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                                                                    EXHIBIT 10.3

                                 LAWSON SOFTWARE


                          EMPLOYEE STOCK OWNERSHIP PLAN


                               (1999 RESTATEMENT)






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                                 LAWSON SOFTWARE
                          EMPLOYEE STOCK OWNERSHIP PLAN
                               (1999 RESTATEMENT)

                                TABLE OF CONTENTS

<TABLE>
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                                                                         Page
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<S>     <C>                <C>                                           <C>
ARTICLE 1 ESTABLISHMENT AND PURPOSE OF THE PLAN............................1
         Section 1.1       Employee Stock Ownership Plan...................1
         Section 1.2       Principal Purpose of the Plan...................1
         Section 1.3       Exclusive Benefit...............................1

ARTICLE 2 DEFINITIONS......................................................1
         Section 2.1       Aggregate Account or Combined Account...........1
         Section 2.2       Administrator; Plan Administrator...............2
         Section 2.3       Affiliated Employer; Affiliate..................2
         Section 2.4       Allocation Date.................................2
         Section 2.5       Anniversary Date................................2
         Section 2.6       Annual Addition.................................2
         Section 2.7       Beneficiary or Beneficiaries....................3
         Section 2.8       Code............................................3
         Section 2.9       Committee.......................................3
         Section 2.10      Compensation....................................3
         Section 2.11      Disability......................................5
         Section 2.12      Eligible Employee...............................5
         Section 2.13      Employee........................................6
         Section 2.14      Employer........................................6
         Section 2.15      Entry Date......................................6
         Section 2.16      ERISA...........................................6
         Section 2.17      Fair Market Value...............................6
         Section 2.18      415 Compensation................................6
         Section 2.19      Highly Compensated Employee.....................7
         Section 2.20      Highly Compensated Former Employee..............8
         Section 2.21      Highly Compensated Participant..................8
         Section 2.22      Hours of Service................................8
         Section 2.23      Key Employee....................................9
         Section 2.24      Leased Employee................................10
         Section 2.25      Limitation Year................................11
         Section 2.26      Maximum Permissible Amount.....................11
         Section 2.27      Non-highly Compensated Employee................11
         Section 2.28      Non-Key Employee...............................11
         Section 2.29      Normal Retirement Age..........................11
         Section 2.30      Normal Retirement Date.........................11
         Section 2.31      1-Year Break in Service........................11
         Section 2.32      Participant....................................12
</TABLE>

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<TABLE>


<S>                        <C>                                                        <C>
         Section 2.33      Plan.......................................................12
         Section 2.34      Plan Year..................................................12
         Section 2.35      Retired Participant........................................12
         Section 2.36      Retirement.................................................12
         Section 2.37      Retirement Date............................................12
         Section 2.38      Stock......................................................12
         Section 2.39      Super Top Heavy Plan.......................................12
         Section 2.40      Terminated Participant.....................................12
         Section 2.41      Top Heavy Plan.............................................12
         Section 2.42      Top Heavy Plan Year........................................12
         Section 2.43      Top Paid Group.............................................13
         Section 2.44      Trustee....................................................13
         Section 2.45      Trust Agreement............................................13
         Section 2.46      Trust Fund.................................................13
         Section 2.47      Unallocated Stock Account..................................13
         Section 2.48      Vested.....................................................14
         Section 2.49      Year of Service............................................14
         Section 2.50      Gender and Number..........................................14

ARTICLE 3 ELIGIBILITY TO PARTICIPATE..................................................14
         Section 3.1       Conditions of Eligibility..................................14
         Section 3.2       Effective Date of Participation............................15
         Section 3.3       Determination of Eligibility...............................15
         Section 3.4       Termination of Eligibility.................................15
         Section 3.5       Omission of Eligible Employee..............................15
         Section 3.6       Inclusion of Ineligible Employee...........................16

ARTICLE 4 CONTRIBUTIONS...............................................................16
         Section 4.1       Contributions In General...................................16
         Section 4.2       Time and Form of Making Employer Contribution..............16
         Section 4.3       Employee Contributions Prohibited..........................16

ARTICLE 5 ALLOCATION OF EMPLOYER CONTRIBUTIONS........................................16
         Section 5.1       Allocation and Accrual Rules...............................16
         Section 5.2       Restrictions on Annual Additions...........................17
               (a)  Maximum Amount - Differing Allocation Dates.......................17
               (b)  Maximum Amount - Coinciding Allocation Dates......................18
               (c)  Reduction of Annual Addition......................................18
               (d)  Effect of Reduction...............................................19
               (e)  Limiting Contributions to Suspense Account........................19
               (f)  Limitation if Defined Benefit Plan................................19
         Section 5.3       Credit to Accounts.........................................19
         Section 5.4       Special Limitations on Allocation of Stock to
                           Participants Making Section 1042 Elections.................20

ARTICLE 6 INVESTMENT AND ADJUSTMENT OF ACCOUNTS.......................................21
         Section 6.1       Investment of Accounts.....................................21
         Section 6.2       Acquisition of Stock for Stock Accounts....................22
         Section 6.3       Authority of Trustee to Borrow.............................22
         Section 6.4       Release of Shares from the Unallocated Stock Account.......22
         Section 6.5       Application of Funds.......................................24
         Section 6.6       Adjustment of Accounts.....................................24
</TABLE>

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<TABLE>


<S>                        <C>                                                        <C>
         Section 6.7       Voting of Stock............................................25
         Section 6.8       Forfeitures................................................26
         Section 6.9       Sales of Stock.............................................26
         Section 6.10      Tender or Exchange Offers Regarding Stock..................27

ARTICLE 7 DISTRIBUTION OF BENEFITS....................................................28
         Section 7.1       Benefits Payable...........................................28
         Section 7.2       Mode of Paring Benefits....................................28
         Section 7.3       Normal Retirement..........................................30
         Section 7.4       Death......................................................30
         Section 7.5       Disability.................................................32
         Section 7.6       Resignation or Discharge...................................32
         Section 7.7       Termination of the Plan....................................34
         Section 7.8       Claims Procedure...........................................34
         Section 7.9       Period of Limitations for Lawsuits.........................35
         Section 7.10      Missing Persons............................................35
         Section 7.11      Diversification............................................36
         Section 7.12      Dividend Distributions.....................................36
         Section 7.13      Direct Rollovers...........................................37

ARTICLE 8 ADMINISTRATION..............................................................40
         Section 8.1       Administrator..............................................40
         Section 8.2       Delegation.................................................40
         Section 8.3       Committee..................................................40
         Section 8.4       Reports and Records........................................41
         Section 8.5       Payment of Expenses........................................41
         Section 8.6       Indemnification............................................41

ARTICLE 9 AMENDMENT AND TERMINATION OF PLAN...........................................41
         Section 9.1       Amendments.................................................41
         Section 9.2       Termination of Plan........................................42
         Section 9.3       Time of Termination........................................42
         Section 9.4       Distributions..............................................42
         Section 9.5       Partial Termination........................................43

ARTICLE 10 MISCELLANEOUS..............................................................43
         Section 10.1      No Guaranty of Employment..................................43
         Section 10.2      Construction of Agreement..................................43
         Section 10.3      Spendthrift Provision......................................44
         Section 10.4      Qualified Domestic Relations Orders........................44
         Section 10.5      Headings...................................................44
         Section 10.6      Limitation on Employer's and Trustee's Liability...........44
         Section 10.7      Return of Contributions....................................44
         Section 10.8      Merger.....................................................45
         Section 10.9      Certain Offsets Permitted..................................45
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<TABLE>

<S>                        <C>                                                       <C>
ARTICLE 11 AGREEMENT TO PURCHASE STOCK................................................45
         Section 11.1      Stock Subject to this Article..............................45
         Section 11.2      Non-Terminable Provisions..................................46
         Section 11.3      Right of First Refusal.....................................47
         Section 11.4      Nonlapse...................................................48

ARTICLE 12 TOP HEAVY PLAN PROVISIONS..................................................48
         Section 12.1      Special Definitions........................................49
         Section 12.2      Minimum Allocation.........................................50
         Section 12.3      Vested Account Balance.....................................52
         Section 12.4      Limitation on Benefits.....................................52

ARTICLE 13 PARTICIPATION BY AFFILIATES................................................53
         Section 13.1      In General.................................................53
         Section 13.2      Adoption...................................................53
         Section 13.3      Administration.............................................53
         Section 13.4      Amendment..................................................53
         Section 13.5      Termination or Withdrawal..................................54
         Section 13.6      Application of Terms of the Plan...........................54
         Section 13.7      Interpretation.............................................55
</TABLE>


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                                 LAWSON SOFTWARE
                          EMPLOYEE STOCK OWNERSHIP PLAN
                               (1999 RESTATEMENT)


                                   ARTICLE 1
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

         SECTION 1.1 EMPLOYEE STOCK OWNERSHIP PLAN. Lawson Associates, Inc., a
corporation organized and existing under the laws of the State of Minnesota,
hereby amends and completely restates an employee stock ownership plan as
defined in Section 4975(e)(7) of the Code, under the name Lawson Software
Employee Stock Ownership Plan ("Plan"). The Plan was established with a general
effective date of June 1, 1993. This 1999 Restatement is dated as of the date
specified on the last page, and is generally effective, except as specifically
otherwise provided, on June 1, 1999. The Plan is intended to meet the
requirements of Section 401(a) of the Code. The Plan is a stock bonus plan, it
is designed to invest primarily in Stock, and it is intended to be an employee
stock ownership plan within the meaning of Section 4975(e)(7) of the Code.

         SECTION 1.2 PRINCIPAL PURPOSE OF THE PLAN. The principal purpose of the
Plan is to provide each Eligible Employee with an equity interest in Stock
financed by contributions made by the Employer and thereby to promote in the
Eligible Employees a strong interest in the successful operation of the
Employer, loyalty to the Employer, and increased productivity in their work.

         SECTION 1.3 EXCLUSIVE BENEFIT. In no event shall any part of the
principal or income held under the Plan be paid to or become vested in the
Employer, or be used for any purpose whatsoever other than for the exclusive
benefit of Participants and their Beneficiaries and the defraying of the
reasonable expenses of the Plan, except as specifically provided herein to the
contrary.

                                    ARTICLE 2
                                   DEFINITIONS

         Whenever used in the Plan or in the Trust Agreement, the following
terms shall have the respective meanings set forth below, unless the context
clearly requires otherwise, and when the defined meaning is intended, the term
is capitalized:

         SECTION 2.1 AGGREGATE ACCOUNT OR COMBINED ACCOUNT.

                  (a) The combined Stock Account and General Investments Account
         credited to an individual. The Stock Account means the record of the
         total shares of Stock credited to an individual under the Plan. The
         General Investments Account means the record of the non-Stock amounts
         credited to an individual under the Plan. A separate Stock Account and
         General Investments Account shall be maintained for each Participant.

<PAGE>   7


                  (b) Any Participant who has forfeited a portion of his or her
         Account, subsequently becomes eligible to share in Employer
         contributions, and has not received a complete distribution of his or
         her Account, shall have a separate Account for each subsequent period
         of eligibility for as long as s/he does not have a 100% nonforfeitable
         interest in all Accounts.

                  (c) The Employer, in its discretion, may establish additional
         separate Accounts or combine similar Accounts, and may maintain
         separate accounts for Stock allocated at different times where the
         rules applicable to Stock from each period may be different.

         SECTION 2.2 ADMINISTRATOR; PLAN ADMINISTRATOR. The person or entity so
designated by the Employer pursuant to Sections 8.1 and 8.2 to administer the
Plan.

         SECTION 2.3 AFFILIATED EMPLOYER; AFFILIATE. Any corporation which is a
member of a controlled group of corporations which includes the Employer; any
trade or business (whether or not incorporated) which is under common control
with the Employer; any organization (whether or not incorporated) which is a
member of an affiliated service group which includes the Employer; and any other
entity required to be aggregated with the Employer pursuant to IRS regulations
under Code Section 414(o).

         SECTION 2.4 ALLOCATION DATE. The date with respect to which all or a
portion of Employer contributions are allocated to Accounts.

         SECTION 2.5 ANNIVERSARY DATE. May 31 of each Plan Year.

         SECTION 2.6 ANNUAL ADDITION.

                  (a) With respect to each Participant, the sum for the
         Limitation Year, of the following amounts allocated to his or her
         accounts in all qualified defined contribution plans: (i) all
         contributions by the Employer or any Affiliate; (ii) all forfeitures;
         (iii) the Participant's after-tax contributions, if permitted, and (iv)
         allocations under a simplified employee pension by the Employer or any
         Affiliate. Notwithstanding the foregoing, for any Limitation Year when
         Employer contributions are used to repay a Stock acquisition loan or
         loans, the amount of Annual Additions attributable to such Employer
         contributions shall be the lesser of the fair market value of Stock
         released pursuant to Section 6.4 as a result of such loan payments or
         the amount that would otherwise be counted as Annual Additions with
         respect to such contributions under this Section (including subsection
         2.6(a)) without regard to this sentence.

                  (b) Annual Additions for a Limitation Year also include
         amounts allocated to the Unallocated Stock Account pursuant to Section
         5.2 used to reduce contributions for such Limitation Year. Amounts
         allocated to an individual medical account, as defined in Code Section
         415(1)(2), which is a part of a qualified pension or annuity plan
         maintained by an Affiliate, are treated as Annual Additions to a
         defined contribution plan. Also, amounts derived from contributions
         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),


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<PAGE>   8


         maintained by an Affiliate, are treated as Annual Additions to a
         defined contribution plan.

                  (c) If, for any Limitation Year, no more than one-third (1/3)
         of the Employer or Affiliate contributions to the plan are allocated to
         Highly Compensated Employees, then for such Limitation Year,
         allocations of (i) forfeitures of Stock, if such Stock was acquired
         with the proceeds of a loan described in Section 6.3, or (ii) Affiliate
         contributions which are used to pay interest on the loan and are
         deductible under Code Section 404(a)(9)(B) and charged (directly or
         indirectly) against a Participant's Account shall not be treated as
         Annual Additions.

         SECTION 2.7 BENEFICIARY OR BENEFICIARIES. Such person or persons who
shall be entitled to receive a distribution from the Trust in the event of the
death of a Participant.

         SECTION 2.8 CODE. The Internal Revenue Code of 1986, as amended from
time to time.

         SECTION 2.9 COMMITTEE. The administrative committee which the Employer
may establish under the provisions of Article VIII of the Plan.

         SECTION 2.10 COMPENSATION.

                  (a) Wages as defined in Section 3401 (a) of the Code, but
         determined without reference to any rules that limit the remuneration
         included in wages based on the nature or location of the employment or
         the services performed.

                  (b) Compensation shall include amounts which are contributed
         by the Employer pursuant to a salary reduction agreement and which are
         not includible in the gross income of the Participant under Code
         Section 125, 402(a)(8), 402(h), 403(b) or 457, and Employee
         contributions described in Code Section 414(h)(2) that are treated as
         Employer contributions.

                  (c) The determination of Compensation shall be made by
         excluding:

                           (i) Contributions made by the Employer to a plan or
                  plans of deferred compensation, to the extent that, before the
                  application of the Code section 415 limitations to that plan,
                  the contributions are not includible in the gross income of
                  the Employee for the taxable year in which contributed.
                  Additionally, distributions from a plan of deferred
                  compensation (including this Plan) are not considered as
                  Compensation for purposes of this Plan (or for purposes of
                  Code section 415), regardless of whether such amounts are
                  includible in the gross income of the Employee when
                  distributed; and

                           (ii) Amounts realized from the exercise of
                  nonqualified stock options, or when restricted stock or other
                  property held by an Employee either becomes freely
                  transferable or is no longer subject to a substantial risk of
                  forfeiture; and


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

                           (iv) Other amounts which receive special tax
                  benefits, such as premiums for group-term life insurance (but
                  only to the extent that the premiums are not includible in the
                  gross income of the Employee).

                  (d) For a Participant's initial year of participation,
         Compensation shall be recognized as of such Employee's effective date
         of participation pursuant to Section 3.2.

                  (e) Compensation in excess of $200,000 for all periods prior
         to July 1, 1994, shall be disregarded. Such amount shall be adjusted at
         the same time and in such manner as permitted under Code Section
         415(d), except that the dollar increase in effect on January 1 of any
         calendar year shall be effective for the Plan Year beginning with or
         within such calendar year. For any short Plan Year the Compensation
         limit shall be an amount equal to the Compensation limit for the
         calendar year in which the Plan Year begins multiplied by the ratio
         obtained by dividing the number of full months in the short Plan Year
         by twelve (12). In applying this limitation, the family group of a
         Highly Compensated Participant who was subject to the family member
         aggregation rules of Code Section 414(q)(6) because such Participant
         was either a Five Percent Owner of the Employer or one of the ten (10)
         Highly Compensated Employees paid the greatest 415 Compensation during
         the year, shall be treated as a single Participant, except that for
         this purpose family members shall include only the affected
         Participant's spouse and any lineal descendants who have not attained
         age nineteen (19) before the close of the year. If, as a result of the
         application of such rules the adjusted limitation is exceeded, then the
         limitation shall be prorated among the affected family members in
         proportion to each such family member's Compensation prior to the
         application of this limitation, or the limitation shall be adjusted in
         accordance with any other method permitted by Regulation.

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

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


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<PAGE>   10



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

                  (g) For purposes of this Section, if the Plan is a plan
         described in Code Section 413(c) or 414(f)(a plan maintained by more
         than one Employer), the $150,000 ($200,000 for periods prior to January
         1, 1994) limitation applies separately with respect to the Compensation
         of any Participant from each Employer maintaining the Plan.

                  (h) If, in connection with the adoption of this 1999
         Restatement, the definition of Compensation has been modified, then,
         for Plan Years prior to the Plan Year which includes the adoption date
         of this 1999 Restatement, Compensation means compensation determined
         pursuant to the Plan as then in effect.

                  (i) It is specifically intended that the definition of
         Compensation used in this Plan satisfies the safe harbor definition of
         Compensation for purposes of Code Section 414(s) as contained in
         sections 1.414(s)-1(c)(2) and 1.415-2(d)(11) of the income tax
         regulations.

         SECTION 2.11 DISABILITY. A physical or mental condition of a
Participant resulting from bodily injury, disease or mental disorder which
renders him or her incapable of continuing his or her usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Plan Administrator. The
determination shall be applied uniformly to all Participants.

         SECTION 2.12 ELIGIBLE EMPLOYEE. Any Employee other than:

                  (a) Employees of Affiliated Employers, unless such Affiliated
         Employer has specifically adopted this Plan in writing;

                  (b) Employees who are Leased Employees within the meaning of
         Code Sections 414(n)(2) and 414(o)(2);

                  (c) Employees whose employment is governed by the terms of a
         collective bargaining agreement between employee representatives and
         the Employer under which retirement benefits were the subject of good
         faith bargaining between the parties, unless such agreement expressly
         provides for coverage under this Plan;

                  (d) Employees who are nonresident aliens and who receive no
         earned income within the meaning of Code Section 911(d)(2) from the
         Employer which constitutes income from sources within the United
         States; or

                  (e) Employees seconded to permanent positions outside the
         United States. An Employee whose secondment ceases to be temporary will
         become ineligible to participate


                                       5
<PAGE>   11


         in this Plan effective upon the date of his or her permanent secondment
         outside the United States.

