Exhibit 4.1



                                 AMENDMENT NO. 1
                                       TO

                    USI INSURANCE SERVICES CORP. 401(k) PLAN
                               (SECOND RESTATMENT)


USI INSURANCE SERVICES CORP., a Delaware corporation, hereby adopts this
amendment to the second restatement of the USI INSURANCE SERVICES CORP. 401(k)
PLAN ("Plan"). This amendment is adopted pursuant to Section 10.1 of the Plan.

     1. The first sentence of the second paragraph of Section 3.10 of the Plan
is hereby restated in its entirety to read as follows:

         "In the absence of any direction to invest by the Participant, the
         Participant's allocations shall be invested by the Trustee in an
         investment category providing for passbook savings accounts or
         certificates of deposit insured by the Federal Deposit Insurance
         Corporation or similar agency or in a money market-type fund or similar
         investment vehicle."

     2. This amendment shall be effective as of January 1, 1997 and reflects the
manner in which this Plan has operated since that date.\

<PAGE>

                                 AMENDMENT NO. 2
                                     TO THE
                    USI INSURANCE SERVICES CORP. 401(k) PLAN
                              (Second Restatement)

     THIS SECOND AMENDMENT TO THE PLAN, hereby made and entered into this ____
day of April, 1997:

     WHEREAS, USI Insurance Services Corp. (herein referred to as the "Company")
has heretofore established a 401(k) Profit Sharing Plan known as the USI
Insurance Services Corp. 401(k) Plan (herein referred to as the "Plan")
effective January 1, 1995; and

     WHEREAS, the Company wishes to modify the Plan's eligibility provisions to
allow for faster plan entry, and to make certain miscellaneous revisions; and

     WHEREAS, Section 10.1 of Article X of the Plan authorizes the Company to
amend the Plan;

     NOW THEREFORE, effective as of the later of April 18, 1997 or the date
which is next following the date of adoption of this Second Amendment to the
Plan, the Plan is amended as follows:

     1. Article II shall be amended by deleting from Section 2.13 thereof
subsection (f) in its entirety, and inserting in lieu thereof the following new
subsection (f):

     "(f) The term "Employee" shall not include any independent contractor or
any individual formerly treated as an independent contractor whose status is
retroactively reclassified as an Employee, nor shall it include individuals who
are "per diem" employees. For purposes of this subsection (f), "per diem"
employee shall mean an employee for whom employment with the Company is by its
terms not regularly scheduled, but who is available to work periodically on an
as needed basis."

     2. Article IV shall be amended by inserting into the penultimate sentence
of Section 4.1 thereof the following additional new item (v) and (w):

     "(v) any employee of Affiliated Insurance Consultants, Inc. on January 1,
1997 shall become a Participant on February 1, 1997 if he remains employed by
the Company on February 1, 1997, and (w) any employee of Emerson Reid Corp. on
April 1, 1997 shall become a Participant on April 1, 1997 if he remains employed
by the Company on April 1, 1997. Notwithstanding the foregoing or the provisions
of Section 3.3 hereof, Participants described in item (w) of this Section 4.1
shall be entitled to make their initial salary reduction election no sooner than
the earliest date which is administratively feasible following the date of
acquisition by the Company of Emerson Reid Corp."

     3. Article IV shall be further amended by deleting from Section 4.1 thereof
the last full sentence, and inserting in lieu thereof the following new last
full sentence:


                                  Page 1 of 2
<PAGE>


     "Subject to the provisions of Section 4.3 hereof, each other Employee shall
become a Participant on the earliest to occur of the January 1st, April 1st,
July 1st or October 1st next following the date on which he completes six (6)
months of service as an Employee."

     4. Article IV shall be further amended by deleting therefrom Section 4.3 in
its entirety, and inserting in lieu thereof the following new Section 4.3:

     "4.3 Notwithstanding the provisions of Sections 4.1 and 4.2 hereof, an
individual who was not a Participant in the Plan on the Effective Date shall not
be eligible to participate for any Fiscal Year prior to the Fiscal Year in which
he attains his twenty-first (21st) birthday and completes six (6) months of
service as an Employee. For purposes of this Section 3.1, an Employee shall be
deemed to have completed six (6) months of service if he is an Employee of
Employer on the one hundred and eightieth (180th) day next following his date of
hire as an Employee."

     5. Article IV shall be further amended by deleting from Section 4.4 thereof
the second and third full sentences in their entirety, and inserting in lieu
thereof the following new second and third full sentences:

     "In the case of a Participant who, under the Plan, does not have any
non-forfeitable right to an accrued benefit derived from Company contributions,
service with the Employer before any one-year Break in Service shall not be
required to be taken into account for purposes of determining eligibility to
participate if the number of consecutive one-year Breaks in Service equals or
exceed the greater of five (5) Years of Service or the aggregate number of such
Years of Service prior to such break, whether or not such period of break is an
initial Break in Service or any subsequent Break in Service. If the number of
consecutive one-year Breaks in Service is less than the greater of five (5)
Years of Service or the aggregate number of Years of Service prior to such
break, then such Employee shall be entitled to resume active participation in
the Plan as of his re-employment date."

<PAGE>


                                 AMENDMENT NO. 3
                                       TO
                    USI INSURANCE SERVICES CORP. 401(k) PLAN
                               (SECOND RESTATMENT)

Effective with respect to each provision as herein specified, USI INSURANCE
SERVICES CORP., a Delaware corporation, hereby adopts this third amendment to
the second restatement of the USI INSURANCE SERVICES CORP. 401(k) PLAN
(hereinafter referred to as the "Plan"). This amendment is adopted pursuant to
Section 10.1 of the Plan.

1.   Effective October 1, 2001, Section 3.3 of Article III is hereby deleted in
     its entirety, and the following new Section 3.3 inserted in lieu thereof:

     "3.3 Each Employee Participant shall have right to make and file with the
     Trustees, on a form prescribed by the Trustees, a written election to
     accept a reduction in salary from the Company. In consideration of such
     election the Company shall make a contribution to such Participant's Salary
     Deferral Account within a reasonable time which cannot exceed ninety (90)
     days, on behalf of the Participant for such Fiscal Year equal to the total
     amount by which the Participant's Compensation was reduced during such
     Fiscal Year pursuant to the election. Any change in the amount elected by
     the Participant can be made as of the first day of any calendar quarter.
     Deferrals may be suspended at any time. If a Participant elects to suspend
     deferrals, he may subsequently elect to resume making deferrals as of the
     first day of any calendar quarter following suspension. All contributions
     shall be made by payroll deduction. Notwithstanding the above, the Company
     may require that some or all Participants amend or revoke all salary
     reductions elected pursuant to this Section 3.3 if the purpose of such
     requirement is to insure that the discrimination tests of Section 401(k) of
     the Code, with respect to the percentages of deferred benefits, are met for
     the Fiscal Year."

2.   Effective October 1, 2001, Section 3.4 of Article III is hereby deleted in
     its entirety, and the following new Section 3.3 inserted inn lieu thereof:

     "3.4 (a) Subject to the provisions of subsection (d) hereof, the Company
          shall make a Matching Contribution to Participant's Matching
          Contribution Account equal to seventy-five percent (75%) of the amount
          contributed to the Participant's Salary Deferral Account pursuant to
          the Participant's salary reduction election. The Company shall not
          contribute any Matching Contributions with respect to any
          contributions made to the Participant's Salary Deferral Account that
          exceed three percent (3%) of that portion of the Participant's
          Compensation paid as of the date of reference. Matching Contributions
          shall be funded to the extent feasible out of forfeitures available
          for allocation as stated under Section 6.5(d).

          (b) Within thirty (30) days after the end of the Plan Year, a portion
          of the Company's Non-Elective Contribution shall be deemed a Qualified
          Non-Elective Contribution for purposes of the percentage tests
          described in Section 3.3, if applicable, and for vesting and
          withdrawal purposes pursuant to Section 6.5. Such portion shall be
          equal to an amount necessary to satisfy one of the tests set


<PAGE>


          forth in Section 3.3 and shall be reallocated to the Accounts of all
          Non-Highly Compensated Employee Participants, if necessary with
          respect to any Plan Year, in the same proportion that each such
          Non-Highly Compensated Employee Participant's Elective Deferrals for
          the year bears to the total Elective Deferrals for the Plan Year of
          reference. Such reallocation shall be made on behalf of Non-Highly
          Compensated Employee Participants only.

          (c) If necessary, within thirty days (30) after the end of the Plan
          Year, the Company may in its sole discretion make a contribution on
          behalf of Non-Highly Compensated Participants in an amount sufficient
          to satisfy one of the tests set forth in Section 3.3. Such
          contribution shall be deemed a Qualified Non-Elective Contribution and
          allocated to the Company Contribution Account of all Non-Highly
          Compensated Employee Participants with respect to any Plan Year, in
          the same proportion that each such Non-Highly Compensated Employee
          Participant's Elective Deferral for the Plan Year of reference bears
          to the total Elective Deferrals for the Plan Year.

          (d) The Company may in its sole discretion and at any time upon
          advanced written notice to affected Plan Participants, with or without
          the consent of any subsidiary entity, determine to suspend Matching
          Contributions with respect to all or any individual subsidiary entity,
          for such period of time as the Company shall determine; provided
          however that following such suspension the Plan remains a tax
          qualified retirement Plan within the meaning of Code Section 401(a).
          As of the close of any Plan Year during which such suspension occurs,
          and each Plan Year following such suspension, the Company shall take
          such actions as are necessary, within the meaning of Code Sections 401
          and 410, and the U.S. Treasury Department regulations thereunder, to
          remedy any potential Plan tax qualification defect which may otherwise
          occur as the result of such suspension.

          (e) For purposes of this Article III and Sections 6.5 and 6.6 of this
          Plan, the following definitions shall be used:

               (1) "Actual Deferral Percentage" shall mean the ratio (expressed
               as a percentage), of Elective Deferrals (including Excess
               Elective Deferrals of Highly Compensated Employees) and Qualified
               Employer Deferral Contributions on behalf of the Eligible
               Employee Participants for the Plan Year to the Eligible Employee
               Participant's Compensation for the Plan Year. Elective Deferrals
               shall exclude (a) Excess Elective Deferrals of Non-Highly
               Compensated Employees that arise solely from this Plan and (b)
               Elective Deferrals that are taken into account in the
               Contribution Percentage test (provided the Actual Deferral
               Percentage is satisfied both with and without exclusion of these
               Elective Deferrals).

               (2) "Average Actual Deferral Percentage" shall mean the average
               (expressed as a percentage) of the Actual Deferral Percentages of
               the Eligible Participants in a group.


                                  Page 2 of 3
<PAGE>


               (3) "Qualified Employer Deferral Contributions" shall mean
               Qualified Non-Elective Contributions taken into account under the
               terms of the Plan without regard to this section in determining
               the Actual Deferral Percentage.

               (4) "Eligible Employee Participant" shall mean any Employee of
               the Employer who is otherwise authorized under the terms of the
               Plan to have Elective Deferrals or Qualified Employer Deferral
               Contributions allocated to his Account for the Plan Year."

<PAGE>
                            CERTIFICATE OF RESOLUTION
                                 AMENDMENT NO. 4
                 TO THE USI INSURANCE SERVICES CORP. 401(k) PLAN
                              (Second Restatement)

     The undersigned Secretary of USI Insurance Services Corp. (the
"Corporation") hereby certifies that the following resolutions were duly adopted
by the Board of Directors of the Corporation (the "Board") on March 19, 2002,
and that such resolutions have not been modified or rescinded as of the date
hereof:

     RESOLVED, that effective as of the date hereof, the Benefits Committee
previously designated by the Board shall have and may exercise all the powers
and authority of the Board with respect to matters concerning the ongoing
management and operation of the USI Insurance Services Corp. 401(k) Plan (the
"Plan") in compliance with relevant federal laws and regulations and may
authorize the seal of the Corporation to be affixed to all papers which may
require it; and be it further

     RESOLVED, that the Plan be shall amended to provide that the actual
deferral and actual contribution percentage tests for the 2001 testing year and
subsequent testing years be performed using the prior year testing method unless
and until otherwise determined by resolution of the Benefits Committee; and be
it further

     RESOLVED, that with respect to the investment funds offered under the Plan,
effective April 1, 2002 the Munder Index 500 Fund shall be replaced with the
Evergreen Equity Index Fund; and be it further

     RESOLVED, that effective April 1, 2002, the Plan shall be further amended
to provide that a participant may elect to defer on a pre-tax basis during each
Plan year any percentage of compensation, as defined by the plan, up to the
maximum amount allowable not to exceed the limits of Sections 401(k), 402(g),
404 and 415 of the Internal Revenue Code; and be it further

     RESOLVED, that the Plan be further amended, effective April 1, 2002, to
provide that eligible employees may enter and become participants in the Plan as
of the day of the month coinciding with or next following completion of 6 months
of service; and be it further

     RESOLVED, that effective April 1, 2002, the Plan be further amended to
allow participants the opportunity to modify the percentage of their pre-tax
salary deferral contributions to the Plan as of the first day of each calendar
month during the Plan year; and be it further

     RESOLVED, that the Plan be further amended to permit eligible participants
to make catch-up contributions pursuant to Code Section 414(v) as amended by
Section 631(a) of the Economic Growth and Tax Relief Reconciliation Act of 2001,
provided, however, such catch-up contributions shall not be eligible to receive
employer matching contributions; and be it further


                                  Page 1 of 2
<PAGE>

     RESOLVED, that, on and after the date hereof, pursuant to Code Section
411(a)(11)(D) as amended by Section 648(a)(1) of the Economic Growth and Tax
Relief Reconciliation Act of 2001, amounts rolled into the Plan via participant
rollovers or direct transfers shall be disregarded in determining whether at
termination of employment, a participant's account under the Plan may be
distributed without his or her consent; and be it further

     RESOLVED, that pursuant to Section 636(a) of the Economic Growth and Tax
Relief Reconciliation Act of 2001, the pre-tax salary deferrals of a participant
who receives a hardship distribution from the Plan on or after January 1, 2002,
shall be suspended for six months following receipt of such hardship
distribution; and be it further

     RESOLVED, that on and after the date hereof and pursuant to Code Sections
408, 403(b), and 457 as amended by Sections 641 and 642 of the Economic Growth
and Tax Relief Reconciliation Act of 2001, the Plan shall accept as rollovers
into the Plan distributions received from Code Section 403(b) tax-sheltered
annuity plans, Code Section 457 governmental deferred compensation plans and
otherwise taxable amounts from IRAs; and be it further

     RESOLVED, that the appropriate officers of the Corporation be, and they
hereby are, authorized to perform any lawful acts necessary or appropriate to
implement the foregoing resolutions, and any such acts previously done are
hereby ratified, confirmed and approved.




                                 By: /s/ Ernest J. Newborn, II
                                     ---------------------------
                                 Its Secretary


                                 March 19, 2002
                                 -------------------------------
                                 Date




                                  Page 2 of 2


<PAGE>


                          USI INSURANCE SERVICES CORP.
                                   401(k) Plan








                         EFFECTIVE DATE: January 1, 1995


<PAGE>



                          USI INSURANCE SERVICES CORP.

                                   401(k) PLAN

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I       PURPOSE.......................................................1
ARTICLE II      DEFINITIONS...................................................1
ARTICLE III     CONTRIBUTION TO THE TRUST FUND...............................15
ARTICLE IV      ELIGIBILITY..................................................25
ARTICLE V       ANNUAL ADDITIONS LIMITATIONS.................................28
ARTICLE VI      DISTRIBUTION.................................................34
ARTICLE VII     TOP-HEAVY PLANS..............................................52
ARTICLE VIII    THE TRUST FUND...............................................58
ARTICLE IX      GENERAL PROVISIONS...........................................59
ARTICLE X       AMENDMENT, TERMINATION, MERGER AND CONSOLIDATION.............60
ARTICLE XI      LOANS TO PARTICIPANTS........................................62
ARTICLE XII     ACCEPTANCE OF ROLLOVER AMOUNT................................64
ARTICLE XIII    BENEFIT CLAIMS PROCEDURE.....................................67
ARTICLE XIV     ADOPTION.....................................................68



                                      -i-
<PAGE>



                          USI INSURANCE SERVICES CORP.

                             401(k) PLAN (Restated)

                                   ARTICLE I

                                     PURPOSE


     1.1 USI INSURANCE SERVICES CORP. of Exton, Pennsylvania desiring among
certain of its employees to promote interest and efficiency, to encourage
saving, to give flexibility to salaries, between them and itself, and to assure
them that they shall share in the product of their efforts, herewith restates
its 401(k) Plan (the "Plan" as hereinafter defined) for the purpose of achieving
those objectives.

     1.2 It is intended that this Plan be a qualified plan within the meaning of
Section 401(a) of the Code (as hereinafter defined) and that the Trust (as
hereinafter defined) associated with the Plan be exempt from federal income
taxation pursuant to the provisions of Section 501(a) of the Code

     1.3 If the Plan is, becomes or is deemed to have become a "Top-Heavy Plan",
as defined in this document, certain provisions of the Plan are modified in
operation. Those provisions are indicated with an asterisk (*). Reference is
made to Article VII of the Plan for special provisions that become applicable
under this Plan if, and only if, the Plan is, becomes or is deemed to have
become a Top-Heavy Plan.

                                   ARTICLE II

                                   DEFINITIONS


     The following terms as used in the 401(k) Plan and the Trust Agreement
shall have the meanings set forth below:

     2.1 "Account" shall mean the interest of the Participant computed in
accordance with the provisions of this Plan and, when appropriate, shall consist
of up to five (5) separate accounts credited to the Participant, as follows:

     (a) "Company Contribution Account" shall mean the account maintained for a
Participant to record his share of the contributions and forfeitures
attributable to Company contributions and adjustments relating thereto.

     (b) "Salary Deferral Account" shall mean the account maintained for a
Participant to record his share of Company contributions which he could have
elected as current


<PAGE>
                                      -2-


Compensation but which he elected to defer instead, plus adjustments relating
thereto. A Participant's Salary Deferral Account is always fully vested.

     (c) "Voluntary Contribution Account" shall mean the account maintained for
a Participant to record his non-deductible contributions and adjustments
relating thereto as provided in Section 3.9.

     (d) "Matching Contribution Account" shall mean the account maintained for a
Participant to record the Matching Contributions made to such account and the
investment adjustment attributable to the account.

     (e) "Rollover/Transferee Account" shall mean the account maintained for
those funds the Trustees have accepted as a Rollover Amount or that have been
transferred to this Plan pursuant to a trustee-to-trustee transfer and the
investment adjustment attributable to such amount.

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

     2.3 "Affiliated Employer" shall mean the Employer and any corporation which
is a member of a controlled group of corporations (as defined in Section 414(b)
of the Code) which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Section 414(c) of the
Code) with the Employer; any organization (whether or not incorporated) which is
a member of an affiliated service group (as defined in section 414(m) of the
Code) which includes the Employer; and any other entity required to be
aggregated with the Employer pursuant to regulations under Section 414(o) of the
Code.

     Affiliated Employer shall also mean any business, for which this Plan is
established, and one or more trades or businesses controlled by one or more
Owner-Employees. This Plan and a plan established for other trades or businesses
must, when looked at as a single plan, satisfy Sections 401(a) and (d) for the
Employees of this and all other trades or businesses. An Owner-Employee or two
or more Owner-Employees shall be considered to control a business if the
Owner-Employee, or two or more Owner-Employees together: (1) own the entire
interest in an unincorporated trade or business, or (2) in the case of a
partnership, own more than fifty percent (50%) of either the capital interest or
profits interest in the partnership. For purposes of the preceding sentence, an
Owner-Employee, or two or more Owner-Employees, shall be treated as owning any
interest in a partnership which is owned, directly or indirectly, by a
partnership which such Owner-Employee, or two or more Owner-Employees, are
considered to control within the meaning of the preceding sentence.

     For purposes of the limitations of the preceding sentence, the following
shall apply:


<PAGE>
                                      -3-


     (a) If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses, as defined
in this Section 2.3 of the Plan, the Employees of the other trades or businesses
must be included in the Plan and provided with contributions and benefits not
less favorable than provided for Owner-Employees under this Plan.

     (b) If an individual is covered as an Owner-Employee under the plans of two
or more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
employees under the plan of the trades or business which are controlled must be
as favorable as those provided for the Owner-Employee under the most favorable
plan of the trade or business which is not controlled.

     2.4 "Anniversary Date" shall mean the last day of December of each year.

     2.5 "Break In Service" shall mean the failure, in any Plan Year, to be
employed for more than five hundred (500) Hours of Service.

     2.6 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.7 "Company" or "Employer" shall mean USI Insurance Services Corp. and any
successor thereto, or Affiliated Employer (which with the consent of the Board
of Directors of USI Insurance Services Corp.) adopts this Plan and Trust.

     *2.8 "Compensation" shall mean the amount of remuneration paid by the
Company to an Employee during a taxable year ending with or within a Plan Year
for services rendered to the Company within the meaning of Section 415(c)(3) of
the Code less any amount paid by the Company with respect to social club dues.
Compensation includes amounts the Employee elects to defer under Sections 125,
402(g), 402(h) and 403(b) of the Code but shall not include non-elective amounts
contributed by the Company for a Participant under this Plan or any other
benefit plan, Company contributions to Social Security or non-taxable fringe
benefits provided by the Company. For any self-employed individual covered under
the Plan, Compensation shall mean net earnings from self-employment in the trade
or business with respect to which the Plan is established for which the personal
services of the individual are a material income-producing factor and are
reduced by contributions by the Company to the extent deductible under Section
404 of the Code. Compensation earned before participation begins or resumes
shall be disregarded. This Plan shall not take into consideration, for
determining all benefits provided under the Plan, a Participant's Compensation
to the extent it exceeds $150,000 as indexed under Section 415(d) of the Code.
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). If the period for determining Compensation used
in calculating an Employee's allocation for a determination period is a short
Plan Year (i.e. shorter than 12 months), the annual Compensation limit is an
amount equal to the otherwise applicable annual Compensation limit multiplied


<PAGE>
                                      -4-


by a fraction, the numerator of which is the number of months in the short Plan
Year and the denominator is 12. In determining the Compensation of a Participant
for purposes of this limitation, the rules of Section 414(q)(6) of the Code
shall apply, except in applying such rules, the term "family" shall include only
the spouse of the Participant and any lineal descendants of the Participant who
have not attained age nineteen (19) before the close of the year. If, as a
result of an application of such rules, the adjusted $150,000 limitation is
exceeded, then the limitation shall be pro-rated among the affected individuals
in proportion to each such individual's Compensation determined under this
Section prior to the application of this limitation. Net earnings of a
self-employed individual will be determined without regard to items not included
in gross income and the deductions allocable to such items and shall be
determined with regard to the deduction allowed to the Employer by Section
164(f) of the Code.

