated as Elective Contributions
          with respect to the Deferral Percentage Test, must satisfy the
          Contribution Percentage Test. The Plan Administrator will determine as
          soon as administratively feasible after the end of the Plan Year
          whether the Contribution Test has been satisfied. If the Contribution
          Percentage Test is not satisfied, the Employer may elect to make an
          additional contribution to the Plan for the benefit of the Non-Highly
          Compensated Group. The additional contribution will be treated as a
          Nonelective Contribution.

          If the Contribution Percentage Test is still not satisfied, then after
          the close of the Plan Year in which the Excess Aggregate Contribution
          arose but within 12 months after the close of that Plan Year, the Plan
          Administrator will distribute (or forfeit, to the extent not vested)
          the Excess Aggregate Contributions, together with allocable income, to
          the affected Participants of the Highly Compensated Group to the
          extent necessary to satisfy the Contribution Percentage Test. Failure
          to do so will cause the Plan to not satisfy the requirements of Code
          Section 401(a)(4) for the Plan Year for which the Excess Aggregate
          Contribution was made and for all subsequent Plan Years for which the
          Excess Aggregate Contribution remains uncorrected.

          The determination of any Excess Aggregate Contributions will be made
          after the recharacterization of any Excess Contributions as Employee
          Contributions.

          Excess Aggregate Contributions, including forfeited Matching
          Contributions, will be treated as Employer Contributions for purposes
          of Code Sections 404 and 415 even if they are distributed from the
          Plan.

          Forfeited Matching Contributions that are reallocated to the Accounts
          of other Participants are treated as Annual Additions under Code
          Section 415 for the Participant whose Accounts they are reallocated to
          and for the Participants from whose Accounts they are forfeited.

     (d)  Family Aggregation 

          The Deferral Percentage or the Contribution Percentage (the "Relevant
          Percentage") for any Highly Compensated Employee who is subject to the
          family aggregation rules of Section 1.18(c) will be determined by
          combining the Elective Contributions, Employee Contributions, Matching
          Contribution, amounts treated as Elective or Matching Contributions
          and Compensation of all the eligible Family Members.

          The determination and correction of Excess Contributions and Excess
          Aggregate Contributions of a Highly Compensated Employee whose
          Relevant Percentage is determined under the family aggregation rules
          is accomplished by reducing the Relevant Percentage as provided for in
          Sections 4.05(b) and 4.05(c) and Excess Contributions or Excess
          Aggregate Contributions for the family group are allocated among the
          Family Members whose contributions were combined to determine the
          Relevant Percentage in proportion to the Elective Contributions or
          Nonelective and Matching Contributions of each Family Member.



                                      4-10



<PAGE>   35


          For all purposes under this Section, the contributions and
          compensation of eligible Family Members who are not Highly Compensated
          Employees without regard to family aggregation are disregarded when
          determining the Relevant Percentage for the Non-highly Compensated
          Group.

     (e)  Reduction of Excess Amounts 

          The total Excess Contribution or total Excess Aggregate Contribution
          will be reduced in a manner so that the Deferral Percentage or the
          Contribution Percentage (Relevant Percentage) of the affected
          Participant(s) with the highest Relevant Percentage will first be
          lowered to a point not less than the level of the affected
          Participant(s) with the next highest Relevant Percentage. If further
          overall reductions are required to satisfy the relevant test, each of
          the above Participants' (or groups of Participants') Relevant
          Percentage will be lowered to a point not less than the level of the
          affected Participant(s) with the next highest Relevant Percentage, and
          so on continuing until sufficient total reductions have occurred to
          achieve satisfaction of the relevant test.

     (f)  Priority of Reductions 

          The Plan Administrator will determine the method and order of
          correcting Excess Contributions and Excess Aggregate Contributions.
          The method of correcting Excess Contributions and Excess Aggregate
          Contributions must meet the requirements of Code Section 401(a)(4).
          The determination of whether a rate of Matching Contribution
          discriminates under Code Section 401(a)(4) will be made after making
          any corrective distributions of Excess Deferrals, Excess Contributions
          and Excess Aggregate Contributions.

          Excess Aggregate Contributions (and any attributable income) will be
          corrected first, by distributing any excess Employee Contributions
          (and any attributable income); then by distributing vested excess
          Matching Contributions (and any attributable income); and finally, by
          forfeiting or distributing non-vested Matching Contributions (and any
          attributable income). The Plan will not distribute Employee
          Contributions while the Matching Contributions based upon those
          Employee Contributions remain allocated.

     (g)  Income 

          The income allocable to any Excess Contribution made to a given
          Account for a given Plan Year will be equal to the total income
          allocated to the Account for the Plan Year, multiplied by a fraction,
          the numerator of which is the amount of the Excess Contribution and
          the denominator of which is equal to the sum of the balance of the
          Account at the beginning of the Plan Year plus the Participant's
          Elective Contributions and amounts treated as Elective Contributions
          for the Plan Year.

          The income allocable to any Excess Aggregate Contribution made to a
          given Account for a given Plan Year will be equal to the total income
          allocated to the Account for the Plan Year, multiplied by a fraction,
          the numerator of which is the amount of the Excess Aggregate
          Contribution and the denominator of which is equal to the sum of the
          balance of the Account at the beginning of the Plan Year plus the
          Participant's Employee and Matching Contributions and amounts treated
          as Employee and Matching Contributions for the Plan Year.

          Notwithstanding the foregoing, the Plan may use any reasonable method
          for computing the income allocable to any Excess Contribution or
          Excess Aggregate Contribution provided the method does not violate
          Code Section 401(a)(4), is used consistently for all corrective
          distributions under the Plan for the Plan Year, and is used by the
          Plan for allocating income to the Participants' Accounts.



                                      4-11



<PAGE>   36


          Income includes all earnings and appreciation, including interest,
          dividends, rents, royalties, gains from the sale of property, and
          appreciation in the value of stocks, bonds, annuity and life insurance
          contracts and other property, regardless of whether the appreciation
          has been realized.

     (h)  Treatment as Elective Contributions 

          The Plan Administrator may, in its discretion, treat all or any
          portion of Qualified Nonelective Contributions or Qualified Matching
          Contributions or both, whether to this Plan or to any other qualified
          plan which has the same Plan Year and is maintained by the Employer or
          a Related Employer, as Elective Contributions for purposes of
          satisfying the Deferral Percentage Test if they meet all of the
          following requirements:

               o    All Nonelective Contributions, including the Qualified
                    Nonelective Contributions treated as Elective Contributions
                    for purposes of the Deferral Percentage Test, satisfy the
                    requirements of Code Section 401(a)(4);

               o    Any Nonelective Contributions which are not treated as
                    Elective Contributions for purposes of the Deferral
                    Percentage Test or as Matching Contributions for purposes of
                    the Contribution Percentage Test satisfy the requirements of
                    Code Section 401(a)(4);

               o    The Qualified Matching Contributions which are treated as
                    Elective Contributions for purposes of the Deferral
                    Percentage Test are not taken into account in determining
                    whether any Employee Contributions or other Matching
                    Contributions satisfy the Contribution Percentage Test;

               o    Any Matching Contributions which are not treated as Elective
                    Contributions for purposes of the Deferral Percentage Test
                    satisfy the requirements of Code Section 401(m); and

               o    The plan which includes the Cash or Deferred Arrangement and
                    the plan or plans to which the Qualified Nonelective
                    Contributions and Qualified Matching Contributions are made
                    could be aggregated for purposes of Code Section 410(b).

     (i)  Treatment as Matching Contributions 

          The Plan Administrator may, in its discretion, treat all or any
          portion of Qualified Nonelective Contributions or Elective
          Contributions or both, whether to this Plan or to any other qualified
          plan which has the same Plan Year and is maintained by the Employer or
          a Related Employer, as Matching Contributions for purposes of
          satisfying the Contribution Percentage Test if they meet all of the
          following requirements:

               o    All Nonelective Contributions, including the Qualified
                    Nonelective Contributions treated as Matching Contributions
                    for purposes of the Contribution Percentage Test, satisfy
                    the requirements of Code Section 401(a)(4);

               o    Any Nonelective Contributions which are not treated as
                    Elective Contributions for purposes of the Deferral
                    Percentage Test or as Matching Contributions for purposes of
                    the Contribution Percentage Test satisfy the requirements of
                    Code Section 401(a)(4);

               o    The Elective Contributions which are treated as Matching
                    Contributions for purposes of the Contribution Percentage
                    Test are not taken into account in determining whether any
                    other Elective Contributions satisfy the Deferral Percentage
                    Test;



                                      4-12

<PAGE>   37



               o    The Qualified Nonelective Contributions and Elective
                    Contributions which are treated as Matching Contributions
                    for purposes of the Contribution Percentage Test are not
                    taken into account in determining whether any other
                    contributions or benefits satisfy Code Section 401(a); and

               o    All Elective Contributions, including those treated as
                    Matching Contributions for purposes of the Contribution
                    Percentage Test, satisfy the requirements of Code Section
                    401(k)(3); and

               o    The plan that takes Qualified Nonelective Contributions and
                    Elective Contributions into account in determining whether
                    Employee and Matching Contributions satisfy the requirements
                    of Code Section 401(m)(2)(A) and the plan or plans to which
                    the Qualified Nonelective Contributions and Elective
                    Contributions are made could be aggregated for purposes of
                    Code Section 410(b).

     (j)  Aggregation of Plans 

          If the Employer or a Related Employer sponsors one or more other plans
          which include a Cash or Deferred Arrangement, the Employer may elect
          to treat any two or more of such plans as an aggregated single plan
          for purposes of satisfying Code Sections 401(a)(4), 401(k) and 410(b).
          The Cash of Deferred Arrangements included in such aggregated plans
          will be treated as a single Arrangement for purposes of this Section.
          However, only those plans that have the same plan year may be so
          aggregated.

          If the Employer or a Related Employer sponsors one or more other plans
          to which Employee Contributions or Matching Contributions are made,
          the Employer may elect to treat any two or more of such plans as an
          aggregated single plan for purposes of satisfying Code Sections
          401(a)(4), 401(m) and 410(b). However, only those plans that have the
          same plan year may be so aggregated.

          Any such aggregation must be made in accordance with Treasury
          Regulation 1.401(k)-1(b)(3). For example, contributions and
          allocations under the portion of a plan described in Code Section
          4975(e)(7) (an ESOP) may not be aggregated with the portion of a plan
          not described in Code Section 4975(e)(7) (a non-ESOP) for purposes of
          determining whether the ESOP or non-ESOP satisfies the requirements of
          Code Sections 401(a)(4), 401(k), 401(m) and 410(b).

          Plans that could be aggregated under Code Section 410(b) but that are
          not actually aggregated for a Plan Year for purposes of Code Section
          410(b) may not be aggregated for purposes of Code Sections 401(k) and
          401(m).





                                      4-13


<PAGE>   38


                                    ARTICLE 5

                               RETIREMENT BENEFITS


5.01 Valuation of Accounts

     For purposes of this Article, the value of a Participant's Accrued Benefit
     will be determined as of the Valuation Date immediately preceding the date
     that benefits are to be distributed.

5.02 Normal Retirement

     After an Active Participant reaches his Normal Retirement Date, he may
     elect to retire. Upon such retirement he will become a Retired Participant
     and his Accrued Benefit will become distributable to him. A Participant's
     Accrued Benefit will become nonforfeitable no later than the date upon
     which he attains his Normal Retirement Age. The form and timing of benefit
     payment will be governed by the provisions of Section 5.05.

5.03 Disability Retirement

     In the event of a Participant's termination due to Disability, he will be
     entitled to begin to receive a distribution of his Accrued Benefit which
     will become nonforfeitable as of his date of termination. The form and
     timing of benefit payment will be governed by the provisions of Section
     5.05.

