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                                                                   Exhibit 10.31


         FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF THE PALM BEACHES
                          EMPLOYEE STOCK OWNERSHIP PLAN

                           Effective January 1, 1993,
                        amended and restated April, 1995


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         FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF THE PALM BEACHES
                          EMPLOYEE STOCK OWNERSHIP PLAN

Section 1. PLAN IDENTITY.

         1.1 NAME. The name of this Plan is "First Federal Savings and Loan
Association of the Palm Beaches Employee Stock Ownership Plan."

         1.2 PURPOSE. The purpose of this Plan is to describe the terms and
conditions under which contributions made pursuant to the Plan will be credited
and paid to the Participants and their Beneficiaries.

         1.3 EFFECTIVE DATE. The Effective Date of this Plan is January 1, 1993.

         1.4 FISCAL PERIOD. This Plan shall be operated on the basis of a
January 1 December 31 fiscal year for the purpose of keeping the Plan's books
and records and distributing or filing any reports or returns required by law.

         1.5 SINGLE PLAN FOR ALL EMPLOYERS. This Plan shall be treated as a
single plan with respect to all participating Employers for the purpose of
crediting contributions and forfeitures and distributing benefits, determining
whether there has been any termination of Service, and applying the limitations
set forth in Section 5.

         1.6 INTERPRETATION OF PROVISIONS. The Employers intend this Plan and
the Trust to be a qualified stock bonus plan under Section 401(a) of the Code
and an employee stock ownership plan within the meaning of Section 407(d)(6) of
ERISA and Section 4975(c)(7) of the Code. The Plan is intended to have its
assets invested primarily in qualifying employer securities of one or more
Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any
requirement under ERISA or the Code applicable to such a plan. Accordingly, the
Plan and Trust Agreement shall be interpreted and applied in a manner consistent
with this intent and shall be administered at all times and in all respects in a
nondiscriminatory manner.

Section 2. DEFINITIONS. The following capitalized words and phrases shall have
the meanings specified when used in this Plan and in the Trust Agreement, unless
the context clearly indicates otherwise:

                  "Account" means a Participant's interest in the assets
accumulated under this Plan as expressed in terms of a separate account balance
which is periodically adjusted to reflect his Employer's contributions, the
Plan's investment experience, and distributions and forfeitures.

                  "Active Participant" means any Employee who has satisfied the
eligibility requirements of Section 3 and who qualifies as an Active Participant
for a particular Plan Year under Section 4.3.

                  "Beneficiary" means the person or persons who are designated
by a Participant to receive benefits payable under the Plan on the Participant's
death. In the absence of any designation or if all the designated Beneficiaries
shall die before the Participant dies or shall die before all benefits have been
paid, the Participant's Beneficiary shall be his surviving spouse, if any, or
his estate if he is not survived by a spouse. The Committee may rely upon the
advice of the Participant's executor or administrator as to the identify of the
Participant's spouse.

                  "Break in Service" means any five or more eligibility
computation periods as defined in Section 3.1 hereof in which an Employee has
500 or fewer Hours of Service per period. Solely for this purpose, an Employee
shall be considered employed for his normal hours of paid employment during a
Recognized Absence, unless he does not resume his Service at the end of the
Recognized Absence. Further, if an Employee is absent for any period beginning
on or after January 1, 1993, (i) by reason of the Employee's pregnancy, (ii) by
reason of the birth of the Employee's child, (iii) by reason of the placement of
a child with the Employee in connection with the Employee's adoption of the
child, or (iv) for purposes of caring for such child for a period beginning
immediately after such birth or placement, the Employee shall be credited with
the Hours of Service which would normally have been credited but for such
absence,


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up to a maximum of 501 Hours of Service, in the first 12-month period which
would otherwise be counted toward a Break in Service.

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

                  "Committee" means the committee responsible for the
administration of this Plan in accordance with Section 12.

                  "Company" means First Federal Savings and Loan Association of
the Palm Beaches, and any entity which succeeds to the business of the Company
and adopts this Plan as its own pursuant to Section 14.2.

                  "Disability" means a condition which renders the Participant
totally and permanently disabled due to sickness or injury, such disability is
likely to be continuous and permanent, and such disability renders the
Participant unable to continue a like gainful occupation. However, this term
shall not include any disability directly or indirectly resulting from or
related to habitual drunkenness or addiction to narcotics, a criminal act or
attempt, service in the armed forces of any country, an act of war, declared or
undeclared, any injury or disease occurring while compensation to the
Participant is suspended, or any injury which is intentionally self-inflicted.
Further, this term shall apply only if (i) the Participant is sufficiently
disabled to qualify for the payment of disability benefits under the federal
Social Security Act or Veterans Disability Act, or (ii) the Participant's
disability is certified by a physician selected by the Committee. Unless the
Participant is sufficiently disabled to qualify for disability benefits under
the federal Social Security Act or Veterans Disability Act, the Committee may
require the Participant to be appropriately examined from time to time by one or
more physicians chosen by the Committee, and no Participant who refuses to be
examined shall be treated as having a Disability. In any event, the Committee's
good faith decision as to whether a Participant's Service has been terminated by
Disability shall be final and conclusive.

                  "Early Retirement" means retirement on or after a
Participant's attainment of age 55 and the completion of fifteen years of
service for an Employer.

                  "Effective Date" means January 1, 1993.

                  "Employee" means any individual who is or has been employed or
self-employed by an Employer. At the Effective Date of the Plan, Employee shall
mean individuals employed by First Federal Savings and Loan Association of the
Palm Beaches, but shall not include individuals employed by subsidiaries of
First Federal Savings and Loan Association of the Palm Beaches who are not also
employed by the Company. "Employee" also means an individual employed by a
leasing organization who, pursuant to an agreement between an Employer and the
leasing organization, has performed services for the Employer and any related
persons (within the meaning of Section 414(n)(6) of the Code) on a substantially
full-time basis for more than one year, if such services are of a type
historically performed by employees in the Employer's business field. However,
such a "leased employee" shall not be considered an Employee if (i) he
participates in a money purchase pension plan sponsored by the leasing
organization which provides for immediate participation, immediate full vesting,
and an annual contribution of at least 10 percent of the Employee's Total
Compensation, and (ii) leased employees do not constitute more than 20 percent
of the Employer's total work force (including leased employees, but excluding
Highly Paid Employees and any other employees who have not performed services
for the Employer on a substantially full-time basis for at least one year).

                  "Employer" means the Company or any affiliate within the
purview of section 414(b), (C) or (m) and 415(h) of the Code, any other
corporation, partnership, or proprietorship which adopts this Plan with the
Company's consent pursuant to Section 13.1, and any entity which succeeds to
the business of any Employer and adopts the Plan pursuant to Section 13.2.

                  "Entry Date" means the Effective Date of the Plan and each
January 1 and July 1 during the Plan Year thereafter.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 (P.L. 93-406, as amended).


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                  "Highly Paid Employee" for any Plan Year means an Employee
who, during either of that or the immediately preceding Plan Year, (i) owned
more than five percent of the outstanding equity interest or the outstanding
voting interest in any Employer, (ii) had Total Compensation exceeding $75,000
(as adjusted pursuant to section 415(d) of the Code), (iii) had Total
Compensation exceeding $50,000 (as adjusted pursuant to section 415(d) of the
Code) and was among the most highly compensated one-fifth of all Employees, or
(iv) was at any time an officer of an Employer and had Total Compensation
exceeding $45,000 (or 50 percent of the currently applicable dollar limit under
Section 415(b)(1)(A) of the Code). For this purpose:

                  (a) "Total Compensation" shall include any amount which is
         excludable from the Employee's gross income for tax purposes pursuant
         to Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b) of the Code.

                  (b) The number of Employees constituting "the most highly
         compensated one-fifth of all Employees" shall be determined by taking
         into account all individuals working for all related employer entities
         described in the definition of "Service", but excluding any individual
         who has not completed six months of Service, who normally works fewer
         than 17-1/2 hours per week or in fewer than six months per year, who
         has not reached age 21, whose employment is covered by a collective
         bargaining agreement, or who is a nonresident alien who receives no
         earned income from United States sources.

                  (c) The number of individuals counted as "officers" shall not
         be more than the lesser of (i) 50 individuals and (ii) the greater of 3
         individuals or 10 percent of the total number of Employees. If no
         officer earns more than $45,000 (or the adjusted limit), then the
         highest paid officer shall be a Highly Paid Employee.

                  (d) A former employee shall be treated as a highly compensated
         employee if such employee was a highly paid employee when such employee
         separated from service, or if such employee was a highly paid employee
         at any time after attaining age 55.

                  (e) If an employee is, during a determination year or
         look-back year, a family member of either a 5 percent owner who is an
         active or former employee or a highly compensated employee who is one
         of the 10 most highly compensated employees ranked on the basis of
         compensation paid by the employer during such year, then the family
         member and the 5 percent owner or top-ten highly compensated employee
         shall be aggregated. In such case, the family member and 5 percent
         owner or top-ten highly compensated employee shall be treated as a
         single employee receiving compensation and plan contributions or
         benefits equal to the sum of such compensation and contributions or
         benefits of the family member and 5 percent owner or top-ten highly
         compensated employee. For purposes of this 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.

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

                  (f) The determination of who is a highly compensated employee,
         including the determinations of the number and identity of employees in
         the top-paid group, the top 100 employees, the number of employees
         treated as officers and the compensation that is considered, will be
         made in accordance with section 414(q) of the Code and the regulations
         thereunder.

