<PAGE>   1
                           TOWER FINANCIAL 401(K) PLAN


<PAGE>   2




                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS


                                   ARTICLE II
                                 ADMINISTRATION

2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER.............................17
2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY.................................18
2.3   POWERS AND DUTIES OF THE ADMINISTRATOR..................................18
2.4   RECORDS AND REPORTS.....................................................20
2.5   APPOINTMENT OF ADVISERS.................................................20
2.6   PAYMENT OF EXPENSES.....................................................20
2.7   CLAIMS PROCEDURE........................................................20
2.8   CLAIMS REVIEW PROCEDURE.................................................21

                                   ARTICLE III
                                   ELIGIBILITY

3.1   CONDITIONS OF ELIGIBILITY...............................................21
3.2   EFFECTIVE DATE OF PARTICIPATION.........................................22
3.3   DETERMINATION OF ELIGIBILITY............................................22
3.4   TERMINATION OF ELIGIBILITY..............................................22
3.5   OMISSION OF ELIGIBLE EMPLOYEE...........................................22
3.6   INCLUSION OF INELIGIBLE EMPLOYEE........................................22
3.7   ELECTION NOT TO PARTICIPATE.............................................23

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION...........................23
4.2   PARTICIPANT'S SALARY REDUCTION ELECTION.................................23
4.3   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION................................27
4.4   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS....................28
4.5   ACTUAL DEFERRAL PERCENTAGE TESTS........................................32
4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS..........................35
4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS....................................36
4.8   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS......................39
4.9   MAXIMUM ANNUAL ADDITIONS................................................42
4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...............................44
4.11  TRANSFERS FROM QUALIFIED PLANS..........................................45
4.12  DIRECTED INVESTMENT ACCOUNT.............................................47

<PAGE>   3

                                    ARTICLE V
                                   VALUATIONS

5.1   VALUATION OF THE TRUST FUND.............................................48
5.2   METHOD OF VALUATION.....................................................48

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1   DETERMINATION OF BENEFITS UPON RETIREMENT...............................49
6.2   DETERMINATION OF BENEFITS UPON DEATH....................................49
6.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY........................50
6.4   DETERMINATION OF BENEFITS UPON TERMINATION..............................50
6.5   DISTRIBUTION OF BENEFITS................................................54
6.6   DISTRIBUTION OF BENEFITS UPON DEATH.....................................56
6.7   TIME OF SEGREGATION OR DISTRIBUTION.....................................57
6.8   DISTRIBUTION FOR MINOR BENEFICIARY......................................57
6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN..........................57
6.10  PRE-RETIREMENT DISTRIBUTION.............................................58
6.11  ADVANCE DISTRIBUTION FOR HARDSHIP.......................................58
6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.........................60

                                   ARTICLE VII
                                     TRUSTEE

7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE...................................60
7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.............................61
7.3   OTHER POWERS OF THE TRUSTEE.............................................62
7.4   LOANS TO PARTICIPANTS...................................................64
7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS................................66
7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES...........................66
7.7   ANNUAL REPORT OF THE TRUSTEE............................................66
7.8   AUDIT...................................................................67
7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE..........................68
7.10  TRANSFER OF INTEREST....................................................69
7.11  DIRECT ROLLOVER.........................................................69

<PAGE>   4

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1   AMENDMENT...............................................................70
8.2   TERMINATION.............................................................71
8.3   MERGER OR CONSOLIDATION.................................................71

                                   ARTICLE IX
                                    TOP HEAVY

9.1   TOP HEAVY PLAN REQUIREMENTS.............................................72
9.2   DETERMINATION OF TOP HEAVY STATUS.......................................72

                                    ARTICLE X
                                  MISCELLANEOUS

10.1  PARTICIPANT'S RIGHTS....................................................75
10.2  ALIENATION..............................................................76
10.3  CONSTRUCTION OF PLAN....................................................77
10.4  GENDER AND NUMBER.......................................................77
10.5  LEGAL ACTION............................................................77
10.6  PROHIBITION AGAINST DIVERSION OF FUNDS..................................77
10.7  BONDING.................................................................78
10.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE..............................78
10.9  INSURER'S PROTECTIVE CLAUSE.............................................78
10.10 RECEIPT AND RELEASE FOR PAYMENTS........................................78
10.11 ACTION BY THE EMPLOYER..................................................79
10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY......................79
10.13 HEADINGS................................................................80
10.14 APPROVAL BY INTERNAL REVENUE SERVICE....................................80
10.15 UNIFORMITY..............................................................80


<PAGE>   5



                           TOWER FINANCIAL 401(K) PLAN

          THIS AGREEMENT, hereby made and entered into this __19th___ day of
_______October___________, 2000 by and between Tower Financial Corporation
(herein referred to as the "Employer") and Kevin J. Himmelhaver, Don Schenkel
and Curt Brown (herein referred to as the "Trustee").

                              W I T N E S S E T H:

          WHEREAS, the Employer desires to recognize the contribution made to
its successful operation by its employees and to reward such contribution by
means of a 401(k) Profit Sharing Plan for those employees who shall qualify as
Participants hereunder;

          NOW, THEREFORE, effective 03/01/1999, (hereinafter called the
"Effective Date"), the Employer hereby establishes a 401(k) Profit Sharing Plan
and creates this trust (which plan and trust are hereinafter called the "Plan")
for the exclusive benefit of the Participants and their Beneficiaries, and the
Trustee hereby accepts the Plan on the following terms:

                                    ARTICLE I
                                   DEFINITIONS

     1.1 "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

     1.2 "Administrator" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the Plan
on behalf of the Employer.

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

     1.4 "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 9.2.

     1.5 "Anniversary Date" means 12/31.

     1.6 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

<PAGE>   6

     1.7 "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     1.8 "Compensation" with respect to any Participant means such Participant's
wages as defined in Code Section 3401(a) and all other payments of compensation
by the Employer (in the course of the Employer's trade or business) for a Plan
Year for which the Employer is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)).

          For purposes of this Section, the determination of Compensation shall
be made by:

               (a) including amounts which are contributed by the Employer
          pursuant to a salary reduction agreement and which are not includible
          in the gross income of the Participant under Code Sections 125,
          402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
          described in Code Section 414(h)(2) that are treated as Employer
          contributions.

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

          Compensation in excess of $150,000 ($200,000 for Plan Years beginning
prior to the first day of the first Plan Year beginning after December 31, 1993)
shall be disregarded. Such amount shall be adjusted for increases in the cost of
living in accordance with Code Section 401(a)(17), except that the dollar
increase in effect on January 1 of any calendar year shall be effective for the
Plan Year beginning with or within such calendar year. For any short Plan Year
the Compensation limit shall be an amount equal to the Compensation limit for
the calendar year in which the Plan Year begins multiplied by the ratio obtained
by dividing the number of full months in the short Plan Year by twelve (12). In
applying this limitation, the family group of a Highly Compensated Participant
who is subject to the Family Member aggregation rules of Code Section 414(q)(6)
as in effect prior to the Small Business Job Protection Act of 1996 because such
Participant is either a "five percent owner" of the Employer or one of the ten
(10) Highly Compensated Employees paid the greatest "415 Compensation" during
the year, shall be treated as a single Participant, except that for this purpose
Family Members shall include only the affected Participant's spouse and any
lineal descendants who have not attained age nineteen (19) before the close of
the year. If, as a result of the application of such rules the adjusted
limitation is exceeded, then the limitation shall be prorated among the affected
Family Members in proportion to each such Family Member's Compensation prior to


<PAGE>   7

the application of this limitation, or the limitation shall be adjusted in
accordance with any other method permitted by Regulation. However, for purposes
of Section 4.4(b), the preceding sentence shall not apply in determining the
portion of the Compensation of a Participant which is below Excess Compensation.

          If, as a result of such rules, the maximum "annual addition" limit of
Section 4.9(a) would be exceeded for one or more of the affected Family Members,
the prorated Compensation of all affected Family Members shall be adjusted to
avoid or reduce any excess. The prorated Compensation of any affected Family
Member whose allocation would exceed the limit shall be adjusted downward to the
level needed to provide an allocation equal to such limit. The prorated
Compensation of affected Family Members not affected by such limit shall then be
adjusted upward on a pro rata basis not to exceed each such affected Family
Member's Compensation as determined prior to application of the Family Member
rule. The resulting allocation shall not exceed such individual's maximum
"annual addition" limit. If, after these adjustments, an "excess amount" still
results, such "excess amount" shall be disposed of in the manner described in
Section 4.10(a) pro rata among all affected Family Members.

          For Plan Years beginning prior to January 1, 1989, the $200,000 limit
(without regard to Family Member aggregation) shall apply only for Top Heavy
Plan Years and shall not be adjusted.

     1.9 "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

     1.10 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

     1.11 "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

     1.12 "Elective Contribution" means the Employer contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.6(b) which is
used to satisfy the "Actual Deferral Percentage" tests shall be considered an
Elective Contribution for purposes of the Plan. Any contributions deemed to be
Elective Contributions (whether or not used to satisfy the "Actual Deferral
Percentage" tests) shall be subject to the requirements of Sections 4.2(b) and
4.2(c) and shall further be required to satisfy the nondiscrimination


<PAGE>   8

requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are
specifically incorporated herein by reference.

     1.13 "Eligible Employee" means any Employee.

          Employees of Affiliated Employers shall not be eligible to participate
in this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

     1.14 "Employee" means any person who is employed by the Employer or
Affiliated Employer. Employee shall include Leased Employees within the meaning
of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force.

     1.15 "Employer" means Tower Financial Corporation and any successor which
shall maintain this Plan; and any predecessor which has maintained this Plan.
The Employer is a corporation, with principal offices in the State of Indiana.

     1.16 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a).

     1.17 "Excess Compensation" with respect to any Participant means the
Participant's Compensation which is in excess of the Taxable Wage Base. For any
short year, the Taxable Wage Base shall be reduced by a fraction, the numerator
of which is the number of full months in the short year and the denominator of
which is twelve (12).

     1.18 "Excess Contributions" means, with respect to a Plan Year, the excess
of Elective Contributions used to satisfy the "Actual Deferral Percentage" tests
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 4.5(a). Excess
Contributions shall be treated as an "annual addition" pursuant to Section
4.9(b).

     1.19 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the


<PAGE>   9

affected Participant not later than the first April 15th following the close of
the Participant's taxable year. Additionally, for purposes of Sections 9.2 and
4.4(g), Excess Deferred Compensation shall continue to be treated as Employer
contributions even if distributed pursuant to Section 4.2(f). However, Excess
Deferred Compensation of Non-Highly Compensated Participants is not taken into
account for purposes of Section 4.5(a) to the extent such Excess Deferred
Compensation occurs pursuant to Section 4.2(d).

     1.20 "Family Member" means, with respect to an affected Participant, such
Participant's spouse and such Participant's lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B) as in effect
prior to the Small Business Job Protection Act of 1996.

     1.21 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

     1.22 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on 01/01 of each year and ending the following 12/31.

     1.23 "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

               (a) the distribution of the entire Vested portion of a Terminated
          Participant's Account, or

               (b) the last day of the Plan Year in which the Participant incurs
          five (5) consecutive 1-Year Breaks in Service.

          Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(e)(2). In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.24 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.


<PAGE>   10

     1.25 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

     1.26 "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year, except that "414(s) Compensation" shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant in the
Plan.