     Disability means the determination by the Plan Administrator that a
     Participant is unable by reason of any medically determinable physical or
     mental impairment to perform the usual duties of his employment or of any
     other employment for which he is reasonably qualified based upon his
     education, training and experience.

5.04 Termination of Employment

     (a)  In General 

          If a Participant's employment terminates for any reason other than
          retirement, death, or disability, his Accrued Benefit will become
          distributable to him as of the last day of the month which coincides
          with or next follows the last date upon which any contributions on the
          Participant's behalf are made to the Trust following the Participant's
          date of termination of employment (or as of such earlier date as
          determined by the Plan Administrator in a uniform and
          nondiscriminatory manner). The form and timing of benefit payment will
          be governed by the provisions of Section 5.05.

     (b)  Cash-Out Distribution

          If a Participant terminates employment and receives a distribution
          equal to the Vested Percentage of his Accounts which are subject to
          the Vesting Schedule (such Accounts are hereinafter referred to as
          Employer Contribution Accounts), a Cash-Out Distribution will be
          deemed to have occurred if the following conditions are met:

          (1)  The Participant was less than 100% vested in his Employer
               Contribution Accounts; and

          (2)  The entire distribution is made before the last day of the second
               Plan Year following the Plan Year in which the Participant
               terminated employment.

     (c)  Restoration of Employer Contribution Accounts If, following the date
          of a Cash-Out Distribution, a Participant returns to an Eligible
          Employee Classification prior to incurring 5 consecutive One Year
          Breaks-in-Service, then the Participant will have the right to repay
          to the Trustee, within 5 years after his return date, the portion of
          the Cash-Out Distribution which was attributable to his


                                       5-1



<PAGE>   39


          Employer Contribution Accounts which were less than 100% vested in
          order to restore such Accounts to their value as of the date of the
          Cash-Out Distribution.

          The Plan Administrator will restore an eligible Participant's Employer
          Contribution Accounts as of the Accounting Date coincident with or
          immediately following the complete repayment of the Cash-Out
          Distribution. To restore the Participant's Employer Contribution
          Accounts, the Plan Administrator, to the extent necessary, will, under
          rules and guidelines applied in a uniform and nondiscriminatory
          manner, first allocate to the Participant's Employer Contribution
          Accounts the amount, if any, of Forfeitures which would otherwise be
          allocated under Article 3. To the extent such Forfeitures for a
          particular Accounting Period are insufficient to enable the Plan
          Administrator to make the required restoration, the Employer will
          contribute such additional amount as is necessary to enable the Plan
          Administrator to make the required restoration. The Plan Administrator
          will not take into account the allocation under this Section in
          applying the limitation on allocations under Article 7.

     (d)  Non-Vested Participant

          If a Participant who is zero percent vested in his Employer
          Contribution Accounts terminates employment, a Cash-Out Distribution
          will be deemed to have occurred as of the Participant's date of
          termination of employment.

          If the Participant subsequently returns to an Eligible Employee
          Classification prior to incurring five consecutive One Year
          Breaks-in-Service, then the Participant will immediately become
          entitled to a complete restoration of his Employer Contribution
          Accounts as of the Accounting Date coincident with or next following
          his date of re-employment. Such restoration will be made in accordance
          with the provisions of Section 5.04(c).

5.05 Form of Benefit Payment 

     Subject to the provisions of Section 5.06, the Plan Administrator will
     direct the Trustee to make the payment of any benefit provided under this
     Plan upon the event giving rise to such benefit within 60 days following
     the receipt of a Participant's written request for the payment of benefits
     on a form provided by the Plan Administrator. The Plan Administrator may
     temporarily suspend such processing in the event of unusual or
     extraordinary circumstances such as the conversion of Plan records from one
     recordkeeper to another.

     The form of benefit will be a lump sum payment, unless the Participant
     elects a direct transfer pursuant to Section 5.07.

     If a Participant's Vested Accrued Benefit is in excess of $3,500, any
     payment of benefits prior to the Participant's Normal Retirement Date will
     be subject to the Participant's written consent. If the value of his Vested
     Accrued Benefit at the time of any distribution exceeds $3,500, the value
     of his Vested Accrued Benefit at any later time will be deemed to also
     exceed $3,500.

5.06 Commencement of Benefit

     Subject to the provisions of this Article, commencement of a benefit will,
     unless the Participant elects otherwise in writing, begin not later than
     the 60th day after the later of the close of the Plan Year in which the
     Participant attains Normal Retirement Age or the close of the Plan Year
     which contains the date the Participant terminates his service with the
     Employer.

     Payment of a Participant's benefits must begin no later than his Required
     Beginning Date.



                                       5-2

<PAGE>   40



     All distributions required under this Section will be determined and made
     in accordance with the regulations issued under Code Section 401(a)(9),
     including those dealing with minimum distribution requirements.
     Notwithstanding the provisions of Section 5.05, an Active Participant who
     has reached his Required Beginning Date will receive an annual distribution
     of his Accrued Benefit equal to the minimum required distribution
     determined under Code Section 401(a)(9).

     For purposes of this Section, life expectancy and joint and last survivor
     expectancy are to be computed by the use of the return multiples contained
     in Section 1.72-9 of the Income Tax Regulations.

     If the Participant dies after distribution of his interest has begun, the
     remaining portion of the interest will continue to be distributed at least
     as rapidly as under the method of distribution being used before the
     Participant's death.

5.07 Directed Transfer of Eligible Rollover Distributions

     (a)  General 

          This Section applies to distributions made on or after January 1,
          1993. Notwithstanding any provision of the Plan to the contrary that
          would otherwise limit a Distributee's election under this Section, a
          Distributee may elect, at the time and in the manner prescribed by the
          Plan Administrator, to have any portion of an Eligible Rollover
          Distribution paid directly to an Eligible Retirement Plan specified by
          the Distributee in a Direct Rollover.

     (b)  Eligible Rollover Distribution

          An Eligible Rollover Distribution is any distribution of all or any
          portion of the balance to the credit of the Distributee, except that
          an Eligible Rollover Distribution does not include: any distribution
          that is one of a series of substantially equal periodic payments (not
          less frequently than annually) made for the life (or life expectancy)
          of the Distributee or the joint lives (or joint life expectancies) of
          the Distributee and the Distributee's designated beneficiary, or for a
          specified period of ten years or more; any distribution to the extent
          such distribution is required under section 401(a)(9) of the Code; and
          the portion of any distribution that is not includible in gross income
          (determined without regard to the exclusion for net unrealized
          appreciation with respect to employer securities).

     (c)  Eligible Retirement Plan

          An Eligible Retirement Plan is an individual retirement account
          described in section 408(a) of the Code, an individual retirement
          annuity described in section 408(b) of the Code, or a qualified trust
          described in section 401(a) of the Code, that accepts the
          Distributee'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.

     (d)  Distributee

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





                                       5-3

<PAGE>   41



     (e)  Direct Rollover 

          A Direct Rollover is a payment by the Plan to the Eligible Retirement
          Plan specified by the Distributee.

     (f)  Waiver of 30-Day Notice

          If a distribution is one to which Code Sections 401(a)(11) and 417 do
          not apply, such distribution may commence less than 30 days after the
          notice required under Section 1.411(a)-11(c) of the Income Tax
          Regulations is given, provided that:

               o    the Plan Administrator clearly informs the Participant that
                    the Participant has a right to a period of at least 30 days
                    after receiving the notice to consider the decision of
                    whether or not to elect a distribution (and, if applicable,
                    a particular distribution option); and

               o    the Participant, after receiving the notice, affirmatively
                    elects to receive a distribution.











                                       5-4


<PAGE>   42



                                    ARTICLE 6

                                  DEATH BENEFIT


6.01 Valuation of Accounts

     For purposes of this Article, the value of a Participant's Accrued Benefit
     will be determined as of the Valuation Date immediately preceding the date
     that benefits are to be distributed.

6.02 Death Benefit

     In the event of the death of a Participant prior to the date on which he
     receives a complete distribution of his benefit under the Plan, the
     Participant's Beneficiary will be entitled to receive the value of the
     Participant's Accrued Benefit.

6.03 Designation of Beneficiary

     Each Participant will be given the opportunity to designate a Beneficiary
     or Beneficiaries, and from time to time the Participant may file with the
     Plan Administrator a new or revised designation on the form provided by the
     Plan Administrator. If a Participant is married, any designation of a
     Beneficiary other than the Participant's spouse must be consented to by the
     Participant's spouse pursuant to a Qualified Election.

     If a Participant dies without designating a Beneficiary, or if the
     Participant is predeceased by all designated Beneficiaries and contingent
     Beneficiaries, the Plan Administrator will distribute all benefits which
     are payable in the event of the Participant's death in the following manner
     and to the first of the following (who are listed in order of priority) who
     survive the Participant by at least 30 days:

          o    All to the Participant's Surviving Spouse;

          o    Equally among the then living children of the Participant (by
               birth or adoption);

          o    Among the Participant's then living lineal descendants, by right
               of representation; or

          o    The Participant's estate.








                                       6-1

<PAGE>   43



                                   ARTICLE 7

                            LIMITATIONS ON BENEFITS


7.01 Limitation on Annual Additions

     The amount of the Annual Addition which may be allocated under this Plan to
     any Participant's Account as of any Allocation Date will not exceed the
     Defined Contribution Limit (based upon his Aggregate Compensation up to
     such Valuation Date) reduced by the sum of any allocations of annual
     additions made to Participant's Accounts under this Plan as of any
     preceding Allocation Date within the Limitation Year.

     If the Annual Addition under this Plan on behalf of a Participant is to be
     reduced as of any Allocation Date as a result of the next preceding
     paragraph, the reduction will be, to the extent required, effected by first
     reducing Participant contributions (which increase the annual addition),
     then Forfeitures (if any), and then Employer contributions to be allocated
     under this Plan on behalf of the Participant as of the Allocation Date.

     Any necessary reduction will be made as follows:

     (a)  The amount of the reduction consisting of nondeductible Participant
          contributions will be paid to the Participant as soon as
          administratively feasible.

     (b)  The amount of the reduction consisting of any other Participant
          contributions will be paid to the Participant as soon as
          administratively feasible.

     (c)  The amount of the reduction consisting of Forfeitures will be
          allocated and reallocated to other Accounts in accordance with the
          Plan formula for allocating Forfeitures to the extent that such
          allocations do not cause the additions to any other Participant's
          Accounts to exceed the lesser of the Defined Contribution Limit or any
          other limitation provided in the Plan.

     (d)  The amount of the reduction consisting of Employer contributions will
          be allocated and reallocated to other Accounts in accordance with the
          Plan formula for Employer Contributions to the extent that such
          allocations do not cause the additions to any other Participant's
          Accounts to exceed the lesser of the Defined Contribution Limit or any
          other limitation provided in the Plan.

     (e)  To the extent that the reductions described in paragraph (d) cannot be
          allocated to other Participant's Accounts, the reductions will be
          allocated to a suspense account as Forfeitures and held therein until
          the next succeeding Allocation Date on which Forfeitures could be
          applied under the provisions of the Plan. All amounts held in a
          suspense account must be applied as Forfeitures before any additional
          contributions, which would constitute annual additions, may be made to
          the Plan. If the Plan terminates, the suspense account will revert to
          the Employer to the extent it may not be allocated to any
          Participant's Accounts.

     (f)  If a suspense account is in existence at any time during a Limitation
          Year pursuant to this Section, it will not participate in the
          allocation of the Trust Fund's investment gains and losses.