     For purposes of Sections 3.3 and 3.6 of the Plan, "Compensation" with
respect to any Participant means his Elective Deferrals plus Compensation which
is currently includible in gross income as provided for under Section 414(s) of
the Code. Elective Deferrals shall not include any deferrals properly
distributed as excess Annual Additions as defined in Section 5.1. Also, for
purposes of determining the Actual Deferral Percentage and Average Contribution
Percentage under this Plan, Compensation shall include, in the case of an
Employee who begins, resumes or ceases to be eligible to make Elective Deferrals
during a Plan Year, only the remuneration received by such Employee during the
portion of the Plan Year during which such Employee is eligible to make Elective
Deferrals under this Plan.

     2.9 "Effective Date" shall mean January 1, 1995. The Plan was first
restated, effective as of January 1, 1995, on September 22, 1995. The Plan was
initially executed on April 21, 1995, and effective as of January 1, 1995. This
restatement shall be effective as of January 1, 1995. However, the provisions of
this Plan or any other tax-qualified retirement plan under Section 401(a) of the
Code which has merged into this Plan that are required for compliance with the
Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1987, the
Technical and Miscellaneous Revenue Act of 1988, the Omnibus Budget
Reconciliation Act of 1989, the Omnibus Budget Reconciliation Act of 1990, the
Unemployment Compensation Amendments of 1992, the Omnibus Budget Reconciliation
Act of 1993, the Uruguay Round Agreements Act of 1994 (GATT Treaty) and any
other pertinent legislation, pronouncements of the Internal Revenue Service,
U.S. Department of Labor or the Pension Benefit Guaranty Corporation shall take
effect no earlier than the dates required therein and with respect to any plan
merged into this Plan such provisions shall be deemed to be amendments to any
such plan as it existed on the date of merger into this Plan.

     2.10 "Elective Deferrals" shall mean contributions made to the Plan during
the Plan Year by the Employer, at the election of the Participant, in lieu of
cash Compensation and shall include contributions made pursuant to a salary
reduction agreement.

     2.11 "Eligibility Computation Period" shall mean:


<PAGE>
                                      -5-


          (a) with respect to each Employee, the twelve-month period commencing
     on his most recent Employment Commencement Date (his "initial" Eligibility
     Computation Period), and

          (b) commencing with the Plan Year in which the Employee's initial
     Eligibility Computation Period ends, each and every full Plan Year during
     which an Employee is in the service of the Employer.

     For purposes of this Section, "Employment Commencement Date" shall mean the
day an Employee first performs an Hour of Service in the employ of the Company.

     2.12 "Employee Contributions" shall mean contributions to the Plan made by
a Participant during the Plan Year.

     2.13 "Employee" shall mean any employee of the Company and shall not
include a Leased Employee within the meaning of Sections 414(n)(2) and 414(o)(2)
of the Code. The term "Leased Employee" means any person (other than an employee
of the Company) who, pursuant to an agreement between the Company and any other
person (leasing organization), has performed services for the Company (or for
the Company and related persons determined in accordance with Sections 414(n)(6)
of the Code) on a substantially full-time basis for a period of at least one
year and such services are of a type historically performed by employees in the
business field of the Company. Contributions or benefits provided to a Leased
Employee by the leasing organization which are attributable to services
performed for the Company shall be treated as provided by the Company.
Notwithstanding the foregoing, a Leased Employee shall not be considered an
employee of the Company if:

     (a) Such Employee is covered by a money purchase pension plan providing:

          (1) a non-integrated employer contribution rate of at least ten
     percent (10%) of compensation, as that term is defined in Section 415(c)(3)
     of the Code, but including amounts contributed pursuant to a salary
     reduction agreement which are excludable from the Employee's gross income
     under Section 125, Section 402(g), Section 402(h) or Section 403(b) of the
     Code;

          (2) immediate participation; and

          (3) immediate vesting.

     (b) Leased Employees do not constitute more than 20% of the recipient's
non-highly compensated work force.

     (c) "Owner-Employee" shall mean a sole proprietor who owns the entire
interest in the Company or a partner who owns more than 10% of either the
capital interest or the


<PAGE>
                                      -6-


profits interest in the Company and who receives income for the personal
services from the Company.

     (d) "Self-Employed Individual" means an individual who has earned income
for the taxable year from the trade or business for which the Plan is
established; also, an individual who would have had earned income but for the
fact that the trade or business had no net profits for the taxable year.

     (e) "Shareholder-Employee" shall mean any employee of the Company which is
an electing small business corporation (as defined as Subchapter S of Chapter 1
of the Code who owns or (is considered as owning within the meaning of the Code)
on any day during the taxable year of the Company, more than 5% of the
outstanding stock of the corporation.

     (f) The term "Employee" shall not include any independent contractor or any
individual formerly treated as an independent contract or whose status is
retroactively reclassified as an Employee.

     *2.14 "Employee Participant" means an individual who for any Plan Year is a
Participant in the Plan and who is either (a) still in the employ of the Company
on the last day of the Plan Year and has rendered at least one thousand (1,000)
Hours of Service in the employ of the Company during such Plan Year, or (b)
dies, retires or becomes permanently disabled during such Plan Year.
Notwithstanding the foregoing provisions of this paragraph to the contrary, in
the event that the Plan fails to satisfy the requirements of Section 401(a)(26)
and/or Section 410(b)(1)(A) of the Code, disregarding for this purpose those
Participants entitled to a minimum contribution pursuant to Article VII, then
some or all of such Participants shall be deemed to satisfy the requirements of
this paragraph to the extent necessary to satisfy Section 401(a)(26) and/or
Section 410(b)(1)(A) of the Code. If after taking into account the preceding
sentence the Plan continues to fail to satisfy the requirements of Section
401(a)(26) and/or Section 410(b)(1)(A) of the Code, then to the extent necessary
to satisfy such requirements, some or all of those Participants who completed
more than five hundred (500) Hours of Service during the Plan Year of reference
or who are employed by Employer on the last day of such Plan Year shall be
deemed to satisfy the provisions of this paragraph. The selection of those
Participants who are deemed to satisfy the requirements of this paragraph shall
be based upon Compensation beginning with the Participant having the lowest
Compensation during the Plan Year of reference. The selection of said
Participants shall be completed by no later than the fifteen (15th) day of the
tenth (10th) month following the close of the Plan Year of reference.

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

     2.16 "Family Member" shall mean an individual described in Section
414(q)(6)(B) of the Code.


<PAGE>
                                      -7-


     2.17 "Fiscal Year" shall mean the period from January 1 to the last day of
December of each year which shall be the "Plan Year". The Plan Year shall also
be known as the "Limitation Year".

     2.18 "Highly Compensated Employee" or "HCE" means any Employee who:

          (a) is a Five-Percent Owner at any time during the Look-Back Year or
     the Determination Year;

          (b) receives Compensation from the Employer or an affiliate thereof
     during the Look-Back Year in excess of $75,000 (or such higher amount as
     may be established by the Secretary of the Treasury to reflect cost of
     living adjustments);

          (c) receives Compensation from the Employer or an affiliate thereof
     during the Determination Year in excess of $75,000 (or such higher amount
     as may be established by the Secretary of the Treasury to reflect cost of
     living adjustments); provided, however, that such Employee is one of the
     one hundred (100) Employees (excluding former Employees) who receives the
     most Annual Compensation from the Employer or an affiliate thereof during
     the Determination Year;

          (d) receives Compensation from the Employer or an affiliate thereof
     during the Look-Back Year in excess of $50,000 (or such higher amount as
     may be established by the Secretary of the Treasury to reflect cost of
     living adjustments) and such Employee is in the Top-Paid Group of Employees
     for such year;

          (e) is an officer of the Employer or an affiliate thereof at any time
     during the Look-Back Year and who receives Compensation from the Employer
     during such year in excess of fifty percent (50%) of the dollar limitation
     in effect under Section 415(b)(1)(A) of the Code for such year;

          (f) is an officer of the Employer or an affiliate thereof on any date
     during the Determination Year and who receives Compensation from the
     Employer or an Affiliated Employer during such year in excess of fifty
     percent (50%) of the dollar limitation in effect under Section 415(b)(1)(A)
     of the Code for such year and is one of the one hundred (100) Employees
     (excluding former Employees) who receives the most Annual Compensation from
     the Employer or an Affiliated Employer during the Determination Year; or

          (g) is the officer of the Employer or an Affiliated Employer who
     receives the greatest Annual Compensation during the Look-Back Year or the
     Determination Year; provided, however, that this Paragraph (g) shall apply
     only if no other officer is described in Paragraph (e) during the Look-Back
     Year or Paragraph (f) during the Determination Year solely because no
     officer receives Compensation from the Employer in excess of


<PAGE>
                                      -8-


     fifty percent (50%) of the dollar limitation in effect under Section
     415(b)(1)(A) of the Code for such year.

     Notwithstanding the provisions of Paragraphs (e) and (f), the maximum
number of officers included during the Look-Back Year or the Determination Year
shall be limited in accordance with the rules set forth in Section 414(q)(5) of
the Code, which is hereby incorporated by reference.

     Following the determination of the Employees who are Highly Compensated
Employees, the ten most highly compensated Employees, members of the Top-Paid
Group and the 100 most Highly Compensated Employees, each Family Member of each
Highly Compensated Employee who is a Five-Percent Owner or one of the ten most
highly compensated employees ranked on the basis of Annual Compensation received
during the Look-Back Year or Determination Year shall not be considered a
separate Employee and any Annual Compensation paid to such Family Member and any
applicable contribution or benefit of such Family Member shall be treated as if
it were on behalf of such Five-Percent Owner or Highly Compensated Employee.

     For purposes of determining the number of Employees in the Top-Paid Group,
and the maximum number of officers taken into account for purposes of Paragraphs
(e) and (f) above, there shall be excluded the employees described in Section
414(q)(8) of the Code, which is hereby incorporated by reference.

     For purposes of this section:

          "Annual Compensation" shall mean a Participant's annual compensation
     (as determined under Article V, increased, however, by income from services
     outside the United States excluded from gross income under Section 911 of
     the Code and any amount contributed by the Employer pursuant to a salary
     reduction agreement and which is not includable in the gross income of such
     Employee under Section 125, 402(a)(8), 402(h), 403(b), 414(h)(2) or 457(b)
     of the Code).

          "Determination Year" shall mean the Plan Year for which a
     determination is made.

          "Family Member" shall mean any Employee's, or former Employee's,
     spouse, lineal ascendants, lineal descendants and the spouses of such
     lineal ascendants and lineal descendants.

          "Five-percent Owner" shall mean any person who owns (or is considered
     as owning within the meaning of Section 318 of the Code, as modified by
     Section 416(i) of the Code) more than five percent (5%) of the outstanding
     voting stock of the Employer (or entity constituting an Affiliate Employer)
     or stock possessing more than five percent (5%) of the total combined
     voting power of all of the stock of such entity. If an entity is


<PAGE>
                                      -9-


     not a corporation, a person shall be considered a "Five-percent Owner" if
     he/she owns more than five-percent (5%) of either the capital or the
     profits interest in the entity.

          "Look-Back Year" shall mean the twelve (12) month period immediately
     preceding the Determination Year.

          "Separation Year" shall mean the Determination Year during which the
     Employee separates from service with the Employer or performs no services
     for the Employer. An Employee shall be deemed to have a Separation Year if,
     during a Determination Year prior to attainment of Age 55, the Employee's
     Annual Compensation is less than 50% of the Employee's average Annual
     Compensation for the three consecutive calendar years preceding such
     Determination Year during which the Employee receives the greatest amount
     of Annual Compensation from the Employer (or the total period of the
     Employee's service with the Employer, if less).

          "Top-Paid Group" shall mean the group consisting of the top twenty
     percent (20%) of Employees (excluding former Employees) of the Employer and
     all Affiliated Employer, when ranked on the basis of Annual Compensation
     received from the Employer and all Affiliated Employer.

     For purposes of determining who is an HCE, Compensation means compensation
within the meaning of Section 415(c)(3) of the Code as set forth in the Plan for
purposes of determining the Section 415 limits, except that amounts excluded
pursuant to Sections 125, 402(e)(3), 402(h)(1)(B) of the Code and 403(b) are
included. If compensation used for purposes of determining the Section 415
limits under the Plan is not defined as total compensation as provided under
Section 415(c)(3) of the Code and the regulations thereunder, then for purposes
of determining who is a HCE, Compensation means compensation within the meaning
of Section 1.415-2(d)(11)(i) of the Income Tax Regulations, except that amounts
excluded pursuant to Section 125, 402(e)(3), 402(h)(1)(B) and 403(b) of the Code
are included.

     If an Employee is a family member of either a Five-Percent Owner (whether
active or former) or an HCE who is one of the 10 most highly compensated
Employees ranked on the basis of Compensation paid by the Employer during such
year, then the family member and the Five-Percent Owner or the top ten shall be
aggregated. In such case, the family member and Five-Percent Owner or the top
ten highly compensated Employees shall be treated as a single Employee receiving
Compensation and Plan contributions or benefits equal to the sum of the
Compensation and benefits of the family member and Five-Percent Owner or top ten
highly compensated Employees. For purposes of this section, family member
includes the spouse, lineal ascendants and descendants of the employee or former
employee, and the spouses of such lineal ascendants and descendants.

     The determination of who is an HCE, including the determinations of the
number and identity of Employees in the top paid group, the number of Employees
treated as officers and


<PAGE>
                                      -10-


the Compensation that is taken into account, shall be made in accordance with
Section 414(q) of the Code and Section 1.414(q)-1T of the temporary Income Tax
Regulations to the extent they are not inconsistent with the method established
above.

     2.19 "Highly Compensated Former Employee" means a former employee who
terminated employment prior to the Determination Year and was a Highly
Compensated Employee in the year of termination of Employment or in any
Determination Year after attaining age 55. Notwithstanding the foregoing, an
Employee who terminated employment prior to 1987 shall be treated as a Highly
Compensated Former Employee only if, during the termination year (or year
preceding the termination year) or any year after the Employee attains age 55
(with the last year ending before the Employee's 55th birthday), the Employee
either received "415 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 Sections 2.17,
5.1(c) and 2.17, respectively. Highly Compensated Former Employees shall be
treated as Highly Compensated Employees.

     2.20 (a) "Hour of Service" shall mean each hour for which an Employee is
directly or indirectly paid or entitled to payment by the Company (and any other
company aggregated under Section 414(o) of the Code) for the performance of
duties. These hours shall be credited to the Employee for the computation period
or periods in which the duties are performed; and each hour (up to a maximum of
501 hours) for which an Employee is directly or indirectly paid or entitled to
payment by the Company for reasons (such as vacation, sickness or disability)
other than for the performance of duties, irrespective of whether an employment
relationship has terminated. Determination of Hours of Service to be credited
for non-performance of duties and the method of crediting such hours to
computation periods must conform to the requirements of Department of Labor
Regulations, Sections 2530.200b-2(b) and (c). An Employee shall be credited for
each hour for which back pay, irrespective of mitigation of damage, has been
either awarded or agreed to by the Company. These hours shall be credited to the
Employee for the computation period or periods to which the award or agreement
pertain rather than the computation period in which the award, agreement or
payment was made. If an Employee's payroll records are normally kept on other
than an hourly basis, as described below the following equivalencies may be
utilized in determining the number of Hours of Service to which the Employee is
entitled to be credited:


                                            Credit granted if Participant earns
    Basis upon which the Participant's      at least one (1) Hour of Service
    payroll records are maintained          during period
    ----------------------------------      -----------------------------------

    Shift                                   Actual hours for full shift
    Day                                     10 Hours of Service
    Week                                    45 Hours of Service
    Semi-Monthly Period                     95 Hours of Service
    Monthly Period                          190 Hours of Service


<PAGE>
                                      -11-


Hours of Service shall be credited for employment with other entities aggregated
under common control or Affiliated Employer as defined by Sections 414(b), (c),
(m) or (o) of the Code, and by an individual considered a Leased Employee under
Section 414(n) of the Code.

     (b) If an Employee is absent from work for any period of time by reason of:
(i) pregnancy of the Employee; (ii) the birth of a child of the Employee; (iii)
placement of a child with the Employee in connection with the adoption of such
child by the Employee, and (iv) caring for such child by the Employee following
such birth or placement, credit for Hours of Service shall be given for absence
from service by reason of such pregnancy or placement up to a maximum of 501
Hours of Service. The number of Hours of Service to be credited shall be either
the number of hours that would normally be credited during such period of time
or, if the normal Hours of Service cannot be determined, then eight hours of
service for each normal workday during the leave of absence shall be credited.
The Hours of Service required to be credited shall be credited (i) in the Plan
Year in which the leave of absence for pregnancy or placement begins, if the
crediting is necessary to prevent a Break in Service for that Plan Year; or (ii)
the following year, for purposes of participation and vesting. No credit for
these Hours of Service shall be given unless the Employee furnishes a statement
from a qualified physician certifying in a timely fashion that such absence
results from pregnancy or placement as set forth in this Section 2.19(b).

     2.21 "Inactive Participant" shall mean any Employee or former Employee who
has ceased to be a Participant and on whose behalf an Account is maintained
under the Plan.

     2.22 "Insurer" shall mean a legal reserve life insurance company authorized
to do business in the Commonwealth of Pennsylvania.

     2.23 "Matching Contribution" or "Matching Employer Contribution" shall mean
any contribution to the Plan made by the Employer for a Plan Year and allocated
to the Participant's Matching Contribution Account by reason of the
Participant's Employee contributions or Elective Deferrals.

     2.24 "Participant" shall mean any Employee who has met the eligibility and
participation requirements of the Plan.

     2.25 "Plan" or "Retirement Plan" or "401(k) Plan" shall mean the USI
Insurance Services Corp. 401(k) Plan into which (a) the WRIMS Corp. Savings Plan
has been merged, effective as of April 1, 1995; (b) the Campbell, Galt &
Newlands Retirement Savings Plan has been merged, effective as of April 1, 1995;
(c) the Progressive Plan Administrators, Inc. 401(k) Savings Plan has been
merged, effective as of April 1, 1995; (d) the Flanigan, O'Hara and Gentry, Inc.
401(k) Plan has been merged, effective as of July 1, 1995; (e) the United
California Insurance Agency 401(k) Profit Sharing Plan has been merged,
effective as of July 1, 1995;

<PAGE>
                                      -12-


(f) the Hambrecht & Quist Insurance Brokers, Inc. 401(k) Plan has been merged,
effective as of July 1, 1995; (g) the Julius Moll & Son, Inc. Profit Sharing and
401(k) Savings Plan has been merged, effective as of August 1, 1995; (h) the
Association Growth Enterprises, Inc. 401(k) Plan has been merged, effective as
of August 1, 1995; (i) the Benefit Plan Administrators, Inc. 401(k) Savings Plan
has been merged, effective as of January 1, 1996; (j) The Insurance Exchange,
Inc. 401(k) Profit-Sharing Plan has been merged, effective as of January 1,
1996; (k) the Daugherty & Company Insurance Brokers, Inc. Profit Sharing 401(k)
Plan has been merged, effective as of January 1, 1996; (l) the Black/White &
Associates 401(k) Profit Sharing Plan has been merged effective as of May 1,
1996; and (m) the Carpenter & Pelton, Inc. Profit Sharing and 401(k) Plan has
been merged, effective as of August 1, 1996.

     2.26 "Plan Administrator" shall mean USI Insurance Services Corp. or the
person or committee appointed by USI Insurance Services Corp.

     2.27 "Plan Year" shall mean the period of time otherwise specified in
Section 2.16 of the Plan.

     2.28 "Qualified Non-Elective Contributions" shall mean contributions (other
than Matching Contributions) made by the Employer and allocated to Participants'
Accounts that the Participant may not elect to receive in cash until distributed
from the Plan; that are one hundred percent (100%) vested and nonforfeitable
when made; and that are not distributable under the terms of the Plan to
Participants or their beneficiaries earlier than the earlier of:

     (a) Termination of Employment death, or disability of the Participant;

     (b) attainment of the age 59 1/2 by the Participant;

     (c) termination of the Plan without establishment of a successor plan; or

     (d) the events specified in Section 10.4 of the Plan.

     2.29 "Related Plan" shall mean any defined contribution plan (as defined in
the Code) maintained by the Company or by any other corporation that is, along
with the Company, a member of a controlled group of corporations (as defined in
the Code).

     2.30 "Retirement", "Retirement Age" or "Normal Retirement" shall mean any
Termination of Employment with the Company of a Participant who has reached age
65. "Early Retirement" shall mean Termination of Employment with the Company of
a Participant who has reached age 55 and completed seven (7) Years of Service,
whichever occurs later. If an individual's Termination of Employment occurs
before he reaches age 55 and completes seven (7) Years of Service, Retirement
shall mean age 65. If Termination of Employment with the Company by a
Participant occurs after completion of seven (7) Years of Service, but before he
attains age 55, Retirement shall mean age 55.


<PAGE>
                                      -13-


     2.31 "Retirement Date" shall mean the first day of the month coincident
with or next following Termination of Employment with the Company of a
Participant who has reached Normal Retirement or Early Retirement.

     2.32 "Rollover Amount" shall mean any rollover amount or rollover
contribution defined in the Code relating to (a) certain lump-sum distributions
from an employees' trust or employee annuity described in the Code, (b) certain
distributions from an individual retirement account or an individual retirement
annuity, or (c) certain distributions from a retirement bond.

     2.33 "Term of Employment" shall mean a period of employment in the service
of the Company. A period of layoff of less than one (1) year shall be included
in computing the period of employment, and an Employee or officer who shall on a
given date have been laid off for a period of less than one year shall be
considered as being employed on such date. Any period during which an Employee
is on leave of absence for illness or injury with the written consent of the
Company shall also be included in computing the period of employment. In
granting leaves of absence, all Employees shall be treated alike under similar
circumstances. An Employee who has gone directly from the services of the
Company into the active service of the armed forces of the United States without
taking employment elsewhere before entering the service shall be considered as
being employed by the Company during the time he is in the active service of
such armed forces, and for a period of ninety (90) days after discharge, unless
he takes employment elsewhere, in which event he shall be deemed to have
voluntarily terminated his employment on the date he goes into the active
service of the armed forces of the United States. The payroll records maintained
by the Company shall conclusively determine the compensation and employment
status of an Employee.