          For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

          "414(s) Compensation" in excess of $150,000 ($200,000 for Plan Years
beginning prior to the first day of the first Plan Year beginning after December
31, 1993) shall be disregarded. Such amount shall be adjusted for increases in
the cost of living in accordance with Code Section 401(a)(17), except that the
dollar increase in effect on January 1 of any calendar year shall be effective
for the Plan Year beginning with or within such calendar year. For any short
Plan Year the "414(s) Compensation" limit shall be an amount equal to the
"414(s) Compensation" limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12). In applying this limitation, the family group of
a Highly Compensated Participant who is subject to the Family Member aggregation
rules of code Section 414(q)(6) as in effect prior to the Small Business Job
Protection Act of 1996 because such Participant is either a "five percent owner"
of the Employer or one of the ten (10) Highly Compensated Employees paid the
greatest "415 Compensation" during the year, shall be treated as a single
Participant, except that for this purpose Family Members shall include only the
affected Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year.

     1.27 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the


<PAGE>   11

Employer during the "determination year" and is in one or more of the following
groups:

               (a) Employees who at any time during the "determination year" or
          "look-back year" were "five percent owners" as defined in Section
          1.33(c).

               (b) Employees who received "415 Compensation" during the
          "look-back year" from the Employer in excess of $75,000.

               (c) Employees who received "415 Compensation" during the
          "look-back year" from the Employer in excess of $50,000 and were in
          the Top Paid Group of Employees for the Plan Year.

               (d) Employees who during the "look-back year" were officers of
          the Employer (as that term is defined within the meaning of the
          Regulations under Code Section 416) and received "415 Compensation"
          during the "look-back year" from the Employer greater than 50 percent
          of the limit in effect under Code Section 415(b)(1)(A) for any such
          Plan Year. The number of officers shall be limited to the lesser of
          (i) 50 employees; or (ii) the greater of 3 employees or 10 percent of
          all employees. For the purpose of determining the number of officers,
          Employees described in Sections 1.59(a),1.59(b),1.59(c) and 1.59(d)
          shall be excluded, but such Employees shall still be considered for
          the purpose of identifying the particular Employees who are officers.
          If the Employer does not have at least one officer whose annual "415
          Compensation" is in excess of 50 percent of the Code Section
          415(b)(1)(A) limit, then the highest paid officer of the Employer will
          be treated as a Highly Compensated Employee.

               (e) Employees who are in the group consisting of the 100
          Employees paid the greatest "415 Compensation" during the
          "determination year" and are also described in (b), (c) or (d) above
          when these paragraphs are modified to substitute "determination year"
          for "look-back year."

          The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period.

          If an Employee is, during a "determination year" or "look-back year",
a Family Member of either a "five percent owner" (whether active or former) or a
Highly Compensated Employee who is one of the 10 most Highly Compensated
Employees ranked on the basis of "415 Compensation" paid by the Employer during
such year, then the Family Member and the "five percent owner" or top-ten Highly
Compensated Employee shall be


<PAGE>   12

aggregated. In such case, the Family Member and "five percent owner" or top-ten
Highly Compensated Employee shall be treated as a single Employee receiving "415
Compensation" and Plan contributions or benefits equal to the sum of such "415
Compensation" and contributions or benefits of the Family Member and "five
percent owner" or top-ten Highly Compensated Employee.

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amounts specified in (b) and (c) above shall be adjusted at
such time and in such manner as is provided in Regulations. In the case of such
an adjustment, the dollar limits which shall be applied are those for the
calendar year in which the "determination year" or "look-back year" begins.

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

     1.28 "Highly Compensated Former Employee" means a former Employee who had a
separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55. Notwithstanding the foregoing, an Employee who separated
from service prior to 1987 will be treated as a Highly Compensated Former
Employee only if during the separation year (or year preceding the separation
year) or any year after the Employee attains age 55 (or the last year ending
before the Employee's 55th birthday), the Employee either received "415
Compensation" in excess of $50,000 or was a "five percent owner." For purposes
of this Section, "determination year," "415 Compensation" and "five percent
owner" shall be determined in accordance with Section 1.27. Highly Compensated
Former Employees shall be treated as Highly Compensated Employees. The method
set forth in this Section for determining who is a "Highly Compensated Former
Employee" shall be applied on a uniform and

<PAGE>   13

consistent basis for all purposes for which the Code Section 414(q) definition
is applicable.

     1.29 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the Plan.

     1.30 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the Employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period (these hours will
be calculated and credited pursuant to Department of Labor regulation
2530.200b-2 which is incorporated herein by reference); (3) each hour for which
back pay is awarded or agreed to by the Employer without regard to mitigation of
damages (these hours will be credited to the Employee for the computation period
or periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

          Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

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

          For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.


<PAGE>   14

     1.31 "Income" means the income or losses allocable to "excess amounts"
which shall equal the allocable gain or loss for the "applicable computation
period". The income allocable to "excess amounts" for the "applicable
computation period" is determined by multiplying the income for the "applicable
computation period" by a fraction. The numerator of the fraction is the "excess
amount" for the "applicable computation period." The denominator of the fraction
is the total "account balance" attributable to "Employer contributions" as of
the end of the "applicable computation period", reduced by the gain allocable to
such total amount for the "applicable computation period" and increased by the
loss allocable to such total amount for the "applicable computation period". The
provisions of this Section shall be applied:

               (a) For purposes of Section 4.2(f), by substituting:

               (1) "Excess Deferred Compensation" for "excess amounts";

               (2) "taxable year of the Participant" for "applicable computation
          period";

               (3) "Deferred Compensation" for "Employer contributions"; and

               (4) "Participant's Elective Account" for "account balance."

               (b) For purposes of Section 4.6(a), by substituting:

               (1) "Excess Contributions" for "excess amounts";

               (2) "Plan Year" for "applicable computation period";

               (3) "Elective Contributions" for "Employer contributions"; and

               (4) "Participant's Elective Account" for "account balance."

               (c) For purposes of Section 4.8(a), by substituting:

               (1) "Excess Aggregate Contributions" for "excess amounts";

               (2) "Plan Year" for "applicable computation period";

<PAGE>   15

               (3) "Employer matching contributions made pursuant to Section
          4.1(b) and any qualified non-elective contributions or elective
          deferrals taken into account pursuant to Section 4.7(c)" for "Employer
          contributions"; and

               (4) "Participant's Account" for "account balance."

          Income allocable to any distribution of Excess Deferred Compensation
on or before the last day of the taxable year of the Participant shall be
calculated from the first day of the taxable year of the Participant to the date
on which the distribution is made pursuant to either the "fractional method" or
the "safe harbor method." Under such "safe harbor method," allocable Income for
such period shall be deemed to equal ten percent (10%) of the Income allocable
to such Excess Deferred Compensation multiplied by the number of calendar months
in such period. For purposes of determining the number of calendar months in
such period, a distribution occurring on or before the fifteenth day of the
month shall be treated as having been made on the last day of the preceding
month and a distribution occurring after such fifteenth day shall be treated as
having been made on the first day of the next subsequent month.

     1.32 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing. Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.

     1.33 "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as well
as each of his Beneficiaries) is considered a Key Employee if he, at any time
during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

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

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

<PAGE>   16

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

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

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

         1.34 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

     1.35 "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased


<PAGE>   17

Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

               (a) if such employee is covered by a money purchase pension plan
          providing:

               (1) a non-integrated employer contribution rate of at least 10%
               of compensation, as defined in Code Section 415(c)(3), but
               including amounts which are contributed by the Employer pursuant
               to a salary reduction agreement and which are not includible in
               the gross income of the Participant under Code Sections 125,
               402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
               contributions described in Code Section 414(h)(2) that are
               treated as Employer contributions.

               (2) immediate participation; and

               (3) full and immediate vesting; and

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

     1.36 "Non-Elective Contribution" means the Employer contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

     1.37 "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

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

     1.39 "Normal Retirement Age" means the Participant's 65 birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

     1.40 "Normal Retirement Date" means the first day of the month nearest the
Participant's Normal Retirement Age.

     1.41 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.


<PAGE>   18

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

          A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

     1.42 "Participant" means any Eligible Employee who participates in the Plan
and has not for any reason become ineligible to participate further in the Plan.

     1.43 "Participant Direction Procedures" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be established
pursuant to Section 4.12 and observed by the Administrator and applied to
Participants who have Participant Directed Accounts.

     1.44 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer Non-Elective Contributions.

          A separate accounting shall be maintained with respect to that portion
of the Participant's Account attributable to Employer matching contributions
made pursuant to Section 4.1(b), Employer discretionary contributions made
pursuant to Section 4.1(c) and any Employer Qualified Non-Elective
Contributions.

     1.45 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.46 "Participant's Directed Account" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedure.


<PAGE>   19

     1.47 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
accounting shall be maintained with respect to that portion of the Participant's
Elective Account attributable to such Elective Contributions pursuant to Section
4.2 and any Employer Qualified Non-Elective Contributions.

     1.48 "Plan" means this instrument, including all amendments thereto.

     1.49 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on 01/01 of each year and ending the following 12/31.

     1.50 "Qualified Non-Elective Contribution" means any Employer contributions
made pursuant to Section 4.6(b) and Section 4.8(h). Such contributions shall be
considered an Elective Contribution for the purposes of the Plan and used to
satisfy the "Actual Deferral Percentage" tests or the "Actual Contribution
Percentage" tests.

     1.51 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.52 "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

     1.53 "Retirement Date" means the date as of which a Participant retires for
reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

     1.54 "Super Top Heavy Plan" means a plan described in Section 9.2(b).

     1.55 "Taxable Wage Base" means, with respect to any Plan Year, the
contribution and benefit base in effect under Section 230 of the Social Security
Act at the beginning of the Plan Year.

     1.56 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.57 "Top Heavy Plan" means a plan described in Section 9.2(a).

     1.58 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.


<PAGE>   20

     1.59 "Top Paid Group" means the top 20 percent of Employees who performed
services for the Employer during the applicable year, ranked according to the
amount of "415 Compensation" (determined for this purpose in accordance with
Section 1.27) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. Employees who are non-resident aliens and who received no earned
income (within the meaning of Code Section 911(d)(2)) from the Employer
constituting United States source income within the meaning of Code Section
861(a)(3) shall not be treated as Employees. Additionally, for the purpose of
determining the number of active Employees in any year, the following additional
Employees shall also be excluded; however, such Employees shall still be
considered for the purpose of identifying the particular Employees in the Top
Paid Group:

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

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

               (c) Employees who normally work less than six (6) months during a
          year; and

               (d) Employees who have not yet attained age 21

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

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

     1.60 "Total and Permanent Disability" means a physical or mental condition
of a Participant resulting from bodily injury, disease, or mental disorder which
renders him incapable of continuing his usual and customary employment with the
Employer. The disability of a Participant shall be determined by a licensed
physician chosen by the Administrator. The determination shall be applied
uniformly to all Participants.


<PAGE>   21

     1.61 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

     1.62 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

     1.63 "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary,
effective December 12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with Code
Section 414(u).

     1.64 "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include any
day during the Plan Year that the Trustee, any transfer agent appointed by the
Trustee or the Employer and any stock exchange used by such agent are open for
business.

     1.65 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

     1.66 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

          For vesting purposes, the computation periods shall be the Plan Year,
excluding periods prior to the Effective Date of the Plan.

          The computation period shall be the Plan Year if not otherwise set
forth herein.

          Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.

          Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                                 ADMINISTRATION

2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a) In addition to the general powers and responsibilities
          otherwise provided for in this Plan, the Employer shall be empowered
          to appoint and remove

<PAGE>   22

          the Trustee and the Administrator from time to time as it deems
          necessary for the proper administration of the Plan to ensure that the
          Plan is being operated for the exclusive benefit of the Participants
          and their Beneficiaries in accordance with the terms of the Plan, the
          Code, and the Act. The Employer may appoint counsel, specialists,
          advisers, agents (including any nonfiduciary agent) and other persons
          as the Employer deems necessary or desirable in connection with the
          exercise of its fiduciary duties under this Plan. The Employer may
          compensate such agents or advisers from the assets of the Plan as
          fiduciary expenses (but not including any business (settlor) expenses
          of the Employer), to the extent not paid by the Employer.

               (b) The Employer shall establish a "funding policy and method,"
          i.e., it shall determine whether the Plan has a short run need for
          liquidity (e.g., to pay benefits) or whether liquidity is a long run
          goal and investment growth (and stability of same) is a more current
          need, or shall appoint a qualified person to do so. The Employer or
          its delegate shall communicate such needs and goals to the Trustee,
          who shall coordinate such Plan needs with its investment policy. The
          communication of such a "funding policy and method" shall not,
          however, constitute a directive to the Trustee as to investment of the
          Trust Funds. Such "funding policy and method" shall be consistent with
          the objectives of this Plan and with the requirements of Title I of
          the Act.

               (c) The Employer shall periodically review the performance of any
          Fiduciary or other person to whom duties have been delegated or
          allocated by it under the provisions of this Plan or pursuant to
          procedures established hereunder. This requirement may be satisfied by
          formal periodic review by the Employer or by a qualified person
          specifically designated by the Employer, through day-to-day conduct
          and evaluation, or through other appropriate ways.

2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall be the Administrator. The Employer may appoint any
person, including, but not limited to, the Employees of the Employer, to perform
the duties of the Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. Upon the resignation
or removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

<PAGE>   23
2.3  POWERS AND DUTIES OF THE ADMINISTRATOR

     The primary responsibility of the Administrator is to administer the Plan
for the exclusive benefit of the Participants and their Beneficiaries, subject
to the specific terms of the Plan. The Administrator shall administer the Plan
in accordance with its terms and shall have the power and discretion to construe
the terms of the Plan and to determine all questions arising in connection with
the administration, interpretation, and application of the Plan. Any such
determination by the Administrator shall be conclusive and binding upon all
persons. The Administrator may establish procedures, correct any defect, supply
any information, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose of the
Plan; provided, however, that any procedure, discretionary act, interpretation
or construction shall be done in a nondiscriminatory manner based upon uniform
principles consistently applied and shall be consistent with the intent that the
Plan shall continue to be deemed a qualified plan under the terms of Code
Section 401(a), and shall comply with the terms of the Act and all regulations
issued pursuant thereto. The Administrator shall have all powers necessary or
appropriate to accomplish his duties under this Plan.

     The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

          (a) the discretion to determine all questions relating to the
     eligibility of Employees to participate or remain a Participant hereunder
     and to receive benefits under the Plan;

          (b) to compute, certify, and direct the Trustee with respect to the
     amount and the kind of benefits to which any Participant shall be entitled
     hereunder;

          (c) to authorize and direct the Trustee with respect to all
     nondiscretionary or otherwise directed disbursements from the Trust;

          (d) to maintain all necessary records for the administration of the
     Plan;

          (e) to interpret the provisions of the Plan and to make and publish
     such rules for regulation of the Plan as are consistent with the terms
     hereof;

          (f) to determine the size and type of any Contract to be purchased
     from any insurer, and to designate the insurer from which such Contract
     shall be purchased;


<PAGE>   24

          (g) to compute and certify to the Employer and to the Trustee from
     time to time the sums of money necessary or desirable to be contributed to
     the Plan;

          (h) to consult with the Employer and the Trustee regarding the short
     and long-term liquidity needs of the Plan in order that the Trustee can
     exercise any investment discretion in a manner designed to accomplish
     specific objectives;

          (i) to prepare and implement a procedure to notify Eligible Employees
     that they may elect to have a portion of their Compensation deferred or
     paid to them in cash;

          (j) to assist any Participant regarding his rights, benefits, or
     elections available under the Plan.

2.4  RECORDS AND REPORTS

     The Administrator shall keep a record of all actions taken and shall keep
all other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.5  APPOINTMENT OF ADVISERS

     The Administrator, or the Trustee with the consent of the Administrator,
may appoint counsel, specialists, advisers, agents (including nonfiduciary
agents) and other persons as the Administrator or the Trustee deems necessary or
desirable in connection with the administration of this Plan, including but not
limited to agents and advisers to assist with the administration and management
of the Plan, and thereby to provide, among such other duties as the
Administrator may appoint, assistance with maintaining Plan records and the
providing of investment information to the Plan's investment fiduciaries and to
Plan Participants.

2.6  PAYMENT OF EXPENSES

     All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, or any person or persons retained or appointed
by any Named Fiduciary incident to the exercise of their duties under the Plan,
including, but not limited to, fees of accountants, counsel, Investment
Managers, agents (including nonfiduciary agents) appointed for the purpose of
assisting the Administrator or the Trustee in carrying out the instructions of
Participants as to the directed investment of their accounts and


<PAGE>   25

other specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

2.7  CLAIMS PROCEDURE

     Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.8  CLAIMS REVIEW PROCEDURE

     Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.7
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.


<PAGE>   26

                                   ARTICLE III
                                   ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY

     Any Eligible Employee who was employed on 03/01/1999 shall be eligible to
participate and shall enter the Plan as of the first day of such Plan Year. Any
other Eligible Employee who has completed 3 months of service and has attained
age 18 shall be eligible to participate hereunder as of the date he has
satisfied such requirements.

     For purposes of this Section, an Eligible Employee will be deemed to have
completed 3 months of service if he is in the employ of the Employer at any time
3 months after his employment commencement date. Employment commencement date
shall be the first day that he is entitled to be credited with an Hour of
Service for the performance of duty.

3.2  EFFECTIVE DATE OF PARTICIPATION

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

3.3  DETERMINATION OF ELIGIBILITY

     The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.8.

3.4  TERMINATION OF ELIGIBILITY

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

          (b) In the event a Participant is no longer a member of an eligible
     class of Employees and becomes ineligible to participate, such Employee
     will

<PAGE>   27

     participate immediately upon returning to an eligible class of Employees.

3.5  OMISSION OF ELIGIBLE EMPLOYEE

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

3.6  INCLUSION OF INELIGIBLE EMPLOYEE

     If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
Employer shall not be entitled to recover the contribution made with respect to
the ineligible person regardless of whether or not a deduction is allowable with
respect to such contribution. In such event, the amount contributed with respect
to the ineligible person shall constitute a Forfeiture (except for Deferred
Compensation which shall be distributed to the ineligible person) for the Plan
Year in which the discovery is made.

3.7  ELECTION NOT TO PARTICIPATE

     An Employee may, subject to the approval of the Employer, elect voluntarily
not to participate in the Plan. The election not to participate must be
communicated to the Employer, in writing, at least thirty (30) days before the
beginning of a Plan Year.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

     For each Plan Year, the Employer shall contribute to the Plan:

          (a) The amount of the total salary reduction elections of all
     Participants made pursuant to Section 4.2(a), which amount shall be deemed
     an Employer Elective Contribution.

          (b) On behalf of each Participant who is eligible to share in matching
     contributions for the Plan Year, a discretionary matching contribution
     equal to a uniform


<PAGE>   28

     percentage of each such Participant's Deferred Compensation, the exact
     percentage, if any, to be determined each year by the Employer, which
     amount, if any, shall be deemed an Employer Non-Elective
     Contribution.

          (c) A discretionary amount, which amount, if any, shall be deemed an
     Employer Non-Elective Contribution.

          (d) Additionally, to the extent necessary, the Employer shall
     contribute to the Plan the amount necessary to provide the top heavy
     minimum contribution. All contributions by the Employer shall be made in
     cash.

4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

          (a) Each Participant may elect to defer his Compensation which would
     have been received in the Plan Year, but for the deferral election, by up
     to 15%. A deferral election (or modification of an earlier election) may
     not be made with respect to Compensation which is currently available on or
     before the date the Participant executed such election or, if later, the
     latest of the date the Employer adopts this cash or deferred arrangement,
     or the date such arrangement first became effective. For purposes of this
     Section, Compensation shall be determined prior to any reductions made
     pursuant to Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),
     and Employee contributions described in Code Section 414(h)(2) that are
     treated as Employer contributions.

              The amount by which Compensation is reduced shall be that
     Participant's Deferred Compensation and be treated as an Employer Elective
     Contribution and allocated to that Participant's Elective Account.

          (b) The balance in each Participant's Elective Account shall be fully
     Vested at all times and shall not be subject to Forfeiture for any
     reason.

          (c) Notwithstanding anything in the Plan to the contrary, amounts held
     in the Participant's Elective Account may not be distributable (including
     any offset of loans) earlier than:

          (1) a Participant's separation from service, Total and Permanent
          Disability, or death;

          (2) a Participant's attainment of age 59 1/2;

          (3) the termination of the Plan without the establishment or existence
          of a "successor plan,"



<PAGE>   29

          as that term is described in Regulation 1.401(k)-1(d)(3);

          (4) the date of disposition by the Employer to an entity that is not
          an Affiliated Employer of substantially all of the assets (within the
          meaning of Code Section 409(d)(2)) used in a trade or business of such
          corporation if such corporation continues to maintain this Plan after
          the disposition with respect to a Participant who continues employment
          with the corporation acquiring such assets;

          (5) the date of disposition by the Employer or an Affiliated Employer
          who maintains the Plan of its interest in a subsidiary (within the
          meaning of Code Section 409(d)(3)) to an entity which is not an
          Affiliated Employer but only with respect to a Participant who
          continues employment with such subsidiary; or

          (6) the proven financial hardship of a Participant, subject to the
          limitations of Section 6.11.

          (d) For each Plan Year, a Participant's Deferred Compensation made
     under this Plan and all other plans, contracts or arrangements of the
     Employer maintaining this Plan shall not exceed, during any taxable year of
     the Participant, the limitation imposed by Code Section 402(g), as in
     effect at the beginning of such taxable year. If such dollar limitation is
     exceeded, a Participant will be deemed to have notified the Administrator
     of such excess amount which shall be distributed in a manner consistent
     with Section 4.2(f). The dollar limitation shall be adjusted annually
     pursuant to the method provided in Code Section 415(d) in accordance with
     Regulations.

          (e) In the event a Participant has received a hardship distribution
     from his Participant's Elective Account pursuant to Section 6.11(b) or
     pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan
     maintained by the Employer, then such Participant shall not be permitted to
     elect to have Deferred Compensation contributed to the Plan on his behalf
     for a period of twelve (12) months following the receipt of the
     distribution. Furthermore, the dollar limitation under Code Section 402(g)
     shall be reduced, with respect to the Participant's taxable year following
     the taxable year in which the hardship distribution was made, by the amount
     of such Participant's Deferred Compensation, if any, pursuant to this Plan
     (and any other plan maintained by the Employer) for the taxable year of the
     hardship distribution.