                  "Holding Company" means First Palm Beach Bancorp, Inc., the
holding company of First Federal Savings and Loan Association of the Palm
Beaches, and any entity which succeeds to the business of the Holding Company
and adopts the Plan in accordance with Section 13.2.

                  "Hours of Service" means hours to be credited to an Employee
under the following rules:

                  (a) Each hour for which an Employee is paid or is entitled to
         be paid for services to an Employer is an Hour of Service.


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                  (b) Each hour for which an Employee is directly or indirectly
         paid or is entitled to be paid for a period of vacation, holidays,
         illness, disability, lay-off, jury duty, temporary military duty, or
         leave of absence is an Hour of Service. However, except as otherwise
         specifically provided, no more than 501 Hours of Service shall be
         credited for any single continuous period which an Employee performs no
         duties. Further, no Hours of Service shall be credited on account of
         payments made solely under a plan maintained to comply with worker's
         compensation, unemployment compensation, or disability insurance laws,
         or to reimburse an Employee for medical expenses.

                  (c) Each hour for which back pay (ignoring any mitigation of
         damages) is either awarded or agreed to by an Employer is an Hour of
         Service. However, no more than 501 Hours of Service shall be credited
         for any single continuous period during which an Employee would not
         have performed any duties.

                  (d) Hours of Service shall be credited in any one period only
         under one of the foregoing paragraphs (a), (b) and (c); an Employee may
         not get double credit for the same period.

                  (e) If an Employer finds it impractical to count the actual
         Hours of Service for any class or group of non-hourly Employees, each
         Employee in that class or group shall be credited with 45 Hours of
         Service for each weekly pay period in which he has at least one Hour of
         Service. However, an Employee shall be credited only for his normal
         working hours during a paid absence.

                  (f) Hours of Service to be credited on account of a payment to
         an Employee (including back pay) shall be recorded in the period of
         Service for which the payment was made. If the period overlaps two or
         more Plan Years, the Hours of Service credit shall be allocated in
         proportion to the respective portions of the period included in the
         several Plan Years. However, in the case of periods of 31 days or less,
         the Administrator may apply a uniform policy of crediting the Hours of
         Service to either the first Plan Year or the second.

                  (g) In all respects an Employee's Hours of Service shall be
         counted as required by Section 2530.200b-2(b) and (e) of the Department
         of Labor's regulations under Title I of ERISA.

                  "Investment Fund" means that portion of the Trust Fund
consisting of assets other than Stock.

                  "Normal Retirement Age" means a Participant's 65th birthday.

                  "Normal Retirement Date" means the first day of the month
coincident with or next following attainment of Normal Retirement Age.

                  "Participant" means any Employee who is participating in the
Plan, or who has previously participated in the Plan and still has a balance
credited to his Account.

                  "Plan Year" means the plan year commencing January 1, 1993 and
ending December 31, 1993 and each period of 12 consecutive months beginning on
January 1 of each succeeding year.

                  "Recognized Absence" means a period for which -

                  (a) an Employer grants and Employee a leave of absence for a
         limited period, but only if an Employer grants such leaves on a
         nondiscriminatory basis; or

                  (b) an Employee is temporarily laid off by an Employer because
         of a change in business conditions; or

                  (c) an Employee is on active military duty, but only to the
         extent that his employment rights are protected by the Military
         Selective Service Act of 1967 (38 U.S.C. sec. 2021). "Service" means an
         Employee's


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         period(s) of employment or self-employment with an Employer, excluding
         for initial eligibility purposes any period in which the individual was
         a nonresident alien and did not receive from an Employer any earned
         income which constituted income from sources within the United States.
         An Employee's Service shall include any service which constitutes
         service with a predecessor employer within the meaning of Section
         414(a) of the Code. An Employee's Service shall also include any
         service with an entity which is not an Employer, but only either (i)
         for a period after 1975 in which the other entity is a member of a
         controlled group of corporations or is under common control with other
         trades and businesses within the meaning of Section 414(b) or 414(c) of
         the Code, and a member of the controlled group or one of the trades and
         businesses is an Employer, or (ii) for a period after 1979 in which the
         other entity is a member of an affiliated service group within the
         meaning of Section 414(m) of the Code, and a member of the affiliated
         service group is an Employer.

                  "Spouse" means the individual, if any, to whom a Participant
is lawfully married on the date benefit payments to the Participant are to
begin, or on the date of the Participant's death, if earlier.

                  "Stock" means shares of the Company's (or the Company's
holding company's) voting common stock or preferred stock meeting the
requirements of Section 409(e)(3) of the Code issued by an Employer or an
affiliated corporation.

                  "Stock Fund" means that portion of the Trust Fund consisting
of Stock.

                  "Stock Obligation" means an indebtedness arising from any
extension of credit to the Plan or the Trust which was obtained for the purpose
of buying Stock and which satisfies the requirements set forth in Section 6.3.

                  "Total Compensation" means a Participant's wages, salary,
over-time, bonuses, commissions, and any other amounts received for personal
services rendered while in Service from any Employer or an affiliate (within the
purview of Section 414(b), (c), and (m) of the Code), plus his earned income
from any such entity as defined in Section 401(c)(2) of the Code if he is
self-employed. "Total Compensation" shall include (i) severance payments and
amounts paid as a result of termination, (ii) amounts excludable from gross
income under Section 911, (iii) amounts described in Sections 104(a)(3), and
105(a), and 105(h) of the Code to the extent includable in gross income, (iv)
amounts received from an Employer for moving expenses which are not deductible
under Section 217 of the Code, (v) amounts includable in gross income in the
year of, and on account of, the grant of a nonqualified stock option, (vi)
amounts includable in gross income pursuant to Section 83(b) of the Code, and
(vii) amounts includable in gross income under an unfunded nonqualified plan of
deferred compensation, but shall exclude (viii) Employer contributions to or
amounts received from a funded or qualified plan of deferred compensation, (ix)
Employer contributions to a simplified employee pension account to the extent
deductible under Section 219 of the Code, (x) Employer contributions to a
Section 403(b) annuity contract, and (xi) amounts includable in gross income
pursuant to Section 83(a) of the Code, (xii) amounts includable in gross income
upon the exercise of nonqualified stock option or upon the disposition of stock
acquired under any stock option, and (xiii) any other amounts expended by the
Employer on the Participant's behalf which are excludable from his income or
which receive special tax benefits. A Participant's Total Compensation shall
exclude any compensation in any limitation year beginning after 1988 in excess
of $200,000 (or the limit currently in effect under Section 401(a)(17) of the
Code). For purposes of applying the limitations of Section 401(a)(17) of the
Code, the rules relating to the family member's of a Highly Paid Employee will
apply, except that the only the employee's spouse and lineal descendants who
have attained age 19 will be included in as family members.

                  "Trust" or "Trust Fund" means the trust fund created under
this Plan.

                  "Trust Agreement" means the agreement between the Company and
the Trustee concerning the Trust Fund. If any assets of the Trust Fund are held
in a co-mingled trust fund with assets of other qualified retirement plans,
"Trust Agreement" shall be deemed to include the trust agreement governing that
co-mingled trust fund. With respect to the allocation of investment
responsibility for the assets of the Trust Fund, the provisions of Section 2.3
of the Trust Agreement are incorporated herein by reference.


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                  "Trustee" means one or more corporate persons and individuals
selected from time to time by the Company to serve as trustee or co-trustees of
the Trust Fund.

                  "Unallocated Stock Fund" means that portion of the Stock Fund
consisting of the Plan's holding of stock which have been acquired in exchange
for one or more Stock obligations and which have not yet been allocated to the
Participant's Accounts in accordance with Section 4.2

                  "Valuation Date" means the last day of the Plan Year and each
other date as of which the committee shall determine the investment experience
of the Investment Fund and adjust the Participants' accounts accordingly.

                  "Valuation Period" means the period following a Valuation Date
and ending with the next Valuation Date.

                  "Vesting Year" means a unit of Service credited to a
Participant pursuant to Section 9.2 for purposes of determining his vested
interest in his Account.

Section 3.   ELIGIBILITY FOR PARTICIPATION.

         3.1 INITIAL ELIGIBILITY. An Employee shall enter the Plan as of the
Entry Date coinciding with or next following the later of the following dates:

                  (a) the date an Employee completes an eligibility computation
         period with the Employer during which the Employee completes at least
         1,000 hours of service for the Employer, and

                  (b) attainment by the Employee of age 21.

                  However, if an Employee is not in active Service with an
Employer on the date he would otherwise first enter the Plan, his entry shall be
deferred until the next day he is in Service.

                  For purposes of this Plan, a Participant's initial eligibility
computation period shall be the twelve consecutive month period beginning with
the day a Participant first completes an Hour of Service. A Participant's
subsequent eligibility computation periods shall be the Plan Year, commencing
with the Plan Year which includes the first anniversary of the day the
Participant first completed an Hour of Service.

         3.2 TERMINATED EMPLOYEES. No Employee shall have any interest or rights
under this Plan if (i) he is never in active Service with an Employer on or
after the Effective Date.

         3.3 CERTAIN EMPLOYEES INELIGIBLE. No Employee shall participate in the
Plan while his Service is covered by a collective bargaining agreement between
an Employer and the Employee's collective bargaining representative if (i)
retirement benefits have been the subject of good faith bargaining between the
Employer and the representative and (ii) the collective bargaining agreement
does not provide for the Employee's participation in the Plan. No Employee shall
participate in the Plan while he is actually employed by a leasing organization
rather than an Employer.