         SECTION 2.13 EMPLOYEE. Any person who is employed by the Employer or by
an Affiliated Employer, but does not include any person who works as an
independent contractor. A Leased Employee will be considered to be an Employee
unless such Leased Employee is covered by a plan described in Code Section
414(n)(5) and such Leased Employees in the aggregate do not constitute more than
20% of the recipient's non-highly compensated work force. Notwithstanding the
foregoing, a person whose classification is changed (such as from independent
contractor to Employee) for purposes of income, employment or other taxes, shall
not, because of such classification change, become eligible to participate in
this Plan.

         SECTION 2.14 EMPLOYER. Lawson Associates, Inc. and any other
Participating Employer which shall adopt this Plan; and any successor which
shall maintain this Plan.

         SECTION 2.15 ENTRY DATE. The first day of each calendar month.

         SECTION 2.16 ERISA. The Employee Retirement Income Security Act of
1974, as amended.

         SECTION 2.17 FAIR MARKET VALUE. As of any date, the Fair Market Value
of Stock shall be the amount determined by the Administrator in good faith and
based on all relevant factors for determining the fair market value of such
Stock. With respect to Stock not readily tradable on an established securities
market, the Administrator shall retain the services of an outside independent
appraiser to determine the fair market value of the Stock as of any date or
dates as the Administrator shall specify, and the value so determined shall be
declared to be the Fair Market Value of such Stock on said date. For
transactions with persons who are not disqualified persons (within the meaning
of Code Section 4975(e)(2)) such value shall be used for all of such
transactions until a new Fair Market Value has been determined by the Plan
Administrator. For transactions with persons who are disqualified persons, the
Fair Market Value shall be determined as of the date of the transaction. The
Trustee may disregard the determination of Fair Market Value made by the
Administrator and make its own determination of Fair Market Value in applying
any of the provisions of the Plan, but with respect to Stock not readily
tradable on an established securities market such determination shall be made by
an outside independent appraiser selected by the Trustee. If the Trustee makes
its own determination of value, the Trustee shall not be indemnified by the
Employer for any liabilities or losses incurred by the Trustee in connection
with such determination.

         SECTION 2.18 415 COMPENSATION. For purposes of calculating compliance
with the provisions of Code Section 415, a Participant's Compensation as defined
in Section 2.10 shall be used. However, Employee contributions described in Code
Section 414(h)(2) are treated as Employer contributions.


                                       6
<PAGE>   12


         SECTION 2.19 HIGHLY COMPENSATED EMPLOYEE.

                  (a) An Employee described in Code Section 414(q) and the
         regulations thereunder, and generally means an Employee who performed
         services for the Employer during the Determination Year and is in one
         or more of the following groups:

                           (i) Employees who at any time during the
                  Determination Year or Lookback Year were Five Percent Owners
                  as defined in Section 2.23(c).

                           (ii) (I) Employees who received 415 Compensation
                  during the Lookback Year from the Employer in excess of
                  $80,000, and who (II) were in the Top Paid Group of Employees
                  in the Lookback Year. For purposes of this Section, the Top
                  Paid Group consists of the top 20% of the Employees when
                  ranked on the basis of Compensation paid during the Lookback
                  Year.

                  (b) For purposes of this Section, the Determination Year is
         the Plan Year for which testing is being performed, and the Lookback
         Year is the immediately preceding twelve-month period.

                  (c) For purposes of this Section, the determination of 415
         Compensation shall be made by including amounts that might otherwise be
         excluded from a Participant's gross income by reason of the application
         of Code Sections 125, 402(a)(8), 402(h)(1)(B), and, in the case of
         Employer Contributions made pursuant to a salary reduction agreement,
         by including amounts that would otherwise be excluded from a
         Participant's gross income by reason of the application of Code Section
         403(b). Additionally, the dollar threshold amounts specified in
         subsection (a) above shall be adjusted at such time and in such manner
         as is provided in the applicable IRS regulations. In the case of such
         an adjustment, the dollar limits which shall be applied are those for
         the calendar year in which the Lookback Year begins.

                  (d) In determining who is a Highly Compensated Employee,
         Employees who are non-resident aliens and who received no earned income
         (within the meaning of Code Section 911(d)(2)) from the Employer
         constituting United States source income within the meaning of Code
         Section 861(a)(3) shall not be treated as Employees. Additionally, all
         Affiliated Employers shall betaken into account as a single Employer
         and Leased Employees within the meaning of Code Sections 414(n)(2) and
         414(o)(2) shall be considered Employees unless such Leased Employees
         are covered by a plan described in Code Section 414(n)(5) and are not
         covered in any qualified plan maintained by the Employer. The exclusion
         of Leased Employees for this purpose shall be applied on a uniform and
         consistent basis for all of the Employer's retirement plans. Highly
         Compensated Former Employees shall be treated as Highly Compensated
         Employees without regard to whether they performed services during the
         Determination Year.

                  (e) Notwithstanding any other provision of this Plan, the
         family attribution rules previously found in Code Section 414(q)(6)
         have been repealed, and shall not be applied to any determination
         pursuant to subsection 2.19(a)(ii)(I), above.


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<PAGE>   13


         SECTION 2.20 HIGHLY COMPENSATED FORMER EMPLOYEE. A former Employee who
had a separation year prior to the Determination Year and was a Highly
Compensated Employee in the year of separation from service or in any
Determination Year after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received Compensation in excess of $50,000 or was a five percent owner. For
purposes of this Section, Determination Year, 415 Compensation and Five Percent
Owner shall be determined in accordance with Section 2.19. Highly Compensated
Former Employees shall be treated as Highly Compensated Employees. The method
set forth in this Section for determining who is a Highly Compensated Former
Employee shall be applied on a uniform and consistent basis for all purposes for
which the Code Section 414(q) definition is applicable.

         SECTION 2.21 HIGHLY COMPENSATED PARTICIPANT. Any Highly Compensated
Employee who is eligible to participate in the Plan.

         SECTION 2.22 HOURS OF SERVICE.

                  (a) Each hour for which an Employee is paid or entitled to
         payment for the performance of duties for the Employer or an Affiliate.

                  (b) Each hour for which an Employee is paid, or entitled to
         payment by the Employer or an Affiliate on account of a period of time
         during which no duties are performed (irrespective of whether the
         employment relationship has terminated) due to vacation, holiday,
         illness, incapacity (including Disability), layoff, jury duty, military
         duty or leave of absence. No more than 501 Hours of Service shall be
         credited under this paragraph for any single continuous period (whether
         or not such period occurs in a single Computation Year).
         Notwithstanding the foregoing, Hours of Service shall not be credited
         on account of payments made under the plan maintained solely for the
         purpose of complying with applicable workers' compensation,
         unemployment compensation, or disability insurance laws nor shall Hours
         of Service be credited on account of a payment which solely reimburses
         an Employee for medical or medically related expenses incurred by the
         Employee.

                  (c) Each hour for which back pay, irrespective of mitigation
         of damages, is either awarded or agreed to by the Employer or an
         Affiliate and is not otherwise credited herein. These hours shall be
         credited to the Employee for the Computation Year or Years to which the
         award or agreement pertains rather than the Computation Year in which
         the award, agreement or payment is made.

                  (d) Hours required to be credited for any military leave as
         defined in the Uniformed Services Employment and Reemployment Rights
         Act ("USERRA") and Hours required to be credited under the Family and
         Medical Leave Act ("FMLA").

                  (e) For purposes of paragraphs (1), (2), and (3), payments
         shall be deemed to be made by or due from the Employer or an Affiliate
         regardless of whether such payment



                                       8
<PAGE>   14


         is made by or due from the Employer or an Affiliate directly or
         indirectly through, among others, a trust fund or insurer to which the
         Employer or an Affiliate contributes or pays premiums, 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.

                  (f) If an Employee's absence from work begins by reason of a
         maternity or paternity absence described below, the Employee shall be
         deemed credited with the following Hours of Service only for purposes
         of determining whether the Employee has incurred a One-Year Break in
         Service. The hours deemed to be Hours of Service are those which
         otherwise would normally have been credited to such Employee under this
         Section, or if those hours may not be determined, eight Hours of
         Service per normal work day of absence. However, no more than 501 Hours
         of Service shall be credited for any single continuous period during
         the Employee's maternity or paternity absence. The hours shall be
         deemed to be Hours of Service in the Computation Year in which absence
         from work begins if an Employee would be prevented from incurring a
         One-Year Break in Service in such Computation Year solely because the
         period of absence is treated as Hours of Service, or in the immediately
         following Computation Year, if the Employee would not incur a One-Year
         Break in Service in the Computation Year in which the absence begins.
         For purposes of this paragraph, a maternity or paternity absence means
         an absence: (i) by reason of the pregnancy of the Employee; (ii) by
         reason of the birth of a child of the Employee; (iii) by reason of the
         placement of a child with the Employee in connection with the adoption
         of such child by such Employee, or (iv) for purposes of caring for such
         child for a period beginning immediately following such birth or
         placement. However, if the Employee fails to furnish in a timely
         fashion to the Plan Administrator such information as the Plan
         Administrator may reasonably require from time to time to establish
         that the absence from work is for reasons of such pregnancy, birth, or
         placement of a child, such period shall be considered for purposes of
         determining whether the Employee has incurred a One-Year Break in
         Service.

                  (g) To the extent not otherwise provided herein, in computing
         Hours of Service, the rules contained in paragraphs (b) and (c) of
         Labor Regulation Section 2530.200b-2 are incorporated herein by
         reference.

                  (h) Hours of Service shall be determined by the Plan
         Administrator from the records determined by it to accurately reflect
         this information.

                  (i) For purposes of computing Hours of Service, credit shall
         not be given with respect to service with predecessor entities of an
         Affiliate prior to the date it became an Affiliate, except that credit
         shall be given for all periods for which credit is required to be given
         pursuant to Section 414 of the Code. The Plan Administrator may,
         however, in accordance with uniform rules, determine that additional
         credit shall be given with respect to one or more predecessor or
         affiliated entities.

         SECTION 2.23 KEY EMPLOYEE. Generally, any Employee or former Employee
(as well as each of his Beneficiaries) is considered a Key Employee if s/he, at
any time during the Plan Year


                                       9
<PAGE>   15


that contains the Determination Date or any of the preceding four (4) Plan
Years, has been included in one of the following categories:

                  (a) an officer of the Employer (as that term is defined within
         the meaning of the Regulations under Code Section 416) having annual
         Compensation greater than 50 percent of the amount in effect under Code
         Section 415(b)(1)(A) for any such Plan Year.

                  (b) one of the ten employees having annual Compensation from
         the Employer for a Plan Year greater than the dollar limitation in
         effect under Code Section 415(c)(1)(A) for the calendar year in which
         such Plan Year ends and owning (or considered as owning within the
         meaning of Code Section 318) both more than one-half percent interest
         and the largest interests in the Employer.

                  (c) a Five Percent Owner of the Employer. Five Percent Owner
         means any person who owns (or is considered as owning within the
         meaning of Code Section 318) more than five percent (5%) of the
         outstanding stock of the Employer or stock possessing more than five
         percent (5%) of the total combined voting power of all stock of the
         Employer or, in the case of an unincorporated business, any person who
         owns more than five percent (5%) of the capital or profits interest in
         the Employer. In determining percentage ownership hereunder, Employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate Employers.

                  (d) a One Percent Owner of the Employer having annual
         Compensation from the Employer of more than $150,000. One Percent Owner
         means any person who owns (or is considered as owning within the
         meaning of Code Section 318) more than one percent (1%) of the
         outstanding stock of the Employer or stock possessing more than one
         percent (1%) of the total combined voting power of all stock of the
         Employer or, in the case of an unincorporated business, any person who
         owns more than one percent (1%) of the capital or profits interest in
         the Employer. In determining percentage ownership hereunder, Employer
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate Employers. However, in determining
         whether an individual has 415 Compensation of more than $150,000, 415
         Compensation from each Employer required to be aggregated under Code
         Sections 414(b), (c), (m) and (o) shall be taken into account.

         SECTION 2.24 LEASED EMPLOYEE. 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 performed under the primary direction or control of the
recipient. Contributions or benefits provided to a Leased Employee by the
Leasing Organization which are attributable to services 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 such
person is covered by a pension plan as provided in Code Section 414(n)(5)(B).


                                       10
<PAGE>   16


         SECTION 2.25 LIMITATION YEAR. The Plan Year.

         SECTION 2.26 MAXIMUM PERMISSIBLE AMOUNT.

                  (a) For a Limitation Year, with respect to any Participant,
         the lesser of (i) $30,000 (or if greater, 1 /4 of the Dollar limitation
         for defined benefit plans in effect under Code Section 415(b)(1)(A)) or
         (ii) 25 percent of his or her 415 Compensation for the Limitation Year.

                  (b) If for any Limitation Year, no more than one-third (1/3)
         of the Affiliate contributions allocated pursuant to Section 5.1 which
         are deductible under Code Section 404(a)(9) are allocated to Highly
         Compensated Employees, then for said Limitation Year the dollar
         limitation of this section shall not apply to: (i) forfeitures of Stock
         if such Stock was acquired with the proceeds of a loan as described in
         Code Section 404(a)(9)(A); or (ii) Employer contributions to the Plan
         which are deductible under Code Section 404(a)(9)(B) and charged
         against the Participant's account.

         SECTION 2.27 NON-HIGHLY COMPENSATED EMPLOYEE. An Employee who is not a
Highly Compensated Employee.

         SECTION 2.28 NON-KEY EMPLOYEE. Any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

         SECTION 2.29 NORMAL RETIREMENT AGE. The Participant's 65th birthday.

         SECTION 2.30 NORMAL RETIREMENT DATE. The Anniversary Date coinciding
with or next following the Participant's Normal Retirement Age.

         SECTION 2.31 1-YEAR BREAK IN SERVICE.

                  (a) The applicable computation period during which an Employee
         has not completed more than 500 Hours of Service with the Employer.
         Further, solely for the purpose of determining whether a Participant
         has incurred a 1-Year Break in Service, Hours of Service shall be
         recognized for authorized leaves of absence and maternity and paternity
         leaves of absence. Years of Service and 1-Year Breaks in Service shall
         be measured on the same computation period.

                  (b) "Authorized leave of absence" means an unpaid, temporary
         cessation from active employment with the Employer pursuant to an
         established nondiscriminatory policy, whether occasioned by illness,
         military service, or any other reason.

                  (c) A "maternity or paternity leave of absence" means an
         absence from work for any period by reason of the Employee's pregnancy,
         birth of the Employee's child, placement of a child with the Employee
         in connection with the adoption of such child, or any absence from the
         purpose of caring for such child for a period immediately following
         such birth or placement. For this purpose, Hours of Service shall be
         credited for the computation period in which the absence from work
         begins, only if credit therefore is necessary to prevent the Employee
         from incurring a 1-Year Break in Service, or, in any



                                       11
<PAGE>   17


         other case, in the immediately following computation period. The Hours
         of Service credited for a maternity of paternity leave of absence shall
         be those which would normally have been credited but for such absence,
         or, in any case in which the Administrator is unable to determine such
         hours normally credited, eight (8) Hours of Service per day. The total
         Hours of Service required to be credited for a maternity or paternity
         leave of absence shall not exceed 501.

         SECTION 2.32 PARTICIPANT. Any Eligible Employee who participates in the
Plan as provided in Sections 3.1, 3.2 and 3.3, and has not for any reason become
ineligible to participate further in the Plan.

         SECTION 2.33 PLAN. This plan document, including all amendments
thereto.

         SECTION 2.34 PLAN YEAR. The Plan's accounting year of twelve (12)
months commencing on June 1 of each year and ending the following May 31.

         SECTION 2.35 RETIRED PARTICIPANT. A person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         SECTION 2.36 RETIREMENT. A termination of employment by a Participant
immediately following a period of employment by the Employer, occurring on or
after Normal Retirement Age, and which is agreed to as a retirement by the
Participant and the Employer.

         SECTION 2.37 RETIREMENT DATE. The date as of which a Participant
retires for reasons other than Disability, whether such retirement occurs on a
Participant's Normal Retirement Date or thereafter.

         SECTION 2.38 STOCK. Any common stock of the Employer which, at the time
of acquisition by the Plan is readily tradeable on an established securities
market, or if there is no common stock of the Employer which is so tradeable at
the time of acquisition, common stock of the Employer having a combination of
the greatest voting and dividend rights or convertible preferred stock described
in Code Section 409(I)(3). Securities meeting the above requirements, but issued
by a corporation which is a member with the Employer of a controlled group of
corporations (within the meaning of Code Section 409(I)) shall also be
considered to be Stock.

         SECTION 2.39 SUPER TOP HEAVY PLAN. A plan described in Section 12.2(b).

         SECTION 2.40 TERMINATED PARTICIPANT. A person who has been a
Participant, but whose employment has been terminated other than by death,
Disability or Retirement.

         SECTION 2.41 TOP HEAVY PLAN. A plan described in Section 12.2(a).

         SECTION 2.42 TOP HEAVY PLAN YEAR. A Plan Year during which the Plan is
a Top Heavy Plan.


                                       12
<PAGE>   18


         SECTION 2.43 TOP PAID GROUP.

                  (a) The top 20 percent of Employees who performed services for
         an Employer during the applicable year, ranked according to the amount
         of Compensation (determined for this purpose in accordance with Section
         2.18) received from the Employer during such year. All Affiliated
         Employers shall be taken into account as a single Employer, and Leased
         Employees within the meaning of Code Sections 414(n)(2) and 414(0)(2)
         shall be considered Employees unless such Leased Employees are covered
         by a plan described in Code Section 414(n)(5) and are not covered in
         any qualified plan maintained by the Employer. Employees who are
         non-resident aliens and who received no earned income (within the
         meaning of Code Section 911(d)(2)) from the Employer constituting
         United States source income within the meaning of Code Section
         861(a)(3) shall not be treated as Employees. Additionally, for the
         purpose of determining the number of active Employees in any year, the
         following additional Employees shall also be excluded; however, such
         Employees shall still be considered for the purpose of identifying the
         particular Employees in the Top Paid Group:

                           (i) Employees with less than six (6) months of
                  service;

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

                           (iii) Employees who normally work less than Six (6)
                  months during a year; and

                           (iv) Employees who have not yet attained age 21 .

                  (b) In addition, if 90 percent or more of the Employees of the
         Employer are covered under agreements the Secretary of Labor finds to
         be collective bargaining agreements between Employee representatives
         and the Employer, and the Plan covers only Employees who are not
         covered under such agreements, then Employees covered by such
         agreements shall be excluded from both the total number of active
         Employees as well as from the identification of particular Employees in
         the Top Paid Group.

                  (c) The foregoing exclusions set forth in this Section shall
         be applied on a uniform and consistent basis for all purposes for which
         the Code Section 414(q) definition is applicable.

         SECTION 2.44 TRUSTEE. The persons or entity named as Trustee in the
separate Trust Agreement forming a part of this Plan, and any successors.

         SECTION 2.45 TRUST AGREEMENT. The separate trust document entered into
between the Employer and one or more trustees relating to the governance of this
Plan and the Trust.

         SECTION 2.46 TRUST FUND. The assets of the Trust as the same shall
exist from time to time.

         SECTION 2.47 UNALLOCATED STOCK ACCOUNT. Stock and other assets held in
a segregated fund (and increases attributable to such assets) which have not
been allocated to Stock Accounts


                                       13
<PAGE>   19


because of the limitations of Section 5.2, or because they were purchased with
borrowed funds pursuant to the provisions of Article 6 hereof or transferred to
such account pursuant to the terms hereof.

