<PAGE>   1

                                                                   EXHIBIT 10.25

                                AMENDMENT NO. 3

              ODYSSEY REINSURANCE CORPORATION PROFIT SHARING PLAN

     The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended as provided below:

     Effective January 1, 2000,

        by striking the following:

<TABLE>
        <S>                                        <C>
        Title Page...............................
        Page 5...................................  Page 40
        Page 6...................................  Page 42
        Page 15..................................
        Page 17..................................
        Page 19..................................
        Page 21..................................
</TABLE>

        and substituting the following:

<TABLE>
        <S>                                        <C>
        Title Page...............................
        Page 5...................................  Page 40
        Page 6...................................  Page 42
        Page 15..................................
        Page 17..................................
        Page 17a.................................
        Page 19..................................
        Page 19a.................................
        Page 21..................................
</TABLE>

     The provisions and conditions set forth on any page of this amendment are a
part of the Plan as fully as if recited over the signature(s) below.

     Unless otherwise stated on any page of this amendment, eligibility for any
benefits and the amount of such benefits payable to or on behalf of an
individual who is an Inactive Participant on the effective date(s) stated above,
shall be determined according to the provisions of the Plan as in effect on the
day before he became an Inactive Participant.

     By signing this amendment, the Employer acknowledges having counseled to
the extent necessary with selected legal and tax advisors regarding the
amendment's legal and tax implications.

Signed this 30 day of December, 1999.

<TABLE>
<S>                                            <C>
ODYSSEY REINSURANCE CORPORATION                ODYSSEY AMERICA REINSURANCE CORPORATION

By /s/ Donald L. Smith                         By /s/ Donald L. Smith
                                               ---------------------------------------------
---------------------------------------------
    Title: Senior Vice President               Title: Senior Vice President
</TABLE>
<PAGE>   2

                        AMEND. NO. 3 PAGE DTD. 1-1-2000

                          ODYSSEY AMERICA REINSURANCE

                        CORPORATION PROFIT SHARING PLAN

Defined Contribution Plan 7.7
Restated January 1, 1989
<PAGE>   3

                        AMEND. NO. 3 PAGE DTD. 1-1-2000

                                  INTRODUCTION

     The Primary Employer previously established a profit sharing plan on July
1, 1974.

     The Primary Employer is of the opinion that the plan should be changed. It
believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
January 1, 1989, is set forth in this document and is substituted in lieu of the
prior document.

     The provisions of this Plan apply as of the date specified above or such
other date as may be specified in this Plan with the following exceptions:

     The provisions included to comply with the technical corrections to the
     Deficit Reduction Act of 1984 (DEFRA) and the Retirement Equity Act of 1984
     (REA) contained in the Tax Reform Act of 1986 (TRA) are effective as if
     included in the respective laws to which the corrections apply.

     The provisions inducted to comply with the provisions of the Tax Reform Act
     of 1986 other than the technical corrections to DEFRA and REA are effective
     as of the dates specified in the law.

     The provisions included to comply with the provisions of the Omnibus Budget
     Reconciliation Act of 1986 (OBRA 86) are effective as of the dates
     specified in the law.

     The provisions included to comply with the provisions of the Omnibus Budget
     Reconciliation Act of 1987 (OBRA 87) are effective as of the dates
     specified in the law.

     The provisions included to comply with the final regulations on optional
     forms of benefit issued July 11, 1988, are effective as of the affective
     date prescribed by such regulations.

     The provisions included to comply with the final REA regulations issued
     August 22, 1988, are effective as of the effective date prescribed by such
     regulations.

     The provisions included to comply with the provisions of the Technical and
     Miscellaneous Revenue Act of 1988 are effective as of the dates specified
     in the law.

     The provisions inducted to comply with the final regulations on loans
     issued July 20, 1989, are effective as of the effective date prescribed by
     such regulations.

     The provisions included to comply with the provisions of the Omnibus Budget
     Reconciliation Act of 1989 (OBRA 89) are effective as of the dates
     specified in the law.

     The restated plan continues to be for the exclusive benefit of employees of
the Employer. All persons covered under the plan on December 31, 1988, shall
continue to be covered under the restated plan with no loss of benefits.

     It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code

     As of January 1, 2040 the Primary Employer will accept transfer assets and
     liabilities for employees transferring to this Plan from TIG Holdings, Inc.
     Diversified Savings and Profit Sharing Plan.

                                        5
<PAGE>   4

                        AMEND. NO. 3 PAGE DTD. 1-1-2000

                                   ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01. -- FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

     These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02. -- DEFINITIONS.

     ACCOUNT means, for a Participant, his share of the Investment Fund.
Separate accounting records are kept for those parts of his Account that result
from:

     (a)   Voluntary Contributions

     (b)   Elective Deferral Contributions

     (c)   Matching Contributions

     (d)   Other Employer Contributions

     (e)   Rollover Contributions

     If the Participant's Vesting Percentage is less than 100% as to any of the
Employer Contributions, a separate accounting record will be kept for any part
of his Account resulting from such Employer Contributions and, if there has been
a prior Forfeiture Date, from such Contributions made before a prior Forfeiture
Date.

     A Participant's Account shall be reduced by any distribution of his Vested
Account and by any Forfeitures. A Participant's Account will participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees applicable
under the Group Contract or other investment arrangement.

     A Participant's Account shall include amounts directly transferred to this
plan from the TIG Holdings, Inc. Diversified Savings and Profit Sharing Plan. A
separate accounting of the amounts transferred shall be made for those portions
of the transferred amount that result from voluntary contributions, elective
deferral contributions, matching contributions, other employer matching
contribution and rollover contributions made under the TIG Holdings, Inc.
Diversified Savings and Profit Sharing Plan.

     ACCRUAL COMPUTATION PERIOD means a 12-consecutive month period ending on
the last day of each Plan Year, including corresponding 12-consecutive month
periods before July 1, 1994.

     ACTIVE PARTICIPANT means an Eligible Employee who is actively participating
in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of
Article II.

     AFFILIATED SERVICE GROUP means any group of corporations, partnerships or
other organizations of which the Employer is a part and which is affiliated
within the meaning of Code Section 414(m) and

                                        6
<PAGE>   5


                        AMEND. NO. 3 PAGE DTD. 1-1-2000


     The Plan Administrator is the Committee.

     PLAN YEAR means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

     PRIMARY EMPLOYER means Odyssey America Reinsurance Corporation.

     REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service following a Period of Severance.

     REENTRY DATE means the date a former Active Participant reenters the Plan.
See the ACTIVE PARTICIPANT SECTION of Article II.

     RETIREMENT DATE means the date a retirement benefit will begin and is a
Participant's Early, Normal or Late Retirement Date, as the case may be.

     ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by
or for a Participant according to the provisions of the ROLLOVER CONTRIBUTIONS
SECTION of Article III.

     SEMI-YEARLY DATE means each Yearly Date and the sixth Monthly Date after
each Yearly Date which is within the same Plan Year.

     SEVERANCE FROM SERVICE DATE means the earlier of

     (a)   the date on which an Employee quits, retires, dies or is discharged,
        or

     (b)   the first anniversary of the date an Employee begins a one-year
        absence from service (with or without pay). This absence may be the
        result of any combination of vacation, holiday, sickness, disability,
        leave of absence or layoff.

     Solely to determine whether a one-year Period of Severance has occurred for
eligibility or vesting purposes for an Employee who is absent from service
beyond the first anniversary of the first day of a Parental Absence, Severance
from Service Date is the second anniversary of the first day of the Parental
Absence. The period between the first and second anniversaries of the first day
of the Parental Absence is not a Period of Service and is not a Period of
Severance,

     TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

     TEFRA COMPLIANCE DATE means the date a plan is to comply with the
provisions of TEFRA. The TEFRA Compliance Date as used in this Plan is,

     (a)   for purposes of contribution limitations, Code Section 415,

        (1)   if the plan was in effect on July 1, 1982, the first day of the
             first limitation year which begins after December 31, 1982, or

        (2)   if the plan was not in effect on July 1, 1982, the first day of
             the first limitation year which ends after July 1, 1982.

                                        15
<PAGE>   6


                        AMEND. NO. 3 PAGE DTD. 1-1-2000


     The Participant's Vested Account is nonforfeitable.

     VESTING PERCENTAGE means the percentage used to determine the
nonforfeitable portion of a Participant's Account attributable to Employer
Contributions which were not 100% vested when made.

     A Participant's Vesting Percentage is shown in the following schedule
opposite the number of whole years of his Vesting Service.

<TABLE>
<CAPTION>
       VESTING SERVICE                 VESTING
        (WHOLE YEARS)                 PERCENTAGE
------------------------------        ----------
<S>                                   <C>
         Less than 2                       0
              2                           20
              3                           40
              4                           70
          5 or more                      100
</TABLE>

     The following vesting schedule applies for Employer Contributions made on
or before December 31, 1999 that were not 100%-vested when made for Employees
transferring to this Plan from TIG Holdings, Inc. Diversified Savings and Profit
Sharing Plan.

     Employees transferring to this Plan from TIG Holdings, Inc. on January 1,
2000 and who, as of such date, completed at least 3 years of Vesting Service
with TIG Holding's, Inc. shall be 100% vested.

<TABLE>
<CAPTION>
       VESTING SERVICE                 VESTING
        (WHOLE YEARS)                 PERCENTAGE
------------------------------        ----------
<S>                                   <C>
         Less than 1                       0
              1                           25
              2                           50
              3                          100
 (or in the event of death or
Total and Permanent Disability
  while an active employee)
</TABLE>

     However, the Vesting Percentage for a Participant who is an Employee on or
after the earlier of (i) the date he reaches his Normal Retirement Age or (ii)
the date he meets the requirement(s) for an Early Retirement Date, shall be 100%
on such date.

     If the schedule used to determine a Participant's Vesting Percentage is
changed, the new schedule shall not apply to a Participant unless he is credited
with an Hour-of-Service on or after the date of the change and the Participant's
nonforfeitable percentage on the day before the date of the change is not
reduced under this Plan. The amendment provisions of the AMENDMENT SECTION of
Article IX regarding changes in the computation of the Vesting Percentage shall
apply.

     VESTING SERVICE means an Employee's Period of Service. Vesting Service
shall include Periods of Service with TIG Holdings, Inc. as if such service was
performed with the Primary Employer. If he has more than one Period of Service
or if all or a part of a Period of Service is not counted, his Vesting Service
shall be determined by adjusting his Employment Commencement Date so that he has
one continuous period of Vesting Service equal to the aggregate of all his
countable Periods of Service. This period of Vesting Service shall be expressed
as whole years and fractional parts of a year (to two decimal places) on the
basis that 365 days equal one year.

                                        17
<PAGE>   7


                        AMEND. NO. 3 PAGE DTD. 1-1-2000


                                   ARTICLE II

                                 PARTICIPATION

SECTION 2.01. -- ACTIVE PARTICIPANT.

     (a)   An Employee shall first become an Active Participant (begin active
           participation in the Plan) on the earliest date on or after January
           1, 1989, on which he is an Eligible Employee. This date is his Entry
           Date.

       Each Employee who was an Active Participant under the Plan on December
       31, 1988, shall continue to be an Active Participant if he is still an
       Eligible Employee on January 1, 1989, and his Entry Date shall not
       change.

       Each Employee who was an Active Participant under the TIG Holdings, Inc.
       Diversified Savings and Profit Sharing Plan on December 31, 1999, shall
       continue to be an Active Participant if he is still an Eligible Employee
       on January 1, 2000, and his Entry Date shall not change.

     (b)   An Inactive Participant shall again become an Active Participant
           (resume active participation in the Plan) on the date he again
           performs an Hour-of-Service as an Eligible Employee. This date is his
           Reentry Date.

       Upon again becoming an Active Participant, he shall cease to be an
       Inactive Participant.

     (c)   A former Participant shall again become an Active Participant (resume
           active participation in the Plan) on the date he again performs an
           Hour-of-Service as an Eligible Employee. This date is his Reentry
           Date.

     There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02. -- INACTIVE PARTICIPANT.

     An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

     (a)   The date on which he ceases to be an Eligible Employee (on his
           Retirement Date if the date he ceases to be an Eligible Employee
           occurs within one month of his Retirement Date).

     (b)   The effective date of complete termination of the Plan.

     An Employee or former Employee who was an Inactive Participant under the
Plan on December 31, 1988, shall continue to be an Inactive Participant on
January 1, 1989. Eligibility for any benefits payable to him or on his behalf
and the amount of the benefits shall be determined according to the provisions
of the prior document, unless otherwise stated in this document.

                                        19
<PAGE>   8


                        AMEND. NO. 3 PAGE DTD. 1-1-2000


                                  ARTICLE III

                                 CONTRIBUTIONS

SECTION 3.01. -- EMPLOYER CONTRIBUTIONS.

     Employer Contributions for Plan Years which end on or after January 1,
1989, may be made without regard to current or accumulated net income, earnings,
or profits of the Employer. Notwithstanding the foregoing, the Plan shall
continue to be designed to qualify as a profit sharing plan for purposes of Code
Sections 401(a), 402, 412, and 417. Such Contributions will be equal to the
Employer Contributions as described below:

     (a)   The amount of each Elective Deferral Contribution for a Participant
           shall be equal to any whole percentage (not less than 1% nor more
           than 10%) of his Compensation for the pay period as elected in his
           elective deferral agreement. An Employee who is eligible to
           participate in the Plan may file an elective deferral agreement with
           the Employer. The elective deferral agreement to start Elective
           Deferral Contributions may be effective on a Participant's Entry Date
           (Reentry Date, if applicable) or any following Semi-yearly Date. The
           Participant shall make any change or terminate the elective deferral
           agreement by filing a new elective deferral agreement. A
           Participant's elective deferral agreement making a change may be
           effective on any date an elective deferral agreement to start
           Elective Deferral Contributions could be effective. A Participant's
           elective deferral agreement to stop Elective Deferral Contributions
           may be effective on any date. The elective deferral agreement must be
           in writing and effective before the beginning of the pay period in
           which Elective Deferral Contributions are to start, change or stop.

       Elective Deferral Contributions are fully (100%) vested and
       nonforfeitable.

     (b)   The amount of each Matching Contribution, for a Participant shall be
           equal to 66.67% of the Elective Deferral Contributions made for him
           for the pay period, disregarding any Elective Deferral Contributions
           in excess of 6% of his Compensation for the pay period.

       Matching Contributions are subject to the Vesting Percentage.

     (c)   The amount of each Discretionary Contribution shall be determined by
           the Employer.

       Discretionary Contributions are fully (100%) vested and nonforfeitable.

     No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of Article III, made under this Plan,
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

     In no event shall Employer Contributions exceed the maximum amount which
the Employer may deduct for a Plan Year for purposes of Federal income tax.

                                        21
<PAGE>   9


                        AMEND. NO. 3 PAGE DTD. 1-1-2000


     (d)   Rollover Contributions: The Participant shall direct the investment
           of Rollover Contributions and transfer of assets resulting from those
           Contributions.

     (e)   Transfer Accounts: The Participant shall direct the investment of
           amounts transferred to this Plan from the TIG Holdings, Inc.
           Diversified Savings and Profit Sharing Plan.

     However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and Plan assets which are not subject to
Participant direction.

                                        40
<PAGE>   10


                        AMEND. NO. 3 PAGE DTD. 1-1-2000


     Notwithstanding the foregoing, the failure of a Participant and spouse to
consent to a distribution while a benefit is immediately distributable, within
the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be deemed to
be an election to defer commencement of payment of any benefit sufficient to
satisfy this section.

     The Participant may elect to have his benefits begin after the latest date
for beginning benefits described above, subject to the provisions of this
section. The Participant shall make the election in writing and deliver the
signed statement of election to the Plan Administrator before Normal Retirement
Date or the date he ceases to be an Employee, if later. The election must
describe the form of distribution and the date the benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

     Benefits shall begin by the Participant's required beginning date, as
defined in the FORM OF DISTRIBUTION SECTION of Article VI.

     Contributions which are used to compute the Actual Deferral Percentage, as
defined in the EXCESS AMOUNTS SECTION of Article III, may be distributed upon
disposition by the Employer of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used by the Employer in a trade or business
or disposition by the Employer of the Employer's interest in a subsidiary
(within the meaning of Code Section 409(d)(3)) if the transferee corporation is
not a Controlled Group member, the Employee continues employment with the
transferee corporation and the transferor corporation continues to maintain the
Plan. Such distributions made after March 31, 1988, must be made in a single
sum.

SECTION 5.02. -- WITHDRAWAL PRIVILEGES.

     A Participant may withdraw that part of his Vested Account resulting from
his Voluntary Contributions. A Participant may make such a withdrawal at any
time. In any event, a Participant may not make a withdrawal of this type within
three months after the date of a previous withdrawal of his Vested Account
resulting from his Voluntary Contributions.

     A Participant, who has been an Active Participant at least five years since
the later of (i) his Entry Date (for individuals who transferred account
balances from the TIG Holdings, Inc. Diversified Savings and Profit Sharing
Plan, Entry Date shall mean the date of participation under the TIG Plan), (ii)
the date of his last withdrawal under the provisions of this paragraph, may
withdraw all or any portion of his Vested Account which results from the
following Contributions:

     Matching Contributions
     Discretionary Contributions
     Rollover Contributions

     A Participant who has attained age 59 1/2 may withdraw all or any portion
of his Vested Account which results from the following Contributions:

     Elective Deferral Contributions
     Matching Contributions
     Discretionary Contributions
     Rollover Contributions

     A Participant may make only two such withdrawals in any 12-month period.

                                        42
<PAGE>   11

                                AMENDMENT NO. 2

          SKANDIA AMERICA REINSURANCE CORPORATION PROFIT SHARING PLAN

     The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended as provided below:

     Effective May 31, 1996,

        by striking the following:

<TABLE>
        <S>                                        <C>
        Title Page...............................
        Page 3...................................
        Page 6...................................
        Page 15..................................
        Page 20..................................
</TABLE>

        and substituting the following:

<TABLE>
        <S>                                        <C>
        Title Page...............................
        Page 3...................................
        Page 6...................................
        Page 15..................................
        Page 20..................................
</TABLE>

     The provisions and conditions set forth on any page of this amendment are a
part of the Plan as fully as if recited over the signature(s) below.

     By signing this amendment, the Employer acknowledges having counseled to
the extent necessary with selected legal and tax advisors regarding the
amendment's legal and tax implications.

Signed this 19th day of December, 1997.

ODYSSEY REINSURANCE CORPORATION

By: /s/ Donald L. Smith
    ----------------------------------------------
    Title: General Counsel &
           VP Corporate Secretary
<PAGE>   12


                         AMEND. NO. 2 PAGE DTD. 5-31-96


                        ODYSSEY REINSURANCE CORPORATION

                              PROFIT SHARING PLAN

Defined Contribution Plan 7.7
Restated January 1, 1989
<PAGE>   13


                         AMEND. NO. 2 PAGE DTD. 5-31-96


                               TABLE OF CONTENTS

<TABLE>
<S>                                                           <C>

INTRODUCTION................................................

ARTICLE I FORMAT AND DEFINITIONS............................

Section 1.01 -- Format......................................

Section 1.02 -- Definitions.................................

ARTICLE II PARTICIPATION....................................

Section 2.01 -- Active Participant..........................

Section 2.02 -- Inactive Participant........................

Section 2.03 -- Cessation of Participation..................

ARTICLE III CONTRIBUTIONS...................................

Section 3.01 -- Employer Contributions......................

Section 3.01A -- Voluntary Contributions by Participants....

Section 3.01B -- Rollover Contributions.....................

Section 3.02 -- Forfeitures.................................

Section 3.03 -- Allocation..................................

Section 3.04 -- Contribution Limitation.....................

Section 3.05 -- Excess Amounts..............................

ARTICLE IV INVESTMENT OF CONTRIBUTIONS......................

Section 4.01 -- Investment of Contributions.................

ARTICLE V BENEFITS..........................................

Section 5.01 -- Retirement Benefits.........................

Section 5.02 -- Death Benefits..............................

Section 5.03 -- Vested Benefits.............................

Section 5.04 -- When Benefit Start..........................

Section 5.05 -- Withdrawal Privileges.......................

Section 5.06 -- Loans to Participants.......................

ARTICLE VI DISTRIBUTION OF BENEFITS.........................

Section 6.01 -- Form of Distribution........................

Section 6.02 -- Election Procedures.........................

Section 6.03 -- Notice Requirements.........................

Section 6.04 -- Transitional Rules..........................
</TABLE>

                                        3
<PAGE>   14


                         AMEND. NO. 2 PAGE DTD. 5-31-96


                                   ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01. -- FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

     These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02. -- DEFINITIONS.