     2.34 "Termination of Employment" means the date when a Term of Employment
ends.

     2.35 "Total Disability" shall mean such disability, as determined by the
Social Security Administration, which permanently and finally incapacitates an
Employee from gainful employment. All Participants shall be treated in a uniform
non-discriminatory manner under similar circumstances.

     2.36 "Trust" or "Trust Agreement" shall mean the Agreement and Declaration
of Trust under this Plan dated April 21, 1995, as the same may be amended from
time to time.

     2.37 "Trust Fund" or "Fund" shall mean the Trust Fund established by the
Company pursuant to this Plan from which the benefits payable under this Plan
shall be paid.

     2.38 "Trustee" shall mean the Trustee or Trustees appointed by USI
Insurance Services Corp. and acting under the Trust Agreement.


<PAGE>
                                      -14-


     2.39 "Valuation Date" shall mean the day as of which a valuation of the
Trust Fund is made as provided in Section 6.11 of the Plan.

     2.40 "Year of Service" shall mean a Plan Year during the Term of Employment
of an Employee in which an Employee has worked at least one thousand (1,000)
Hours of Service with the Company.

     Notwithstanding the foregoing, for purposes of the eligibility, vesting and
benefit accrual provisions of this Plan, (a) any employee of the Company who was
an employee of H.A. Thomson Co., WRIMS Corp., TriWest Insurance Services, Inc.
and Campbell, Galt & Newlands on January 1, 1995; (b) any Employee of the
Company who was an employee of Progressive Plan Administrators, Inc. on February
1, 1995; (c) any Employee of the Company who was an employee of Flanigan, O'Hara
& Gentry, Inc. on March 1, 1995; (d) any Employee of the Company who was an
employee of United California Insurance Agency on April 1, 1995; (e) any
Employee of the Company who was an employee of El Camino Insurance Agency on
April 1, 1995; (f) any Employee of the Company who was an employee of USI
California Insurance Services, Inc. (formerly known as Hambrecht & Quist
Insurance Brokers, Inc.) on May 1, 1995; (g) any Employee of the Company who was
an employee of Julius Moll & Son, Inc., Association Growth Enterprises or
Benefit Plan Administrators, Inc. on July 1, 1995; (h) any Employee of the
Company who was an employee of Thomas E. Wood, Inc. on July 27, 1995; (i) any
Employee of the Company who was an employee of The Insurance Exchange, Inc.,
Bechard Insurance Agency, Inc. INEX Alternative Programs Administrators, Inc.
and INEX Alternative Programs, Inc. on October 25, 1995; (j) any Employee of the
Company who was an employee of Insurance Agency of Lehigh Valley, Inc. (d/b/a
Flanigan, O'Hara, Gentry & Associates) on March 1, 1995; (k) any Employee of the
Company who was an employee of Daugherty & Company Insurance Brokers, Inc. on
January 1, 1996; (l) any Employee of the Company who was an employee of
Bechwith-Hightower & Renberg Insurance Services, Inc. on January 1, 1996; (m)
any Employee of the Company who was an employee of Gillette & Company, Inc. on
July 1, 1996; (n) any Employee of the Company who was an employee of Carpenter &
Pelton, Inc. on March 1, 1996; (o) any Employee of the Company who was an
employee of Hogg Robinson of New Hampshire on April 1, 1996; (p) any Employee of
the Company who was an employee of Hogg Robinson of New York on November 1,
1995; (q) any Employee of the Company who was an employee of Henderson &
Phillips, Inc. on June 1, 1996; (r) any Employee of the Company who was an
employee of Hurley, Atkins & Stewart, Inc. on June 1, 1996; (s) any Employee of
the Company who was an employee of Karp Insurance Consultants, Inc. on September
1, 1996; (t) any Employee of the Company who was an employee of Sponsored
Marketing Insurance Administrators, Inc. (d/b/a Shared Medical Alternatives on
June 1, 1996; and (u) any Employee of the Company who was an employee of McCrea
& Gallen, Inc. on December 31, 1996, shall receive credit for service performed
with any such entity as though such service had been performed for the Company.
In no event shall pre-participation service credited pursuant to this section on
account of an amendment to this Plan exceed the five-year period described in
Income Tax Regulation Section 1.401(a)(4)-5(a)(3).


<PAGE>
                                      -15-


                                   ARTICLE III

                         CONTRIBUTION TO THE TRUST FUND


     3.1 (a) The Company, for each of its Fiscal Years, may, in its discretion,
make a contribution to the Trust Fund in an amount to be determined by action of
the Board of Directors at or before the close of any such Fiscal Year; provided,
however, that no such contribution shall exceed the maximum amount deductible
under the Code.

     (b) Pursuant to a salary reduction agreement, a dollar amount not to exceed
fifteen percent (15%) of the Compensation paid to an Employee Participant while
he was a Participant for such Fiscal Year; such amount to be considered an
Employer or Company Elective Contribution for accruing a deferred Retirement
benefit.

     (c) All other Company contributions shall be made in accordance with the
provisions of this Article III.

     In no event shall the total contributions made by the Company, as described
in this Section 3.1, exceed the maximum amount deductible under the Code.
Notwithstanding the foregoing, Company contributions made pursuant to this
section shall be allocated to the Account of each Participant in an amount
determined by multiplying the Company's contribution for any Plan Year by a
fraction, the numerator of which is the Participant's Compensation for the Plan
Year and the denominator of which is the aggregate compensation of all
Participants for such Plan Year.

     The Employer may, notwithstanding any other provision of the Plan, make all
contributions to the Plan without regard to current or accumulated earnings and
profits for the taxable year or years ending with or within such Plan Year.
Notwithstanding the foregoing, the Plan shall continue to be designed to qualify
as a profit-sharing plan for purposes of Sections 401(a), 402, 412, and 417 of
the Code.

     3.2 Payments on account of the contributions due from the Company for any
year may be made in cash or in kind or in investments authorized under the Trust
Agreement as long as there is no violation of the provisions of Section 4975 of
the Code. Payment of the contribution due for any Fiscal Year shall be completed
by the time prescribed by law for filing the return for such Fiscal Year,
including extensions thereof.

     *3.3 Effective as of April 1, 1995, each Employee Participant shall have
right to make and file with the Trustees, on a form prescribed by the Trustees,
a written election to accept a reduction in salary from the Company. In
consideration of such election the Company shall make a contribution to such
Participant's Salary Deferral Account within a reasonable time which cannot
exceed ninety (90) days, on behalf of the Participant for such Fiscal Year equal
to


<PAGE>
                                      -16-


the total amount by which the Participant's Compensation was reduced during such
Fiscal Year pursuant to the election. Payment of this contribution by the
Company shall be made not later than the time prescribed by law for filing the
return for such Fiscal Year, including extensions thereof. A reduction of any
percentage of Compensation up to four (4%) percent shall be matched by Company
contributions as stated in Section 3.4. Any change in the amount elected by the
Participant can be made as of the first day of any calendar quarter but prior to
the next to last business day of December of such year for the following year.
Deferrals may be suspended at any time. If a Participant elects to suspend
deferrals, he may subsequently elect to resume making deferrals as of the first
day of any calendar quarter following suspension. All contributions shall be
made by payroll deduction.

     In addition, any election by a Participant of a reduction of any amount of
Compensation in excess of four percent (4%) shall not be matched by Company
contributions. Notwithstanding the above, the Company may require that some or
all Participants amend or revoke all salary reductions elected pursuant to this
Section 3.3 if the purpose of such requirement is to insure that the
discrimination tests of Section 401(k) of the Code, with respect to the
percentages of deferred benefits, are met for the Fiscal Year.

     The Actual Deferral Percentage under this Section 3.3 for Participants for
any Plan Year who are Highly Compensated Employees shall not exceed the greater
of (a) or (b) as follows:

          (a) the average Actual Deferral Percentage of Compensation for the
     Participants who are Non-Highly Compensated Employees, times 1.25; or

          (b) the Actual Deferral Percentage of Compensation for the
     Participants who are Non-Highly Compensated Employees times 2; provided
     however, the Actual Deferral Percentage of Compensation for Participants
     who are Highly Compensated Employees may not exceed the Actual Deferral
     Percentage for Participants who are Non-Highly Compensated Employees by
     more than two percentage points or such lesser amount as prescribed under
     Income Tax Regulation ss. 1.401(m)-2, the provisions of which are
     incorporated herein by reference, to prevent the multiple use of this
     alternative limitation with respect to any Highly Compensated Employee.

          (c) The Plan is deemed to satisfy the percentage stated in (a) or (b)
     if all Participants are Highly Compensated Employees.

     No Employee shall be permitted to have Elective Deferrals made under this
Plan during any calendar year in excess of $9,240 multiplied by the Adjustment
Factor as provided by the Secretary of the Treasury.

     In the event that the dollar limitation is exceeded, the Trustees shall
distribute such excess amount, and any income allocable to such amount, to the
Participant not later than the first April 15th following the close of the
Participant's taxable year. If there is a loss alloc-


<PAGE>
                                      -17-


able to such excess amount, the distribution shall in no event be less than the
lesser of the Participant's Salary Deferral Account or the Participant's
Deferred Compensation for the Plan Year. Excess contributions of Participants
who are subject to the Family Member aggregation rules shall be allocated among
the Family Members, in proportion to the Elective Deferrals (and amounts treated
as Elective Deferrals) of each Family Member that is combined to determine the
combined Actual Deferral Percentage.

     In the event that neither percentage test is satisfied, as set forth in
this Section 3.3, on or before the 15th day of the third month following the end
of each Plan Year, but in no event no later than the close of the following Plan
Year, the Company shall, to the extent necessary to conform to the limitations
established by the percentage tests, reduce and withdraw the amount of Company
contribution allocated under Section 5.1 of the Plan for some or all of the
Highly Compensated Employees or increase the amount of Company contributions to
the Non-Highly Compensated Employee Participants. If the amount of Company
contribution is to be reduced for Highly Compensated Employees, the excess
amount shall be determined in a fashion such that the Actual Deferral Percentage
of the affected Participant(s) who elected the highest Actual Deferral
Percentage shall be first lowered to the level of the affected Participant(s)
who elected the next to the highest Actual Deferral Percentage, or such lesser
percentage as shall be necessary to achieve compliance with the test contained
in this Section 3.3. If further overall reductions are required to achieve
compliance with the tests contained in this Section 3.3, both of the above
Participant's or group of Participants' Actual Deferral Percentages shall be
lowered to the level of the next highest Participant(s)', or such lesser
percentage as shall be necessary to achieve compliance with the tests contained
in this Section 3.3, and so on, continuing until sufficient total reductions
have occurred to achieve compliance with the tests contained in this Section
3.3. Consequently, any reduction in the Company contribution allocated to such
an Employee Participant shall be treated as additional Compensation payable to
such Employee Participant and shall be paid to him as a cash payment, and such
amount shall be considered as taxable income to the Participant.

     (d) A contribution paid as an Elective Deferral can be taken into account
for a Plan Year only if each of the following requirements is satisfied:

          (1) The Elective Deferral amount is allocated to the Employee's
     Account under the Plan as of a date within that Plan Year. For purposes of
     this rule, an Elective Deferral amount is considered allocated as of a date
     within a Plan Year only if:

               (i) The allocation is not contingent upon the Employee's
          participation in the Plan or performance of services on any date
          subsequent to that date, and

               (ii) The Elective Deferral amount is actually paid to the Trust
          no later than the end of the 12-month period immediately following the
          Plan Year to which the contribution relates.

          (2) The Elective Deferral amount relates to Compensation that either:


<PAGE>
                                      -18-


               (i) Would have been received by the Employee in the Plan Year but
          for the Employee's election to defer, or

               (ii) Is attributable to services performed by the Employee in the
          Plan Year and, but for the Employee's election to defer, would have
          been received by the Employee within two and one-half (2 1/2) months
          after the close of the Plan Year.

     3.4 (a) Effective as of April 1, 1995, as of the end of each calendar
quarter of the Plan Year during which a Participant elects a salary reduction,
the Company may, subject to Section 3.3, make a Matching Contribution to the
Participant's Matching Contribution Account which shall be equal to seventy-five
percent (75%) of the amount contributed to the Participant's Salary Deferral
Account pursuant to the Participant's salary reduction election with respect to
such calendar quarter. A Participant must be employed on the last day of a
calendar quarter or have died, retired or become disabled during such calendar
quarter in order to receive such Matching Contribution attributable to his
Elective Deferral for such period. The Company shall not contribute any Matching
Contributions with respect to any contributions made to the Participant's Salary
Deferral Account that exceed three percent (3%) of that portion of the
Participant's Compensation paid as of the date of reference. Matching
Contributions shall be funded to the extent feasible out of forfeitures
available for allocation as stated under Section 6.5(d). If the Company consists
of more than one entity, then this Paragraph (a) of Section 3.4 shall apply
separately to each such entity. Effective only for the Plan Year beginning in
January 1, 1996, notwithstanding the foregoing, TriWest Insurance Services, Inc.
shall not make Matching Contributions with respect to the contributions made to
the Salary Deferral Accounts of any of its eligible Employees under the Plan
unless and until the Board of Directors of TriWest Insurance Services, Inc., by
written resolution, in its sole discretion as to the amount thereof, determines
to make such Matching Contributions as described above for its eligible
Employees with respect to any calendar quarter.

(b)      Within thirty (30) days after the end of the Plan Year, a portion of
         the Company's Non-Elective Contribution shall be deemed a Qualified
         Non-Elective Contribution for purposes of the percentage tests
         described in Section 3.3, if applicable, and for vesting and withdrawal
         purposes pursuant to Section 6.5. Such portion shall be equal to an
         amount necessary to satisfy one of the tests set forth in Section 3.3
         and shall be reallocated to the Accounts of all Non-Highly Compensated
         Employee Participants, if necessary with respect to any Plan Year, in
         the same proportion that each such Non-Highly Compensated Employee
         Participant's Elective Deferrals for the year bears to the total
         Elective Deferrals for the Plan Year of reference. Such reallocation
         shall be made on behalf of Non-Highly Compensated Employee Participants
         only.

     (c) If necessary, within thirty days (30) after the end of the Plan Year,
the Company shall make a contribution on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy one of the tests set forth in
Section 3.3. Such contribution shall be


<PAGE>
                                      -19-


deemed a Qualified Non-Elective Contribution and allocated to the Company
Contribution Account of all Non-Highly Compensated Employee Participants with
respect to any Plan Year, in the same proportion that each such Non-Highly
Compensated Employee Participant's Elective Deferral for the Plan Year of
reference bears to the total Elective Deferrals for the Plan Year.

     (d) For purposes of this Article III and Sections 6.5 and 6.6 of this Plan,
the following definitions shall be used:

          (1) "Actual Deferral Percentage" shall mean the ratio (expressed as a
     percentage), of Elective Deferrals (including Excess Elective Deferrals of
     Highly Compensated Employees) and Qualified Employer Deferral Contributions
     on behalf of the Eligible Employee Participants for the Plan Year to the
     Eligible Employee Participant's Compensation for the Plan Year. Elective
     Deferrals shall exclude (a) Excess Elective Deferrals of Non-Highly
     Compensated Employees that arise solely from this Plan and (b) Elective
     Deferrals that are taken into account in the Contribution Percentage test
     (provided the Actual Deferral Percentage is satisfied both with and without
     exclusion of these Elective Deferrals).

          (2) "Average Actual Deferral Percentage" shall mean the average
     (expressed as a percentage) of the Actual Deferral Percentages of the
     Eligible Participants in a group.

          (3) "Qualified Employer Deferral Contributions" shall mean Qualified
     Non-Elective Contributions taken into account under the terms of the Plan
     without regard to this section in determining the Actual Deferral
     Percentage.

          (4) "Eligible Employee Participant" shall mean any Employee of the
     Employer who is otherwise authorized under the terms of the Plan to have
     Elective Deferrals or Qualified Employer Deferral Contributions allocated
     to his Account for the Plan Year.

     3.5 (a) (1) For purposes of this section, the Actual Deferral Percentage of
any Participant who is a Highly Compensated Employee and who is eligible to have
Elective Deferrals or Qualified Employer Deferral Contributions allocated to his
Account under two or more plans described in Section 401(a) of the Code,
including arrangements described in Section 401(k) of the Code that are
maintained by the Employer or any Affiliated Employer, shall be determined as if
all such Elective Deferrals or Qualified Employer Deferral Contributions are
made under each plan. In addition, if a Highly Compensated Employee participates
in two or more such plans that have different plan years, all such plans having
plan years ending with or with the same calendar year shall be treated as a
single plan.

     (2) In the event that this Plan satisfies the requirements of Sections
401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
section of the Code only if aggregated with this


<PAGE>
                                      -20-


Plan, then this section shall be applied by determining the Actual Deferral
Percentages of Participants in such plans, as if such plans were a single plan,
provided, however, that plans may be aggregated in order to satisfy Section
401(k) of the Code only if they have the same Plan Year.

     (b) For purposes of determining the Actual Deferral Percentage of a
Participant who is a Highly Compensated Employee, the Elective Deferrals,
Qualified Employer Deferral Contributions and Compensation of such Participant
shall include the Elective Deferrals, Qualified Employer Deferral Contributions
and Compensation of Family Members, and such Family Members shall be disregarded
in determining the Actual Deferral Percentage for Participants who are
Non-Highly Compensated Employees.

     (c) The determination and treatment of the Elective Deferral, Qualified
Non-Elective Contributions and Actual Deferral Percentage of any Participant
shall satisfy such other requirements as may be prescribed by the Secretary of
the Treasury.

     3.6 (a) The Average Contribution Percentage for Eligible Employee
Participants who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Contribution Percentage for Eligible Employee Participants
who are Non-Highly Compensated Employees for the Plan Year multiplied by 1.25;
or

     (b) The Average Contribution Percentage for Eligible Employee Participants
who are Highly Compensated Employees for the Plan Year shall not exceed the
Average Contribution Percentage for the Eligible Employee Participants who are
Non-Highly Compensated Employees for the Plan Year multiplied by two (2),
provided that the Average Contribution Percentage for Eligible Employee
Participants who are Highly Compensated Employees does not exceed the Average
Contribution Percentage for Eligible Employee Participants who are Non-Highly
Compensated Employees by more than two (2) percentage points or such lesser
amount as the Secretary of the Treasury shall prescribe to prevent the multiple
use of this alternative limitation with respect to any Highly Compensated
Employee.

     (c) For purposes of this Article III, and for purposes of Section 6.8 of
this Plan, the following definitions shall apply:

          (1) "Average Contribution Percentage" shall mean the average
     (expressed as percentage) of the Contribution Percentages of the Eligible
     Employee Participants in a group.

          (2) "Contribution Percentage" shall mean the ratio (expressed as a
     percentage) of the sum of the Employee Contributions and Matching
     Contributions under the Plan on behalf of the Eligible Employee Participant
     for the Plan Year to the Eligible Employee Participant's Compensation for
     the Plan Year. Such amount shall not include Matching Contributions that
     are forfeited either to correct excess aggregate contributions or be-


<PAGE>
                                      -21-


     cause the contributions to which they relate are excess deferrals, excess
     contributions or excess aggregate contributions.

          (3) "Eligible Employee Participants" shall mean any Employee of the
     Employer who is otherwise authorized under the terms of the Plan to have
     Employee contributions or Matching Contributions allocated to his Account
     for the Plan Year.

     3.7 (a) For purposes of this section, the Actual Contribution Percentage of
any Participant who is a Highly Compensated Employee and who is eligible to have
Matching Contributions, Qualified Non-Elective Contributions or Elective
Deferrals allocated to his Account under two or more plans described in Section
401(a) of the code, including arrangements described in Section 401(k) of the
Code that are maintained by the Employer or any Affiliated Employer, shall be
determined as if all such amounts are made under each plan. In addition, if a
Highly Compensated Employee participates in two or more such plans that have
different plan years, all such plans having plan years ending with or with the
same calendar year shall be treated as a single plan.

     (b) In the event that this Plan satisfies the requirements of Sections
401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such
section of the Code only if aggregated with this Plan, then this section shall
be applied by determining the Contribution Percentages of participants in such
plans, as if such plans were a single plan, provided, however, that plans may be
aggregated in order to satisfy Section 401(m) of the Code only if they have the
same Plan Year.

     (c) For purposes of determining the Contribution Percentage of an Eligible
Employee Participant who is a Highly Compensated Employee, the Employee
Contributions, Matching Contributions and Compensation of such Participant shall
include the Employee Contributions, Matching Contributions and Compensation of
Family Members, and such Family Members shall be disregarded in determining the
Contribution Percentage for Eligible Employee Participants who are not Highly
Compensated Employees.

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

     (e) Any Excess Aggregate Contributions with respect to Highly Compensated
Employees shall be reduced progressively to the highest uniform percentage of
each such Participant's Compensation which the Employer, in its discretion,
shall deem to be permissable to ensure that the Average Contribution Percentage
of such group does not exceed the maximum allowable percentage in accordance
with the leveling method set forth under Income Tax Regulations Section
1.401(k)-1(f)(2).


<PAGE>
                                      -22-


     (f) For purposes of this paragraph and Section 3.8 and 6.8, "Excess
Aggregate Contributions" shall mean with respect to any Plan Year, the excess
of:

          (1) the amount of Matching Contributions of a Highly Compensated
     Employee for such Plan Year, over

          (2) the maximum allowable amount of Matching Contributions determined
     in accordance with the Average Contribution Percentage test described in
     Section 3.6. Such determination shall be made after first determining
     "excess deferrals" and then determining "excess contributions" pursuant to
     Section 3.3(c).