         SECTION 2.48 VESTED. Nonforfeitable.

         SECTION 2.49 YEAR OF SERVICE.

                  (a) The computation period of twelve (12) consecutive months
         during which an Employee has earned at least 1000 Hours of Service.

                  (b) For purposes of eligibility to participate in the Plan,
         the initial computation period shall begin with the date on which the
         Employee first performs an Hour of Service. If an Employee fails to
         satisfy the participation rules within those time parameters, then the
         participation computation period beginning after a 1-Year Break in
         Service shall be measured from the date on which an Employee again
         performs an Hour of Service. The participation computation period shall
         shift to the Plan Year which includes the anniversary of the date on
         which the Employee first performed an Hour of Service. An Employee who
         is credited with the required Hours of Service in both the initial
         computation period (or the computation period beginning after a 1-Year
         Break in Service) and the Plan Year which includes the anniversary of
         the date on which the Employee first performed an Hour of Service,
         shall be credited with two (2) Years of Service for purposes of
         eligibility to participate.

                  (c) For vesting purposes, the computation period shall be the
         Plan Year, including periods prior to the Effective Date of the Plan.

                  (d) For any short Plan Year, the determination of whether an
         Employee has completed a Year of Service shall be made in accordance
         with Department of Labor regulation 2530.203-2(c).

                  (e) Years of Service with any Affiliated Employer shall be
         recognized.

                  (f) Notwithstanding any provision of this Plan to the
         contrary, contributions, benefits and service credit with respect to
         qualified military service will be provided in accordance with Code
         Section 414(u).

         SECTION 2.50 GENDER AND NUMBER. Pronoun references herein shall be
deemed to be of any gender relevant to the context, and words used in the
singular shall include the plural.

                                   ARTICLE 3
                           ELIGIBILITY TO PARTICIPATE

         SECTION 3.1 CONDITIONS OF ELIGIBILITY.

                  (a) Effective June 1, 1999, any Eligible Employee who has
         completed one (1) Year of Service shall be eligible to participate in
         this Plan. Prior to June 1, 1999, any

                                       14
<PAGE>   20



         Eligible Employee who had completed one (1) Year of Service and had
         attained age 21 shall be eligible to participate in this Plan.

                  (b) Any Eligible Employee who was a Participant in the Plan
         prior to either the date of execution or the effective date of this
         1999 Restatement shall continue to participate in the Plan.

         SECTION 3.2 EFFECTIVE DATE OF PARTICIPATION.

                  (a) An Eligible Employee shall become a Participant effective
         as of the first Entry Date coinciding with or next following the date
         such Employee met the eligibility requirements of Section 3.1, provided
         said Employee was employed as of such date (or if not employed on such
         date, as of the date of rehire if a 1-Year Break in Service has not
         occurred).

                  (b) In the event an Employee who is not a member of an
         eligible class of Employees becomes a member of an eligible class, such
         Employee will participate immediately if such Employee has satisfied
         the minimum age and service requirements and would have otherwise
         previously become a Participant.

         SECTION 3.3 DETERMINATION OF ELIGIBILITY. The Administrator shall
determine the eligibility of each Employee for participation in the Plan based
upon information furnished by the Employer. Such determination shall be
conclusive and binding upon all persons, as long as the same is made pursuant to
the Plan and ERISA. Such determination shall be subject to review pursuant to
Section 7.8.

         SECTION 3.4 TERMINATION OF ELIGIBILITY.

                  (a) In the event a Participant shall go from a classification
         of an eligible Employee to an ineligible Employee, such Participant
         shall continue to vest in his or her interest in the Plan for each Year
         of Service completed while a noneligible Employee, until such time as
         his or her Account shall be forfeited or distributed pursuant to the
         terms of the Plan. Additionally, his or her interest in the Plan shall
         continue to share in the earnings of the Trust Fund.

                  (b) In the event a Participant is no longer a member of an
         eligible class of Employees and becomes ineligible to participate but
         has not incurred a break in service, such Employee will participate
         immediately upon returning to an eligible class of Employees. If such
         Participant incurs a break in service, eligibility will be determined
         under the break in service rules of the Plan.

         SECTION 3.5 OMISSION OF ELIGIBLE EMPLOYEE. If, in any Plan Year, any
Employee who should be included as a Participant in the Plan is erroneously
omitted and discovery of such omission is not made until after a contribution by
the Employer for the year has been made, the Employer shall make a subsequent
contribution with respect to the omitted Employee in the amount which the
Employer would have contributed with respect to him or her had s/he not been
omitted. Such contribution shall be made regardless of whether or not it is
deductible in whole or in part in any taxable year under applicable provisions
of the Code.


                                       15
<PAGE>   21


         SECTION 3.6 INCLUSION OF INELIGIBLE EMPLOYEE. If, in any Plan Year, any
person who should not have been included as a Participant in the Plan is
erroneously included and discovery of such incorrect inclusion is not made until
after a contribution for the year has been made, the Employer shall not be
entitled to recover the contribution made with respect to the ineligible person
regardless of whether or not a deduction is allowable with respect to such
contribution. In such event, the amount contributed with respect to the
ineligible person all constitute a forfeiture for the Plan Year in which the
discovery is made.

                                    ARTICLE 4
                                  CONTRIBUTIONS

         SECTION 4.1 CONTRIBUTIONS IN GENERAL. The Employer shall contribute to
the Trust for each Plan Year, such amount, if any, as the Board of Directors of
the Employer shall determine for such Plan Year by resolution, which resolution
shall specify the amount to be so contributed or a definite formula for
determining the amount to be so contributed.

         SECTION 4.2 TIME AND FORM OF MAKING EMPLOYER CONTRIBUTION. The Employer
may make its contribution for any Plan Year, or partial payments of such
contribution, at any time during such Plan Year, or on or after the Anniversary
Date for such Plan Year but on or prior to the date which is prescribed by law
for the filing of the Employer's federal income tax return for such Plan Year
(including extensions thereof). A contribution to a plan may be made in money or
in the form of Stock.

         SECTION 4.3 EMPLOYEE CONTRIBUTIONS PROHIBITED. Employees are not
permitted to make contributions of any kind to this Plan, specifically including
rollover contributions or direct trust-to-trust transfers.

                                    ARTICLE 5
                      ALLOCATION OF EMPLOYER CONTRIBUTIONS

         SECTION 5.1 ALLOCATION AND ACCRUAL RULES. Any contribution to be made
to the Trust by the Employer for a Plan Year and forfeitures, if any, shall be
allocated among the Participants who are Eligible Employees of such Employer
during that Plan Year and who satisfy the eligibility requirements of Article 3,
provided each such Participant meets each of the following accrual requirements:

                  (a) S/He is employed by the Employer or by a Participating
         Affiliate on the last day of such Plan Year; and

                  (b) S/He is credited with at least 1,000 Hours of Service for
         such Plan Year.

                  (c) The requirements of subsections (a) and (b) shall not
         apply if the Participant's employment terminates during the Plan Year
         due to death, Disability or due to Retirement on or after Normal
         Retirement Date. An individual shall not be considered as employed on
         the last day of a Plan Year solely by reason of entitlement to
         vacation, severance or similar benefits if there has been any event of
         separation where the individual is not to provide further services in
         exchange for such payments.

                                       16
<PAGE>   22


                  (d) Any contribution to be made to the Trust by the Employer
         for a Plan Year and forfeitures, if any, shall be allocated among the
         individuals entitled to participate in the Employer's contribution for
         such Plan Year in the proportion that the Compensation for such plan
         Year paid to such an individual by the Employer bears to the
         Compensation paid to all such individuals by the Employer for such Plan
         Year.

                  (e) If more than one class of Stock is being allocated among
         Participants, a separate allocation shall be made for each class of
         Stock. If Stock and money are being allocated among Participants, the
         Stock shall be allocated separately from the money.

                  (f) Notwithstanding the preceding provisions of this Section
         5.1, if the initial allocation provided above for a Plan Year
         (determined under the assumption that interest and forfeitures
         described in Section 2.6(c) are not Annual Additions) would result in
         an allocation to highly Compensated Employees of more than one-third
         (1/3) of the Employer contributions which are deductible under Code
         Section 404(a)(9) for the Plan Year, the allocation of amounts to all
         Highly Compensated Employees shall be reduced (first from amounts not
         considered to be Annual Additions under the above assumption) in
         proportion to their respective Compensation for the Plan Year, and the
         allocation to Nonhighly Compensated Employees shall be increased in
         proportion to their respective Compensation for the Plan Year, by such
         amount as will result in the final allocation to the Highly Compensated
         Employees of Employer contributions which are deductible under Code
         Section 404(a)(9) being equal to one-third (1/3) of the total
         allocation of such Employer contributions to all persons eligible to
         share in the allocations for said Plan Year.

         SECTION 5.2 RESTRICTIONS ON ANNUAL ADDITIONS. The benefits under the
Plan shall be subject to the following rules:

                  (a) Maximum Amount - Differing Allocation Dates.

                           (i) The amount of the Annual Additions which may be
                  allocated under this Plan to any Participant's Account as of
                  any Allocation Date shall not exceed the Maximum Permissible
                  Amount reduced by the sum of any allocations of Annual
                  Additions made to the Participant's Accounts under this Plan
                  and any other defined contribution plan or welfare benefit
                  plan, as defined in Section 419(e) of the Code, maintained by
                  the Employer or an Affiliate as of any preceding Allocation
                  Date within the Limitation Year. Annual Additions attributable
                  to a welfare benefit fund will be deemed to have been
                  allocated prior to any defined contribution plan allocations
                  regardless of the actual allocation date.

                           (ii) Prior to determining the Participant's actual
                  415 Compensation for the Limitation Year the Employer may
                  determine the Maximum Permissible Amount for a Participant on
                  the basis of a reasonable estimation of the Participant's 415
                  Compensation for the Limitation Year, uniformly determined for
                  all Participant's similarly situated. As soon as
                  administratively feasible after the end of the Limitation
                  Year, the Maximum Permissible Amount for the



                                       17
<PAGE>   23


                  Limitation Year will be determined on the basis of the
                  Participant's actual 415 Compensation for the Limitation Year.

                  (b) Maximum Amount - Coinciding Allocation Dates. If an
         Allocation date of this Plan coincides with an Allocation Date of any
         other plan or fund described in Section 5.1, the amount of Annual
         Additions to be allocated on behalf of a Participant under this Plan as
         of such date shall be an amount equal to the product of the amount to
         be allocated under this Plan without regard to this Section multiplied
         by the lesser of one (1) or a fraction, the numerator of which is the
         maximum amount described in Section 5.2(a) of this Article which can be
         allocated during the balance of the Limitation Year, and the
         denominator of which is the amount that would otherwise be allocated on
         this Allocation Date under all defined contribution plans or welfare
         benefit funds, as defined in Section 419(e) of the Code, maintained by
         the Employer or an Affiliate without regard to this Section. Annual
         Additions attributable to a welfare benefit fund will be deemed to have
         been allocated prior to any defined contribution plan allocations
         regardless of the actual allocation date.

                  (c) Reduction of Annual Addition. If the Annual Addition under
         this Plan on behalf of a Participant is to be reduced as of any
         Allocation Date as a result of subsections (a) and (b), such reduction
         shall be effected by reducing the allocations of Annual Additions to
         the accounts of said Participant under said plans and funds as follows:

                           (i) If all of said other plans and funds contain a
                  provision substantially similar to this Section 5.2, then the
                  reduction shall first be accomplished by reducing an
                  individual's nondeductible voluntary contributions, to the
                  extent they would reduce the excess amount, made at any time
                  within the Limitation Year, then salary reduction
                  contributions made by the Employer or an Affiliate which are
                  not matched by other contributions by the Employer or the
                  Affiliate, then salary reduction contributions by the Employer
                  or the Affiliate, and finally contributions made by the
                  Employer or an Affiliate which are not salary reduction
                  contributions, including first matching contributions made by
                  the Employer or an Affiliate, and from forfeitures, and
                  finally from any contributions to a welfare benefit fund of
                  the Employer or an Affiliate. If contributions or forfeitures
                  for the Employer and at least one other Affiliate are present,
                  any reduction of such amounts shall be made proportionately.
                  If there are contributions of the same priority category
                  present in more than one plan and less than all of the plans,
                  contributions in the highest priority category shall be
                  reduced to zero before any reduction shall be made in a lower
                  priority category. The amount of reduction in each priority
                  category as of said Allocation Date shall be an amount equal
                  to the product of the remaining Maximum Permissible Amount
                  described in subsection 5.2(a) and a fraction, the numerator
                  of which is the amount to be allocated under this Plan in that
                  priority category as of said Allocation Date without regard to
                  this Section, and the denominator of which is the amount that
                  would otherwise be allocated as of said Allocation Date in
                  that priority category under all defined contribution plans
                  and welfare funds without regard to this


                                       18
<PAGE>   24


                  Section. This subsection 5.2(c) shall be applied to all
                  categories until the required reduction has been effected.

                           (ii) If one or more of the other defined contribution
                  plans having an allocation date coinciding with the Allocation
                  Date under this Plan do not have a provision similar to this
                  Section 5.2, the provisions of this subsection 5.2(c) shall be
                  applied to this Plan after giving effect to allocation of
                  Annual Additions of such plans.

                  (d) Effect of Reduction. If, as a result of applying the
         preceding subsections of this Section, the allocation of Annual
         Additions under this Plan is reduced, any reduction of Employer
         contributions or forfeitures consisting of contributions or forfeitures
         pursuant to Section 5.1 shall be used to purchase Stock (if the
         contribution is not in the form of Stock) and be held in an Unallocated
         Stock Account for said Limitation Year, and shall be considered as
         contributed by the Employer pursuant to Section 5.1 for the next and
         succeeding Limitation Years until all of such unallocated amounts have
         been allocated to Participants. Stock in the Unallocated Stock Accounts
         which has been added as a result of this Section 5.2 shall be allocated
         to Participants prior to allocating any other contributions made by the
         Employer, in the same order in which said Stock was added to the
         Unallocated Stock Account. If Stock is not available, other investments
         as provided in Section 6.1 are permitted and shall be allocated as if
         they were Stock. In the event of termination of the Plan, the
         contributions shall revert to the Employer to the extent that they may
         not then be allocated to any Participant pursuant to this Article 5.

                  (e) Limiting Contributions to Suspense Account. The Employer
         shall not contribute an amount that would cause an allocation to the
         suspense account under this Section 5.2 as of the date the contribution
         is allocated. If the contribution is made prior to the date as of which
         it is to be allocated, then such contribution shall not exceed an
         amount that would cause an allocation to the suspense account under
         this Section 5.2 if the date of contribution were an Allocation Date.
         The suspense account shall not participate in the allocation of
         investment gains or losses.

                  (f) Limitation if Defined Benefit Plan. This subsection 5.2(f)
         shall apply only to Limitation Years beginning before January 1, 2000.
         If a Participant is, was, or ever could become a participant in a
         qualified defined benefit plan maintained by the Employer or an
         Affiliate, the sum of the Participant's defined contribution plan
         fraction and defined benefit plan fraction shall not exceed 1.0 in any
         Limitation Year. For purposes of the preceding sentence, the defined
         benefit and defined contribution plan fraction shall be determined
         pursuant to Section 415 of the Code. The annual benefit otherwise
         payable under all defined benefit plans of the Affiliates shall be
         reduced prior to reductions of Annual Additions under defined
         contribution plans of the Affiliates, unless specifically provided
         otherwise in such defined benefit plan.

         SECTION 5.3 CREDIT TO ACCOUNTS. After the allocations of contributions
and forfeitures for a Plan Year have been made, each Stock Account shall be
credited with any Stock contributed and each General Investments Account shall
be credited with cash contributed as of the Accounting Date for that Plan Year,
but the fact that allocations are so made and credited to


                                       19
<PAGE>   25


Accounts shall not vest in any Participant or Beneficiary any right, title or
interest in or to any of the assets of the Trust except at the time or times and
upon the terms and conditions set forth in the Plan.

         SECTION 5.4 SPECIAL LIMITATIONS ON ALLOCATION OF STOCK TO PARTICIPANTS
MAKING SECTION 1042 ELECTIONS.

                  (a) No portion of the assets of the Plan attributable to (or
         allocable in lieu of) Stock meeting the requirements of Code Section
         409(I) acquired by the Plan in a sale to which Code Section 1042
         applies may accrue (or be allocated directly or indirectly under any
         plan of the Employer or an Affiliate meeting the requirements of Code
         Section 401(a)):

                           (i) During the nonallocation period, for the benefit
                  of:

                                    (A) any taxpayer who makes an election under
                           Code Section 1042(a) with respect to Stock meeting
                           the requirements of Code Section 409(I);

                                    (B) any individual who is related to the
                           taxpayer (within the meeting of Code Section 267(b));
                           or

                           (ii) For the benefit of any other person who owns
                  (after application of Code Section 318(a)) more than 25% of:

                                    (A) any class of outstanding stock of the
                           corporation which issued such Stock meeting the
                           requirements of Code Section 409(I) or of any
                           corporation which is a member of the same controlled
                           group of corporations (within the meaning of Code
                           Section 409(I)) as such corporation; or

                                    (B) the total value of any class of
                           outstanding stock of any such corporations.

                  (b) For purposes of subparagraph (a) of this Section 5.4, Code
         Section 318(a) shall be applied without regard to the employee trust
         exception in paragraph (2)(B)(i) of Code Section 318(a).

                  (c) Paragraph (a)(i)(B) above shall not apply to any
         individual if:

                           (i) such individual is a lineal descendant of the
                  taxpayer, and

                           (ii) the aggregate amount allocated to the benefit of
                  all such lineal descendants during the nonallocation period
                  does not exceed more than 5 percent of the Stock meeting the
                  requirements of Code Section 409(I)(or amounts allocated in
                  lieu thereof) held by the Plan which are attributable to a
                  sale to the Plan by any person related to such descendants
                  (within the meaning of Code Section 267(c)(4)) in a
                  transaction to which Code Section 1042 applies. The


                                       20
<PAGE>   26


                  allocations under Section 5.1 shall be limited to the extent
                  necessary to avoid exceeding this 5 percent limit.

                  (d) A person shall be treated as failing to meet the stock
         ownership limitation under paragraph (a)(ii) above if such person fails
         such limitation:

                           (i) at any time during the 1-year period ending on
                  the date of the Plan's acquisition of Stock in a sale to which
                  Code Section 1042 applies; or

                           (ii) on the date as of which such Stock is allocated
                  to Participants in the Plan.

                  (e) For purposes of this Section 5.4, the term "nonallocation
         period" means the period beginning on the date of sale of such Stock
         and ending on the later of:

                           (i) the date which is ten (10) years after the date
                  of sale of such Stock, or

                           (ii) if there is acquisition indebtedness incurred in
                  connection with a sale of Stock to which Code Section 1042
                  applies, the date of the Plan allocation attributable to the
                  final payment of the acquisition indebtedness incurred in
                  connection with such sale.

                                   ARTICLE 6
                      INVESTMENT AND ADJUSTMENT OF ACCOUNTS

         SECTION 6.1 INVESTMENT OF ACCOUNTS.