     ACCOUNT means, for a Participant, his share of the Investment Fund.
Separate accounting records are kept for those parts of his Account that result
from:

     (a)   Voluntary Contributions

     (b)   Elective Deferral Contributions

     (c)   Matching Contributions

     (d)   Other Employer Contributions

     (e)   Rollover Contributions

     If the Participant's Vesting Percentage is less than 100% as to any of the
Employer Contributions, a separate accounting record will be kept for any part
of his Account resulting from such Employer Contributions and, if there has been
a prior Forfeiture Date, from such Contributions made before a prior Forfeiture
Dare.

     A Participant's Account shall be reduced by any distribution of his Vested
Account and by any Forfeitures. A Participant's Account will participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees applicable
under the Group Contract or other investment arrangement.

     ACCRUAL COMPUTATION PERIOD means a 12-consecutive month period ending on
the last day of each Plan Year, including corresponding 12-consecutive month
periods before July 1, 1994.

     ACTIVE PARTICIPANT means an Eligible Employee who is actively participating
in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of
Article II.

     AFFILIATED SERVICE GROUP means any group of corporations, partnerships or
other organizations of which the Employer is a part and which is affiliated
within the meaning of Code Section 414(m) and

                                        6
<PAGE>   15


                         AMEND. NO. 2 PAGE DTD. 5-31-96


     The Plan Administrator is the Committee.

     PLAN YEAR means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

     PRIMARY EMPLOYER means Odyssey Reinsurance Corporation.

     REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service following a Period of Severance.

     REENTRY DATE means the date a former Active Participant reenters the Plan.
See the ACTIVE PARTICIPANT SECTION of Article II.

     RETIREMENT DATE means the date a retirement benefit will begin and is a
Participant's Early, Normal or Late Retirement Date, as the case may be.

     ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by
or for a Participant according to the provisions of the ROLLOVER CONTRIBUTIONS
SECTION of Article III.

     SEMI-YEARLY DATE means each Yearly Date and the sixth Monthly Date after
each Yearly Date which is within the same Plan Year.

     SEVERANCE FROM SERVICE DATE means the earlier of

     (a)   the date on which an Employee quits, retires, dies or is discharged,
        or

     (b)   the first anniversary of the date an Employee begins a one-year
        absence from service (with or without pay). This absence may be the
        result of any combination of vacation, holiday, sickness, disability,
        leave of absence or layoff.

     Solely to determine whether a one-year Period of Severance has occurred for
eligibility or vesting purposes for an Employee who is absent from service
beyond the first anniversary of the first day of a Parental Absence, Severance
from Service Date is the second anniversary of the first day of the Parental
Absence. The period between the first and second anniversaries of the first day
of the Parental Absence is not a Period of Service, and is not a Period of
Severance.

     TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

     TEFRA COMPLIANCE DATE means the date a plan is to comply with the
provisions of TEFRA. The TEFRA Compliance Date as used in this Plan is,

     (a)   for purposes of contribution imitations, Code Section 415,

        (1)   if the plan was in effect on July 1, 1982, the first day of the
             first limitation year which begins after December 31, 1982, or

        (2)   if the plan was not in effect on July 1, 1982, the first day of
             the first limitation year which ends after July 1, 1982

                                        15
<PAGE>   16

                         AMEND. NO. 2 PAGE DTD. 5-31-96

                  (The wording on this page has been deleted.)

                                        20
<PAGE>   17

                                AMENDMENT NO. 1

          SKANDIA AMERICA REINSURANCE CORPORATION PROFIT SHARING PLAN

     The Plan named above gives the Employer the right to amend it at any time.
According to that right, the Plan is amended as provided below:

Effective January 1, 1995,

     by striking the following:

        Page 20

     and substituting the following:

        Page 20

     The provisions and conditions set forth on any page of this amendment are a
part of the Plan as fully as if recited over the signature(s) below.

     By signing this amendment, the Employer acknowledges having counseled to
the extent necessary with selected legal and tax advisors regarding the
amendment's legal and tax implications.

Signed this 19th day of April, 1996.

SKANDIA AMERICA REINSURANCE CORPORATION

By: /s/
    ----------------------------------------------
    Title: Sr. Vice Pres., General Counsel
           and Corporate Secretary
<PAGE>   18

SECTION 2.04. -- ADOPTING EMPLOYERS -- SINGLE PLAN.

     Each of the employers controlled by or affiliated with the Employer and
listed below is an Adopting Employer. Each Adopting Employer listed below
participates with the Employer in this Plan. An Adopting Employer's agreement to
participate in this Plan shall be in writing.

     If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its           of adoption shall be the Entry Date for
any of its employees who have met the requirements in the ACTIVE PARTICIPANT
SECTION of Article II as of that date. Service with and earnings from an
Adopting Employer shall be included as service with           from the Employer.
Transfer of employment, without inter           between an Adopting Employer and
another Adopting Employer or the Employer shall not be considering
interruption of service.

     Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those Contributions
shall be used for the benefit of all Participants.

     An employer shall not be an Adopting Employer if it ceases to be controlled
by or affiliated with the Employer. Such an employer may continue a retirement
plan for its employees in the form of a separate document. This Plan shall be
amended to delete a former Adopting Employer from the list below.

     If an employer ceases to be an Adopting Employer and does not continue a
retirement plan for the benefit of its employees, partial termination may result
and the provisions of Article VII apply.

                               ADOPTING EMPLOYERS

<TABLE>
<CAPTION>
NAME                                                          FISCAL YEAR END   DATE OF ADOPTION
----                                                          ---------------   ----------------
<S>                                                           <C>               <C>
SOUTHERN UNDERWRITERS.......................................  December 31       January 1, 1990
JOHN R. KITCHENS INSURANCE COMPANY..........................  December 31       January 1, 1990
KENNEL & COMPANY INSURANCE MANAGERS, INC....................  December 31       January 1, 1990
GREAT STATES INSURANCE COMPANY..............................  December 31       January 1, 1990
SKANDIA U.S. HOLDING CORP...................................  December 31       January 1, 1990
SKANDIA DIRECT OPERATIONS CORP..............................  December 31       January 1, 1990
</TABLE>

     On and after September 23, 1992, the above six employers are no longer
Adopting Employers.

<TABLE>
<S>                                                           <C>               <C>
PEGASUS ADVISOR SERVICES, INC...............................  December 31       January 1, 1990
</TABLE>

     On and after January 1, 1994 the above employer is no longer an Adopting
Employer.

<TABLE>
<S>                                                           <C>               <C>
SKANDIA INVESTMENT MANAGEMENT, INC..........................  December 31       December, 1990
</TABLE>

                                        20
<PAGE>   19

                                                                         1/31/92

                    SKANDIA AMERICA REINSURANCE CORPORATION
                              PROFIT SHARING PLAN

Defined Contribution Plan 7.2
Restated January 1, 1989
<PAGE>   20

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>

INTRODUCTION................................................    4

ARTICLE I FORMAT AND DEFINITIONS............................    6

SECTION 1.01 -- FORMAT......................................    6

SECTION 1.02 -- DEFINITIONS.................................    6

ARTICLE II PARTICIPATION....................................   21

SECTION 2.01 -- ACTIVE PARTICIPANT..........................   21

SECTION 2.02 -- INACTIVE PARTICIPANT........................   21

SECTION 2.03 -- CESSATION OF PARTICIPATION..................   22

SECTION 2.04 -- ADOPTING EMPLOYERS -- SINGLE PLAN...........   23

ARTICLE III CONTRIBUTIONS...................................   24

SECTION 3.01 -- EMPLOYER CONTRIBUTIONS......................   24

SECTION 3.01A -- VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS....   25

SECTION 3.01B -- ROLLOVER CONTRIBUTIONS.....................   26

SECTION 3.02 -- FORFEITURES.................................   27

SECTION 3.03 -- ALLOCATION..................................   28

SECTION 3.04 -- CONTRIBUTION LIMITATION.....................   29

SECTION 3.05 -- EXCESS AMOUNTS..............................   37

ARTICLE IV INVESTMENT OF CONTRIBUTIONS......................   49

SECTION 4.01 -- INVESTMENT OF CONTRIBUTIONS.................   49

ARTICLE V BENEFITS..........................................   51

SECTION 5.01 -- RETIREMENT BENEFITS.........................   51

SECTION 5.02 -- DEATH BENEFITS..............................   51

SECTION 5.03 -- VESTED BENEFITS.............................   51

SECTION 5.04 -- WHEN BENEFITS START.........................   52

SECTION 5.05 -- WITHDRAWAL PRIVILEGES.......................   53

SECTION 5.06 -- LOANS TO PARTICIPANTS.......................   55

ARTICLE VI DISTRIBUTION OF BENEFITS.........................   60

SECTION 6.01 -- FORM OF DISTRIBUTION........................   60

SECTION 6.02 -- ELECTION PROCEDURES.........................   61

SECTION 6.03 -- NOTICE REQUIREMENTS.........................   62

SECTION 6.04 -- TRANSITIONAL RULES..........................   62

ARTICLE VII TERMINATION OF PLAN.............................   64
</TABLE>

                                        2
<PAGE>   21

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
ARTICLE VIII ADMINISTRATION OF PLAN.........................   65

SECTION 8.01 -- ADMINISTRATION..............................   65

SECTION 8.02 -- RECORDS.....................................   65

SECTION 8.03 -- INFORMATION AVAILABLE.......................   66

SECTION 8.04 -- CLAIM AND APPEAL PROCEDURES.................   66

SECTION 8.05 -- UNCLAIMED VESTED ACCOUNT PROCEDURE..........   67

SECTION 8.06 -- DELEGATION OF AUTHORITY.....................   67

ARTICLE IX GENERAL PROVISIONS...............................   68

SECTION 9.01 -- AMENDMENTS..................................   68

SECTION 9.02 -- MERGERS AND DIRECT TRANSFERS................   69

SECTION 9.03 -- PROVISIONS RELATING TO THE INSURER AND OTHER
  PARTIES...................................................   70

SECTION 9.04 -- EMPLOYMENT STATUS...........................   71

SECTION 9.05 -- RIGHTS TO PLAN ASSETS.......................   71

SECTION 9.06 -- BENEFICIARY.................................   71

SECTION 9.07 -- NONALIENATION OF BENEFITS...................   72

SECTION 9.08 -- CONSTRUCTION................................   72

SECTION 9.09 -- LEGAL ACTIONS...............................   72

SECTION 9.10 -- SMALL AMOUNTS...............................   72

SECTION 9.11 -- WORD USAGE..................................   73

SECTION 9.12 -- TRANSFERS BETWEEN PLANS.....................   73

ARTICLE X TOP-HEAVY PLAN REQUIREMENTS.......................   75

SECTION 10.01 -- APPLICATION................................   75

SECTION 10.02 -- DEFINITIONS................................   75

SECTION 10.03 -- MODIFICATION OF VESTING REQUIREMENTS.......   80

SECTION 10.04 -- MODIFICATION OF CONTRIBUTIONS..............   81

SECTION 10.05 -- MODIFICATION OF CONTRIBUTION LIMITATION....   83

PLAN EXECUTION..............................................   85
</TABLE>

                                        3
<PAGE>   22

                                  INTRODUCTION

     The Primary Employer previously established a profit sharing plan on July
1, 1974. The plan was restated on January 1, 1985. The plan has been amended
from time to time.

     The Primary Employer is of the opinion that the plan should be changed. It
believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
January 1, 1989, is set forth in this document and is substituted in lieu of the
prior document.

     The provisions of this Plan apply as of the date specified above or such
other date as may be specified in this Plan with the following exceptions:

     The provisions included to comply with the technical corrections to the
     Deficit Reduction Act of 1984 (DEFRA) and the Retirement Equity Act of 1984
     (REA) contained in the Tax Reform Act of 1986 (TRA) are effective as if
     included in the respective laws to which the corrections apply.

     The provisions included to comply with the provisions of the Tax Reform Act
     of 1986 other than the technical corrections to DEFRA and REA are effective
     as of the dates specified in the law.

     The provisions included to comply with the provisions of the Omnibus Budget
     Reconciliation Act of 1986 (OBRA 86) are effective as of the dates
     specified in the law.

     The provisions included to comply with the provisions of the Omnibus Budget
     Reconciliation Act of 1987 (OBRA 87) are effective as of the dates
     specified in the law.

     The provisions included to comply with the final regulations on optional
     forms of benefit issued July 11, 1988, are effective as of the effective
     date prescribed by such regulations.

     The provisions included to comply with the final REA regulations issued
     August 22, 1988, are effective as of the effective date prescribed by such
     regulations.

     The provisions included to comply with the provisions of the Technical and
     Miscellaneous Revenue Act of 1988 are effective as of the dates specified
     in the law.

                                        4
<PAGE>   23

     The provisions included to comply with the final regulations on loans
     issued July 20, 1989, are effective as of the effective date prescribed by
     such regulations.

     The restated plan continues to be for the exclusive benefit of employees of
the Employer. All persons covered under the plan on December 31, 1988, shall
continue to be covered under the restated plan with no loss of benefits.

     It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.

                                        5
<PAGE>   24

                                   ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01. -- FORMAT.

     Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

     These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02. -- DEFINITIONS.

     ACCOUNT means, for a Participant, his share of the Investment Fund.
Separate accounting records are kept for those parts of his Account that result
from:

     (a)   Voluntary Contributions.

     (b)   Elective Deferral Contributions.

     (c)   Matching Contributions.

     (d)   Other Employer Contributions.

     (e)   Rollover Contributions.

     If the Participant's Vesting Percentage is less than 100% as to any of the
Employer Contributions, a separate accounting record will be kept for any part
of his Account resulting from such Employer Contributions and, if there has been
a prior Forfeiture Date, from such Contributions made before a prior Forfeiture
Date.

     A Participant's Account shall be reduced by any distribution of his Vested
Account and by any Forfeitures. A Participant's Account will participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees applicable
under the Group Contract or other investment arrangement.

     ACCRUAL COMPUTATION PERIOD means a 12-consecutive month period ending on
the last day of each Plan Year, including corresponding 12-consecutive month
periods before July 1, 1974.

                                        6
<PAGE>   25

     ACTIVE PARTICIPANT means an Eligible Employee who is actively participating
in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of
Article II.

     ADJUSTMENT FACTOR means the cost of living adjustment factor prescribed by
the Secretary of the Treasury under Code Section 415(d) for years beginning
after December 31, 1987, as applied to such items and in such manner as the
Secretary shall provide.

     ADOPTING EMPLOYER means an employer controlled by or affiliated with the
Employer and listed in the ADOPTING EMPLOYERS -- SINGLE PLAN SECTION of Article
II.

     AFFILIATED SERVICE GROUP means any group of corporations, partnerships or
other organizations of which the Employer is a part and which is affiliated
within the meaning of Code Section 414(m) and regulations thereunder. Such a
group includes at least two organizations one of which is either a service
organization (that is, an organization the principal business of which is
performing services), or an organization the principal business of which is
performing management functions on a regular and continuing basis. Such service
is of a type historically performed by employees. In the case of a management
organization, the Affiliated Service Group shall include organizations related,
within the meaning of Code Section 144(a)(3), to either the management
organization or the organization for which it performs management functions. The
term Controlled Group, as it is used in this Plan, shall include the term
Affiliated Service Group.

     ANNUAL COMPENSATION means, on any given date, the Employee's Compensation
for the latest Compensation Year ending on or before the given date.

     ANNUITY STARTING DATE means, for a Participant, the first day of the first
period for which an amount is payable in a single sum.

     BENEFICIARY means the person or persons named by a Participant to receive
any benefits under this Plan upon the Participant's death. Unless a qualified
election has been made, for the purpose of distributing any death benefits
before Annuity Starting Date, the Beneficiary of a married Participant shall be
the Participant's spouse. See the BENEFICIARY SECTION of Article IX.

     CLAIMANT means any person who has made a claim for benefits under this
Plan. See the CLAIM AND APPEAL PROCEDURES SECTION of Article VIII.

     CODE means the Internal Revenue Code of 1986, as amended.

     COMMITTEE means the Skandia Employee Benefit Administrative Committee
appointed by the Board of Directors of the Employer to administer the Plan.

     COMPENSATION means the total earnings paid or made available to an Employee
by the Employer during any specified period.

                                        7
<PAGE>   26

     "Earnings" in this definition means compensation as defined in Code Section
415(c)(3).

     Compensation shall also include employer contributions made pursuant to a
salary reduction agreement which are not includible in the gross income of the
Employee under Code Sections 125, 402(a)(8), 402(h), 403(b) or 457.

     For any Plan Year beginning after December 31, 1988, only the first
$200,000 (multiplied by the Adjustment Factor) of the Participant's Compensation
shall be taken into account under the Plan. In determining the Compensation of a
Participant for purposes of this limitation, the rules of Code Section 414(q)(6)
shall apply, except that in applying such rules, the term "family" shall include
only the spouse of the Participant and any lineal descendants of the Participant
who have not attained age 19 before the close of the Plan Year. If, as a result
of the application of such rules the adjusted $200,000 limitation is exceeded,
then (except for purposes of determining the portion of Compensation up to the
integration level if this Plan provides for permitted disparity), the limitation
shall be prorated among the affected individuals in proportion to each such
individual's Compensation as determined under this definition prior to the
application of this limitation.

     Compensation means, for an Employee who is a Leased Employee, the
Employee's Compensation for the services he performs for the Employer,
determined in the same manner as the Compensation of Employees who are not
Leased Employees, regardless of whether such Compensation would be received
directly from the Employer or from the leasing organization.

     COMPENSATION YEAR means each one-year period ending on December 31.

     CONTRIBUTIONS means

        Elective Deferral Contributions
        Matching Contributions
        Discretionary Contributions
        Voluntary Contributions
        Rollover Contributions

as set out in Article III, unless the context clearly indicates otherwise.

     CONTROLLED GROUP means any group of corporations, trades or businesses of
which the Employer is a part that are under common control. A Controlled Group
includes any group of corporations, trades or businesses, whether or not
incorporated, which is either a parent-subsidiary group, a brother-sister group,
or a combined group within the meaning of Code Section 414(b), Code Section
414(c) and

                                        8
<PAGE>   27

regulations thereunder and, for purposes of determining contribution limitations
under the CONTRIBUTION LIMITATION SECTION of Article III, as modified by Code
Section 415(h) and, for the purpose of identifying Leased Employees, as modified
by Code Section 144(a)(3). The term Controlled Group, as it is used in this
Plan, shall include the term Affiliated Service Group.

     DISCRETIONARY CONTRIBUTIONS means discretionary contributions made by the
Employer to fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article
III.

     EARLY RETIREMENT DATE means the date upon which a Participant becomes
eligible for retirement benefits as defined in the defined benefit plan of the
Employer.

     ELECTIVE DEFERRAL CONTRIBUTIONS means Contributions made by the Employer to
fund this Plan in accordance with a qualified cash or deferred arrangement as
described in Code Section 401(k). See the EMPLOYER CONTRIBUTIONS SECTION of
Article III.

     ELIGIBLE EMPLOYEE means any Employee of the Employer.

     EMPLOYEE means an individual who is employed by the Employer or any other
employer required to be aggregated with the Employer under Code Sections 414(b),
(c), (m) or (o). A Controlled Group member is required to be aggregated with the
Employer.

     The term Employee shall also include any Leased Employee deemed to be an
employee of any employer described in the preceding paragraph as provided in
Code Sections 414(n) or 414(o).

     EMPLOYER means the Primary Employer. This will also include any successor
corporation or firm of the Employer which shall, by written agreement, assume
the obligations of this Plan or any predecessor corporation or firm of the
Employer (absorbed by the Employer, or of which the Employer was once a part)
which became a predecessor because of a change of name, merger, purchase of
stock or purchase of assets and which maintained this Plan.

     EMPLOYER CONTRIBUTIONS means

        Elective Deferral Contributions
        Matching Contributions
        Discretionary Contributions

as set out in Article III, unless the context clearly indicates otherwise.

                                        9
<PAGE>   28

     EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service.

     ENTRY DATE means the date an Employee first enters the Plan as an Active
Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

     FAMILY MEMBER means an individual described in Code Section 414(q)(6)(B).

     FISCAL YEAR means the Primary Employer's taxable year. The last day of the
Fiscal Year is December 31.

     FORFEITURE means the part, if any, of a Participant's Account that is
forfeited. See the FORFEITURES SECTION of Article III.

     FORFEITURE DATE means, as to a Participant, the last day of five
consecutive one-year Periods of Severance. Before the first Yearly Date in 1985,
the Forfeiture Date is the last day of a one-year Period of Severance.

     This is the date on which the Participant's Nonvested Account will be
forfeited unless an earlier forfeiture occurs as provided in the FORFEITURES
SECTION of Article III.

     GROUP CONTRACT means the group annuity contract or contracts into which the
Trustee enters with the Insurer for the investment of Contributions and the
payment of benefits under this Plan. The term Group Contract as it is used in
this Plan is deemed to include the plural unless the context clearly indicates
otherwise.