<PAGE>   30

          (f) If a Participant's Deferred Compensation under this Plan together
     with any elective deferrals (as defined in Regulation 1.402(g)-1(b)) under
     another qualified cash or deferred arrangement (as defined in Code Section
     401(k)), a simplified employee pension (as defined in Code Section 408(k)),
     a salary reduction arrangement (within the meaning of Code Section
     3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or
     a trust described in Code Section 501(c)(18) cumulatively exceed the
     limitation imposed by Code Section 402(g) (as adjusted annually in
     accordance with the method provided in Code Section 415(d) pursuant to
     Regulations) for such Participant's taxable year, the Participant may, not
     later than March 1 following the close of the Participant's taxable year,
     notify the Administrator in writing of such excess and request that his
     Deferred Compensation under this Plan be reduced by an amount specified by
     the Participant. In such event, the Administrator may direct the Trustee to
     distribute such excess amount (and any Income allocable to such excess
     amount) to the Participant not later than the first April 15th following
     the close of the Participant's taxable year. Any distribution of less than
     the entire amount of Excess Deferred Compensation and Income shall be
     treated as a pro rata distribution of Excess Deferred Compensation and
     Income. The amount distributed shall not exceed the Participant's Deferred
     Compensation under the Plan for the taxable year (and any Income allocable
     to such excess amount). Any distribution on or before the last day of the
     Participant's taxable year must satisfy each of the following
     conditions:

          (1) the distribution must be made after the date on which the Plan
          received the Excess Deferred Compensation;

          (2) the Participant shall designate the distribution as Excess
          Deferred Compensation; and

          (3) the Plan must designate the distribution as a distribution of
          Excess Deferred Compensation.

              Matching contributions which relate to Excess Deferred
     Compensation which is distributed pursuant to this Section 4.2(f) shall be
     forfeited.

          (g) Notwithstanding Section 4.2(f) above, a Participant's Excess
     Deferred Compensation shall be reduced, but not below zero, by any
     distribution of Excess Contributions pursuant to Section 4.6(a) for the
     Plan Year beginning with or within the taxable year of the Participant.


<PAGE>   31

          (h) At Normal Retirement Date, or such other date when the Participant
     shall be entitled to receive benefits, the fair market value of the
     Participant's Elective Account shall be used to provide additional benefits
     to the Participant or his Beneficiary.

          (i) Employer Elective Contributions made pursuant to this Section may
     be segregated into a separate account for each Participant in a federally
     insured savings account, certificate of deposit in a bank or savings and
     loan association, money market certificate, or other short-term debt
     security acceptable to the Trustee until such time as the allocations
     pursuant to Section 4.4 have been made.

          (j) The Employer and the Administrator shall implement the salary
     reduction elections provided for herein in accordance with the following:

          (1) A Participant must make his initial salary deferral election
          within a reasonable time, not to exceed thirty (30) days, after
          entering the Plan pursuant to Section 3.2. If the Participant fails to
          make an initial salary deferral election within such time, then such
          Participant may thereafter make an election in accordance with the
          rules governing modifications. The Participant shall make such an
          election by entering into a written salary reduction agreement with
          the Employer and filing such agreement with the Administrator. Such
          election shall initially be effective beginning with the pay period
          following the acceptance of the salary reduction agreement by the
          Administrator, shall not have retroactive effect and shall remain in
          force until revoked.

          (2) A Participant may modify a prior election during the Plan Year and
          concurrently make a new election by filing a written notice with the
          Administrator within a reasonable time before the pay period for which
          such modification is to be effective. However, modifications to a
          salary deferral election shall only be permitted quarterly, during
          election periods established by the Administrator prior to the first
          day of each Plan Year quarter. Any modification shall not have
          retroactive effect and shall remain in force until revoked.

          (3) A Participant may elect to prospectively revoke his salary
          reduction agreement in its entirety at any time during the Plan Year
          by providing the Administrator with thirty (30) days written notice of
          such revocation (or upon such



<PAGE>   32

          shorter notice period as may be acceptable to the Administrator). Such
          revocation shall become effective as of the beginning of the first pay
          period coincident with or next following the expiration of the notice
          period. Furthermore, the termination of the Participant's employment,
          or the cessation of participation for any reason, shall be deemed to
          revoke any salary reduction agreement then in effect, effective
          immediately following the close of the pay period within which such
          termination or cessation occurs.

4.3  TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

     The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including extensions
of time, for the filing of the Employer federal income tax return for the Fiscal
Year.

     However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer general assets, but
in any event within ninety (90) days from the date on which such amounts would
otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore, any additional Employer contributions which are allocable to the
Participant's Elective Account for a Plan Year shall be paid to the Plan no
later than the twelve-month period immediately following the close of such Plan
Year.

4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

          (a) The Administrator shall establish and maintain an account in the
     name of each Participant to which the Administrator shall credit as of each
     Anniversary Date all amounts allocated to each such Participant as set
     forth herein.

          (b) The Employer shall provide the Administrator with all information
     required by the Administrator to make a proper allocation of the Employer
     contributions for each Plan Year. Within a reasonable period of time after
     the date of receipt by the Administrator of such information, the
     Administrator shall allocate such contribution as follows:

          (1) With respect to the Employer Elective Contribution made pursuant
          to Section 4.1(a), to each Participant's Elective Account in an amount
          equal to each such Participant's Deferred Compensation for the year.


<PAGE>   33
          (2) With respect to the Employer Non-Elective Contribution made
          pursuant to Section 4.1(b), to each Participant's Account in
          accordance with Section 4.1(b).

          Any Participant actively employed during the Plan Year shall be
          eligible to share in the matching contribution for the Plan Year.

          (3) With respect to the Employer Non-Elective Contribution made
          pursuant to Section 4.1(c), in the following manner:

              (i) A dollar amount equal to 5.7% of the sum of each Participant's
              total Compensation plus Excess Compensation shall be allocated to
              each Participant's Account. If the Employer does not contribute
              such amount for all Participants, each Participant will be
              allocated a share of the contribution in the same proportion that
              his total Compensation plus his total Excess Compensation for the
              Plan Year bears to the total Compensation plus the total Excess
              Compensation of all Participants for that year.

              (ii) The balance of the Employer Non-Elective Contribution over
              the amount allocated above, if any, shall be allocated to each
              Participant's Account in the same proportion that his total
              Compensation for the Plan Year bears to the total Compensation of
              all Participants for such year.

              No other qualified plan or simplified employee pension, as defined
          in Code Section 408(k), maintained by the Employer shall (A) impute
          disparity pursuant to Regulation 1.401(a)(4)-7 for any Participant and
          (B) provide for permitted disparity pursuant to Code Section 401(l).

              Additionally, for Plan Years beginning after December 31, 1994,
          the cumulative permitted disparity limit for a Participant is 35 total
          cumulative permitted disparity years. Total cumulative permitted years
          means the number of years credited to the Participant for allocation
          or accrual purposes under this Plan, any other qualified plan or
          simplified employee pension plan (whether or not terminated) ever
          maintained by the Employer. For purposes of determining the
          Participant's cumulative permitted disparity limit, all years ending
          in the same calendar year are treated as the same year. If the
          Participant



<PAGE>   34

          has not benefited under a Defined Benefit or Target Benefit Plan for
          any year beginning after December 31, 1993, the Participant has no
          cumulative disparity limit.

              Notwithstanding the preceding paragraphs, any Participant whose
          cumulative permitted disparity limit would exceed 35 will receive the
          allocation above by substituting total Compensation for Excess
          Compensation.

          Only Participants who have completed a Year of Service during the Plan
          Year and are actively employed on the last day of the Plan Year shall
          be eligible to share in the discretionary contribution for the year.

          (c) As of each Anniversary Date any amounts which became Forfeitures
     since the last Anniversary Date shall first be made available to reinstate
     previously forfeited account balances of Former Participants, if any, in
     accordance with Section 6.4(e)(2). The remaining Forfeitures, if any, shall
     be used to reduce the contribution of the Employer hereunder for the Plan
     Year in which such Forfeitures occur in the following manner:

          (1) Forfeitures attributable to Employer matching contributions made
          pursuant to Section 4.1(b) shall be used to reduce the Employer
          contribution for the Plan Year in which such Forfeitures occur.

          (2) Forfeitures attributable to Employer discretionary contributions
          made pursuant to Section 4.1(c) shall be used to reduce the Employer
          contribution for the Plan Year in which such Forfeitures occur.

          (d) For any Top Heavy Plan Year, Non-Key Employees not otherwise
     eligible to share in the allocation of contributions as provided above,
     shall receive the minimum allocation provided for in Section 4.4(g) if
     eligible pursuant to the provisions of Section 4.4(i).

          (e) Notwithstanding the foregoing, Participants who are not actively
     employed on the last day of the Plan Year due to Retirement (Normal or
     Late), Total and Permanent Disability or death shall share in the
     allocation of contributions for that Plan Year.

          (f) As of each Valuation Date, any earnings or losses (net
     appreciation or net depreciation) of the Trust Fund shall be allocated in
     the same proportion that each Participant's and Former Participant's time
     weighted average nonsegregated accounts bear to the total of all
     Participants' and Former Participants' time



<PAGE>   35

     weighted average nonsegregated accounts as of such date. Earnings or losses
     with respect to a Participant's Directed Account shall be allocated in
     accordance with Section 4.12.

              Participants' transfers from other qualified plans deposited in
          the general Trust Fund shall share in any earnings and losses (net
          appreciation or net depreciation) of the Trust Fund in the same manner
          provided above. Each segregated account maintained on behalf of a
          Participant shall be credited or charged with its separate earnings
          and losses.

          (g) Minimum Allocations Required for Top Heavy Plan Years:
     Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the
     Employer contributions allocated to the Participant's Combined Account of
     each Non-Key Employee shall be equal to at least three percent (3%) of such
     Non-Key Employee's "415 Compensation" (reduced by contributions and
     forfeitures, if any, allocated to each Non-Key Employee in any defined
     contribution plan included with this plan in a Required Aggregation Group).
     However, if (1) the sum of the Employer contributions allocated to the
     Participant's Combined Account of each Key Employee for such Top Heavy Plan
     Year is less than three percent (3%) of each Key Employee's "415
     Compensation" and (2) this Plan is not required to be included in an
     Aggregation Group to enable a defined benefit plan to meet the requirements
     of Code Section 401(a)(4) or 410, the sum of the Employer contributions
     allocated to the Participant's Combined Account of each Non-Key Employee
     shall be equal to the largest percentage allocated to the Participant's
     Combined Account of any Key Employee. However, in determining whether a
     Non-Key Employee has received the required minimum allocation, such Non-Key
     Employee's Deferred Compensation and matching contributions needed to
     satisfy the "Actual Contribution Percentage" tests pursuant to Section
     4.7(a) shall not be taken into account.

              However, no such minimum allocation shall be required in this Plan
          for any Non-Key Employee who participates in another defined
          contribution plan subject to Code Section 412 included with this Plan
          in a Required Aggregation Group.

          (h) For purposes of the minimum allocations set forth above, the
     percentage allocated to the Participant's Combined Account of any Key
     Employee shall be equal to the ratio of the sum of the Employer
     contributions allocated on behalf of such Key Employee



<PAGE>   36

     divided by the "415 Compensation" for such Key Employee.

          (i) For any Top Heavy Plan Year, the minimum allocations set forth
     above shall be allocated to the Participant's Combined Account of all
     Non-Key Employees who are Participants and who are employed by the Employer
     on the last day of the Plan Year, including Non-Key Employees who have (1)
     failed to complete a Year of Service; and (2) declined to make mandatory
     contributions (if required) or, in the case of a cash or deferred
     arrangement, elective contributions to the Plan.