                  (a) Generally, assets of the Trust are to be invested solely
         in Stock and held in Stock Accounts. The Trustee may hold 100% of the
         assets of the Trust in Stock. However, to the extent that the Trustee
         is unable to acquire Stock for Stock Accounts, the Trustee is
         authorized to invest the assets in the corresponding General
         Investments Accounts in securities issued or guaranteed by the United
         States of America, or any agency thereof, or in short-term commercial
         paper, term savings accounts and certificates of deposit (including
         those of the Trustee or its affiliate, if a corporate trustee), common
         trust funds or collective trust funds or pooled investments (including
         those of the Trustee or its affiliate, if a corporate trustee),
         corporate obligations of every kind, and stocks, preferred or common,
         mutual funds, or such funds may be held in cash to the extent the
         Trustee deems to be in the best interest of the Trust.

                  (b) If a Participant terminates his or her employment with the
         Employer and does not receive a distribution of his or her entire
         benefit, and if the Employer's articles or by-laws restrict the
         ownership of substantially all outstanding employer securities to
         persons employed by the Employer or to the Plan, the Employer, in its
         discretion, may direct the Trustee to invest the undistributed benefit
         as a segregated Account in the same manner as assets in the General
         Investments Accounts.


                                       21
<PAGE>   27


                  SECTION 6.2 ACQUISITION OF STOCK FOR STOCK ACCOUNTS.

                  (a) If at any time there are balances in the General
         Investments Accounts, the Trustee may use said balances or property to
         acquire Stock. If shares of Stock (other than Stock attributable to
         excess Annual Additions pursuant to Section 5.2) are to be acquired
         from the Unallocated Stock Account, Stock shall be allocated to Stock
         Accounts from the Unallocated Stock Account pursuant to the rules
         established under Section 6.4. The only assets in General Investments
         Accounts that may be used to acquire Stock from the Unallocated Stock
         Account are the assets attributable to contributions for the purpose of
         meeting obligations under a loan described in Section 6.4. In order to
         permit the distribution of money in lieu of Stock to Participants or
         Beneficiaries, Stock may be acquired either by the Trust or by third
         parties (including the Employer) from Stock Accounts of such
         Participants or Beneficiaries at the discretion of the Employer. Stock
         may also be purchased from the Employer or an Affiliate (either
         authorized and unissued or treasury shares) or from existing
         shareholders of the Employer or an Affiliate, including any Participant
         or Beneficiary of the Plan who receives a distribution of Stock from
         the Trust.

                  (b) Stock so acquired shall be allocated to Stock Accounts of
         Participants and Beneficiaries in proportion to their respective
         General Investments Account balances at the time of acquisition.

                  (c) If a distribution in the form of Stock is to be made for a
         distributee, and there are assets in his or her General Investments
         Account, the Trustee may purchase Stock for his or her Account with
         said assets for the purpose of making the distribution.

         SECTION 6.3 AUTHORITY OF TRUSTEE TO BORROW. Supplementing the authority
of the Trustee to borrow as provided in the Trust Agreement, the Trustee may
borrow for the purpose of purchasing or refinancing the purchase of Stock at
such time or times and in such amounts as determined by the Employer, and upon
the terms agreed to between the Employer, the Trustee and the lender and subject
to the terms of the Trust. Any Stock purchased with borrowed funds shall be
placed in the Unallocated Stock Account, and only shares held in such
Unallocated Stock Account may be pledged as security for such borrowing;
provided that Stock or other property held in the Unallocated Stock Account
pursuant to Section 5.2 shall not be pledged as security for such borrowing. The
Trustee shall cause any loan taken pursuant to this section of the Plan, whether
new or existing, to be a nonrecourse loan which is secured by a pledge of the
stock acquired with the proceeds of the loan or shares of Stock which were
released as collateral on a prior loan which was repaid with the proceeds of the
loan being made (and no other assets of the Trust may be given as collateral).

         SECTION 6.4 RELEASE OF SHARES FROM THE UNALLOCATED STOCK ACCOUNT.

                  (a) As of each Accounting Date, Stock held in the Unallocated
         Stock Account which has been purchased with the proceeds of a loan
         shall be allocated to the Stock Accounts of Participants as provided in
         this Section. Once shares of Stock have been allocated to Stock
         Accounts of Participants, they shall be free from any liens covering
         such shares (and no other assets of the Trust may be given as
         collateral).


                                       22
<PAGE>   28


                  (b) The number of shares to be released as of an Accounting
         Date shall be determined by multiplying the number of remaining shares
         of Stock purchased with the proceeds of the loan and held in the
         Unallocated Stock Account on the Accounting Date by one of the two
         fractions provided below. The Trustee shall determine which fraction to
         use at the time of each loan. The Trustee may use the fraction in (A)
         of this Subsection provided the following rules apply: (i) the loan
         must provide for annual payments of principal and interest at a
         cumulative rate that is not less rapid at any time than level annual
         payments of such amounts for 10 years; and (ii) interest included in
         any payment is disregarded only to the extent that it would be
         determined to be interest under standard loan amortization tables.
         Paragraph (A) of this Subsection is not applicable from such time that,
         by reason of a renewal, extension, or refinancing, the sum of the
         expired duration of the exempt loan, the renewal period, the extension
         period, and the duration of a new exempt loan exceeds 10 years. If the
         loan fails to comply with these rules, the Employer shall use the
         method set forth in (B) of this Subsection.

                           (A) The numerator is the principal paid on the loan
                  (whether paid before or after the Accounting Date) with Plan
                  Year assets, and the denominator is the sum of the numerator
                  and the remaining (after the date of the application of Plan
                  Year assets to the loan) principal to be paid for all future
                  years on said loan.

                           (B) The numerator is the principal and interest paid
                  on the loan (whether paid before or after the Accounting Date)
                  with Plan Year assets, and the denominator is the sum of the
                  numerator and the remaining (after the date of the application
                  of Plan Year assets to the loan) principal and interest to be
                  paid for all future years on said loan.

                  (c) "Plan Year assets" means any cash contributions and
         forfeitures allocated to Accounts for the Plan Year and those remaining
         from prior Plan Years, any non-Stock assets attributable to earnings
         for allocated Accounts for the Plan Year and those remaining from prior
         Plan Years, and any non-Stock earnings for the Unallocated Stock
         Account for the Plan Year and those remaining from prior Plan Years
         attributable to Section 5.2, but only to the extent such earnings are
         attributable to the sale of Stock or to cash contributions that are
         made to the Plan to meet its obligations under the loan, except as
         specifically provided to the contrary in Section 7.11. The future
         number of years under the loan must be definitely ascertainable and
         must be determined without taking into account any possible renewal or
         extension period. In addition, if the interest rate under the loan is
         variable, the interest to be paid in future years must be computed by
         using the interest rate applicable as of the end of the Plan Year for
         which the fraction is to be determined.

                  (d) Notwithstanding the foregoing, the number of shares of
         Stock released shall be increased to the extent necessary to comply
         with Section 7.12 of the Plan.

                  (e) If more than one class of Stock has been purchased with
         proceeds of a loan, the shares released shall be in proportion to the
         number of shares of each class purchased with the loan proceeds. If
         there are multiple loans, funds shall be applied in accordance with the
         terms of the loans or in the absence of such terms, as directed by the


                                       23
<PAGE>   29


         Trustee. The release rules provided above shall be applied separately
         with respect to each loan.

                  (f) For purposes of determining a Participant's Annual
         Additions, the amount of interest charged to a Participant's Account
         for a Plan Year shall be the proportion of the total interest paid on
         loans with respect to Stock released for the Plan Year that his or her
         allocation of Plan Year assets for the Plan Year used in the above
         ratio(s) to determine the released shares of Stock for the Plan Year
         bears to the total of Plan Year assets used in such ratio(s).

         SECTION 6.5 APPLICATION OF FUNDS. Cash received in exchange for Stock
held in the Unallocated Stock Account may be used by the Trustee to retire or
service debt or if the terms of the applicable loan agreement provide and if
directed by the Employer, to purchase additional shares of Stock to be held in
the Unallocated Stock Account.

         SECTION 6.6 ADJUSTMENT OF ACCOUNTS.

                  (a) The Trustee shall, as of each Accounting Date, as of the
         date any Stock dividends on Stock are paid, as of the date of any
         recapitalization or change in capital structure affecting Stock held by
         the Trustee, as of the date of any acquisition of Stock for Stock
         Accounts, and as of other dates specified by the Employer, adjust each
         General Investment Account and Stock Account for transactions since the
         date of the preceding adjustment. Separate adjustments shall be made
         for each Participant's Account as follows:

                           (i) The number of shares of Stock in each Stock
                  Account shall be the number of shares as of the date of the
                  preceding adjustment, but increased by: (A) Stock allocated to
                  it pursuant to Section 5.3; (B) Stock dividends on Stock
                  previously allocated to said Account; and (C) Stock acquired
                  with funds from the corresponding General Investments Account;
                  and the number shall be decreased by distributions and
                  forfeitures from said Account. Each Stock Account shall also
                  be adjusted to reflect any change in the outstanding shares of
                  Stock held by the Trustee by reason of a stock split,
                  recapitalization, reclassification, combination or exchange of
                  shares of Stock or other similar corporate change.

                           (ii) The fair market value of each General
                  Investments Account shall be the fair market value of assets
                  in such Account as of the date of the preceding adjustment,
                  but increased by: (A) money allocated to it pursuant to
                  Section 5.3; (B) dividends (other than Stock dividends) on
                  Stock previously allocated to the corresponding Stock Account;
                  and (C) investment gains; and shall be decreased by: (X)
                  distributions and forfeitures from said Account; (Y) amounts
                  used to acquire Stock for the corresponding Stock Account; and
                  (Z) investment losses.

                  (b) For the purpose of subsection (a), the investment gain or
         loss in each General Investments Account since the last adjustment
         shall be its pro rata share of the investment gain or loss of all
         assets in the respective accounts for all Participants, based


                                       24
<PAGE>   30


         on the change in fair market value of assets therein since the last
         adjustment and computed in accordance with uniform valuation procedures
         established by the Employer.

                  (c) Any expense of administering the Plan not paid by the
         Employer pursuant to Section 8.5, shall be charged to the General
         Investments Accounts, and to the extent necessary to Stock Accounts
         (and the Trustee, if so instructed by the Employer, may sell Stock in
         the Stock Accounts or borrow to raise money to pay these expenses).

                  (d) Shares of Stock held in the Unallocated Stock Account and
         dividends paid thereon, funds borrowed for the purchase of Stock, and
         interest and all other costs attributable to the Unallocated Stock
         Account shall be excluded for all purposes under this Section.

                  (e) If an advance contribution is made in the form of Stock,
         it shall be added to and held in the Unallocated Stock Account, and
         then, as of the Anniversary Date for which the contribution is made,
         those shares of Stock shall be withdrawn from the Unallocated Stock
         Account and allocated pursuant to Article 5.

                  (f) To the extent possible, cash contributions prior to the
         Anniversary Date of the Plan Year for which the contribution is made
         shall be used by the Trustee to retire or service debt, or to make
         distributions in money to a Participant or Beneficiary in accordance
         with Article 7, or, if there is not sufficient debt or benefits
         payable, the Trustee may utilize the advance contribution to purchase
         additional shares of Stock for the Unallocated Stock Account. Then, as
         of the Anniversary Date of the Plan Year for which the contribution was
         made, the contribution shall be deemed to have been made and allocated
         pursuant to Article 5.

         SECTION 6.7 VOTING OF STOCK.

                  (a) Except only as specified in subsection 6.7(b), the Trustee
         is authorized to vote the shares of Stock held in the Trust in a manner
         consistent with Title I of ERISA.

                  (b) To the extent required by Sections 401(a)(22) and 409(e)
         of the Code, each Participant and Beneficiary will be entitled to
         direct the voting of Stock allocated to his or her Account with respect
         to any corporate matter which involves the voting of such shares and
         which relates to any corporate merger or consolidation,
         recapitalization, reclassification, liquidation, dissolution, sale of
         substantially all assets of a trade or business, or such similar
         transaction as the Secretary of the Treasury may prescribe in
         regulations. The Trustee shall establish and follow procedures to
         ensure that instructions received from Participants and Beneficiaries
         are held in confidence and are not revealed to any individual Trustee,
         or officers or employees of the Employer.

                  (c) As soon as practicable after notice of any shareholders'
         meeting of the Employer is received by the Trustee, the Employer shall
         cause to be prepared and delivered to each individual who has an
         Account a notice and a form of proxy directing the Trustee as to how
         the Trustee shall vote on such matters described in the preceding
         paragraph (and only such matters) at such meeting, or any adjournment
         thereof, with respect to the number of shares of Stock allocated to his
         or her Stock Account as of the


                                       25
<PAGE>   31


         most recent date for which an adjustment has been completed pursuant to
         Section 6.6. The notice shall instruct each individual to return his or
         her proxy to the Trustee or to the Trustee's agent. If the Trustee is
         one or more individuals, the notice shall specify that the proxy shall
         be returned to an agent of the Trustee, which agent shall be instructed
         to keep confidential from the Trustee and all other parties individual
         Participant instructions, providing to the Trustee only such totals and
         other data as are necessary for the Trustee to acquit its
         responsibilities as a shareholder.

                  (d) The Trustee shall vote all shares of Stock held by it in
         Stock Accounts for which it has received instructions in accordance
         with those instructions. The Trustee shall vote all shares of Stock
         held by it in the Unallocated Stock Account, and shares of Stock
         allocated to Stock Accounts for which it does not have instructions or
         directions from Participants or Beneficiaries and all shares of Stock
         on all matters with respect to which Participants and Beneficiaries are
         not entitled to vote, in accordance with the Trustee's discretion.

                  (e) A Participant or Beneficiary who provides instructions
         concerning the voting of Stock allocated to his or her Stock Account
         shall be deemed a "named fiduciary" (within the meaning of ERISA) with
         respect to such instructions.

                  (f) Notwithstanding anything herein to the contrary, with
         respect to any Stock if the Employer has any class of registration-type
         securities, each Participant or Beneficiary is entitled to direct the
         Trustee as to the manner in which shares of Stock which are allocated
         to his or her Account are to be voted on any matters with respect to
         which said Stock is entitled to vote.

         SECTION 6.8 FORFEITURES. All General Investments Accounts and Stock
Accounts are subject to the provisions relating to forfeitures set forth in
Section 5.2, Sections 7.6 and 7.10, Section 10.6, and Section 12.3. Except to
the extent expressly provided to the contrary in other provisions of the Plan,
any credit balance of a General Investments Account or a Stock Account which is
forfeited during a Plan Year shall be used, first, to restore amounts previously
forfeited in accordance with Section 7.6, and then shall be allocated to
Accounts of Participants in accordance with Section 5.1 as of the Anniversary
Date for the Plan Year of said forfeiture, as though it were a contribution to
the Plan.

         SECTION 6.9 SALES OF STOCK.

                  (a) The Employer may direct the Trustee to sell shares of
         Stock held by the Trustee (whether in the Unallocated Stock Account or
         otherwise) to any person, including the Employer or an Affiliate,
         provided that any such sale must be at a price not less favorable to
         the Plan than Fair Market Value as of the date of the sale, and
         provided that such sale shall not violate any provision of a pledge or
         other agreement affecting said Stock.

                  (b) In the event that the Employer has determined that it will
         not make further contributions to the Plan or it is unable to make
         payments of principal or interest when due on a loan used to purchase
         Stock held in the Unallocated Stock Account, the


                                       26
<PAGE>   32


         Employer may direct the Trustee to sell any pledged Stock held in the
         Unallocated Stock Account (other than shares attributable to Section
         5.2) in an amount sufficient to retire the acquisition loan or to make
         such payments, subject to the terms of any pledge or other agreement
         affecting said Stock.

         SECTION 6.10 TENDER OR EXCHANGE OFFERS REGARDING STOCK. As soon as
practicable after the commencement of a tender or exchange offer (an "Offer")
for shares of Stock, the Employer shall use its best efforts to cause each
Participant with Stock allocated to his or her Stock Account to be advised in
writing of the terms of the Offer, and to be provided with forms by which the
Participant may instruct the Trustee to tender or exchange shares of Stock, to
the extent permitted under the terms of such Offer. The Trustee shall follow the
directions of each Participant. In advising Participants of the terms of the
Offer, the Employer may include statements from the Board setting forth its
position with respect to the Offer. The giving of instructions by a Participant
to the Trustee to tender or exchange shares and the tender or exchange thereof
shall not be deemed a withdrawal or suspension from the Plan or a forfeiture of
any portion of such Participant's interest in the Plan solely by reason of the
giving of such instructions and the Trustee's compliance therewith. Instructions
by Participants pursuant to this section shall apply both to allocated shares
held in Stock Accounts and to unallocated shares held in the Unallocated Stock
Account. A Participant may provide instructions with respect to the number of
shares determined as follows:

                  (a) The Trustee shall determine the aggregate number of shares
         held in Stock Accounts and the Unallocated Stock Account.

                  (b) The Employer shall determine the Participant's aggregate
         interest in his or her Stock Account as a percentage of the interests
         of all Participant's in their respective Stock Accounts.

                  (c) The Participant may provide instructions with respect to a
         number of shares of Stock determined by applying the percentage in (b)
         to the aggregate number of shares in (a). If the Participant directs
         tender or exchange of the shares for which s/he may provide
         instructions, the Trustee shall follow that instruction. The Trustee
         shall not tender or exchange the shares for which a Participant may
         provide instructions if the Participant (i) directs against their
         tender or exchange or (ii) gives no direction.

                  (d) The determination of the number of shares as to which a
         Participant may provide instructions shall be as of the close of
         business on the date preceding the date on which the Offer is commenced
         or such earlier date as the Employer may designate, in its sole
         discretion, for reasons of administrative convenience. Any securities
         received by the Trustee as a result of a tender or exchange of shares
         of Stock shall be held, and any cash so received shall be invested in
         short-term investments pending any reinvestment by the Trustee, as it
         may deem appropriate, consistent with the purposes of the Plan. The
         rights extended to Participants by this section shall also apply to the
         Beneficiaries of deceased Participants.

                  (e) If a tender or exchange offer is limited so that all of
         the shares held by the Trustee have been directed to be tendered or
         exchanged cannot be sold or exchanged, the


                                       27
<PAGE>   33


         shares that each Participant directed to be tendered or exchanged shall
         be deemed to have been sold or exchanged in the same ratio that the
         number of shares actually sold or exchanged bears to the total number
         of shares that the Trustee was directed to tender or exchange. Shares
         sold or exchanged at the direction of a Participant shall be deemed to
         come first out of the shares allocated to the Participant's Accounts
         and only after all of those shares have been sold or exchanged, out of
         the Unallocated Stock Account.

                  (f) For purposes of this Section 6.10, each Participant or
         Beneficiary who is entitled to give such instructions shall be deemed a
         "named fiduciary" (within the meaning of ERISA) with respect to such
         instructions. Also, the Employer shall establish and follow procedures
         to ensure that instructions received from Participants and
         Beneficiaries are held in confidence and are not revealed to any
         individual Trustees, or officers or employees of the Employer.

                                    ARTICLE 7
                            DISTRIBUTION OF BENEFITS

         SECTION 7.1 BENEFITS PAYABLE.