     HIGHLY COMPENSATED EMPLOYEE means a highly compensated active Employee or a
highly compensated former Employee.

     A highly compensated active Employee means any Employee who performs
service for the Employer during the determination year and who, during the
look-back year:

     (a)   received compensation from the Employer in excess of $75,000 (as
           adjusted pursuant to Code Section 415(d));

     (b)   received compensation from the Employer in excess of $50,000 (as
           adjusted pursuant to Code Section 415(d)) and was a member of the
           top-paid group for such year; or

     (c)   was an officer of the Employer and received compensation during such
           year that is greater than 50 percent of the dollar limitation in
           effect under Code Section 415(b)(1)(A).

     The term Highly Compensated Employee also means:

                                        10
<PAGE>   29

     (d)   Employees who are both described in the preceding sentence if the
           term "determination year" is substituted for the term "look-back
           year" and the Employee is one of the 100 Employees who received the
           most compensation from the Employer during the determination year;
           and

     (e)   Employees who are 5 percent owners at any time during the look-back
           year or determination year.

     If no officer has satisfied the compensation requirement of (c) above
during either a determination year or look-back year, the highest paid officer
for such year shall be treated as a Highly Compensated Employee.

     For this purpose, the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.

     A highly compensated former Employee means any Employee who separated from
service (or was deemed to have separated) prior to the determination year,
performs no service for the Employer during the determination year, 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.

     If an Employee is, during a determination year or look-back year, a family
member of either a 5 percent owner who is an active or former Employee or 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 such
year, then the family member and the 5 percent owner or top-ten highly
compensated Employee shall be aggregated. In such case, the family member and 5
percent owner or top-ten highly compensated Employee shall be treated as a
single Employee receiving compensation and Plan contributions or benefits equal
to the sum of such compensation and contributions or benefits of the family
member and 5 percent owner or top-ten highly compensated Employee. For purposes
of this definition, family member includes the spouse, lineal ascendants and
descendants of the Employee or former Employee and the spouses of such lineal
ascendants and descendants.

     The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
the top 100 Employees, the number of Employees treated as officers and the
compensation that is considered, will be made in accordance with Code Section
414(q) and the regulations thereunder.

                                        11
<PAGE>   30

     HOUR-OF-SERVICE means, for the elapsed time method of crediting service in
this Plan, each hour for which an Employee is paid, or entitled to payment, for
performing duties for the Employer. Hour-of-Service means, for the hours method
of crediting service in this Plan, the following:

     (a)   Each hour for which an Employee is paid, or entitled to payment, for
           performing duties for the Employer during the applicable computation
           period.

     (b)   Each hour for which an Employee is paid, or entitled to payment, by
           the Employer because of a period of time in 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.
           Notwithstanding the preceding provisions of this subparagraph (b), no
           credit will be given to the Employee

        (1)   for more than 501 Hours-of-Service under this subparagraph (b)
              because of any single continuous period in which the Employee
              performs no duties (whether or not such period occurs in a single
              computation period); or

        (2)   for an Hour-of-Service for which the Employee is directly or
              indirectly paid, or entitled to payment, because of a period in
              which no duties are performed if such payment is made or due under
              a plan maintained solely for the purpose of complying with
              applicable worker's or workmen's compensation, or unemployment
              compensation or disability insurance laws; or

        (3)   for an Hour-of-Service for a payment which solely reimburses the
              Employee for medical or medically related expenses incurred by
              him.

        For purposes of this subparagraph (b), a payment shall be deemed to be
        made by, or due from the Employer, regardless of whether such payment is
        made by, or due from the Employer, directly or indirectly through, among
        others, a trust fund or insurer, to which the Employer contributes or
        pays premiums and regardless of whether contributions made or due to the
        trust fund, insurer or other entity are for the benefit of particular
        employees or are on behalf of a group of employees in the aggregate.

     (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 shall not be credited both under subparagraph (a) or
           subparagraph (b) above (as the case may be) and under this
           subparagraph (c). Crediting of Hours-of-Service for back pay awarded
           or agreed to with respect to periods described in

                                        12
<PAGE>   31

       subparagraph (b) above will be subject to the limitations set forth in
       that subparagraph.

     The crediting of Hours-of-Service above shall be applied under the rules of
paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2
(including any interpretations or opinions implementing said rules); which
rules, by this reference, are specifically incorporated in full within this
Plan. The reference to paragraph (b) applies to the special rule for determining
hours of service for reasons other than the performance of duties such as
payments calculated (or not calculated) on the basis of units of time and the
rule against double credit. The reference to paragraph (c) applies to the
crediting of hours of service to computation periods.

     Hours-of-Service shall be credited for employment with any other employer
required to be aggregated with the Employer under Code Sections 414(b), (c), (m)
or (o) and the regulations thereunder for purposes of eligibility and vesting.
Hours-of-Service shall also be credited for any individual who is considered an
employee for purposes of this Plan pursuant to Code Section 414(n) or Code
Section 414(o) and the regulations thereunder.

     Solely for purposes of determining whether a one-year break in service has
occurred for eligibility or vesting purposes, during a Parental Absence an
Employee shall be credited with the Hours-of-Service which otherwise would
normally have been credited to the Employee but for such absence, or in any case
in which such hours cannot be determined, eight Hours-of-Service per day of such
absence. The Hours-of-Service credited under this paragraph shall be credited in
the computation period in which the absence begins if the crediting is necessary
to prevent a break in service in that period; or in all other cases, in the
following computation period.

     INACTIVE PARTICIPANT means a former Active Participant who has an Account.
See the INACTIVE PARTICIPANT SECTION of Article II.

     INSURER means Principal Mutual Life Insurance Company and any other
insurance company or companies named by the Trustee or Primary Employer.

     INVESTMENT FUND means the total assets held for the purpose of providing
benefits for Participants. These funds result from Contributions made under the
Plan.

     INVESTMENT MANAGER means any fiduciary (other than a trustee or Named
Fiduciary)

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

                                        13
<PAGE>   32

     (b)   who (1) is registered as an investment adviser under the Investment
           Advisers Act of 1940, or (2) is a bank, as defined in the Investment
           Advisers Act of 1940, or (3) is an insurance company qualified to
           perform services described in subparagraph (a) above under the laws
           of more than one state; and

     (c)   who has acknowledged in writing being a fiduciary with respect to the
           Plan.

     LATE RETIREMENT DATE means the first day of any month which is after a
Participant's Normal Retirement Date and on which retirement benefits begin. If
a Participant continues to work for the Employer after his Normal Retirement
Date, his Late Retirement Date shall be the earliest first day of the month on
or after he ceases to be an Employee. An earlier or a later Retirement Date may
apply if the Participant so elects. An earlier Retirement Date may apply if the
Participant is age 70 1/2. See the WHEN BENEFITS START SECTION of Article V.

     LEASED EMPLOYEE means any person (other than an employee of the recipient)
who pursuant to an agreement between the recipient and any other person
("leasing organization") has performed services for the recipient (or for the
recipient and related persons determined in accordance with Code Section
414(n)(6)) 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. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to service
performed for the recipient employer shall be treated as provided by the
recipient employer.

     A Leased Employee shall not be considered an employee of the recipient if:

     (a)   such employee is covered by a money purchase pension plan providing
           (1) a nonintegrated employer contribution rate of at least 10 percent
           of compensation, as defined in Code Section 415(c)(3), but including
           amounts contributed pursuant to a salary reduction agreement which
           are excludable from the employee's gross income under Code Sections
           125, 402(a)(8), 402(h) or 403(b), (2) immediate participation, and
           (3) full and immediate vesting and

     (b)   Leased Employees do not constitute more than 20 percent of the
           recipient's nonhighly compensated workforce.

     LOAN ADMINISTRATOR means the person or positions authorized to administer
the Participant loan program.

     The Loan Administrator is the Manager of Benefit Administration.

                                        14
<PAGE>   33

     MATCHING CONTRIBUTIONS means matching contributions made by the Employer to
fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

     MONTHLY DATE means each Yearly Date and the same day of each following
month during the Plan Year beginning on such Yearly Date.

     NAMED FIDUCIARY means the person or persons who have authority to control
and manage the operation and administration of the Plan.

     The Named Fiduciary is the Employer.

     NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is
neither a Highly Compensated Employee nor a Family Member.

     NONVESTED ACCOUNT means the part, if any, of a Participant's Account that
is in excess of his Vested Account.

     NORMAL RETIREMENT AGE means the age at which the Participant's normal
retirement benefit becomes nonforfeitable. A Participant's Normal Retirement Age
is 65.

     NORMAL RETIREMENT DATE means the earliest first day of the month on or
after the date the Participant reaches his Normal Retirement Age. Unless
otherwise provided in this Plan, a Participant's retirement benefits shall begin
on a Participant's Normal Retirement Date if he has ceased to be an Employee on
such date and has a Vested Account. Even if the Participant is an Employee on
his Normal Retirement Date, he may choose to have his retirement benefit begin
on such date. See the WHEN BENEFITS START SECTION of Article V.

     PARENTAL ABSENCE means an Employee's absence from work which begins on or
after the first Yearly Date after December 31, 1984,

     (a)   by reason of pregnancy of the Employee,

     (b)   by reason of birth of a child of the Employee,

     (c)   by reason of the placement of a child with the Employee in connection
           with adoption of such child by such Employee, or

     (d)   for purposes of caring for such child for a period beginning
           immediately following such birth or placement.

     PARTICIPANT means either an Active Participant or an Inactive Participant.

     PARTICIPANT CONTRIBUTIONS means Voluntary Contributions as set out in
Article III.

                                        15
<PAGE>   34

     PERIOD OF MILITARY DUTY means, for an Employee

     (a)   who served as a member of the armed forces of the United States, and

     (b)   who was reemployed by the Employer at a time when the Employee had a
           right to reemployment in accordance with seniority rights as
           protected under Section 2021 through 2026 of Title 38 of the U. S.
           Code,

     the period of time from the date the Employee was first absent from active
     work for the Employer because of such military duty to the date the
     Employee was reemployed.

     PERIOD OF SERVICE means a period of time beginning on an Employee's
Employment Commencement Date or Reemployment Commencement Date (whichever
applies) and ending on his Severance from Service Date.

     PERIOD OF SEVERANCE means a period of time beginning on an Employee's
Severance from Service Date and ending on the date he again performs an
Hour-of-Service.

     A one-year Period of Severance means a Period of Severance of 12
consecutive months.

     Solely for purposes of determining whether a one-year Period of Severance
has occurred for eligibility or vesting purposes, the 12-consecutive month
period beginning on the first anniversary of the first date of a Parental
Absence shall not be a one-year Period of Severance.

     PLAN means the profit sharing plan of the Employer set forth in this
document, including any later amendments to it.

     PLAN ADMINISTRATOR means the person or persons who administer the Plan.

     The Plan Administrator is the Committee.

     PLAN YEAR means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

     PRIMARY EMPLOYER means SKANDIA AMERICA REINSURANCE CORPORATION.

     QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are
subject to the distribution and nonforfeitability requirements under Code
Section 401(k). See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

     REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service following a Period of Severance.

     REENTRY DATE means the date a former Active Participant reenters the Plan.
See the ACTIVE PARTICIPANT SECTION of Article II.

                                        16
<PAGE>   35

     RETIREMENT DATE means the date a retirement benefit will begin and is a
Participant's Early, Normal or Late Retirement Date, as the case may be.

     ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by
or for a Participant according to the provisions of the ROLLOVER CONTRIBUTIONS
SECTION of Article III.

     SEMI-YEARLY DATE means each Yearly Date and the sixth Monthly Date after
each Yearly Date which is within the same Plan Year.

     SEVERANCE FROM SERVICE DATE means the earlier of

     (a)   the date on which an Employee quits, retires, dies or is discharged,
           or

     (b)   the first anniversary of the date an Employee begins a one-year
           absence from service (with or without pay). This absence may be the
           result of any combination of vacation, holiday, sickness, disability,
           leave of absence or layoff.

Solely to determine whether a one-year Period of Severance has occurred for
eligibility or vesting purposes for an Employee who is absent from service
beyond the first anniversary of the first day of a Parental Absence, Severance
from Service Date is the second anniversary of the first day of the Parental
Absence. The period between the first and second anniversaries of the first day
of the Parental Absence is not a Period of Service and is not a Period of
Severance.

     TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

     TEFRA COMPLIANCE DATE means the date a plan is to comply with the
provisions of TEFRA. The TEFRA Compliance Date as used in this Plan is,

     (a)   for purposes of contribution limitations, Code Section 415,

        (1)   if the plan was in effect on July 1, 1982, the first day of the
              first limitation year which begins after December 31, 1982, or

        (2)   if the plan was not in effect on July 1, 1982, the first day of
              the first limitation year which ends after July 1, 1982.

     (b)   for all other purposes, the first Yearly Date after December 31,
           1983.

     TOTALLY AND PERMANENTLY DISABLED means that a Participant is disabled, as a
result of sickness or injury, to the extent that he is completely

                                        17
<PAGE>   36

prevented from performing any work, engaging in any occupation for wage or
profit and has been continuously disabled for six months.

     Initial written proof that the disability exists and has continued
uninterruptedly for at least six months must be furnished to the Plan
Administrator by the Participant within one year after the date the disability
begins. The Plan Administrator, upon receipt of any notice of proof of a
Participant's total and permanent disability, shall have the right and
opportunity to have a physician it designates examine the Participant when and
as often as it may reasonably require, but not more than once each year after
the disability has continued uninterruptedly for at least two years beyond the
date of furnishing the first proof.

     TRUST means an agreement of trust between the Primary Employer and Trustee
established for the purpose of holding and distributing the Trust Fund under the
provisions of the Plan. The Trust may provide for the investment of all or any
portion of the Trust Fund in the Group Contract.

     TRUST FUND means the total funds held under the Trust for the purpose of
providing benefits for Participants. These funds result from Contributions made
under the Plan which are forwarded to the Trustee to be deposited in the Trust
Fund.

     TRUSTEE means the trustee or trustees under the Trust. The term Trustee as
it is used in this Plan is deemed to include the plural unless the context
clearly indicates otherwise.

     VESTED ACCOUNT means the vested part of a Participant's Account. The
Participant's Vested Account is determined as follows.

     If the Participant's Vesting Percentage is 100%, his Vested Account equals
his Account.

     If the Participant's Vesting Percentage is less than 100%, his Vested
Account equals the sum of (a) and (b) below:

     (a)   The part of the Participant's Account that results from Employer
           Contributions made before a prior Forfeiture Date and all other
           Contributions which were 100% vested when made.

     (b)   The balance of the Participant's Account in excess of the amount in
           (a) above multiplied by his Vesting Percentage.

     If the Participant has withdrawn any part of his Account resulting from
Employer Contributions, other than the vested Employer Contributions included in
(a) above, the amount determined under this subparagraph (b) shall be equal to
P(AB + D) - D as defined below:

                                        18
<PAGE>   37

P   The Participant's Vesting Percentage.

AB The balance of the Participant's Account in excess of the amount in (a)
   above.

D   The amount of withdrawal resulting from Employer Contributions, other than
    the vested Employer Contributions included in (a) above.

     The Participant's Vested Account is nonforfeitable.

     VESTING PERCENTAGE means the percentage used to determine the
nonforfeitable portion of a Participant's Account attributable to Employer
Contributions which were not 100% vested when made.

     A Participant's Vesting Percentage is shown in the following schedule
opposite the number of whole years of his Vesting Service:

<TABLE>
<CAPTION>
VESTING SERVICE          VESTING
 (WHOLE YEARS)          PERCENTAGE
---------------         ----------
<S>                     <C>
  Less than 2                0
       2                    20
       3                    40
       4                    70
   5 or more               100
</TABLE>

     However, the Vesting Percentage for a Participant who is an Employee on or
after the earlier of (i) the date he reaches his Normal Retirement Age or (ii)
the date he meets the requirement(s) for an Early Retirement Date, shall be 100%
on such date.

     If the schedule used to determine a Participant's Vesting Percentage is
changed, the new schedule shall not apply to a Participant unless he is credited
with an Hour-of-Service on or after the date of the change and the Participant's
nonforfeitable percentage on the day before the date of the change is not
reduced under this Plan. The amendment provisions of the AMENDMENT SECTION of
Article IX regarding changes in the computation of the Vesting Percentage shall
apply.

     VESTING SERVICE means an Employee's Period of Service. If he has more than
one Period of Service or if all or a part of a Period of Service is not counted,
his Vesting Service shall be determined by adjusting his Employment Commencement
Date so that he has one continuous period of Vesting Service equal to the
aggregate of all his countable Periods of Service. This period of Vesting
Service shall be expressed as whole years and fractional parts of a year (to two
decimal places) on the basis that 365 days equal one year.

                                        19
<PAGE>   38

     However, Vesting Service is modified as follows:

     Period of Military Duty included:

     A Period of Military Duty shall be included as service with the Employer to
     the extent it has not already been credited.

     Period of Severance included (service spanning rule):

     A Period of Severance shall be deemed to be a Period of Service under
     either of the following conditions:

     (a)   the Period of Severance immediately follows a period during which an
           Employee is not absent from work and ends within 12 months; or

     (b)   the Period of Severance immediately follows a period during which an
           Employee is absent from work for any reason other than quitting,
           being discharged or retiring (such as a leave of absence or layoff)
           and ends within 12 months of the date he was first absent.

     Controlled Group service included:

        An Employee's service with a member firm of a Controlled Group while
        both that firm and the Employer were members of the Controlled Group
        shall be included as service with the Employer.

     VOLUNTARY CONTRIBUTIONS means contributions by a Participant that are not
required as a condition of employment or participation or for obtaining
additional benefits from the Employer Contributions. See the VOLUNTARY
CONTRIBUTIONS BY PARTICIPANTS SECTION of Article III.

     YEARLY DATE means January 1, 1985, and the same day of each following year.
Yearly Dates before January 1, 1985, shall be determined under the provisions of
the prior document.

     YEARS OF SERVICE means an Employee's Vesting Service disregarding any
modifications which exclude service.

                                        20
<PAGE>   39

                                   ARTICLE II

                                 PARTICIPATION

SECTION 2.01. -- ACTIVE PARTICIPANT.

     (a)   An Employee shall first become an Active Participant (begin active
           participation in the Plan) on the earliest date on or after January
           1, 1989, on which he is an Eligible Employee. This date is his Entry
           Date. An Active Participant may commence Voluntary Contributions or
           Elective Deferral Contributions may be made for him in the first full
           pay period following his Employment Commencement Date.

        Each Employee who was an Active Participant under the Plan on December
        31, 1988, shall continue to be an Active Participant if he is still an
        Eligible Employee on January 1, 1989, and his Entry Date shall not
        change.

     (b)   An Inactive Participant shall again become an Active Participant
           (resume active participation in the Plan) on the date he again
           performs an Hour-of-Service as an Eligible Employee. This date is his
           Reentry Date.

        Upon again becoming an Active Participant, he shall cease to be an
        Inactive Participant.

     (c)   A former Participant shall again become an Active Participant (resume
           active participation in the Plan) on the date he again performs an
           Hour-of-Service as an Eligible Employee. This date is his Reentry
           Date.

     There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02. -- INACTIVE PARTICIPANT.

     An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

     (a)   The date on which he ceases to be an Eligible Employee (on his
           Retirement Date if the date he ceases to be an Eligible Employee
           occurs within one month of his Retirement Date).

     (b)   The effective date of complete termination of the Plan.

                                        21
<PAGE>   40

     An Employee or former Employee who was an Inactive Participant under the
Plan on December 31, 1988, shall continue to be an Inactive Participant on
January 1, 1989. Eligibility for any benefits payable to him or on his behalf
and the amount of the benefits shall be determined according to the provisions
of the prior document, unless otherwise stated in this document.

SECTION 2.03. -- CESSATION OF PARTICIPATION.

     Participant shall cease to be a Participant on the date he is no longer an
Eligible Employee and his Account is zero.

                                        22
<PAGE>   41

SECTION 2.04. -- ADOPTING EMPLOYERS -- SINGLE PLAN.

     Each of the employers controlled by or affiliated with the Employer and
listed below is an adopting Employer. Each Adopting Employer listed below
participates with the Employer in this Plan. An Adopting Employer's agreement to
participate in this Plan shall be in writing. An Adopting Employer has no rights
or privileges under this Plan.

     If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its employees who have met the requirements in the ACTIVE PARTICIPANT SECTION
of Article II as of that date. Service with and earnings from an Adopting
Employer shall be included as service with and earnings from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service.

     Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer.

     An employer shall not be an Adopting Employer if it ceases to be controlled
by or affiliated with the Employer. Such an employer may continue a retirement
plan for its employees in the form of a separate document. This Plan shall be
amended to delete a former Adopting Employer from the list below.