          (j) For the purposes of this Section, "415 Compensation" shall be
     limited to $150,000 ($200,000 for Plan Years beginning prior to the first
     day of the first Plan Year beginning after December 31, 1993). Such amount
     shall be adjusted for increases in the cost of living in accordance with
     Code Section 401(a)(17), except that the dollar increase in effect on
     January 1 of any calendar year shall be effective for the Plan Year
     beginning with or within such calendar year. For any short Plan Year the
     "415 Compensation" limit shall be an amount equal to the "415 Compensation"
     limit for the calendar year in which the Plan Year begins multiplied by the
     ratio obtained by dividing the number of full months in the short Plan Year
     by twelve (12). However, for Plan Years beginning prior to January 1, 1989,
     the $200,000 limit shall apply only for Top Heavy Plan Years and shall not
     be adjusted.

          (k) Notwithstanding anything herein to the contrary, Participants who
     terminated employment for any reason during the Plan Year shall share in
     the salary reduction contributions made by the Employer for the year of
     termination without regard to the Hours of Service credited.

          (l) If a Former Participant is reemployed after five (5) consecutive
     1-Year Breaks in Service, then separate accounts shall be maintained as
     follows:

          (1) one account for nonforfeitable benefits attributable to pre-break
          service; and

          (2) one account representing his status in the Plan attributable to
          post-break service.

4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

          (a) Maximum Annual Allocation: For each Plan Year, the annual
     allocation derived from Employer Elective Contributions to a Participant's
     Elective Account shall satisfy one of the following tests:
<PAGE>   37
          (1) The "Actual Deferral Percentage" for the Highly Compensated
          Participant group shall not be more than the "Actual Deferral
          Percentage" of the Non-Highly Compensated Participant group multiplied
          by 1.25, or

          (2) The excess of the "Actual Deferral Percentage" for the Highly
          Compensated Participant group over the "Actual Deferral Percentage"
          for the Non-Highly Compensated Participant group shall not be more
          than two percentage points. Additionally, the "Actual Deferral
          Percentage" for the Highly Compensated Participant group shall not
          exceed the "Actual Deferral Percentage" for the Non-Highly Compensated
          Participant group multiplied by 2. The provisions of Code Section
          401(k)(3) and Regulation 1.401(k)-1(b) are incorporated herein by
          reference.

          However, in order to prevent the multiple use of the alternative
          method described in (2) above and in Code Section 401(m)(9)(A), any
          Highly Compensated Participant eligible to make elective deferrals
          pursuant to Section 4.2 and to make Employee contributions or to
          receive matching contributions under this Plan or under any other plan
          maintained by the Employer or an Affiliated Employer shall have a
          combination of his actual deferral ratio and his actual contribution
          ratio reduced pursuant to Section 4.6(a) and Regulation 1.401(m)-2,
          the provisions of which are incorporated herein by reference.

          (b) For the purposes of this Section "Actual Deferral Percentage"
     means, with respect to the Highly Compensated Participant group and
     Non-Highly Compensated Participant group for a Plan Year, the average of
     the ratios, calculated separately for each Participant in such group, of
     the amount of Employer Elective Contributions allocated to each
     Participant's Elective Account for such Plan Year, to such Participant's
     "414(s) Compensation" for such Plan Year. The actual deferral ratio for
     each Participant and the "Actual Deferral Percentage" for each group shall
     be calculated to the nearest one-hundredth of one percent. Employer
     Elective Contributions allocated to each Non-Highly Compensated
     Participant's Elective Account shall be reduced by Excess Deferred
     Compensation to the extent such excess amounts are made under this Plan or
     any other plan maintained by the Employer.

          (c) For the purpose of determining the actual deferral ratio of a
     Highly Compensated Employee who is subject to the Family Member aggregation
     rules of Code



<PAGE>   38

     Section 414(q)(6) as in effect prior to the Small Business Job Protection
     Act of 1996 because such Participant is either a "five percent owner" of
     the Employer or one of the ten (10) Highly Compensated Employees paid the
     greatest "415 Compensation" during the year, the following shall apply:

          (1) The combined actual deferral ratio for the family group (which
          shall be treated as one Highly Compensated Participant) shall be
          determined by aggregating Employer Elective Contributions and "414(s)
          Compensation" of all eligible Family Members (including Highly
          Compensated Participants). However, in applying the $150,000 ($200,000
          for Plan Years beginning prior to the first day of the first Plan Year
          beginning after December 31, 1993) limit to "414(s) Compensation,"
          Family Members shall include only the affected Employee's spouse and
          any lineal descendants who have not attained age 19 before the close
          of the Plan Year. Notwithstanding the foregoing, with respect to Plan
          Years beginning prior to January 1, 1990, compliance with the
          Regulations then in effect shall be deemed to be compliance with this
          paragraph.

          (2) The Employer Elective Contributions and "414(s) Compensation" of
          all Family Members shall be disregarded for purposes of determining
          the "Actual Deferral Percentage" of the Non-Highly Compensated
          Participant group except to the extent taken into account in paragraph
          (1) above.

          (3) If a Participant is required to be aggregated as a member of more
          than one family group in a plan, all Participants who are members of
          those family groups that include the Participant are aggregated as one
          family group in accordance with paragraphs (1) and (2) above.

          (d) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated
     Participant and a Non-Highly Compensated Participant shall include any
     Employee eligible to make a deferral election pursuant to Section 4.2,
     whether or not such deferral election was made or suspended pursuant to
     Section 4.2.

          (e) For the purposes of this Section and Code Sections 401(a)(4),
     410(b) and 401(k), if two or more plans which include cash or deferred
     arrangements are considered one plan for the purposes of Code Section
     401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or
     deferred arrangements included in such plans shall be treated as one
     arrangement. In addition, two or more cash or deferred




<PAGE>   39
     arrangements may be considered as a single arrangement for purposes of
     determining whether or not such arrangements satisfy Code Sections
     401(a)(4), 410(b) and 401(k). In such a case, the cash or deferred
     arrangements included in such plans and the plans including such
     arrangements shall be treated as one arrangement and as one plan for
     purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k).
     Plans may be aggregated under this paragraph (e) only if they have the same
     plan year.

              Notwithstanding the above, an employee stock ownership plan
          described in Code Section 4975(e)(7) or 409 may not be combined with
          this Plan for purposes of determining whether the employee stock
          ownership plan or this Plan satisfies this Section and Code Sections
          401(a)(4), 410(b) and 401(k).

          (f) For the purposes of this Section, if a Highly Compensated
     Participant is a Participant under two or more cash or deferred
     arrangements (other than a cash or deferred arrangement which is part of an
     employee stock ownership plan as defined in Code Section 4975(e)(7) or 409)
     of the Employer or an Affiliated Employer, all such cash or deferred
     arrangements shall be treated as one cash or deferred arrangement for the
     purpose of determining the actual deferral ratio with respect to such
     Highly Compensated Participant. However, if the cash or deferred
     arrangements have different plan years, this paragraph shall be applied by
     treating all cash or deferred arrangements ending with or within the same
     calendar year as a single arrangement.

4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

     In the event that the initial allocations of the Employer Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a), the Administrator shall adjust Excess Contributions
pursuant to the options set forth below:

          (a) On or before the fifteenth day of the third month following the
     end of each Plan Year, the Highly Compensated Participant having the
     highest actual deferral ratio shall have his portion of Excess
     Contributions distributed to him until one of the tests set forth in
     Section 4.5(a) is satisfied, or until his actual deferral ratio equals the
     actual deferral ratio of the Highly Compensated Participant having the
     second highest actual deferral ratio. This process shall continue until one
     of the tests set forth in Section 4.5(a) is satisfied. For each Highly
     Compensated Participant, the amount of Excess Contributions is equal to the
     Elective Contributions used to satisfy the

<PAGE>   40
     "Actual Deferral Percentage" tests on behalf of such Highly Compensated
     Participant (determined prior to the application of this paragraph) minus
     the amount determined by multiplying the Highly Compensated Participant's
     actual deferral ratio (determined after application of this paragraph) by
     his "414(s) Compensation." However, in determining the amount of Excess
     Contributions to be distributed with respect to an affected Highly
     Compensated Participant as determined herein, such amount shall be reduced
     pursuant to Section 4.2(f) by any Excess Deferred Compensation previously
     distributed to such affected Highly Compensated Participant for his taxable
     year ending with or within such Plan Year.

          (1) With respect to the distribution of Excess Contributions pursuant
          to (a) above, such distribution:

              (i) may be postponed but not later than the close of the Plan Year
              following the Plan Year to which they are allocable;

              (ii) shall be adjusted for Income; and

              (iii) shall be designated by the Employer as a distribution of
              Excess Contributions (and Income).

          (2) Any distribution of less than the entire amount of Excess
          Contributions shall be treated as a pro rata distribution of Excess
          Contributions and Income.

          (3) The determination and correction of Excess Contributions of a
          Highly Compensated Participant whose actual deferral ratio is
          determined under the family aggregation rules shall be accomplished by
          reducing the actual deferral ratio as required herein, and the Excess
          Contributions for the family unit shall then be allocated among the
          Family Members in proportion to the Elective Contributions of each
          Family Member that were combined to determine the group actual
          deferral ratio. Notwithstanding the foregoing, with respect to Plan
          Years beginning prior to January 1, 1990, compliance with the
          Regulations then in effect shall be deemed to be compliance with this
          paragraph.

          (4) Matching contributions which relate to Excess Contributions shall
          be forfeited unless the related matching contribution is distributed
          as an Excess Aggregate Contribution pursuant to Section 4.8.


<PAGE>   41

          (b) Within twelve (12) months after the end of the Plan Year, the
     Employer may make a special Qualified Non-Elective Contribution on behalf
     of Non-Highly Compensated Participants in an amount sufficient to satisfy
     one of the tests set forth in Section 4.5(a). Such contribution shall be
     allocated to the Participant's Elective Account of each Non-Highly
     Compensated Participant in the same proportion that each Non-Highly
     Compensated Participant's Compensation for the year bears to the total
     Compensation of all Non-Highly Compensated Participants.

          (c) If during a Plan Year the projected aggregate amount of Elective
     Contributions to be allocated to all Highly Compensated Participants under
     this Plan would, by virtue of the tests set forth in Section 4.5(a), cause
     the Plan to fail such tests, then the Administrator may automatically
     reduce proportionately or in the order provided in Section 4.6(a) each
     affected Highly Compensated Participant's deferral election made pursuant
     to Section 4.2 by an amount necessary to satisfy one of the tests set forth
     in Section 4.5(a).

4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a) The "Actual Contribution Percentage" for the Highly Compensated
     Participant group shall not exceed the greater of:

          (1) 125 percent of such percentage for the Non-Highly Compensated
          Participant group; or

          (2) the lesser of 200 percent of such percentage for the Non-Highly
          Compensated Participant group, or such percentage for the Non-Highly
          Compensated Participant group plus 2 percentage points. However, to
          prevent the multiple use of the alternative method described in this
          paragraph and Code Section 401(m)(9)(A), any Highly Compensated
          Participant eligible to make elective deferrals pursuant to Section
          4.2 or any other cash or deferred arrangement maintained by the
          Employer or an Affiliated Employer and to make Employee contributions
          or to receive matching contributions under this Plan or under any plan
          maintained by the Employer or an Affiliated Employer shall have a
          combination of his actual deferral ratio and his actual contribution
          ratio reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a).
          The provisions of Code Section 401(m) and Regulations 1.401(m)-1(b)
          and 1.401(m)-2 are incorporated herein by reference.


<PAGE>   42

          (b) For the purposes of this Section and Section 4.8, "Actual
     Contribution Percentage" for a Plan Year means, with respect to the Highly
     Compensated Participant group and Non-Highly Compensated Participant group,
     the average of the ratios (calculated separately for each Participant in
     each group) of:

          (1) the sum of Employer matching contributions made pursuant to
          Section 4.1(b) on behalf of each such Participant for such Plan Year;
          to

          (2) the Participant's "414(s) Compensation" for such Plan
          Year.