                  (a) The Trustee, in accordance with the instructions of the
         Plan Administrator and in the manner provided in Section 7.2, shall pay
         and distribute benefits due under the Plan. All distributions shall be
         in Stock, except that: (i) a fractional share of Stock shall be
         converted and distributed in cash; (ii) if consented to by the
         distributee, part or all of a distribution to such distributee may, in
         the Administrator's discretion, be distributed in the form of cash; or
         (iii) if the articles or bylaws of the Employer restrict the ownership
         of substantially all outstanding Stock to Employees or to a trust
         described in Section 401(a) of the Code, part or all of a distribution
         may, in the Plan Administrator's discretion, be distributed in the form
         of money.

                  (b) Notwithstanding the foregoing, for purposes of Section
         7.2, the Participant's distributable Account shall not include any
         Stock acquired with the proceeds of a loan (and any refinancing
         thereof) until the close of the Plan Year in which such loan is repaid
         in full, except in cases where the Participant has died, becomes
         Disabled, or reached his or her Normal Retirement Date (whether before
         or after his or her termination of employment). Notwithstanding the
         foregoing, this paragraph shall not restrict distributions more
         frequent than provided under said loan or any refinancing thereof.

         SECTION 7.2 MODE OF PARING BENEFITS. The manner of making a
distribution of any benefit payable under this Article, whether to a Participant
or Beneficiary, shall be determined in accordance with the following guidelines:

                  (a) Subject to subsections (b) and (c) of this Section, if the
         vested portion of the Account does not exceed $500,000, the
         Administrator, pursuant to the election of the Participant or
         Beneficiary, shall direct the Trustee to distribute to the Participant
         or Beneficiary who elects a cash payment of his or her benefits under
         the Plan any amount to which he is entitled under the Plan in a single
         lump-sum payment in cash, to be paid to


                                       28
<PAGE>   34


         the Participant or Beneficiary within a reasonable time after the close
         of the Plan Year which is the fifth (5th) Plan Year following the plan
         Year in which the Participant separates from the service of the
         Employer. However, if the terminated Participant returns to employment
         with the Employer before distribution occurs, the distribution shall
         not be made, and shall only be made following his or her subsequent
         final termination of employment.

                  (b) Notwithstanding the foregoing, if the reason for
         distribution of benefits is the death, Disability or Retirement of a
         Participant, and if the vested portion of the Account does not exceed
         $500,000, then the distribution shall be paid to a Participant or
         Beneficiary who elects a cash payment of his or her benefits under the
         Plan in a single lump sum payment to be made within a reasonable time
         following the end of the Plan Year in which the Participant dies,
         Retires or becomes Disabled. A time period will automatically be
         considered reasonable if it extends to the thirtieth (30th) day
         following receipt by the Trustee of the report of the independent
         appraiser valuing Stock as of the Anniversary Date of the Plan Year in
         which the Participant died, Retired or became Disabled. Time periods in
         excess of the foregoing may also be considered reasonable, depending on
         the facts and circumstances.

                  (c) If the vested portion of the Account exceeds $500,000, the
         Account shall be distributed over a period of five (5) years plus one
         additional year (but not more than five (5) additional years) for each
         $100,000 or fraction thereof by which such balance exceeds $500,000.
         The dollar limits of this Subsection shall be adjusted at the same time
         and in the same manner as provided under Code Section 415(d). The
         starting date for distributions of cash under this subsection shall be
         the starting date determined pursuant to subsection (a) or (b),
         whichever shall be applicable.

                  (d) Where the Participant has elected to receive his or her
         distribution in the form of Stock, such Stock shall be distributed by
         issuance of a single certificate for whole shares of Stock in the
         Participant's Stock Account, and cash distribution of any fractional
         share. The date of distribution of Stock under this subsection shall be
         the starting date determined pursuant to subsection (a) or (b),
         whichever shall be applicable.

                  (e) If the reason for distribution of benefits shall be
         termination or partial termination of the Plan, then the benefits shall
         be distributed over a period not longer than the period specified in
         subsection 7.2(c), above, regardless of the size of the accrued benefit
         of the Participant.

                  (f) In any event, unless a Participant otherwise elects,
         payment of benefits shall commence not later than the 60th day after
         the close of the Plan Year in which the latest of the following events
         occurs: (i) the date the Participant attains his or her Normal
         Retirement Date, (ii) the date s/he terminates his or her employment
         with the Employer, or (iii) the tenth (10th) anniversary of the Plan
         Year in which s/he commenced participation in the Plan.

                  (g) The distribution of a Participant's benefits shall meet
         the requirements of Code Section 401(a)(9) and Section 411(d)(6)(C),
         and those provisions are hereby incorporated into


                                       29
<PAGE>   35


         the Plan by reference. If requested by the Participant, the life
         expectancy of a Participant and, if applicable, a Participant's spouse
         shall be redetermined annually in accordance with regulations. With
         respect to Participants who are Five Percent Owners (as defined in
         Section 2.23(c), distribution of all benefits attributable to such a
         Participant's Account must commence by April 1 of the calendar year
         following the calendar year in which the Participant attains age
         70-1/2.

                  (h) Except as provided in Section 7.10, distributions may only
         be made from the Plan on account of the Participant's Retirement,
         death, Disability, other termination of employment with the Employer,
         termination of the Plan, or, in the case specified in subsection (g),
         attainment of age 70-1/2.

         SECTION 7.3 NORMAL RETIREMENT.

                  (a) The entire Account of a Participant, as last adjusted
         pursuant to Section 6.6, shall be distributed to him or her at the time
         and in the manner specified in Section 7.2 upon his or her termination
         of employment with the Employer or a Participating Affiliate at or
         after his or her Normal Retirement Date.

                  (b) The value of the Account shall be initially determined as
         of the Anniversary Date coincident with or immediately preceding (i)
         the date a properly completed and executed form requesting a
         distribution is received by the Employer, or (ii) if later, the date
         specified in the distribution request form; the first installment
         payment made to the Participant shall be calculated by dividing the
         Account balance by the number of installment payments to be made. The
         remaining Account balance shall be revalued as of each subsequent
         Anniversary Date, and subsequent installment payments shall be
         calculated by dividing the value of the remaining Account balance by
         the number of installments remaining.

         SECTION 7.4 DEATH.

                  (a) The entire Account of a Participant as adjusted pursuant
         to Section 6.6, shall be distributed upon his or her death to his or
         her surviving spouse (who shall be the Participant's Beneficiary), or
         if none or if the surviving spouse consents to receiving less than the
         entire Account in the manner described hereinafter, to his or her
         nonspouse Beneficiaries (as hereinafter provided) at the time and in
         the manner specified in Section 7.2. A surviving spouse's consent to a
         waiver of benefits must be in writing, acknowledging the effect of such
         waiver and the Beneficiaries (specified by name or by class, contingent
         or not), and witnessed by a plan representative or notary public. A
         spouse may not revoke a consent without the written consent of the
         Participant. The consent of the Participant's surviving spouse is not
         necessary if the surviving spouse cannot be located.

                  (b) If distribution is to be made to a nonspouse Beneficiary
         it shall be made to the person or persons and in the proportions
         designated by him or her in a writing signed and filed with Employer
         prior to his or her death. Any beneficiary designation may be revoked
         or changed by written instrument signed and so filed prior to death. No
         change



                                       30
<PAGE>   36

         may be made by a married Participant without the written consent of the
         Participant's spouse as provided above. If a Participant designates
         more than one person to receive such death benefit and if any shall
         predecease him or her or die prior to complete distribution to him or
         her of his or her share without provision having been made for such
         contingency in the designation, the Trustee, pursuant to Employer
         instructions, shall distribute that share or the balance thereof to the
         surviving designee or designees proportionately as the portion
         designated by the Participant for each bears to the total portion
         designated for all others.

                  (c) If a Participant files no designation or revokes a
         designation previously filed without filing a new designation, or if
         all persons so designated shall predecease the Participant or die prior
         to complete distribution to them, the Trustee, pursuant to Employer
         instructions, shall distribute such death benefit or balance thereof to
         the Participant's estate.

                  (d) In the event a Participant dies after the payment of
         benefits is deemed to have commenced within the meaning of Section
         401(a)(9) of the Code and the regulations thereunder, any remaining
         payments shall continue to the Participant's Beneficiary on the same
         basis as payable prior to the Participant's death; provided, however,
         that the Beneficiary shall have the right to accelerate payments,
         unless otherwise specifically provided to the contrary in the
         Beneficiary designation. If a Participant (or spouse or such
         individual, as provided hereinafter) dies before s/he has begun to
         receive any distributions of his or her interest under the Plan or
         before distributions are deemed to have begun pursuant to regulations,
         the Participant's Account shall be distributed to his or her
         Beneficiary by December 31 of the fifth (5th) year after the calendar
         year of the Participant's death.

                  (e) The five-year distribution rule shall not apply if: (i)
         any portion of the Participant's (or deceased spouse of such
         individual, as provided hereinafter) interest is payable to or for the
         benefit of a Designated Beneficiary, as determined pursuant to Treasury
         Regulations Section 1.401(a)(9)-1; (ii) this portion will be
         distributed over the life of the Designated Beneficiary (or over a
         period not extending beyond the life expectancy of the Designated
         Beneficiary), where the distributions each year must be at least an
         amount determined by dividing the balance at the beginning of the time
         of distribution by the number of years remaining in the payment period;
         and (iii) the distributions commence no later than December 31 of the
         year after the calendar year of the Participant's death.

                  (f) The five-year distribution rule shall also not apply if:
         (i) the portion of a Participant's interest to which the surviving
         spouse is entitled will be distributed over the life of the surviving
         spouse (or over a period not extending beyond the life expectancy of
         the surviving spouse, which may be recalculated at least once
         annually), where the distributions each year must be at least an amount
         determined by dividing the balance at the beginning of the time of
         distribution by the number of years remaining in the payment period;
         and (ii) the distributions commence no later than the date on which the
         participant would have attained age 70-1/2, if so required under
         Section 7.2(g). If the surviving spouse dies before payments are
         required to commence, the five (5) year distribution rule and the
         exceptions to it, are to be applied as if the surviving spouse were the
         Participant.


                                       31
<PAGE>   37


                  (g) Notwithstanding the preceding, if any death benefit from a
         Plan becomes payable to the spouse of the deceased Participant or to
         the trustees of a trust to which a transfer from the estate of the
         deceased Participant would qualify for the marital deduction described
         in Section 2056 of the Code, the death benefits shall be paid to the
         spouse or such trustees within the discretion given under the Plan to
         the Employer only in such a manner that will qualify the death benefits
         for the marital deduction described in Section 2056 of the code and,
         unless specifically directed by a Participant to the contrary pursuant
         to an effective beneficiary designation, any benefits remaining after
         the death of the spouse shall be paid to the spouse's estate or such
         trustees, as the case may be.

                  (h) A Beneficiary shall be entitled to disclaim all or any
         portion of the distribution payable under this Section from the Plan.
         In the event such a disclaimer is made, the disclaimed amount shall be
         payable in the manner specified in the Participant's beneficiary
         designation, or if not so specified, to the remaining Beneficiary or
         Beneficiaries as if the disclaiming Beneficiary died on the date before
         the Participant's death. A Beneficiary who disclaims any distribution
         shall not have any, power of appointment over the amount disclaimed nor
         any other power of any nature to direct or control the disposition of
         the disclaimed amount.

         SECTION 7.5 DISABILITY. The entire Account of a Participant as adjusted
pursuant to Article 6 shall be distributed to him or her at the time and in the
manner specified in Section 7.2 upon his or her termination of employment as a
result of his or her Disability.

         SECTION 7.6 RESIGNATION OR DISCHARGE.

                  (a) If an Employee's employment with the Employer is
         terminated prior to his Normal Retirement Date for any reason other
         than death or Disability, the Trustee shall distribute to him or her
         the vested portion of his or her General Investments Account and Stock
         Account, as adjusted pursuant to Article 6 and at the time and in the
         manner specified in Section 7.2. A Participant who has attained his or
         her Normal Retirement Date prior to termination shall have a 100%
         vested (nonforfeitable) interest in his or her Accounts.

                  (b) The vested portion of a Participant's General Investments
         Account and Stock Account is the percentage of such Accounts determined
         from the following table, depending on the number of Years of Service
         for which s/he is given credit pursuant to this Section.

<TABLE>
<CAPTION>

                  Years of Service                Vested Percentage
                  ----------------                -----------------
<S>                                               <C>
                  Less than 2                            0%
                  2                                     25%
                  3                                     50%
                  4                                     75%
                  5 or more                            100%
</TABLE>


                                       32
<PAGE>   38


                  (c) For any Top Heavy Plan Year, the Vested portion of the
         Account of any Participant who has an Hour of Service after the Plan
         became Top Heavy, shall be a percentage of the total amount credited to
         his or her Account determined on the basis of the Participant's number
         of Years of Service according to the schedule set forth in subsection
         (b).

                  (d) The Participant shall be given credit for each Year of
         Service, except as limited below and except that: (i) Years of Service
         prior to the Effective Date of the Plan are disregarded; and (ii) Years
         of Service after five (5) consecutive One-Year Breaks in Service will
         not be taken into account with respect to benefits attributable to
         contributions for Plan Years prior to said five (5) consecutive
         One-Year Breaks in Service.

                  (e) A Participant who does not have a vested right to his
         Account prior to terminating employment shall be given credit for each
         Year of Service accumulated prior to such termination, if the
         Participant is rehired after a period that is less than the Years of
         Service completed prior to such termination (or five years, if
         greater), and if s/he thereafter completes at least one Year of
         Service, excluding for purposes of this determination a Year of Service
         not required to be taken into account by reason of any prior
         termination of employment.

                  (f) Notwithstanding any provision in the Plan to the contrary,
         if there are any assets in a Participant's General Investments Account
         at the time s/he would forfeit a portion of his Account, the Fair
         Market Value of the Account (including the Stock in the Account) shall
         be determined as of the date of forfeiture, and the Participant shall
         forfeit benefits in excess of his or her vested percentage multiplied
         by the total of the value of all assets in his or her Account, such
         forfeiture to be first deducted from the assets in his or her General
         Investments account and then, only to the extent necessary, from his or
         her Stock Account.

                  (g) Unless Subsection (h) applies, the portion of an Account
         of a Participant which is not vested shall be forfeited as of the
         Anniversary Date of the Plan Year which is the Plan Year after which
         the Participant has incurred five consecutive One-Year Breaks in
         Service, and said forfeiture shall be allocated in accordance with
         Section 6.8.

                  (h) If a partial distribution is made at any time when the
         Participant's vested interest in his or her Account is less than 100%
         and the Participant's vested interest in such Account may increase, a
         separate account shall be established for the Participant's interest
         remaining immediately after the distribution.. At any relevant time,
         the Participant's vested interest in the separate account will be an
         amount ("X") determined by the formula: X = P(AB + D) - D, where P is
         the vested percentage at the relevant time, AB is the account balance
         of the separate account at the relevant time, and D is the amount of
         the distribution.

                  (i) A terminated Participant with a zero vested interest in
         his or her Account shall be deemed to have received a distribution on
         the date of termination and s/he shall immediately forfeit his or her
         entire Account.


                                       33
<PAGE>   39


                  (j) Forfeitures shall be applied as provided in Section 6.8.
         Any Participant who has received a distribution on termination of
         employment which is less than the value of his or her Account resumes
         employment covered under the Plan shall be entitled to repay the amount
         so distributed without regard to the limitations on Annual Additions
         specified in Section 5.2. Deemed distributions of zero vested Accounts
         shall be automatically deemed repaid upon re-employment. The right to
         repay a lump sum distribution shall expire on the earlier of a date
         five (5) years after the terminated Employee resumes employment covered
         under the Plan or the occurrence of five consecutive One-Year Breaks in
         Service after receiving the distribution. In the event an employee
         elects to repay in full the distribution as provided in this section,
         any amounts forfeited hereunder shall be restored by the Employer,
         unadjusted by any gains or losses, within a reasonable time after such
         repayment. Restored amounts shall come first out of forfeitures and
         then out of Employer contributions.

                  (k) If a Participant has forfeited a portion of his or her
         Account, subsequently becomes eligible again to share in contributions
         of the Employer, and has not received a complete distribution of his or
         her Account, a separate Account shall be established for each
         subsequent period of eligibility. The separate Account from which
         forfeitures have previously been deducted, notwithstanding any
         provision herein to the contrary, shall be 100% vested.

         SECTION 7.7 TERMINATION OF THE PLAN.

                  (a) Notwithstanding any provision of the Plan to the contrary,
         except Section 9.4 and Section 10.6, if the Plan is terminated or the
         Employer shall completely discontinue contributions to the Plan as
         provided in Article 9, the Trust shall be adjusted as of the date of
         such termination or discontinuance and after crediting any increase or
         charging any decrease in the manner provided in Section 6.6 to all
         Accounts then existing, the Trustee shall hold or distribute the full
         amount then credited to each Participant's Account (which shall be 100%
         vested, to the extent not previously forfeited, as a result of the
         termination) as provided in Article 7.

                  (b) If the Plan shall at any time be terminated (or if
         contributions are completely discontinued), the Trust shall continue
         and the Trustee shall continue to act until all assets of the Trust
         have been distributed in accordance with the terms of the Plan.

         SECTION 7.8 CLAIMS PROCEDURE. The Administrator shall notify a
Participant in writing within 90 days of a written application for benefits of
his or her eligibility or noneligibility for benefits under the Plan. If the
Administrator determines that a Participant is not eligible for benefits or full
benefits, the notice shall set forth:

                  (a) the specific reasons for such denial;

                  (b) a specific reference to the provision of the Plan on which
         the denial is based;

                  (c) a description of any additional information or material
         necessary for the claimant to perfect his or her claim and a
         description of why it is needed; and


                                       34
<PAGE>   40


                  (d) an explanation of the Plan's claims review procedure and
         other appropriate information as to the steps to be taken if the
         Participant wishes to have his or her claim reviewed.

If the Administrator determines that there are special circumstances requiring
additional time to make a decision, the Administrator shall notify the
Participant of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional 90-day
period. If a Participant is determined by the Administrator not to be eligible
for benefits, or if the Participant believes that s/he is entitled to greater or
different benefits, s/he shall have the opportunity to have his or her claim
reviewed by the Administrator by filing a petition for review with the
Administrator within 60 days after receipt by him or her of the notice issued by
the Administrator. Said petition shall state the specific reasons the
Participant believes s/he is entitled to benefits or greater or different
benefits. Within 60 days after receipt by the Administrator of said petition,
the Administrator shall afford the Participant (and his or her counsel, if any)
an opportunity to present his or her position to the Administrator orally or in
writing, and said Participant (or his or her counsel) shall have the right to
review the pertinent documents. The Administrator shall notify the Participant
of its decision in writing within said 60-day period, stating specifically the
basis of said decision written in a manner calculated to be understood by the
Participant and the specific provisions of the Plan on which the decision is
based. If, because of the need for a hearing, the 60-day period is not
sufficient, the decision may be deferred for up to another 60-day period at the
election of the Administrator, but notice of this deferral shall be given to the
Participant. In the event of the death of a Participant, the same procedure
shall be applicable to his or her Beneficiaries.

         SECTION 7.9 PERIOD OF LIMITATIONS FOR LAWSUITS. Notwithstanding any
other provision of this Plan to the contrary, no suit or other proceeding for
the payment of benefits or other cause of action against the Plan, its
fiduciaries (including, but not limited to the Trustees, the Committee and the
Plan Administrator) or the Employer shall be permitted by any person, including
specifically, but not limited to, Participants and Beneficiaries of the Plan, if
commenced after the one hundred eightieth (180th) day following the date of the
determination of the Administrator on appeal, pursuant to Section 7.8 of this
Plan.