     If an employer ceases to be an Adopting Employer and does not continue a
retirement plan for the benefit of its employees, partial termination may result
and the provisions of Article VII apply.

                               ADOPTING EMPLOYERS

<TABLE>
<CAPTION>
NAME                                               FISCAL YEAR END    DATE OF ADOPTION
----                                               ---------------    ----------------
<S>                                                <C>                <C>
SOUTHERN UNDERWRITERS..........................      December 31      January 1, 1990
JOHN R. KITCHENS INSURANCE COMPANY.............      December 31      January 1, 1990
KENNELL & COMPANY INSURANCE
MANAGERS, INC..................................      December 31      January 1, 1990
GREAT STATES INSURANCE COMPANY.................      December 31      January 1, 1990
PEGASUS ADVISOR SERVICES, INC..................      December 31      January 1, 1990
SKANDIA DIRECT OPERATIONS CORP.................      December 31      January 1, 1990
SKANDIA U.S. HOLDING CORP......................      December 31      January 1, 1990
</TABLE>

                                        23
<PAGE>   42

                                  ARTICLE III

                                 CONTRIBUTIONS

SECTION 3.01. -- EMPLOYER CONTRIBUTIONS.

     Employer Contributions for Plan Years which end on or after January 1,
1989, may be made without regard to current or accumulated net income, earnings,
or profits of the Employer. Notwithstanding the foregoing, the Plan shall
continue to be designed to qualify as a profit sharing plan for purposes of Code
Sections 401(a), 402, 412, and 417. Such Contributions will be equal to the
Employer Contributions as described below:

     (a)   The amount of each Elective Deferral Contribution for a Participant
           shall be equal to any whole percentage (not less than 1% nor more
           than 10%) of his Compensation for the pay period as elected in his
           elective deferral agreement. An Employee who is eligible to
           participate in the Plan may file an elective deferral agreement with
           the Employer. The elective deferral agreement to start Elective
           Deferral Contributions may be effective on a Participant's Entry Date
           (Reentry Date, if applicable) or any following Semi-yearly Date. The
           Participant shall make any change or terminate the elective deferral
           agreement by filing a new elective deferral agreement. A
           Participant's elective deferral agreement making a change may be
           effective on any date an elective deferral agreement to start
           Elective Deferral Contributions could be effective. A Participant's
           elective deferral agreement to stop Elective Deferral Contributions
           may be effective on any date. The elective deferral agreement must be
           in writing and effective before the beginning of the pay period in
           which Elective Deferral Contributions are to start, change or stop.

       Elective Deferral Contributions are fully (100%) vested and
       nonforfeitable.

     (b)   The amount of each Matching Contribution on and after January 1,
           1990, for a Participant shall be equal to 50% of the Elective
           Deferral Contributions made for him for the pay period, disregarding
           any Elective Deferral Contributions in excess of 6% of his
           Compensation for the pay period.

       Matching Contributions are subject to the Vesting Percentage.

     (c)   The amount of each Discretionary Contribution shall be determined by
           the Employer.

                                        24
<PAGE>   43

       Discretionary Contributions are fully (100%) vested and nonforfeitable.

     No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of Article III, made under this Plan,
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

     In no event shall Employer Contributions exceed the maximum amount which
the Employer may deduct for a Plan Year for purposes of Federal income tax.

     The Employer shall pay to the Trustee its Contributions used to determine
the Actual Deferral Percentage, as defined in the EXCESS AMOUNTS SECTION of
Article III, to the Plan for each Plan Year not later than the end of the
twelve-month period immediately following the Plan Year for which they are
deemed to be paid. Any such Contributions accumulated through payroll deductions
shall be paid within 90 days of the date withheld or the date it is first
reasonably practical for the Employer to do so, if earlier.

     A portion of the Plan assets resulting from Employer Contributions (but not
more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A -- VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

     At any time before his Retirement Date, an Active Participant may make
Voluntary Contributions which may not be deducted from his gross income for
Federal income tax purposes. Voluntary Contributions shall not exceed 10% of his
Compensation from the Employer. Voluntary Contributions shall be made according
to nondiscriminatory procedures and limitations set up by the Plan
Administrator.

     A Participant's participation in the Plan is not affected by stopping or
changing Voluntary Contributions. An Active Participant's request to start,
change or stop his Voluntary Contributions must be in writing on a form
furnished for that purpose. The form must be delivered to the Plan Administrator
before the date the Participant is to start, change or stop his Voluntary
Contributions.

                                        25
<PAGE>   44

     Voluntary Contributions shall be forwarded to the Trustee not more than
three months after they are made and shall be credited to the Participant's
Account.

     The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

SECTION 3.01B -- ROLLOVER CONTRIBUTIONS.

     With the Employer's consent, a Rollover Contribution may be made by or for
an Eligible Employee if the following conditions are met:

     (a)   The Contribution is a rollover contribution which the Code permits to
           be transferred to a plan that meets the requirements of Code Section
           401(a).

     (b)   If the Contribution is made by the Eligible Employee, it is made
           within sixty days after he receives the distribution.

     (c)   The Eligible Employee furnishes evidence satisfactory to the Plan
           Administrator that the proposed transfer is in fact a rollover
           contribution that meets conditions (a) and (b) above.

     The Rollover Contribution may be made by the Eligible Employee or the
Eligible Employee may direct the trustee or named fiduciary of another plan to
transfer the funds which would otherwise be a Rollover Contribution directly to
this Plan. Such transferred funds shall be called a Rollover Contribution. The
Contribution shall be made according to procedures set up by the Plan
Administrator.

     If an Eligible Employee participated in a retirement plan which met the
requirements of Code Section 401(a), with the Employer's consent, the trustee or
named fiduciary of that plan may transfer funds which could not have been a
Rollover Contribution to this Plan on behalf of the Eligible Employee. The
transferred funds shall be called a Rollover Contribution. If such Rollover
Contributions were made for a period when the Eligible Employee was a
five-percent owner of the employer that maintained the plan, the Rollover
Contributions shall be treated in the same manner as if they were Contributions
made under this Plan for a period when he was a five-percent owner of the
Employer.

     If the Eligible Employee is not an Active Participant at the time the
Rollover Contribution is made, he shall be deemed to be a Participant only for
the purposes of investment and distribution of the Rollover Contribution. He
shall not share in the allocation of Employer Contributions and he may not make
nondeductible Participant Contributions until the time he meets all the
requirements to become an Active Participant.

                                        26
<PAGE>   45

     Rollover Contributions made by or for an Eligible Employee shall be
credited to his Account. The part of the Participant's Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times. A
separate accounting record shall be maintained for that part of his Rollover
Contribution which consists of voluntary contributions that were deducted from
the Participant's gross income for Federal income tax purposes.

SECTION 3.02. -- FORFEITURES.

     The Nonvested Account of a Participant shall be forfeited as of the earlier
of the following: the date of the Participant's death, if prior to such date he
had ceased to be an Employee; or his Forfeiture Date. All or a part of a
Participant's Nonvested Account will be forfeited if, after he ceases to be an
Employee, he receives a distribution of his entire Vested Account or a
distribution of his Vested Account derived from Employer Contributions which
were not 100% vested when made according to the provisions of the VESTED
BENEFITS SECTION of Article V or the SMALL AMOUNTS SECTION of Article IX. If a
Participant's Vested Account is zero on the date he ceases to be an Employee, he
shall be deemed to have received a distribution of his entire Vested Account on
such date. The forfeiture will occur as of the date he receives the distribution
or on the date such provision became effective, if later. If he receives a
distribution of his entire Vested Account, his entire Nonvested Account will be
forfeited. If he receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account, the amount to be forfeited will be determined by multiplying his
Nonvested Account by a fraction. The numerator of the fraction is the amount of
the distribution derived from Employer Contributions which were not 100% vested
when made and the denominator of the fraction is his entire Vested Account
derived from such Employer Contributions on the date of distribution.

     A Forfeiture shall also occur as described in the EXCESS AMOUNTS SECTION of
Article III.

     Forfeitures may first be applied to pay expenses under the Plan which would
otherwise be paid by the Employer.

     Forfeitures not used to pay expenses shall be applied to reduce the
earliest Employer Contributions made after the Forfeitures are determined.
Forfeitures shall be determined at least once during each taxable year of the
Employer. Upon their application, such Forfeitures shall be deemed to be
Employer Contributions.

     Forfeitures of Matching Contributions which relate to excess amounts shall
be applied as provided in the EXCESS AMOUNTS SECTION of Article III.

                                        27
<PAGE>   46

     If a Participant again becomes an Eligible Employee after receiving a
distribution which caused his Nonvested Account to be forfeited, he shall have
the right to repay to the Plan the entire amount of the distribution he received
(excluding any amount of such distribution resulting from Contributions which
were 100% vested when made). The repayment must be made before the earlier of
the date five years after the date he again becomes an Eligible Employee or the
end of the first period of five consecutive one-year Periods of Severance which
begin after the date of the distribution.

     If the Participant makes the repayment provided above, the Plan
Administrator shall restore to his Account an amount equal to his Nonvested
Account which was forfeited on the date of distribution, unadjusted for any
investment gains or losses. If the Participant was deemed to have received a
distribution because his Vested Account was zero or the plan did not have
repayment provisions in effect on the date the distribution was made and he
again performs an Hour-of-Service as an Eligible Employee within the repayment
period, the Plan Administrator shall restore the Participant's Account as if he
had made a required repayment on the date he performed such Hour-of-Service.
Restoration of the Participant's Account shall include restoration of all Code
Section 411(d)(6) protected benefits with respect to that restored Account,
according to applicable Treasury regulations. Provided, however, the Plan
Administrator shall not restore the Nonvested Account if a Forfeiture Date has
occurred after the date of the distribution and on or before the date of
repayment and that Forfeiture Date would result in a complete forfeiture of the
amount the Plan Administrator would otherwise restore.

     The Plan Administrator shall restore the Participant's Account by the close
of the Plan Year following the Plan Year in which repayment is made. Permissible
sources for restoration are Forfeitures or Employer Contributions. The Employer
shall contribute, without regard to any requirement or condition of the EMPLOYER
CONTRIBUTIONS SECTION of Article III, such additional amount needed to make the
required restoration. The repaid and restored amounts are not included in the
Participant's Annual Addition, as defined in the CONTRIBUTION LIMITATION SECTION
of Article III.

SECTION 3.03. -- ALLOCATION.

     The following Contributions for the Plan Year shall be allocated among all
eligible persons:

     Discretionary Contributions

     The eligible persons are all Participants who had one or more
Hours-of-Service in the Accrual Computation Period that ends in the Plan Year
and who are Active Participants on the last day of the Plan Year. The amount
allocated to such a person shall be determined below and under Article X.

                                        28
<PAGE>   47

     The following Contributions for each Plan Year shall be allocated to each
Participant for whom such Contributions were made under the EMPLOYER
CONTRIBUTIONS SECTION of Article III:

     Elective Deferral Contributions
     Matching Contributions

These Contributions shall be allocated when made and credited to the
Participant's Account.

     Discretionary Contributions are allocated as of the last day of each Plan
Year. The amount allocated to each eligible person for the Plan Year shall be
equal to the Discretionary Contributions for the Plan Year, multiplied by the
ratio of (a) his Annual Compensation as of the last day of the Plan Year to (b)
the total of such compensation for all eligible persons. This amount is credited
to his Account.

     In determining the amount of Employer Contributions to be allocated to a
Participant who is a Leased Employee, contributions and benefits provided by the
leasing organization which are attributable to services such Leased Employee
performs for the Employer shall be treated as provided by the Employer and there
shall be no duplication of those contributions or benefits under this Plan.

SECTION 3.04. -- CONTRIBUTION LIMITATION.

(a)  For the purpose of determining the contribution limitation set forth in
     this section, the following terms are defined:

     Aggregate Annual Addition means, for a Participant with respect to any
     Limitation Year, the sum of his Annual Additions under all defined
     contribution plans of the Employer, as defined in this section, for such
     Limitation Year. The nondeductible participant contributions which the
     Participant makes to a defined benefit plan shall be treated as Annual
     Additions to a defined contribution plan. The Contributions the Employer,
     as defined in this section, made for the Participant for a Plan Year
     beginning on or after March 31, 1984, to an individual medical benefit
     account, as defined in Code Section 415(1)(2), under a pension or annuity
     plan of the Employer, as defined in this section, shall be treated as
     Annual Additions to a defined contribution plan. Also, amounts derived from
     contributions paid or accrued after December 31, 1985, in Fiscal Years
     ending after such date, which are attributable to post-retirement medical
     benefits allocated to the separate account of a key employee, as defined in
     Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code
     Section 419(e), maintained by the Employer, as defined in this section, are
     treated as Annual Additions to a defined contribution plan. The 25% of
     Compensation limit under Maximum Permissible

                                        29
<PAGE>   48

     Amount does not apply to Annual Additions resulting from contributions made
     to an individual medical account, as defined in Code Section 415(1)(2), or
     to Annual Additions resulting from contributions for medical benefits,
     within the meaning of Code Section 419A, after separation from service.

     Annual Addition means the amount added to a Participant's account for any
     Limitation Year which may not exceed the Maximum Permissible Amount. The
     Annual Addition under any plan for a Participant with respect to any
     Limitation Year, shall be equal to the sum of (1) and (2) below:

     (1)   Employer contributions and forfeitures credited to his account for
           the Limitation Year.

     (2)   Participant contributions made by him for the Limitation Year.

     Before the first Limitation Year beginning after December 31, 1986, the
     amount under (2) above is the lesser of (i) 1/2 of his nondeductible
     participant contributions made for the Limitation Year, or (ii) the amount,
     if any, of his nondeductible participant contributions made for the
     Limitation Year which is in excess of six percent of his Compensation, as
     defined in this section, for such Limitation Year.

     Compensation means a Participant's earned income, wages, salaries, fees for
     professional service, and other amounts received for personal service
     actually rendered in the course of employment with the Employer, as defined
     in this section, who is maintaining the plan. Compensation includes, but is
     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. Compensation excludes the following:

     (1)   Contributions made by the Employer, as defined in this section, to a
           plan of deferred compensation to the extent contributions are not
           included in the gross income of the Employee for the taxable year in
           which contributed, or on behalf of the Employee to a simplified
           employee pension plan to the extent such contributions are deductible
           by the Employee, and any distributions from a plan of deferred
           compensation whether or not includable in the gross income of the
           Employee when distributed.

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

                                        30
<PAGE>   49

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

     (4)   Other amounts which receive special tax benefits, or contributions
           made by the Employer, as defined in this section, (whether or not
           under a salary reduction agreement) towards the purchase of a 403(b)
           annuity contract (whether or not the contributions are excludable
           from the gross income of the Employee).

     For purposes of applying the limitations of this section, Compensation for
     a Limitation Year is the Compensation actually paid or made available to
     the Participant within the Limitation Year.

     For any Limitation Year beginning after December 31, 1988, only the first
     $200,000 (multiplied by the Adjustment Factor) of the Participant's
     Compensation shall be taken into account under the Plan.

     Defined Benefit Plan Fraction means, with respect to a Limitation Year for
     a Participant who is or has been a participant in a defined benefit plan
     ever maintained by the Employer, as defined in this section, the quotient,
     expressed as a decimal, of

     (1)   the Participant's Projected Annual Benefit under all such plans as of
           the close of such Limitation Year, divided by

     (2)   on and after the TEFRA Compliance Date, the lesser of (i) or (ii)
           below:

        (i)   1.25 multiplied by the maximum dollar limitation which applies to
              defined benefit plans determined for the Limitation Year under
              Code Sections 415(b) or (d) or

        (ii)   1.4 multiplied by the Participant's highest average compensation
               as defined in the defined benefit plan(s),

        including any adjustments under Code Section 415(b).

        Before the TEFRA Compliance Date, this denominator is the Participant's
        Projected Annual Benefit as of the close of the Limitation Year if the
        plan(s) provided the maximum benefit allowable.

                                        31
<PAGE>   50

    The Defined Benefit Plan Fraction shall be modified as follows:

    If the Participant was a participant as of the first day of the first
    Limitation Year beginning after December 31, 1986, in one or more defined
    benefit plans maintained by the Employer, as defined in this section, which
    were in existence on May 6, 1986, the denominator of this fraction will not
    be less than 125 percent of the sum of the annual benefits under such plans
    which the Participant had accrued as of the close of the last Limitation
    Year beginning before January 1, 1987, disregarding any changes in the terms
    and conditions of the plan after May 5, 1986. The preceding sentence 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.

    Defined Contribution Plan Fraction means, for a Participant with respect to
    a Limitation Year, the quotient, expressed as a decimal, of

     (1)   the Participant's Aggregate Annual Additions for such Limitation Year
           and all prior Limitation Years, under all defined contribution plans
           (including the Aggregate Annual Additions attributable to
           nondeductible accounts under defined benefit plans and attributable
           to all welfare benefit funds, as defined in Code Section 419(e) and
           attributable to individual medical accounts, as defined in Code
           Section 415(1)(2)) ever maintained by the Employer, as defined in
           this section, divided by

     (2)   on and after the TEFRA Compliance Date, the sum of the amount
           determined for the Limitation Year under (i) or (ii) below, whichever
           is less, and the amounts determined in the same manner for all prior
           Limitation Years during which he has been an Employee or an employee
           of a predecessor employer:

        (i)   1.25 multiplied by the maximum permissible dollar amount for each
              such Limitation Year, or

        (ii)   1.4 multiplied by the maximum permissible percentage of the
               Participant's Compensation, as defined in this section, for each
               such Limitation Year.

       Before the TEFRA Compliance Date, this denominator is the sum of the
       maximum allowable amount of Annual Addition to his account(s) under all
       the plan(s) of the Employer, as defined in this section, for each such
       Limitation Year.

                                        32
<PAGE>   51

    The Defined Contribution Plan Fraction shall be modified as follows:

    If the Participant was a participant as of the first day of the first
    Limitation Year beginning after December 31, 1986, in one or more defined
    contribution plans maintained by the Employer, as defined in this section,
    which were in existence on May 6, 1986, the numerator of this fraction shall
    be adjusted if the sum of the Defined Contribution Plan Fraction and Defined
    Benefit Plan Fraction would otherwise exceed 1.0 under the terms of this
    Plan. Under the adjustment, the dollar amount determined below shall be
    permanently subtracted from the numerator of this fraction. The dollar
    amount is equal to the excess of the sum of the two fractions, before
    adjustment, over 1.0 multiplied by the denominator of his Defined
    Contribution Plan Fraction. The adjustment is calculated using his Defined
    Contribution Plan Fraction and Defined Benefit Plan Fraction as they would
    be computed as of the end of the last Limitation Year beginning before
    January 1, 1987, and disregarding any changes in the terms and conditions of
    the plan made after May 5, 1986, but using the Code Section 415 limitations
    applicable to the first Limitation Year beginning on or after January 1,
    1987.

    The Annual Addition for any Limitation Year beginning before January 1,
    1987, shall not be recomputed to treat all employee contributions as Annual
    Additions.

    For a plan that was in existence on July 1, 1982, for purposes of
    determining the Defined Contribution Plan Fraction for any Limitation Year
    ending after December 31, 1982, the Plan administrator may elect, in
    accordance with the provisions of Code Section 415, that the denominator for
    each Participant for all Limitation Years ending before January 1, 1983,
    will be equal to

     (1)   the Defined Contribution Plan Fraction denominator which would apply
           for the last Limitation Year ending in 1982 if an election under this
           paragraph were not made, multiplied by

     (2)   a fraction, equal to (i) over (ii) below:

        (i)   the lesser of (A) $51,875, or (B) 1.4, multiplied by 25% of the
              Participant's Compensation, as defined in this section, for the
              Limitation Year ending in 1981;

        (ii)   the lesser of (A) $41,500, or (B) 25% of the Participant's
               Compensation, as defined in this section, for the Limitation Year
               ending in 1981.

                                        33
<PAGE>   52

    The election described above is applicable only if the plan administrators
    under all defined contribution plans of the Employer, as defined in this
    section, also elect to use the modified fraction.

    Employer means any employer that adopts this Plan and all Controlled Group
    members and any other entity required to be aggregated with the employer
    pursuant to regulations under Code Section 414(o).

    Limitation Year means the 12-consecutive month period within which it is
    determined whether or not the limitations of Code Section 415 are exceeded.
    Limitation Year means each 12-consecutive month period ending on September
    30. If the Limitation Year is other than the calendar year, execution of
    this Plan (or any amendment to this Plan changing the Limitation Year)
    constitutes the Employer's adoption of a written resolution electing the
    Limitation Year. If the Limitation Year is changed, the new Limitation Year
    shall begin within the current Limitation Year, creating a short Limitation
    Year.