     3.8 If, with respect to the Plan Year of reference Elective Deferrals and
Matching Contributions are credited to the Account of a Participant who is a
Highly Compensated Employee and the sum of the Actual Deferral Percentage and
the Average Contribution Percentage of such Participant exceeds the Aggregate
Limit, then the Contribution Percentage of such Participant shall be reduced
(beginning with the Highly Compensated Employee whose Contribution Percentage is
the highest) so that such limit is not exceeded. The amount by which each such
Highly Compensated Employee's Contribution Percentage is reduced shall be
treated as an Excess Aggregate Contribution. For purposes of this Section,
"Aggregate Limit" shall mean the greater of (a) the sum of (1) one hundred
twenty-five percent (125%) of the greater of the Actual Deferral Percentage of
the group of Participants who are not Highly Compensated Employees for the Plan
Year ("Relevant Actual Deferral Percentage") or the Average Contribution
Percentage of the group of Participants who are not Highly Compensated Employees
for the Plan Year ("Relevant Average Contribution Percentage"); and (2) two (2)
percentage points plus the lesser of the Relevant Actual Deferral Percentage or
the Relevant Average Contribution Percentage; provided, however, that in no
event shall the amount in this subparagraph (a)(2) exceed two hundred percent
(200%) of the lesser of the Relevant Actual Deferral Percentage or the Relevant
Average Contribution Percentage; or (b) the sum of (1) one hundred twenty five
percent (125%) of the lesser of the Relevant Actual Deferral Percentage or the
Relevant Average Contribution Percentage; and (2) two (2) percentage points plus
the greater of the Relevant Actual Deferral Percentage or the Relevant Average
Contribution Percentage; provided, however, that in no event shall the amount in
this paragraph (b)(2) exceed two hundred percent (200%) of the greater of the
Relevant Actual Deferral Percentage or the Relevant Average Contribution
Percentage. Instead of making this reduction, the Company may eliminate the
multiple use of such alternative limitation by making Qualified Non-Elective
Contributions in accordance with Section 3.4(c) of the Plan.

     3.9 Any voluntary Employee contributions made by a Participant to a
Predecessor Plan (as defined in Section 10.5 of the Plan), prior to the
Effective Date of the Plan and transferred to this Plan, shall be maintained in
a Voluntary Contribution Account for such Participant. The balance in each
Participant's Contribution Account shall be fully vested at all times and shall

<PAGE>
                                      -23-


not be subject to forfeiture for any reason. Voluntary contributions shall not
be permitted under this Plan.

     The amount of all such voluntary contributions, together with all increases
and decreases in the value thereof, as determined under Section 5.2, shall be
used only for the purpose of providing benefits hereunder to such Participant in
addition to the benefits to be provided from the Company's contributions. The
portion of a Participant's Account attributable to his voluntary contributions,
together with all increases and decreases in the value thereof, as determined
under Article V, Section 5.2, shall not be forfeitable for any reason
whatsoever. The Trustees shall annually ascertain the portion of an Account
which is attributable to the Company's contribution and the portion which is
attributable to the Participant's voluntary contributions. For purposes of
administrative convenience, the following rules shall be followed concerning the
withdrawal of a voluntary contribution: the Participant may at any time during
the Plan Year, but not more frequently than once a year, notify the Trustees of
his intention to withdraw all or any part of his Account attributable to his
voluntary contributions and earnings thereon. Any request for a withdrawal shall
be honored as soon as possible, but for administrative convenience, no
withdrawal shall be less than $100. Any withdrawal made by a Participant from
funds in his Account credited to his voluntary contributions under a Predecessor
Plan prior to December 31, 1986 and available for withdrawal on May 5, 1986 from
such plan without requiring Termination of Employment shall be charged first
against, and shall be considered a distribution of, his voluntary contributions
to such Account under this Plan and shall not be considered a distribution of
the Participant's share of any earnings of the Fund or increase or decrease in
the value of assets of the Fund attributable to his voluntary contributions,
unless the amount withdrawn by the Participant exceeds the amount of voluntary
contributions made by him. If a Participant makes a withdrawal from his
voluntary contributions credited to his Account after December 31, 1986, such
withdrawal shall be apportioned on a recovery of voluntary contributions
previously made and not withdrawn, and a distribution of earnings and accretions
of those contributions in accordance with Section 72(e)(8) of the Code. If the
amount that a Participant wishes to withdraw is a part of the Trust Fund, then
the distribution shall be made by the Trustees as soon as possible after the
Anniversary Date, and the amount of such withdrawal shall be deducted from the
Participant's Account as of the Anniversary Date. The Plan shall accept no
voluntary contributions designated by the Participant as deductible employee
contributions (within the meaning of Section 72(o)(5)(A) of the Code). Employee
voluntary contributions shall be separately accounted for at all times.
Notwithstanding anything stated herein to the contrary, with respect to
protected benefits under Code Section 411(d)(6) of the Code, no withdrawal of
voluntary contributions by a married Participant can be made unless a spousal
consent is obtained as described in Section 6.3 of the Plan.

     3.10 The Plan Administrator, in its sole discretion, may determine that
each Participant shall have the right to direct the Trustees in the investment
of all or a portion of his vested interest in his individual Account and any
increment gained or realized thereon. If such authorization is given by the Plan
Administrator, a Participant may, subject to a procedure estab-


<PAGE>
                                      -24-


lished and applied in a uniform nondiscriminatory manner, direct the Trustees in
writing to invest such monies in a broad range of specific assets, specific
funds and investments selected by the Trustees and permitted under the Plan and
in accordance with Section 404(c) of ERISA and the regulations promulgated
thereunder. That portion of the Account of any Participant so directing shall
thereupon be considered a "Directed Investment Account", which shall not share
in Trust Fund earnings. To the extent so directed, the Trustees are relieved of
their fiduciary duties as provided in Section 404(c) of ERISA and the Trustees
shall be fully protected in making investments directed by such Participant and
in retaining such investments until directed otherwise by such Participant.

     In the absence of any direction to invest, the Participant's allocations
shall be added to and shall constitute a part of the Trust Fund, and the
Trustees shall have the same investment powers with respect to all or part of
the Participant's Account balance as the Trustees have in respect to the rest of
the Trust Fund. If the Participant elects to direct the investment of his
contributions, the investment made of such part of the Participant's Account
shall be segregated from the other assets of the Trust Fund and from the other
Accounts of Employees, and any income, gain, loss or expense shall be separately
credited or charged to such Employee's Account, and the same shall not be taken
into account in the allocations made under Section 5.2. Notwithstanding the
foregoing, modifications in contributions to, or in allocations of, a
Participant's Directed Investment Account may be effectuated by the Participant
through a telephone interactive voice response system implemented by the Company
and established and applied in a uniform non-discriminatory manner in lieu of a
written instruction by the Participant to the Trustees.

     3.11 All contributions made by the Company are made for the exclusive
benefit of the Participants and their beneficiaries, and such contributions
shall not be used for nor diverted to purposes other than for the exclusive
benefit of the Participants and their beneficiaries (including the costs of
maintaining and administering the Plan and Trust). Notwithstanding the
foregoing, amounts contributed to the Trust by the Company may be refunded to
the Company under the following circumstances and subject to the following
limitations:

     (a) Initial Non-qualification. If the Plan fails initially to satisfy the
qualification requirements of Section 401(a) of the Code, and if the Company
declines to amend the Plan to satisfy such qualification requirements,
contributions made prior to the determination that the Plan has failed to
qualify shall be returned to the Company within one (1) year of the date the
Plan fails to qualify, but only if the application for the qualification is made
by the time prescribed by law for filing the Company's return for the taxable
year in which the Plan is adopted or such later date as the Secretary of the
Treasury may prescribe.

     (b) Disallowance of Deduction. To the extent that a federal income tax
deduction is disallowed for any contribution made by the Company, the Trustees
shall immediately


<PAGE>
                                      -25-


refund to the Company the amount so disallowed upon presentation, within one (1)
year of the date of such disallowance, of evidence thereof and a demand by
Company for such refund.

     (c) Mistake of Fact. In the case of a contribution which is made in whole
or in part by reason of a mistake of fact, so much of such contribution as is
attributable to the mistake of fact shall be returnable to Company on demand,
upon presentation of evidence of the mistake of fact to the Trustees and of
calculations as to the impact of such mistake. Demand and repayment must be
effectuated within one (1) year after the payment of the contribution to which
the mistake applies.

     In the event that any refund is paid to the Company hereunder, such refund
shall be made without interest and reduced by its share of investment losses,
and shall be apportioned among the Accounts of the Participants as an investment
loss except to the extent that the amount of the refund can be attributed to one
or more specific Participants (as in the case of certain mistakes of fact,
disallowances of compensation resulting in reduction of deductible
contributions, etc.) in which case the amount of the refund attributable to each
Participant's Account shall be debited directly against such Account.

                                   ARTICLE IV

                                   ELIGIBILITY


     4.1 All individuals who were Employees of USI Insurance Services Corp.
("USI") or a predecessor entity acquired by USI on or prior to the Effective
Date shall be Participants as of the Effective Date of the Restated Plan.
Notwithstanding the foregoing, (a) any employee of Progressive Plan
Administrators, Inc., who become an Employee of USI on February 1, 1995, shall
be a Participant as of such date; (b) any employee of Flanigan, O'Hara & Gentry,
Inc. on March 1, 1995, shall become a Participant as of July 1, 1995, if he
remains employed by the Company on July 1, 1995; (c) any employee of United
California Insurance Agency on April 1, 1995, shall become a Participant as of
July 1, 1995, if he remains employed by the Company on July 1, 1995; (d) any
employee of El Camino Insurance Agency on April 1, 1995, shall become a
Participant as of July 1, 1995, if he remains employed by the Company on July 1,
1995; (e) any employee of USI California Insurance Services, Inc. (formerly
known as Hambrecht & Quist Insurance Brokers, Inc.) on May 1, 1995, shall become
a Participant as of July 1, 1995, if he remains employed by the Company on July
1, 1995; (f) any employee of Association Growth Enterprises, Inc. on July 1,
1995 shall become a Participant on August 1, 1995, if he remains employed by the
Company on August 1, 1995; (g) any employee of Julius Moll & Son, Inc. on July
1, 1995 shall become a Participant on August 1, 1995, if he remains employed by
the Company on August 1, 1995; (h) any employee of Benefit Plan Administrators,
Inc. on July 1, 1995 shall become a Participant as of January 1, 1996, if he
remains employed by the Company on January 1, 1996; (i) any employee of Thomas
E. Wood, Inc. on July 27, 1995, shall become a


<PAGE>
                                      -26-


Participant on September 1, 1995 if he remains employed by the Company on
September 1, 1995; (j) any employee of The Insurance Exchange, Inc., Bechard
Insurance Agency, Inc., INEX Alternative Programs Administrators, Inc. and INEX
Alternative Programs, Inc. on October 25, 1995, shall become a Participant on
January 1, 1996 if he remains employed by the Company on January 1, 1996; (k)
any employee of Insurance Agency of Lehigh Valley, Inc. (d/b/a Flanigan, O'Hara,
Gentry & Associates) on March 1, 1995 shall become a Participant on July 1, 1995
if he remains employed by the Company on July 1, 1995; (l) any employee of
Daugherty & Company Insurance Brokers, Inc. on January 1, 1996 shall become a
Participant on January 1, 1996 if he remains employed by the Company on January
1, 1996; (m) any employee of Beckwith-Hightower & Renberg Insurance Services,
Inc. on January 1, 1996 shall become a Participant on January 1, 1996 if he
remains employed by the Company on January 1, 1996, (n) any employee of
Carpenter & Pelton, Inc. on March 1, 1996 shall become a Participant on March 1,
1996 if he remains employed by the Company on March 1, 1996; (o) any employee of
Hogg Robinson of New Hampshire on April 1, 1996 shall become a Participant on
April 1, 1996 if he remains employed by the Company on April 1, 1996; (p) any
employee of Hogg Robinson of New York on November 1, 1995 shall become a
Participant on November 1, 1995 if he remains employed by the Company on
November 1, 1995; (q) any employee of Henderson & Phillips, Inc. on June 1, 1996
shall become a Participant on June 1, 1996 if he remains employed by the Company
on June 1, 1996; (r) any employee of Hurley, Atkim & Stewart, Inc. on June 1,
1996 shall become a Participant on June 1, 1996; if he remains employed by the
Company on June 1, 1996; (s) any employee of Karp Insurance Consultants, Inc. on
September 1, 1996 shall become a Participant on September 1, 1996 if he remains
employed by the Company on September 1, 1996; (t) any employee of Sponsored
Marketing Insurance Administrators, Inc. (d/b/a Shared Medical Alternatives) on
June 1, 1996 shall become a Participant on June 1, 1996 if he remains employed
by the Company on June 1, 1996; and (u) any employee of McCrea & Gallen, Inc. on
December 31, 1996 shall become a Participant on January 1, 1997 if he remains
employed by the Company on January 1, 1997. Except as provided in Section 4.3,
each other Employee shall become a Participant on the earlier of (1) the first
day of the first Plan Year after he completes one thousand Hours of Service
(1,000) during any Eligibility Computation Period, or (2) the first day of the
seventh month of the first Plan Year coincident with or next following the date
on which such Employee completes one thousand (1,000) Hours of Service during
any Eligibility Computation Period.

     4.2 Subject to the provisions of Section 4.4 hereof, an individual who
becomes eligible to participate shall remain a Participant during his Term of
Employment and shall also be a Participant for the entire Fiscal Year in which
his participation commences and in which his employment terminates because of
his death, Total Disability or Retirement.

     4.3 Notwithstanding the provisions of Sections 4.1 and 4.2, an individual
who was not a Participant in the Plan on the Effective Date shall not be
eligible to participate for any Fiscal Year prior to the Fiscal Year in which he
attains his twenty-first (21st) birthday and completes one thousand (1,000)
Hours of Service during an Eligibility Computation Period.


<PAGE>
                                      -27-


     4.4 Every Employee whose Term of Employment ends and is later resumed may
be deemed a new Employee as of the date of the resumption of his employment. In
the case of a Participant who, under the Plan, does not have any non-forfeitable
right to an accrued benefit derived from Company contributions, Years of Service
before any one-year Break in Service shall not be required to be taken into
account for purposes of determining eligibility to participate if the number of
consecutive one-year Breaks in Service equals or exceed the greater of five (5)
Years of Service or the aggregate number of such Years of Service prior to such
break, whether or not such period of break is an initial Break in Service or any
subsequent Break in Service. If the number of consecutive one-year Breaks in
Service is less than the greater of five (5) Years of Service or the aggregate
number of Years of Service prior to such break, then completion of at least
1,000 Hours of Service within the first twelve (12) months from the date of
re-employment shall entitle the Employee to resume active participation
retroactively to his re-employment commencement date. In the case of a
Participant who has a vested right to an accrued benefit and incurs a one-year
Break in Service, service before such break shall not be required to be taken
into account unless he completes a Year of Service from the date of
re-employment. Completion of at least 1,000 Hours of Service within this period
entitles the Employee to resume active participation retroactively to his
re-employment commencement date. Any person who experienced a Break in Service
but who had a vested interest in his Account under this Plan by reason of a
prior period of participation shall be readmitted to participation as of the
date on which he resumes his status as an Employee.

     4.5 On or as of the last day of each Fiscal Year, the Company shall prepare
and file with the Trustees a list of all of the eligible Employees for such
year, such list to state the name, address, amount of Compensation and period of
service of such Employee, and, if his service has terminated during such year,
whether by Retirement, death or otherwise, the date of such termination.

     4.6 When an Employee of the Company becomes eligible to participate, he
shall be informed of that fact by the Trustees.

     4.7 Officers and directors of the Company who are Employees shall
participate in the Plan on the same basis as other Employees.

     4.8 All doubtful cases of eligibility shall be resolved by the Trustees,
whose determination shall be final and conclusive. The burden of establishing
eligibility shall be upon the Employee.

     4.9 The Trustees shall have the right to secure from each Employee evidence
in respect to the date of his birth, the correctness of his name, the date of
his employment with the Company, and his marital status.

     4.10 Participation in the Plan by Employees shall be automatic upon
completing the eligibility requirements set forth in this Article IV.


<PAGE>
                                      -28-


     4.11 Notwithstanding any other provisions of the Plan, for purposes of the
pension requirements of Section 414(n)(3) of the Code, the Employees of the
Employer shall not include individuals defined as Leased Employees in Section
2.13 of this Plan.

     4.12 A Leased Employee within the meaning of Section 414(n)(2) of the Code
shall become a Participant in, or accrue benefits under, the Plan based on
service as a Leased Employee only as provided in provisions of the Plan other
than this Section IV.

     4.13 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 shall participate immediately upon returning to an
eligible class of employees. If such Participant incurs a Break in Service,
eligibility shall be determined under the Break in Service rules under the Plan.
In the event an Employee who was not a member of an eligible class of employees
becomes a member of an eligible class, such Employee shall participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Participant.

     In the event that an Employee is transferred between participating
Employers of the Company as defined in Section 2.7, the Employee involved shall
carry with him his accumulated service and eligibility. No such transfer shall
effect a Termination of Employment hereunder, and the participating Employer to
which the Employee is transferred shall thereupon become obligated hereunder
with respect to such Employee in the same manner as was the participating
Employer from whom the Employee was transferred.

                                    ARTICLE V

                          ANNUAL ADDITIONS LIMITATIONS


     *5.1 All amounts which are determined as of the Anniversary Date and
allocated to a Participant's Company Contribution Account, Matching Contribution
Account and Salary Deferral Account as provided in Section 3.1 and 3.3,
respectively, shall be known as Annual Additions and treated as follows:

     The Trustees shall provide three (3) or more separate investment funds for
investment of Trust Fund assets and permit the Participants to direct the
investment of all of their individual Accounts, as long as such investments do
not violate any provision of ERISA or constitute a distribution for income
purposes under the Code. At the request of a Participant, all or a portion of
the Account of such Participant shall be allocated or reallocated for investment
in one or more of the selected funds provided by the Trustees. All income, gain,
loss or expense attributable to these investments shall be separately charged to
them by the respective funds. In the


<PAGE>
                                      -29-


absence of any direction to invest all or any portion by the Participant, the
Trustees shall invest all or such portion of the Participant's Account in the
lowest risk investment fund.

     (a) Anything in the Plan to the contrary notwithstanding, for purposes of
the Plan, "Annual Addition" shall mean the amount allocated to a Participant's
Account during the Limitation Year that constitutes:

          (1) Company contributions allocated to his Company Contribution
     Account;

          (2) The amount of the Participant's voluntary after-tax contributions;

          (3) Forfeitures reallocable to the Participant's Account;

          (4) Amounts allocated with respect to a Participant, after March 31,
     1984, to an individual medical benefit account, as defined in Section
     415(1)(2) of the Code, which is part of a pension or annuity plan
     maintained by the Employer: and

          (5) Amounts derived from contributions paid or accrued after December
     31, 1985, in taxable years ending after such date, which are attributable
     to post-retirement medical benefits allocated to the separate account of a
     Participant who is a key employee, as defined in Section 419A(d)(3) of the
     Code, under a welfare benefit fund, as defined in Section 419(e) of the
     Code, maintained by the Employer.

     (b) The maximum Annual Addition that may be contributed or allocated to a
Participant's Account under the Plan for any Limitation Year shall not exceed
the lesser of:

          (1) the defined contribution dollar limitation, or

          (2) twenty-five percent (25%) of the Participant's Compensation,
     within the meaning of Section 1.415-2(d) of the Income Tax for the
     Limitation Year.

     (c) The Annual Addition limitation referred to in Section 5.1(b)(ii) shall
not apply to:

          (1) Any contribution for medical benefits (within the meaning of
     Section 419A(f)(2) of the Code) after separation from service which is
     otherwise treated as an Annual Addition, or

          (2) Any amount otherwise treated as an Annual Addition under Section
     415(1)(1) of the Code.

     (d) For purposes of Section 5.1, "Defined Contribution Dollar Limitation"
shall mean $30,000 or, if greater, one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1) of the Code as in effect for the
Limitation Year.


<PAGE>
                                      -30-


     (e) For purposes of applying the limitations of Section 415 of the Code,
"415 Compensation" shall include Participants' earned income, wages, salaries,
and fees for professional services and other amounts received for personal
services actually rendered in the course of employment with the Company
maintaining the Plan (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips and bonuses), and excluding the following:

          (1) Company contributions to a Plan of deferred compensation which are
     not includable in the Employee's gross income for the taxable year in which
     contributed, or Employer or Company contributions under a simplified
     employee pension plan to the extent such contributions are not includable
     in gross income by the Employee, or any distributions from a plan of
     deferred compensation, except any amounts received by an Employee from any
     unfunded non-qualified plan to the extent such amounts are includable in
     the gross income of the Employee.

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

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

          (4) Other amounts which receive special tax benefits, or contributions
     made by the Company (whether or not under a salary reduction agreement)
     toward the purchase of an annuity described in Section 403(b) of the Code
     (whether or not the amounts are actually excludable from the gross amount
     of the Employee).

     For purposes of applying the limitations of this Article V, Compensation
for a Limitation Year is the remuneration actually paid or includable in gross
income during such Limitation Year. Notwithstanding the preceding sentence,
Compensation for a Participant who was permanently and totally disabled is the
compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of Compensation paid immediately before
becoming permanently and totally disabled; such imputed Compensation for the
disabled Participant may be taken into account only if the Participant is not a
Highly Compensated Employee as defined in Section 414(q) of the Code and
contributions made on behalf of such Participant are non-forfeitable when made.

     The Annual Addition for any Limitation Year for any applicable Predecessor
Plan beginning before January 1, 1987 shall not be recomputed to treat all
Employee Contributions as an Annual Addition.

     (f) If any Predecessor Plan satisfied the applicable requirements of
Section 415 of the Code as in effect for all Limitation Years beginning before
January 1, 1987, an


<PAGE>
                                      -31-


amount shall be subtracted from the numerator of this defined contribution plan
fraction (not exceeding such numerator) as prescribed by the Secretary of the
Treasury so that the sum of the defined benefit plan fraction and defined
contribution plan fraction computed under Section 415(e)(1) of the Code (as
revised by this Section IV) does not exceed 1.0 for such Limitation Year.

     Notwithstanding the foregoing, if an individual is a Participant at any
time in both a defined benefit plan and a defined contribution plan maintained
by the Company, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Plan Year may not exceed 1.0. The defined
benefit plan fraction for any Plan Year is a fraction, the numerator of which is
the Participant's projected annual benefit under the Plan (determined at the
close of the Plan Year) and the denominator of which is the lesser of: (1) the
maximum dollar limit for such year times 1.25, or (2) the percentage-of
compensation limit for such years times 1.4. The defined contribution plan
fraction for any Plan Year is a fraction, the numerator of which is the sum of
the Annual Additions to the Participant's Account in such Plan Year and for all
prior Plan Years and the Annual Additions attributable to all welfare benefit
funds as defined in Section 419(e) of the Code, and individual medical accounts,
as defined in Section 415(1)(2) of the Code, maintained by the Company; and the
denominator of which is the sum for all years of an Employee's service,
(regardless of whether a defined contribution plan was maintained by the
Company) of the lesser for each such year of: (i) the maximum dollar limit for
such year times 1.25, or (ii) the amount determined under the
percentage-of-compensation limit for such year times 1.4 (assuming, for this
purpose, that the limitation under the Code had been in effect during such prior
years). For purposes of this limitation, all defined benefit plans of the
Company, whether or not terminated, are to be treated as one defined benefit
plan and all defined contribution plans of the Company, whether or not
terminated, are to be treated as one defined contribution plan. The Trustees may
decide, in their sole discretion, under which of said Plans such a Participant's
benefits are to be limited and, if it is under this Plan, shall advise affected
Participants of any additional limitation on their annual benefits required by
this paragraph.