         SECTION 7.10 MISSING PERSONS. The amount of a Participant's Account
which is otherwise considered as non-forfeitable shall be forfeited and
reallocated to other Participants as if it were a contribution made pursuant to
Section 4.1 for the Plan Year ending 4 years after the later of (a) termination
of employment of the Participant for whom such account was. maintained, or (b)
the last date a payment from said Account was made, if at least one such payment
was made, or (c) the first date a payment was directed to be made from said
Account by the Administrator if no payments had been made, if the Administrator,
after diligent inquiry, is unable to locate the Participant or his or her
Beneficiary for purposes of making distribution. Prior to the forfeiture of his
or her Account, a Participant who cannot be located after diligent inquiry shall
be deemed to have elected distribution in the form of cash and such person's
Account may be invested by the Trustee in an interest bearing savings account.
Notwithstanding the foregoing, if at any subsequent date such person is located,
the Employer shall contribute an amount to the Trust, to be placed in an Account
for such individual, in an amount equal to the amount of reduction of Employer
contributions effected pursuant to the preceding sentence attributable to his or
her Account, but reduced by any amount paid by the Trustee or Employer to


                                       35
<PAGE>   41

any state or political subdivision under any legally applicable escheat law or
statute. The amount shall first be allocated from forfeitures, and to the extent
necessary, from Employer or Participating Affiliate contributions, as determined
by the Administrator.

         SECTION 7.11 DIVERSIFICATION.

                  (i) Each Qualified Participant (as defined below) may elect
         within 90 days after the close of each Plan Year during the Qualified
         Election Period (as defined below) to withdraw all or any part of the
         excess of 25% of his or her Adjusted Account Balance (as defined below)
         over the sum of the number of shares of Stock (adjusted for Stock
         splits, etc.) previously withdrawn pursuant to this Section 7.11. The
         resulting number of shares shall be rounded to the nearest whole
         integer. In the case of the election year in which a Qualified
         Participant can make his or her last withdrawal pursuant to this
         Section, "50%" shall be substituted for "25%" in the preceding
         sentence. The distribution shall be made in cash or in Stock as
         provided in Section 7.1 and shall be made within 90 days after the
         election period with respect to which the election is made.

         For purposes of this Section:

                           (i) "Qualified Participant" means any Employee who
                  has completed at least 10 years of participation under the
                  Plan and has attained the age of 55.

                           (ii) "Qualified Election Period" for an individual
                  means the six (6) Plan Year period beginning with the Plan
                  Year in which the individual becomes a Qualified Participant.

                           (iii) "Adjusted Account Balance" of a Qualified
                  Participant means the sum of all prior distributions of Stock
                  made pursuant to this Section in the current Plan Year or
                  prior Plan Years and the Stock in the person's Stock Account
                  as of the last day of the Plan Year preceding the applicable
                  Qualified Election Period.

                  (b) Notwithstanding anything herein to the contrary, if the
         Fair Market Value of Stock allocated to a Participant's Account on or
         before the last day of the Plan Year immediately before an election
         period during which the Participant is eligible to make a
         diversification election is $500 or less (and never exceeded this
         amount), then the above diversification of investment rules shall not
         apply. In determining whether the Fair Market Value of allocated Stock
         is $500 or less, Stock acquired which was allocated or acquired for
         Accounts of all ESOPs maintained by Affiliates shall be aggregated.

         SECTION 7.12 DIVIDEND DISTRIBUTIONS.

                  (a) If at the time a cash dividend is paid with respect to any
         Stock owned by the Plan, whether allocated or unallocated, there is
         outstanding indebtedness of the Trustee under loan(s) whose proceeds
         were used to purchase Stock, then such dividend shall be used to
         service such indebtedness and shall be treated as Plan Year assets for
         purposes of Section 6.4; provided that with respect to dividends on
         allocated Stock, such dividends may only be used to service debt to the
         extent that the following sentence is satisfied: To the extent that
         dividends on allocated Stock are used to service


                                       36
<PAGE>   42


         indebtedness, the Trustee shall allocate to the Stock Account to which
         such dividend would have been allocated, Stock from the Unallocated
         Stock Account having a Fair Market Value not less than the dividend
         used to service the indebtedness, and for this purpose, the Fair Market
         Value of Stock allocated as a result of the application of cash
         dividends on Stock held in the Unallocated Stock Account shall be taken
         into account in determining whether this requirement has been
         satisfied. Provided, however, dividends shall not reduce the number of
         shares of Stock in the Unallocated Stock Account below one.

                  (b) The Trustee shall determine which indebtedness is to be
         reduced if there is more than a single loan in existence. Allocation of
         Stock through the use of cash dividends shall be made as of the Plan
         Year the dividend would have been otherwise allocated to the Stock
         Account.

                  (c) When there is no remaining Stock in the Unallocated Stock
         Account, dividends on Stock shall be paid, not later than 90 days after
         the close of the Plan Year in which the dividend is paid to the Plan,
         to Participants or Beneficiaries of the Account to which the dividend
         is to be allocated; provided, that this time restriction shall apply
         only to the extent that the Employer is entitled to a deduction for the
         payment of such dividends. The Employer may pay the dividend directly
         to the Participants and Beneficiaries as provided in Section 404(k)(2)
         of the Code.

                  (d) Notwithstanding the foregoing, dividends of Stock may not
         be used to make payments on a loan other than a loan which was a loan
         (or refinancing of that loan) used to acquire the employer securities
         with respect to which the dividend is paid.

         SECTION 7.13 DIRECT ROLLOVERS.

         (a) General Rule. If a "distributee" of any "eligible rollover
distribution":


                  (i) elects to have such eligible rollover distribution paid
         directly to an "eligible retirement plan," and

                  (ii) specifies the eligible retirement plan to which such
         eligible rollover distribution is to be paid (in such form and at such
         time as the Administrator may prescribe),

         such eligible rollover distribution shall be made in the form of a
         "direct rollover" to the eligible retirement plan so specified by the
         distributee. Notwithstanding the forgoing, this Section 7.13 shall
         apply only to the extent the eligible rollover distribution would be
         includible in gross income if not transferred as provided above.

         (b) Definitions.


                  (i) "Distributee" means the Participant, the surviving spouse
         of a Participant, or an Alternate Payee who is a spouse or former
         spouse of a Participant.


                                       37
<PAGE>   43


                  (ii) "Eligible rollover distribution" means any distribution
         of all or any portion of the balance to the credit of an employee in a
         qualified plan, provided, however, that an eligible rollover
         distribution does not include:

                           (A) any distribution that is one of a series of
                  substantially equal periodic payments, not less frequently
                  than annually, for the life or life expectancy of the
                  distributee, or for the joint lives or life expectancies of
                  the distributee and his or her Designated Beneficiary, or for
                  a special period of 10 years or more;

                           (B) any distribution that is required under Code
                  Section 401 (a)(9), relating to minimum distribution
                  requirements;

                           (C) the portion of any distribution that is not
                  includible in income (determined without regard to the
                  exclusion for net unrealized appreciation described in Code
                  Section 402(e)(4));

                           (D) returns of Code Section 401 (k) elective
                  deferrals that are returned as a result of the Code Section
                  415 limitations;

                           (E) corrective distributions of excess contributions
                  and excess deferrals under qualified cash or deferred
                  arrangements and corrective distribution of excess aggregate
                  contributions together with the income allocable to these
                  corrective distributions;

                           (F) loans treated as distributions under Code Section
                  72(p) and not exempted by Section 72(p)(2);

                           (G) loans in default that are deemed distributions;

                           (H) dividends paid on employer securities as
                  described in Code Section 404(k);

                           (I) the cost of life insurance coverage (P.S. 58
                  costs); and

                           (J) any hardship distribution described in Code
                  Section 401(k)(2)(B)(i)(IV).

                  (iii) An "eligible retirement plan" is an individual
         retirement account described in Code Section 408(a), an individual
         retirement annuity (other than an endowment contract) described in Code
         Section 408(b), a qualified defined contribution retirement plan that
         accepts rollover distributions, or an annuity plan described in Code
         Section 403(a) that accepts rollover distributions. Notwithstanding the
         foregoing, if the distributee is the Participant's surviving spouse,
         "eligible retirement plan" shall mean either an individual retirement
         account or an individual retirement annuity (other than an endowment
         contract).


                                       38
<PAGE>   44


                  (iv) A "direct rollover" is an eligible rollover distribution
         that is paid directly to an eligible retirement plan for the benefit of
         the distributee.

         (c) Procedures.

                  (i) In General. The Plan Administrator may prescribe any
         procedure for a distributee to elect a direct rollover provided the
         procedure is reasonable. Such procedures may include any reasonable
         requirement for information or documentation from the distributee.

                  (ii) Notice. A least thirty (30) days and no more than ninety
         (90) days before making any distribution subject to this Section 7.12,
         the Plan Administrator shall provide to the distributee a written
         explanation of the rules concerning direct rollovers, income tax
         withheld on distributions not rolled over, and any other information
         required by Code Section 402(f) (the "402(f) notice"). A distributee
         may waive the 30-day notice requirement, provided the distributee has
         been advised of the right to take at least 30 days to make the direct
         rollover election.

                  (iii) $500 Rule. A distributee may elect to have a portion of
         an eligible rollover distribution paid to an eligible retirement plan
         in a direct rollover and to have the remainder paid to the distributee
         only if the portion paid to the eligible retirement plan equals at
         least $500.

                  (iv) Direct Rollover to One Account Only. An eligible rollover
         distribution (or portion thereof) may be distributed in a direct
         rollover only to a single eligible retirement plan selected by the
         distributee.

                  (v) $200 Rule. A distributee may not elect a direct rollover
         with respect to eligible rollover distributions during a year if such
         distributions are reasonably expected to total less than $ 200.

                  (vi) Method of Making a Direct Rollover. The Plan
         Administrator may accomplish a direct rollover by any reasonable means
         of direct payment to an eligible retirement plan including providing a
         distributee with a check payable to the eligible retirement plan with
         instructions to the distributee to deliver the check to the eligible
         retirement plan.

                  (vii) Default Option. If the distributee does not so elect or
         does not provide the required information in the form and at the time
         required by the Plan Administrator, the Plan Administrator shall direct
         the Trustee to make the distribution directly to the distributee and to
         withhold income taxes on such distribution equal to 20% of the value of
         such distribution (or such other amount provided under Code Section
         3405(c), as amended). Provided, however, that the Plan Administrator
         shall not make a distribution under this default option unless the
         distributee is provided with the 402(f) notice. The Plan Administrator
         shall not withhold tax from an eligible rollover distribution if such
         distribution is not


                                       39
<PAGE>   45


         subject to a direct rollover election because the distribution was not
         reasonably expected to total $200 in the year.

                  (viii) Periodic Payments. If a distribution subject to this
         Section 7.12 is to be paid in a series of periodic payments that are
         eligible rollover distributions, the following rules shall apply:

                           (A) a distributee's election to make or not make a
                  direct rollover with respect to a single payment shall control
                  whether a direct rollover is made of all subsequent payments
                  unless the distributee changes the previous election; and

                           (B) the Plan Administrator shall provide the 402(f)
                  notice described in the foregoing paragraph at least once
                  annually for as long as the periodic payments continue.

                                   ARTICLE 8
                                 ADMINISTRATION

         SECTION 8.1 ADMINISTRATOR. The Employer shall be a named fiduciary and
the Administrator of the Plan, and, as Administrator, shall administer the Plan
in accordance with its terms and shall have all powers necessary to carry out
its terms. In the event the Employer ceases business operations, the Trustee
shall assume the powers and responsibilities of the Administrator until all
assets in the Trust have been distributed.

         SECTION 8.2 DELEGATION. The Employer shall have the power, by
resolution of its Board of Directors, to delegate specific fiduciary duties and
responsibilities (other than those of the Trustee with respect to the custody
and control of the assets of the Trust). Such delegations may be to officers or
other employees of the Employer or to other individuals or entities. Any
delegation by the Employer may, if specifically stated, allow further
delegations by the individual or entity to whom the delegation has been made.
Any delegation may be rescinded by the Employer at any time.

         SECTION 8.3 COMMITTEE.

                  (a) In the exercise of its power to delegate fiduciary duties
         pursuant to Section 8.2 of this Article, the Employer may establish a
         Committee and appoint its members to assist in the administration of
         the Plan. The Committee, if so established, shall be a named fiduciary
         and, unless otherwise provided by resolution of the Board of Directors
         of the Employer, shall have the power and responsibility to:

                           (i) Adopt rules and regulations, not inconsistent
                  with the declared purposes and specific provisions of the Plan
                  for their administration;

                           (ii) Interpret and construe the provisions of the
                  Plan;

                           (iii) Determine from time to time the status of all
                  Employees, Participants, and Beneficiaries for the purposes of
                  the Plan;


                                       40
<PAGE>   46


                           (iv) Determine the rights of Employees, Participants,
                  and Beneficiaries to benefits under the Plan, the amount
                  thereof and the method and time or times of payment of the
                  same; and

                           (v) Instruct the Trustee as to the disbursement of
                  the assets of the Trust.

                  (b) Any member of the Committee may resign by delivering a
         copy of his or her written resignation to the Employer and may be
         removed by resolution of the Board of Directors of the Employer.
         Vacancies shall be filled by the Board of Directors of the Employer.

         SECTION 8.4 REPORTS AND RECORDS. The Employer and those to whom the
Employer has delegated fiduciary duties shall keep records of all their
proceedings and actions, and shall maintain all such books and account, records
and other data as shall be necessary for the proper administration of the Plan
and to comply with applicable law.

         SECTION 8.5 PAYMENT OF EXPENSES. The Employer may pay all expenses of
administering the Plan, including but not limited to Trustee's fees and expenses
incurred by persons or entities to whom fiduciary duties have been delegated. If
said expenses are not paid by the Employer, they shall be a lien against and
paid from the assets of the Trust (subject to the procedures and limitations
contained in other sections of the Plan), except for the items, the payment of
which would constitute a prohibited transaction.

         SECTION 8.6 INDEMNIFICATION. To the full extent permitted by law, the
Employer shall indemnify members of a Committee, if one is created, individual
Trustees and others to whom the Employer has delegated fiduciary duties against
any and all claims, loss, damages, expense and liability arising from their
responsibilities in connection with the Plan which are not covered by insurance
(without recourse) paid for by the Employer, unless the same is determined to be
due to gross negligence or intentional misconduct. The Employer shall also
indemnify any corporate Trustee with respect to any liability resulting from the
use of the Fair Market Value of Stock determined by the Plan Administrator (or
an independent outside appraiser selected by the Plan Administrator).

                                    ARTICLE 9
                        AMENDMENT AND TERMINATION OF PLAN

         SECTION 9.1 AMENDMENTS.

                  (a) The Employer shall have the right at any time and from
         time to time by resolution adopted by its Board of Directors to modify
         or amend the Plan in full or in part in any respect, and each such
         amendment shall become effective as of any current, prior or later date
         specified in such resolution upon the filing with the Trustee of a
         certified copy of the resolution of the Board of Directors containing
         such amendment; provided, however, that:

                           (i) No such amendment shall substantially enlarge the
                  duties and responsibilities of the Trustee without its written
                  consent thereto;


                                       41
<PAGE>   47



                           (ii) No such amendment shall either directly or
                  indirectly have the effect of giving the Employer any interest
                  in any part of the corpus or income of the Trust or cause such
                  assets to be used for or diverted to purposes other than for
                  the exclusive benefit of Participants and their Beneficiaries
                  except as specifically provided herein to the contrary; and

                           (iii) No such amendment shall reduce the vested
                  amount properly credited to any Account of a Participant or
                  Beneficiary without his or her consent except to the extent
                  necessary or advisable, in the judgment of the Board of
                  Directors of the Employer to comply with any requirement of
                  statutory or general law or to enable the Trust to qualify or
                  remain qualified as an employees' trust exempt from taxation
                  under Federal laws or to enable the contributions by the
                  Employer hereunder to be deductible under the provisions of
                  any applicable law or regulation in computing income subject
                  to any tax based on or measured by income.

                  (b) Any such amendment shall be made by resolution of the
         Board of Directors of the Employer (except any amendment necessary to
         initially qualify the Plan under Section 401(a) of the Code may be made
         by the authorized officers of the Employer). Any amendment adopted
         under the provisions of this Section shall be deemed a part of the Plan
         as if incorporated herein, and the Plan shall be deemed amended
         accordingly.

         SECTION 9.2 TERMINATION OF PLAN. The Employer has adopted the Plan with
the bona fide intention and expectation that it will be able to make its
contributions indefinitely, but the Employer is not and shall not be under any
obligation or liability whatsoever to continue its contributions or to maintain
the Plan for any given length of time and may, in its sole and absolute
discretion, discontinue its contributions or terminate its participation in the
Plan at any time without any liability whatsoever for such discontinuance or
termination.

         SECTION 9.3 TIME OF TERMINATION. The Plan hereby created shall
automatically terminate upon the complete discontinuance of contributions by the
Employer to the Plan or shall terminate as of the date specified by resolution
by the Board of Directors of the Employer terminating the Plan.

         SECTION 9.4 DISTRIBUTIONS.

                  (a) Upon termination of the Plan or the complete
         discontinuance of contributions by the Employer for any reason
         whatsoever, the Trustee shall, if requested by the Employer, distribute
         to the Employer the shares of Stock held by the Trustee in the
         Unallocated Stock Account directly attributable to outstanding loans
         made or guaranteed by the Employer (but not having a Fair Market Value
         in excess of the amount of such loans (principal and interest) at the
         time of the distribution), and such distribution shall constitute a
         full release and indemnity of the Trust and Trustee by the Employer for
         any such loan or loans. In such event, the Employer shall use its best
         efforts to have the Trustee and Trust released by all lenders who have
         loaned money to the Trustee for the purchase of Stock for the Plan, and
         to the extent of the unpaid balance of any such loan,


                                       42
<PAGE>   48


         shall use its best efforts to have a novation of the debt so that the
         Employer is the sole debtor. Alternatively, the Employer may direct the
         Trustee to sell sufficient shares of unallocated Stock (to the Employer
         or another purchaser) to enable it to pay off the remaining debt. Any
         remaining shares or proceeds from the sale of shares held in the
         Unallocated Stock Account of the Plan shall, subject to the terms of
         the pledge agreement, be allocated as of the date of termination or
         discontinuance to all Participants (active or inactive) who have an
         Account under the Plan, in proportion to the number of shares of Stock
         allocated to their Stock Accounts as of said date without regard to
         this Section. Such amounts shall not be considered as Annual Additions.

                  (b) In the event of termination of the Plan, or the complete
         discontinuance of contributions to the Plan by the Employer, all assets
         of the Trust allocated to General Investments or Stock Accounts shall
         become nonforfeitable, except to the extent specifically provided
         herein to the contrary, and shall be held or distributed in accordance
         with the provisions of Section 7.7.

         SECTION 9.5 PARTIAL TERMINATION. Upon termination of the Plan with
respect to a group of Participants which constitutes a partial termination of
the Plan, as determined by the Employer, the Trustee shall allocate and
segregate for the benefit of such Participants, the proportionate interest of
such persons in the Trust, as determined by the Trustee. The Accounts of all
such persons shall become nonforfeitable to the extent required by law and the
Trustee shall hold or distribute the segregated assets of the Trust to said
persons according to the provisions of Section 7.7 as if it were a total
termination of the Plan.