    Maximum Permissible Amount means, for a Participant with respect to any
    Limitation Year, the lesser of (1) or (2) below:

     (1)   The greater of $30,000 or one-fourth of the maximum dollar limitation
           which applies to defined benefit plans set forth in Code Section
           415(b)(1) as in effect for the Limitation Year. (Before the TEFRA
           Compliance Date, $25,000 multiplied by the cost of living adjustment
           factor permitted by Federal regulations.)

     (2)   25% of his Compensation, as defined in this section, for such
           Limitation Year.

    The compensation limitation referred to in (2) shall not apply to any
    contribution for medical benefits (within the meaning of Code Section 401(h)
    or Code Section 419A(f)(2)) which is otherwise treated as an annual addition
    under Code Section 415(1)(1) or Code Section 419A(d)(2).

    If there is a short Limitation Year because of a change in Limitation Year,
    the Maximum Permissible Amount will not exceed the maximum dollar limitation
    which would otherwise apply multiplied by the following fraction:
                 Number of months in the short Limitation Year
                 ---------------------------------------------
                                       12

                                        34
<PAGE>   53

    Projected Annual Benefit means a Participant's expected annual benefit under
    all defined benefit plan(s) ever maintained by the Employer, as defined in
    this section. The Projected Annual Benefit shall be determined assuming that
    the Participant will continue employment until the later of current age or
    normal retirement age under such plan(s), and that the Participant's
    compensation for the current Limitation Year and all other relevant factors
    used to determine benefits under such plan(s) will remain constant for all
    future Limitation Years. Such expected annual benefit shall be adjusted to
    the actuarial equivalent of a straight life annuity if expressed in a form
    other than a straight life or qualified joint and survivor annuity.

(b)  The Annual Addition under this Plan for a Participant during a Limitation
     Year shall not be more than the Maximum Permissible Amount.

(c)   Contributions which would otherwise be credited to the Participant's
      Account shall be limited or reallocated to the extent necessary to meet
      the restrictions of subparagraph (b) above for any Limitation Year.
      Nondeductible Voluntary Contributions shall be limited first. Next,
      Discretionary Contributions shall be reallocated in the same manner as
      described in the ALLOCATION SECTION of Article III to the remaining
      Participants to whom the limitations do not apply for the Limitation Year.
      The Discretionary Contributions shall be limited if there are no such
      remaining Participants. Elective Deferral Contributions that are not the
      basis for Matching Contributions shall be limited. Matching Contributions
      shall be limited to the extent necessary to limit the Participant's Annual
      Addition under this Plan to his maximum amount. If Matching Contributions
      are limited because of this limit, Elective Deferral Contributions that
      are the basis for Matching Contributions shall be reduced in proportion.

     If, due to (i) an error in estimating a Participant's Compensation as
     defined in this section, (ii) because the amount of the Forfeitures to be
     used to offset Employer Contributions is more than the amount of the
     Employer Contributions due for the remaining Participants, or (iii) other
     limited facts and circumstances, a Participant's Annual Addition is greater
     than the amount permitted in (b) above, such excess amount shall be applied
     as follows. Nondeductible Voluntary Contributions will be returned to the
     Participant. If after the return of nondeductible Voluntary Contributions
     an excess amount still exists, and the Participant is an Active Participant
     as of the end of the Limitation Year, the excess amount shall be used to
     offset Employer Contributions for him in the next Limitation Year. If after
     the return of nondeductible Voluntary Contributions an

                                        35
<PAGE>   54

     excess amount still exists, and the Participant is not an Active
     Participant as of the end of the Limitation Year, the excess amount will be
     held in a suspense account which will be used to offset Employer
     Contributions for all Participants in the next Limitation Year. No Employer
     Contributions or Participant Contributions that would be included in the
     next Limitation Year's Annual Addition may be made before the total
     suspense account has been used.

(d)  A Participant's Aggregate Annual Addition for a Limitation Year shall not
     exceed the Maximum Permissible Amount.

     If, for the Limitation Year, the Participant has an Annual Addition under
     more than one defined contribution plan or a welfare benefit fund, as
     defined in Code Section 419(e), or an individual medical account, as
     defined in Code Section 415(1)(2), maintained by the Employer, as defined
     in this section, and such plans and welfare benefit funds and individual
     medical accounts do not otherwise limit the Aggregate Annual Addition to
     the Maximum Permissible Amount, any reduction necessary shall be made first
     to the profit sharing plans, then to all other such plans and welfare
     benefit funds and individual medical accounts and, if necessary, by
     reducing first those that were most recently allocated. Welfare benefit
     funds and individual medical accounts shall be deemed to be allocated
     first. However, elective deferral contributions shall be the last
     contributions reduced before the welfare benefit fund or individual medical
     account is reduced.

     If some of the Employer's defined contribution plans were not in existence
     on July 1, 1982, and some were in existence on that date, the Maximum
     Permissible Amount which is based on a dollar amount may differ for a
     Limitation Year. The Aggregate Annual Addition for the Limitation Year in
     which the dollar limit differs shall not exceed the lesser of (1) 25% of
     Compensation as defined in this section, (2) $45,475, or (3) the greater of
     $30,000 or the sum of the Annual Additions for such Limitation Year under
     all the plan(s) to which the $45,475 amount applies.

(e)  If a Participant is or has been a participant in both defined benefit and
     defined contribution plans (including a welfare benefit fund or individual
     medical account) ever maintained by the Employer, as defined in this
     section, the sum of the Defined Benefit Plan Fraction and the Defined
     Contribution Plan Fraction for any Limitation Year shall not exceed 1.0
     (1.4 before the TEFRA Compliance Date).

     After all other limitations set out in the plans and funds have been
     applied, the following limitations shall apply so that the sum of the
     Participant's Defined Benefit Plan Fraction and Defined

                                        36
<PAGE>   55

     Contribution Plan Fraction shall not exceed 1.0 (1.4 before the TEFRA
     Compliance Date). The Projected Annual Benefit shall be limited first. If
     the Participant's annual benefit(s) equal his Projected Annual Benefit, as
     limited, then Annual Additions to the defined contribution plan(s) shall be
     limited to the extent needed to reduce the sum to 1.0 (1.4). First, the
     voluntary contributions the Participant may make for the Limitation Year
     shall be limited. Next, in the case of a profit sharing plan, any
     forfeitures allocated to the Participant shall be reallocated to remaining
     participants to the extent necessary to reduce the decimal to 1.0 (1.4).
     Last, to the extent necessary, employer contributions for the Limitation
     Year shall be reallocated or limited, and any required and optional
     employee contributions to which such employer contributions were geared
     shall be reduced in proportion.

     If, for the Limitation Year, the Participant has an Annual Addition under
     more than one defined contribution plan or welfare benefit fund or
     individual medical account maintained by the Employer, as defined in this
     section, any reduction above shall be made first to the profit sharing
     plans, then to all other such plans and welfare benefit plans and
     individual medical accounts and, if necessary, by reducing first those that
     were most recently allocated. However, elective deferral contributions
     shall be the last contributions reduced before the welfare benefit fund or
     individual medical account is reduced. The annual addition to the welfare
     benefit fund and individual medical account shall be limited last.

SECTION 3.05. -- EXCESS AMOUNTS.

(a)  For the purposes of this section, the following terms are defined:

     Actual Deferral Percentage means the ratio (expressed as a percentage) of
     Elective Deferral Contributions under this Plan on behalf of the Eligible
     Participant for the Plan Year to the Eligible Participant's Compensation
     for the Plan Year (whether or not the Eligible Participant was a
     Participant for the entire Plan Year). For the first Plan Year of the cash
     or deferred arrangement, the amount of Compensation for the entire 12-month
     period ending on the last day of such Plan Year shall be taken into
     account. The Elective Deferral Contributions used to determine the Actual
     Deferral Percentage shall include Excess Elective Deferrals, but shall
     exclude Elective Deferral Contributions that are used in computing the
     Contribution Percentage (provided the Average Actual Deferral Percentage
     test is satisfied both with and without exclusion of these Elective
     Deferral Contributions). Under such rules as the Secretary of the Treasury
     shall prescribe, the Employer may elect to include

                                        37
<PAGE>   56

     Qualified Nonelective Contributions and Qualified Matching Contributions
     under this Plan in computing the Actual Deferral Percentage. For an
     Eligible Participant for whom such Contributions on his behalf for the Plan
     Year are zero, the percentage is zero.

     Aggregate Limit means the sum of

     (1)   125 percent of the greater of the Average Actual Deferral Percentage
           of the Nonhighly Compensated Employees for the Plan Year or the
           Average Contribution Percentage of Nonhighly Compensated Employees
           under the Plan subject to Code Section 401(m) for the Plan Year
           beginning with or within the Plan Year of the cash or deferred
           arrangement and

     (2)   the lesser of 200% or two plus the lesser of such Average Actual
           Deferral Percentage or Average Contribution Percentage.

     For Plan Years beginning before January 1, 1992, or such later date as
     provided in Internal Revenue Service regulations, the Aggregate Limit shall
     be the greater of the sum above or the sum of

     (3)   125 percent of the lesser of the Average Actual Deferral Percentage
           of the Nonhighly Compensated Employees for the Plan Year or the
           Average Contribution Percentage of Nonhighly Compensated Employees
           under the Plan subject to Code Section 401(m) for the Plan Year
           beginning with or within the Plan Year of the cash or deferred
           arrangement and

     (4)   the lesser of 200% or two plus the greater of such Average Actual
           Deferral Percentage or Average Contribution Percentage.

     Average Actual Deferral Percentage means the average (expressed as a
     percentage) of the Actual Deferral Percentages of the Eligible Participants
     in a group.

     Average Contribution Percentage means the average (expressed as a
     percentage) of the Contribution Percentages of the Eligible Participants in
     a group.

     Contribution Percentage means the ratio (expressed as a percentage) of the
     Eligible Participant's Contribution Percentage Amounts to the Eligible
     Participant's Compensation for the Plan Year (whether or not the Eligible
     Participant was a Participant for the entire Plan Year). For the first Plan
     Year of the Plan, the amount of Compensation for the entire 12-month period
     ending

                                        38
<PAGE>   57

     on the last day of such Plan Year shall be taken into account. For an
     Eligible Participant for whom such Contribution Percentage Amounts for the
     Plan Year are zero, the percentage is zero.

     Contribution Percentage Amounts means the sum of the Participant
     Contributions and Matching Contributions (that are not Qualified Matching
     Contributions) under this Plan on behalf of the Eligible Participant for
     the Plan Year. Under such rules as the Secretary of the Treasury shall
     prescribe, the Employer may elect to include Qualified Nonelective
     Contributions and Qualified Matching Contributions under this Plan which
     were not used in computing the Actual Deferral Percentage in computing the
     Contribution Percentage. The Employer may also elect to use Elective
     Deferral Contributions in computing the Contribution Percentage so long as
     the Average Actual Deferral Percentage test is met before the Elective
     Deferral Contributions are used in the Average Contribution Percentage test
     and continues to be met following the exclusion of those Elective Deferral
     Contributions that are used to meet the Average Contribution Percentage
     test.

     Elective Deferral Contributions means employer contributions made on behalf
     of a participant pursuant to an election to defer under any qualified cash
     or deferred arrangement as described in Code Section 401(k), any simplified
     employee pension cash or deferred arrangement as described in Code Section
     402(h)(1)(B), any eligible deferred compensation plan under Code Section
     457, any plan as described under Code Section 501(c)(18), and any employer
     contributions made on behalf of a participant for the purchase of an
     annuity contract under Code Section 403(b) pursuant to a salary reduction
     agreement.

     Eligible Participant means, for purposes of determining the Actual Deferral
     Percentage, any Employee who is otherwise authorized under the terms of the
     Plan to have Elective Deferral Contributions made on his behalf for the
     Plan Year. Eligible Participant means, for purposes of determining the
     Average Contribution Percentage, any Employee who is otherwise authorized
     under the terms of the Plan to have Participant Contributions or Matching
     Contributions made on his behalf for the Plan Year.

     Excess Aggregate Contributions means, with respect to any Plan Year, the
     excess of:

     (1)   The aggregate Contributions taken into account in computing the
           numerator of the Contribution Percentage actually made on behalf of
           Highly Compensated Employees for such Plan Year, over

                                        39
<PAGE>   58

     (2)   The maximum amount of such Contributions permitted by the Average
           Contribution Percentage test (determined by reducing Contributions
           made on behalf of Highly Compensated Employees in order of their
           Contribution Percentages beginning with the highest of such
           percentages).

     Such determination shall be made after first determining Excess Elective
     Deferrals and then determining Excess Contributions.

     Excess Contributions means, with respect to any Plan Year, the excess of:

     (1)   The aggregate amount of Contributions actually taken into account in
           computing the Actual Deferral Percentage of Highly Compensated
           Employees for such Plan Year, over

     (2)   The maximum amount of such Contributions permitted by the Actual
           Deferral Percentage test (determined by reducing Contributions made
           on behalf of Highly Compensated Employees in order of the Actual
           Deferral Percentages, beginning with the highest of such
           percentages).

     Such determination shall be made after first determining Excess Elective
     Deferrals.

     Excess Elective Deferrals means those Elective Deferral Contributions that
     are includible in a Participant's gross income under Code Section 402(g) to
     the extent such Participant's Elective Deferral Contributions for a taxable
     year exceed the dollar limitation under such Code section. Excess Elective
     Deferrals shall be treated as Annual Additions, as defined in the
     CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

     Participant Contributions means contributions made to any plan by or on
     behalf of a participant that are included in the participant's gross income
     in the year in which made and that are maintained under a separate account
     to which earnings and losses are allocated.

     Matching Contributions means employer contributions made to this or any
     other defined contribution plan, or to a contract described in Code Section
     403(b), on behalf of a participant on account of a Participant Contribution
     made by such participant, or on account of a participant's Elective
     Deferral Contributions, under a plan maintained by the employer.

     Qualified Matching Contributions means Matching Contributions which are
     subject to the distribution and nonforfeitability requirements under Code
     Section 401(k) when made.

                                        40
<PAGE>   59

     Qualified Nonelective Contributions means any employer contributions (other
     than Matching Contributions) which an employee may not elect to have paid
     to him in cash instead of being contributed to the plan and which are
     subject to the distribution and nonforfeitability requirements under Code
     Section 401(k).

(b)  A Participant may assign to this Plan any Excess Elective Deferrals made
     during a taxable year by notifying the Plan Administrator in writing on or
     before the first following March 1 of the amount of the Excess Elective
     Deferrals to be assigned to the Plan. The Participant's claim for Excess
     Elective Deferrals shall be accompanied by the Participant's written
     statement that if such amounts are not distributed, such Excess Elective
     Deferrals, when added to amounts deferred under other plans or arrangements
     described in Code Sections 401(k), 408(k) or 403(b), will exceed the limit
     imposed on the Participant by Code Section 402(g) for the year in which the
     deferral occurred. The Excess Elective Deferrals assigned to this Plan can
     not exceed the Elective Deferral Contributions allocated under this Plan
     for such taxable year.

     Notwithstanding any other provisions of the Plan, Elective Deferral
     Contributions in an amount equal to the Excess Elective Deferrals assigned
     to this Plan, plus any income and minus any loss allocable thereto, shall
     be distributed no later than April 15 to any Participant to whose Account
     Excess Elective Deferrals were assigned for the preceding year and who
     claims Excess Elective Deferrals for such taxable year. Elective Deferral
     Contributions under this Plan which are distributed as Excess Elective
     Deferrals shall be treated as Annual Additions, as defined in the
     CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

     The income or loss allocable to such Excess Elective Deferrals shall be
     equal to the sum of:

     (1)   the income or loss allocable to the Participant's Elective Deferral
           Contributions for the taxable year in which the excess occurred
           multiplied by a fraction and

     (2)   the income or loss allocable to the Participant's Elective Deferral
           Contributions for the gap period between the end of such taxable year
           and the date of distribution multiplied by a fraction.

     The numerator of the fractions is the Excess Elective Deferrals. The
     denominator of the fraction in (1) above is the closing balance without
     regard to any income or loss occurring during such

                                        41
<PAGE>   60

     taxable year (as of the end of such taxable year) of the Participant's
     Account resulting from Elective Deferral Contributions. The denominator of
     the fraction in (2) above is the closing balance without regard to any
     income or loss occurring during such gap period (as of the end of such gap
     period) of the Participant's Account resulting from Elective Deferral
     Contributions.

     Any Matching Contributions which were based on the Elective Deferral
     Contributions which are distributed as Excess Elective Deferrals, plus any
     income and minus any loss allocable thereto, shall be forfeited, if
     forfeitable. These Forfeitures shall be used to offset the earliest
     Employer Contribution due after the Forfeiture arises.

(c)  As of the end of each Plan Year after Excess Elective Deferrals have been
     determined, one of the following tests must be met:

     (1)   The Average Actual Deferral Percentage for Eligible Participants who
           are Highly Compensated Employees for the Plan Year is not more than
           the Average Actual Deferral Percentage for Eligible Participants who
           are Nonhighly Compensated Employees for the Plan Year multiplied by
           1.25.

     (2)   The Average Actual Deferral Percentage for Eligible Participants who
           are Highly Compensated Employees for the Plan Year is not more than
           the Average Actual Deferral Percentage for Eligible Participants who
           are Nonhighly Compensated Employees for the Plan Year multiplied by 2
           and the difference between the Average Actual Deferral Percentages is
           not more than 2.

     The Actual Deferral Percentage for any Eligible Participant who is a Highly
     Compensated Employee for the Plan Year and who is eligible to have Elective
     Deferral Contributions (and Qualified Nonelective Contributions or
     Qualified Matching Contributions, or both, if used in computing the Actual
     Deferral Percentage) allocated to his account under two or more plans or
     arrangements described in Code Section 401(k) that are maintained by the
     Employer or a Controlled Group member shall be determined as if all such
     Elective Deferral Contributions (and, if applicable, such Qualified
     Nonelective Contributions or Qualified Matching Contributions, or both)
     were made under a single arrangement. If a Highly Compensated Employee
     participates in two or more cash or deferred arrangements that have
     different Plan Years, all cash or deferred arrangements ending with or
     within the same calendar year shall be treated as a single arrangement.

                                        42
<PAGE>   61

     In the event that this Plan satisfies the requirements of Code Sections
     401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
     plans, or if one or more other plans satisfy the requirements of such Code
     sections only if aggregated with this Plan, then this section shall be
     applied by determining the Actual Deferral Percentage of employees as if
     all such plans were a single plan. For Plan Years beginning after December
     31, 1989, plans may be aggregated in order to satisfy Code Section 401(k)
     only if they have the same Plan Year.

     For purposes of determining the Actual Deferral Percentage of an Eligible
     Participant who is a five-percent owner or one of the ten most highly-paid
     Highly Compensated Employees, the Elective Deferral Contributions (and
     Qualified Nonelective Contributions or Qualified Matching Contributions, or
     both, if used in computing the Actual Deferral Percentage) and Compensation
     of such Eligible Participant include the Elective Deferral Contributions
     (and, if applicable, Qualified Nonelective Contributions or Qualified
     Matching Contributions, or both) and Compensation for the Plan Year of
     Family Members. Family Members, with respect to such Highly Compensated
     Employees, shall be disregarded as separate employees in determining the
     Actual Deferral Percentage both for Participants who are Nonhighly
     Compensated Employees and for Participants who are Highly Compensated
     Employees.

     For purposes of determining the Actual Deferral Percentage, Elective
     Deferral Contributions, Qualified Nonelective Contributions and Qualified
     Matching Contributions must be made before the last day of the 12-month
     period immediately following the Plan Year to which contributions relate.

     The Employer shall maintain records sufficient to demonstrate satisfaction
     of the Average Actual Deferral Percentage test and the amount of Qualified
     Nonelective Contributions or Qualified Matching Contributions, or both,
     used in such test.

     The determination and treatment of the Contributions used in computing the
     Actual Deferral Percentage shall satisfy such other requirements as may be
     prescribed by the Secretary of the Treasury.

     If the Plan Administrator should determine during the Plan Year that
     neither of the above tests is being met, the Plan Administrator may adjust
     the amount of future Elective Deferral Contributions of the Highly
     Compensated Employees.

     Notwithstanding any other provisions of this Plan, Excess Contributions,
     plus any income and minus any loss allocable thereto, shall be distributed
     no later than the last day of each

                                        43
<PAGE>   62

     Plan Year to Participants to whose Accounts such Excess Contributions were
     allocated for the preceding Plan Year. If such excess amounts are
     distributed more than 2 1/2 months after the last day of the Plan Year in
     which such excess amounts arose, a ten (10) percent excise tax will be
     imposed on the employer maintaining the plan with respect to such amounts.
     Such distributions shall be made to Highly Compensated Employees on the
     basis of the respective portions of the Excess Contributions attributable
     to each of such employees. Excess Contributions shall be allocated to
     Participants who are subject to the family member aggregation rules of Code
     Section 414(q)(6) in the manner prescribed by the regulations.