                                       7-1


<PAGE>   44


7.02 Where Employer Maintains Another Qualified Plan

     (a)  Where Employer Maintains Another Qualified Defined Contribution Plan

          If the Employer maintains this Plan and one or more other qualified
          defined contribution plans, one or more welfare benefit funds (as
          defined in Code Section 419(e)), or one or more individual medical
          accounts (as defined in Code Section 415(l)(2)), all of which are
          referred to in this Article 7 as "qualified defined contribution
          plans", the annual additions allocated under this Plan to any
          Participant's Accounts will be limited in accordance with the
          allocation provisions of this Section 7.02(a).

          The amount of the Annual Additions which may be allocated under this
          Plan to any Participant's Accounts as of any Allocation Date will not
          exceed the Defined Contribution Limit (based upon Aggregate
          Compensation up to the allocation date) reduced by the sum of any
          allocations of Annual Additions made to the Participant's Accounts
          under this Plan and any other qualified defined contribution plans
          maintained by the Employer as of any earlier Allocation Date within
          the Limitation Year.

          If a Allocation Date of this Plan coincides with a Allocation Date of
          any other plan described in the above paragraph, the amount of Annual
          Additions to be allocated on behalf of a Participant under this Plan
          as of such date will be an amount equal to the product of the amount
          described in the next preceding paragraph multiplied by a fraction
          (not to exceed 1.0), the numerator of which is the amount to be
          allocated under this Plan without regard to this Article during the
          Limitation Year and the denominator of which is the amount that would
          otherwise be allocated on this Allocation Date under all plans without
          regard to this Article 7.

          If the Annual Addition under this Plan on behalf of a Participant is
          to be reduced as of any Allocation Date as a result of the next
          preceding two paragraphs, the reduction will be, to the extent
          required, effected by first reducing Participant contributions (which
          increase the annual addition), then Forfeitures (if any), and then any
          Employer contributions, to be allocated under this Plan on behalf of
          the Participant as of the Allocation Date.

          If as a result of the first four paragraphs of this Section 7.02 the
          allocation of additions is reduced, the reduction will be treated in
          the manner described in the third paragraph of Section 7.01.

     (b)  Where Employer Maintains a Qualified Defined Benefit Plan

          (1)  In General

               If the Employer maintains (or has ever maintained), in addition
               to this Plan, one or more qualified defined benefit plans, then
               for any Limitation Year, the sum of the Defined Benefit Plan
               Fraction and the Defined Contribution Plan Fraction will not
               exceed 1.0. If, in any Limitation Year, the sum of the Defined
               Benefit Plan Fraction and the Defined Contribution Plan Fraction
               for a Participant would exceed 1.0 without adjustment to the
               amount of the annual benefit that can be paid to the Participant
               under the defined benefit plan, then the amount of annual benefit
               that would otherwise be paid to the Participant under the defined
               benefit plan will be reduced to the extent necessary to reduce
               the sum of the Defined Benefit Plan Fraction and the Defined
               Contribution Plan Fraction for the Participant to 1.0.

          (2)  Transition Rule under TRA '86

               If a plan was in existence on May 6, 1986, the numerator of the
               Defined Contribution Plan Fraction will be reduced (to not less
               than zero) as prescribed by the Secretary


                                       7-2



<PAGE>   45

               of the Treasury by subtracting the amount required to decrease
               the sum of the Defined Contribution Plan Fraction plus the
               Defined Benefit Plan Fraction to 1.0. Such amount is determined
               (as of the first day of the first Limitation Year beginning on or
               after January 1, 1987) as the product of:

               (A)  The amount by which, without this adjustment, the sum of the
                    Defined Contribution Plan Fraction plus the Defined Benefit
                    Plan Fraction exceeds 1.0, multiplied by

               (B)  The denominator of the Defined Contribution Plan Fraction,
                    as computed through the last Limitation Year beginning
                    before January 1, 1987, disregarding any changes in the
                    terms and conditions of the plan after May 5, 1986.

               This subparagraph applies only if the defined benefit plans
               individually and in the aggregate satisfied the requirements of
               Code Section 415 for all Limitation Years beginning before
               January 1, 1987.

          (3)  Transition Rule under TEFRA

               In the case of a plan which met the limitation of Section 415 of
               the Code for the last Limitation Year beginning before January 1,
               1983, the numerator of the Defined Contribution Plan Fraction
               will be reduced (to not less than zero) as prescribed by the
               Secretary of the Treasury by subtracting the amount required to
               decrease the sum of the Defined Contribution Plan Fraction plus
               the Defined Benefit Plan Fraction to 1.0. Such amount is
               determined (as of the first day of the first Limitation Year
               beginning on or after January 1, 1983) as the product of:

               (A)  The amount by which, without this adjustment, the sum of the
                    Defined Contribution Plan Fraction plus the Defined Benefit
                    Plan Fraction exceeds 1.0, multiplied by

               (B)  The denominator of the Defined Contribution Plan Fraction,
                    as computed through the last Limitation Year beginning
                    before January 1, 1983.

7.03 Definitions Applicable to Article 7

     (a)  Aggregate Compensation

          Aggregate Compensation means a Participant's earned income, wages,
          salaries, and fees for professional services, and other amounts
          received for personal services actually rendered in the course of
          employment with the 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 and bonuses), and excluding the following:

               o    Employer contributions to a plan of deferred compensation
                    which are not included in the employee's gross income for
                    the taxable year in which contributed or employer
                    contributions under a simplified employee pension plan to
                    the extent the contributions are deductible by the employee,
                    or any distributions from a plan of deferred compensation;

               o    Amounts realized from the exercise of a nonqualified stock
                    option, or when restricted stock (or property) held by the
                    employee either becomes freely transferable or is no longer
                    subject to a substantial risk of forfeiture;

               o    Amounts realized from the sale, exchange or other
                    disposition of stock acquired under a qualified stock
                    option; and



                                       7-3



<PAGE>   46


               o    Other amounts which received special tax benefits, or
                    contributions made by the employer (whether or not under a
                    salary reduction agreement) toward the purchase of an
                    annuity described in Code Section 403(b) (whether or not the
                    amounts are actually excludable from the gross income of the
                    employee).

          Aggregate Compensation excludes any amounts contributed by the
          Employer or any Related Employer on behalf of any Employee pursuant to
          a salary reduction agreement which are not includable in the gross
          income of the Employee due to Code Section 125, 402(a)(8), 402(h) or
          403(b).

          Aggregate Compensation in excess of the Statutory Compensation Limit
          is disregarded.

          Aggregate Compensation for any Limitation Year is the Aggregate
          Compensation actually paid or includable in gross income in such year.

     (b)  Allocation Date 

          Allocation Date means the date with respect to which all or a portion
          of employer contributions, employee contributions or forfeitures or
          both are allocated to participant accounts under a defined
          contribution plan.

     (c)  Annual Additions

          For Plan Years beginning after December 31, 1986, Annual Additions are
          the sum of the following amounts allocated to any defined contribution
          plan maintained by the Employer (including voluntary contributions to
          any defined benefit plan maintained by the Employer) on behalf of a
          Participant for a Limitation Year:

               o    All Employee and Employer contributions;

               o    All reallocated forfeitures;

               o    Amounts allocated after March 31, 1984, to an individual
                    medical account, as defined in Code Section 415(l)(2) which
                    is part of a pension or annuity plan maintained by the
                    Employer, and amounts derived from contributions paid or
                    accrued after December 31, 1985, in taxable years ending
                    after that date, which are attributable to post-retirement
                    medical benefits required by Code Section 401(h)(6) to be
                    allocated to the separate account of a Key Employee under a
                    welfare benefit plan (as defined in Code Section 419(e))
                    maintained by the Employer.

          Contributions or forfeitures will be treated as Annual Additions
          regardless of whether they constitute Excess Deferrals, Excess
          Contributions or Excess Aggregate Contributions within the meaning of
          the regulations under Code Section 401(k) or 401(m) and regardless of
          whether they are corrected through distribution or recharacterization.
          Excess deferrals distributed in accordance with Treasury Regulation
          1.402(g)-1(e)(2) or (3) are not Annual Additions. The Annual Addition
          for any Limitation Year beginning before January 1, 1987, will not be
          recomputed to treat all Employee contributions as Annual Additions.

     (d)  Annual Benefit 

          Annual Benefit means a benefit payable annually in the form of a
          straight life annuity (with no ancillary benefits) under a plan to
          which employees do not contribute and under which no rollover
          contributions are made.



                                       7-4


<PAGE>   47



     (e)  Defined Benefit Compensation Limit 

          The Defined Benefit Compensation Limit is equal to 100% of the
          Participant's average Aggregate Compensation for the three consecutive
          calendar years (or other twelve consecutive month periods adopted by
          the Employer pursuant to a Written Resolution and applied on a uniform
          and consistent basis) of service during which the Participant had the
          greatest Aggregate Compensation.

          Where the annual benefit is payable to a Participant in a form other
          than a straight life annuity or a Qualified Joint and Survivor
          Annuity, the Defined Benefit Compensation Limit will be the Actuarial
          Equivalent of a straight life annuity beginning at the same age. No
          adjustment is required for the following: pre-retirement disability
          benefits, pre-retirement death benefits and post-retirement medical
          benefits. For purposes of this paragraph, the interest rate used in
          adjusting the Defined Benefit Compensation Limit will be the greater
          of (1) 5%, or (2) the post-retirement interest rate specified in the
          plan for Actuarial Equivalent purposes.

          Where the annual benefit is payable to a Participant who has fewer
          than 10 years of service with the Employer or any Related or
          Predecessor Employer, the Defined Benefit Compensation Limit will be
          multiplied by a fraction, the numerator of which is the Participant's
          number of years of service with the Employer or Related or Predecessor
          Employer, and the denominator of which is 10.

          With regard to a Participant who has separated from service with a
          nonforfeitable right to an Accrued Benefit, the Defined Benefit
          Compensation Limit will be adjusted effective January 1 of each
          Calendar year. For any Limitation Year beginning after the separation
          occurs, the Defined Benefit Compensation Limit will be equal to the
          Defined Benefit Compensation Limit which was applicable to the
          Participant in the Limitation Year in which he separated from service
          multiplied by a fraction, the numerator of which is the Defined
          Benefit Dollar Limit for the Limitation Year in which the Defined
          Benefit Compensation Limit is being adjusted and the denominator of
          which is the Defined Benefit Dollar Limit for the Limitation Year in
          which the Participant separated from service.

     (f)  Defined Benefit Dollar Limit

          The Defined Benefit Dollar Limit is equal to $90,000 for calendar
          years 1984 through 1987. As of January 1, 1988 and as of January 1 of
          each subsequent calendar year, the dollar limitation (described in
          Code Section 415(b)(1)(A)) as determined by the Secretary of the
          Treasury for that calendar year will become effective as the Defined
          Benefit Dollar Limit for the calendar year. For calendar years between
          1976 and 1983, the Defined Benefit Dollar Limit is $75,000 as adjusted
          by the Secretary of the Treasury under Code Section 415(d) for that
          calendar year. The Defined Benefit Dollar Limit for a calendar year
          applies to Limitation Years ending with or within that calendar year.

          Where the annual benefit is payable to a Participant in a form other
          than a straight life annuity or a Qualified Joint and Survivor
          Annuity, the Defined Benefit Dollar Limit will be the Actuarial
          Equivalent of a straight life annuity beginning at the same age. No
          adjustment is required for the following: pre-retirement disability
          benefits, pre-retirement death benefits, and post-retirement medical
          benefits. For purposes of this paragraph, the interest rate used for
          adjusting the Defined Benefit Dollar Limit will be the greater of (1)
          5%, or (2) the post-retirement interest rate specified for Actuarial
          Equivalent purposes.