                                   ARTICLE 10
                                  MISCELLANEOUS

         SECTION 10.1 NO GUARANTY OF EMPLOYMENT. The adoption and maintenance of
the Plan and Trust shall not be deemed to be a contract between the Employer or
any Affiliate and any Employee. Nothing herein contained shall be deemed to give
any Employee the right to be retained in the employ of the Employer or to
interfere with the right of the Employer or any Affiliate to discharge any
Employee, at any time, nor shall it be deemed to give the Employer the right to
require any Employee to remain in its employ, nor shall it interfere with the
Employee's right to terminate his or her employment at any time.

         SECTION 10.2 CONSTRUCTION OF AGREEMENT.

                  (a) This Plan shall be construed according to the laws of the
         State of Minnesota to the extent not preempted by Federal law;
         provided, however, that if any provision is susceptible to more than
         one interpretation, such interpretation shall be given thereto as is
         consistent with this Plan and the Trust being a qualified plan and
         trust within the meaning of Code Section 401. If any provision of this
         instrument shall be held by a court of competent jurisdiction to be
         invalid or unenforceable, the remaining provisions hereof shall
         continue to be fully effective. If any provision is determined, by the
         Administrator, a governmental agency or a court of competent
         jurisdiction, to be in violation of any statute, regulations, rulings
         or case law, such provision may be eliminated or modified by the
         Employer as necessary to bring it into compliance, and


                                       43
<PAGE>   49


         Participants and Beneficiaries shall have no enforceable rights under
         the noncomplying provisions.

                  (b) The Employer, or the Committee to the extent of its
         delegated powers, has exclusive authority to determine conclusively for
         all parties all questions arising in the administration of the Plan,
         except as the Plan may expressly and unambiguously give discretionary
         power to Participants or Beneficiaries. The Employer (or Committee) has
         discretionary authority to interpret and construe the terms of the Plan
         and to determine all questions of eligibility and status of Employees,
         Participants and Beneficiaries under the Plan and the amounts of their
         respective interests. Employer (or Committee) determinations are
         binding on all persons, subject to the claims procedures of the Plan.

         SECTION 10.3 SPENDTHRIFT PROVISION. To the maximum extent permitted by
law, benefits payable hereunder, and any interest of a Participant or
Beneficiary in the Trust shall not be subject to assignment, transfer or
anticipation or otherwise alienable either by voluntary or involuntary act or by
operation of law, nor subject to attachment, execution, garnishment,
equestration or other seizure, under any legal or equitable process.

         SECTION 10.4 QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any
other provision of this Plan, all rights and benefits, including election
rights, that are provided to a Participant under this Plan shall be afforded to
any "alternate payee" under a "qualified domestic relations order."
Distributions to an "alternate payee" shall not be permitted until the
Participant has separated from service and has reached the "earliest retirement
age" under the Plan. For purposes of this Section, the words "alternate payee,"
"qualified domestic relations order" and "earliest retirement age" shall have
the meaning specified in Code Section 414(p).

         SECTION 10.5 HEADINGS. Headings and subheadings herein are inserted for
convenience of reference only and are not to be construed in the interpretation
or the construction of the provisions of the Plan.

         SECTION 10.6 LIMITATION ON EMPLOYER'S AND TRUSTEE'S LIABILITY. Neither
the Trustee nor the Employer guarantees the benefits payable under the Plan or
Trust, and payments which are specified to be made to Participants and
Beneficiaries shall be made exclusively from the assets of the Trust.

         SECTION 10.7 RETURN OF CONTRIBUTIONS.

                  (a) In no event shall any part of the Trust assets be paid to
         or become vested in the Employer, or be used for any purpose whatsoever
         other than for the exclusive benefit of Participants and their
         Beneficiaries, except as specifically provided herein to the contrary,
         and except that contributions of the Employer may be returned if:

                           (i) The contribution was conditioned on the
                  qualification of the Plan under Section 401(a) of the Code,
                  the Plan does not so qualify, and the contribution is returned
                  within one year after the Plan is found to not so qualify;

                           (ii) The contribution was made due to a mistake of
                  fact, the contribution is returned within one year of the
                  mistaken payment of the


                                       44
<PAGE>   50


                  contribution and the return satisfies the requirements of the
                  last paragraph of this Section; or

                           (iii) The contribution was conditioned on its
                  deductibility, the deduction is disallowed, the contribution
                  is returned within one year of the disallowance of the
                  deduction, and the return satisfies the requirements of the
                  last paragraph of this Section.

                  (b) The return of a contribution to the Employer satisfies the
         requirements of this paragraph if the amount so returned (i) does not
         exceed the amount which would have been contributed had there been no
         mistake of fact or error in determining the deduction, as the case may
         be, (ii) does not include the net earnings attributable to such
         contribution, (iii) is reduced by any net losses attributable to the
         contribution, and (iv) does not reduce the Account of any Participant
         to less than such Account would have been had the returned contribution
         never been made.

         SECTION 10.8 MERGER. The Plan shall not be merged or consolidated with
any other plan and no assets or liabilities of the Plan shall be transferred to
any other plan unless each person having an interest in the Trust could (if the
Plan were then terminated) receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit s/he
would have been entitled to receive immediately before the merger, consolidation
or transfer (if the Plan had then terminated).

         SECTION 10.9 CERTAIN OFFSETS PERMITTED. Notwithstanding any other
provision of this Plan to the contrary, an offset to a Participant's accrued
benefit against an amount that the Participant is ordered or required to pay to
the Plan with respect to a judgement, order or decree issued, or a settlement
entered into on or after August 5, 1997, shall be permitted in accordance with
Code Sections 401(a)(13)(C) and (D).

                                   ARTICLE 11
                          AGREEMENT TO PURCHASE STOCK

         SECTION 11.1 STOCK SUBJECT TO THIS ARTICLE.

                  (a) This Article shall apply to Stock acquired by the Trust
         and distributed to Participants or their Beneficiaries hereunder for
         any periods when ownership of the Stock is not restricted to active
         Employees and the Plan. Each certificate representing shares of Stock
         acquired by the Trust and each Stock certificate representing shares of
         Stock distributed to a Participant or Beneficiary hereunder shall be
         endorsed substantially as follows:

                  "The shares represented by this certificate are transferable
                  only upon compliance with the terms of Lawson Software
                  Employee Stock Ownership Plan, effective as of June 1, 1993, a
                  copy of which is on file with the secretary of Lawson
                  Associates, Inc. at its registered office, the provisions of
                  which include restrictions on transferability and a right of
                  the shareholder to require the Employer to purchase shares
                  represented by this certificate under certain circumstances as
                  provided in said Plan."


                                       45
<PAGE>   51


         In addition, to the extent applicable, the following legend will be
placed on each Stock certificate distributed under the Plan:

                  "The shares represented by this certificate have not been
                  registered under the Federal Securities Act of 1933 or under
                  any applicable state securities law and may not be sold or
                  otherwise disposed of for value, or transferred, except
                  pursuant to registration, exemption from registration, or
                  operation of law. The holder is required to obtain an opinion
                  of legal counsel satisfactory to Lawson Associates, Inc. to
                  the effect that the shares may be transferred without
                  registration if any exemption is claimed."

                  (b) Provided, however, that failure to so endorse any of such
         Stock certificates shall not render this Section invalid or
         inapplicable. The Employer shall keep a copy of the Plan available for
         inspection by all properly interested parties at its registered office.

         SECTION 11.2 NON-TERMINABLE PROVISIONS.

                  (a) No Stock shall be subject to any put, call or other
         option, or buy-sell or similar arrangement when held by or distributed
         from the Plan, except for the following put option and the right of
         first refusal set forth in Section 11.3.

                  (b) Any share of Stock distributed from the Plan shall be
         subject to the following put option if such Stock is not or ceases to
         be publicly traded or becomes subject to a trading limitation. This
         Stock will be considered as publicly traded at any time if it is then
         listed on a national securities exchange registered under Section 6 of
         the Securities Exchange Act of 1934 or is quoted on a system sponsored
         by a national securities association registered under Section 15A(b) of
         the Securities Exchange Act. The Stock will be treated as subject to a
         "trading limitation" only if any federal or state securities law, or
         any regulation thereunder, makes the Stock not as freely tradable as
         Stock not subject to such restrictions.

                  (c) The put option is exercisable only by the Participant who
         receives such shares from the Plan, by his donees, or by a person
         (including an estate or its distributee) to whom the Stock passes by
         reason of a Participant's death. The put option will apply only if,
         within the put option periods described below, the Stock is not or
         ceases to be publicly traded without restriction. The first put option
         period shall be for 60 days following the date the stock is distributed
         to any individual who may exercise the put option. If the individual
         does not exercise the put option within such 60-day period, then such
         option shall lapse and a second and final put option period shall
         commence as of the first day of the fifth (5th) month in the Plan Year
         following the Plan Year within which the first 60-day option period
         lapsed. This final put option period shall be for 60 days after
         individuals holding the put option are notified of the Fair Market
         Value.

                  (d) If, within either or both of said put option periods, the
         Stock was publicly traded without restrictions, but ceases to be
         publicly traded without restrictions, the Plan Administrator will
         notify each such security holder in writing on or before the tenth
         (10th) day after the date the Stock ceases to be so traded that for the
         remainder of the put option


                                       46
<PAGE>   52


         period the Stock is subject to the put option. If such notice is not
         given within ten (10) days, a day shall be added to the duration of the
         put option during which the Stock issued to be publicly traded without
         restriction for each day after said ten (10) day period such notice has
         not been given. Such notice must inform distributees of the terms of
         the put option they are to hold.

                  (e) The put option requires the Employer to purchase the Stock
         and is to be exercised by the holder notifying the Plan Administrator
         in writing that the put option is being exercised. The Plan is granted
         the option to assume the rights and obligations of the Employer at the
         time the put option is exercised. The period during which a put option
         is exercisable does not include any time when the distributee is unable
         to exercise it because the Employer is prohibited from honoring it by
         applicable federal or state law. The price of the put option shall be
         the Fair Market Value of the Stock as of the most recent Accounting
         Date as the time of exercise of the put option; except in the case of a
         transaction between the Plan and a disqualified person, as defined in
         Section 4975(e)(2) of the Code, in which case the price must be
         determined as of the date of the transaction. Notwithstanding the
         above, if the Plan Administrator determines that there has been a
         significant change in the value of the Stock, it may cause a more
         current determination of Fair Market Value to be used for transactions
         with non-disqualified persons on and after such date as the Plan
         Administrator may determine.

                  (f) The payment terms shall be as described below, unless the
         Employer or Plan, as the case may be, specifies payment at an earlier
         period of time. When the Employer is repurchasing the Stock under the
         put option where the Account in question has been distributed in a lump
         sum payment, the Employer may exercise its option to repurchase the
         Stock on an installment basis over a period of five (5) years with the
         first payment being made within 30 days of the exercise of the put
         option. If the holder agrees, the repurchase period may be extended to
         a total of ten (10) years. A reasonable rate of interest must be paid
         on any deferred payments. The Plan Administrator shall determine this
         rate in accordance with uniform rules. The seller must be given a
         promissory note, the full payment of which could be required by the
         holder if the repurchaser defaults in the payment of a scheduled
         installment payment, and must be given adequate security in accordance
         with Treasury Rules Section 54.4975-7(b)(12)(iv) (or any successor
         regulation).

                  (g) If, the distribution of the Account is in a form other
         than a lump sum distribution, the Stock shall be paid for within 30
         days from the date of the exercise of the option as to each partial
         distribution.

                  (h) Payment under the put options described above shall not be
         restricted by the terms of any loan.

         SECTION 11.3 RIGHT OF FIRST REFUSAL.

                  (a) Any share of Stock shall be subject to the following right
         of first refusal if such Stock is not publicly traded at the time the
         right may be exercised. Stock will be considered as publicly traded at
         any time if it is then listed on a national securities


                                       47
<PAGE>   53


         exchange registered under Section 6 of the Securities Exchange Act of
         1934 or is quoted on a system sponsored by a national securities
         association registered under Section 15A(b) of the Securities Exchange
         Act.

                  (b) The right of first refusal applies to any holder who
         receives the Stock or to whom the Stock passes from the Plan. It does
         not apply in the case where there is no distribution of Stock due to a
         provision in the bylaws or Articles of Incorporation of the Employer
         prohibiting a non-Employee from owning Stock. Such holder may not
         transfer or in any way dispose of such Stock without first offering to
         sell the Stock to the Plan. Such offer shall be made in the form of a
         written notice to the Trustee and the Employer disclosing: (i) the
         name(s) of the proposed transferee(s) of the Stock; (ii) the
         certificate number and number of shares of the Stock proposed to be
         transferred; (iii) the proposed price; and (iv) all other terms of the
         proposed transfer.

                  (c) Within 14 days after such notice is given, the Trustee
         shall have the option to purchase all or a part of such Stock. If the
         Trustee decides to exercise this right of first refusal, the price
         shall be the Fair Market Value of the Stock as of the most recent
         Anniversary Date at the time of the exercise of the right (except in
         the case of a transaction between the Plan and a disqualified person,
         as defined in Section 4975(e)(2) of the Code, in which case the price
         must be determined as of the date of the transaction) or the proposed
         price and other terms of the transfer, whichever is greater.

                  (d) In the event that the Trustee notifies the Employer that
         the Trustee does not intend to exercise the option to purchase the
         Stock and in the event the 14-day period has not expired, the Employer
         shall have the option to purchase all or a part of such securities, for
         the purchase terms described previously, which option must be exercised
         within 14 days after such notice is given to the Trustees.

                  (e) In the event that neither the Trustee nor the Employer
         exercises the option to purchase such Stock, the holder shall have the
         right to transfer or otherwise dispose of such Stock in accordance with
         the terms of the transfer set forth in the written notice to the
         Trustee and the Employer, provided such transfer is effected within 15
         days after the expiration of the 14-day option period. If the transfer
         is not effected within such period, the Plan and the Employer must
         again be given an option to purchase, as provided in this Section.

         SECTION 11.4 NONLAPSE. The provisions of Sections 11.1, 11.2 and 11.3
shall not lapse and shall continue to be applicable to Stock even if the Plan
ceases to be an employee stock ownership plan described in Code Section
4975(e)(7).

                                   ARTICLE 12
                            TOP HEAVY PLAN PROVISIONS

         Notwithstanding any provision of the Plan to the contrary, the
provisions of this Article shall govern for any Plan Year in which the Plan is a
Top Heavy Plan as of the Determination Date of the Plan.


                                       48
<PAGE>   54


         SECTION 12.1 SPECIAL DEFINITIONS. Whenever used in this Plan the
following terms shall have the respective meanings set forth below, unless the
context clearly requires otherwise, and when the defined meaning is intended the
term is capitalized.

                  (a) "Determination Date" for a plan year of a plan means the
         last day of the preceding plan year of the plan, or in the case of the
         first plan year of the plan, the last day of such plan year.

                  (b) "Key Employee" is defined in Section 2.23 of the Plan.

                  (c) "Permissive Aggregation Group" means the Required
         Aggregation Group of plans plus any other plan or plans of the Employer
         or the Affiliates which, when considered as a group with the Required.
         Aggregation Group, would continue to satisfy the requirements of Code
         Sections 401(a)(4) and 410.

                  (d) "Required Aggregation Group" means:

                           (i) Each qualified plan maintained by the Employer or
                  Affiliates in which at least one Key Employee participates;
                  and

                           (ii) Any other qualified plan of the Employer or
                  Affiliates which enables such plan to meet the requirements of
                  Code Sections 401 (a)(4) and 410.

         The Required Aggregation Group shall include any terminated plan
maintained by the Employer or Affiliates during the five-year period ending on
the Determination Date if the plan would have been included in the Required
Aggregation Group had it not been terminated.

                  (e) "Super Top Heavy Plan" is defined in Section 2.39 of the
         Plan.

                  (f) "Top Heavy Plan" is defined in Section 2.41 of the Plan.

                  (g) "Top Heavy Ratio."

                           (i) For a group of qualified plans maintained by the
                  Employer or an Affiliate the Top Heavy Ratio means a fraction,
                  the numerator of which is the sum of account balances under
                  the defined contribution plans (including any simplified
                  employee benefit plan) for all Key Employees and the present
                  value of accrued benefits under the defined benefit plans for
                  all Key Employees, and the denominator of which is the sum of
                  the account balances under the defined contribution plans
                  (including any simplified employee benefit plan) for all
                  participants and the present value of accrued benefits under
                  the defined benefit plans for all participants as of the
                  Determination Date. Both the numerator and denominator of the
                  Top Heavy Ratio are adjusted for a distribution of any part of
                  an account balance or an accrued benefit made in the five-year
                  period ending on the Determination Date.

                           (ii) For purposes of determining the Top Heavy Ratio,
                  the following rules apply. The value of account balances and
                  the present value of accrued


                                       49
<PAGE>   55

                  benefits will be determined as of the most recent Valuation
                  Date that falls within or ends with the twelve-month period
                  ending on the Determination Date. Contributions allocated to
                  accounts for the first year of a plan which are to be
                  allocated as of a date not later than the Determination Date
                  but have not been made as of that date shall be counted as a
                  part of the account balance. A similar rule shall apply for
                  all years of plans subject to minimum funding standards,
                  including contributions which have been waived, or not made
                  and which result in a funding deficiency. The account balances
                  and accrued benefits of a participant who is not a Key
                  Employee but who previously was a Key Employee will be
                  disregarded. The accrued benefit of a person who has not
                  performed any services for the Employer or Participating
                  Affiliate during the five (5) year period ending on the
                  Determination Date is excluded from the calculation to
                  determine top heaviness. The account balances and accrued
                  benefits under plans other than the plan being tested for top
                  heaviness which are maintained by an entity other than the
                  Employer attributable to periods such entity was not an
                  Affiliate shall be disregarded. The beneficiaries of account
                  balances and accrued benefits of a deceased participant shall
                  be treated as a participant with respect to the benefits
                  received.

                           (iii) The calculation of the Top Heavy Ratio, and the
                  extent to which distributions, rollovers, and transfers are
                  taken into account will be made in accordance with Code
                  Section 416 and the regulations thereunder. 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. The present value of
                  accrued benefits for a defined benefit plan shall be
                  determined as of the Determination Date using reasonable
                  actuarial assumptions specified by the Employer, but if none
                  are specified, then an interest rate of five percent (5%) per
                  annum and the 1984 Unisex Pension Mortality Table shall be
                  used. The references to plans only include qualified plans.

                  (h) "Valuation Date" for purposes of determining the value of
         plan accounts of a Top Heavy Plan shall be the same date as the
         Determination Date.

         SECTION 12.2 MINIMUM ALLOCATION. The provisions of this Section shall
not apply to an individual to the extent the individual is covered under any
other plan or plans of the Employer or an Affiliate, and the Employer has
provided that the minimum allocation or benefit requirements applicable to Top
Heavy Plans will be met other than as provided in this Section. Any contribution
to be made to the Trust by the Employer for a Plan Year and forfeitures, if any,
shall be allocated among the individuals entitled to participate in Employer's
contribution to the Trust for the Plan Year in the proportion that the Top Heavy
Compensation paid by the Employer to each such individual bears to the 415
Compensation paid by the Employer to all such individuals. Allocations shall be
made even though, under other Plan provisions, the individual would not
otherwise be entitled to receive an allocation for the Plan Year because of: (i)
the individual's failure to complete 1,000 Hours of Service during the Plan
Year; (ii) the individual's failure to make mandatory contributions to the Plan;
or (iii) the individual's Compensation was less than a stated amount. In the
event the Employer or an Affiliate maintains any other plan which with this Plan
is a part of a Permissive Aggregation Group and


                                       50
<PAGE>   56


any other plans not in the Permissive Aggregation Group to which the Employer or
an Affiliate contributes, the following rules shall apply to the allocation of
Employer contributions and forfeitures, if any, pursuant to this Section.