     Excess Contributions shall be treated as Annual Additions, as defined in
     the CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

     The Excess Contributions shall be adjusted for income or loss. The income
     or loss allocable to such Excess Contributions shall be equal to the sum of

     (3)   the income or loss allocable to the Participant's Elective Deferral
           Contributions (and, if applicable, Qualified Nonelective
           Contributions or Qualified Matching Contributions, or both) for the
           Plan Year in which the excess occurred multiplied by a fraction and

     (4)   the income or loss allocable to the Participant's Elective Deferral
           Contributions (and, if applicable, Qualified Nonelective
           Contributions or Qualified Matching Contributions, or both) for the
           gap period between the end of such Plan Year and the date of
           distribution multiplied by a fraction.

     The numerator of the fractions is the Excess Contributions. The denominator
     of the fraction in (3) above is the closing balance without regard to any
     income or loss occurring during such Plan Year (as of the end of such Plan
     Year) of the Participant's Account resulting from Elective Deferral
     Contributions (and Qualified Nonelective Contributions or Qualified
     Matching Contributions, or both, if used in computing the Actual Deferral
     Percentage). The denominator of the fraction in (4) above is the closing
     balance without regard to any income or loss occurring during such gap
     period (as of the end of such gap period) of the Participant's Account
     resulting from Elective Deferral Contributions (and Qualified Nonelective
     Contributions or Qualified Matching Contributions, or both, if used in
     computing the Actual Deferral Percentage).

                                        44
<PAGE>   63

     Excess Contributions shall be distributed from the Participant's Account
     resulting from Elective Deferral Contributions. If such Excess
     Contributions exceed the balance in the Participant's Account resulting
     from Elective Deferral Contributions, the balance shall be distributed from
     the Participant's Account resulting from Qualified Matching Contributions
     (if applicable) and Qualified Nonelective Contributions, respectively.

(d)  As of the end of each Plan Year, one of the following tests must be met:

     (1)   The Average Contribution Percentage for Eligible Participants who are
           Highly Compensated Employees for the Plan Year is not more than the
           Average Contribution Percentage for Eligible Participants who are
           Nonhighly Compensated Employees for the Plan Year multiplied by 1.25.

     (2)   The Average Contribution Percentage for Eligible Participants who are
           Highly Compensated Employees for the Plan Year is not more than the
           Average Contribution Percentage for Eligible Participants who are
           Nonhighly Compensated Employees for the Plan Year multiplied by 2 and
           the difference between the Average Contribution Percentages is not
           more than 2.

     If one or more Highly Compensated Employees participate in both a cash or
     deferred arrangement and a plan subject to the Average Contribution
     Percentage test maintained by the Employer or a Controlled Group member and
     the sum of the Average Actual Deferral Percentage and Average Contribution
     Percentage of those Highly Compensated Employees subject to either or both
     tests exceeds the Aggregate Limit, then the Contribution Percentage of
     those Highly Compensated Employees who also participate in a cash or
     deferred arrangement will be reduced (beginning with such Highly
     Compensated Employees whose Contribution Percentage is the highest) so that
     the limit is not exceeded. The amount by which each Highly Compensated
     Employee's Contribution Percentage is reduced shall be treated as an Excess
     Aggregate Contribution. The Average Actual Deferral Percentage and Average
     Contribution Percentage of the Highly Compensated Employees are determined
     after any corrections required to meet the Average Actual Deferral
     Percentage and Average Contribution Percentage tests. Multiple use does not
     occur if both the Average Actual Deferral Percentage and Average
     Contribution Percentage of the Highly Compensated Employees does not exceed
     1.25 multiplied by the Average Actual Deferral Percentage and Average
     Contribution Percentage of the Nonhighly Compensated Employees.

     The Contribution Percentage for any Eligible Participant who is a Highly
     Compensated Employee for the Plan Year and who is eligible

                                        45
<PAGE>   64

     to have Contribution Percentage Amounts allocated to his account under two
     or more plans described in Code Section 401(a) or arrangements described in
     Code Section 401(k) that are maintained by the Employer or a Controlled
     Group member shall be determined as if the total of such Contribution
     Percentage Amounts was made under each plan. If a Highly Compensated
     Employee participates in two or more cash or deferred arrangements that
     have different Plan Years, all cash or deferred arrangements ending with or
     within the same calendar year shall be treated as a single arrangement.

     In the event that this Plan satisfies the requirements of Code Section
     410(b) only if aggregated with one or more other plans, or if one or more
     other plans satisfy the requirements of Code Section 410(b) only if
     aggregated with this Plan, then this section shall be applied by
     determining the Contribution Percentages of Eligible Participants as if all
     such plans were a single plan. For Plan Years beginning after December 31,
     1989, plans may be aggregated in order to satisfy Code Section 401(m) only
     if they have the same Plan Year.

     For purposes of determining the Contribution Percentage of an Eligible
     Participant who is a five-percent owner or one of the ten most highly-paid
     Highly Compensated Employees, the Contribution Percentage Amounts and
     Compensation of such Participant shall include Contribution Percentage
     Amounts and Compensation for the Plan Year of Family Members. Family
     Members, with respect to Highly Compensated Employees, shall be disregarded
     as separate employees in determining the Contribution Percentage both for
     employees who are Nonhighly Compensated Employees and for employees who are
     Highly Compensated Employees.

     For purposes of determining the Contribution Percentage, Participant
     Contributions are considered to have been made in the Plan Year in which
     contributed to the Plan. Matching Contributions and Qualified Nonelective
     Contributions will be considered made for a Plan Year if made no later than
     the end of the 12-month period beginning on the day after the close of the
     Plan Year.

     The Employer shall maintain records sufficient to demonstrate satisfaction
     of the Average Contribution Percentage test and the amount of Qualified
     Nonelective Contributions or Qualified Matching Contributions, or both,
     used in such test.

     The determination and treatment of the Contribution Percentage of any
     Participant shall satisfy such other requirements as may be prescribed by
     the Secretary of the Treasury.

                                        46
<PAGE>   65

     Notwithstanding any other provisions of this Plan, Excess Aggregate
     Contributions, plus any income and minus any loss allocable thereto, shall
     be forfeited, if not vested, or distributed, if vested, no later than the
     last day of each Plan Year to Participants to whose Accounts such Excess
     Aggregate Contributions were allocated for the preceding Plan Year. Excess
     Aggregate Contributions shall be allocated to Participants who are subject
     to the family member aggregation rules of Code Section 414(q)(6) in the
     manner prescribed by the regulations. If such Excess Aggregate
     Contributions are distributed more than 2 1/2 months after the last day of
     the Plan Year in which such excess amounts arose, a ten (10) percent excise
     tax will be imposed on the employer maintaining the plan with respect to
     those amounts. Excess Aggregate Contributions shall be treated as Annual
     Additions, as defined in the CONTRIBUTION LIMITATION SECTION of Article
     III, under the Plan.

     The Excess Aggregate Contributions shall be adjusted for income or loss.
     The income or loss allocable to such Excess Aggregate Contributions shall
     be equal to the sum of:

     (3)   the income or loss allocable to the Participant's Contribution
           Percentage Amounts for the Plan Year in which the excess occurred
           multiplied by a fraction and

     (4)   the income or loss allocable to the Participant's Contribution
           Percentage Amounts for the gap period between the end of such Plan
           Year and the date of distribution multiplied by a fraction.

     The numerator of the fractions is the Excess Aggregate Contributions. The
     denominator of the fraction in (3) above is the closing balance without
     regard to any income or loss occurring during such Plan Year (as of the end
     of such Plan Year) of the Participant's Account resulting from Contribution
     Percentage Amounts. The denominator of the fraction in (4) above is the
     closing balance without regard to any income or loss occurring during such
     gap period (as of the end of such gap period) of the Participant's Account
     resulting from Contribution Percentage Amounts.

     Excess Aggregate Contributions shall be distributed from the Participant's
     Account resulting from Participant Contributions that are not required as a
     condition of employment or participation or for obtaining additional
     benefits from Employer Contributions. If such Excess Aggregate
     Contributions exceed the balance in the Participant's Account resulting
     from such Participant Contributions, the balance shall be forfeited, if not
     vested, or distributed, if vested, on a pro-rata basis from the

                                        47
<PAGE>   66

     Participant's Account resulting from Contribution Percentage Amounts. These
     Forfeitures shall be used to offset the earliest Employer Contribution due
     after the Forfeiture arises.

                                        48
<PAGE>   67

                                   ARTICLE IV

                          INVESTMENT OF CONTRIBUTIONS

SECTION 4.01. -- INVESTMENT OF CONTRIBUTIONS.

     All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund.

     Investment of Contributions is governed by the provisions of the Trust, the
Group Contract and any other funding arrangement in which the Trust Fund is or
may be invested. To the extent permitted by the Trust, Group Contract or other
funding arrangement, the parties named below shall direct the Contributions to
any of the accounts available under the Trust or Group Contract and may request
the transfer of assets resulting from those Contributions between such accounts.
A Participant may not direct the Trustee to invest the Participant's Account in
collectibles. Collectibles means any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage or other tangible personal property specified
by the Secretary of Treasury. To the extent that a Participant does not direct
the investment of his Account, such Account shall be invested ratably in the
accounts available under the Trust or Group Contract in the same manner as the
undirected Accounts of all other Participants. The Vested Accounts of all
Inactive Participants may be segregated and invested separately from the
accounts of all other Participants.

     The Trust Fund shall be valued at current fair market value as of the last
day of the last calendar month ending in the Plan Year and, at the discretion of
the Trustee, may be valued more frequently. The valuation shall take into
consideration investment earnings credited, expenses charged, payments made and
changes in the value of the assets held in the Trust Fund. The Account of a
Participant shall be credited with its share of the gains and losses of the
Trust Fund. That part of a Participant's Account invested in a funding
arrangement which establishes an account or accounts for such Participant
thereunder shall be credited with the gain or loss from such account or
accounts. That part of a Participant's Account which is invested in other
funding arrangements shall be credited with a proportionate share of the gain or
loss of such investments. The share shall be determined by multiplying the gain
or loss of the investment by the ratio of the part of the Participant's Account
invested in such funding arrangement to the total of the Trust Fund invested in
such funding arrangement.

     At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan's objectives. The
Named Fiduciary shall inform the Trustee and any Investment

                                        49
<PAGE>   68

Manager of the Plan's short-term and long-term financial needs so the investment
policy can be coordinated with the Plan's financial requirements.

     (a)   Employer Contributions other than Elective Deferral Contributions:
           The Participant shall direct the investment of such Employer
           Contributions and transfer of assets resulting from those
           Contributions.

     (b)   Elective Deferral Contributions: The Participant shall direct the
           investment of Elective Deferral Contributions and transfer of assets
           resulting from those Contributions.

     (c)   Participant Contributions: The Participant shall direct the
           investment of Participant Contributions and transfer of assets
           resulting from those Contributions.

     (d)   Rollover Contributions: The Participant shall direct the investment
           of Rollover Contributions and transfer of assets resulting from those
           Contributions.

     However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and Plan assets which are not subject to
Participant direction.

                                        50
<PAGE>   69

                                   ARTICLE V

                                    BENEFITS

SECTION 5.01. -- RETIREMENT BENEFITS.

     On a Participant's Retirement Date, his Vested Account shall be distributed
to him according to the distribution of benefits provisions of Article VI and
the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02. -- DEATH BENEFITS.

     If a Participant dies before his Annuity Starting Date, his Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.03. -- VESTED BENEFITS.

     A Participant may receive a distribution of his Vested Account at any time
after he ceases to be an Employee, provided he has not again become an Employee.
If such amount is not payable under the provisions of the SMALL AMOUNTS SECTION
of Article IX, it will be distributed only if the Participant so elects.

     If a Participant does not receive an earlier distribution according to the
provisions of this section or the SMALL AMOUNTS SECTION of Article IX, upon his
Retirement Date or death, his Vested Account shall be applied according to the
provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of
Article V.

     Some or all of a Participant's Vested Account may be transferred directly
to the trustee, named fiduciary or insurer under the retirement plan of the
Participant's current employer if the following requirements are met: the
Participant would be eligible to receive a distribution of his Vested Account at
the time the transfer is to occur; the amount transferred, if distributed to the
Participant, would qualify as a rollover contribution which the Code permits to
be transferred to a plan that meets the requirements of Code Section 401(a); the
current employer's plan meets the requirements of Code Section 401(a). The
Participant must request the transfer in writing. The trustee, named fiduciary
or insurer under the plan must be willing to accept such a transfer. Such
transferred amount shall be treated as a distribution under this Plan.

     The Nonvested Account of a Participant who has ceased to be an Employee
shall remain a part of his Account until it becomes a Forfeiture; provided,
however, if the Participant again becomes an Employee so that his Vesting

                                        51
<PAGE>   70

Percentage can increase, the Nonvested Account may become a part of his Vested
Account.

SECTION 5.04. -- WHEN BENEFITS START.

     Benefits under the Plan begin when a Participant retires, dies or ceases to
be an Employee, whichever applies, as provided in the preceding sections of this
article. Benefits which begin before Normal Retirement Date for a Participant
who became Totally and Permanently Disabled when he was an Employee shall be
deemed to begin because he is Totally and Permanently Disabled. The start of
benefits is subject to the qualified election procedures of Article VI.

     Unless otherwise elected, benefits shall begin before the sixtieth day
following the close of the Plan Year in which the latest date below occurs:

     (a)   The date the Participant attains the earlier of (i) age 65 or (ii)
           the later of his Normal Retirement Age or age 62.

     (b)   The tenth anniversary of the Participant's Entry Date.

     (c)   The date the Participant ceases to be an Employee.

     Notwithstanding the foregoing, the failure of a Participant and spouse to
consent to a distribution while a benefit is immediately distributable, within
the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be deemed to
be an election to defer commencement of payment of any benefit sufficient to
satisfy this section.

     The Participant may elect to have his benefits begin after the latest date
for beginning benefits described above, subject to the provisions of this
section. The Participant shall make the election in writing and deliver the
signed statement of election to the Plan Administrator before Normal Retirement
Date or the date he ceases to be an Employee, if later. The election must
describe the form of distribution and the date the benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

     Benefits shall begin by the Participant's required beginning date, as
defined in the FORM OF DISTRIBUTION SECTION of Article VI. Distribution of the
Vested Account resulting from Contributions made after the Participant's
required beginning date shall begin by the April 1 following the calendar year
in which such Contributions were made.

                                        52
<PAGE>   71

     If a Participant receives a taxable distribution (including a withdrawal)
of any part of his Vested Account, he may be subject to a Federal tax penalty.
The tax penalty does not apply if the distribution is:

     (a)   made on or after age 59 1/2;

     (b)   made on account of the Participant's death to his Beneficiary or
           estate;

     (c)   made on account of being disabled; or

     (d)   made after separation from service after the attainment of age 55.

In addition, no tax is imposed on amounts received and paid during the taxable
year for medical expenses in an amount not to exceed that deductible under Code
Section 213. Disabled means that a Participant is disabled to the extent he is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or be of long-continued and indefinite duration. Proof of the existence of
the disability will be in such form and manner as the Secretary of the Treasury
may require.

     Contributions which are used to compute the Actual Deferral Percentage, as
defined in the EXCESS AMOUNTS SECTION of Article III, may be distributed upon
disposition by the Employer of substantially all of the assets used by the
Employer in a trade or business or disposition by the Employer of the Employer's
interest in a subsidiary if the transferee corporation is not a Controlled Group
member, the Employee continues employment with the transferee corporation and
the transferee corporation continues to maintain the Plan. The distribution must
be a total distribution.

SECTION 5.05. -- WITHDRAWAL PRIVILEGES.

     A Participant may withdraw that part of his Vested Account resulting from
his Voluntary Contributions. A Participant may make such a withdrawal at any
time. No withdrawals of this type may be within three months after the date of a
previous withdrawal of this type.

     A Participant, who has been an Active Participant at least five years since
the later of (i) his Entry Date or (ii) the date of his last withdrawal under
the provisions of this paragraph, may withdraw all or any portion of his Vested
Account which results from the following Contributions:

     Matching Contributions
     Discretionary Contributions
     Rollover Contributions

                                        53
<PAGE>   72

     A Participant who has attained age 59 1/2 may withdraw all or any portion
of his Vested Account which results from the following Contributions:

     Elective Deferral Contributions
     Matching Contributions
     Discretionary Contributions
     Rollover Contributions

A Participant may make only two such withdrawals in any 12-month period.

     A Participant may withdraw all or any portion of his Vested Account which
results from the following Contributions

     Elective Deferral Contributions
     Matching Contributions
     Discretionary Contributions
     Rollover Contributions

in the event of hardship due to an immediate and heavy financial need. On and
after the first Yearly Date in 1989, withdrawals from the Participant's Account
resulting from Elective Deferral Contributions shall be limited to the amount of
the Participant's Elective Deferral Contributions plus income allocable thereto
credited to his Account as of December 31, 1988. Immediate and heavy financial
need shall be limited to: (i) medical expenses described in Code Section 213(d)
incurred by the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of tuition
for the next semester or quarter of post-secondary education for the
Participant, his spouse, children or dependents; (iv) the need to prevent the
eviction of the Participant from his principal residence or foreclosure on the
mortgage of the Participant's principal residence; or (v) any other distribution
which is deemed by the Commissioner of Internal Revenue to be made on account of
immediate and heavy financial need as provided in Treasury regulations. The
Participant's request for a withdrawal shall include his written statement that
an immediate and heavy financial need exists and explain its nature.

     No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need of the
Participant; (ii) the Participant has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer; (iii) the Plan, and all other plans maintained
by the Employer, provide that the Participant's elective contributions and
employee contributions will be suspended for at least 12 months after receipt of
the hardship distribution;

                                        54
<PAGE>   73

and (iv) the Plan, and all other plans maintained by the Employer, provide that
the Participant may not make elective contributions for the Participant's
taxable year immediately following the taxable year of the hardship distribution
in excess of the applicable limit under Code Section 402(g) for such next
taxable year less the amount of such Participant's elective contributions for
the taxable year of the hardship distribution. The Plan will suspend elective
contributions and employee contributions for 12 months and limit elective
deferrals as provided in the preceding sentence. A Participant shall not cease
to be an Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of
Article III, merely because his elective contributions or employee contributions
are suspended.

     No withdrawal shall be allowed which is in excess of the amount required to
relieve the financial need. The Participant's request for a withdrawal shall
include his written statement that the amount requested does not exceed the
amount needed to meet the financial need.

     A request for withdrawal shall be in writing on a form furnished for that
purpose and delivered to the Plan Administrator before the withdrawal is to
occur.

     A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06. -- LOANS TO PARTICIPANTS.

     Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, Participant means any
Participant or Beneficiary who is an Employee. Loans shall not be made to highly
compensated employees, as defined in Code Section 414(q), in an amount greater
than the amount made available to other Participants.

     No loans will be made to any shareholder-employee or owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5% of the outstanding
stock of the corporation.

     A loan to a Participant shall be a Participant-directed investment of his
Account. The loan is a Trust investment but no Account other than the borrowing
Participant's Account shall share in the interest paid on the loan or bear any
expense or loss incurred because of the loan.

     The number of outstanding loans shall be limited to one. No more than one
loan will be approved for any Participant in any 12-month period. The minimum
amount of any loan shall be $500.

     Loans must be adequately secured and bear a reasonable rate of interest.

                                        55
<PAGE>   74

     The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

     (a)   $50,000 reduced by the highest outstanding loan balance of loans
           during the one-year period ending on the day before the new loan is
           made.

     (b)   The greater of (1) or (2), reduced by (3) below:

        (1)   One-half of the Participant's Vested Account.

        (2)   $10,000.

        (3)   Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

     The foregoing notwithstanding, the amount of such loan shall not exceed 50%
of the amount of the Participant's Vested Account. No collateral other than a
portion of the Participant's Vested Account (as limited above) shall be
accepted. The Loan Administrator shall determine if the collateral is adequate
for the amount of the loan requested.

     Notwithstanding any other provision of this Plan, the portion of the
Participant's Vested Account used as a security interest held by the Plan by
reason of a loan outstanding to the Participant shall be taken into account for
purposes of determining the amount of the Vested Account payable at the time of
death or distribution, but only if the reduction is used as repayment of the
loan.

     Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

     The loan shall by its terms require that repayment (principal and interest)
be amortized in level payments, not less frequently than

                                        56
<PAGE>   75

quarterly, over a period not extending beyond five years from the date of the
loan. A loan is not subject to this five-year repayment requirement if it is
used to buy any dwelling unit, which within a reasonable time, is to be used as
the principal residence of the Participant. The "reasonable time" will be
determined at the time the loan is made. The period of repayment for any loan
shall be arrived at by mutual agreement between the Loan Administrator and the
Participant.