          (c) For purposes of determining the "Actual Contribution Percentage"
     and the amount of Excess Aggregate Contributions pursuant to Section
     4.8(d), only Employer matching contributions contributed to the Plan prior
     to the end of the succeeding Plan Year shall be considered. In addition,
     the Administrator may elect to take into account, with respect to Employees
     eligible to have Employer matching contributions pursuant to Section 4.1(b)
     allocated to their accounts, elective deferrals (as defined in Regulation
     1.402(g)-1(b)) and qualified non-elective contributions (as defined in Code
     Section 401(m)(4)(C)) contributed to any plan maintained by the Employer.
     Such elective deferrals and qualified non-elective contributions shall be
     treated as Employer matching contributions subject to Regulation
     1.401(m)-1(b)(5) which is incorporated herein by reference. However, the
     Plan Year must be the same as the plan year of the plan to which the
     elective deferrals and the qualified non-elective contributions are
     made.

          (d) For the purpose of determining the actual contribution ratio of a
     Highly Compensated Employee who is subject to the Family Member aggregation
     rules of Code Section 414(q)(6) as in effect prior to the Small Business
     Job Protection Act of 1996 because such Employee is either a "five percent
     owner" of the Employer or one of the ten (10) Highly Compensated Employees
     paid the greatest "415 Compensation" during the year, the following shall
     apply:

          (1) The combined actual contribution ratio for the family group (which
          shall be treated as one Highly Compensated Participant) shall be
          determined by aggregating Employer matching contributions made
          pursuant to Section 4.1(b) and "414(s) Compensation" of all eligible
          Family Members (including Highly Compensated Participants). However,
          in applying the $150,000 ($200,000 for Plan Years beginning prior to
          the


<PAGE>   43

          first day of the first Plan Year beginning after December 31, 1993)
          limit to "414(s) Compensation", Family Members shall include only the
          affected Employee's spouse and any lineal descendants who have not
          attained age 19 before the close of the Plan Year. Notwithstanding the
          foregoing, with respect to Plan Years beginning prior to January 1,
          1990, compliance with the Regulations then in effect shall be deemed
          to be compliance with this paragraph.

          (2) The Employer matching contributions made pursuant to Section
          4.1(b) and "414(s) Compensation" of all Family Members shall be
          disregarded for purposes of determining the "Actual Contribution
          Percentage" of the Non-Highly Compensated Participant group except to
          the extent taken into account in paragraph (1) above.

          (3) If a Participant is required to be aggregated as a member of more
          than one family group in a plan, all Participants who are members of
          those family groups that include the Participant are aggregated as one
          family group in accordance with paragraphs (1) and (2) above.

          (e) For purposes of this Section and Code Sections 401(a)(4), 410(b)
     and 401(m), if two or more plans of the Employer to which matching
     contributions, Employee contributions, or both, are made are treated as one
     plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the
     average benefits test under Code Section 410(b)(2)(A)(ii)), such plans
     shall be treated as one plan. In addition, two or more plans of the
     Employer to which matching contributions, Employee contributions, or both,
     are made may be considered as a single plan for purposes of determining
     whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and
     401(m). In such a case, the aggregated plans must satisfy this Section and
     Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans
     were a single plan. Plans may be aggregated under this paragraph (e) only
     if they have the same plan year.

              Notwithstanding the above, an employee stock ownership plan
          described in Code Section 4975(e)(7) or 409 may not be aggregated with
          this Plan for purposes of determining whether the employee stock
          ownership plan or this Plan satisfies this Section and Code Sections
          401(a)(4), 410(b) and 401(m).

          (f) If a Highly Compensated Participant is a Participant under two or
     more plans (other than an employee stock ownership plan as defined in Code
     Section 4975(e)(7) or 409) which are maintained by the


<PAGE>   44

          Employer or an Affiliated Employer to which matching contributions,
          Employee contributions, or both, are made, all such contributions on
          behalf of such Highly Compensated Participant shall be aggregated for
          purposes of determining such Highly Compensated Participant's actual
          contribution ratio. However, if the plans have different plan years,
          this paragraph shall be applied by treating all plans ending with or
          within the same calendar year as a single plan.

          (g) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
     Participant and Non-Highly Compensated Participant shall include any
     Employee eligible to have Employer matching contributions (whether or not a
     deferral election was made or suspended) or voluntary employee
     contributions (whether or not voluntary employee contributions are made)
     allocated to his account for the Plan Year.

4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

          (a) In the event that the "Actual Contribution Percentage" for the
     Highly Compensated Participant group exceeds the "Actual Contribution
     Percentage" for the Non-Highly Compensated Participant group pursuant to
     Section 4.7(a), the Administrator (on or before the fifteenth day of the
     third month following the end of the Plan Year, but in no event later than
     the close of the following Plan Year) shall direct the Trustee to
     distribute to the Highly Compensated Participant having the highest actual
     contribution ratio, his Vested portion of Excess Aggregate Contributions
     (and Income allocable to such contributions) and, if forfeitable, forfeit
     such non-Vested Excess Aggregate Contributions attributable to Employer
     matching contributions (and Income allocable to such forfeitures) until
     either one of the tests set forth in Section 4.7(a) is satisfied, or until
     his actual contribution ratio equals the actual contribution ratio of the
     Highly Compensated Participant having the second highest actual
     contribution ratio. This process shall continue until one of the tests set
     forth in Section 4.7(a) is satisfied.

          If the correction of Excess Aggregate Contributions attributable to
     Employer matching contributions is not in proportion to the Vested and
     non-Vested portion of such contributions, then the Vested portion of the
     Participant's Account attributable to Employer matching contributions after
     the correction shall be subject to Section 6.5(f).

          (b) Any distribution and/or forfeiture of less than the entire amount
     of Excess Aggregate Contributions (and Income) shall be treated as a



<PAGE>   45

     pro rata distribution and/or forfeiture of Excess Aggregate Contributions
     and Income. Distribution of Excess Aggregate Contributions shall be
     designated by the Employer as a distribution of Excess Aggregate
     Contributions (and Income). Forfeitures of Excess Aggregate Contributions
     shall be treated in accordance with Section 4.4.

          (c) Excess Aggregate Contributions, including forfeited matching
     contributions, shall be treated as Employer contributions for purposes of
     Code Sections 404 and 415 even if distributed from the Plan.

              Forfeited matching contributions that are reallocated to
          Participants' Accounts for the Plan Year in which the forfeiture
          occurs shall be treated as an "annual addition" pursuant to Section
          4.9(b) for the Participants to whose Accounts they are reallocated and
          for the Participants from whose Accounts they are forfeited.

          (d) For each Highly Compensated Participant, the amount of Excess
     Aggregate Contributions is equal to the Employer matching contributions
     made pursuant to Section 4.1(b) and any qualified non-elective
     contributions or elective deferrals taken into account pursuant to Section
     4.7(c) on behalf of the Highly Compensated Participant (determined prior to
     the application of this paragraph) minus the amount determined by
     multiplying the Highly Compensated Participant's actual contribution ratio
     (determined after application of this paragraph) by his "414(s)
     Compensation." The actual contribution ratio must be rounded to the nearest
     one-hundredth of one percent. In no case shall the amount of Excess
     Aggregate Contribution with respect to any Highly Compensated Participant
     exceed the amount of Employer matching contributions made pursuant to
     Section 4.1(b) and any qualified non-elective contributions or elective
     deferrals taken into account pursuant to Section 4.7(c) on behalf of such
     Highly Compensated Participant for such Plan Year.

          (e) The determination of the amount of Excess Aggregate Contributions
     with respect to any Plan Year shall be made after first determining the
     Excess Contributions, if any, to be treated as voluntary Employee
     contributions due to recharacterization for the plan year of any other
     qualified cash or deferred arrangement (as defined in Code Section 401(k))
     maintained by the Employer that ends with or within the Plan Year.

          (f) If the determination and correction of Excess Aggregate
     Contributions of a Highly Compensated


<PAGE>   46

     Participant whose actual contribution ratio is determined under the family
     aggregation rules, then the actual contribution ratio shall be reduced and
     the Excess Aggregate Contributions for the family unit shall be allocated
     among the Family Members in proportion to the sum of Employer matching
     contributions made pursuant to Section 4.1(b) and any qualified
     non-elective contributions or elective deferrals taken into account
     pursuant to Section 4.7(c) of each Family Member that were combined to
     determine the group actual contribution ratio. Notwithstanding the
     foregoing, with respect to Plan Years beginning prior to January 1, 1990,
     compliance with the Regulations then in effect shall be deemed to be
     compliance with this paragraph.

          (g) If during a Plan Year the projected aggregate amount of Employer
     matching contributions to be allocated to all Highly Compensated
     Participants under this Plan would, by virtue of the tests set forth in
     Section 4.7(a), cause the Plan to fail such tests, then the Administrator
     may automatically reduce proportionately or in the order provided in
     Section 4.8(a) each affected Highly Compensated Participant's projected
     share of such contributions by an amount necessary to satisfy one of the
     tests set forth in Section 4.7(a).

          (h) Notwithstanding the above, within twelve (12) months after the end
     of the Plan Year, the Employer may make a special Qualified Non-Elective
     Contribution on behalf of Non-Highly Compensated Participants in an amount
     sufficient to satisfy one of the tests set forth in Section 4.7(a). Such
     contribution shall be allocated to the Participant's Account of Non-Highly
     Compensated Participant in the same proportion that each Non-Highly
     Compensated Participant's Compensation for the Plan Year bears to the total
     Compensation of all Non-Highly Compensated Participants for the Plan Year.
     A separate accounting of any special Qualified Non-Elective Contribution
     shall be maintained in the Participant's Account.

4.9  MAXIMUM ANNUAL ADDITIONS

          (a) Notwithstanding the foregoing, the maximum "annual additions"
     credited to a Participant's accounts for any "limitation year" shall equal
     the lesser of: (1) $30,000 (or, if greater, one-fourth of the dollar
     limitation in effect under Code Section 415(b)(1)(A)), or (2) twenty-five
     percent (25%) of the Participant's "415 Compensation" for such "limitation
     year." For any short "limitation year," the dollar limitation in (1) above
     shall be reduced by a fraction, the numerator of which is the number of
     full months in the short



<PAGE>   47

     "limitation year" and the denominator of which is twelve (12). However, for
     "limitation years" beginning after December 31, 1994, the dollar amount in
     (1) above shall be adjusted annually as provided in Code Section 415(d)
     pursuant to the Regulations.

          (b) For purposes of applying the limitations of Code Section 415,
     "annual additions" means the sum credited to a Participant's accounts for
     any "limitation year" of (1) Employer contributions, (2) Employee
     contributions, (3) forfeitures, (4) amounts allocated, after March 31,
     1984, to an individual medical account, as defined in Code Section
     415(l)(2) which is part of a pension or annuity plan maintained by the
     Employer and (5) amounts derived from contributions paid or accrued after
     December 31, 1985, in taxable years ending after such date, which are
     attributable to post-retirement medical benefits allocated to the separate
     account of a key employee (as defined in Code Section 419A(d)(3)) under a
     welfare benefit plan (as defined in Code Section 419(e)) maintained by the
     Employer. Except, however, the "415 Compensation" percentage limitation
     referred to in paragraph (a)(2) above shall not apply to: (1) any
     contribution for medical benefits (within the meaning of Code Section
     419A(f)(2)) after separation from service which is otherwise treated as an
     "annual addition," or (2) any amount otherwise treated as an "annual
     addition" under Code Section 415(l)(1).