         3.4 PARTICIPATION AND REPARTICIPATION. Subject to the satisfaction of
the foregoing requirements, an Employee shall participate in the Plan during
each period of his Service from the date on which he first becomes eligible
until his termination. For this purpose, an Employee returning within five years
of his or her termination who previously satisfied the initial eligibility
requirements shall re-enter the Plan as of the date of his return to Service
with an Employer.

Section 4.   EMPLOYER CONTRIBUTIONS AND CREDITS.

         4.1 DISCRETIONARY CONTRIBUTIONS. Each Employer shall from time to time
contribute, with respect to a Plan Year, such amounts as it may determine from
time to time. An Employer shall have no obligation to contribute any


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amount under this Plan except as so determined in its sole discretion. The
Employers' contributions and available forfeitures for a Plan Year shall be
credited as of the last day of the year to the Accounts of the Active
Participants in proportion to their amounts of Cash Compensation.

         4.2 CONTRIBUTIONS FOR STOCK OBLIGATIONS. If the Trustee, upon
instructions from the Committee, incurs any Stock Obligation upon the purchase
of Stock, the Holding Company shall, subject to the provisions of the Company's
Plan of Conversion and any regulatory prohibitions, contribute for each Plan
Year an amount sufficient to cover all payments of principal and interest as
they come due under the terms of the Stock Obligation. If there is more than one
Stock Obligation, the Employers shall designate the one to which any
contribution is to be applied. The Holding Company's obligation to make
contributions under this Section 4.2 shall be reduced to the extent of any
investment earnings realized on such contributions and any dividends paid by the
Employers on Stock held in the Unallocated Stock Account, which earnings and
dividends shall be applied to the Stock Obligation related to that Stock.

                  In each Plan Year in which Holding Company contributions,
earnings on contributions, or dividends on unallocated Stock are used as
payments under a Stock Obligation, a certain number of shares of the Stock
acquired with that Stock Obligation which is then held in the Unallocated Stock
Fund shall be released for allocation among the Participants. The number of
shares released shall bear the same ratio to the total number of those shares
then held in the Unallocated Stock Fund (prior to the release) as (i) the
principal and interest payments made on the Stock Obligation in the current Plan
Year bears to (ii) the sum of (i) above, and the remaining principal and
interest payments required (or projected to be required on the basis of the
interest rate in effect at the end of the Plan Year) to satisfy the Stock
Obligation.

                  At the direction of the Committee, the current and projected
payments of interest under a Stock Obligation may be ignored in calculating the
number of shares to be released in each year if (i) the Stock Obligation
provides for annual payments of principal and interest at a cumulative rate that
is not less rapid at any time than level annual payments of such amounts for 10
years, (ii) the interest included in any payment is ignored only to the extent
that it would be determined to be interest under standard loan amortization
tables, and (iii) the term of the Stock Obligation, by reason of renewal,
extension, or refinancing, has not exceeded 10 years from the original
acquisition of the Stock.

                  For these purposes, each Stock Obligation, the Stock purchased
with it, and any dividends on such Stock, shall be considered separately. The
Stock released from the Unallocated Stock Fund in any Plan Year shall be
credited as of the last day of the year to the Accounts of the Active
Participants in proportion to their amounts of Cash Compensation.

         4.3 DEFINITIONS RELATED TO CONTRIBUTIONS. For the purposes of this
Plan, the following terms have the meanings specified:

                  "Active Participant" means a Participant who has satisfied the
eligibility requirements under Section 3 and who has completed at least 1,000
Hours of Service during the Plan Year. However, a Participant shall not qualify
as an Active Participant unless (i) he is in active Service with an Employer as
of the last day of the Plan Year, or (ii) he is on a Recognized Absence as of
that date, or (iii) his Service terminated during the Plan Year by reason of
Normal Retirement, Early Retirement, Disability or death.

                  "Cash Compensation" means the Participant's rate of regular
salary as of January 1 of each Plan Year, overtime pay, Christmas bonuses,
director's fees and amounts that become taxable to Employees due to group life
insurance coverage, exclusive of fringe benefits, any other Plan contributions,
commissions, night differentials, and other bonuses. In addition to other
applicable limitations set forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan Years beginning on or after
January 1, 1994, the annual compensation of each employee taken into account
under the Plan shall not exceed the Omnibus Budget Reconciliation Act of 1993
("OBRA '93") annual compensation limit. The OBRA '93 annual compensation limit
is $150,000, as adjusted by the Commissioner for increases in the cost of living
in accordance with section 401(a)(17)(B) of the Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation


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is determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA '93 annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator is 12.

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

                  If compensation for any prior determination period is taken
into account in determining an employee's benefits accruing in the current Plan
Year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning the first day of
the first Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

         4.4 CONDITIONS AS TO CONTRIBUTIONS. Employers' contributions shall in
any event be subject to the limitation set forth in Section 5. Contributions may
be made in the form of cash, or securities and other property to the extent
permissible under ERISA, including Stock, and shall be held by the Trustee in
accordance with the Trust Agreement. In addition to the provisions of Section
13.3 for the return of an Employer's contributions in connection with a failure
of the Plan to qualify initially under the Code, any amount contributed by an
Employer due to a good faith mistake of fact, or based upon a good faith but
erroneous determination of its deductibility under Section 404 of the Code,
shall be returned to the Employer within one year after the date on which the
contribution was originally made, or within one year after its nondeductibility
has been finally determined. However, the amount to be returned shall be reduced
to take account of any adverse investment experience within the Trust Fund in
order that the balance credited to each Participant's Account is not less that
it would have been if the contribution had never been made.

Section 5. LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.

         5.1 LIMITATION ON ANNUAL ADDITIONS. Notwithstanding the provisions of
Section 4, the annual addition to a Participant's accounts under this and any
other defined contribution plans maintained by the Employers or an affiliate
(within the purview of Section 414(b), (c), and (m) and Section 415(h) of the
Code, which affiliate shall be deemed an Employer for this purpose) shall not
exceed for any limitation year an amount equal to the lesser of -

                  5.1-1 $30,000, or the dollar limitation currently in effect;
         or

                  5.1-2 25 percent of the Participant's Total Compensation for
         such limitation year.

For purposes of this Section 5.1 and the following Section 5.2, the "annual
addition" to a Participant's accounts means the sum of (i) the Employer
contributions and Employee forfeitures credited to a Participant's accounts with
respect to a limitation year, plus (ii) the Participant's total voluntary
contributions for that year. The $30,000 and $90,000 limitations referred to
shall, for each limitation year ending after 1988, be automatically adjusted to
the new dollar limitations determined by the Commissioner of Internal Revenue
for the calendar year beginning in that limitation year. Notwithstanding the
foregoing, if the special limitations on annual additions described in section
415(c)(6) of the Code applies, the limitations described in this section shall
be adjusted accordingly. A "limitation year" means each 12 consecutive month
period beginning January 1.

         5.2 COORDINATED LIMITATION WITH OTHER PLANS. Aside from the limitation
prescribed by Section 5.1 with respect to the annual addition to a Participant's
accounts for any single limitation year, if a Participant has ever participated
in one or more defined benefit plans maintained by an Employer or an affiliate,
then the annual additions to his accounts shall be limited on a cumulative basis
so that the sum of his defined contribution plan fraction and his defined
benefit plan fraction does not exceed one. For this purpose:

                  5.2-1 A Participant's defined contribution plan fraction with
         respect to a Plan Year shall be a fraction, (i) the numerator of which
         is the sum of the annual additions to his accounts through the current
         year, and (ii) the denominator of which is the sum of the lesser of the
         following amounts -A- and -B- determined


<PAGE>   10



         for the current limitation year and each prior limitation year of
         Service with an Employer: -A- is 1.25 times $30,000, or 1.0 times such
         dollar limitation if the Plan is top-heavy, and -B- is 35 percent of
         the Participant's Total Compensation for such year. Further, if the
         Participant participated in any related defined contribution plan in
         any years beginning before 1976, any excess of the sum of the actual
         annual additions to the Participant's accounts for those years over the
         maximum annual additions which could have been made in accordance with
         Section 5.1 shall be ignored, and voluntary contributions by the
         Participant during those years shall be taken into account as to each
         such year only to the extent that his average annual voluntary
         contribution in those years exceeded 10 percent of his average annual
         Total Compensation in those years.

                  5.2-2 A Participant's defined benefit plan fraction with
         respect to a limitation year shall be a fraction, (i) the numerator of
         which is his projected annual benefit payable at normal retirement
         under the Employers' defined benefit plans, and (ii) the denominator of
         which is the lesser of (a) 1.25 times $90,000, or 1.0 times such dollar
         limitation if the Plan is top-heavy, and (b) 1.4 times the
         Participant's average Total Compensation during his highest-paid three
         consecutive limitation years.