          Where the annual benefit is payable to a Participant who has fewer
          than 10 years of participation in the Plan, the Defined Benefit Dollar
          Limit will be multiplied by a fraction, the numerator of which is the
          Participant's number of years (or part thereof) of


                                       7-5



<PAGE>   48


          participation in the Plan, and the denominator of which is 10. To the
          extent provided by the Secretary of the Treasury, this paragraph will
          be applied to each change in the benefit structure of the Plan.

          For a benefit commencing before a Participant's Social Security
          Retirement Age but at or after age 62, the Defined Benefit Dollar
          Limit will be adjusted in a manner which is consistent with the
          reduction for old-age insurance benefits commencing before Social
          Security Retirement Age under the Social Security Act. The reduction
          will be 5/9 of 1% for each of the first 36 months and 5/12 of 1% for
          each additional month (up to 24 months) by which benefits commence
          before the month of the Participant's Social Security Retirement Age.
          The Defined Benefit Dollar Limit for a benefit commencing before age
          62 will be adjusted to the Actuarial Equivalent of the Defined Benefit
          Dollar Limit for a benefit commencing at age 62 based on an interest
          rate equal to the greater of (1) 5%, or (2) the interest rate
          specified in the plan for determining actuarial equivalence for early
          retirement.

          For a benefit commencing after a Participant's Social Security
          Retirement Age, the Defined Benefit Dollar Limit will be adjusted to
          the actuarial equivalent of the Defined Benefit Dollar Limit for a
          benefit commencing at the Participant's Social Security Retirement
          Age. For purposes of this paragraph, the interest rate used for
          adjusting the Defined Benefit Dollar Limit will be the lesser of (1)
          5%, or (2) the interest rate specified in the plan for determining
          actuarial equivalence for early retirement.

     (g)  Defined Benefit Limit

          The Defined Benefit Limit is the lesser of the Defined Benefit Dollar
          Limit or the Defined Benefit Compensation Limit.

     (h)  Defined Benefit Plan Fraction Denominator

          The Defined Benefit Plan Fraction Denominator with respect to any
          Participant is the lesser of (1) the product of the Defined Benefit
          Dollar Limit multiplied by 1.25, or (2) the product of the Defined
          Benefit Compensation Limit multiplied by 1.4. However, for purposes of
          determining the Defined Benefit Plan Fraction Denominator, "years of
          service with the Employer or any Related or Predecessor Employer" will
          be substituted for "years of participation in the Plan" wherever it
          appears in Section 7.03(f).

     (i)  Defined Benefit Plan Fraction

          The Defined Benefit Plan Fraction is a fraction determined as of the
          close of a Limitation Year, the numerator of which is the Projected
          Annual Benefit payable to a Participant under this Plan and the
          denominator of which is the Defined Benefit Fraction Denominator. If a
          Participant has participated in more than one defined benefit plan
          maintained by the Employer, the numerator of the Defined Benefit Plan
          Fraction is the sum of the projected annual benefits payable to the
          Participant under all of the defined benefit plans, whether or not
          terminated.

     (j)  Defined Contribution Limit

          The Defined Contribution Limit for a given Limitation Year is equal to
          the lesser of (1) the Defined Contribution Compensation Limit, which
          is 25% of Aggregate Compensation applicable to the Limitation Year, or
          (2) the Defined Contribution Dollar Limit, which, for calendar years
          after 1983 is the greater of $30,000 or one-fourth of the Defined
          Benefit Dollar Limit for the Limitation Year, and for calendar years
          between 1976 and 1983 is one-third of the Defined Benefit Dollar
          Limit. If a short Limitation Year is created because of an amendment
          changing the Limitation Year to a different 12 consecutive month
          period, the Defined Contribution Dollar Limit is multiplied by a
          fraction, the numerator of which is equal to the number of months in
          the short Limitation Year and the denominator of which is 12. 


                                       7-6



<PAGE>   49


                         

     (k)  Defined Contribution Plan Fraction 

          The Defined Contribution Plan Fraction is a fraction determined as of
          the close of a Limitation Year, the numerator of which is the sum of
          the Annual Additions to the Participant's Accounts under all defined
          contribution plans of the Employer for the current and all prior
          Limitation Years and the denominator of which is the sum of the Annual
          Additions which would have been made for the Participant for the
          current and all prior Limitation Years (for all prior years of service
          with the Employer or any predecessor Employer) if in each Limitation
          year the Annual Additions equaled the lesser of (1) the product of the
          Defined Contribution Compensation Limit for the Limitation Year
          multiplied by 1.4, or (2) the product of the Defined Contribution
          Dollar Limit for the Limitation Year multiplied by 1.25. The aggregate
          amount in the numerator of this fraction due to years beginning before
          January 1, 1976 may not exceed the aggregate amount in the denominator
          of this fraction for all such years.

          For purposes of this Section 7.03(k), the Annual Addition for any
          Limitation Year beginning before January 1, 1987 will not be
          recomputed to treat all Employee contributions as Annual Additions.

     (l)  Employer

          The Employer is the Employer that adopts this Plan together with all
          Related Employers. For this purpose, the definition of Related
          Employer in Section 1.33 of this Plan is modified by Code Section
          415(h).

     (m)  Limitation Year

          The Limitation Year will be the 12 consecutive month period which is
          specified in Article 1 of this Plan and which is adopted for all
          qualified plans maintained by the Employer pursuant to a Written
          Resolution adopted by the Employer. In the event of a change in the
          Limitation Year, the additional limitations of Treasury Regulation
          Section 1.415-2(b)(4)(iii) will also apply.

     (n)  Projected Annual Benefit

          For purposes of this Section, a Participant's Projected Annual Benefit
          is equal to the annual benefit to which a Participant in a defined
          benefit Plan would be entitled under the terms of the plan based on
          the following assumptions:

               o    The Participant will continue employment until reaching
                    normal retirement age as determined under the terms of the
                    plan (or current age, if that is later);

               o    The Participant's compensation for the Limitation Year under
                    consideration will remain the same for all future years;

               o    All other relevant factors used to determine benefits under
                    the plan for the Limitation Year under consideration will
                    remain constant for all future Limitation Years; and

               o    The benefits resulting from any Participant Contributions or
                    Rollover Contributions are disregarded.

     (o)  Social Security Retirement Age 

          Social Security Retirement Age means age 65 for a Participant born
          before January 1, 1938; age 66 for a Participant born after December
          31, 1937, but before January 1, 1955; and age 67 for a Participant
          born after December 31, 1954.


                                       7-7


<PAGE>   50


7.04 Effect of Top-Heavy Status

     Notwithstanding the provisions of Section 7.03, "1.0" will be substituted
     for "1.25" wherever it appears in Sections 7.03(h) and 7.03(k) for any
     Limitation Year in which the Plan is found to be Top-Heavy for the Plan
     Year which coincides with or ends within such Limitation Year.








                                       7-8



<PAGE>   51


                                    ARTICLE 8

                                  MISCELLANEOUS

8.01 Employment Rights of Parties Not Restricted

     The adoption and maintenance of this Plan will not be deemed a contract
     between the Employer and any Employee. Nothing in this Plan will give any
     Employee or Participant the right to be retained in the employ of the
     Employer or to interfere with the right of the Employer to discharge any
     Employee or Participant at any time, nor will it give the Employer the
     right to require any Employee or Participant to remain in its employ, or to
     interfere with any Employee's or Participant's right to terminate his
     employment at any time.

8.02 Alienation

     (a)  General

          No person entitled to any benefit under this Plan will have any right
          to sell, assign, transfer, hypothecate, encumber, commute, pledge,
          anticipate or otherwise dispose of his interest in the benefit, and
          any attempt to do so will be void. No benefit under this Plan will be
          subject to any legal process, levy, execution, attachment or
          garnishment for the payment of any claim against such person.

     (b)  Exceptions

          Section 8.02(a) will not apply to the extent a Participant or
          Beneficiary is indebted to the Plan under the provisions of the Plan.
          At the time a distribution is to be made to or for a Participant's or
          Beneficiary's benefit, the portion of the amount distributed which
          equals the indebtedness will be withheld by the Trustee to apply
          against or discharge the indebtedness. Before making a payment,
          however, the Participant or Beneficiary must be given written notice
          by the Plan Administrator that the indebtedness is to be so paid in
          whole or part from his Participant's Accrued Benefit. If the
          Participant or Beneficiary does not agree that the indebtedness is a
          valid claim against his Vested Accrued Benefit, he will be entitled to
          a review of the validity of the claim in accordance with procedures
          established by the Plan Administrator.

          Section 8.02(a) will not apply to a qualified domestic relations order
          (QDRO) as defined in Code Section 414(p), and those other domestic
          relations orders permitted to be so treated by the Plan Administrator
          under the provisions of the Retirement Equity Act of 1984. The Plan
          Administrator will establish a written procedure to determine the
          qualified status of domestic relations orders and to administer
          distributions under such qualified orders. Further, to the extent
          provided under a QDRO, a former spouse of a Participant will be
          treated as the spouse or Surviving Spouse for all purposes under the
          Plan. Where, however, because of a QDRO, more than one individual is
          to be treated as a Surviving Spouse, the total amount to be paid in
          the form of a Qualified Survivor Annuity or the survivor portion of a
          Qualified Joint and Survivor Annuity may not exceed the amount that
          would be paid if there were only one Surviving Spouse. All rights and
          benefits, including elections, provided to a Participant under this
          Plan will be subject to the rights afforded to any alternate payee as
          such term is defined in Code Section 414(p).

          This Plan specifically permits distribution to an alternate payee
          under a QDRO (without regard to whether the Participant has attained
          his or her earliest retirement age as that term is defined under Code
          Section 414(p)) in the same manner that is provided for a Vested
          Terminated Participant.




                                       8-1


<PAGE>   52


8.03 Qualification of Plan

     The Employer will have the sole responsibility for obtaining and retaining
     qualification of the Plan under the Code with respect to the Employer's
     individual circumstances.

8.04 Construction

     To the extent not preempted by ERISA, this Plan will be construed according
     to the laws of the state in which the Employer's principal place of
     business is located. Words used in the singular will include the plural,
     the masculine gender will include the feminine, and vice versa, whenever
     appropriate.

8.05 Named Fiduciaries

     (a)  Allocation of Functions

          The authority to control and manage the operation and administration
          of the Plan and Trust created by this instrument will be allocated
          between the Plan Sponsor, the Trustee, and the Plan Administrator, all
          of whom are designated as Named Fiduciaries with respect to the Plan
          and Trust as provided for by Section 402(a)(2) of ERISA. The Plan
          Sponsor reserves the right to allocate the various responsibilities
          for the present execution of the functions of the Plan, other than the
          Trustees' responsibilities, among its Named Fiduciaries. Any person or
          group of persons may serve in more than one fiduciary capacity with
          regard to the Plan.

     (b)  Responsibilities of the Plan Sponsor

          The Plan Sponsor, in its capacity as a Named Fiduciary, will have only
          the following authority and responsibility:

               o    To appoint or remove the Plan Administrator and furnish the
                    Trustee with certified copies of any resolutions of the Plan
                    Sponsor with regard thereto;

               o    To appoint and remove the Trustee;

               o    To appoint a successor Trustee or additional Trustees;

               o    To communicate information to the Plan Administrator and the
                    Trustee as needed for the proper performance of the duties
                    of each;

               o    To appoint an investment manager (or to refrain from such
                    appointment), to monitor the performance of the investment
                    manager so appointed, and to terminate such appointment
                    (more than one investment manger may be appointed and in
                    office at any time); and

               o    To establish and communicate to the Trustee a funding policy
                    for the Plan.