          (c) For purposes of applying the limitations of Code Section 415, the
     transfer of funds from one qualified plan to another is not an "annual
     addition." In addition, the following are not Employee contributions for
     the purposes of Section 4.9(b)(2): (1) rollover contributions (as defined
     in Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)
     repayments of loans made to a Participant from the Plan; (3) repayments of
     distributions received by an Employee pursuant to Code Section 411(a)(7)(B)
     (cash-outs); (4) repayments of distributions received by an Employee
     pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5)
     Employee contributions to a simplified employee pension excludable from
     gross income under Code Section 408(k)(6).

          (d) For purposes of applying the limitations of Code Section 415, the
     "limitation year" shall be the Plan Year.

          (e) For "limitation years" beginning prior to January 1, 1995, the
     dollar limitation under Code Section 415(b)(1)(A) stated in paragraph
     (a)(1) above


<PAGE>   48

     shall be adjusted annually as provided in Code Section 415(d) pursuant to
     the Regulations. The adjusted limitation is effective as of January 1st of
     each calendar year and is applicable to "limitation years" ending with or
     within that calendar year.

          (f) For the purpose of this Section, all qualified defined
     contribution plans (whether terminated or not) ever maintained by the
     Employer shall be treated as one defined contribution plan.

          (g) For the purpose of this Section, if the Employer is a member of a
     controlled group of corporations, trades or businesses under common control
     (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
     modified by Code Section 415(h)), is a member of an affiliated service
     group (as defined by Code Section 414(m)), or is a member of a group of
     entities required to be aggregated pursuant to Regulations under Code
     Section 414(o), all Employees of such Employers shall be considered to be
     employed by a single Employer.

          (h) For the purpose of this Section, if this Plan is a Code Section
     413(c) plan, each Employer who maintains this Plan will be considered to be
     a separate Employer.

          (i)(1) If a Participant participates in more than one defined
     contribution plan maintained by the Employer which have different
     Anniversary Dates, the maximum "annual additions" under this Plan shall
     equal the maximum "annual additions" for the "limitation year" minus any
     "annual additions" previously credited to such Participant's accounts
     during the "limitation year."

          (2) If a Participant participates in both a defined contribution plan
          subject to Code Section 412 and a defined contribution plan not
          subject to Code Section 412 maintained by the Employer which have the
          same Anniversary Date, "annual additions" will be credited to the
          Participant's accounts under the defined contribution plan subject to
          Code Section 412 prior to crediting "annual additions" to the
          Participant's accounts under the defined contribution plan not subject
          to Code Section 412.

          (3) If a Participant participates in more than one defined
          contribution plan not subject to Code Section 412 maintained by the
          Employer which have the same Anniversary Date, the maximum "annual
          additions" under this Plan shall equal the product of (A) the maximum
          "annual additions" for the



<PAGE>   49

          "limitation year" minus any "annual additions" previously credited
          under subparagraphs (1) or (2) above, multiplied by (B) a fraction (i)
          the numerator of which is the "annual additions" which would be
          credited to such Participant's accounts under this Plan without regard
          to the limitations of Code Section 415 and (ii) the denominator of
          which is such "annual additions" for all plans described in this
          subparagraph.

          (j) Notwithstanding anything contained in this Section to the
     contrary, the limitations, adjustments and other requirements prescribed in
     this Section shall at all times comply with the provisions of Code Section
     415 and the Regulations thereunder, the terms of which are specifically
     incorporated herein by reference.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

          (a) If, as a result of a reasonable error in estimating a
     Participant's Compensation, a reasonable error in determining the amount of
     elective deferrals (within the meaning of Code Section 402(g)(3)) that may
     be made with respect to any Participant under the limits of Section 4.9 or
     other facts and circumstances to which Regulation 1.415-6(b)(6) shall be
     applicable, the "annual additions" under this Plan would cause the maximum
     "annual additions" to be exceeded for any Participant, the Administrator
     shall (1) distribute any elective deferrals (within the meaning of Code
     Section 402(g)(3)) or return any Employee contributions (whether voluntary
     or mandatory), and for the distribution of gains attributable to those
     elective deferrals and Employee contributions, to the extent that the
     distribution or return would reduce the "excess amount" in the
     Participant's accounts (2) hold any "excess amount" remaining after the
     return of any elective deferrals or voluntary Employee contributions in a
     "Section 415 suspense account" (3) use the "Section 415 suspense account"
     in the next "limitation year" (and succeeding "limitation years" if
     necessary) to reduce Employer contributions for that Participant if that
     Participant is covered by the Plan as of the end of the "limitation year,"
     or if the Participant is not so covered, allocate and reallocate the
     "Section 415 suspense account" in the next "limitation year" (and
     succeeding "limitation years" if necessary) to all Participants in the Plan
     before any Employer or Employee contributions which would constitute
     "annual additions" are made to the Plan for such "limitation year" (4)
     reduce Employer contributions to the Plan for such "limitation year" by the
     amount of the "Section 415 suspense account" allocated and reallocated
     during such "limitation year."

<PAGE>   50

               (b) For purposes of this Article, "excess amount" for any
          Participant for a "limitation year" shall mean the excess, if any, of
          (1) the "annual additions" which would be credited to his account
          under the terms of the Plan without regard to the limitations of Code
          Section 415 over (2) the maximum "annual additions" determined
          pursuant to Section 4.9.

               (c) For purposes of this Section, "Section 415 suspense account"
          shall mean an unallocated account equal to the sum of "excess amounts"
          for all Participants in the Plan during the "limitation year." The
          "Section 415 suspense account" shall not share in any earnings or
          losses of the Trust Fund.

4.11 TRANSFERS FROM QUALIFIED PLANS

               (a) With the consent of the Administrator, amounts may be
          transferred from other qualified plans by Eligible Employees, provided
          that the trust from which such funds are transferred permits the
          transfer to be made and the transfer will not jeopardize the tax
          exempt status of the Plan or Trust or create adverse tax consequences
          for the Employer. The amounts transferred shall be set up in a
          separate account herein referred to as a "Participant's Rollover
          Account." Such account shall be fully Vested at all times and shall
          not be subject to Forfeiture for any reason.

               (b) Amounts in a Participant's Rollover Account shall be held by
          the Trustee pursuant to the provisions of this Plan and may not be
          withdrawn by, or distributed to the Participant, in whole or in part,
          except as provided in Section 6.10 and Section 6.11 paragraphs (c) and
          (d) of this Section.

               (c) Except as permitted by Regulations (including Regulation
          1.411(d)-4), amounts attributable to elective contributions (as
          defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as
          elective contributions, which are transferred from another qualified
          plan in a plan-to-plan transfer shall be subject to the distribution
          limitations provided for in Regulation 1.401(k)-1(d).

               (d) At Normal Retirement Date, or such other date when the
          Participant or his Beneficiary shall be entitled to receive benefits,
          the fair market value of the Participant's Rollover Account shall be
          used to provide additional benefits to the Participant or his
          Beneficiary. Any distributions of amounts held in a Participant's
          Rollover Account shall be made in a manner which is consistent with
          and satisfies the

<PAGE>   51

          provisions of Section 6.5, including, but not limited to, all notice
          and consent requirements of Code Section 411(a)(11) and the
          Regulations thereunder. Furthermore, such amounts shall be considered
          as part of a Participant's benefit in determining whether an
          involuntary cash-out of benefits without Participant consent may be
          made.

               (e) The Administrator may direct that employee transfers made
          after a Valuation Date be segregated into a separate account for each
          Participant in a federally insured savings account, certificate of
          deposit in a bank or savings and loan association, money market
          certificate, or other short term debt security acceptable to the
          Trustee until such time as the allocations pursuant to this Plan have
          been made, at which time they may remain segregated or be invested as
          part of the general Trust Fund, to be determined by the Administrator.

               (f) For purposes of this Section, the term "qualified plan" shall
          mean any tax qualified plan under Code Section 401(a). The term
          "amounts transferred from other qualified plans" shall mean: (i)
          amounts transferred to this Plan directly from another qualified plan;
          (ii) distributions from another qualified plan which are eligible
          rollover distributions and which are either transferred by the
          Employee to this Plan within sixty (60) days following his receipt
          thereof or are transferred pursuant to a direct rollover; (iii)
          amounts transferred to this Plan from a conduit individual retirement
          account provided that the conduit individual retirement account has no
          assets other than assets which (A) were previously distributed to the
          Employee by another qualified plan as a lump-sum distribution (B) were
          eligible for tax-free rollover to a qualified plan and (C) were
          deposited in such conduit individual retirement account within sixty
          (60) days of receipt thereof and other than earnings on said assets;
          and (iv) amounts distributed to the Employee from a conduit individual
          retirement account meeting the requirements of clause (iii) above, and
          transferred by the Employee to this Plan within sixty (60) days of his
          receipt thereof from such conduit individual retirement account.

               (g) Prior to accepting any transfers to which this Section
          applies, the Administrator may require the Employee to establish that
          the amounts to be transferred to this Plan meet the requirements of
          this Section and may also require the Employee to provide an opinion
          of counsel satisfactory to the Employer that the amounts to be
          transferred meet the requirements of this Section.

<PAGE>   52

               (h) This Plan shall not accept any direct or indirect transfers
          (as that term is defined and interpreted under Code Section 401(a)(11)
          and the Regulations thereunder) from a defined benefit plan, money
          purchase plan (including a target benefit plan), stock bonus or profit
          sharing plan which would otherwise have provided for a life annuity
          form of payment to the Participant.

               (i) Notwithstanding anything herein to the contrary, a transfer
          directly to this Plan from another qualified plan (or a transaction
          having the effect of such a transfer) shall only be permitted if it
          will not result in the elimination or reduction of any "Section
          411(d)(6) protected benefit" as described in Section 8.1.

4.12 DIRECTED INVESTMENT ACCOUNT

               (a) Participants may, subject to a procedure established by the
          Administrator (the Participant Direction Procedures) and applied in a
          uniform nondiscriminatory manner, direct the Trustee to invest all of
          their accounts in specific assets, specific funds or other investments
          permitted under the Plan and the Participant Direction Procedures.
          That portion of the interest of any Participant so directing will
          thereupon be considered a Participant's Directed Account.

               (b) As of each Valuation Date, all Participant Directed Accounts
          shall be charged or credited with the net earnings, gains, losses and
          expenses as well as any appreciation or depreciation in the market
          value using publicly listed fair market values when available or
          appropriate.

               (1) To the extent that the assets in a Participant's Directed
               Account are accounted for as pooled assets or investments, the
               allocation of earnings, gains and losses of each Participant's
               Directed Account shall be based upon the total amount of funds so
               invested, in a manner proportionate to the Participant's share of
               such pooled investment.

               (2) To the extent that the assets in the Participant's Directed
               Account are accounted for as segregated assets, the allocation of
               earnings, gains and losses from such assets shall be made on a
               separate and distinct basis.

<PAGE>   53

                                    ARTICLE V
                                   VALUATIONS

5.1  VALUATION OF THE TRUST FUND

          The Administrator shall direct the Trustee, as of each Valuation Date,
to determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date. In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value as of the
Valuation Date and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund. The Trustee may
update the value of any shares held in the Participant Directed Account by
reference to the number of shares held by that Participant, priced at the market
value as of the Valuation Date.