         5.3 EFFECT OF LIMITATIONS. The Committee shall take whatever action may
be necessary from time to time to assure compliance with the limitations set
forth in Section 5.1 and 5.2. Specifically, the Committee shall see that each
Employer restrict its contributions for any Plan Year to an amount which, taking
into account the amount of available forfeitures, may be completely allocated to
the Participants consistent with those limitations. Where the limitations would
otherwise be exceeded by any Participant, further allocations to the Participant
shall be curtailed to the extent necessary to satisfy the limitations. Where an
excessive amount is contributed on account of a mistake as to one or more
Participants' compensation, or there is an amount of forfeitures which may not
be credited in the Plan Year in which it becomes available, the amount shall be
held in a suspense account to be allocated in lieu of any Employer contributions
in future years until it is eliminated, and to be returned to the Employer if it
cannot be credited consistent with these limitations before the termination of
the Plan.

         5.4 LIMITATIONS AS TO CERTAIN PARTICIPANTS. Aside from the limitations
set forth in Section 5.1 and 5.2, if the Plan acquires any Stock in a
transaction as to which a selling shareholder or the estate of a deceased
shareholder is claiming the benefit of Section 1042 of the Code, the Committee
shall see that none of such Stock, and no other assets in lieu of such Stock,
are allocated to the Accounts of certain Participants in order to comply with
Section 409(n) of the Code.

         This restriction shall apply at all times to a Participant who owns
(taking into account the attribution rules under Section 318(a) of the Code,
without regard to the exception for employee plan trusts in Section
318(a)(2)(B)(i) more than 25 percent of any class of stock of a corporation
which issued the Stock acquired by the Plan, or another corporation within the
same controlled group, as defined in Section 409(l)(4) of the Code (any such
class of stock hereafter called a "Related Class"). For this purpose, a
Participant who owns more than 25 percent of any Related Class at any time
within the one year preceding the Plan's purchase of the Stock shall be subject
to the restriction as to all allocations of the Stock, but any other Participant
shall be subject to the restriction only as to allocations which occur at a time
when he owns more than 25 percent of any Related Class.

         Further, this restriction shall apply to the selling shareholder
claiming the benefit of Section 1042 and any other Participant who is related to
such a shareholder within the meaning of Section 267(b) of the Code, during the
period beginning on the date on which the Plan purchases the Stock and ending 10
years after the later of (i) the date of such purchase, and (ii) the date of the
allocation under Section 4.2 attributable to the final payment on whatever Stock
Obligations were incurred with the purchase.

         This restriction shall not apply to any Participant who is a lineal
descendant of a selling shareholder if the aggregate amounts allocated under the
Plan for the benefit of all such descendants do not exceed five percent of the
Stock acquired from the shareholder.


<PAGE>   11



Section 6. TRUST FUND AND ITS INVESTMENT.

         6.1 CREATION OF TRUST FUND. All amounts received under the Plan from
Employers and investments shall be held as the Trust Fund pursuant to the terms
of this Plan and of the Trust Agreement between the Company and the Trustee. The
benefits described in this Plan shall be payable only from the assets of the
Trust Fund, and none of the Company, any other Employer, its board of directors
or trustees, its stockholders, its officers, its employees, the Committee, and
the Trustee shall be liable for payment of any benefit under this Plan except
from the Trust Fund.

         6.2 STOCK FUND AND INVESTMENT FUND. The Trust Fund held by the Trustee
shall be divided into the Stock Fund, consisting entirely of Stock, and the
Investment Fund, consisting of all assets of the Trust other than Stock. The
Trustee shall have no investment responsibility for the Stock Fund, but shall
accept any Employer contributions made in the form of Stock, and shall acquire,
sell, exchange, distribute, and otherwise deal with and dispose of Stock in
accordance with the instructions of the Committee. The Trustee shall have full
responsibility for the investment of the Investment Fund, except to the extent
such responsibility may be delegated from time to time to one or more investment
managers pursuant to Section 2.3 of the Trust Agreement.

         6.3 ACQUISITION OF STOCK. From time to time the Committee may, in its
sole discretion, direct the Trustee to acquire Stock from the issuing Employer
or from shareholders, including shareholders who are or have been Employees,
Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for
such Stock no more than its fair market value, which shall be determined
conclusively by the Committee pursuant to Section 12.4. The Committee may direct
the Trustee to finance the acquisition of Stock by incurring or assuming
indebtedness to the seller or another party which indebtedness shall be called a
"Stock Obligation". Any Stock Obligation shall be subject to the following
conditions and limitations:

                  6.3-1 A Stock Obligation shall be for a specific term, shall
         not be payable on demand except in the event of default, and shall bear
         a reasonable rate of interest.

                  6.3-2 A Stock Obligation may, but need not, be secured by a
         collateral pledge of either the Stock acquired in exchange for the
         Stock Obligation, or the Stock previously pledged in connection with a
         prior Stock Obligation which is being repaid with the proceeds of the
         current Stock Obligation. No other assets of the Plan and Trust may be
         used as collateral for a Stock Obligation, and no creditor under a
         Stock Obligation shall have any right or recourse to any Plan and Trust
         assets other than Stock remaining subject to a collateral pledge.

                  6.3-3 Any pledge of Stock to secure a Stock Obligation must
         provide for the release of pledged Stock in connection with payments on
         the Stock Obligations in the ratio prescribed in Section 4.2.

                  6.3-4 Repayments of principal and interest on any Stock
         Obligation generally shall be made by the Trustee from Holding Company
         cash contributions designated for such payments, from earnings on such
         contributions, and from cash dividends received on Stock held in the
         Unallocated Stock Fund.

         6.4 PARTICIPANTS' OPTION TO DIVERSIFY. The Committee shall provide for
a procedure under which each Participant may, during the first five years of a
certain six-year period, elect to have up to 25 percent of the value of his
Account committed to alternative investment options within the Investment Fund.
For the sixth year in this period, the Participant may elect to have up to 50
percent of the value of his Account committed to other investments. The six-year
period shall begin with the Plan Year following the first Plan Year in which the
Participant has both reached aged 55 and completed 10 years of participation in
the Plan; a Participant's election to diversify his Account must be made within
the 90-day period immediately following the last day of each of the six Plan
Years. The Committee shall see that the Investment fund includes a sufficient
number of investment options to comply with Section 401(a)(28)(B) of the Code.
The Trustee shall comply with any investment directions received from
Participants in accordance with the procedures adopted from time to time by the
Committee under this Section 6.4.


<PAGE>   12



Section 7. VOTING RIGHTS AND DIVIDENDS ON STOCK.

         7.1 VOTING AND TENDERING OF STOCK. The Trustee generally shall vote all
shares of Stock held under the Plan. However, if any Employer has
registration-type class of securities within the meaning of Section 409(c)(4) of
the Code, or if a matter submitted to the holders of the Stock involves a
merger, consolidation, recapitalization, reclassification, liquidation,
dissolution, or sale of substantially all assets of an entity, then (i) the
shares of Stock which have been allocated to Participants' Accounts shall be
voted by the Trustee in accordance with the Participants' written instructions,
and (ii) the Trustee shall vote any shares of Stock which have been allocated to
Participants' Accounts but for which no written instructions have been received
and any unallocated Stock in a manner calculated to most accurately reflect the
instructions it has received from Participants regarding the allocated Stock. In
the event no shares of Stock have been allocated to Participants' Accounts at
the time Stock is to be voted, each Participant shall be deemed to have one
share of Stock allocated to his or her account for the sole purpose of providing
the Trustee with voting instructions. Notwithstanding any provision hereunder to
the contrary, all shares of Stock which have been allocated to Participants'
Accounts and for which the Trustee has received no written instructions and all
unallocated shares of Stock must be voted by the Trustee in a manner determined
by the Trustee to be solely in the interest of the Participants and
Beneficiaries. Whenever such voting rights are to be exercised, the Employers,
the Committee, and the Trustee shall see that all Participants and Beneficiaries
are provided with the same notices and other materials as are provided to other
holders of the Stock, and are provided with adequate opportunity to deliver
their instructions to the Trustee regarding the voting of Stock allocated to
their Accounts. The instructions of the Participants' with respect to the voting
of allocated shares hereunder shall be confidential.

                  7.1 -1 In the event of a tender offer, Stock shall be tendered
         by the Trustee in the same manner as set forth above with respect to
         the voting of Stock. Notwithstanding any provision hereunder to the
         contrary, Stock must be tendered by the Trustee in a manner determined
         by the Trustee to be solely in the interest of the Participants and
         Beneficiaries.

         7.2 DIVIDENDS ON STOCK. Dividends on Stock which are received by the
Trustee in the form of additional Stock shall be retained in the Stock Fund, and
shall be allocated among the Participant's Accounts and the Unallocated Stock
Fund in accordance with their holdings of the Stock on which the dividends have
been paid. Dividends on Stock credited to Participants' Accounts which are
received by the Trustee in the form of cash shall, at the direction of the
Company paying the dividends, either (i) be credited to the Accounts in
accordance with Section 8.03 and invested as part of the Investment Fund, (ii)
be distributed immediately to the Participants in proportion with the
Participants' Account balance; (iii) be distributed to the Participants within
90 days of the close of the Plan Year in which paid in proportion with the
Participants' Account balance; or (iv) be used to repay principal and interest
on the Stock Obligation used to acquire Stock on which the dividends were paid.
Dividends on Stock held in the Unallocated Stock Fund which are received by the
Trustee in the form of cash shall be applied as soon as practicable to payments
of principal and interest under the Stock Obligation incurred with the purchase
of the Stock.

Section 8. ADJUSTMENTS TO ACCOUNTS.