     (c)  Limitation on Obligations of Named Fiduciaries 

          No Named Fiduciary will have authority or responsibility to deal with
          matters other than as delegated to it under this Plan or by operation
          of law. A Named Fiduciary will not in any event be liable for breach
          of fiduciary responsibility or obligation by another fiduciary
          (including Named Fiduciaries) if the responsibility or authority of
          the act or omission deemed to be a breach was not within the scope of
          the Named Fiduciary's authority or delegated responsibility.

     (d)  Standard of Care and Skill

          The duties of each fiduciary will be performed with the care, skill,
          prudence and diligence under the circumstances then prevailing that a
          prudent person acting in a like capacity and familiar with such
          matters would use in the conduct of an enterprise of like character
          and with like objectives.


                                       8-2


<PAGE>   53




8.06 Status of Insurer

     The term Insurer refers to any legal reserve life insurance company
     licensed to do business in the state within which the Employer maintains
     its principal office. The Insurer will file such returns, keep such
     records, make such reports and supply such information as required by
     applicable law or regulation.

8.07 Adoption and Withdrawal by Other Organizations

     (a)  Procedure for Adoption 

          Subject to the provisions of this Section 8.07, any organization now
          in existence or hereafter formed or acquired, which is not already a
          Participating Employer under this Plan and which is otherwise legally
          eligible may, in the future, with the consent and approval of the Plan
          Sponsor, by formal Written Resolution (referred to in this Section as
          an Adoption Resolution), adopt the Plan and Trust hereby created for
          all or any classification of persons in its employment and thereby,
          from and after the specified effective date, become a Participating
          Employer under this Plan. Such consent will be effected by and
          evidenced by a formal Written Resolution of the Plan Sponsor. The
          Adoption Resolution may contain such specific changes and variations
          in Plan terms and provisions applicable to the adopting Participating
          Employer and its Employees as may be acceptable to the Plan Sponsor
          and the Trustee. However, the sole, exclusive right of any other
          amendment of whatever kind or extent to the Plan is reserved to the
          Plan Sponsor. The Adoption Resolution will become, as to the adopting
          organization and its Employees, a part of this Plan as then amended or
          thereafter amended. It will not be necessary for the adopting
          organization to sign or execute the original or then amended Plan and
          Trust Agreement or any future amendment to the Plan and Trust
          Agreement. The effective date of the Plan for the adopting
          organization will be that stated in the Adoption Resolution and from
          and after such effective date the adopting organization will assume
          all the rights, obligations and liabilities as a Participating
          Employer under this Plan. The administrative powers of and control by
          the Plan Sponsor as provided in the Plan, including the sole right of
          amendment or termination of the Plan, of appointment and removal of
          the Plan Administrator and the Trustee, and of appointment and removal
          of an investment manager will not be diminished by reason of the
          participation of the adopting organization in the Plan.

     (b)  Withdrawal

          Any Participating Employer may withdraw from the Plan at any time,
          without affecting the Plan Sponsor or other Participating Employers
          not withdrawing, by complying with the provisions of the Plan. A
          withdrawing Participating Employer may arrange for the continuation by
          itself or its successor of this Plan in separate forms for its own
          employees, with such amendments, if any, as it may deem proper, and
          may arrange for continuation of the Plan by merger with an existing
          plan and transfer of plan assets. The Plan Sponsor may, it its
          absolute discretion, terminate a Participating Employer's
          participation at any time when in its judgment the Participating
          Employer fails or refuses to discharge its obligations under the Plan.

     (c)  Adoption Contingent Upon Initial and Continued Qualifications 

          The adoption of this Plan by an organization as provided is hereby
          made contingent and subject to the condition precedent that said
          adopting organization meets all the statutory requirements for
          qualified plans, including, but not limited to, Sections 401(a) and
          501(a) of the Internal Revenue Code for its Employees. If the Plan or
          the Trust, in its operation, becomes disqualified, for any reason, as
          to the adopting organization and its Employees, the portion of the
          Plan assets allocable to them will be segregated as soon as


                                       8-3



<PAGE>   54


          is administratively feasible, pending either the prompt (1)
          requalification of the Plan as to the organization and its employees
          to the satisfaction of the Internal Revenue Service so as not to
          affect the continued qualified status thereof as to other Employers,
          (2) withdrawal of the organization from this Plan and a continuation
          by itself or its successor of its plan separately from this Plan, or
          by merger with another existing plan, with a transfer of its said
          segregated portion of Plan assets, or (3) termination of the Plan as
          to itself and its Employees.

8.08 Employer Contributions

     Employer contributions made to the Plan and Trust are made and will be held
     for the sole purpose of providing benefits to Participants and their
     Beneficiaries.

     In no event will any contribution made by the Employer to the Plan and
     Trust or income therefrom revert to the Employer except as provided in
     Section 7.01(e) or as provided below.

     (a)  Any contribution made to the Plan and Trust by the Employer because of
          a mistake of fact may be returned to the Employer within one year of
          such contribution.

     (b)  Notwithstanding any other provision of the Plan and Trust, if the
          Internal Revenue Service determines initially that the Plan, as
          adopted by the Employer, does not qualify under applicable sections of
          the Code and applicable Treasury Department Regulations, and the
          Employer does not wish to amend this Plan and Trust so that it does
          qualify, the value of all assets will be distributed by the Trustee to
          the Employer within one year after the date such initial qualification
          is denied. Thereafter, the Employer's participation in this Plan and
          Trust will be considered rescinded and of no force or effect.

     (c)  Any contribution made by the Employer will be conditioned on the
          deductibility of such contribution and may be refunded to the
          Employer, to the extent the contribution is determined not to be
          deductible, within one year after such determination is made.




                                       8-4



<PAGE>   55

                                   ARTICLE 9

                                ADMINISTRATION

9.01 Plan Administrator

     The Plan Administrator will have the responsibility for the general
     supervision and administration of the Plan and will be a fiduciary of the
     Plan. The Employer may, by Written Resolution, appoint one or more
     individuals to serve as Plan Administrator. If the Employer does not
     appoint an individual or individuals as Plan Administrator, the Employer
     will function as Plan Administrator. The Employer may at any time, with or
     without cause, remove an individual as Plan Administrator or substitute
     another individual therefor.

9.02 Powers and Duties of the Plan Administrator

     The Plan Administrator will be charged with and will have delegated to it
     the power, duty, authority and discretion to interpret and construe the
     provisions of this Plan, to determine its meaning and intent and to make
     application thereof to the facts of any individual case; to determine in
     its discretion the rights and benefits of Participants or the eligibility
     of Employees; to give necessary instructions and directions to the Trustee
     and the Insurer as herein provided or as may be requested by the Trustee
     and the Insurer from time to time; to resolve all questions of fact
     relating to any of the foregoing; and to generally direct the
     administration of the Plan according to its terms. All decisions of the
     Plan Administrator in matters properly coming before it according to the
     terms of this Plan, and all actions taken by the Plan Administrator in the
     proper exercise of its administrative powers, duties and responsibilities,
     will be final and binding upon all Employees, Participants and
     Beneficiaries and upon any person having or claiming any rights or interest
     in this Plan. The Employer and the Plan Administrator will make and receive
     any reports and information, and retain any records necessary or
     appropriate to the administration of this Plan or to the performance of
     duties hereunder or to satisfy any requirements imposed by law. In the
     performance of its duties, the Plan Administrator will be entitled to rely
     on information duly furnished by any Employee, Participant or Beneficiary
     or by the Employer or Trustee.

9.03 Actions of the Plan Administrator

     The Plan Administrator may adopt such rules as it deems necessary,
     desirable or appropriate with respect to the conduct of its affairs and the
     administration of the Plan. Whenever any action to be taken in accordance
     with the terms of the Plan requires the consent or approval of the Plan
     Administrator, or whenever an interpretation is to be made of the terms of
     the Plan, the Plan Administrator will act in a uniform and
     non-discriminatory manner, treating all Employees and Participants in
     similar circumstances in a like manner. If the Plan Administrator is a
     group of individuals, all of its decisions will be made by a majority vote.
     The Plan Administrator will have the authority to employ one or more
     persons to render advice or services with regard to the responsibilities of
     the Plan Administrator, including but not limited to attorneys, actuaries,
     and accountants. Any persons employed to render advice or services will
     have no fiduciary responsibility for any ministerial functions performed
     with respect to this Plan.

9.04 Reliance on Plan Administrator and Employer

     Until the Employer gives notice to the contrary, the Trustee and any
     persons employed to render advice or services will be entitled to rely on
     the designation of Plan Administrator that has been furnished to them. In
     addition, the Trustee and any persons employed to render advice or services
     will be fully protected in acting upon the written directions and
     instructions of the Plan Administrator made in accordance with the terms of
     this Plan. If the Plan Administrator is a group of individuals, unless
     otherwise specified, any one of such individuals will be authorized to sign
     documents on behalf of the Plan Administrator and such authorized
     signatures will be recognized by all person dealing with the Plan
     Administrator.


                                       9-1


<PAGE>   56



     The Trustee and any persons employed to render advice or services may take
     cognizance of any rules established by the Plan Administrator and rely upon
     them until notified to the contrary. The Trustee and any persons employed
     to render advice or services will be fully protected in taking any action
     upon any paper or document believed to be genuine and to have been properly
     signed and presented by the Plan Administrator, Employer or any agent of
     the Plan Administrator acting on behalf of the Plan Administrator.

9.05 Reports to Participants

     The Plan Administrator will report in writing to a Participant his Accrued
     Benefit under the Plan and the Vested Percentage of such benefit when the
     Participant terminates his employment or requests such a report in writing
     from the Plan Administrator. To the extent required by law or regulation,
     the Plan Administrator will annually furnish to each Participant, and to
     each Beneficiary receiving benefits, a report which fairly summarizes the
     Plan's most recent report.

9.06 Bond

     The Plan Administrator and other fiduciaries of the Plan will be bonded to
     the extent required by ERISA or other applicable law. No additional bond or
     other security for the faithful performance of any duties under this Plan
     will be required.

9.07 Compensation of Plan Administrator

     The Compensation of the Plan Administrator will be left to the discretion
     of the Plan Sponsor; no person who is receiving full pay from the Employer
     will receive compensation for services as Plan Administrator. All
     reasonable and necessary expenses incurred by the Plan Administrator in
     supervising and administering the Plan will be paid from the Plan assets by
     the Trustee at the direction of the Plan Administrator to the extent not
     paid by the Plan Sponsor.

9.08 Claims Procedure

     The Plan Administrator will make all determinations as to the rights of any
     Employee, Participant, Beneficiary or other person under the terms of this
     Plan. Any Employee, Participant or Beneficiary, or person claiming under
     them, may make claim for benefit under this Plan by filing written notice
     with the Plan Administrator setting forth the substance of the claim. If a
     claim is wholly or partially denied, the claimant will have the opportunity
     to appeal the denial upon filing with the Plan Administrator a written
     request for review within 60 days after receipt of notice of denial. In
     making an appeal the claimant may examine pertinent Plan documents and may
     submit issues and comments in writing. Denial of a claim or a decision on
     review will be made in writing by the Plan Administrator delivered to the
     claimant within 60 days after receipt of the claim or request for review,
     unless special circumstances require an extension of time for processing
     the claim or review, in which event the Plan Administrator's decision must
     be made as soon as possible thereafter but not beyond an additional 60
     days. If no action on an initial claim is taken within 120 days, the claims
     will be deemed denied for purposes of permitting the claimant to proceed to
     the review stage. The denial of a claim or the decision on review will
     specify the reasons for the denial or decision and will make reference to
     the pertinent Plan provisions upon which the denial or decision is based.
     The denial of a claim will also include a description of any additional
     material or information necessary for the claimant to perfect the claim and
     an explanation of the claim review procedure herein described. The Plan
     Administrator will serve as an agent for service of legal process with
     respect to the Plan unless the Employer, through written resolution,
     appoints another agent.