     Notwithstanding the above, if the Participant was a participant as of the
first day of the first Limitation Year beginning after December 31, 1986, in one
or more defined benefit plans maintained by the Company which were in existence
on May 6, 1986, the denominator of the fraction, described in the preceding
paragraph, shall not be less than 125% of the sum of the annual benefit under
such plans which the Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding any changes in
the terms and conditions of the Plan after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Section 415 of the Code for all Limitation Years
beginning before January 1, 1987. If the Employee was a Participant as of the
end of the first day of the first Limitation Year beginning after December 31,
1986, in one or more defined contribution plans maintained by the Company which
were in existence on May 6, 1986, the numerator of this fraction, described
above, shall be adjusted if the sum of this fraction and the defined benefit
fraction would otherwise exceed 1.0 under the terms of this


<PAGE>
                                      -32-


Plan. Under the adjustment, an amount equal to the product of (1) the excess of
the sum of the fractions over 1.0 times (2) the denominator of this fraction,
shall be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the Plan made after May
5, 1986, but using the Annual Addition limitation of the Code applicable to the
first Limitation Year beginning on or after January 1, 1987.

     For purposes of the limitation of the preceding paragraph as well as the
limitation in Section 5.1(a)(1) or (2), benefits from any plans under which an
active Participant is covered, sponsored by all employers which are members of a
controlled group of businesses as specified in the Code shall be included.

     The "Limitation Year" to be used to determine contribution limits as to any
defined benefit plan included herein, shall be the Plan Year, unless, and until
changed by resolution. If a short Limitation Year is created because of an
amendment changing the Limitation Year to a different twelve (12) consecutive
month period, the maximum permissible amount shall not exceed the defined dollar
limitation multiplied by the following fraction: number of months in the short
Limitation Year divided by twelve (12).

     In the event that the amount tentatively available for allocation to the
Account of any Participant in any Limitation Year exceeds the maximum
permissible hereunder on account of the allocation of forfeitures or a
reasonable error in estimating a Participant's Compensation, there shall first
be returned to the Participant such portion of the voluntary contributions
he/she made during such Limitation Year (if any such voluntary contributions
were made) as is necessary to reduce the Annual Addition to his or her Account
to the maximum allowable hereunder. If further reduction in the amount allocable
to the Participant's Account is required, the Participant's share of Employer
contributions shall be reduced to the extent necessary to result in conformity
to the limitations expressed herein. Such amounts determined pursuant to the
preceding sentence shall then be reallocated among the Accounts of the remaining
active Participants as though an additional Employer contribution for the Plan
Year ending with or within said Limitation Year, provided, however, that such
amounts shall be credited to the Accounts of Participants only to the extent
that is permissible without causing any such Accounts to experience Annual
Additions in excess of the maximum allowable hereunder. If, after all such
reallocations have been completed, there remains a reallocable amount which can
not be reallocated to the Accounts of any of the Participants (because all such
Accounts have been credited with the maximum allowable Annual Addition for the
Limitation Year in issue), such remaining reallocable amount shall be placed in
a suspense account, to be held and applied as an additional Employer
contribution in the next succeeding Limitation Year(s) until exhausted. Such a
suspense account shall not participate in the allocation of the Fund's
investment earnings and losses. All amounts in the suspense account shall be
allocated to Participants' Accounts prior to the allocation of any Employer or
Employee contributions for that Limitation Year.


<PAGE>
                                      -33-


     For purposes of this section, the amounts contributed to any defined
contribution plan, including to an arrangement described in Section 415(l)(2) of
the Code, to the account of an "key employee" as assigned under and described in
an Section 419A(d)(3) of the Code or to the account of an employee pursuant to
Section 408 of the Code maintained by the Employer (or any Affiliated Employer)
shall be aggregated with contributions made by the Employer under this Plan for
any Employee in computing his Annual Addition Limitations. To the extent
required, all plans, whether or not terminated, of the Company and Affiliated
Employers shall be taken into account for purposes of these limitations.

     5.2 The net increase or decrease in a separate Fund in any Fiscal Year
shall mean the difference between the fair market value of the Fund on the first
day of such Fiscal Year and the fair market value of the Fund on the last day of
such Fiscal Year. Such net increase or decrease of the Fund shall be adjusted by
deducting any contribution made by the Company or the Participants for such year
and by adding any amounts paid during such year to Participants or their
beneficiaries. Such adjusted net income or decrease of the Fund shall be
apportioned among the Participants in the same ratio as the Account of each
Participant bears to the total of the Accounts of all Participants, and the
amount so apportioned to each Participant shall be added to or subtracted from
his Account. For the purposes of this Section 5.2, the Account of each
Participant shall be valued as of the last day of the Fiscal Year, but prior to
the credit to his Account of any contribution by the Company or by the
Participant for such year.

     5.3 A Participant does not have an ownership interest in any specific
assets of the Fund.

     5.4 Except as provided in Section 3.10 of the Plan, the amounts allocated
to the Participants shall be invested by the Trustees in such manner and at such
times as the Trustees determine in accordance with the provisions of Article II
of the Trust Agreement. In addition, the amounts allocated to the Participants
may be invested by the Trustees in a contract or contracts issued by a life
insurance company authorized to do business in the Commonwealth of Pennsylvania,
such insurance policies to be owned by the Trustees. The decision to purchase
life insurance shall be made by the Trustees, and the Trustees shall determine
the type of life insurance to be purchased, i.e. either retirement income
policies, endowment policies, ordinary life insurance policies, term life
insurance policies or any other type of life insurance policy which it is
permissible for the Trustees to purchase. If life insurance is purchased, the
ordinary life insurance premiums must be less than fifty percent (50%) of the
Company's contribution allocated to the Participant for the year. No more than
twenty-five percent (25%) of the aggregate Company contributions allocated to
any Participant shall be used to pay the premiums on term life insurance
contracts, universal life insurance contracts and all other life insurance
contracts which are not ordinary life. If both ordinary life insurance and term
life insurance policies are purchased the combination of ordinary life insurance
premiums and term life insurance premiums shall be twenty-five percent (25%) or
less than the total contribution allocated to such Participant in such year.


<PAGE>
                                      -34-


     5.5 The value of any life insurance contracts shall be excluded from
consideration both in valuing the assets held in the Trust Fund and in valuing
the Accounts of Participants when allocating the net increase or decrease in the
value of the Fund to the Accounts of the Participants under Section 5.2.

     5.6 The Trustees shall record in the Account of each Participant any life
insurance contract purchased hereunder for his benefit and the amount of the
annual premium thereon. The amount of the premium shall be deducted from his
Account and any dividends received on such contract and the cash surrender value
of the contract shall be added to his Account.

                                   ARTICLE VI

                                  DISTRIBUTION


     *6.1 The Account of each Participant in the Fund shall be distributed in
the manner, in the amount and at the times provided in this Article VI, except
that in the event of the termination of the Plan, Section 10.2 shall control.
Except as set forth in Section 6.5, no benefits shall be paid to a Participant
prior to his Termination of Employment.

     6.2 Upon attaining Normal Retirement or Early Retirement, as defined in
Section 2.30, the Account of the Participant, including both Company and
voluntary contributions, shall be fully vested and shall normally be paid to
such Participant as a single-sum distribution. A Participant requesting
distribution on account of Early Retirement prior to attaining age 62 must
provide the Trustees with his written consent to a single-sum distribution. For
purposes of this Section, if the value of a Participant's vested Account balance
is zero, the Participant shall be deemed to have received a distribution of such
vested Account balance. A Participant's vested Account balance shall not include
accumulated deductible employee contributions made to any Predecessor Plan
within the meaning of Section 72(o)(5)(B) of the Code for Plan Years beginning
prior to January 1, 1989. All distributions required under this Article shall be
determined and made in accordance with the proposed regulations under Section
401(a)(9) of the Code, including the minimum distribution incidental benefit
requirement of Section 1.401(a)(9)-2 of the proposed Income Tax Regulations.
Notwithstanding the foregoing, a Participant shall receive the distribution of
any amount standing in his Rollover/Transferee Account in any of the optional
forms available under a Predecessor Plan as long as the Participant waives an
annuity form of benefit as described in Paragraph (b) below, if the Predecessor
Plan is subject to Sections 401(a)(11) and 417 of the Code. Otherwise, any
Participant whose Rollover/Transferee Account is attributable to his
participation in a Predecessor Plan subject to Sections 401(a)(11) and 417 of
the Code shall receive distribution of the amount standing in such Account in
the manner specified in Paragraph (b).


<PAGE>
                                      -35-


     (a) A Participant's Account shall be paid to him in a single sum, provided
that if the value of his Account attributable to Company contributions and/or
Employee contributions exceeds (or at the time of any prior distribution
exceeded) $3,500, this method shall not be used without the written consent of
the Participant. Upon termination of this Plan the Participant's Account may be
distributed without the Participant's consent to another defined contribution
plan (other than an employee stock ownership plan as defined in Section
4975(e)(7) or Section 409 of the Code within the same controlled group or a
simplified employee pension plan as defined in Section 408(k) of the Code).

     (b) If any vested Participant is credited with at least one (1) Hour of
Service under a Predecessor Plan subject to the provisions of Sections
401(a)(11) and 417 of the Code, and such vested Participant does not die before
the annuity starting date, a married Participant's vested Rollover/Transferee
Account shall be paid in the form of an immediate Qualified Joint and Survivor
Annuity. A single Participant's vested Rollover/Transfer Account shall be paid
in the form of a "Single Life Annuity" unless an optional form of benefit is
selected within the ninety (90) day period ending on the date benefits would
commence. The Participant may elect to have such annuity distributed upon
attainment of the earliest Retirement age under the Plan. For purposes of
determining the survivor benefit to which a Participant's surviving spouse is
entitled, or any benefit to which an unmarried Participant or his beneficiary is
entitled, any security interest held by the Plan because of a loan made to the
Participant shall be taken into account in determining the amount of an
immediate Qualified Joint and Survivor Annuity, Single Life Annuity or other
survivor benefit. If there is a default on the loan, the amount of the
Participant's vested interest shall be reduced by the Plan's secured interest.

     In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall, no less than thirty (30) days and no more than ninety (90)
days prior to the annuity's starting date, provide each Participant a written
explanation of: (i) the terms and conditions of a Qualified Joint and Survivor
Annuity; (ii) the Participant's right to make an effective election to waive the
Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a
Participant's spouse; and (iv) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Joint and Survivor
Annuity.

     If a married Participant names a beneficiary other than his spouse and/or
chooses a method of payment other than a Qualified Joint and Survivor Annuity,
he must execute an election with respect to the designation of a beneficiary
other than a spouse or a waiver of the Qualified Joint and Survivor Annuity. The
waiver must be in writing and must be consented to by the Participant's spouse.
The spouse's consent must be in writing and must be witnessed by a Trustee,
member of the Committee or Notary Public. A spouse's consent shall not be valid
unless the consent (i) names a designated beneficiary or a form of benefits
which may not be changed without spousal consent or (ii) relinquishes the right
to limit the consent to a specific beneficiary or a specific form of benefit.
Any consent necessary under this section shall be valid only with respect to the
spouse who signs the consent. In addition, a revocation of a prior waiver may be

<PAGE>
                                      -36-


made by a Participant without the consent of the spouse at any time before the
commencement of benefits. The number of revocations shall not be limited. The
term "Qualified Joint and Survivor Annuity" shall mean an annuity for the life
of the Participant with a survivor annuity for the life of the spouse which is
not less than fifty percent (50%) and not more than one hundred percent (100%)
of the amount of the annuity which is payable during the joint lives of the
Participant and the spouse and which is the amount of benefit which can be
purchased with the Participant's vested Account balance. The failure to waive
such benefit by a Participant shall not result in a decrease in any Plan benefit
with respect to such Participant and shall not result in increased contributions
from the Participant.

     A total or partial cash-out may not be made where the present value of an
immediate qualified Joint and Survivor Annuity or Preretirement Survivor
Annuity, as hereinafter defined exceeds (or at the time of any prior
distribution exceeded) $3,500 unless the cash-out is consented to in writing by
the Participant and the Participant's spouse, if any, or where the Participant
is dead, by the surviving spouse.

     A spouse or surviving spouse is considered to be the spouse or surviving
spouse of the Participant, provided that a former spouse shall be treated as the
spouse or surviving spouse to the extent provided under a qualified domestic
relations order as described in Section 414(p) of the Code.

     (c) For any Participant who is credited with at least one Hour of Service
under a Predecessor Plan subject to the provisions of Sections 401(a)(11) and
417 of the Code on or after August 23, 1984, unless an optional form of benefit
as described above has been selected within the selection period, if a married
Participant dies before the annuity starting date, then the Participant's vested
Rollover/Transferee Account balance shall be applied toward the purchase of an
annuity for the life of the surviving spouse, which such spouse can begin to
receive immediately following the death of such Participant. The "Qualified
Preretirement Survivor Annuity" payable to a Participant's spouse shall mean an
annuity the actuarial equivalent of which is not less than fifty percent (50%)
of that portion of the Rollover/Transferee Account balance (including any of the
balance attributable to voluntary contributions) to which the Participant had a
non-forfeitable right at the time of death.

     As herein provided, the Participant may execute a waiver of a Qualified
Preretirement Survivor Annuity. The election period to waive a Qualified
Preretirement Survivor Annuity begins on the first day of the Plan Year in which
the Participant attains age 35 and ends on the date of the Participant's death.
If a Participant separates from service prior to the first day of the Plan Year
in which age 35 is attained, with respect to the Account balance as of the date
of separation, the election period shall begin on the date of separation. In
addition, a revocation of a prior waiver may be made by a Participant without
the consent of the spouse at any time before the commencement of benefits and
the number of revocations shall not be limited. The failure to


<PAGE>
                                      -37-


waive such benefit by a Participant would not result in a decrease in any Plan
benefit with respect to such Participant and would not result in increased
contributions from the Participant.

     The Trustees shall provide a written explanation of a Qualified
Preretirement Survivor Annuity to the Participant and the right to decline such
an annuity before the expiration of the latest applicable selection period: (1)
the period beginning with the first day of the Plan Year in which a Participant
reaches age 32 and ending with the end of the Plan Year preceding the Plan Year
in which he reaches age 35; (2) a reasonable period after the Employee becomes a
Plan Participant; (3) a reasonable period of time after the survivor benefit
provisions of Section 401(a)(ii) of the Code become applicable to a Participant;
or (iv) a reasonable time after Termination of Employment in the case of a
Participant who terminates employment before age 35.

     For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii), (iii) and (iv) above is
the end of the two year period beginning one year prior to the date the
applicable event occurs and ending one year after that date. In the case of a
Participant who separates from service before the Plan Year in which age 35 is
attained, notice shall be provided within the two (2) year period beginning one
(1) year prior to separation and ending one (1) year after separation. If such a
Participant thereafter returns to employment with the Company, the applicable
period for such Participant shall be redetermined.

     A Participant who shall not yet attain age 35 as of the end of any current
Plan Year may make a special qualified election to waive the Qualified
Preretirement Survivor Annuity for the period beginning on the date of such
election and ending on the first day of the Plan Year in which the Participant
shall attain age 35. Such election shall not be valid unless the Participant
receives a written explanation of the Qualified Preretirement Survivor Annuity,
in such terms as are comparable to the explanation set forth in this Section.
Qualified Preretirement Survivor Annuity coverage shall be automatically
reinstated as of the first day of the Plan Year in which the participant attains
age 35. Any new waiver on or after such date shall be subject to the full
requirements of this Section.

     After an annuity starting date where the present value of the immediate
Qualified Joint and Survivor Annuity or Qualified Preretirement Survivor Annuity
does not exceed (or at the time of any prior distribution exceeded) $3,500, a
partial or total cash-out may not be made unless the cash-out is consented to in
writing by the Participant and the Participant's spouse, if any, or where the
Participant is dead, by the surviving spouse.

     If a Participant terminates employment on or after attaining Normal
Retirement (or Early Retirement) but prior to the annuity starting date and
thereafter dies before beginning to receive such benefits; then such benefits
shall be received under this Plan in the form of a Qualified Preretirement
Survivor Annuity, unless the Participant has elected otherwise during the
election period along with written spousal consent as described herein. The
election period must begin at least six (6) months before the Participant
attains the earliest retirement age (as that term is


<PAGE>
                                      -38-


specified in Section 401(a)(11) of the Code and end not more than ninety (90)
days before the commencement of benefits. Any election made hereunder will be in
writing and may be changed by the Participant at any time. Under the Plan the
earliest period for which the surviving spouse may receive a payment under a
Qualified Preretirement Survivor Annuity is not later than the month in which
the Participant would have attained the earliest Retirement age.

     Any election under this section shall be in writing and may be changed by
the Participant at any time during the applicable election period for a
Qualified Preretirement Survivor Annuity described herein. In the case of a
vested Plan Participant who terminates employment prior to death, the amount of
a Qualified Preretirement Survivor Annuity is to be calculated by reference to
date of Termination of Employment if such death occurs on or before earliest
retirement age. For purposes of this Section the earliest retirement age is the
latest of:

          (1) The earliest date under the Plan, on which the Participant may
     elect to receive a retirement benefit

               (2) The first day of the 120th month beginning before the
          Participant reaches Normal Retirement, or

               (3) The date the Participant begins participation.

     (d) If a Participant dies prior to his Retirement and has executed a waiver
of a Qualified Preretirement Survivor Annuity, his Accounts, plus the proceeds
of any insurance on his life, shall become fully vested and shall be paid to his
surviving spouse or to a beneficiary other than a spouse, subject to the consent
of such spouse as set forth in this Section 6.2, in a single sum, such payment
to be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's date of death, as the Trustees and the spouse
or beneficiary may determine. A spouse's consent shall not be valid unless the
consent: (1) names a designated beneficiary who shall receive any benefit under
the Plan (including the form of benefits that the designated beneficiary shall
receive); (2) acknowledges that the spouse has the right to limit consent only
to a specific beneficiary and relinquishes that right and (3) is witnessed by a
Trustee, a member of the Committee or a notary public. Spousal consent is not
required, however, if the Participant establishes to the satisfaction of the
Trustees or the Committee that the written consent required of the spouse cannot
be obtained because there is no spouse or the spouse cannot be located. If the
surviving spouse dies before payments are required to commence, then the
five-year limit is to be applied as if the surviving spouse were the
Participant.

     Notwithstanding any provisions of a Predecessor Plan subject to the
provisions of Sections 401(a)(11) and 417 of the Code to the contrary, if an
Employee was a Participant in a Predecessor Plan prior to December 31, 1983, and
had: (i) an account in the plan to which contributions had been credited prior
to such date; (ii) designated on or before December 31, 1983 the beneficiary of
the proceeds of his account; and, (iii) executed and filed with the Trustees an
election form on or before December 31, 1983 designating a method of
distribution, in the event


<PAGE>
                                      -39-


of his death, which may not meet the terms of this Section, then the Trustees
may distribute the proceeds of his Rollover/Transferee Account in accordance
with such designation. The Trustees shall not distribute the Participant's
account in accordance with the method of distribution specified in the
above-named election if (A) such method does not comply with the Predecessor
Plan provisions in effect on December 31, 1983; (B) the method of distribution
would have disqualified the Predecessor Plan in any plan year commencing prior
to January 1, 1984; or, (C) the Participant or his beneficiary revokes or
modifies the method of distribution, as elected, after December 31, 1983.

     6.3 If a Participant dies prior to his Retirement, his Accounts (other than
the amounts standing in his Rollover/Transferee Account, which shall be subject
to the distribution provisions set forth in Section 6.2 of this Plan), plus the
proceeds of any insurance on his life, shall become fully vested and shall be
paid to his surviving spouse or to a beneficiary other than a spouse, subject to
the consent of such spouse as set forth in this Section 6.3, in a single sum,
such payment to be completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's date of death, as the spouse or
beneficiary may determine. A spouse's consent shall not be valid unless the
consent: (a) names a designated beneficiary who shall receive any benefit under
the Plan (including the form of benefits that the designated beneficiary shall
receive); (b) acknowledges that the spouse has the right to limit consent only
to a specific beneficiary and relinquishes that right; and (c) is witnessed by a
Trustee, or a notary public. Spousal consent is not required, however, if the
Participant establishes to the satisfaction of the Trustees that the written
consent required of the spouse cannot be obtained because there is no spouse or
the spouse cannot be located. If the surviving spouse dies before payments are
required to commence, then the five-year limit is to be applied as if the
surviving spouse were the Participant.

     Notwithstanding all provisions of this Plan to the contrary, if an Employee
was a Participant in any Predecessor Plan prior to December 31, 1983, and had:
(1) an account in the plan which was subsequently transferred to this Plan to
which contributions had been credited prior to such date; (2) designated on or
before December 31, 1983 the beneficiary of the proceeds of his account; and,
(3) executed and filed with the trustees of the predecessor an election form on
or before December 31, 1983 designating a method of distribution, in the event
of his death, which may not meet the terms of this Section 6.3, then the
Trustees may distribute the proceeds of his Account in accordance with such
designation. The Trustees shall not distribute the Participant's Account in
accordance with the method of distribution specified in the above-named election
if (i) such method does not comply with the Predecessor Plan provisions in
effect on December 31, 1983; (ii) the method of distribution would have
disqualified the Predecessor Plan in any Plan Year commencing prior to January
1, 1984; or, (iii) the Participant or his beneficiary revokes or modifies the
method of distribution, as elected, after December 31, 1983.


<PAGE>
                                      -40-


     6.4 If a Participant becomes totally disabled and his employment is
terminated therefor, his Account shall become fully vested and shall be paid to
him as disability payments under one of the methods of payment set forth in
Section 6.2, as the Participant shall then determine.