         8.1 ADJUSTMENTS FOR TRANSACTIONS. An Employer contribution pursuant to
Section 4.1 shall be credited to the Participants' Accounts as of the last day
of the Plan Year for which it is contributed. Stock released from the
Unallocated Stock Fund upon the Trust's repayment of a Stock Obligation pursuant
to Section 4.2 shall be credited to the Participants' Accounts as of the last
day of the Plan Year in which the repayment occurred. Any excess amounts
remaining from the use of proceeds of a sale of Stock from the Unallocated Stock
Fund to repay a Stock Obligation shall be allocated as of the last day of the
Plan Year in which the repayment occurred among the Participants' Accounts in
proportion to the opening balance in each Account. Any benefit which is paid to
a Participant or Beneficiary pursuant to Section 10 shall be charged to the
Participant's Account as of the first day of the Valuation Period in which it is
paid. Any forfeiture or restoral shall be charged or credited to the
Participant's Account as of the first day of the Valuation Period in which the
forfeiture or restoral occurs pursuant to Section 9.6.

         8.2 VALUATION OF INVESTMENT FUND. As of each Valuation Date, the
Trustee shall prepare a balance sheet of the Investment Fund, recording each
asset (including any contribution receivable from an Employer) and liability


<PAGE>   13



at its fair market value. Any liability with respect to short positions or
options and any item of accrued income or expense and unrealized appreciation or
depreciation shall be included; provided, however, that such an item may be
estimated or excluded if it is not readily ascertainable unless estimating or
excluding it would result in a material distortion. The Committee shall then
determine the net gain or loss of the Investment Fund since the preceding
Valuation Date, which shall mean the entire income of the Investment Fund,
including realized and unrealized capital gains and losses, net of any expenses
to be charged to the general Investment Fund and excluding any contributions by
the Employer. The determination of gain or loss shall be consistent with the
balance sheets of the Investment Fund for the current and preceding Valuation
Dates.

         8.3 ADJUSTMENTS FOR INVESTMENT EXPERIENCE. Any net gain or loss of the
Investment Fund during a Valuation Period, as determined pursuant to Section
8.2, shall be allocated as of the last day of the Valuation Period among the
Participants' Accounts in proportion to the opening balance in each Account, as
adjusted for benefit payments and forfeitures during the Valuation Period,
without regard to whatever Stock may be credited to an Account.

         8.4 ADJUSTMENTS FOR CAPITAL CHANGES. In the event of any change in the
outstanding shares of Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spin-off, reorganization, combination
or exchange of shares, or other similar corporate change, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the company issuing the Stock, the Committee shall adjust the number of shares
of Stock allocated to the Participants' Accounts to prevent dilution or
enlargement of such Accounts.

Section 9. VESTING OF PARTICIPANTS' INTERESTS.

         9.1 DEFERRED VESTING IN ACCOUNTS. A Participant's vested interest in
his Account shall be based on his Vesting Years in accordance with the following
Table, subject to the balance of this Section 9:

             VESTING YEARS                        PERCENTAGE OF INTEREST VESTED
             -------------                        -----------------------------

             fewer than 5                                     0%
             5 or more                                      100%

         9.2 COMPUTATION OF VESTING YEARS. For purposes of this Plan, a "Vesting
Year" means each vesting computation period in which an Employee has at least
1,000 Hours of Service. An Employee's first vesting computation period shall be
the 12 consecutive month period beginning with his initial Service with any
Employer, and including certain Service with other employers as provided in the
definition of "Service". Subsequent vesting computation periods shall be the
Plan Year, commencing with the Plan Year which includes the first anniversary of
the day the Participant first completed an Hour of Service. However, a
Participant's Vesting Years shall be computed subject to the following
conditions and qualifications:

                  (a) A Participant's vested interest in his Account accumulated
         before a Break in Service shall be determined without regard to any
         Service after the Break. Further, if a Participant has a Break in
         Service before his interest in his Account has become vested to some
         extent, he shall lose credit for any Vesting Year before the Break.
         Notwithstanding the foregoing, in the event a Participant has an
         eligibility computation period (as defined in Section 3.1 of the Plan)
         during which he performs 500 or fewer Hours of Service (a "one year
         break in Service"), and then returns to Service prior to having a Break
         in Service, his Service performed both before and after his break in
         employment shall be taken into account in determining his Vesting
         Years.

                  (b) Unless otherwise specifically excluded, a Participant's
         Vesting Years shall include any period of active military duty to the
         extent required by the Military Selective Service Act of 1967 (38
         U.S.C. Section 2021).

         9.3 FULL VESTING UPON CERTAIN EVENTS. Notwithstanding Section 9.1, a
Participant's interest in his Account shall fully vest on the Participant's
Normal Retirement Age, provided the Participant is in Service on or after that
date.


<PAGE>   14



The Participant's interest shall also fully vest in the event that his Service
is terminated by Early Retirement, Disability or by death.

         9.4 FULL VESTING UPON PLAN TERMINATION. Notwithstanding Section 9.1, a
Participant's interest in his Account shall fully vest if he is in active
Service upon termination of this Plan or upon the permanent and complete
discontinuance of contributions by his Employer. In the event of a partial
termination, the interest of each Participant who is in Service shall fully vest
with respect to that part of the Plan which is terminated.

         9.5 FORFEITURE, REPAYMENT, AND RESTORAL. If a Participant's Service
terminates prior to his Account having become vested, such Participant shall be
deemed to have a received a distribution of his vested interest as of the
Valuation Date next following his termination of Service.

         9.6 ACCOUNTING FOR FORFEITURES. A forfeiture shall be charged to the
Participant's Account as of the first day of the first Valuation Period in which
the forfeiture becomes certain pursuant to Section 9.5. Except as otherwise
provided in that Section, a forfeiture shall be added to the contributions of
the terminated Participant's Employer which are to be credited to other
Participants pursuant to Section 4.2 as of the last day of the Plan Year in
which the forfeiture becomes certain.

         9.7 VESTING AND NONFORFEITABILITY. A Participant's interest in his
Account which has become vested shall be nonforfeitable for any reason. 

Section 10. PAYMENT OF BENEFITS.

         10.1 BENEFITS FOR PARTICIPANTS. A Participant whose Service ends for
any reason shall receive the vested portion of his Account in a single payment
on a date selected by the Committee. That date shall be on or before the 60th
day after the end of the Plan Year in which his Service ends. Notwithstanding
the foregoing, if the balance credited to his Account exceeds $3,500, his
benefits shall not be paid before the latest of his 65th birthday or the tenth
anniversary of the year in which he commenced participation in the Plan unless
he elects an early, payment date in a written election filed with the Committee.
A Participant may modify such an election at any time, provided any new benefit
payment date is at least 30 days after a modified election is delivered to the
Committee. In all events, a Participant's benefits shall be paid by April 1st of
the calendar year in which he reaches age 71-1/2. A Participant's benefits from
that portion of his Account committed to the Investment Fund shall be calculated
on the basis of the most recent Valuation Date before the day of payment.

         10.2 BENEFITS ON A PARTICIPANT'S DEATH. If a Participant dies before
his benefits are paid pursuant to Section 10.1, the balance credited to his
Account shall be paid to his Beneficiary in a single distribution on or before
the 60th day after the end of the Plan Year in which he died. The benefits from
that portion of the Account committed to the Investment Fund shall be calculated
on the basis of the most recent Valuation Date before the date of payment.

                  If a married Participant dies before his benefit payments
begin, than unless he has specifically elected otherwise the Committee shall
cause the balance in his Account to be paid to his Spouse. No election by a
married Participant of a different Beneficiary shall be valid unless the
election is accompanied by the Spouse's written consent, which (i) must
acknowledge the effect of the election, (ii) must explicitly provide either that
the designated Beneficiary may not subsequently be changed by the Participant
without the Spouse's further consent, or that it may be changed without such
consent, and (iii) must be witnessed by the Committee, its representative, or a
notary public. This requirement shall not apply if the Participant establishes
to the Committee's satisfaction that the Spouse may not be located.

         10.3 MARITAL STATUS. The Committee shall from time to time take
whatever steps it deems appropriate to keep informed of each Participant's
marital status. Each Employer shall provide the Committee with the most reliable
information in the Employer's possession regarding its Participants' marital
status, and the Committee may, in its discretion, require a notarized affidavit
from any Participant as to his marital status. The Committee, the Plan, the
Trustee, and the Employers shall be fully protected and discharged from any
liability to the extent of any benefit


<PAGE>   15



payments made as a result of the Committee's good faith and reasonable reliance
upon information obtained from a Participant and his Employer as to his marital
status.

         10.4 DELAY IN BENEFIT DETERMINATION. If the Committee is unable to
determine the benefits payable to a Participant or Beneficiary on or before the
latest date prescribed for payment pursuant to Section 10.1 or 10.2, the
benefits shall in any event be paid within 60 days after they can first be
determined, with whatever makeup payments may be appropriate in view of the
delay.

         10.5 ACCOUNTING FOR BENEFIT PAYMENTS. Any benefit payment shall be
charged to the Participant's Account as of the first day of the Valuation Period
in which the payment is made.

         10.6 OPTIONS TO RECEIVE AND SELL STOCK. Unless ownership of virtually
all Stock is restricted to active Employees and qualified retirement plans for
the benefit of Employees pursuant to the certificates of incorporation or
by-laws of the Employers issuing Stock, a terminated Participant or the
Beneficiary of a deceased Participant may instruct the Committee to distribute
the Participant's entire vested interest in his Account in the form of Stock. In
that event, the Committee shall apply the Participant's vested interest in the
Investment Fund to purchase sufficient Stock from the Stock Fund or from any
owner of stock to make the required distribution. In all other cases, the
Participant's vested interest in the Stock Fund shall be distributed in shares
of Stock, and his vested interest in the Investment Fund shall be distributed in
cash.