                  (a) If such other plan or plans are defined contribution
         plans, and an individual does not participate in such other plan or
         plans, the Employer's contributions and forfeitures, if any, credited
         to the Account of an individual who is not a Key Employee for the Plan
         Year shall in no event be less than the lesser of (i) three percent
         (3%) of the individual's Top Heavy Compensation (four percent (4%) of
         an individual's (whether or not the individual is a Key Employee) 415
         Compensation if the Plan is Top Heavy and the limitations Article XII,
         Section 4 would otherwise apply); or (ii) the percentage of 415
         Compensation allocated under this Plan and all other defined
         contribution plans to the accounts of the Key Employee whose total
         allocation (expressed as a percentage of 415 Compensation) of Employer
         and Affiliate contributions and forfeitures, if any, is the highest for
         the Plan Year.

                  (b) If such other plan or plans are defined contribution plans
         and the individual participates in at least two (2) defined
         contribution plans, the minimum Employer contribution described in
         subsection (a) above shall be reduced by the contributions of the
         Employer and Affiliates and forfeitures, if any, made on the
         individual's behalf to each other plan or plans in which the individual
         also participates.

                  (c) If such other plan or plans include a defined benefit plan
         in which an individual does not participate and this Plan enables the
         defined benefit plan to meet the requirements of Code Sections
         401(a)(4) and 410 and is a part of a Required Aggregation Group,
         Employer contributions and forfeitures, if any, credited to the Account
         of an individual who is not a Key Employee shall not be less than three
         percent (3%) of his 415 Compensation (four percent (4%) of an
         individual's 415 Compensation (whether or not the individual is a Key
         Employee) if the Plan is Top Heavy and the limitations of Section 4 of
         this Article would otherwise apply), reduced by Employer and Affiliate
         contributions or forfeitures, if any, made and required to be made on
         the individual's behalf under any other defined contribution plan
         maintained by the Employer or Affiliate in which the individual
         participates.

                  (d) If such other plan or plans include a defined benefit plan
         in which an individual does participate, the amount of Employer
         contributions and forfeitures, if any, credited to the Account of an
         individual who is not a Key Employee shall in no event be less than
         five percent (5%) of his 415 Compensation (seven and one-half percent
         (7 1/2%) of an individual's 415 Compensation (whether or not the
         individual is a Key Employee) if the plan is Top Heavy and the
         limitations of Section 4 of this Article would otherwise apply),
         reduced by Employer and Affiliate contributions, and forfeitures, if
         any, to his account in any other defined contribution plan in which the
         individual participates (including any provisions in the plan that
         provides for a minimum benefit), and reduced further by the comparable
         contributions that would have to be made to this Plan to provide the
         individual's accrued benefit (including any provisions in the plan that
         provides for a minimum benefit) under the defined benefit plan.


                                       51
<PAGE>   57


                  (e) In the event the Employer or an Affiliate does not
         maintain any other plan which with this Plan is a part of a Permissive
         Aggregation group, the following rules shall apply to the allocation of
         Employer contributions and forfeitures, if any, pursuant to this
         Section. The Employer contributions and forfeitures, if any, credited
         to the Account of an individual who is not a Key Employee for the Plan
         Year shall in no event be less than the lesser of three percent (3%) of
         the individual's 415 Compensation, or the percentage of 415
         Compensation allocated under this Plan to the Account of the Key
         Employee whose total allocation (expressed as a percentage of 415
         Compensation) of Employer contributions and forfeitures, if any, is the
         highest for the Plan Year.

                  (f) Any amounts not allocated because of the limitations set
         forth previously in this Section shall be allocated in accordance with
         the allocation provisions set forth in Article 5 of the Plan. The
         minimum allocation set forth in subparagraphs (a) and (b) of this
         Section is determined without regard to any Social Security
         contribution. The amount of the minimum allocations described in this
         Section shall be computed as of the last day of the plan year for each
         plan that is within the same calendar year.

         SECTION 12.3 VESTED ACCOUNT BALANCE.

                  (a) For any Plan Year in which this plan is Top Heavy, the
         vested portion of an individual's benefit within the meaning of Code
         Section 411(a)(7), shall be the vested percentage determined pursuant
         to Section 7.6.

                  (b) This vesting schedule shall also apply to benefits accrued
         before the Plan became Top Heavy. Further, no reduction in vested
         benefits may occur in the event the Plan's status as Top Heavy changes
         for any Plan Year.

                  (c) For purposes of this Section, the term "Year of Service"
         shall mean: individual's Year of Service otherwise credited for vesting
         purposes under the Plan. In the event the Plan is no longer Top Heavy
         as of a subsequent Determination Date; any Participant with three (3)
         or more Years of Service as of the time the Plan ceases to be Top Heavy
         may elect to continue to have his vested percentage calculated in
         accordance with this Section or in accordance with other provisions of
         this Plan if his vested percentage under such other provisions is
         greater.

         SECTION 12.4 LIMITATION ON BENEFITS. If the Participant is a
Participant in the Plan and any defined benefit plan maintained by the Employer
or an Affiliate, the sum of such Participant's defined benefit plan fraction and
defined contribution plan fraction, as determined pursuant to Code Section
415(e)(as modified by Code Section 416(h)) for any plan year may not exceed one
(1). The Employer may, in calculating the defined contribution plan fraction,
elect to apply the transitional rule provided in Code Section 415(e)(6) as
modified by Code Section 416(h)(4). Provided the Plan is not a Super Top Heavy
Plan, and Code Section 416(h) would otherwise be applicable to the Plan, a
Participant's defined benefit plan fraction will be determined solely in
accordance with Code Section 415(e) and additional minimum contributions or
benefits will be provided all Participants in accordance with Section 2 of this
Article.


                                       52
<PAGE>   58


                                   ARTICLE 13
                           PARTICIPATION BY AFFILIATES

         SECTION 13.1 IN GENERAL. The Employer may be a member of a group of
corporations or businesses which is an Affiliate, and one or more of said group
of corporations or businesses may wish to adopt this Plan. The provisions of
this Article set forth the terms and conditions relating to said adoption of
this Plan by an Affiliate.

         SECTION 13.2 ADOPTION.

                  (a) The Employer may permit any other Affiliate to adopt this
         Plan and thereby become a Participating Affiliate by action by the
         Affiliate's officer(s) or other governing body and by the execution of
         a written acceptance of such adoption by the Employer. Unless otherwise
         specified, the terms and conditions of the Plan applicable to Employees
         of the Employer shall be applicable to Employees of Participating
         Affiliates. Notice of this adoption shall be given by the Employer to
         the Trustee. The adoption shall specify the effective date of the
         adoption and any other special provisions applicable to the
         Participating Affiliate. For example, a special definition of
         Compensation, eligibility or benefit accrual provisions may be
         applicable to the Participating Affiliate. After the effective date of
         the adoption by the Participating Affiliate, the Plan shall apply to
         Employees of the Participating Affiliate.

                  (b) The adoption of this Plan by the Participating Affiliate
         shall not be deemed to be a contract between the Participating
         Affiliate and any of its Employees. In addition, the Participating
         Affiliate does not guarantee the benefits payable under the Plan and
         Trust Agreement. Except as specifically provided in the Plan to the
         contrary, in no event shall any part of the Trust assets be paid to or
         become vested in the Participating Affiliate.

         SECTION 13.3 ADMINISTRATION. In the event that a Participating
Affiliate adopts this Plan, except for the specific provisions contained in the
adoption document, in this Article, or in any resolution made by the Employer's
Board of Directors, the Employer shall have complete authority and control to
administer the Plan and to delegate specified fiduciary duties and
responsibilities and shall be deemed the Plan Administrator for all purposes.
Any administration or delegation pursuant to this Plan may be rescinded by the
Employer at any time. The Employer in its sole discretion shall also have the
authority to allocate the responsibility for payment of expenses of the
administration of the Plan among itself and the various Participating
Affiliates, to the extent not paid by the Plan or Trust.

         SECTION 13.4 AMENDMENT. Whether or not Affiliates have adopted this
Plan, only the Employer shall have the right to amend this Plan and to specify
the effective date of such amendment. However, any amendment of this Plan shall
be communicated to each Participating Affiliate. Unless a Participating
Affiliate elects to withdraw from the Plan within five days of notice of the
amendment, it shall be deemed to have agreed to and accepted the amendment. No
notice shall be required if the Board of Directors of the Participating
Affiliate consists of the same persons as the Board of Directors of the
Employer, or if all of the directors of the Participating Affiliate are members
of the Board of Directors of the Employer.


                                       53
<PAGE>   59


         SECTION 13.5 TERMINATION OR WITHDRAWAL.

                  (a) Any Participating Affiliate may discontinue contributions
         or withdraw from the Plan by delivering a notice adopted by the
         Participating Affiliate's Board of Directors or other governing body to
         the Employer, specifying the date of its discontinuance or withdrawal.
         The Employer shall certify such discontinuance or withdrawal to the
         Trustee. Such notice shall specify whether such Participating Affiliate
         intends to continue a plan through the use of a separate document. If a
         Participating Affiliate completely discontinues contributions to the
         Plan, is adjudicated bankrupt, has its assets assigned to or for the
         benefit of creditors, or is dissolved, such an event shall terminate
         its participation in the Plan. A withdrawal or termination of
         participation by a Participating Affiliate shall not constitute a
         termination of the plan, unless the Employer and all Participating
         Affiliates withdraw and/or terminate their participation in the Plan. A
         withdrawal or termination of participation in the Plan by a
         Participating Affiliate shall not constitute a partial termination of
         the Plan, unless specified in writing by the withdrawing Participating
         Affiliate, or except as may result by operation of law.

                  (b) If a Participating Affiliate is withdrawing from the Plan
         and has established a substantially identical plan, the Trustee of this
         Plan shall transfer the assets of Participants who are employed by the
         withdrawing Participating Affiliate at the time of the withdrawal to
         the funding agent of said plan. If a Participating Affiliate is
         withdrawing or terminating from the Plan and has not established a
         substantially identical plan within a reasonable period, the Trustee
         shall: (i) transfer any assets in the Unallocated Stock Account
         established in accordance with Section 5.2 attributable to the
         Participating Affiliate's contributions to said Affiliate to the extent
         it may not then be allocated pursuant to Section 5.1 to the Accounts of
         Participants who are employed by the withdrawing Participating
         Affiliate at the time of the withdrawal or termination; and (ii)
         declare all Accounts of Participants who are employed by the
         withdrawing Participating Affiliate at the time of the termination or
         withdrawal as non-forfeitable, credit any increase or charge any
         decrease to all such Accounts then existing in the manner provided in
         Article 6, and hold or distribute the full amount then credited to each
         such Account as provided in Section 7.2. The provisions of Section 9.4
         shall only apply if the entire Plan is being terminated. In such event,
         any allocation to Participants shall be made to Participants employed
         by all Participating Affiliates and the Employer in proportion to their
         Credited Compensation as of the date of the allocation in that Plan
         Year.

         SECTION 13.6 APPLICATION OF TERMS OF THE PLAN.

                  (a) Eligibility. Eligibility to participate in the Plan shall
         be determined separately with respect to each Participating Affiliate.

                  (b) Determination of Contributions. The Employer and each
         Participating Affiliate shall determine and make its own contributions
         to the Plan, including the individual discretion to make a special
         contribution for the Accounts of Employees who received less of an
         allocation due to an oversight or mistake of fact or law. If according
         to the Plan amounts previously forfeited are to be restored by the
         Employer, the


                                       54
<PAGE>   60


         Participating Affiliate or Employer who last employed the individual to
         whom the forfeiture was attributable shall restore such forfeiture.
         Each Participating Affiliate may make its contribution under the Plan
         for any Plan Year, or partial payments of such contribution, at any
         time during such Plan Year or within the time following the close of
         such Plan year which is prescribed by law for the filing of the
         Participating Affiliate's Federal income tax return (or a consolidated
         return, if applicable) for its fiscal year for Federal income tax
         purposes within or with which the Plan Year ends (including extension
         thereof). The provisions of Section 10.6 shall apply to the
         contributions of each Participating Affiliate.

                  (c) Allocation of Contributions and Forfeitures. Contributions
         made by a Participating Affiliate under the plan shall be allocated
         among eligible Participants in proportion to the Compensation (defined
         as if the Participating Affiliate were the Employer) paid by such
         Participating affiliate for the period with respect to which the
         contributions are made. However, the Employer may adopt a rule
         requiring contributions to the Plan by the Employer and each
         Participating Affiliate to be aggregated and allocated as a single
         contribution. Forfeitures from a Participant's account shall be
         allocated among the Participants or shall reduce the contributions of
         the Employer or Participating Affiliate (as the terms of the Plan
         require) with respect to the last Employer or Participating Affiliate
         the forfeiting Participant worked for prior to the forfeiture date in
         the same manner as would contributions made by said Employer or
         Participating Affiliate. If active employment at the end of the Plan
         Year by a Participant is a requirement prior to allocation of a
         contribution or forfeiture to a Participant, a Participant is actively
         employed if employed by an Affiliate or the Employer on the last day of
         the Plan Year. If such individual works for more than one Participant
         Affiliate and/or Employer during a Plan Year, and contributions under
         the Plan are allocated on Compensation up to a maximum dollar amount,
         the contributions and forfeitures to be allocated pursuant to this Plan
         shall be made on the pro rata portion of the maximum dollar amount of
         such eligible Participant's Compensation paid by such Participating
         Affiliate or Employer.

                  (d) Distribution. No distributions with respect to termination
         of employment shall be made until termination of employment with all
         Affiliates whether or not they are participating in this Plan.

         SECTION 13.7 INTERPRETATION - If any question arises with respect to
the interpretation of this Plan due to the existence of Participating Affiliates
that have adopted the Plan, the Employer shall establish uniform rules to
resolve such questions that shall conclusively bind all Participating Affiliates
and their Employees.


                                       55
<PAGE>   61


         IN WITNESS WHEREOF, the Employer has caused these presents to be
executed as of this 1st day of September, 1999.


                                             EMPLOYER:

                                             LAWSON ASSOCIATES, INC.


                                             By:   /s/ John Cerullo
                                             Its:  Trustee




                                       56
<PAGE>   62


                                   AMENDMENT 1
                                     TO THE
                                 LAWSON SOFTWARE
                          EMPLOYEE STOCK OWNERSHIP PLAN
                               (1999 RESTATEMENT)


         This Amendment is made and entered into as of this 13th day of March,
2000 by LAWSON ASSOCIATES, INC. ("Employer").

                                    RECITALS:

         A. Section 9.1 of the Lawson Software Employee Stock Ownership Plan
("Plan") provides that the Plan may be amended by the Employer at any time
subject to certain limitations not here relevant.

         B. The Employer desires to amend the Plan.

         NOW, THEREFORE, in consideration of the foregoing premises, the Lawson
Software Employee Stock Ownership Plan, restatement dated September 1, 1999, is
amended as follows:

         Subsection 11.2(c) is amended to read as follows:

         "(c) The put option is exercisable only by the Participant who receives
such shares from the Plan, by Participant's donees, or by a person (including an
estate or its distributee) to whom the Stock passes by reason of a Participant's
death. The put option will apply only if, within the put option periods
described below, the Stock is not or ceases to be publicly traded without
restriction. The first put option period shall for 60 days following the date
the Stock is distributed to any individual who may exercise the put option. If
the individual does not exercise the put option within such 60-day period, then
such option shall lapse and a second and final put option period shall commence
as of the later of: (i) the first day of the fifth (5th) month in the Plan Year
following the Plan Year within which the first 60-day option period lapsed; or
(ii) the thirtieth (30th) day following the date of acceptance by the Trustee
and the Employer of the independent appraisal for the Stock calculated as of the
last day of the Plan Year following the Plan Year within which the first 60-day
option period lapsed. This second and final put option period shall be for 60
days after individuals holding the put option are notified of the Fair Market
Value."

                                       II.

         The effective date of this Amendment is June 1, 1999.

                                      III.

         Except as specifically amended herein, the Lawson Software Employee
Stock Ownership Plan (1999 Restatement), dated September 1, 1999, shall be and
remain in full force and effect.



<PAGE>   63


         IN WITNESS WHEREOF, the Employer has caused this Amendment 1 to be
executed as of the date and year hereinabove specified.


                                                EMPLOYER:

                                                LAWSON ASSOCIATES, INC.


                                                By:  /s/ H. Richard Lawson
                                                Its: CEO




<PAGE>   64



                                   AMENDMENT 2
                                     TO THE
                  LAWSON SOFTWARE EMPLOYEE STOCK OWNERSHIP PLAN
                               (1999 RESTATEMENT)


         This Amendment is made and entered into as of this 18th day of October,
2000 by LAWSON ASSOCIATES, INC. ("Employer").

                                    RECITALS

         A. Section 9.1 of the Lawson Software Employee Stock Ownership Plan
(1999 Restatement) ("Plan") provides that the Plan may be amended by the
Employer at any time subject to certain limitations not here relevant.

         B. The Employer desires to amend the Plan in certain particulars as
requested by the Internal Revenue Service.

         NOW THEREFORE, in consideration of the foregoing premises, the Lawson
Software Employee Stock Ownership Plan, restated dated September 1, 1999, as
amended on March 13, 2000, is further amended as follows:

                                       I.

         The second sentence of Section 2.17 is amended to read as follows:

         "With respect to Stock not readily tradable on an established
         securities market, the Administrator shall retain the services of an
         outside independent appraiser who meets requirements similar to the
         requirements of the regulations prescribed under IRC Section 170(a)(1)
         to determine the fair market value of the Stock as of any date or dates
         as the Administrator shall specify, and the value so determined shall
         be declared to be the Fair Market Value of such Stock on said date."

                                       II.

         Section 2.26(a) is amended to read as follows:

         "(a) For a Limitation Year, with respect to any Participant, the lesser
of (i) $30,000, or (ii) 25% of his or her 415 Compensation for the Limitation
Year."

                                      III.

         Subsection 7.2(g) is amended by adding the following thereto:

         "With respect to Participants who are not Five Percent Owners,
         distribution of all benefits attributable to such a Participant's
         Account must commence by the calendar year in which the Participant
         attains age 70-1/2."



<PAGE>   65


                                       IV.

         The effective date of this Amendment is the date of its execution.

                                       V.

         Except as specifically amended herein, the Lawson Software Stock
Ownership Plan (1999 Restatement) dated September 1, 1999, as amended by
Amendment 1 thereto dated March 13, 2000, shall be and remain in full force and
effect.

         IN WITNESS WHEREOF, the Employer has caused this Amendment 2 to be
executed as of the date and year hereinabove specified.


                                     EMPLOYER:

                                     LAWSON ASSOCIATES, INC.


                                     By:  /s/ John Cerullo
                                     Its: Vice President and Chief Technologist