     *6.5(a) A Participant's Salary Deferral Account shall be fully vested at
all times and non-forfeitable. Prior to death, Total Disability, Retirement or
Termination of Employment, the Participant may forfeit all or a portion of his
Company Contribution Account or Matching Contribution Account. The percentage of
his Company Contribution Account and Matching Contribution Account in which he
shall be vested and entitled to receive, shall depend upon the number of his
Years of Service and shall not be less than the percentage determined in
accordance with the following schedule:

      Less than One Year of Service                                      0%

      One Year of Service but less than two                             20%

      Two Years of Service but less than three                          40%

      Three Years of Service but less than four                         60%

      Four Years of Service but less than five                          80%

      Five or more Years of Service                                    100%

      Attainment of Normal Retirement                                  100%

     (b) If a terminated Employee who was previously a Participant is
subsequently re-employed by the Company, and if the re-employment follows a
Break in Service of five (5) consecutive years and no distribution of his
non-forfeitable percentage has been made, Years of Service after such break
shall not be taken into account for the purpose of determining the
non-forfeitable percentage of Company contributions before such break. In the
case of a Participant who, under the Plan, does not have any non-forfeitable
right to an accrued benefit derived from Company contributions, Years of Service
before any one year Break in Service shall not be required to be taken into
account for purpose of determining vesting credit if the number of consecutive
one year Breaks in Service equals or exceeds the greater of five (5) Years of
Service or the aggregate number of such Years of Service prior to such break
whether or not such period of break is an initial Break in Service or a
subsequent Break in Service.

     If the vesting schedule of this Plan has been amended, in the case of an
Employee who was a Participant as of the effective date of such amendment or as
of the date such amendment was adopted, whichever is later, the non-forfeitable
percentage (determined as of such date)


<PAGE>
                                      -41-


of such Participant's right to his accrued benefit derived from Company
contributions cannot be less under the vesting schedule, as amended, than the
percentage computed under the vesting schedule in effect in the Plan prior to
the amended vesting schedule. If his accrued benefit derived from Company
contributions under the amended vesting schedule is at any time less than such
percentage without regard to such amendment, and the Participant has completed
at least three (3) Years of Service, he may elect, during the election period to
have his accrued benefit derived from Company contributions determined under the
prior vesting schedule without regard to such amendment. The election period
shall be the period of time which begins no later than the date the Plan
amendment is adopted and ends no earlier than sixty (60) days after: (1) the day
the Plan amendment is adopted; (2) the day the Plan amendment becomes effective;
and (3) the day the Participant is issued written notice of the Plan amendment
by the Company, whichever occurs last.

     (c) Forfeitures shall be used to reduce the Company's contributions to the
Plan for the Plan Year in which a Termination of Employment or Break in Service
prior to retirement of a Participant produced such forfeiture. The excess of (1)
the amount attributed to Company contributions in the Account of a Participant,
whose Termination of Employment has occurred, over (2) the amount vested in
accordance with the foregoing vesting (hereinafter referred to as the
"non-vested amount") shall be forfeited as follows:

     As of each Anniversary Date any amounts which became forfeitures during the
Plan Year since the last Anniversary Date shall first be made available to
reinstate previously forfeited Account balances of former Participants, if any,
who repay prior distributions in accordance with this Section 6.5. Unless used
to reduce Matching Contributions and other non-elective contributions, the
remaining forfeitures, if any, shall be allocated in the Plan Year in which they
occur among the Accounts of Non-Highly Compensated Participants only in the same
proportion that each such Participant's Compensation for the year bears to the
total Compensation of all Non-Highly Compensated Participants for the year. If
as a result of such allocation of forfeitures, the Annual Addition under the
Plan for a Participant would exceed the limits specified in Section 415(c)(1) of
the Code, such excess shall be allocated and reallocated to the Accounts of
other Participants in the manner described in Section 5.1 to the extent such
allocations and reallocations, when added to other Annual Additions for such
Participants, do not exceed the limits specified in Section 415(c)(1) of the
Code. If, after such allocation and reallocation, there remains an amount that
cannot be allocated to the Accounts of Participants, such excess shall be held
unallocated in a suspense account, and shall be allocated and reallocated among
the Accounts of Participants (subject to the limitations of Section 415(c)(1) of
the Code) before any Company contributions or Employee Contributions may be made
to the Plan for the succeeding Limitation Year.

     If at any time during the Limitation Year, a suspense account is in
existence pursuant to this Section 6.5, it shall not participate in the
allocation of the Trust's investment gains and losses and other income. The
entire amount shall be allocated to the Participants from such


<PAGE>
                                      -42-


suspense account before allocation of Company contributions and shall be
considered as an Annual Addition for purposes of Section 415(c)(1) of the Code.
Upon termination of the Plan, unallocated amounts in the suspense account shall,
notwithstanding any other provision of this Plan, revert to the Employer.

     (d) Notwithstanding any other provision of the Plan, forfeitures shall be
allocated to those Non-Highly Compensated Participants entitled to an allocation
of Matching Contributions or other Company contributions for the Plan Year in
which the forfeiture occurs. Forfeitures shall be allocated to such Participants
in proportion to their Compensation for the Plan Year.

     For purposes of this Section 6.5, "forfeitures" shall mean those nonvested
amounts allocated to Participants' Accounts in excess of nonvested amounts,
under the terms of Section 3.4(a) applied to reduce Matching Contributions or
other Company contributions under the Plan.

     Forfeitures arising from Breaks in Service experienced by Participants with
less than fully vested interests in the Plan shall be applied as promptly as
practicable in accordance with Paragraph (b) of this section. If there is more
than one entity constituting Employer, forfeitures arising from the Accounts of
Participants employed by any such entity shall be added to the Employer
Contribution, if any, or applied to reduce contributions to be made by that
entity, to the extent traceable and practicable. Except in the case of a vested
Participant who has incurred a one-year Break in Service at the time of his
death, and with respect to whom the death benefit is less than 100% of the
balance standing to his credit in his Account, no portion of a Participant's
Account shall be deemed forfeited until such time as that Participant has
experienced five (5) consecutive one-year Breaks in Service. Notwithstanding the
above, the non-vested portion of a Participant's Account shall be immediately
forfeited, and reallocated as provided above, upon distribution to the
Participant, in accordance with Article VI, of the entire vested interest in his
Account; subject, however, to restoration upon the Participant's repayment of
his vested interest as provided in Article VI.

     (e) The portion of his Account which is retained shall be paid to such
Participant or retained for his benefit, under whichever of the methods of
payment set forth in Section 6.2 as the Trustees and the Participant shall then
determine. If the Trustees retain such portion as part of the Fund until the
Participant attains Retirement, his Account shall be paid to him at such time or
retained or segregated for his benefit, under one of the methods set forth in
Section 6.2. If the Participant should die before he attains Retirement, his
Account shall be paid or retained under one of the methods set forth in Section
6.3. If the Participant should become totally disabled before he attains
Retirement, his Account shall be paid, or retained or segregated, under one of
the methods set forth in Section 6.4.

     (f) For any distribution to a Participant, who has a benefit which exceeds,
(or has ever exceeded at the time of any prior distribution) $3,500, the
Trustees shall require such Par-


<PAGE>
                                      -43-


ticipant's consent if such distribution commences prior to the later of his
Normal Retirement age or age 62. With regard to this required consent:

          (1) No consent shall be valid unless the Participant has received a
     general description of the material features and an explanation of the
     relative values of the optional forms of benefits available under the Plan
     that would satisfy the notice requirements of Section 417 of the Code.

          (2) The Participant must be informed of his rights to defer receipt of
     the distribution. If a Participant fails to consent, it shall be deemed an
     election to defer the commencement of any benefit. However, any election to
     defer the receipt of benefits shall not apply with respect to distributions
     which are required under this Section 6.5.

          (3) Notice of the right specified under this paragraph shall be
     provided no less than thirty (30) days and no more than ninety (90) days
     before the first day on which all events have occurred which entitled the
     Participant to such benefit.

          (4) Written consent of the Participant's distribution must not be made
     before the Participant receives the Notice and must not be made more that
     ninety (90) days before the first day on which all events have occurred
     which entitled the Participant to such benefit.

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

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

               (ii) The Participant, after receiving the notice affirmatively
          elects a distribution.

     (g) If a Participant, receives a distribution of all of his non-forfeitable
interest, which was less than the total value of his Account, following his
Termination of Employment, the non-vested portion of his Account shall be
treated as a forfeiture. If he subsequently resumes employment with the Company
and repays the entire amount of his distribution at the earlier of: (1) five (5)
years after the first date on which the Participant is subsequently re-employed
by the Company or before the Participant has five (5) consecutive one-year
Breaks in Service following his Termination of Employment; or (2) in the case of
any other distribution, five (5) years after the date of the distribution, the
value of the Participant's Account shall be recomputed taking into consideration
service prior to his Break in Service and any non-vested amounts forfeited as a

<PAGE>
                                      -44-


result of his Termination of Employment. If a former Participant is deemed to
receive a distribution pursuant to Section 6.2 and such Participant resumes
employment covered under this Plan before the date such Participant incurs five
(5) consecutive one-year Breaks in Service, upon the reemployment of such former
Participant, the Company-derived Account balance of the Participant shall be
restored to the amount on the date of such deemed distribution.

     Each terminated Participant shall have the responsibility to keep the
Trustees informed in writing of his current residence at all times. Upon receipt
of written notice of a Participant's Total Disability or death, the Trustees
shall make all reasonable efforts to locate him or his beneficiary. When he
attains Retirement, in accordance with the records of the Trustees, the Trustees
shall make all reasonable efforts to locate him. "Reasonable effort" shall
conclusively be deemed to mean the mailing of a statement annually, at least
four (4) times, by "Certified Mail, Return Receipt Requested," showing address
of delivery to the last address of record with the Trustees.

     (h) The Trustees shall begin distribution of the benefits payable to a
Participant after his Termination of Employment, upon the Participant's written
request on a form provided by the Plan Administrator as provided in this Article
VI, at such time after a determination can be made concerning the forfeiture of
such Participant's non-vested amount, in accordance with the provisions hereof,
within a reasonable and administratively practicable period of time following
his Termination of Employment, but in no event later than the expiration of the
latest of (1) sixty (60) days after the end of the Plan Year within which such
Participant's Retirement or death occurs, or (2) sixty (60) days after the close
of the Plan Year in which occurs the 10th anniversary of the year in which the
Participant begins participation or (3) sixty (60) days after the close of the
Plan Year in which the Participant terminates employment. Such distribution
shall be based upon the vested amount in such Participant's Account as of the
end of the calendar quarter immediately preceding, or coincident with, his
Termination of Employment. The required beginning date of a Participant who
attains age 70 1/2 before January 1, 1988, and who for the five-Plan Year period
ending in the calendar year in which he attained age 70 1/2 and for all
subsequent years, was a non-5% owner, is the first day of April of the calendar
year following the calendar year in which the Participant separates from
service, or, if earlier, the April 1st following the close of the calendar year
in which the Participant becomes a 5% owner (as defined in Section 7.1(c)(3) of
the Plan). The required beginning date of a Participant who is not a 5% owner
who attains age 70 1/2 during 1988 and who has not retired as of January 1,
1989, is April 1, 1990. Once distributions have begun to a 5% owner under this
Section, they must continue to be distributed, even if the Participant ceases to
be a 5% owner. Notwithstanding anything contained herein to the contrary,
payment of the interest of each Participant shall commence to him not later than
April 1st of the calendar year following the calendar year in which (i) the
Participant attains age 70 1/2 whether or not Termination of Employment has then
occurred, except with respect to calendar years beginning with 1984 for any
Participant for whom a valid election under Section 242(b) of the Tax Equity and
Fiscal Responsibility Act of 1982 is in effect deferring commencement of
benefits until Retirement.


<PAGE>
                                      -45-


     The minimum distribution required for the Participant's first distribution
must be made on or before the required beginning date. The minimum distribution
for other calendar years, including the minimum distribution for the calendar
year in which the Participant's required beginning date occurs, must be made on
or before December 31 of the calendar year for which distribution is due.

     Notwithstanding anything contained herein to the contrary, except as
otherwise provided in this Article VI, no distribution shall be made to a
Participant prior to the occurrence of a Break in Service or Termination of
Employment. No forfeited non-vested amounts shall be used to reduce
contributions until the end of the Plan Year (i) in which such distribution is
made or (ii) during which a Participant incurs five consecutive one-year Breaks
in Service, whichever occurs sooner.

     (i) Except as provided below and in Section 12.1(f), a Participant who has
either attained age 59 1/2 or is able to demonstrate financial hardship, may
apply in writing to the Trustees for a withdrawal of up to 100% of any Account
of the Participant which has become fully vested, reduced by the amount of
previous distributions on account of hardship. If a Participant is under age 59
1/2, his application must demonstrate an immediate and heavy financial need of
the Participant to the extent the amount of the withdrawal is the lesser of (1)
the amount required to be distributed to meet the need created by the hardship
or (2) the balance in the Participant's Accounts valued as of the last
Anniversary Date or other valuation date but without earnings and accretions on
Elective Deferrals made through this Plan or any Predecessor Plan since January
1, 1989. The determination of the existence of an immediate and heavy financial
need and of the amount necessary to meet the need must be made in accordance
with non-discriminatory and objective standards in compliance with regulations
under Sections 401(k)(2) and 411(d)(6) of the Code. The amount of an immediate
and heavy financial need may also include any amounts necessary to pay any
federal, state or local income taxes or penalties reasonably anticipated to
result from the distribution. A withdrawal shall be deemed to be made on account
of an immediate and heavy financial need of the Participant if the withdrawal is
on account of:

          (i) Medical expenses described in Section 213(d) of the Code
     previously incurred by the Participant, the Participant's spouse or any
     dependents of the Participant (as defined by Section 152 of the Code) or
     necessary for these persons to obtain medical care.

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

          (iii) Payment of tuition and related educational fees, and room and
     board expenses for the next twelve (12) months of post-secondary education
     for the Participant, his spouse, children or dependents;


<PAGE>
                                      -46-


          (iv) The need to prevent eviction of the Participant from his
     principal residence or foreclosure on the mortgage of the Participant's
     principal residence; (v) Additional heavy and financial needs set forth
     only through the publication by Internal Revenue Service of revenue
     rulings, notices and other documents of general applicability, rather than
     on an individual basis.

The Company shall reasonably rely on the Participant's representation that the
amount of the withdrawal is not in excess of the amount necessary to relieve the
financial need or to the extent such need cannot be relieved by:

          (A) Reimbursement or compensation by insurance or otherwise;

          (B) Reasonable liquidation of the Participant's assets to the extent
     such liquidation would not itself cause an immediate and heavy financial
     need;

          (C) Cessation of all elective contributions to the Plan;

          (D) Other distribution or non-taxable (at the time of the loan) loans
     from plans maintained by the Company or by any other employer, or by
     borrowing from commercial sources on reasonable commercial terms.

     The withdrawal shall be paid to the Participant as soon as practicable
after the Participant's written request is submitted to and approved by the
Trustees. A Participant may make only one withdrawal from his Salary Deferral
Account in any Plan Year and such withdrawal shall be based on the value of his
Salary Deferral Account as of the Valuation Date immediately preceding the
withdrawal request.

     6.6 Notwithstanding any of the provisions of the Plan, Excess Deferral
Amounts and income allocable thereto shall be distributed no later each April 15
to Participants who claim such allocable Excess Deferral Amounts for the
preceding calendar year.

     For purposes of this Section 6.6 "Excess Deferral Amounts" shall mean those
Elective Deferrals that are includable in a Participant's gross income under
Section 402(g) of the Code to the extent that such Participant's Elective
Deferrals for a taxable year exceed the dollar limitation under such Code
Section. Excess Elective Deferrals shall be treated as Annual Additions under
the Plan unless such amounts are distributed no later than the first April 15th
following the close of the Participant's taxable year by notifying the Trustees
of the amount of the Excess Deferral Amount to be assigned to the Plan. A
Participant is deemed to notify the Trustees of any Excess Deferral Amount that
arises by taking into account only those Elective Deferrals made to this Plan.


<PAGE>
                                      -47-


     Notwithstanding any other provision of the Plan, Excess Deferral Amounts,
plus any income and minus any loss allocable thereto, shall be distributed no
later than April 15th to any Participant to whose account Excess Deferral
Amounts were assigned for the preceding year and who claims Excess Deferral
Amounts for such taxable year.

     Excess Deferral Amounts shall be adjusted for any income or loss up to the
date of distribution. The income or loss allocable to Excess Deferral Amounts is
the sum of (a) income or loss allocable to the Participant's Salary Deferral
Account for the taxable year multiplied by a fraction, the numerator of which is
such Participant's Excess Deferral Amount for the year and the denominator is
the Participant's Account balance attributable to Elective Deferrals without
regard to any income or loss occurring during such taxable year; and (b) ten
percent (10%) of the amount determined under (a) multiplied by the number of
whole calendar months between the end of the Participant's taxable year and the
date of distribution, counting the month of distribution if distribution occurs
after the 15th of such month.

     For purposes of this Section 6.6, Excess Deferral Amounts allocated to this
Plan shall be treated pursuant to the procedure set forth, as follows:

     The Participant's claim shall be in writing; shall be submitted to the Plan
Administrator no later than March 1; shall specify the Participant's Excess
Deferral Amount for the preceding calendar year; and shall be accompanied by the
Participant's written statement that if such amounts are not distributed, such
Excess Deferral Amount, when added to amounts deferred under other plans or
arrangements described in Sections 401(k), 408(k) or 403(b) of the Code, exceeds
the limit imposed on the Participant by Section 402(g) of the Code for the year
in which the deferral occurred.

     6.7 Notwithstanding any other provision of this Plan, Excess Contributions,
plus any income and minus any loss allocable thereto, shall be distributed no
later than 2 1/2 months after the last day of the Plan Year in which such excess
amounts arose. Such distributions shall be made to Highly Compensated Employees
on the basis of the respected portions of Excess Contributions attributable to
each of such Employees. Excess Contributions of Participants who are subject to
the Family Member aggregation rules shall be allocated among the Family Members
in proportion to the Elective Deferrals (and amounts treated as Elective
Deferrals) of each Family Member that is combined to determine the combined
Actual Deferral Percentage. Excess Contributions shall be treated as annual
additions under the Plan.

     Excess Contributions shall be adjusted for any income or loss up to the
date of distribution. The income or loss allocable to Excess Contributions is
the sum of: (a) income or loss allocable to the Participant's Salary Deferral
Account (and, if applicable, the Company Contribution Account if it constitutes
a Qualified Non-Elective Contribution Account) for the Plan Year multiplied by a
fraction, the numerator of which is such Participant's Excess Contributions for
the year and the denominator is the Participant's Account balance attributable
to Elective Deferrals (and Qualified Non-Elective Contributions or Qualified
Matching Contributions, or both


<PAGE>
                                      -48-


if any of such contributions are included in the Actual Deferral Percentage
test) without regard to any income or loss during such Plan Year; and (b) ten
percent (10%) of the amount determined under (a) multiplied by the number of
whole calendar months between the end of the Plan Year and the date of
distribution, counting the month of distribution if distribution occurs after
the 15th of such month.

     Excess Contributions shall be distributed from the Participant's Salary
Deferral Account in proportion to the Participant's Elective Deferrals and
Qualified Matching Contributions for the Plan Year. Excess Contributions shall
be distributed from the Participant's Company Contribution Account, if this
qualifies as a Qualified Non-Elective Contribution account, only to the extent
that such Excess Contributions exceed the balance in the Participant's Salary
Deferral Account.

     6.8 Excess Aggregate Contributions and income allocable thereto shall be
forfeited, if otherwise forfeitable under the terms of this Plan, or if not
forfeitable, distributed no later than the last day of each Plan Year beginning
after December 31, 1987, to Participants to whose Accounts Employee
contributions or Matching Contributions were allocated for the preceding Plan
Year.

     Notwithstanding any other provision of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be
forfeited, if forfeitable, or if not forfeitable, distributed no later than the
last day of each Plan Year to Participants to whose Accounts such Excess
Aggregate Contributions were allocated for the preceding year. Excess Aggregate
Contributions of Participants who are subject to the Family Member aggregation
rules shall be allocated among the Family members in proportion to the voluntary
and Matching Contributions (or amounts treated as Matching Contributions) of
each Family Member that is combined to determine the combined Average
Contribution Percentage. If such Excess Aggregate Contributions are distributed
more than 2 1/2 months after the last day of the Plan Year in which such excess
amounts arose, the Company shall pay a ten percent (10%) excise tax with respect
to those amounts. Excess Aggregate Contributions shall be treated as Annual
Additions under the Plan.

     Excess Aggregate Contributions shall be adjusted for any income or loss up
to the date of distribution. The income or loss allocable to Excess Aggregate
Contributions is the sum of: (a) income or loss allocable to Participant's
voluntary contributions, Matching Contributions, Qualified Matching
Contributions (if any, and if all amounts therein are not used in the Actual
Deferral Percentage tests) and, if applicable, Qualified Non-Elective
Contributions and Elective Deferrals for the Plan Year multiplied by a fraction,
the numerator of which is such Participant's Excess Aggregate Contributions for
the year and the denominator is the Participant's Account balance(s)
attributable to Contribution Percentage Amounts without regard to any income or
loss occurring during such Plan Year; and (b) ten percent (10%) of the amount
determined under (a) multiplied by the number of whole calendar months between
the end of the Plan Year and the date of distribution, counting the month of
distribution if distribution occurs after the 15th of the month.


<PAGE>
                                      -49-


     6.9(a) Forfeitures of Excess Aggregate Contributions may be either
reallocated to the Accounts of Non-Highly Compensated Employees or applied to
reduce the Company contributions. Excess Aggregate Contributions shall be
forfeited, if forfeitable, or distributed on a pro-rata basis from the
Participant's voluntary contributions, Matching Contributions and Qualified
Matching Contributions (and if applicable, the Participant's Qualified
Non-Elective Contributions or Elective Deferrals, or both).

     (b) "Excess Aggregate Contributions" shall mean with respect to any Plan
Year, the excess of:

          (1) the aggregate Contribution Percentage Amounts taken into account
     in computing the numerator of the contribution percentage actually made on
     behalf of Highly Compensated Employees for such year, over

          (2) the maximum Contribution Percentage Amounts permitted by the
     Average Contribution Percentage test (determined by reducing contributions
     made on behalf of Highly Compensated Employees in order of their
     contribution percentages beginning with the highest of such percentages).
     Such determination shall be made after first determining Excess Elective
     Deferrals pursuant to Section 6.6 of the Plan and determining Excess
     Contributions pursuant to 6.7 of the Plan.

     (c) Amounts forfeited by Highly Compensated Employees under Section 6.9
shall be:

          (1) Treated as Annual Additions under Section 5.1(a) of this Plan and
     either;

          (2) Applied to reduce Company contributions if forfeitures of Matching
     Contributions under the Plan are applied to reduce Company contributions;
     or

          (3) Allocated, after all other forfeitures under the Plan and subject
     to Section 6.9(b), to the same Participants and in the same manner as such
     other forfeitures of Matching Contributions, are allocated to other
     Participants under the Plan.