                  Any Participant who receives Stock pursuant to Section 10.1,
and any person who has received Stock from the Plan or from such a Participant
by reason of the Participant's death or incompetency, by reason of divorce or
separation from the Participant, or by reason of a rollover contribution
described in Section 402(a)(5) of the Code, shall have the right to require the
Employer which issued the Stock to purchase the Stock for its current fair
market value (hereinafter referred to as the "put right"). The put right shall
be exercisable by written notice to the Committee during the first 60 days after
the Stock is distributed by the Plan, and, if not exercised in that period,
during the first 60 days in the following Plan Year after the Committee has
communicated to the Participant its determination as to the Stock's current fair
market value. However, the put right shall not apply to the extent that the
Stock, at the time the put right would otherwise be exercisable, may be sold on
an established market in accordance with federal and state securities laws and
regulations. If the put right is exercised, the Trustee may, if so directed by
the Committee in its sole discretion, assume the Employer's rights and
obligations with respect to purchasing the Stock.

                  The Employer or the Trustee, as the case may be, may elect to
pay for the Stock in equal periodic installments, not less frequently than
annually, over a period not longer than five years from the 30th day after the
put right is exercised, with adequate security and interest at a reasonable rate
on the unpaid balance, all such terms to be set forth in a promissory note
delivered to the seller with normal terms as to acceleration upon any uncured
default.

                  Nothing contained herein shall be deemed to obligate any
Employer to register any Stock under any federal or state securities law or to
create or maintain a public market to facilitate the transfer or disposition of
any Stock. The put right described herein may only be exercised by a person
described in the second preceding paragraph, and may not be transferred with any
Stock to any other person. As to all Stock purchased by the Plan in exchange for
any Stock Obligation, the put right be nonterminable. The put right for Stock
acquired through a Stock Obligation shall continue with respect to such Stock
after the Stock Obligation is repaid or the Plan ceases to be an employee stock
ownership plan. Except as provided above, in accordance with the provisions of
Sections 54.4975-7(b)(4) of the Treasury Regulations, no Stock acquired with the
proceeds of a Stock Obligation may be subject to any put, call or other option
or buy-sell or similar arrangement while held by and when distributed from the
Plan, whether the Plan is then an employee stock ownership plan.

         10.7 RESTRICTIONS ON DISPOSITION OF STOCK. Except in the case of Stock
which is traded on an established market, a Participant who receives Stock
pursuant to Section 10.1, and any person who has received Stock from the Plan
or from such a Participant by reason of the Participant's death or incompetency,
by reason of divorce or separation from the Participant, or by reason of a
rollover contribution described in Section 402(a)(5) of the Code, shall, prior
to any sale or other transfer of the Stock to any other person, first offer the
Stock to the issuing Employer and to the Plan


<PAGE>   16



at its current fair market value. This restriction shall apply to any transfer,
whether voluntary, involuntary, or by operation of law, and whether for
consideration or gratuitous. Either the Employer or the Trustee may accept the
offer within 14 days after it is delivered. Any Stock distributed by the Plan
shall bear a conspicuous legend describing the right of first refusal under this
Section 10.7, as well as any other restrictions upon the transfer of the Stock
imposed by federal and state securities laws and regulations.

         10.8 DIRECT TRANSFER OF ELIGIBLE PLAN DISTRIBUTIONS. Effective for
payments of benefits made on or after January 1, 1993, a Participant or
Beneficiary may direct that an "eligible rollover distribution" (as defined
below) included in such payment be paid directly to an "eligible retirement
plan" (as defined below).

                  To effect such a direct transfer, the Participant or
Beneficiary must notify the Committee that a direct transfer is desired and
provide to the Committee the eligible retirement plan to which the payment is to
be made. Such notice shall be made in such form and at such time as the
Committee may prescribe. Upon receipt of such notice, the Committee shall direct
the Trustee to make a trustee-to-trustee transfer of the eligible rollover
distribution to the eligible retirement plan so specified.

                  For purposes of this Section 10.8, an "eligible rollover
distribution" shall have the meaning set forth in Section 402(c)(4) of the Code
and any regulations promulgated thereunder. To the extent such meaning is not
inconsistent with the above references, an eligible rollover distribution shall
mean any distribution of all or any portion of the Participant's Account, except
that such term shall not include any distribution which is one of a series of
substantially equal periodic payments (not less frequently than annually) made
(i) for the life (or life expectancy) of the Participant or the joint lives (or
joint life expectancies) of the Participant and a designated Beneficiary, or
(ii) for a period of ten years or more. Further, the term "eligible rollover
distribution shall not include any distribution required to be made under
Section 401(a)(9) of the Code.

                  For purposes of this Section 10.8, an "eligible retirement
plan" shall have the meaning set forth in Section 402(c)(8) of the Code and any
regulations promulgated thereunder. To the extent such meaning is not
inconsistent with the above references, an eligible retirement plan shall mean:
(i) an individual retirement account described in Section 408(a) of the Code;
(ii) an individual retirement annuity described in Section 408(b) of the Code
(other than an endowment contract), (iii)a qualified trust described in Section
401(a) of the Code and exempt under Section 501(a) of the Code, and (iv) an
annuity plan described in Section 403(a) of the Code.

Section 11. RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS.

         11.1 CLAIM FOR BENEFITS. Any Participant or Beneficiary who qualifies
for the payment of benefits shall file a claim for his benefits with the
Committee on a form provided by the Committee. The claim, including any election
of an alternative benefit form, shall be filed at least 30 days before the date
on which the benefits are to begin. If a Participant or Beneficiary fails to
file a claim by the 30th day before the date on which benefits become payable,
he shall be presumed to have filed a claim for payment for the Participant's
benefits in the standard form prescribed by Sections 10.1 or 10.2

         11.2 NOTIFICATION BY COMMITTEE. Within 90 days after receiving a claim
for benefits (or within 180 days, if special circumstances require an extension
of time and written notice of the extension is given to the Participant or
Beneficiary within 90 days after receiving the claim for benefits), the
Committee shall notify the Participant or Beneficiary whether the claim has been
approved or denied. If the Committee denies a claim in any respect, the
Committee shall set forth in a written notice to the Participant or Beneficiary:

                  (i) each specific reason for the denial;

                  (ii) specific references to the pertinent Plan provisions on
         which the denial is based;

                  (iii) a description of any additional material or information
         which could be submitted by the Participant or Beneficiary to support
         his claim, with an explanation of the relevance of such information;
         and


<PAGE>   17



                  (iv) an explanation of the claims review procedures set forth
         in Section 11.3.

         11.3 CLAIMS REVIEW PROCEDURE. Within 60 days after a Participant or
Beneficiary receives notice from the Committee that his claim for benefits has
been denied in any respect, he may file with the Committee a written notice of
appeal setting forth his reasons for disputing the Committee's determination. In
connection with his appeal the Participant or Beneficiary or his representative
may inspect or purchase copies of pertinent documents and records to the extent
not inconsistent with other Participants' and Beneficiaries' rights of privacy.
Within 60 days after receiving a notice of appeal from a prior determination (or
within 120 days, if special circumstances require an extension of time and
written notice of the extension is given to the Participant or Beneficiary and
his representative within 60 days after receiving the notice of appeal), the
Committee shall furnish to the Participant or Beneficiary and his
representative, if any, a written statement of the Committee's final decision
with respect to his claim, including the reasons for such decision and the
particular Plan provisions upon which it is based.

Section 12. THE COMMITTEE AND ITS FUNCTIONS.

         12.1 AUTHORITY OF COMMITTEE. The Committee shall be the "plan
administrator" within the meaning of ERISA and shall have exclusive
responsibility and authority to control and manage the operation and
administration of the Plan, including the interpretation and application of its
provisions, except to the extent such responsibility and authority are otherwise
specifically (i) allocated to the Company, the Employers, or the Trustee under
the Plan and Trust Agreement, (ii) delegated in writing to other persons by the
Company, the Employers, the Committee, or the Trustee, or (iii) allocated to
other parties by operation of law. The Committee shall have exclusive
responsibility regarding decisions concerning the payment of benefits under the
Plan.

                  The Committee shall have no investment responsibility with
respect to the Investment Fund except to the extent, if any, specifically
provided in the Trust Agreement. In the discharge of its duties, the Committee
may employ accountants, actuaries, legal counsel, and other agents (who also may
be employed by an Employer or the Trustee in the same or some other capacity)
and may pay their reasonable expenses and compensation.

         12.2 IDENTITY OF COMMITTEE. The Committee shall consists of three or
more individuals selected by the Company. Any individual, including a director,
trustee. shareholder, officer, or employee of an Employer, shall be eligible to
service as a member of the Committee. The Company shall have the power to remove
any individual serving on the Committee at any time without cause upon 10 days
written notice, and any individual may resign from the Committee at any time
upon 10 days written notice to the Company. The Company shall notify the
Trustee of any change in membership of the Committee.