     If a Participant or Beneficiary is entitled to a distribution from the
     Plan, the Participant or Beneficiary will be responsible for providing the
     Plan Administrator with his current address. If the Plan Administrator
     notifies the Participant or Beneficiary by registered mail


                                       9-2


<PAGE>   57

     (return receipt requested) at his last known address that he is entitled to
     a distribution and also notifies him of the provisions of this paragraph,
     and the Participant or Beneficiary fails to claim his benefits under the
     Plan or provide his current address to the Plan Administrator within one
     year after such notification, the distributable amount will be forfeited
     and used to reduce the cost of the Plan. If the Participant or Beneficiary
     is subsequently located, such benefit will be restored.

9.09 Liability of Fiduciaries

     Except for a breach of fiduciary responsibility due to gross negligence or
     willful misconduct, the Plan Administrator will not incur any individual
     liability for any decision, act, or failure to act hereunder. The Plan
     Administrator may engage agents to assist it and may engage legal counsel
     who may be counsel for the Employer. The Plan Administrator will not be
     responsible for any action taken or omitted to be taken on the advice of
     counsel.

     If there is more than one person serving as a fiduciary in any capacity
     (for example, co-Trustees), each will use reasonable care to prevent the
     other or others from committing a breach of this Plan. Nothing contained in
     this Section will preclude any agreement allocating specific
     responsibilities or obligations among the co-fiduciaries provided that the
     agreement does not violate any of the terms and provisions of this Plan. In
     those instances where any duties have been allocated between
     co-fiduciaries, a fiduciary will not be liable for any loss resulting to
     the Plan arising from any act or omission on the part of another
     co-fiduciary to whom responsibilities or obligations have been allocated
     except under the following circumstances:

          o    If he participates knowingly in, or knowingly undertakes to
               conceal, an act or omission of a co-fiduciary knowing the act or
               omission is a breach; or

          o    If by his failure to comply with his specific responsibilities
               which give rise to his status as a fiduciary, he has enabled the
               other fiduciary to commit a breach; or

          o    If he has knowledge of a breach by a co-fiduciary, unless he
               makes reasonable efforts under the circumstances to remedy the
               breach.

9.10 Expenses of Administration

     The Employer does not and will not guarantee the Plan assets against loss.
     The Employer may in its sole discretion, but will not be obligated to, pay
     the ordinary expenses of establishing the Plan, including the fees of
     consultants, accountants and attorneys in connection therewith. The
     Employer may, in its sole discretion (but will not be obligated to), pay
     other costs and expenses of administering the Plan, the taxes imposed upon
     the Plan, if any, and the fees, charges or commissions with respect to the
     purchase and sale of Plan assets. Unless paid by the Employer, such costs
     and expenses, taxes (if any), and fees, charges and commissions will be a
     charge upon Plan assets and deducted by the Trustee.

9.11 Distribution Authority

     If any person entitled to receive payment under this Plan is a minor,
     declared incompetent or is under other legal disability, the Plan
     Administrator may, in its sole discretion, direct the Trustee to:

          o    Distribute directly to the person entitled to the payment;

          o    Distribute to the legal guardian or, if none, to a parent of the
               person entitled to payment or to a responsible adult with whom
               the person entitled to payment maintains his residence;



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<PAGE>   58

          o    Distribute to a custodian for the person entitled to payment
               under the Uniform Gifts to Minors Act if permitted by the laws of
               the state in which the person entitled to payment resides; or

          o    Withhold distribution of the amount payable until a court of
               competent jurisdiction determines the rights of the parties
               thereto or appoints a guardian of the estate of the person
               entitled to payment.

     If there is any dispute, controversy or disagreement between any
     Beneficiary or person and any other person as to who is entitled to receive
     the benefits payable under this Plan, or if the Plan Administrator is
     uncertain as to who is entitled to receive benefits, or if the Plan
     Administrator is unable to locate the person who is entitled to benefits,
     the Plan Administrator may with acquittance interplead the funds into a
     court of competent jurisdiction in the judicial district in which the
     Employer maintains its principal place of business and, upon depositing the
     funds with the clerk of the court, be released from any further
     responsibility for the payment of the benefits. If it is necessary for the
     Plan Administrator to retain legal counsel or incur any expense in
     determining who is entitled to receive the benefits, whether or not it is
     necessary to institute court action, the Plan Administrator will be
     entitled to reimbursement from the benefits for the amount of its
     reasonable costs, expenses and attorneys' fees incurred.





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<PAGE>   59



                                   ARTICLE 10

                        AMENDMENT OR TERMINATION OF PLAN


10.01 Right of Plan Sponsor to Amend or Terminate

      The Plan Sponsor reserves the right to alter, amend, revoke or terminate
      this Plan. No amendment will deprive any Participant or Beneficiary of any
      vested right nor will it reduce the present value (determined upon an
      actuarial equivalent basis) of any Accrued Benefit to which he is then
      entitled with respect to Employer contributions previously made, except as
      may be required to maintain the Plan as a qualified plan under the Code.
      No amendment will change the duties or responsibilities of the Trustee
      without its express written consent thereto.

      A plan amendment which has the effect of (a) eliminating or reducing an
      early retirement benefit or a retirement-type subsidy, or (b) eliminating
      an optional benefit form, will, with respect to benefits attributable to
      service before the amendment be treated as reducing Accrued Benefits. In
      the case of a retirement-type subsidy, the preceding sentence will apply
      only with respect to a Participant who satisfies (either before or after
      the amendment) the preamendment conditions for the subsidy. In general, a
      retirement-type subsidy is a subsidy that continues after retirement but
      does not include a disability retirement benefit, a medical benefit, a
      social security supplement, a pre-retirement death benefit, or a plant
      shutdown benefit (that does not continue after retirement).

      A minimum Accrued Benefit value will apply if this Plan is or becomes a
      successor to a profit sharing plan, a defined contribution pension plan, a
      target benefit plan, or a defined benefit pension plan which was fully
      insured, or any plan under which the accrued benefit of a Participant was
      determined as a lump sum or account balance. The actuarial equivalent
      value of a Participant's Accrued Benefit will not be less than the
      actuarial equivalent value of his Accrued Benefit on the Effective Date of
      the Plan.

10.02 Allocation of Assets Upon Termination of Plan

      If this Plan is revoked or terminated (in whole or in part) or if
      contributions are completely discontinued the Accounts of all affected
      Participants will become non-forfeitable. The Employer will then arrange
      for allocation of all assets among Participants so affected by the total
      or partial termination in accordance with the requirements of all
      applicable law and the regulations and requirements of the Internal
      Revenue Service. All allocated amounts will be retained in the Plan to the
      credit of the individual Participants until distribution as directed by
      the Employer. Distribution to Participants may be in the form of cash or
      other Plan assets or partly in each.

10.03 Exclusive Benefit

      At no time will any part of the principal or income of the Plan assets be
      used or diverted for purposes other than the exclusive benefit of
      Participants in the Plan and their Beneficiaries, nor may any portion of
      the Plan assets revert to the Employer except as provided in Sections
      7.01(e) and 8.08.

10.04 Failure to Qualify

      Notwithstanding any of the foregoing provisions, if this Plan, upon
      adoption by the Employer, is submitted to the Internal Revenue Service
      which then determines that the Plan as initially adopted by the Employer
      is not a qualified plan under the Code, the Employer may elect to
      terminate this Plan by giving written notice thereof. Such termination
      will have the same effect as if the Plan were never adopted, all policies
      and contracts will be cancelled, and all contributions, to the extent
      recoverable from the Trustee, will be returned to their


                                      10-1


<PAGE>   60


      source. If any amendment to this Plan is submitted to the Internal Revenue
      Service within the period allowed under Code Section 401(b) which then
      determines that the Plan as amended is not a qualified plan under the
      Code, the Employer may cancel or modify any or all provisions of the
      amendment retroactive to the effective date of the amendment in order to
      maintain the qualified status of the Plan, whereupon written notice
      thereof will be furnished to all affected Employees, Participants and
      Beneficiaries.

10.05 Mergers, Consolidations or Transfers of Plan Assets

      In the event this Plan is merged or consolidated with another plan which
      is qualified under Code Sections 401(a) (and 501(a) if applicable), or in
      the event of a transfer of the assets or liabilities of this Plan to
      another plan which is qualified under Code Sections 401(a) (and 501(a) if
      applicable), the benefit which each Participant would be entitled to
      receive under the successor plan or other plan if it were terminated
      immediately after the merger, consolidation or transfer will be equal to
      or greater than the benefit which the Participant would have received
      immediately before the merger, consolidation or transfer if this Plan had
      then terminated.

      Any transfer of assets and/or liabilities to (or from) this Plan from (or
      to) another plan qualified under Code Sections 401(a) (and 501(a) if
      applicable) will be evidenced by a Written Resolution by the Plan Sponsor
      of each affected plan which specifically authorizes such transfer of
      assets and/or liabilities.

      Any transfer of assets to this Plan will be allowed under the provisions
      of this Section if such transferred assets are not required to be paid in
      the form of a qualified joint & survivor annuity or a qualified survivor
      annuity in accordance with Code Section 401(a)(11).

10.06 Effect of Plan Amendment on Vesting Schedule

      No amendment to the Vesting Schedule will deprive a Participant of his
      nonforfeitable right to his Vested Accrued Benefit as of the date of the
      amendment. Further, if the Vesting Schedule of the Plan is amended, or if
      the Plan is amended in any way that directly or indirectly affects the
      computation of a Participant's non-forfeitable percentage, each
      Participant with at least 3 Years of Vesting Service as of the last day of
      the election period described below may elect, within a reasonable period
      after the adoption of the amendment, to have his Vested Percentage
      computed under the Plan without regard to such amendment. The period
      during which such election may be made will commence with the date the
      amendment is adopted and will end 60 days after the latest of:

      (a)  the date the amendment is adopted;

      (b)  the date the amendment becomes effective; or

      (c)  the date the Participant is issued written notice of the amendment by
           the Employer.





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<PAGE>   61

                                   ARTICLE 11

                             TRUSTEE AND TRUST FUND


11.01 Acceptance of Trust

      The Trustee, by signing this Agreement, accepts this Trust and agrees to
      perform the duties of the Trustee in accordance with the terms and
      conditions set forth herein.

11.02 Trust Fund

      (a)  Purpose and Nature 

           The Trustee will establish and maintain a Trust Fund for purposes of
           providing a means of accumulating the assets necessary to provide the
           benefits which become payable under the Plan. The Trustee will
           receive, hold and invest all contributions made by the Employer, any
           Participating Employers, and the Participants, including the
           investment earnings thereon. The Trust Fund arising from such
           contributions and earnings will consist of all assets held by the
           Trustee under the Plan and Trust. All benefits payable under the Plan
           will be paid by the Trustee from the Trust Fund.

           Any person having any claim under the Plan will look solely to the
           assets of the Trust Fund for satisfaction. In no event will the Plan
           Administrator, the Employer, any Employees, any officer of the
           Employer or any agents of the Employer or the Plan Administrator be
           liable in their individual capacities to any person whomsoever, under
           the provisions of this Plan and Trust, except as provided by law.

           The Trust Fund will be used and applied only in accordance with the
           provisions of the Plan and Trust, to provide the benefits thereof,
           and no part of the corpus or income of the Trust Fund will be used
           for, or diverted to, purposes other than for the exclusive benefit of
           the Participants or their Beneficiaries entitled to benefits under
           the Plan, except to the extent specifically provided elsewhere
           herein.

     (b)  Investments

           The Trustee will invest the Trust Fund in accordance with the
           investment policy for the Trust Fund considering the fiduciary
           requirements of law, the objectives of the Plan, and the liquidity
           needs of the Plan.