     (d) Notwithstanding the foregoing, no forfeitures arising under Section 6.8
shall be allocated to the Account of any Highly Compensated Employee.

     6.10 A Matching Contribution may not be distributed simply because it
relates to an Excess Deferral, an Excess Contribution or an Excess Aggregate
Contribution that is distributed. When a Matching Contribution which relates to
an Excess Deferral, an Excess Contribution or an Excess Aggregate Contribution
that is distributed, a discriminatory rate of match may result unless the
Matching Contribution is distributed as an Excess Aggregate Contribution as
described in Section 6.8 of the Plan. If the Matching Contribution cannot be
distributed as an Excess Aggregate Contribution, so that the discriminatory rate
of match cannot be corrected by


<PAGE>
                                      -50-


distribution, the Matching Contribution is forfeited. A Matching Contribution
shall be distributed if it is an Excess Aggregate Contribution since such
Matching Contribution shall not be taken into account under Section 401(a)(4) of
the Code and thus shall not be considered in determining whether or not there is
a discriminatory rate of match.

     6.11 For determining the value of the Account of a Participant for the
purpose of making a distribution to a Participant or his beneficiaries under the
provisions of this article, the value of the Fund and of the interest shall be
determined in accordance with the provisions of Article V as of the Anniversary
Date of the Fiscal Year in which occurs the event that entitles the Participant
to the distribution, and at such other date or dates deemed necessary by the
Plan Administrator.

     6.12 Whenever a Participant's employment terminates, whether by reason of
Retirement, death, Total Disability, resignation or discharge, and his Account
is not paid to him in a single sum, his Account shall remain a part of the Trust
Fund and shall continue to participate in the net increase or decrease of the
Fund each Fiscal Year in accordance with the provisions of Section 5.2, except
that any such former Employee or his beneficiary if he has died, may elect at
any time, by notice to the Trustees, to have his Account segregated as of the
end of any Fiscal Year in which event his Account shall be valued in accordance
with the provisions of Section 6.10. The entire amount of his Account shall
immediately be paid out of the Fund to the Trustees in cash. The amount paid out
shall not thereafter be part of the Fund nor participate in the income, profits
or valuation changes of the Fund, but shall be held by the Trustees in a
separate Account or Accounts for the benefit of the Participant or his
beneficiary. The funds shall be held by them in cash and deposited in one or
more savings banks or insured savings and loan institutions or invested in
securities insured, or guaranteed by the federal government, in the names of the
Trustees, in a separate Account for each Participant or his beneficiaries, in
which case the interest credited thereon shall be added to his Account.
Distribution shall be made as specified in Section 6.2 of the Plan.

     6.13 The interest of a Participant in the value of any life insurance
contract purchased hereunder for his benefit shall be distributed in the manner,
in the amount and at the times provided in this Article for the vesting,
forfeiture and distribution of the interest of a Participant in the Fund, except
that in the event of termination of the Plan, Section 10.2 shall control. The
Trustees shall be empowered to distribute such interest in the value of any
insurance company contract on the life of a Participant by any method permitted
under Section 6.2 of the Plan. However, notwithstanding anything herein to the
contrary, the Trustees shall convert the entire value of the life insurance
contract at or before Retirement into cash or to provide periodic income so that
no portion of such value may be used to continue life insurance protection
beyond Retirement.

     6.14 Each Participant shall have the right at any time to designate the
beneficiary or beneficiaries to receive, upon or after his death, his interest
in the Trust Fund by executing


<PAGE>
                                      -51-


and filing with the Trustees a written instrument in such form as may be
prescribed by the Trustees for that purpose; except that if the designated
beneficiary is someone other than a spouse, the spouse of such Participant must
consent in writing to the designation of such beneficiary, the spouse's consent
must be witnessed by a Trustee or a Notary Public. A spouse's consent shall not
be valid unless the consent (a) names a designated beneficiary who shall receive
any benefit under the Plan (including the form of benefits that the designated
beneficiary shall receive); or (b) acknowledges that the spouse has the right to
limit consent only to a specific beneficiary and relinquishes that right.
Spousal consent is not required if the Participant establishes to the
satisfaction of the Trustees that the written consent of the spouse cannot be
obtained because there is no spouse or the spouse cannot be located. He shall
have the unrestricted right to revoke and to change, at any time and from time
to time, any designation of beneficiaries previously made by him by executing
and filing with the Trustees a written instrument in such form as may be
prescribed by the Trustees for that purpose. No designation, revocation or
change of beneficiaries shall be valid and effective unless and until filed with
the Trustees. If no such designation is made, or if the beneficiaries named in
such designation predecease the Participant, the spouse of a deceased
Participant shall be his beneficiary; or if no spouse survives him, his issue
who survive him, per stirpes, and if no issue survive him, his estate shall be
his beneficiary, in which event the benefits due shall be paid to the then duly
qualified and acting personal representative of his estate without obligation to
see to the proper application thereof. Whenever the term "beneficiary" is used
herein, it shall include the plural if the individual has designated more than
one beneficiary. If the beneficiary has a right to make any election under this
Plan and the individual has designated more than one beneficiary, the decision
of those beneficiaries holding the majority interest in the benefits shall make
the election.

     6.15(a) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit the distributee's election under this Section, a
distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.

     (b) Definitions:

          (1) Eligible Rollover Distribution: An eligible rollover distribution
     is any distribution of all or any portion of the balance to the credit of
     the distributee, except that an eligible rollover distribution does not
     include: any distribution that is one of a series of substantially equal
     periodic payments (not less frequently than annually) made for the life (or
     life expectancy) of the distributee or the joint lives (or joint life
     expectancies) of the distributee and the distributee's designated
     beneficiary, or for a specified period of 10 years or more; any
     distribution to the extent such distribution is required under Section
     401(a)(9) of the Code; and the portion of any distribution that is not
     includible in gross income (determined without regard to the exclusion for
     net unrealized appreciation with


<PAGE>
                                      -52-


     respect to employer securities); and any other distribution(s) that is
     (are) reasonably expected to total less than $200.

          (2) Eligible Retirement Plan: An eligible retirement plan is an
     individual retirement account described in Section 408(a) of the Code, an
     individual retirement annuity described in Section 408(b) of the Code, an
     annuity plan described in Section 403(a) of the Code, or a qualified trust
     described in Section 401(a) of the Code, that accepts the distributee's
     eligible rollover distribution. However, in the case of an eligible
     rollover distribution to the surviving spouse, an eligible retirement plan
     is an individual retirement account or individual retirement annuity.

          (3) Distributee: A distributee includes an Employee or Former
     Employee. In addition, the Employee or Former Employee's surviving spouse
     and the Employee's or Former Employee's spouse or former spouse who is the
     alternate payee under a Qualified Domestic Relations Order, as defined in
     Section 414(p) of the Code, are distributees with regard to the interest of
     the spouse or former spouse.

          (4) Direct Rollover: A direct rollover is a payment by the Plan to the
     eligible retirement plan specified by the distributee.

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

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

          (2) the Participant, after receiving the notice, affirmatively elects
     a distribution.

                                  ARTICLE VII

                                 TOP-HEAVY PLANS


     7.1 With respect to any Plan Year in which this Plan is a Top-Heavy Plan
(as hereinafter defined), the following additional definitions shall apply.


<PAGE>
                                      -53-


     (a) "Aggregation Group" shall mean the Permissive Aggregation Group if
there be one in existence, and shall otherwise mean the Mandatory Aggregation
Group, each as hereinafter defined.

     (b) "Determination Date" shall mean, as to any Plan Year other than the
first Plan Year which commences with the Effective Date, the last day of the
preceding Plan Year. As to the first Plan Year, the term "Determination Date"
shall be a reference to the last day of such Plan Year.

     (c) "Key Employee" shall mean any Employee or former Employee of the
Company or an Affiliated Employer who, during the Plan Year or during any of the
preceding four (4) Plan Years was any of the following:

          (1) An officer of the Company or Affiliated Employer . An individual
     shall be considered an officer only if he (a) is in the regular and
     continuous employ of the Company or Affiliated Employer, (b) has been
     designated as an officer pursuant to election or appointment by the Board
     of Directors of the Company or Affiliated Employer , and (c) is an
     administrative executive. The number of persons to be considered officers
     in any Plan Year and the identity of the persons to be so considered shall
     be determined pursuant to the provisions of Section 416(i) of the Code and
     the regulations published thereunder. Under this Section 7.1(c) officers of
     the Company who earn less than 50% of the dollar limitation under a defined
     benefit pension plan under Section 415(b)(1)(A) of the Code shall be
     excluded.

          (2) One of the ten (10) Employees of the Company or Affiliated
     Employer having annual Compensation set forth at Section 415(c)(3) of the
     Code (but including amounts contributed by the Company under a salary
     reduction agreement) and greater than the dollar limitation, under Section
     415(c)(1)(A) of the Code for the calendar year in which such Plan Year ends
     and owning (or considered as owning under the attribution rules set forth
     at Section 318 of the Code and the regulations thereunder) both more than
     one-half (1/2%) interest and the largest interest in the Company and all
     other companies required to be aggregated under Section 414(b), (c) or (m)
     of the Code for this purpose.

          (3) A person who is both an Employee and the owner of a
     greater-than-five percent (5%) capital or profits interest in the Company
     or in any Affiliated Employer, individually, and any person who owns (or
     who, under Section 318 of the Code, is considered as owning) more than five
     percent (5%) of the outstanding stock of any entity constituting the
     Company or Affiliated Employer, individually, or of stock possessing more
     than five percent (5%) of the total combined voting power of all stock of
     such Company or Affiliated Employer, individually.

          (4) A person who is both an Employee whose annual Compensation (as
     determined applying the definition of compensation set forth in Section
     415(c)(3) of the


<PAGE>
                                      -54-


     Code (but including amounts contributed by the Company under a salary
     reduction agreement) from the Company and all Affiliated Employers exceeds
     $150,000 (aggregated) and who is a greater-than-one percent (1%) owner of
     any entity constituting the Company, with ownership determined pursuant to
     Subparagraph (3) of this Section 7.1(c) by substituting "one percent (1%)"
     for "five percent (5%)" at each place where "five percent (5%)" is set
     forth therein.

     The beneficiary of any deceased Employee who was a Key Employee shall be
considered a Key Employee for the same period as the deceased Employee would
have been so considered.

     (d) "Key Employee Ratio" shall mean the ratio for any Plan Year, calculated
as of the Determination Date with respect to such Plan Year, determined by
comparing the amount described in subparagraph (1) below with the amount
described in subparagraph (2) below after deduction from the sum of both such
amounts the amount described in Subparagraph (3) below. Any determination must
be based on standards that are uniformly applied and satisfy the rules set forth
in Section 416(g) of the Code.

          (1) The amount described in this paragraph (2) is the sum of (i) the
     aggregate of the present value of all accrued benefits of Key Employees,
     including those attributable to voluntary contributions, if any, under all
     qualified defined benefit plans included in the Aggregation Group, (ii) the
     aggregate of the balance in all of the Accounts standing to the credit of
     Key Employees, including those attributable to voluntary contributions, if
     any, under all qualified defined contribution plans (including any
     simplified employee pension plan) included in the Aggregation Group, and
     (iii) the aggregate amount distributed from all plans in such Aggregation
     Group to or on behalf of any Key Employee during the period of five (5)
     Plan Years ending on the Determination Date.

          (2) The amount described in this paragraph (2) is the sum of (i) the
     aggregate of the present value of all accrued benefits of all Participants,
     including those attributable to voluntary contributions, if any, under all
     qualified defined benefit plans included in the Aggregation Group, (ii) the
     aggregate of the balances in all of the Accounts standing to the credit of
     all Participants, including those attributable to voluntary contributions,
     if any, under all qualified defined contribution plans (including any
     simplified employee pension plan) included in the Aggregation Group, and
     (iii) the aggregate amount distributed from all plans in such Aggregation
     Group to or on behalf of any Participant during the period of five (5) Plan
     Years ending on the Determination Date.

          (3) The amount described in this subparagraph (3) is the sum of (i)
     all rollover contributions (or similar transfers) to the Plan from an
     unrelated plan initiated by an Employee and accepted by the Plan after
     December 31, 1983, (ii) all rollover contributions either not initiated by
     the Employee or transferred to another plan maintained by the Company,
     (iii) any amount that is included in Clause (ii) hereof for, on behalf of,
     or on


<PAGE>
                                      -55-


     account of, a person who is a Non-Key Employee as to the Plan Year of
     reference but who was a Key Employee as to any earlier Plan Year.

          (4) If any individual has not performed services for the Company at
     any time during the five-year period ending on the Determination Date, any
     accrued benefit for such individual shall not be taken into account.

     (e) "Mandatory Aggregation Group" shall mean the group of qualified plans,
including any Simplified Employee Pension Plan and including terminated plans,
sponsored by the Company or by an Affiliated Employer formed by including in
such group: (1) all such plans in which a Key Employee is a Participant in the
Plan Year including the Determination Date and any of the preceding four Plan
Years; and, (2) all such plans which enable any plan described in Section
7.1(e)(1) to meet the nondiscrimination requirements of Section 401(a)(4) of the
Code or the coverage requirements of Section 410(b) of the Code.

     (f) "Non-Key Employee" shall mean any person who is employed by the Company
and participates in the Plan in any Plan Year, but who is not a Key Employee as
to that Plan Year.

     (g) "Permissive Aggregation Group" shall mean the group of qualified plans
sponsored by the Company or by an Affiliated Employer formed by including in
such group: (1) all plans in the Mandatory Aggregation Group; and, (2) such
other qualified plans sponsored by the Company or an Affiliated Employer as the
Company elects to include in such group, as long as the group, including those
plans electively included, continues to meet the requirements of Sections
401(a)(4) and 410 of the Code.

     (h) "Super Top-Heavy Plan" shall mean this Plan which, for any Plan Year,
would be deemed a "top-heavy plan" pursuant to Section 7.3 hereof if "ninety
percent (90%)" were substituted for "sixty percent (60%)" at each place where
"sixty percent (60%)" appears therein.

     (i) "Top-Heavy Plan" shall mean this Plan for any Plan Year in which this
Plan is determined to be a "top-heavy plan" pursuant to the provisions of
Section 7.3 hereof.

     Solely for the purpose of determining if the Plan, or any other plan
included in a required aggregation group of which this Plan is a part, is
top-heavy (within the meaning of Section 416(g) of the Code) the accrued benefit
of an Employee other than a Key Employee (within the meaning of Section
416(i)(1) of the Code) shall be determined under (a) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the
Affiliated Employers, or (b) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.


<PAGE>
                                      -56-


     7.2 With respect to any Plan Year in which this Plan is a Top-Heavy Plan
(as hereinabove defined), the following modifications shall be made to certain
definitions appearing in Article II of this Plan.

     (a) The term "Employee Participant", as defined in Section 2.14 of this
Plan, is modified to read as follows: "Employee Participant" means an individual
who for any Plan Year is either (a) still in the employ of the Company on the
last day of the Plan Year and has rendered at least one day of service in the
employ of the Company during such Plan Year, or (b) dies, retires or becomes
permanently disabled during such Plan Year. An Employee shall not be a
Participant for any Plan Year in which he resigns or is discharged (with or
without cause) if he is not an Employee of the Company on the last day of such
Plan Year.

     7.3 This Plan shall be deemed "top-heavy" as to any Plan Year if, as of the
Determination Date with respect to such Plan Year, any of the following
conditions are met:

     (a) The Plan is not part of an Aggregation Group and the Key Employee Ratio
under the Plan exceeds sixty percent (60%).

     (b) The Plan is part of an Aggregation Group, there is no Permissive
Aggregation Group of which the Plan is a part, and the Key Employee Ratio of the
Mandatory Aggregation Group of which the Plan is a part exceeds sixty percent
(60%).

     (c) The Plan is part of an Aggregation Group, there is a Permissive
Aggregation Group of which the Plan is a part, and the Key Employee Ratio of the
Permissive Aggregation Group of which the Plan is a part exceeds sixty percent
(60%).

     7.4(a) Notwithstanding any provision of Section 5.1 of this Plan to the
contrary, any person who was eligible to be a Participant at any time during a
Plan Year, during which this Plan was a Top-Heavy Plan, shall share in the
allocation provided for in Section 5.1 of this Plan for such Plan Year if he
remained in the employ of the Company or an Affiliated Company through the end
of the Plan Year with respect to which such allocation applies, even if such
Participant failed to complete 1,000 or more Hours of Service in such Plan Year
and regardless of such Non-Key Employee's level of Compensation.

     (b) The provisions of Section 7.4(a) shall not apply to any Participant for
a Plan Year if, with respect to that Plan Year:

          (1) such Participant was an active participant in a qualified defined
     benefit pension plan sponsored by the Company or by an Affiliated Employer
     under which plan the Participant's accrued benefit is not less than the
     minimum accrued pension benefit that would be required under Section
     416(c)(1) of the Code, treating such defined benefit pension plan as a
     Top-Heavy Plan and treating all such defined benefit pension plans as
     constitute an Aggregation Group as a single plan; or


<PAGE>
                                      -57-


          (2) such Participant was an active participant in a qualified defined
     contribution plan sponsored by the Company or by an Affiliated Employer
     under which plan the amount of the Company contribution allocable to the
     account of the Participant for the Plan Year of such plan, ending with or
     within the Plan Year of this Plan, exclusive of amounts by which the
     Participant's Compensation was reduced pursuant to a salary reduction
     agreement or similar arrangement, which may be part of this Plan or any
     related plan, is not less than the contribution allocation that would be
     required under Section 416(c)(2) of the Code under this Plan.

     7.5 The allocation of amounts other than Elective Deferrals plus
forfeitures made under Section 5.1 of this Plan to the Account of each
Participant who is a Non-Key Employee for any Plan Year including a Plan Year in
which this Plan is a Top-Heavy Plan or a Super Top-Heavy Plan shall be not less
than the lesser of:

          (a) Three percent (3%) of the "compensation" (as defined in Section
     415 of the Code), of each such Participant for such Plan Year; or

          (b) The percentage of "compensation" so allocated and including the
     allocation of forfeitures under said Section 5.1 to the Account of the Key
     Employee for whom such percentage is the highest for such Plan Year. In the
     event that the highest rate of Company contribution as a percentage of
     "compensation" allocated to the Account of a Key Employee for any Plan Year
     in which the Plan is a Top-Heavy Plan is less than three percent (3%),
     Elective Deferrals on behalf of Key Employees must be taken into account in
     determining the minimum required contribution under Section 416(c)(2) of
     the Code.

          (c) Subject to the transition rule stated in Section 416(h)(3) of the
     Code, if, during any Limitation Year, this Plan is a Top-Heavy Plan, the
     limitations on Annual Additions described in Article V of this Plan shall
     be applied with respect to a Participant by substituting 1.00 for 1.25 each
     place it appears in the defined benefit fraction and defined contribution
     fraction described in Article V. If a Non-Key Employee participates in this
     Plan and a defined benefit pension plan included in a Mandatory
     Aggregration Group which is top-heavy, a minimum allocation of five percent
     (5%) of "compensation", as defined in Section 415 of the Code, shall be
     provided under this Plan. However, this section shall not apply if this
     Plan is not a Super Top-Heavy Plan and the minimum contribution and
     allocation requirements of Sections 7.4 and 7.5 of this Plan are satisfied:

               (1) after substituting four percent (4%) for three percent (3%)
          where it appears in Paragraph (a) of Section 7.5 with respect to any
          Participant covered only by a defined contribution plan sponsored by
          the Company; or

               (2) after substituting seven and one-half percent (7-1/2%) for
          five percent (5%) where it appears in such paragraph with respect to
          any Participant who


<PAGE>
                                      -58-


          is a participant in both a defined contribution plan and defined
          benefit plan sponsored by the Company.

     7.6 Notwithstanding any provision of Section 5.1 of this Plan to the
contrary, in respect of any Limitation Year in which this Plan is a Super
Top-Heavy Plan, "1.0" shall be substituted for "1.25" in the definitions of
Defined Benefit Plan Fraction and Defined Contribution Plan Fraction in Section
5.1 of this Plan.

     7.7 If benefits would otherwise be payable to a person who at any time was
a Key Employee, as defined for purposes of this Section 7.7 by Section
7.1(c)(3), pursuant to the provisions of Section 6.2 relating to benefits
payable at Early Retirement date or relating to benefits payable for Total
Disability as provided in Section 6.4 prior to attainment by that person of age
59 1/2, and if the physical or mental impairment experienced by the prospective
distributee does not render him "unable to engage in any substantial gainful
activity" (within the meaning of Section 72(m)(7) of the Code) by reason of a
physical or mental impairment which can be expected to result in death or to be
of long-continued and indefinite duration, such person shall be deemed to have
elected to have deferred to the taxable year in which he attains age 59 1/2 the
commencement of the payment of such benefits. A distribution to a Participant
who is under age 59 1/2 is prohibited only to the extent that such distribution
is attributable to years in which the Participant was a Key Employee under this
Section 7.7 without regard to whether or not the Plan was Top-Heavy for such
years. Notwithstanding the foregoing, the Participant shall have the right to
elect, by written instrument delivered to the Trustees, commencement of benefit
payments at an earlier or later date in conformity with other applicable
provisions of this Plan and rules promulgated by the Trustees thereunder.

                                  ARTICLE VIII

                                 THE TRUST FUND


     8.1 The Trust Fund shall be administered by one or more Trustees appointed
by USI Insurance Services Corp., and they shall serve until further action of
the Board of Directors. Vacancies arising in any way shall be filled by action
of the Board of Directors of the Company. No Trustee who shall be an officer or
director or employee of the Company shall receive compensation from the Trust
Fund for his services as Trustee.

     8.2 The Company shall not have any responsibility or liability to any
person, his beneficiaries, his heirs, personal representatives, creditors or
assignees, with reference to the management or conduct of the business of the
Trust Fund, or for any act or omission on the part of the Trustee, or any agent
employed by him.


<PAGE>
                                      -59-


                                   ARTICLE IX

                               GENERAL PROVISIONS


     9.1 Neither the action of the Company in establishing the Plan, nor any
provision of the Plan, nor any action taken by it or by the Trustees, shall be
construed as giving to any Employee of the Company the right to be retained in
its employ, or any right to payment except to the extent of the benefits
provided in the Plan to be paid from the Trust Fund.