     The Participant shall make a written application for a loan from the Plan
on forms provided by the Loan Administrator. The application must specify the
amount and duration requested. No loan will be approved unless the Participant
is creditworthy. The Participant must grant authority to the Loan Administrator
to investigate the Participant's creditworthiness so that the loan application
may be properly considered.

     Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and/or credit history of the Participant to determine whether a
loan should be approved.

     Each loan shall be fully documented in the form of a promissory note signed
by the Participant for the face amount of the loan, together with interest
determined as specified above.

     There will be an assignment of collateral to the Plan executed at the time
the loan is made.

     In those cases where repayment through payroll deduction by the Employer is
available, installments are so payable, and a payroll deduction agreement will
be executed by the Participant at the time of making the loan.

     Where payroll deduction is not available, payments are to be timely made.

     Any payment that is not by payroll deduction shall be made payable to the
Employer or Trustee, as specified in the promissory note, and delivered to the
Loan Administrator, including prepayments, service fees and penalties, if any,
and other amounts due under the note.

     The promissory note may provide for reasonable late payment penalties
and/or service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.

                                        57
<PAGE>   76

     Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

     If any amount remains unpaid for more than 31 days after due, a default is
deemed to occur.

     Upon default, the Plan has the right to pursue any remedy available by law
to satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law.

     If any payment of principal or interest or any other amount due under the
promissory note, or any portion thereof, is not made for a period of 90 days
after due, the entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically but not
limited to the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law.

     In the event of default, foreclosure on the note and attachment of security
or use of amounts pledged to satisfy the amount then due, will not occur until a
distributable event (see WHEN BENEFITS START SECTION of Article V) occurs in
accordance with the Plan, and will not occur to an extent greater than the
amount then available upon any distributable event which has occurred under the
Plan.

     All reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a
promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

     If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If the
subsequent deduction is also insufficient to satisfy the amount due within 31
days, a default is deemed to occur as above. If any amount remains past due more
than 90 days, the entire principal amount, whether or not otherwise then due,
along with interest then accrued and any other amount then due under the
promissory note, shall become due and payable, as above.

     If the Participant ceases to be an Employee, the balance of the outstanding
loan becomes due and payable, and the Participant's Vested Account will be used
as available for distribution(s) to pay the outstanding loan. The Participant's
Vested Account will not be used to pay any amount due under the outstanding loan
before the date which is 31 days after the

                                        58
<PAGE>   77

date he ceased to be an Employee, and the Participant may elect to repay the
outstanding loan with interest on the day of repayment. If no distributable
event has occurred under the Plan at the time that the Participant's Vested
Account would otherwise be used under this provision to pay any amount due under
the outstanding loan, this will not occur until the time, or in excess of the
extent to which, a distributable event occurs under the Plan.

                                        59
<PAGE>   78

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

     The provisions of this article shall apply on or after August 23, 1984, to
any Participant who is credited with at least one Hour-of-Service or one hour of
paid leave on or after that date and to such other Participants as provided in
the TRANSITIONAL RULES SECTION of this article. The provisions of the Plan as in
effect on the day before the TEFRA Compliance Date shall apply before August 23,
1984.

SECTION 6.01. -- FORM OF DISTRIBUTION.

     The form of benefit payable to or on behalf of a Participant is a single
sum payment. The entire interest of a Participant must be distributed no later
than the Participant's required beginning date. The Participant's required
beginning date is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70 1/2, unless otherwise
provided in (a), (b) or (c) below:

     (a)   The required beginning date for a Participant who attains age 70 1/2
           before January 1, 1988, and who is not a 5-percent owner is the first
           day of April of the calendar year following the calendar year in
           which the later of retirement or attainment of age 70 1/2 occurs.

     (b)   The required beginning date for a Participant who attains age 70 1/2
           before January 1, 1988, and who is a 5-percent owner is the first day
           of April of the calendar year following the later of

        (1)   the calendar year in which the Participant attains age 70 1/2, or

        (2)   the earlier of the calendar year with or within which ends the
              Plan Year in which the Participant becomes a 5-percent owner, or
              the calendar year in which the Participant retires.

     (c)   The required beginning date of a Participant who is not a 5-percent
           owner and who attains age 70 1/2 during 1988 and who has not retired
           as of January 1, 1989, is April 1, 1990.

A Participant is treated as a 5-percent owner for purposes of this section if
such Participant is a 5-percent owner as defined in Code Section 416(i)
(determined in accordance with Code Section 416 but without regard to whether
the Plan is top-heavy) at any time during the Plan Year ending with or within
the calendar year in which such owner attains age 66 1/2 or any subsequent Plan
Year.

                                        60
<PAGE>   79

SECTION 6.02. -- ELECTION PROCEDURES.

     The Participant shall make any election under this section in writing. The
Plan Administrator may require such individual to complete and sign any
necessary documents as to the provisions to be made. Any election permitted
under (a) below shall be subject to the qualified election provisions of (b)
below.

     (a)   Death Benefits. A Participant may elect his Beneficiary.

     (b)   Qualified Election. The Participant may make an election at any time
           during the election period. The Participant may revoke the election
           made (or make a new election) at any time and any number of times
           during the election period. An election is effective only if it meets
           the consent requirements below.

        A Participant may make an election as to death benefits at any time
        before he dies.

        If the Participant's Vested Account has at any time exceeded $3,500, any
        benefit which is immediately distributable requires the consent of the
        Participant. The consent of the Participant to a benefit which is
        immediately distributable must not be made before the date the
        Participant is provided with the notice of the ability to defer the
        distribution. Such consent shall be made in writing. The consent shall
        not be made more than 90 days before the Annuity Starting Date. The
        consent of the Participant shall not be required to the extent that a
        distribution is required to satisfy Code Section 401(a)(9) or Code
        Section 415. In addition, upon termination of this Plan if the Plan does
        not offer an annuity option (purchased from a commercial provider), the
        Participant's Account balance may, without the Participant's consent, be
        distributed to the Participant or transferred to another defined
        contribution plan (other than an employee stock ownership plan as
        defined in Code Section 4975(e)(7)) within the same Controlled Group. A
        benefit is immediately distributable if any part of the benefit could be
        distributed to the Participant before the Participant attains the older
        of Normal Retirement Age or age 62. Spousal consent is needed to name a
        Beneficiary other than the spouse. If the Participant names a
        Beneficiary other than his spouse, the spouse has the right to limit
        consent only to a specific Beneficiary. The spouse can relinquish such
        right. Such consent shall be made in writing. The spouse's consent shall
        be witnessed by a plan representative or notary public. The spouse's
        consent must acknowledge the effect of the election, including that the
        spouse had the right to limit consent only to a specific Beneficiary and
        that the relinquishment of such right was voluntary. Unless the consent
        of the spouse expressly permits designations by the Participant without
        a requirement of further

                                        61
<PAGE>   80

        consent by the spouse, the spouse's consent must be limited to the
        Beneficiary, class of Beneficiaries, or contingent Beneficiary named in
        the election. Spousal consent is not required, however, if the
        Participant establishes to the satisfaction of the plan representative
        that the consent of the spouse cannot be obtained because there is no
        spouse or the spouse cannot be located. A spouse's consent under this
        paragraph shall not be valid with respect to any other spouse. A
        Participant may revoke a prior election without the consent of the
        spouse. Any new election will require a new spousal consent, unless the
        consent of the spouse expressly permits such election by the Participant
        without further consent by the spouse. A spouse's consent may be revoked
        at any time within the Participant's election period.

SECTION 6.03. -- NOTICE REQUIREMENTS.

     (a)   The Plan administrator shall furnish to the Participant a written
           explanation the Participant to defer distribution until the benefit
           is no longer immediately distributable. The Plan Administrator shall
           furnish the written explanation by a method reasonably calculated to
           reach the attention of the Participant no less than 30 days and no
           more than 90 days before the Annuity Starting Date.

SECTION 6.04. -- TRANSITIONAL RULES.

     In modification of the preceding provisions of this article, distributions
(including distributions to a five-percent owner of the Employer) may be made in
a form which would not have caused this Plan to be disqualified under Code
Section 401(a)(9) as in effect before the TEFRA Compliance Date. The form must
be elected by the Participant or, if the Participant has died, by the
Beneficiary. The election must be made in writing and signed before January 1,
1984. The election will only be applicable if the Participant has an Account as
of December 31, 1983. The Participant's or Beneficiary's election must specify
when the distribution is to begin and the Beneficiaries listed in the order of
priority, if applicable. A distribution upon death will not be covered by this
transitional rule unless the election contains the required information
described above with respect to the distributions to be made when the
Participant dies. Distributions in the process of payment on January 1, 1984,
are deemed to meet the above requirements if the form of distribution was
elected in writing and the form met the requirements of Code Section 401(a)(9)
as in effect before the TEFRA Compliance Date. If the election under this
paragraph is revoked, any subsequent distribution must meet the requirements of
Code Section 401(a)(9) and the proposed regulations thereunder. If an election
is revoked subsequent to the date distributions are required to begin, the Plan
must distribute by the end of the calendar year following the calendar year in
which the revocation occurs the total amount not yet distributed which would
have been required to have been

                                        62
<PAGE>   81

distributed to satisfy Code Section 401(a)(9) and the proposed regulations
thereunder, but for the Code Section 242(b)(2) election. For calendar years
beginning after December 31, 1988, such distribution must meet the minimum
distribution incidental benefit requirements in section 1.401(a)(9)-2 of the
proposed regulations. Any changes in the election will be considered a
revocation of the election. However, the mere substitution or addition of
another Beneficiary (one not named in the election) under the election will not
be considered to be a revocation of the election, so long as such substitution
or addition does not alter the period over which distributions are to be made
under the election, directly or indirectly (for example, by altering the
relevant measuring life). In the case in which an amount is transferred or
rolled over from one plan to another plan, the rules in Q&A J-2 and Q&A J-3 of
section 1.401(a)(9)-1 of the proposed regulations shall apply.

                                        63
<PAGE>   82

                                  ARTICLE VII
                              TERMINATION OF PLAN

     The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions under
the Plan constitutes complete termination of Plan.

     The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial Plan
termination. The Participant's Account shall continue to participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund until the Vested Account is distributed. A distribution under
this article will be a retirement benefit and shall be distributed to the
Participant according to the provisions of Article VI.

     A Participant's Account which does not result from Contributions which are
used to compute the Actual Deferral Percentage, as defined in the EXCESS AMOUNTS
SECTION of Article III, may be distributed to the Participant after the
effective date of the complete or partial Plan termination. A Participant's
Account resulting from Contributions which are used to compute such percentage
may be distributed upon termination of the Plan without the establishment or
maintenance of another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)).

     Upon complete termination of Plan, no more Employees shall become
Participants and no more Contributions shall be made.

     The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.

                                        64
<PAGE>   83

                                  ARTICLE VIII
                             ADMINISTRATION OF PLAN

SECTION 8.01. -- ADMINISTRATION.

     Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has the power to construe the Plan and to determine all questions that may arise
under the Plan, including all questions relating to the eligibility of Employees
to participate in the Plan and the amount of benefit to which any Participant or
Beneficiary may become entitled. The Plan Administrator's decisions upon all
matters within the scope of its authority shall be final.

     Unless otherwise set out in the Plan or Group Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

     The Plan Administrator shall receive all claims for benefits by
Participants, former Participants and Beneficiaries. The Plan Administrator
shall determine all facts necessary to establish the right of any Claimant to
benefits and the amount of those benefits under the provisions of the Plan. The
Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs
necessary to determine age, and in any other matters required to administer the
Plan.

SECTION 8.02. -- RECORDS.

     All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

     Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording or other
forms of data compilation shall be acceptable means of keeping records.

                                        65
<PAGE>   84

SECTION 8.03. -- INFORMATION AVAILABLE.

     Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Group Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator will
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 8.04. -- CLAIM AND APPEAL PROCEDURES.

     A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

     If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

     The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period shall render the Plan Administrator's
determination of such denial final, binding and conclusive.

     If the Claimant appeals to the Plan Administrator, the Claimant, or his
authorized representative, may submit in writing whatever issues and comments
the Claimant, or his representative, feels are pertinent. The Claimant, or his
authorized representative may review pertinent Plan documents. The Plan
Administrator shall reexamine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances. The Plan Administrator shall advise the Claimant of its decision
within 60 days of his written request for

                                        66
<PAGE>   85

review, unless special circumstances (such as a hearing) would make rendering a
decision within the 60-day limit unfeasible. The Claimant must be notified
within the 60-day limit if an extension is necessary. The Plan Administrator
shall render a decision on a claim for benefits no later than 120 days after the
request for review is received.

SECTION 8.05. -- UNCLAIMED VESTED ACCOUNT PROCEDURE.

     If a Participant, his spouse or his Beneficiary fails to claim the
Participant's Vested Account, the Vested Account may be forfeited and applied
according to the forfeiture provisions of Article III. If Article III contains
no forfeiture provisions, such amount will be applied to reduce the earliest
Employer Contributions due after the forfeiture arises. An unclaimed Vested
Account shall not be forfeited until the latest of the date the Participant
attains age 62, attains Normal Retirement Age, or six months after the date the
Participant, spouse or Beneficiary is notified, by certified or registered mail
addressed to his last known address, that he is entitled to a benefit. If by the
latest date above, the Participant, spouse or Beneficiary has not claimed the
Vested Account or made his whereabouts known in writing, the Plan Administrator
may treat the Vested Account as a forfeiture under this section.

     If a Participant's Vested Account is forfeited according to the provisions
of the above paragraph and the Participant, his spouse or his Beneficiary at any
time make a claim for benefits, the forfeited Vested Account shall be
reinstated, unadjusted for any gains or losses occurring after the date it was
forfeited. The reinstated Vested Account shall then be distributed to the
Participant, spouse or Beneficiary according to the preceding provisions of the
Plan.

SECTION 8.06. -- DELEGATION OF AUTHORITY.

     All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

                                        67
<PAGE>   86

                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01. -- AMENDMENTS.

     The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the specified period of time as may be determined by
Internal Revenue Service regulations) to comply with the requirements of any law
or regulation issued by any governmental agency to which the Employer is
subject. An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries or eliminate an optional form
of distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time, except as may be necessary to comply with the requirements of any law or
regulation issued by any governmental agency to which the Employer is subject.
No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account or eliminating an optional form of benefit, with respect
to benefits attributable to service before the amendment shall be treated as
reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is
amended, in the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such Employee's
employer-derived accrued benefit will not be less than his percentage computed
under the Plan without regard to such amendment.

     An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article X, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

     (a)   who has completed at least three Years of Service on the date the
           election period described below ends (five Years of Service if the
           Participant does not have at least one Hour-of-Service in a Plan Year
           beginning after December 31, 1988) and

     (b)   whose nonforfeitable percentage will be determined on any date after
           the date of the change

                                        68
<PAGE>   87

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. An election does not need to
be provided for any Participant or former Participant whose nonforfeitable
percentage, determined according to the Plan provisions as changed, cannot at
any time be less than the percentage determined without regard to such change.
The election period shall begin no later than the date the Plan amendment is
adopted, or deemed adopted in the case of a change in the top-heavy status of
the Plan, and end no earlier than the sixtieth day after the latest of the date
the amendment is adopted (deemed adopted) or becomes effective, or the date the
Participant is issued written notice of the amendment (deemed amendment) by the
Employer or the Plan Administrator.

SECTION 9.02. -- MERGERS AND DIRECT TRANSFERS.

     The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if this Plan had then terminated).
The Employer may enter into merger agreements or direct transfer of assets
agreements with the employers under other retirement plans which are qualifiable
under Code Section 401(a), including an elective transfer, and may accept the
direct transfer of plan assets, or may transfer plan assets, as a party to any
such agreement. The Employer shall not consent to, or be a party to a merger,
consolidation or transfer of assets with a defined benefit plan if such action
would result in a defined benefit feature being maintained under this Plan.

     The Employer shall not consent to, or be a party to a merger, consolidation
or transfer of assets with a plan which is subject to the survivor annuity
requirements of Code Section 401(a)(11) if such action would result in a
survivor annuity feature being maintained under the Plan.

     The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee and he may not make Participant Contributions, until the
time he meets all of the requirements to become an Active Participant.

     The Plan shall hold, administer and distribute the transferred assets as a
part of the Plan. The Plan shall maintain a separate account for the benefit of
the Employee on whose behalf the Plan accepted the transfer in order to reflect
the value of the transferred assets. Unless a transfer of

                                        69
<PAGE>   88

assets to the Plan is an elective transfer, the Plan shall apply the optional
forms of benefit protections described in the AMENDMENTS SECTION of Article IX
to all transferred assets. A transfer is elective if: (1) the transfer is
voluntary, under a fully informed election by the Participant; (2) the
Participant has an alternative that retains his Code Section 411(d)(6) protected
benefits (including an option to leave his benefit in the transferor plan, if
that plan is not terminating); (3) if the transferor plan is subject to Code
Sections 401(a)(11) and 417, the transfer satisfies the applicable spousal
consent requirements of the Code; (4) the notice requirements under Code Section
417, requiring a written explanation with respect to an election not to receive
benefits in the form of a qualified joint and survivor annuity, are met with
respect to the Participant and spousal transfer election; (5) the Participant
has a right to immediate distribution from the transferor plan under provisions
in the plan not inconsistent with Code Section 401(a); (6) the transferred
benefit is equal to the Participant's entire nonforfeitable accrued benefit
under the transferor plan, calculated to be at least the greater of the single
sum distribution provided by the transferor plan (if any) or the present value
of the Participant's accrued benefit under the transferor plan payable at the
plan's normal retirement age and calculated using an interest rate subject to
the restrictions of Code Section 417(e) and subject to the overall limitations
of Code Section 415; (7) the Participant has a 100% nonforfeitable interest in
the transferred benefit; and (8) the transfer otherwise satisfies applicable
Treasury regulations.

SECTION 9.03. -- PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

     The obligations of an Insurer shall be governed solely by the provisions of
the Group Contract. The Insurer shall not be required to perform any act not
provided in or contrary to the provisions of the Group Contract. See the
CONSTRUCTION SECTION of this article.

     Any issuer or distributor of investment contracts or securities is governed
solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the
Trustee.

     Such Insurer, issuer or distributor is not a party to the Plan, nor bound
in any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

     Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest

                                        70
<PAGE>   89

information which they have received at their home office or principal address.

SECTION 9.04. -- EMPLOYMENT STATUS.

     Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 9.05. -- RIGHTS TO PLAN ASSETS.

     No Employee shall have any right to or interest in any assets of the Plan
upon termination of his employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee in accordance with Plan provisions.

     Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries of such Participant under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Trustee, the Insurer, and the
Employer arising under or by virtue of the Plan.

SECTION 9.06. -- BENEFICIARY.

     Each Participant may name a Beneficiary to receive any death benefit that
may arise out of his participation in the Plan. The Participant may change his
Beneficiary from time to time. Unless a qualified election has been made, for
purposes of distributing any death benefits before Retirement Date, the
Beneficiary of a Participant who has a spouse shall be the Participant's spouse.
The Participant's Beneficiary designation and any change of Beneficiary shall be
subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. It
is the responsibility of the Participant to give written notice to the Insurer
of the name of the Beneficiary on a form furnished for that purpose.

     With the Employer's consent, the Plan Administrator may maintain records of
Beneficiary designations for Participants before their Retirement Dates. In that
event, the written designations made by Participants shall be filed with the
Plan Administrator. If a Participant dies before his Retirement Date, the Plan
Administrator shall certify to the Insurer the Beneficiary designation on its
records for the Participant.

     If, at the death of a Participant, there is no Beneficiary named or
surviving, any death benefit under the Group Contract shall be paid under the
applicable provisions of the Group Contract.

                                        71
<PAGE>   90

SECTION 9.07. -- NONALIENATION OF BENEFITS.

     Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary or spouse. A Participant, Beneficiary
or spouse does not have any rights to alienate, anticipate, commute, pledge,
encumber or assign any of such benefits, except in the case of a loan as
provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding
sentences shall also apply to the creation, assignment, or recognition of a
right to any benefit payable with respect to a Participant according to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985.

SECTION 9.08. -- CONSTRUCTION.

     The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

     In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy issued hereunder, the provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.09. -- LEGAL ACTIONS.

     The Plan, the Plan Administrator, the Trustee and the Named Fiduciary are
the necessary parties to any action or proceeding involving the assets held with
respect to the Plan or administration of the Plan or Trust. No person employed
by the Employer, no Participant, former Participant or their Beneficiaries or
any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to
have an interest in the Plan.

SECTION 9.10. -- SMALL AMOUNTS.

     If the Vested Account of a Participant has never exceeded $3,500, the
entire Vested Account shall be payable in a single sum as of the earliest of his
Retirement Date, the date he dies, or the date he ceases to be an Employee for
any other reason. This is a small amounts payment. If a small amount is payable
as of the date the Participant dies, the small amounts payment shall be made to
the Participant's Beneficiary. If a small amount is payable while the
Participant is living, the small amounts payment shall

                                        72
<PAGE>   91

be made to the Participant. The small amounts payment is in full settlement of
all benefits otherwise payable.