     (c)  Investment Policy

           The Plan Sponsor (or the Plan Administrator or an Investment
           Committee appointed by the Plan Sponsor) will have the right to
           periodically provide the Trustee with a written investment policy
           which, in consideration of the needs of the Plan, sets forth the
           investment objectives, policies, and guidelines which the Plan
           Sponsor judges to be appropriate and prudent.

           If a written investment policy is not so provided, then the Trustee
           will set forth the investment policy for the Plan. In doing so, the
           Trustee may consult with the Plan Sponsor (or the Plan Administrator
           or an Investment Committee appointed by the Plan Sponsor) to secure
           information with regard to Plan Sponsor investment objectives and
           general investment policy.

     (d)  Operation of Trust Fund

           The Trust Fund will be maintained in accordance with the accounting
           requirements of the Plan. No Participant will have any right to any
           specific asset or any specific portion of the Trust Fund prior to
           distribution of benefits. Withdrawals from the Trust Fund


                                      11-1



<PAGE>   62


          will be made to provide benefits to Participants and Beneficiaries in
          the amounts specified by the Plan, and to pay expenses authorized by
          the Plan Administrator.

     (e)  Plan Sponsor Direction of Investment 

          The Plan Sponsor will have the right to direct the Trustee with
          respect to the investment and reinvestment of assets comprising the
          Trust Fund. The Trustee and the Plan Sponsor (or the Plan
          Administrator or an Investment Committee appointed by the Plan
          Sponsor) will execute a letter of agreement as a part of this Plan
          containing such conditions, limitations and other provisions they deem
          appropriate before the Trustee will follow any Plan Sponsor direction
          with respect to the investment or reinvestment of any part of the
          Trust Fund.

11.03 Receipt of Contributions

      The Trustee will be accountable to the Employer for the funds contributed
      to it, but will have no duty to see that the contributions received comply
      with the provisions of the Plan. The Trustee will not be obligated to
      collect any contributions from the Employer or the Participants.

11.04 Powers of the Trustee

      Subject to the provisions and limitations contained elsewhere in this
      Plan, the Trustee will have full discretion and authority with regard to
      the investment of the Trust Fund. The Trustee is authorized and empowered,
      but not by way of limitation, with the following powers, rights and
      duties:

      (a)   To invest any part or all of the Trust Fund in any common or
            preferred stocks, open-end or closed-end mutual funds, United States
            retirement plan bonds, corporate bonds, debentures, convertible
            debentures, commercial paper, U.S. Treasury bills, book entry
            deposits with the United States Federal Reserve Bank or System,
            Master Notes or similar arrangements sponsored by the Trustee or any
            other financial institution as permitted by law, improved or
            unimproved real estate situated in the United States, mortgages,
            notes or other property of any kind, real or personal, as a prudent
            man would so invest under like circumstances with due regard for the
            purposes of this Plan;

      (b)   To maintain any part of the assets of the Trust Fund in cash, or in
            demand or short-term time deposits bearing a reasonable rate of
            interest (including demand or short-term time deposits of or with
            the Trustee), or in a short-term investment fund or in other cash
            equivalents having ready marketability, including, but not limited
            to, U.S. Treasury Bills, commercial paper, certificates of deposit
            (including such certificates of deposit of or with the Trustee), and
            similar types of short-term securities, as may be deemed necessary
            by the Trustee in its sole discretion;

      (c)   To manage, sell, contract to sell, grant options to purchase,
            convey, exchange, transfer, abandon, improve, repair, insure, lease
            for any term even though commencing in the future or extending
            beyond the term of the Trust, and otherwise deal with all property,
            real or personal, in such manner, for such considerations and on
            such terms and conditions as the Trustee will decide;

      (d)   To credit and distribute the Trust as directed by the Plan
            Administrator or any agent of the Plan Administrator. The Trustee
            will not be obliged to inquire as to whether any payee or
            distributee is entitled to any payment or whether the distribution
            is proper or within the terms of the Plan, or as to the manner of
            making any payment or distribution. The Trustee will be accountable
            only to the Plan Administrator for any payment or distribution made
            by it in good faith on the order or direction of the Plan
            Administrator or any agent of the Plan Administrator;


                                      11-2


<PAGE>   63


      (e)   To borrow money, assume indebtedness, extend mortgages and encumber
            by mortgage or pledge;

      (f)   To compromise, contest, arbitrate, or abandon claims and demands, in
            its discretion;

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

      (h)   To hold any securities or other property in the name of the Trustee
            or its nominee, or in another form as it may deem best, with or
            without disclosing the trust relationship;

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

      (j)   To retain any funds or property subject to any dispute without
            liability for the payment of interest, and to decline to make
            payment or delivery of the funds or property until final
            adjudication is made by a court of competent jurisdiction;

      (k)   To file all tax forms or returns required of the Trustee;

      (l)   To begin, maintain or defend any litigation necessary in connection
            with the administration of the Plan, except that the Trustee will
            not be obligated to or required to do so unless indemnified to its
            satisfaction; and

      (m)   To keep any or all of the Trust property at any place or places
            within the United States or abroad, or with a depository or
            custodian at such place or places; provided, however, that the
            Trustee may not maintain the indicia of ownership of any assets of
            the Plan outside the jurisdiction of the District Courts of the
            United States, except as may be expressly authorized in U.S.
            Treasury or U.S. Department of Labor regulations.

11.05 Investment in Common or Collective Trust Funds

      Notwithstanding the provisions of Section 11.04, the Plan Sponsor
      specifically authorizes the Trustee to invest all or any portion of the
      assets comprising the Trust Fund in any common or collective trust fund
      which at the time of the investment provides for the pooling of the assets
      of plans qualified under Code Section 401(a). The authorization applies
      only if such common or collective trust fund: (a) is exempt from taxation
      under Code Section 584 or 501(a); (b) if exempt under Code Section 501(a),
      expressly limits participation to pension and profit sharing trusts which
      are exempt under Code Section 501(a) by reason of qualifying under Code
      Section 401(a); (c) prohibits that part of its corpus or income which
      equitably belongs to any participating trust from being used for or
      diverted to any purposes other than for the exclusive benefit of the
      Employees or their Beneficiaries who are entitled to benefits under such
      participating trust; (d) prohibits assignment by participating trust of
      any part of its equity or interest in the group trust; and (e) the sponsor
      of the group trust created or organized the group trust in the United
      States and maintains the group trust at all times as a domestic trust in
      the United States. The provisions of the common or collective trust fund
      agreement, as amended by the Trustee from time to time, are by this
      reference incorporated within this Plan and Trust. The provisions of the
      common or collective trust fund will govern any investment of Plan assets
      in that fund. This provision constitutes the express permission required
      by Section 408(b)(8) of ERISA.





                                      11-3


<PAGE>   64


11.06 Investment in Insurance Company Contracts

      The Trustee may invest any portion of the Trust Fund in a deposit
      administration, guaranteed investment or similar type of investment
      contract (hereinafter referred to as Contract); provided, however, that no
      such Contract may provide for an optional form of benefit which would not
      be provided for under the provisions hereof. The Trustee will be the
      complete and absolute owner of Contracts held in the Trust Fund.

      The Trustee may convert from one form to another any Contract held in the
      Trust Fund; designate any mode of settlement; sell or assign any Contract
      held in the Trust Fund; surrender for cash any Contract held in the Trust
      Fund; agree with the insurance company issuing any Contract to any
      release, reduction, modification or amendment thereof; and, without
      limitation of any of the foregoing, exercise any and all of the rights,
      options and privileges that belong to the absolute owner of any Contract
      held in the Trust Fund that are granted by the terms of any such Contract
      or by the terms of this Agreement.

      The Trustee will hold in the Trust Fund the proceeds of any sale,
      assignment or surrender of any Contract held in the Trust Fund and any and
      all dividends and other payments of any kind received in respect to any
      Contract held in the Trust Fund.

      No insurance company which may issue any Contract based upon the
      application of the Trustee will be responsible for the validity of this
      Plan, be required to look into the terms of this Plan, be required to
      question any act of the Plan Administrator or the Trustee hereunder or be
      required to verify that any action of the Trustee is authorized by this
      Plan. If a conflict should arise between the terms of the Plan and any
      such Contract, the terms of the Plan will govern.

11.07 Fees and Expenses from Fund

      The Trustee will be entitled to receive reasonable annual compensation as
      may be mutually agreed upon from time to time between the Plan Sponsor and
      the Trustee. The Trustee will pay all expenses reasonably incurred by it
      in its administration and investment of the Trust Fund from the Trust Fund
      unless the Plan Sponsor pays the expenses. No person who is receiving full
      pay from the Plan Sponsor will receive compensation for services as
      Trustee.

11.08 Records and Accounting

      The Trustee will keep full and complete records of the administration of
      the Trust Fund which the Employer and the Plan Administrator may examine
      at any reasonable time. As soon as practical after the end of each Plan
      Year and at such other reasonable times as the Employer may direct, the
      Trustee will prepare and deliver to the Employer and the Plan
      Administrator an accounting of the administration of the Trust, including
      a report on the fair market value of all assets of the Trust Fund.

11.09 Distribution Directions

      If no one claims a payment or distribution made from the Trust, the
      Trustee will notify the Plan Administrator and will dispose of the payment
      in accordance with the subsequent direction of the Plan Administrator.

11.10 Third Party

      No person dealing with the Trustee will be obliged to see to the proper
      application of any money paid or property delivered to the Trustee, or to
      inquire whether the Trustee has acted pursuant to any of the terms of the
      Plan. Each person dealing with the Trustee may act upon any notice,
      request or representation in writing by the Trustee, or by the Trustee's
      duly authorized agent, and will not be liable to any person whomsoever in
      so doing. The certification of the Trustee that it is acting in accordance
      with the Plan will be conclusive in favor of any person relying on the
      certification.


                                      11-4


<PAGE>   65


11.11 Professional Agents, Affiliates and Arbitration

     (a)  Professional Agents

          The Trustee may employ and pay from the Trust Fund reasonable
          compensation to agents, attorneys, accountants and other persons to
          advise the Trustee as in its opinion may be necessary. The Trustee may
          delegate to any agent, attorney, accountant or other person selected
          by it any non-Trustee power or duty vested in it by the Plan; the
          Trustee may act or refrain from acting on the advice or opinion of any
          agent, attorney, accountant or other person so selected.

     (b)  Use of Affiliates

          (1)  Charles Schwab Trust Company (CSTC) is authorized to contract or
               make other arrangements with The Charles Schwab Corporation,
               Charles Schwab & Co., Inc., their affiliates and subsidiaries,
               successors and assigns (collectively referred to as Schwab), and
               any other organizations affiliated with or subsidiaries of CSTC
               or related entities, for the provision of services to the Trust
               Fund or Plan, except where such arrangements are prohibited by
               law or regulation.

          (2)  CSTC is authorized to place securities orders, settle securities
               trades, hold securities in custody and other related activities
               on behalf of the Trust Fund through or by Schwab whenever
               possible unless the Authorized Person specifically instructs the
               use of another Broker. Trades and related activities conducted
               through the Broker will be subject to fees and commissions
               established by the Broker, which may be paid from the Trust Fund
               or netted form the proceeds of trades.

          (3)  Trades will not be executed through Schwab unless the Plan
               Administrator and the Authorized Person have received disclosure
               concerning the relationship of Schwab to CSTC, and the fees and
               commissions which may be paid to Schwab, CSTC and any affiliate
               or subsidiary of any of them as a result of using Schwab to
               execute trades or for other services.

          (4)  CSTC is authorized to disclose such information as is necessary
               to the operation and administration of the Trust Fund to Schwab
               and to such other persons or organizations that CSTC determines
               have a legitimate business purpose for obtaining such
               information.