     9.2 All benefits payable under the Plan shall be paid or provided for
solely from the Trust Fund and the Company assumes no liability or
responsibility therefor.

     9.3 Whenever provision is made in the Plan that a Participant may exercise
an option, or designate or change any beneficiary, the option shall be by
written notice thereof signed by the Employee on a form to be furnished by the
Trustees for such purpose, and filed with the Trustees. The Trustees shall not
be bound to recognize any such action not on such form so filed with them.

     9.4 All questions pertaining to the validity, construction and operation of
the Plan shall be determined in accordance with the laws of the Commonwealth of
Pennsylvania to the extent not preempted by ERISA or other federal law.

     9.5 The Account of any Participant, his estate or beneficiaries, in the
Trust Fund, or any separate trust or any payments under the Plan, shall not be
subject to any debt, contract, obligation or liability or attachment,
garnishment, levy or other legal process, and shall not be subject to pledge,
assignment, conveyance or anticipation; except under a qualified domestic
relations order. The Trustees shall establish reasonable procedures to determine
the qualified status of domestic relations orders and procedures for
administering distributions authorized by them. To be considered qualified a
domestic relations order may not in general require: (a) the Plan to provide any
type or form of benefit or option, not otherwise provided in the Plan; (b) the
Plan to provide increased benefits, and; (c) payment of benefits to an alternate
payee that are required to be paid to another alternate payee under another
domestic relations order previously determined to be qualified. In the case of a
domestic relations order entered before January 1, 1985, the Trustees are to
treat the order as a qualified domestic relations order if, pursuant to the
order, benefits are being paid on January 1, 1985. If a qualified domestic
relations order is pending when benefits are or would be in pay status, payment
is to be deferred for the eighteen (18) month period beginning on the date the
first payment is due under the order, unless the order is determined to be a
qualified domestic relations order before the end of the period.

     Payment to the alternate payee may be made on the earlier of: (1) the date
a Participant is entitled to a distribution from the Plan; or (2) the later of
(i) the date the Participant


<PAGE>
                                      -60-


reaches age fifty (50), or (ii) the earliest date the Participant could receive
benefits if he had terminated employment, whether or not the Participant has in
fact terminated employment.

     9.6 The Plan Administrator shall arrange for such bonding as is required by
law, but no bonding in excess of the amount required by law shall be considered
required by this Plan.

     9.7 Whenever not contrary to the sense of this Agreement, the masculine
shall include the feminine and vice versa, and the singular shall include the
plural and vice versa.

     9.8 No amendment shall be effective to the extent that it has the effect of
decreasing a Participant's benefit. Notwithstanding the preceding sentence, a
Participant's Account balance may be reduced to the extent permitted under
Section 412(c)(8) of the Code. For purposes of this paragraph, a Plan amendment
which has the effect of decreasing a Participant's Account balance or
eliminating an optional form of benefit with respect to benefits attributable to
service before the amendment shall be treated as reducing an accrued benefit.

     9.9 For purposes of the Plan, the Named Fiduciary shall mean the Employer,
the Trustee, the Plan Administrator (if other than the Employer) and the Named
Appeals Fiduciary. Each Named Fiduciary shall have only those particular powers,
duties, responsibilities and obligations as are specifically delegated to
him/her/it under this Plan and/or the Trust Agreement. Any fiduciary, if so
appointed, may serve in more than one fiduciary capacity.

                                   ARTICLE X

                AMENDMENT, TERMINATION, MERGER AND CONSOLIDATION


     10.1 USI Insurance Services Corp. reserves the right at any time, and from
time to time, by action of its Board of Directors in the form of a written
resolution, to alter, amend and modify, in whole or in part the provisions of
the Plan and the Trust Agreement and all Employees and persons claiming any
interest hereunder shall be bound thereby; provided, however, that no amendment
shall have the effect of directly or indirectly divesting the interest of any
Participant in any amount that he would have received had he terminated his
employment with the Company immediately prior to the effective date of such
amendment or the interest of any beneficiary or spouse as such interest existed
immediately prior to the effective date of such amendment. Furthermore, it shall
be impossible, notwithstanding anything in the Plan to the contrary, for any
part of the corpus or income of the Fund, at any time, to be used for, or
diverted to, purposes other than for the exclusive benefit of the Participants
or their beneficiaries.

     10.2 The Plan and Trust forming part of the Plan may be terminated by USI
Insurance Services Corp., by action of its Board of Directors by delivering to
the Trustees a Certi-


<PAGE>
                                      -61-


fied Copy of Resolution of the Board of Directors to that effect. In the event
of a termination, partial termination or complete discontinuance of
contributions or in the event the Company is dissolved, liquidated or
adjudicated to be bankrupt, the interests of all Affected Participants, their
estates and beneficiaries in the Participant's accrued benefits shall vest fully
and distribution shall be made to them in accordance with the directions of the
Trustees, either immediately as Qualified Joint and Survivor Annuities, when
required or in single sum or the Trust shall continue and distribution shall be
made in the same manner as if the Plan had continued. In the event that any
entity that has adopted this Plan terminates its participation therein by
appropriate resolution of its Board of Directors such termination shall be
effective only with respect to the terminating entity. For purposes of this
section, the term "Affected Participant" shall mean any person who has an
account balance under the Plan at the date of its partial or complete
termination.

     10.3 In the event that the Company shall be merged into or consolidated
with any other corporation or substantially all of the assets of the Company
shall be acquired by any other corporation, the corporation formed or resulting
from such merger or consolidation, or the corporation so acquiring substantially
all of the assets of the Company, if it shall so elect in writing, and upon
consent of the Company, by action of its Board of Directors, shall be
substituted for the Company under the terms hereof, and upon such substitution
shall succeed to all the Company's rights, powers, privileges and obligations
hereunder; and each Participant shall be entitled to receive a benefit after the
merger or consolidation which is at least equal to the value of the benefit such
Participant would have been entitled to receive prior to the merger or
consolidation.

     In the event of any merger or consolidation with, or transfer of assets or
liabilities to, any other Plan after the enactment of the Pension Reform Act of
1974, each Participant in the Plan shall (if the Plan is then terminated) be
entitled to receive a benefit immediately after the merger, consolidation, or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer
(if the Plan had then terminated).

     10.4 Elective Deferrals, Qualified Employer Deferral Contributions, and
income thereto, shall be distributed to Participants or their beneficiaries as
soon as administratively feasible after any of the following:

          (a) termination of the Plan, provided that neither the Employer nor an
     Affiliated Employer maintains a successor plan;

          (b) the sale to an entity that is not an Affiliated Employer of
     substantially all of the assets used by the Employer in the trade or
     business in which the Participant is employed;


<PAGE>
                                      -62-


          (c) the sale to an entity that is not an Affiliated Employer, of an
     incorporated Affiliated Employer's interest in a subsidiary to Participants
     employed by such subsidiary.

     10.5 Except as permitted by regulations, no Plan amendment or transaction
such as a merger, plan transfer or similar transaction shall be effective to the
extent it eliminates or reduces any "Section 411(d)(6) protected benefit" or
adds or modifies conditions relating to "Section 411(d)(6) protected benefits"
the result of which is a further restriction on such benefit unless such
protected benefits are preserved with respect to benefits accrued as of the
later of the Effective Date of the Plan or the later of the adoption date or
effective date of an amendment to the Plan. "Section 411(d)(6) protected
benefits" are benefits described in Section 411(d)(6)(A) of the Code, early
retirement benefits and retirement-type subsidies, and optional forms of
benefit. This paragraph shall apply to a prior plan or plans sponsored by the
Company or any one of its subsidiaries or affiliates, the assets of which have
been transferred to this Plan. Such prior plan or plans shall be referred to
herein as a "Predecessor Plan".

                                   ARTICLE XI

                              LOANS TO PARTICIPANTS


     11.1 Upon proper application in writing on forms supplied by the Trustees
or the individual or committee they designate as administrator of the loan
program, loans shall be made available from the Fund on a reasonably equivalent
and non-discriminatory basis to Participants who are not Shareholder-Employees
or Owner-Employees. For purposes of the loan provisions, no loan shall be denied
if the Participant agrees to the terms and conditions of repayment as set forth
in these provisions.

     11.2 Each loan made pursuant to Section 11.1 shall bear interest equally
applicable to all Participants at the time the loan is made and both principal
and interest shall be repayable to the Participant's Account over a reasonable
period of time not to exceed five (5) years, although any loan used to acquire a
dwelling which is used or is to be used within a reasonable time as the
principal residence of a Participant shall be repayable over a reasonable period
of time. The determination as to whether a dwelling is to be used as a principal
residence of the Participant shall be ascertained by the Trustees at the time
the loan is made. The loan shall bear a reasonable rate of interest,
commensurate with the interest rate charged by local lending institutions for
loans secured by savings accounts made under similar circumstances to
individuals, and have a reasonable repayment schedule. However, such loan must
be amortized in level payments, either by payroll deduction or other approved
method, made not less frequently than quarterly, over the term of the loan,
although repayment or acceleration of the loan prior to the end of the
commitment period is not precluded. If the prevalent interest rate exceeds any
state usury laws at any time, the loan program shall be suspended until current
interest rates are no


<PAGE>
                                      -63-


longer in violation of such laws. The conditions for the repayment of the loan
shall be fixed at the time the loan is made.

     11.3 The amount of the loan when added to the balance of any outstanding
loan or loans cannot exceed the lesser of (a) $50,000, reduced by the excess (if
any) of: (1) the highest outstanding balance of loans from the Plan during the
one-year period ending the day before the date on which such loan was made; over
(2) the outstanding balance of loans from the Plan on the date on which such
loan was made; or (b) one-half of the present value of the Participant's vested
interest as of the Anniversary Date preceding the date of such loan.

     No more than fifty percent (50%) of the present value of a Participant's
vested Account, segregated Account, or vested accrued benefit, as of the date of
the loan, may be considered by a Plan as security for the outstanding balance of
all Plan loans made to that Participant. If fifty percent (50%) of the
Participant's Account or accrued benefit, used as security for Participant
loans, does not satisfy the Participant's outstanding obligation in the event of
default, the Trustees shall require additional security. Such security as of the
date of the loan, pledged to the Plan, must be of a kind that may be sold,
foreclosed upon, or otherwise disposed of upon default of repayment of the loan;
the value and liquidity of which security is such that it may reasonably be
anticipated that loss of principal or interest shall not result from the loan.
In addition, any current active Participant who does not consent to repayment of
the loan by regular payroll deduction, shall be required, in order to qualify
for a loan, to produce evidence of financial hardship, creditworthiness, ability
to repay the loan and to satisfy any other criteria taken into consideration by
a commercial lender for a similar loan in a normal commercial setting.

     11.4 In the event that any loan to a Participant has not been repaid within
five (5) years, as required, it shall be treated as in default and for any loan
that is unpaid on the date a distributable event occurs in the Plan, foreclosure
on the note and attachment of the security shall take place. On such date that
benefits become payable to him, his beneficiary or beneficiaries, or his estate,
the amount of the unpaid loan shall thereupon become due and payable, and the
amount thereof, together with any interest thereon, shall be deducted from the
amount of distribution otherwise payable. Action to reduce a Participant's
Account by the amount of a loan in default may be delayed at the discretion of
the Trustees or loan administrator until the latest of any distributable event
such as Normal Retirement or the date foreclosure on any security is concluded.
However, if the Trust shall be subject to loss of principal or interest or any
income used to fund additional benefits, the Trustees or loan administrator
shall take all necessary steps to enforce the security interest as soon as
feasible after the close of the Plan Year in which default occurs.

     A Participant who is married must obtain the consent of his or her spouse,
if any, to use of the Account balance as security for the loan of any portion of
his Account that is subject to the survivor annuity requirements of Section
401(a)(11) of the Code. Spousal consent shall be obtained no earlier than the
beginning of the ninety (90) day period that ends on the date


<PAGE>
                                      -64-


on which the loan is to be so secured. The consent must be in writing,
acknowledge the effect of the loan, and must be witnessed by a Plan
representative or Notary Public. Such consent shall be thereafter binding with
respect to the consenting spouse or any subsequent spouse with respect to that
loan. A new consent shall be required if the Account balance is used for
renegotiation, extension, renewal, or other revision of the loan. However, no
spousal consent shall be required if the total vested accrued benefit, subject
to the security for the loan is less than (or at the time of any prior
distribution or loan never exceeded) $3,500.

     11.5 All rules of the Trustees pertaining to loans shall be uniformly and
consistently applied to all Participants in similar circumstances and shall not
be made available on a basis which discriminates in favor of Employees who are
officers, shareholders or Highly-Compensated Employees.

     11.6 For purposes of the rules set forth in this Article XI, any plan of
any company which, along with the Company, is part of a controlled group of
corporations, commonly controlled trades or businesses and affiliated service
group shall, along with this Plan be treated as plans of a single employer and
thus shall be treated as one plan.

                                  ARTICLE XII

                          ACCEPTANCE OF ROLLOVER AMOUNT


     *12.1 Any Employee of the Company or Participant under this Plan who was a
member of a qualified profit sharing and/or pension plan of another company, or
was a Participant in a qualified profit sharing plan and/or pension plan of this
Company, and received a distribution of the vested portion of his account in
such plan or plans may file a written petition with the Trustees requesting that
the Trustees accept such distribution amount as a Rollover into the Trust Fund.
The Trustees, in their sole discretion, shall determine whether or not such
Employee or Participant shall be permitted to contribute this Rollover Amount to
the Trust. Any written petition filed pursuant hereto shall set forth the amount
of such Rollover Amount, the nature of the property contained in the Rollover
Amount and a statement, satisfactory to the Trustees, that such contribution
constitutes a Rollover Amount within the meaning set forth in ERISA or the Code,
subsequent legislation and the Income Tax Regulations thereto. In the event the
Trustees permit the Employee or Participant to contribute a Rollover Amount,
said Amount shall become part of the general Trust Fund or segregated from the
other assets of the Trust Fund as the Trustees, with the consent of the Employee
or Participant, may determine.

     (a) For a Rollover Amount which becomes a part of the assets of the Trust
Fund, the Trustees shall maintain a separate record with respect to the Rollover
Amount received from an Employee; and, on behalf of a Participant, a separate
record of the Rollover Amount shall be maintained in addition to the regular
Account for said Participant. All contributions by


<PAGE>
                                      -65-


the Company and a Participant shall be allocated to the regular Account of a
Participant and the adjustments of the Account required by Section 5.2 of the
Plan shall be made separately to the regular Account and the Rollover Amount of
the Participant or the Rollover Amount alone of an Employee.

     (b) Notwithstanding anything contained herein to the contrary, if a
Rollover Amount, which becomes a part of the assets of the Trust Fund, includes
any employee contributions to a corporate or other retirement Plan, a separate
accounting must be maintained for such portion of the Rollover Amount that
represents employee contributions in addition to a separate record maintained
for the portion of the Rollover Amount attributed to another company's
contributions.

     (c) Any Rollover Amount received from an Employee or Participant that is
segregated from the other assets of the Trust, any portion of the Rollover
Amount attributable to Employee contributions whether segregated or not from the
other assets of the Trust and any income, gain, loss or expense attributable to
such amount, or portion of the amount shall be separately credited or charged to
such Employee's or Participant's Account, in the same manner as the allocations
made under Article III, Sections 3.8 and 3.9 of the Plan.

     In lieu of the vesting provisions of this Plan, the Rollover Amount, as
permitted herein, for an Employee or Participant shall immediately vest in full
and together with all increases and decreases in the value thereof, shall not be
forfeitable for any reason whatsoever.

     (d) The Plan shall not accept direct transfer of assets in connection with
a merger, spinoff or conversion of a plan, or receive a direct transfer of
assets, solely with respect to a Participant, from a plan required to provide
automatic joint and survivor annuity payments, unless (i) it shall not result in
the elimination or reduction of this or any other Section 411(d)(6) protected
benefit as described in Section 10.5 of the Plan, and (ii) there is an
acceptable separate accounting between the transferred benefits and all other
benefits under the Plan. A separate accounting is not acceptable unless gains,
losses, withdrawals, contributions, forfeitures, if applicable, and other
credits or charges are allocated on a reasonable and consistent basis between
the accrued benefits subject to the survivor annuity requirements or the
requirements of any other Section 411(d)(6) protected benefit, and other
benefits. If there is an acceptable separate accounting between transferred
benefits and other benefits under the Plan, only the transferred benefits are
subject to the survivor annuity requirements and any other applicable
requirements of Code Section 411 of the Code.

     (e) The Plan is prohibited from accepting any amounts as Rollover Amounts
that were required to be distributed to a Participant from a qualified plan,
tax-sheltered annuity or Individual Retirement Account (IRA) under the required
distribution rules of Section 401(a)(9) of the Code.


<PAGE>
                                      -66-


     (f) Notwithstanding anything contained herein to the contrary, a
Participant, in a manner prescribed by the Plan Administrator, shall notify the
Trustees in writing of his election to withdraw part or all of his Account
attributable to Rollover Amounts, subject to such restrictions contained in
paragraph (d) above.

     (g) The Trustees may enter into merger agreements or direct transfer of
assets agreements with the trustees under other tax-qualified retirement plans,
including those involving an elective transfer, and may accept the direct
transfer of assets from any such plan, or may transfer Plan assets, as a party
to such agreement. The Trustees shall not consent to, or be a party to a merger,
consolidation or transfer of assets with a defined benefit plan if such action
would result in a defined benefit feature being maintained under this Plan.

     The Plan may accept a direct transfer of plan assets on behalf of any
eligible Employee. If the eligible Employee is not an Active Participant when
the transfer is made, the eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer contributions shall not be made for or allocated to
the eligible Employee and he may not make any contributions, until the time he
meets all of the requirements to become an Active Participant. The Plan shall
hold, administer and distribute the transferred assets as a part of the Plan.
The Plan shall maintain a separate account for the benefit of the Employee on
whose behalf the Plan accepted the transfer in order to reflect the value of the
transferred assets. Unless a transfer of assets to the Plan is an elective
transfer, the Plan shall apply the optional forms of benefit protections
described in Article VI to all transferred assets. A transfer is elective if:

          (1) the transfer is voluntary, under a fully-informed election by the
     individual;

          (2) the individual has an alternative that retains his Section
     411(d)(6) of the Code protected benefits (including an option to leave his
     benefit in the transferor plan, if that plan is not terminating);

          (3) the transferor plan is subject to Sections 401(a)(11) and 417 of
     the Code and the transfer satisfies the applicable spousal consent
     requirements, if any, under Section 417 of the Code;

          (4) the notice requirements under Section 417 of the Code, requiring a
     written explanation with respect to an election not to receive benefits in
     the form of a qualified joint and survivor annuity, are met with respect to
     the individual and spousal transfer election, if applicable;

          (5) the member has a right to immediate distribution from the
     transferor plan under provisions in the plan not inconsistent with Section
     401(a) of the Code;


<PAGE>
                                      -67-


          (6) the transferred benefit is equal to the individual's entire
     nonforfeitable accrued benefit under the transferor plan, calculated to be
     at least the greater of the single-sum distribution provided by the
     transferor plan (if any) or the present value of the individual's accrued
     benefit under the transferor plan payable at the plan's normal retirement
     age and calculated using an interest rate subject to the restrictions of
     Section 417(e) of the Code and subject to the overall limitations of
     Section 415 of the Code;

          (7) the member has a one hundred percent (100%) nonforfeitable
     interest in the transferred benefit; and

          (8) the transfer otherwise satisfies applicable Income Tax
     Regulations."

     12.2 Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service shall be provided in accordance with Section 414(u) of the Code. Loan
repayments shall be suspended under this Plan as permitted under Section
414(u)(4) of the Code.

                                  ARTICLE XIII

                            BENEFIT CLAIMS PROCEDURE


     13.1(a) Any claim for benefits under the Plan shall be made in writing to
the Plan Administrator. If such claim for benefits is wholly or partially
denied, the Plan Administrator shall, within thirty (30) days after receipt of
the claim, notify the Participant or beneficiary of the denial of the claim.
Such notice of denial (1) shall be in writing, (2) shall be written in a manner
calculated to be understood by the Participant or beneficiary, and (3) shall
contain (i) the specific reason or reasons for denial of the claim, (ii) a
specific reference to the pertinent Plan provisions upon which the denial is
based, (iii) a description of any additional material or information necessary
to perfect the claim, along with an explanation of why such material or
information is necessary, and (iv) an explanation of the claim review procedure,
in accordance with the provisions of this Article XIII. Within sixty (60) days
after the receipt by the Participant or beneficiary of a written notice of
denial of the claim, or such later time as shall be deemed reasonable taking
into account the nature of the benefit subject to the claim and any other
attendant circumstances, the Participant or beneficiary may file a written
request with the Plan Administrator that the Named Appeals Fiduciary conduct a
full and fair review of the denial of the claim for benefits. The Named Appeals
Fiduciary shall deliver to the Participant or beneficiary a written decision on
the claim within thirty (30) days after the receipt of the aforesaid request for
review, except that if there are special circumstances (such as the need to hold
a hearing, if necessary) which require an extension of time for processing, the
aforesaid thirty (30) day period shall be extended to sixty (60) days. Such
decision shall (A) be written in a manner calculated to be understood by the
Participant or beneficiary, (B) include the specific reason or reasons for the
deci-


<PAGE>
                                      -68-


sion, and (C) contain a specific reference to the pertinent Plan provisions upon
which the decision is based.

     (b) The "Named Appeals Fiduciary" shall be the person or persons named as
such by USI Insurance Services Corp., or, if no such person or persons be named,
then the person or persons named by the Plan Administrator as the Named Appeals
Fiduciary. Named Appeals Fiduciaries may at any time be removed by the Board of
Directors of the Company, and any Named Appeals Fiduciary named by the Plan
Administrator may be removed by the Plan Administrator. All such removals may be
with or without cause and shall be effective on the date stated in the notice of
removal. The Named Appeals Fiduciary shall be a "Named Fiduciary" within the
meaning of ERISA, and, unless appointed to other fiduciary responsibilities,
shall have no authority, responsibility, or liability with respect to any matter
other than the proper discharge of the functions of the Named Appeals Fiduciary
as set forth herein.

                                  ARTICLE XIV

                                    ADOPTION


     14.1 The adoption of this restated Plan is conditioned upon the initial
approval by the Internal Revenue Service of the Plan as a qualified Plan and the
initial exemption of the Trust from income taxation under the applicable
sections of the Code.


                             USI INSURANCE SERVICES CORP.


                             By:_____________________(SEAL)
                                  President




                             Attest:_____________________(SEAL)
                                  Secretary