         12.3 DUTIES OF COMMITTEE. The Committee shall keep whatever records may
be necessary to implement the Plan and shall furnish whatever reports may be
required from time to time by the Company. The Committee shall furnish to the
Trustee whatever information may be necessary to properly administer the Trust.
The Committee shall see to the filing with the appropriate government agencies
of all reports and returns required of the plan Committee under ERISA and other
laws.

                  Further, the Committee shall have exclusive responsibility and
authority with respect to the Plan's holdings of Stock and shall direct the
Trustee in all respects regarding the purchase, retention, sale, exchange, and
pledge of Stock and the creation and satisfaction of Stock Obligations. The
Committee shall at all times act consistently with the Company's long-term
intention that the Plan, as an employee stock ownership plan, be invested
primarily in Stock. Subject to the direction of the Committee with respect to
Stock Obligations pursuant to the provision of Section 4.2, and subject to the
provisions of Sections 6.4 and 10.6 as to Participants' rights under certain
circumstances to have their Accounts invested in Stock or in assets other than
Stock, the Committee shall determine in its sole discretion the extent to which
assets of the Trust shall be used to repay Stock Obligations, to purchase Stock,
or to invest in other assets to be selected by the Trustee or an investment
manager. No provision of the Plan relating to the allocation or vesting of any
interests in the Stock Fund or the Investment Fund shall restrict the Committee
from changing any holdings of the Trust, whether the changes involve an increase
or a decrease in the Stock or other assets credited to Participants' Accounts.
In determining the proper extent of the Trust's investment in Stock, the
Committee shall be


<PAGE>   18



authorized to employ investment counsel, legal counsel, appraisers, and other
agents to pay their reasonable expenses and compensation.

         12.4 VALUATION OF STOCK. If the valuation of any Stock is not
established by reported trading on a generally recognized public market, the
Committee shall have the exclusive authority and responsibility to determine its
value for all purposes under the Plan. Such value shall be determined as of each
Valuation Date, and on any other date as of which the Plan purchases or sells
such Stock. The Committee shall use generally accepted methods of valuing stock
of similar corporations for purposes of arm's length business and investment
transactions, and in this connection the Committee shall obtain, and shall be
protected in relying upon, the valuation of such Stock as determined by an
independent appraiser experienced in preparing valuations of similar businesses.

         12.5 COMPLIANCE WITH ERISA. The Committee shall perform all acts
necessary to comply with ERISA. Each individual member or employee of the
Committee shall discharge his duties in good faith and in accordance with the
applicable requirements of ERISA.

         12.6 ACTION BY COMMITTEE. All actions of the Committee shall be
governed by the affirmative vote of a number of members which is a majority of
the total number of members currently appointed, including vacancies. The
members of the Committee may meet informally and may take any action without
meeting as a group.

         12.7 EXECUTION OF DOCUMENTS. Any instrument executed by the Committee
shall be signed by any member or employee of the Committee.

         12.8 ADOPTION OF RULES. The Committee shall adopt such rules and
regulations of uniform applicability as it deems necessary or appropriate for
the proper administration and interpretation of the Plan.

         12.9 RESPONSIBILITIES TO PARTICIPANTS. The Committee shall determine
which Employees qualify to enter the Plan. The Committee shall furnish to each
eligible Employee whatever summary plan descriptions, summary annual reports,
and other notices and information may be required under ERISA. The Committee
also shall determine when a Participant or his Beneficiary qualifies for the
payment of benefits under the Plan. The Committee shall furnish to each such
Participant or Beneficiary whatever information is required under ERISA (or is
otherwise appropriate) to enable the Participant or Beneficiary to make whatever
elections may be available pursuant to Sections 6 and 10, and the Committee
shall provide for the payment of benefits in the proper form and amount from the
assets of the Trust Fund. The Committee may decide in its sole discretion to
permit modifications of elections and to defer or accelerate benefits to the
extent consistent with applicable law and the best interests of the individuals
concerned.

         12.10 ALTERNATIVE PAYEES IN EVENT OF INCAPACITY. If the Committee finds
at any time that an individual qualifying for benefits under this Plan is a
minor or is incompetent, the Committee may direct the benefits to be paid, in
the case of a minor, to his parents, his legal guardian, a custodian for him
under the Uniform Transfers to Minors Act, or the person having actual custody
of him, or, in the case of an incompetent, to his spouse, his legal guardian, or
the person having actual custody of him, the payments to be used for the
individual's benefit. The Committee and the Trustee shall not be obligated to
inquire as to the actual use of the funds by the person receiving them under
this Section 12.10, and any such payment shall completely discharge the
obligations of the Plan, the Trustee, the Committee, and the Employers to the
extent of the payment.

         12.11 INDEMNIFICATION BY EMPLOYERS. Except as separately agreed in
writing, the Committee, and any member or employee of the Committee, shall be
indemnified and held harmless by the Employers, jointly and severally, to the
fullest extent permitted by law against any and all costs, damages, expenses,
and liabilities reasonably incurred by or imposed upon it or him in connection
with any claim made against it or him or in which it or he may be involved by
reason of its or his being, or having been, the Committee, or a member or
employee of the Committee, to the extent such amounts are not paid by insurance.


<PAGE>   19



         12.12 NONPARTICIPATION BY INTERESTED MEMBER. Any member of the
Committee who also is a Participant in the Plan shall take no part in any
determination specifically relating to his own participation or benefits, unless
his abstention would leave the Committee incapable of acting on the matter.

Section 13. ADOPTION, AMENDMENT, OR TERMINATION OF THE PLAN.

         13.1 ADOPTION OF PLAN BY OTHER EMPLOYERS. With the consent of the
Company, any entity may become a participating Employer under the Plan by (i)
taking such action as shall be necessary to adopt the Plan, (ii) becoming a
party to the Trust Agreement establishing the Trust Fund, and (iii) executing
and delivering such instruments and taking such other action as may be necessary
or desirable to put the Plan into effect with respect to the entity's Employees.

         13.2 ADOPTION OF PLAN BY SUCCESSOR. In the event that any Employer
shall be reorganized by way of merger, consolidation, transfer of assets or
otherwise, so that an entity other than an Employer shall succeed to all or
substantially all of the Employer's business, the successor entity may be
substituted for the Employer under the Plan by adopting the Plan and becoming a
party to the Trust Agreement. Contributions by the Employer shall be
automatically suspended from the effective date of any such reorganization until
the date upon which the substitution of the successor entity for the Employer
under the Plan becomes effective. If, within 90 days following the effective
date of any such reorganization, the successor entity shall not have elected to
become a party to the Plan, or if the Employer shall adopt a plan of complete
liquidation other than in connection with a reorganization, the Plan shall be
automatically terminated with respect to Employees of the Employer as of the
close of business on the 90th day following the effective date of the
reorganization, or as of the close of business on the date of adoption of a plan
of complete liquidation, as the case may be.

         13.3 PLAN ADOPTION SUBJECT TO QUALIFICATION. Notwithstanding any other
provision of the Plan, the adoption of the Plan and the execution of the Trust
Agreement are conditioned upon their being determined initially by the Internal
Revenue Service to meet the qualification requirements of Section 401(a) of the
Code, so that the Employers may deduct currently for federal income tax purposes
their contributions to the Trust and so that the Participants may exclude the
contributions from their gross income and recognize income only when they
receive benefits. In the event that this Plan is held by the Internal Revenue
Service not to qualify initially under Section 401(a), the Plan, may be amended
retroactively to the earliest date permitted by U.S. Treasury Regulations in
order to secure qualification under Section 401(a). If this Plan is held by the
Internal Revenue Service not to qualify initially under Section 401(a) either
as originally adopted or as amended, each Employer's contributions to the Trust
under this Plan (including any earnings thereon) shall be returned to it and
this Plan shall be terminated. In the event that this Plan is amended after its
initial qualification and the Plan as amended is held by the Internal Revenue
Service not to qualify under Section 401(a), the amendment may be modified
retroactively to the earliest date permitted by U.S. Treasury Regulations in
order to secure approval of the amendment under Section 401(a).

         13.4 RIGHT TO AMEND OR TERMINATE. The Company intends to continue this
Plan as a permanent program. However, each participating Employer separately
reserves the right to suspend, supersede, or terminate the Plan at any time and
for any reason, as it applies to that Employer's Employees, and the Company
reserves the right to amend, suspend, supersede, merge, consolidate, or
terminate the Plan at any time and for any reason, as it applies to the
Employees of all Employers. No amendment, suspension, supersession, merger,
consolidation, or termination of the Plan shall reduce any Participant's or
Beneficiary's proportionate interest in the Trust Fund, or shall divert any
portion of the Trust Fund to purposes other than the exclusive benefit of the
Participants and their Beneficiaries prior to the satisfaction of all
liabilities under the Plan.

                  Except as is required for purposes of compliance with the Code
or ERISA, each as amended from time to time, neither the provisions of Section
4.1 and 4.2 relating to the crediting of contributions, forfeitures and shares
of Stock released from the Unallocated Stock Fund, nor any other provision of
the Plan relating to the allocation of benefits to Participants, may be amended
more frequently than once every six months. Moreover, there shall not be any
transfer of assets to a successor plan or merger or consolidation with another
plan unless, in the event of the termination of the successor plan or the
surviving plan immediately following such transfer, merger, or consolidation,


<PAGE>   20



each participant or beneficiary would be entitled to a benefit equal to or
greater than the benefit he would have been entitled to if the plan in which he
was previously a participant or beneficiary had terminated immediately prior to
such transfer, merger, or consolidation. Following a termination of this Plan by
the Company, the Trustee shall continue to administer the Trust and pay benefits
in accordance with the Plan as amended from time to time and the Committee's
instructions.