          (5)  At the direction of the Authorized Person, CSTC may purchase
               shares of regulated investment companies (or other investment
               vehicles) advised by Schwab or CSTC ("Schwab Funds"), except to
               the extent that such investment is prohibited by law or
               regulation. Schwab Fund shares may not be purchased for or held
               by the Trust Fund unless the Plan Administrator has received
               disclosure concerning the relationship of Schwab or CSTC to the
               Schwab Funds, and any fees which may be paid to such entities.

          (6)  To the extent permitted under applicable laws, CSTC may invest in
               deposits, long and short term debt instruments, stocks and other
               securities, including those of CSTC or Schwab.

          (7)  CSTC and Schwab are authorized to tape record conversations
               between CSTC or Schwab and persons acting on behalf of the Plan
               or a Participant in order to verify data on transactions.




                                      11-5


<PAGE>   66


      (c)  Arbitration 

           Any dispute under this agreement will be resolved by submission of
           the issue to a member of the American Arbitration Association who is
           chosen by the Employer and the Trustee. If the Employer and the
           Trustee cannot agree on such a choice, each will nominate a member of
           the American Arbitration Association, and the two nominees will then
           select an arbitrator. Expenses of the arbitration will be paid as
           decided by the arbitrator.

11.12 Valuation of Trust

      The Trustee will value the Trust Fund as of the last day of each Plan Year
      to determine the fair market value of the Trust, and the Trustee will
      value the Trust Fund on such other date(s) as may be necessary to carry
      out the provisions of the Plan.

11.13 Liability of Trustee

      The Trustee will be liable only for the safeguarding and administration of
      the assets of this Trust Fund in accordance with the provisions hereof and
      any amendments hereto and no other duties or responsibilities will be
      implied. The Trustee will not be required to pay any interest on funds
      paid to or deposited with it or to its credit under the provisions of this
      Trust, unless pursuant to a written agreement between the Employer and the
      Trustee. The Trustee will not be responsible for the adequacy of the Trust
      Fund to meet and discharge any liabilities under the Plan and will not be
      required to make any payment of any nature except from funds actually
      received as Trustee. The Trustee may consult with legal counsel (who may
      be legal counsel for the Employer) selected by the Trustee and will be
      fully protected for any action taken, suffered or omitted in good faith in
      accordance with the opinion of said legal counsel. It will not be the duty
      of the Trustee to determine the identity or mailing address of any
      Participant or any other person entitled to benefits hereunder, such
      identity and mailing addresses to be furnished by the Employer, the Plan
      Administrator or an agent of the Plan Administrator. The Trustee will be
      under no liability in making payments in accordance with the terms of this
      Plan and the certification of the Plan Administrator or an agent of the
      Plan Administrator who has been granted such powers by the Plan
      Administrator.

      Except to the extent required by any applicable law, no bond or other
      security for the faithful performance of duty hereunder will be required
      of the Trustee.

11.14 Removal or Resignation and Successor Trustee

      A Trustee may resign at any time upon giving 30 days prior written notice
      to the Plan Sponsor or, with the consent of the Plan Sponsor, a Trustee
      may resign with less than 30 days prior written notice.

      The Plan Sponsor may remove a Trustee by giving at least 30 days prior
      written notice to the Trustee.

      Upon the removal or resignation of a Trustee, the Plan Sponsor will
      appoint and designate a successor Trustee which will be one or more
      individual successor Trustees or a corporate Trustee organized under the
      laws of the United Sates or of any state thereof with authority to accept
      and execute trusts. Any successor Trustee must accept and acknowledge in
      writing its appointment as a successor Trustee before it can act in such
      capacity.

      Title to all property and records or true copies of such records necessary
      to the current operation of the Trust Fund held by the Trustee hereunder
      will vest in any successor Trustee acting pursuant to the provisions
      hereof, without the execution or filing of any further instrument. Any
      resigning or removed Trustee will execute all instruments and do all acts
      necessary to vest such title in any successor Trustee of record. Each
      successor Trustee will have, exercise and enjoy all the powers, both
      discretionary and ministerial, herein conferred upon his predecessor. No
      successor Trustee will be obligated to examine the accounts,


                                      11-6



<PAGE>   67
      records and acts of any previous Trustee or Trustees, and each successor
      Trustee in no way or manner will be responsible for any action or omission
      to act on the part of any previous Trustee.

      Any corporation which results from any merger, consolidation or purchase
      to which the Trustee may be a party, or which succeeds to the trust
      business of the Trustee, or to which substantially all the trust assets of
      the Trustee may be transferred, will be the successor to the Trustee
      hereunder without any further act or formality with like effect as if the
      successor Trustee had originally been named Trustee herein; and in any
      such event it will not be necessary for the Trustee or any successor
      Trustee to give notice thereof to any person, and any requirement,
      statutory or otherwise, that notice will be given is hereby waived.

11.15 Appointment of Investment Manager

      One or more Investment Managers may be appointed by the Plan Sponsor (or
      the Plan Administrator) to exercise full investment management authority
      with respect to all or a portion of the Trust assets. Authorized payment
      of the fees and expenses of the Investment Manager(s) may be made from the
      Trust assets. For purposes of this agreement, any Investment Manager so
      appointed will, during the period of his appointment, possess fully and
      absolutely those powers, rights and duties of the Trustee (to the extent
      delegated by the Plan Sponsor or the Plan Administrator) with respect to
      the investment or reinvestment of that portion of the Trust assets over
      which the Investment Manager has investment management authority. The
      Investment Manager must be one of the following:

      (a)   Registered as an investment advisor under the Investment Advisors
            Act of 1940;

      (b)   A bank, as defined in the Investment Advisors Act of 1940; or

      (c)   An insurance company qualified to manage, acquire, or dispose of
            such Plan assets under the laws of more than one state.

      Any Investment Manager will acknowledge in writing to the Plan Sponsor or
      the Plan Administrator and to the Trustee that he or it is a fiduciary
      with respect to the Plan. During any period of time when the Investment
      Manager is so appointed and serving, and with respect to those assets in
      the Plan over which the Investment Manager exercises investment management
      authority, the Trustee's responsibility will be limited to holding such
      assets as a custodian, providing accounting services, disbursing benefits
      as authorized, and executing such investment instructions only as directed
      by the Investment Manager. The Trustee will not be responsible for any
      acts or omissions of the Investment Manager. Any certificates or other
      instruments duly signed by the Investment Manager (or the authorized
      representative of the Investment Manager), purporting to evidence any
      instruction, direction or order of the Investment Manager with respect to
      the investment of those assets of the Plan over which the Investment
      Manager has investment management authority, will be accepted by the
      Trustee as conclusive proof thereof. The Trustee will also be fully
      protected in acting in good faith upon any notice, instruction, direction,
      order, certificate, opinion, letter, telegram or other document believed
      by the Trustee to be genuine and from the Investment Manager (or the
      authorized representative of the Investment Manager). The Trustee will not
      be liable for any action taken or omitted by the Investment Manager or for
      any mistakes of judgment or other action made, taken or omitted by the
      Trustee in good faith upon direction of the Investment Manager.

11.16 Loans to Participants

      The Plan Administrator may authorize the Trustee to lend on a
      nondiscriminatory basis to a Participant an amount from the Plan as
      specified herein; provided, a reasonable rate of interest will be charged
      on the loan, the loan will be secured by 50% of the Participant's


                                      11-7


<PAGE>   68



     Vested Accrued Benefit in the Plan, and provision for repayment will be
     made. All loans will be subject to the approval of the Plan Administrator
     which will investigate each application for a loan. The Plan Administrator
     will prescribe such rules as may be necessary to provide guidelines as to
     under which circumstances and for what purpose loans will be permitted.

     The Plan Administrator will prescribe guidelines as to which Account or
     Accounts loans may be made from. Each loan made to a Participant will be
     made from the Participant's allowable Account or Accounts. All interest and
     principal repayments will be credited to the Participant's Account from
     which the loan was made.

     In addition to any additional rules and regulations as the Plan
     Administrator may adopt all loans will comply with the following terms and
     conditions:

     (a)  Only Active and Inactive Participants will be eligible to apply for a
          loan. Each application for a loan will be made in writing to the Plan
          Administrator, whose action thereon will be final.

     (b)  Each loan will be made against collateral being the assignment of 50%
          of the borrower's entire right, title and interest in and to the Trust
          Fund, supported by the borrower's promissory note for the amount of
          the loan, including interest payable to the order to the Trustee, and
          any additional security deemed necessary to adequately secure the
          Loan. If a person fails to make a required payment within 90 days of
          the due date set forth in the loan agreement, the loan will be in
          default. There will be no foreclosure against a Participant's Accrued
          Benefit prior to his becoming entitled to a distribution of benefits
          in accordance with the terms of this Plan. All loans will become due
          and payable in full upon the termination of a Participant's
          employment. If a Participant with an outstanding loan terminates
          employment and becomes entitled to a distribution of benefits from the
          Plan, then the outstanding balance of the unpaid loan plus any accrued
          interest thereon will be deducted from the amount of otherwise
          distributable benefits and the Participant's promissory note will be
          distributed to the Participant.

     (c)  The principal repayment will be amortized over the fixed life of a
          loan with installments of principal and interest to be paid not less
          often than quarterly. The period of repayment for each loan will be
          arrived at by mutual agreement between the Plan Administrator and the
          borrower, but in no event will such period exceed a reasonable period
          of time. The period of repayment will in no event exceed 5 years
          unless the loan is to be used to acquire, construct, reconstruct or
          substantially rehabilitate any dwelling unit which, within a
          reasonable period of time, is to be used as a principal residence of
          the Participant or a member of the family (spouse, brother, sister,
          ancestor, or lineal descendants) of the Participant.

     (d)  The minimum amount of any loan is equal to $1,000.

     (e)  The maximum amount of any loan is such that when the amount of the
          loan is added to the outstanding balance of all other loans made to
          the Participant from the Plan (and any other plans maintained by the
          Employer or any Related Employer) the total does not exceed the lesser
          of:

          (1)  50% of the Participant's Vested Accrued Benefit; or

          (2)  $50,000, reduced by the amount, if any, of the highest balance of
               all outstanding loans to the Participant during the one-year
               period ending on the day prior to the day on which the loan in
               question is made.



                                      11-8


<PAGE>   69


     (f)  Each loan will bear interest at a rate equal to the prime rate which
          is published in the Wall Street Journal as being representative of the
          base rate on corporate loans at large U.S. money center commercial
          banks on the date on which the loan is made.

     (g)  A Participant may have only one loan outstanding at any time and may
          make a new loan no more frequently than once per year.

     (h)  Each loan will require the Participant (and, if the Participant is
          married, the Participant's spouse) to consent to the loan and the
          possible reduction in the Participant's Accrued Benefit. Such consent
          must be made in writing within the 90-day period before the making of
          the loan.

     (i)  No loan will be permitted to a Participant in a year in which he is
          either an Owner-Employee or Shareholder-Employee as defined in Code
          Section 4975(d).








                                      11-9



<PAGE>   70








IN WITNESS WHEREOF, this instrument has been executed by the duly authorized and
empowered officers of the Employer, this 16th day of June, 1995.


                                       Thomas Group, Inc.


                                       By: /s/ [ILLEGIBLE]
                                          --------------------------------------



Each Trustee agrees to continue to serve as Trustee under the terms of this
instrument.




                                           /s/ [ILLEGIBLE]
                                          --------------------------------------
                                          Charles Schwab Trust Company, Trustee





                                          --------------------------------------
                                          Philip R. Thomas, Trustee of 
                                          GIC Contracts



                                           /s/ [ILLEGIBLE]
                                          --------------------------------------
                                          Lee Grubb, Trustee of GIC Contracts