     No other small amounts payments shall be made.

SECTION 9.11. -- WORD USAGE.

     The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words as used in this Plan may include the plural,
unless the context indicates otherwise.

SECTION 9.12. -- TRANSFERS BETWEEN PLANS.

     If an Employee previously participated in another plan of the Employer
which credited service under the elapsed time method for any purpose which under
this Plan is determined using the hours method, then the Employee's service
shall be equal to the sum of (a), (b) and (c) below:

     (a)   The number of whole years of service credited to him under the other
           plan as of the date he became an Eligible Employee under this Plan.

     (b)   One year or a part of a year of service for the applicable service
           period in which he became an Eligible Employee if he is credited with
           the required number of Hours-of-Service. If the Employer does not
           have sufficient records to determine the Employee's actual
           Hours-of-Service in that part of the service period before the date
           he became an Eligible Employee, the Hours-of-Service shall be
           determined using an equivalency. For any month in which he would be
           required to be credited with one Hour-of-Service, the Employee shall
           be deemed for purposes of this section to be credited with 190
           Hours-of-Service.

     (c)   The Employee's service determined under this Plan using the hours
           method after the end of the applicable service period in which he
           became an Eligible Employee.

     If an Employee previously participated in another plan of the Employer
which credited service under the hours method for any purpose which under this
Plan is determined using the elapsed time method, then the Employee's service
shall be equal to the sum of (d), (e) and (f) below:

     (d)   The number of whole years of service credited to him under the other
           plan as of the beginning of the applicable service period under that
           plan in which he became an Eligible Employee under this Plan.

     (e)   The greater of (1) the service that would be credited to him for that
           entire service period using the elapsed time method or (2)

                                        73
<PAGE>   92

       the service credited to him under the other plan as of the date he became
       an Eligible Employee under this Plan.

     (f)   The Employee's service determined under this Plan using the elapsed
           time method after the end of the applicable service period under the
           other plan in which he became an Eligible Employee.

     Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.

     If the Employee previously participated in the plan of a Controlled Group
member which credited service under a different method than is used in this
Plan, for purposes of determining eligibility and vesting the provisions above
shall apply as though the plan of the Controlled Group member were a plan of the
Employer.

                                        74
<PAGE>   93

                                   ARTICLE X

                          TOP-HEAVY PLAN REQUIREMENTS

SECTION 10.01. -- APPLICATION.

     The provisions of this article shall supersede all other provisions in the
Plan to the contrary.

     For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer as used in this article shall be deemed to include all members
of the Controlled Group unless the term as used clearly indicates only the
Employer is meant.

     The accrued benefit or account of a participant which results from
deductible voluntary contributions shall not be included for any purpose under
this article.

     The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of Article X
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 10.02. -- DEFINITIONS.

     The following terms are defined for purposes of this article.

     Aggregation Group means

     (a)   each of the Employer's retirement plans in which a Key Employee is a
           participant during the Year containing the Determination Date or one
           of the four preceding Years,

     (b)   each of the Employer's other retirement plans which allows the
           plan(s) described in (a) above to meet the nondiscrimination
           requirement of Code Section 401(a)(4) or the minimum coverage
           requirement of Code Section 410, and

     (c)   any of the Employer's other retirement plans not included in (a) or
           (b) above which the Employer desires to include as part of the

                                        75
<PAGE>   94

       Aggregation Group. Such a retirement plan shall be included only if the
       Aggregation Group would continue to satisfy the requirements of Code
       Section 401(a)(4) and Code Section 410.

     The plans in (a) and (b) above constitute the "required" Aggregation Group.
     The plans in (a), (b) and (c) above constitute the "permissive" Aggregation
     Group.

     Compensation means, as to an Employee for any period, compensation as
     defined in Code Section 415(c)(3). For purposes of determining who is a Key
     Employee, Compensation shall include, in addition to compensation as
     defined in Code Section 415(c)(3), amounts contributed by the Employer
     pursuant to a salary reduction agreement which are excludible from the
     Employee's gross income under Code Sections 125, 402(a)(8), 402(h) or
     403(b).

     Determination Date means as to this Plan for any Year, the last day of the
     preceding Year. However, if there is no preceding Year, the Determination
     Date is the last day of such Year.

     Key Employee means any Employee or former Employee (including Beneficiaries
     of deceased Employees) who at any time during the determination period was

     (a)   one of the Employer's officers (subject to the maximum below) whose
           Compensation (as defined in this section) for the Year exceeds 50
           percent of the dollar limitation under Code Section 415(b)(1)(A),

     (b)   one of the ten Employees who owns (or is considered to own, under
           Code Section 318) more than a half percent ownership interest and one
           of the largest interests in the Employer during any Year of the
           determination period if such person's Compensation (as defined in
           this section) for the Year exceeds the dollar limitation under Code
           Section 415(c)(1)(A),

     (c)   a five-percent owner of the Employer, or

     (d)   a one-percent owner of the Employer whose Compensation (as defined in
           this section) for the Year is more than $150,000.

     Each member of the Controlled Group shall be treated as a separate employer
     for purposes of determining ownership in the Employer.

     The determination period is the Year containing the Determination Date and
     the four preceding Years. If the Employer has fewer than 30 Employees, no
     more than three Employees shall be treated as Key Employees because they
     are officers. If the Employer has between 30 and 500 Employees, no more
     than ten percent of the Employer's Employees

                                        76
<PAGE>   95

     (if not an integer, increased to the next integer) shall be treated as Key
     Employees because they are officers. In no event will more than 50
     Employees be treated as Key Employees because they are officers if the
     Employer has 500 or more Employees. The number of Employees for any Plan
     Year is the greatest number of Employees during the determination period.
     Officers who are employees described in Code Section 414(q)(8) shall be
     excluded. If the Employer has more than the maximum number of officers to
     be treated as Key Employees, the officers shall be ranked by amount of
     annual Compensation (as defined in this section), and those with the
     greater amount of annual Compensation during the determination period shall
     be treated as Key Employees. To determine the ten Employees owning the
     largest interests in the Employer, if more than one Employee has the same
     ownership interest, the Employee(s) having the greater annual Compensation
     shall be treated as owning the larger interest(s). The determination of who
     is a Key Employee shall be made according to Code Section 416(i)(1) and the
     regulations thereunder.

     Non-key Employee means a person who is a non-key employee within the
     meaning of Code Section 416 and regulations thereunder.

     Present Value means the present value of a participant's accrued benefit
     under a defined benefit plan as of his normal retirement age (attained age
     if later) or, if the plan provides non-proportional subsidies, the age at
     which the benefit is most valuable. The accrued benefit of any Employee
     (other than a Key Employee) shall be determined under the method which is
     used for accrual purposes for all plans of the Employer or if there is no
     one method which is used for accrual purposes for all plans of the
     Employer, as if such benefit accrued not more rapidly than the slowest
     accrual rate permitted under Code Section 411(b)(1)(C). For purposes of
     establishing Present Value, any benefit shall be discounted only for 7.5%
     interest and mortality according to the 1971 Group Annuity Table (Male)
     without the 7% margin but with projection by Scale E from 1971 to the later
     of (a) 1974, or (b) the year determined by adding the age to 1920, and
     wherein for females the male age six years younger is used. If the Present
     Value of accrued benefits is determined for a participant under more than
     one defined benefit plan included in the Aggregation Group, all such plans
     shall use the same actuarial assumptions to determine the Present Value.

     Top-heavy Plan means a plan which is a top-heavy plan for any plan year
     beginning after December 31, 1983. This Plan shall be a Top-heavy Plan if

     (a)   the Top-heavy Ratio for this Plan alone exceeds 60 percent and this
           Plan is not part of any required Aggregation Group or permissive
           Aggregation Group.

                                        77
<PAGE>   96

     (b)   this Plan is a part of a required Aggregation Group, but not part of
           a permissive Aggregation Group, and the Top-heavy Ratio for the
           required Aggregation Group exceeds 60 percent.

     (c)   this Plan is a part of a required Aggregation Group and part of a
           permissive Aggregation Group and the Top-heavy Ratio for the
           permissive Aggregation Group exceeds 60 percent.

     Top-heavy Ratio means the ratio calculated below for this Plan or for the
     Aggregation Group.

     (a)   If the Employer maintains one or more defined contribution plans
           (including any simplified employee pension plan) and the Employer has
           not maintained any defined benefit plan which during the five-year
           period ending on the determination date has or has had accrued
           benefits, the Top-heavy Ratio for this Plan alone or for the required
           or permissive Aggregation Group as appropriate is a fraction, the
           numerator of which is the sum of the account balances of all Key
           Employees as of the determination date and the denominator of which
           is the sum of all account balances of all employees as of the
           determination date. Both the numerator and denominator of the
           Top-heavy Ratio are adjusted for any distribution of an account
           balance (including those made from terminated plan(s) of the Employer
           which would have been part of the required Aggregation Group had such
           plan(s) not been terminated) made in the five-year period ending on
           the determination date. Both the numerator and denominator of the
           Top-heavy Ratio are increased to reflect any contribution not
           actually made as of the Determination Date, but which is required to
           be taken into account on that date under Code Section 416 and the
           regulations thereunder.

     (b)   If the Employer maintains one or more defined contribution plans
           (including any simplified employee pension plan) and the Employer
           maintains or has maintained one or more defined benefit plans which
           during the five-year period ending on the determination date has or
           has had accrued benefits, the Top-heavy Ratio for any required or
           permissive Aggregation Group as appropriate is a fraction, the
           numerator of which is the sum of the account balances under the
           defined contribution plan(s) of all Key Employees and the Present
           Value of accrued benefits under the defined benefit plan(s) for all
           Key Employees, and the denominator of which is the sum of the account
           balances under the defined contribution plan(s) for all employees and
           the Present Value of accrued benefits under the defined benefit plans
           for all employees. Both the numerator and denominator of the Top-
           heavy Ratio are adjusted for any distribution of an account balance
           or an accrued benefit (including those made from terminated plan(s)
           of the Employer which would have been part of the required

                                        78
<PAGE>   97

       Aggregation Group had such plan(s) not been terminated) made in the
       five-year period ending on the determination date.

     (c)   For purposes of (a) and (b) above, the value of account balances and
           the Present Value of accrued benefits will be determined as of the
           most recent valuation date that falls within or ends with the
           12-month period ending on the determination date, except as provided
           in Code Section 416 and the regulations thereunder for the first and
           second plan years of a defined benefit plan. The account balances and
           accrued benefits of an employee who is not a Key Employee but who was
           a Key Employee in a prior year will be disregarded. The calculation
           of the Top-heavy Ratio and the extent to which distributions,
           rollovers and transfers during the five-year period ending on the
           determination date are to be taken into account, shall be determined
           according to the provisions of Code Section 416 and regulations
           thereunder. The account balances and accrued benefits of an
           individual who has performed no service for the Employer during the
           five-year period ending on the determination date shall be excluded
           from the Top-heavy Ratio until the time the individual again performs
           service for the Employer. Deductible employee contributions will not
           be taken into account for purposes of computing the Top-heavy Ratio.
           When aggregating plans, the value of account balances and accrued
           benefits will be calculated with reference to the determination dates
           that fall within the same calendar year.

     Account, as used in this definition, means the value of an employee's
     account under one of the Employer's retirement plans on the latest
     valuation date. In the case of a money purchase plan or target benefit
     plan, such value shall be adjusted to include any contributions made for or
     by the employee after the valuation date and on or before such
     determination date or due to be made as of such determination date but not
     vet forwarded to the insurer or trustee. In the case of a profit sharing
     plan, such value shall be adjusted to include any contributions made for or
     by the employee after the valuation date and on or before such
     determination date. During the first Year of any profit sharing plan such
     adjustment in value shall include contributions made after such
     determination date that are allocated as of a date in such Year. The
     nondeductible employee contributions which an employee makes under a
     defined benefit plan of the Employer shall be treated as if they were
     contributions under a separate defined contribution plan.

     Valuation Date means, as to this Plan, the last day of the last calendar
     month ending in a Year.

     Year means the Plan Year unless another year is specified by the Employer
     in a separate written resolution in accordance with regulations issued by
     the Secretary of the Treasury or his delegate.

                                        79
<PAGE>   98

SECTION 10.03. -- MODIFICATION OF VESTING REQUIREMENTS.

     If a Participant's Vesting Percentage determined under Article I is not at
least as great as his Vesting Percentage would be if it were determined under a
schedule permitted in Code Section 416, the following shall apply. During any
Year in which the Plan is a Top-heavy Plan, the Participant's Vesting Percentage
shall be the greater of the Vesting Percentage determined under Article I or the
schedule below.

<TABLE>
<CAPTION>
VESTING SERVICE         NONFORFEITABLE
 (WHOLE YEARS)            PERCENTAGE
---------------         --------------
<S>                     <C>
  Less than 2                  0
       2                      20
       3                      40
       4                      60
       5                      80
   6 or more                 100
</TABLE>

     The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to all of the Participant's Account
resulting from Employer Contributions, including Contributions the Employer
makes before the TEFRA Compliance Date or when the Plan is not a Top-heavy Plan.

     If, in a later Year, this Plan is not a Top-heavy Plan, a Participant's
Vesting Percentage shall be determined under Article I. A Participant's Vesting
Percentage determined under either Article I or the schedule above shall never
be reduced and the election procedures of the AMENDMENTS SECTION of Article IX
shall apply when changing to or from the schedule as though the automatic change
were the result of an amendment.

     The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
Article X shall not be forfeited because of a period of reemployment after
benefit payments have begun.

                                        80
<PAGE>   99

SECTION 10.04. -- MODIFICATION OF CONTRIBUTIONS.

     For any Plan Year in which the Plan is top-heavy, only the first $200,000
(multiplied by the Adjustment Factor) of a Participant's annual compensation
shall be taken into account for purposes of determining Employer Contributions
under the Plan. For any Plan Year beginning after December 31, 1988, in
determining the Compensation, as defined in this article, of a Participant for
purposes of this limitation, the rules of Code Section 414(q)(6) shall apply,
except that in applying such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of the Participant who have
not attained age 19 before the close of the Plan Year. If as a result of the
application of such rules the adjusted $200,000 limitation is exceeded, then the
limitation shall be prorated among the affected individuals in proportion to
each such individual's Compensation as determined under the definition in this
article prior to the application of this limitation.

     During any Year in which this Plan is a Top-heavy Plan, the Employer shall
make a minimum contribution or allocation on the last day of the Year for each
person who is an Employee on that day and who either was or could have been an
Active Participant during the Year. An Employee is not required to have a
minimum number of hours-of-service or minimum amount of Compensation, or to have
had any Elective Deferral Contributions made for him in order to be entitled to
this minimum. The minimum contribution or allocation for such person shall be
equal to the lesser of (a) or (b) below:

     (a)   Three percent of such person's Compensation (as defined in this
           article).

     (b)   The "highest percentage" of Compensation (as defined in this article)
           for such Year at which the Employer's contributions are made for or
           allocated to any Key Employee. The highest percentage shall be
           determined by dividing the Employer Contributions made for or
           allocated to each Key Employee during such Year by the amount of his
           Compensation (as defined in this article), which is not more than the
           maximum set out above, and selecting the greatest quotient (expressed
           as a percentage). To determine the highest percentage, all of the
           Employer's defined contribution plans within the Aggregation Group
           shall be treated as one plan. The provisions of this paragraph shall
           not apply if this Plan and a defined benefit plan of the Employer are
           required to be included in the Aggregation Group and this Plan
           enables the defined benefit plan to meet the requirements of Code
           Section 401(a)(4) or Code Section 410.

     If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution or allocation shall be required. If the Employer's
contributions and allocations are less than the minimum above and

                                        81
<PAGE>   100

Employer Contributions under this Plan are allocated to Participants, Employer
Contributions (other than Elective Deferral Contributions) shall be reallocated
to provide the minimum. The remaining Contributions shall be allocated as
provided in the preceding articles of this Plan. If the Employer's total
contributions and allocations are less than the minimum above and Employer
Contributions under this Plan are not allocated, the Employer shall contribute
the difference for the Year.

     The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggregate which are Top-heavy Plans. If an
additional contribution or allocation is required to meet the minimum above, it
shall be provided in this Plan.

     A minimum allocation under a profit sharing plan shall be made without
regard to whether or not the Employer has profits.

     If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Year, the minimum benefits for him
shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis of the lesser of (c)
two percent of his average pay multiplied by his years of service or (d) twenty
percent of his average pay. Average pay and years of service shall have the
meaning set forth is such defined benefit plan for this purpose.

     For purposes of this section, any employer contribution made according to a
salary reduction or similar arrangement shall not apply before the first Yearly
Date in 1985. On and after the first Yearly Date in 1989, any such employer
contributions and employer contributions which are matching contributions, as
defined in Code Section 401(m), shall not apply in determining if the minimum
contribution requirement has been met, but shall apply in determining the
minimum contribution required. Forfeitures credited to a Participant's Account
are treated as employer contributions.

     The requirements of this section shall be met without regard to
contributions under Chapter 2 of the Code (relating to tax on self-employment),
Chapter 21 of the Code (relating to Federal Insurance Contributions Act), Title
II of the Social Security Act or any other Federal or state law.

                                        82
<PAGE>   101

SECTION 10.05. -- MODIFICATION OF CONTRIBUTION LIMITATION.

     If the provisions of subsection (e) of the CONTRIBUTION LIMITATION SECTION
of Article III are applicable for any Limitation Year during which this Plan is
a Top-heavy Plan, the benefit limitations shall be modified. The definitions of
Defined Benefit Plan Fraction and Defined Contribution Plan Fraction in the
CONTRIBUTION LIMITATION SECTION of Article III shall be modified by substituting
"1.0" in lieu of "1.25." The optional denominator for determining the Defined
Contribution Plan Fraction shall be modified by substituting '$41,500" in lieu
of "$51,875." In addition, an adjustment shall be made to the numerator of the
Defined Contribution Plan Fraction. The adjustment is a reduction of that
numerator similar to the modification of the Defined Contribution Plan Fraction
described in the CONTRIBUTION LIMITATION SECTION of Article III, and shall be
made with respect to the last Plan Year beginning before January 1, 1984.

     The modifications in the paragraph above shall not apply with respect to a
Participant so long as employer contributions, forfeitures or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

     The modification of the benefit limitation shall not apply if both of the
following requirements are met:

     (a)   This Plan would not be a Top-heavy Plan if "90 percent" were
           substituted for "60 percent" in the definition of Top-heavy Plan.

     (b)   A Non-key Employee who is not covered under a defined contribution
           plan of the Employer, accrues a minimum benefit on, or adjusted to, a
           straight life basis equal to the lesser of (a) 20 percent of his
           average pay or (b) two percent of his average pay multiplied by his
           years of service, increased by one percentage point for each year
           (not to exceed ten in the case of (a)) earned while the benefit
           limitation is to be modified as described above.

        The account of a Non-key Employee who is covered under only one or more
        defined contribution plans of the Employer, is credited with a minimum
        employer contribution or allocation under such plan(s) equal to four
        percent of the person's Compensation for each year in which the plan is
        a Top-heavy Plan.

                                        83
<PAGE>   102

        If a Non-key Employee is covered under both defined contribution and
        defined benefit plans of the Employer,

        (1)   a minimum accrued benefit for such person equal to the amount
              determined above for a person who is not covered under a defined
              contribution plan is accrued in the defined benefit plan(s) or

        (2)   a minimum contribution or allocation equal to 7.5 percent of the
              person's Compensation for a Year in which the plans are Top-heavy
              Plans will be credited to his account under the defined
              contribution plans.

                                        84
<PAGE>   103

     By executing this Plan, the Primary Employer acknowledges having counseled
to the extent necessary with selected legal and tax advisors regarding the
Plan's legal and tax implications.

     Executed this 2nd day of April, 1992

                                             SKANDIA AMERICA REINSURANCE
                                             CORPORATION

                                             By: /s/  S.J.B
                                               ---------------------------------
                                                 Steven J. Bensinger
                                                 Title: President and Chief
                                                 Operating Officer

     ACKNOWLEDGED as SKANDIA EMPLOYEE BENEFIT ADMINISTRATIVE COMMITTEE this 2nd
day of April, 1992.

<TABLE>
<C>                                                           <S>
                                                              /s/ FRED K. ELLIS
                                                              ---------------------------------------
                                                              Fred K. Ellis

                                                              /s/ JOHN LUCADAMO
                                                              ---------------------------------------
                                                              John Lucadamo

                                                              /s/ THOMAS M. TOBIN
                                                              ---------------------------------------
                                                              Thomas M. Tobin
</TABLE>

                                        85