Section 14. MISCELLANEOUS PROVISIONS.

         14.1 PLAN CREATES NO EMPLOYMENT RIGHTS. Nothing in this Plan shall be
interpreted as giving any Employee the right to be retained as an Employee by an
Employer, or as limiting or affecting the rights of an Employer to control its
Employees or to terminate the Service of any Employee at any time and for any
reason, subject to any applicable employment or collective bargaining
agreements.

         14.2 NONASSIGNABILITY OF BENEFITS. No assignment, pledge, or other
anticipation of benefits from the Plan will be permitted or recognized by the
Employers, the Committee, or the Trustee. Moreover, benefits from the Plan shall
not be subject to attachment, garnishment, or other legal process for debts or
liabilities of any Participant or Beneficiary, to the extent permitted by law.
This prohibition on assignment or alienation shall apply to any judgment,
decree, or order (including approval of a property settlement agreement) which
relates to the provision of child support, alimony, or property rights to a
present or former spouse, child or other dependent of a Participant pursuant to
a State domestic relations or community property law, unless the judgment,
decree, or order is determined by the Committee to be a qualified domestic
relations order within the meaning of Section 414(p) of the Code.

         14.3 LIMIT OF EMPLOYER LIABILITY. The liability of the Employers with
respect to Participants under this Plan shall be limited to making contributions
to the Trust from time to time, in accordance with Section 4.

         14.4 TREATMENT OF EXPENSES. All expenses incurred by the Committee and
the Trustee in connection with administering this Plan and Trust Fund shall be
paid by the Trustee from the Trust Fund to the extent the expenses have not been
paid or assumed by the Employers or by the Trustee.

         14.5 NUMBER AND GENDER. Any use of the singular shall be interpreted to
include the plural, and the plural the singular. Any use of the masculine,
feminine, or neuter shall be interpreted to include the masculine, feminine, or
neuter, as the context shall require.

         14.6 NONDIVERSION OF ASSETS. Except as provided in Sections 5.3 and
13.3, under no circumstances shall any portion of the Trust Fund be diverted to
or used for any purpose other than the exclusive benefit of the Participants and
their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

         14.7 SEPARABILITY OF PROVISIONS. If any provision of this Plan is held
to be invalid or unenforceable, the other provisions of the Plan shall not be
affected but shall be applied as if the invalid or unenforceable provision had
not been included in the Plan.

         14.8 SERVICE OF PROCESS. The agent for the service of process upon the
Plan shall be the president of the Company, or such other person as may be
designated from time to time by the Company.

         14.9 GOVERNING STATE LAW. This Plan shall be interpreted in accordance
with the laws of the State of Florida to the extent those laws are applicable
under the provisions of ERISA.

         14.10 SPECIAL RULES FOR PERSONS SUBJECT TO SECTION 16(b) REQUIREMENTS.
Notwithstanding anything herein to the contrary, any former Participant who is
subject to the provisions of Section 16(b) of the Securities Exchange Act of
1934, who becomes eligible to again participate in the Plan, may not become a
Participant prior to the date that is six months from the date such former
Participant terminated participation in the Plan.


<PAGE>   21



                  In addition, any person subject to the provisions of Section
16(b) of the 1934 Act receiving a distribution of Stock from the Plan must hold
such Stock for a period of six months commencing with the date of distribution.
However, this restriction will not apply to Stock distributions made in
connection with death, retirement, disability of termination of employment or
made pursuant to the terms of a qualified domestic relations order.

Section 15. TOP-HEAVY PROVISIONS.

         15.1 DETERMINATION OF TOP-HEAVY STATUS. The Committee shall determine
on a regular basis whether each Plan Year is or is not a "Top-Heavy Year" for
purposes of implementing the provisions of Sections 15.2, 15.3, 15.4, and 5.2
which apply only to the extent the Plan is top-heavy or super top-heavy within
the meaning of Section 416 and the Treasury Regulations promulgated thereunder.
In making this determination, the Committee shall use the following definitions
and principles:

                  15.1-1 The "Employer" includes all business entities which are
         considered commonly controlled or affiliated within the meaning of
         Sections 414(b), 414(c), and 414(m) of the Code.

                  15.1-2 The "plan aggregation group" includes each qualified
         retirement plan maintained by the Employer (i) in which a Key Employee
         is a Participant during the Plan Year, or (ii) which enables any plan
         described in clause (i) to satisfy the requirements of Section
         401(a)(4) or 410 of the Code, or (iii) which provides contributions or
         benefits comparable to those of the plans described in clauses (i) and
         (ii) and which is designated by the Committee as part of the plan
         aggregation group.

                  15.1-3 The "determination date", with respect to the first
         Plan Year of any plan, means the last day of that Plan Year, and with
         respect to each subsequent Plan Year, means the last day of the
         preceding Plan Year. If any other plan has a determination date which
         differs from this Plan's determination date, the top- heaviness of this
         Plan shall be determined on the basis of the other plan's determination
         date falling within the same calendar years as this Plan's
         determination date.

                  15.1-4 A "Key Employee", with respect to a Plan Year, means an
         Employee who at any time during the five years ending on the top-heavy
         determination date for the Plan Year has received compensation from an
         Employer and has been (i) an officer of the Employer having Total
         Compensation greater than 50 percent of the limit then in effect under
         Section 415(b)(1)(A) of the Code, (ii) one of the 10 Employees owning
         the largest interests in the Employer having Total Compensation greater
         than the limit then in effect under Section 415(c)(1)(A), (iii) an
         owner of more than five percent of the outstanding equity interest or
         the outstanding voting interest in any Employer, or (iv) an owner of
         more than one percent of the outstanding equity interest or the
         outstanding voting interest in an Employer whose Total Compensation
         exceeds $150,000. In determining which individuals are Key Employees,
         the rules of Section 415(i) of the Code and Treasury Regulations
         promulgated thereunder shall apply, The Beneficiary of a Key Employee
         shall also be considered a Key Employee.

                  15.1-5 A "Non-key Employee" means an Employee who at any time
         during the five years ending on the top-heavy determination date for
         the Plan Year has received compensation from an Employer and who has
         never been a Key Employee, and the Beneficiary of any such Employee.

                  15.1-6 The "aggregated benefits" for any Plan Year means (i)
         the adjusted account balances in defined contribution plans on the
         determination date, plus (ii) the adjusted value of accrued benefits in
         defined benefit plans, calculated as of the annual valuation date
         coinciding with or next preceding the determination date, with respect
         to Key Employees and Nonkey Employees under all plans within the plan
         aggregation group which includes this Plan. For this purpose, the
         "adjusted account balance" for and the "adjusted value of accrued
         benefit" for any Employee shall be increased by all plan distributions
         made with respect to the Employee during the five years ending on the
         determination date. Further, the adjusted account balance under a plan
         shall not include any amount attributable to a rollover contribution or
         similar transfer to the plan initiated by an Employee and made after
         1983, unless both plans involved are maintained by the Employer, in
         which


<PAGE>   22


         event the transferred amount shall be counted in the transferee plan
         and ignored for all purposes in the transferor plan. Finally, the
         adjusted value of accrued benefits under any defined benefit plan shall
         be determined by assuming whichever actuarial assumptions were applied
         by the Pension Benefit Guaranty Corporation to determine the
         sufficiency of plan assets for plans terminating on the valuation date.

                  15.1-7 This Plan shall be "top-heavy" for any Plan Year in
         which the aggregated benefits of the Key Employees exceed 60 percent of
         the total aggregated benefits for both Key Employees and Nonkey
         Employees.

                  15.1-8 This Plan shall be "super top-heavy" for any Plan Year
         in which the aggregated benefits of the Key Employees exceed 90 percent
         of the total aggregated benefits for both Key Employees and Nonkey
         Employees.

                  15.1-9 A "Top-Heavy Year" means a Plan Year in which the Plan
         is top-heavy.

         15.2 MINIMUM CONTRIBUTIONS. For any Top-Heavy Year, each Employer shall
make a special contribution on behalf of each Participant to the extent that the
total allocations to his Account pursuant to Section 4 is less than the lesser
of (i) four percent of his Total Compensation for that year, or (ii) the highest
ratio of such allocation to Total Compensation received by any Key Employee for
that year. For purposes of the special contribution of this Section 15.2, a Key
Employee's Total Compensation shall include amounts the Key Employee elected to
defer under a qualified 401(k) arrangement. Such a special contribution shall be
made on behalf of each Participant who is employed by an Employer on the last
day of the Plan Year, regardless of the number of his Hours of Service, and
shall be allocated to his Account.

         For any Plan Year when (1) the Plan is top-heavy and (2) a Nonkey
Employee is a Participant in both this Plan and a defined benefit plan included
in the plan aggregation group which is top heavy, the sum of the Employer
contributions and forfeitures allocated to the Account of each such Nonkey
Employee shall be equal to at least five percent (5%) of such Nonkey Employee's
Total Compensation for that year.

         15.3 MINIMUM VESTING. If a Participant's vested interest in his Account
is to be determined in a Top-Heavy Year, it shall be based on the following
"top-heavy table":

              VESTING YEARS                      PERCENTAGE OF INTEREST VESTED
              -------------                      -----------------------------

              fewer than                                    0%
              3 or more                                   100%