5.2  METHOD OF VALUATION

          In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1  DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate his employment with the Employer and
retire for the purposes hereof on his Normal Retirement Date. However, a
Participant may postpone the termination of his employment with the Employer to
a later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4, shall
continue until his Late Retirement Date. Upon a Participant's Retirement Date or
attainment of his Normal Retirement Date without termination of employment with
the Employer, or as soon thereafter as is practicable, the Trustee shall
distribute, at the election of the Participant, all amounts

<PAGE>   54

credited to such Participant's Combined Account in accordance with Section 6.5.

6.2  DETERMINATION OF BENEFITS UPON DEATH

               (a) Upon the death of a Participant before his Retirement Date or
          other termination of his employment, all amounts credited to such
          Participant's Combined Account shall become fully Vested. The
          Administrator shall direct the Trustee, in accordance with the
          provisions of Sections 6.6 and 6.7, to distribute the value of the
          deceased Participant's accounts to the Participant's Beneficiary.

               (b) Upon the death of a Former Participant, the Administrator
          shall direct the Trustee, in accordance with the provisions of
          Sections 6.6 and 6.7, to distribute any remaining Vested amounts
          credited to the accounts of a deceased Former Participant to such
          Former Participant's Beneficiary.

               (c) Any security interest held by the Plan by reason of an
          outstanding loan to the Participant or Former Participant shall be
          taken into account in determining the amount of the death benefit.

               (d) The Administrator may require such proper proof of death and
          such evidence of the right of any person to receive payment of the
          value of the account of a deceased Participant or Former Participant
          as the Administrator may deem desirable. The Administrator's
          determination of death and of the right of any person to receive
          payment shall be conclusive.

               (e) The Beneficiary of the death benefit payable pursuant to this
          Section shall be the Participant's spouse. Except, however, the
          Participant may designate a Beneficiary other than his spouse if:

               (1) the spouse has waived the right to be the Participant's
               Beneficiary, or

               (2) the Participant is legally separated or has been abandoned
               (within the meaning of local law) and the Participant has a court
               order to such effect (and there is no "qualified domestic
               relations order" as defined in Code Section 414(p) which provides
               otherwise), or

               (3) the Participant has no spouse, or

               (4) the spouse cannot be located.

                   In such event, the designation of a Beneficiary shall be made
          on a form satisfactory to the

<PAGE>   55

          Administrator. A Participant may at any time revoke his designation of
          a Beneficiary or change his Beneficiary by filing written notice of
          such revocation or change with the Administrator. However, the
          Participant's spouse must again consent in writing to any change in
          Beneficiary unless the original consent acknowledged that the spouse
          had the right to limit consent only to a specific Beneficiary and that
          the spouse voluntarily elected to relinquish such right. In the event
          no valid designation of Beneficiary exists at the time of the
          Participant's death, the death benefit shall be payable to his estate.

               (f) Any consent by the Participant's spouse to waive any rights
          to the death benefit must be in writing, must acknowledge the effect
          of such waiver, and be witnessed by a Plan representative or a notary
          public. Further, the spouse's consent must be irrevocable and must
          acknowledge the specific nonspouse Beneficiary.

6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

          In the event of a Participant's Total and Permanent Disability prior
to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired.

6.4  DETERMINATION OF BENEFITS UPON TERMINATION

               (a) If a Participant's employment with the Employer is terminated
          for any reason other than death, Total and Permanent Disability or
          retirement, such Participant shall be entitled to such benefits as are
          provided hereinafter pursuant to this Section 6.4.

                   Distribution of the funds due to a Terminated Participant
          shall be made on the occurrence of an event which would result in the
          distribution had the Terminated Participant remained in the employ of
          the Employer (upon the Participant's death, Total and Permanent
          Disability or Normal Retirement). However, at the election of the
          Participant, the Administrator shall direct the Trustee to cause the
          entire Vested portion of the Terminated Participant's Combined Account
          to be payable to such Terminated Participant. Any distribution under
          this paragraph shall be made in a manner which is consistent with and
          satisfies the provisions of Section 6.5, including, but not limited
          to, all notice and consent requirements of Code Section 411(a)(11) and
          the Regulations thereunder.

<PAGE>   56

                   If the value of a Terminated Participant's Vested benefit
          derived from Employer and Employee contributions does not exceed
          $3,500 and has never exceeded $3,500 at the time of any prior
          distribution, the Administrator shall direct the Trustee to cause the
          entire Vested benefit to be paid to such Participant in a single lump
          sum.

                   For purposes of this Section 6.4, if the value of a
          Terminated Participant's Vested benefit is zero, the Terminated
          Participant shall be deemed to have received a distribution of such
          Vested benefit.

               (b) The Vested portion of any Participant's Account shall be a
          percentage of the total amount credited to his Participant's Account
          determined on the basis of the Participant's number of Years of
          Service according to the following schedule:

                            Vesting Schedule
               Years of Service             Percentage

                 Less than 2                     0 %
                      2                         20 %
                      3                         40 %
                      4                         60 %
                      5                         80 %
                      6                        100 %

               (c) Notwithstanding the vesting schedule above, upon the complete
          discontinuance of the Employer contributions to the Plan or upon any
          full or partial termination of the Plan, all amounts credited to the
          account of any affected Participant shall become 100% Vested and shall
          not thereafter be subject to Forfeiture.

               (d) The computation of a Participant's nonforfeitable percentage
          of his interest in the Plan shall not be reduced as the result of any
          direct or indirect amendment to this Plan. For this purpose, the Plan
          shall be treated as having been amended if the Plan provides for an
          automatic change in vesting due to a change in top heavy status. In
          the event that the Plan is amended to change or modify any vesting
          schedule, a Participant with at least three (3) Years of Service as of
          the expiration date of the election period may elect to have his
          nonforfeitable percentage computed under the Plan without regard to
          such amendment. If a Participant fails to make such election, then
          such Participant shall be subject to the new vesting schedule. The
          Participant's election period shall commence on the adoption date of
          the amendment and shall end 60 days after the latest of:

<PAGE>   57

               (1) the adoption date of the amendment,

               (2) the effective date of the amendment, or

               (3) the date the Participant receives written notice of the
               amendment from the Employer or Administrator.

               (e)(1) If any Former Participant shall be reemployed by the
          Employer before a 1-Year Break in Service occurs, he shall continue to
          participate in the Plan in the same manner as if such termination had
          not occurred.

               (2) If any Former Participant shall be reemployed by the Employer
               before five (5) consecutive 1-Year Breaks in Service, and such
               Former Participant had received, or was deemed to have received,
               a distribution of his entire Vested interest prior to his
               reemployment, his forfeited account shall be reinstated only if
               he repays the full amount distributed to him before the earlier
               of five (5) years after the first date on which the Participant
               is subsequently reemployed by the Employer or the close of the
               first period of five (5) consecutive 1-Year Breaks in Service
               commencing after the distribution, or in the event of a deemed
               distribution, upon the reemployment of such Former Participant.
               In the event the Former Participant does repay the full amount
               distributed to him, or in the event of a deemed distribution, the
               undistributed portion of the Participant's Account must be
               restored in full, unadjusted by any gains or losses occurring
               subsequent to the Valuation Date coinciding with or preceding his
               termination. The source for such reinstatement shall first be any
               Forfeitures occurring during the year. If such source is
               insufficient, then the Employer shall contribute an amount which
               is sufficient to restore any such forfeited Accounts provided,
               however, that if a discretionary contribution is made for such
               year pursuant to Section 4.1(c), such contribution shall first be
               applied to restore any such Accounts and the remainder shall be
               allocated in accordance with Section 4.4.

               (3) If any Former Participant is reemployed after a 1-Year Break
               in Service has occurred, Years of Service shall include Years of
               Service prior to his 1-Year Break in Service subject to the
               following rules:

<PAGE>   58

                   (i) If a Former Participant has a 1-Year Break in Service,
                   his pre-break and post-break service shall be used for
                   computing Years of Service for eligibility and for vesting
                   purposes only after he has been employed for one (1) Year of
                   Service following the date of his reemployment with the
                   Employer;

                   (ii) Any Former Participant who under the Plan does not have
                   a nonforfeitable right to any interest in the Plan resulting
                   from Employer contributions shall lose credits otherwise
                   allowable under (i) above if his consecutive 1-Year Breaks in
                   Service equal or exceed the greater of (A) five (5) or (B)
                   the aggregate number of his pre-break Years of Service;

                   (iii) After five (5) consecutive 1-Year Breaks in Service, a
                   Former Participant's Vested Account balance attributable to
                   pre-break service shall not be increased as a result of
                   post-break service;

                   (iv) If a Former Participant is reemployed by the Employer,
                   he shall participate in the Plan immediately on his date of
                   reemployment;

                   (v) If a Former Participant (a 1-Year Break in Service
                   previously occurred, but employment had not terminated) is
                   credited with an Hour of Service after the first eligibility
                   computation period in which he incurs a 1-Year Break in
                   Service, he shall participate in the Plan immediately.

               (f) In determining Years of Service for purposes of vesting under
          the Plan, Years of Service prior to the Effective Date of the Plan and
          prior to the vesting computation period in which an Employee attained
          his eighteenth birthday shall be excluded.

6.5  DISTRIBUTION OF BENEFITS

               (a) The Administrator, pursuant to the election of the
          Participant, shall direct the Trustee to distribute to a Participant
          or his Beneficiary any amount to which he is entitled under the Plan
          in one lump-sum payment in cash or in property.

               (b) Any distribution to a Participant who has a benefit which
          exceeds, or has ever exceeded, $3,500 at the time of any prior
          distribution shall require such Participant's consent if such
          distribution occurs prior

<PAGE>   59

          to the later of his Normal Retirement Age or age 62. With regard to
          this required consent:

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

               (2) Notice of the rights specified under this paragraph shall be
               provided no less than 30 days and no more than 90 days before the
               date the distribution commences.

               (3) Consent of the Participant to the distribution must not be
               made before the Participant receives the notice and must not be
               made more than 90 days before the date the distribution
               commences.

               (4) No consent shall be valid if a significant detriment is
               imposed under the Plan on any Participant who does not consent to
               the distribution.

               Any such distribution may commence less than 30 days after the
          notice required under Regulation 1.411(a)-11(c) is given, provided
          that: (1) the Administrator clearly informs the Participant that the
          Participant has a right to a period of at least 30 days after
          receiving the notice to consider the decision of whether or not to
          elect a distribution (and, if applicable, a particular distribution
          option), and (2) the Participant, after receiving the notice,
          affirmatively elects a distribution.

               (c) Notwithstanding any provision in the Plan to the contrary,
          the distribution of a Participant's benefits shall be made in
          accordance with the following requirements and shall otherwise comply
          with Code Section 401(a)(9) and the Regulations thereunder (including
          Regulation 1.401(a)(9)-2), the provisions of which are incorporated
          herein by reference:

               (1) A Participant's benefits shall be distributed or must begin
               to be distributed to him not later than April 1st of the calendar
               year following the later of (i) the calendar year in which the
               Participant attains age 70 1/2 or (ii) the calendar year in which
               the Participant retires, provided, however, that this clause (ii)
               shall not apply in the case of a Participant who is a "five

<PAGE>   60

               (5) percent owner" at any time during the five (5) Plan Year
               period ending in the calendar year in which he attains age 70 1/2
               or, in the case of a Participant who becomes a "five (5) percent
               owner" during any subsequent Plan Year, clause (ii) shall no
               longer apply and the required beginning date shall be the April
               1st of the calendar year following the calendar year in which
               such subsequent Plan Year ends. Such distributions shall be equal
               to or greater than any required distribution. Notwithstanding the
               foregoing, clause (ii) above shall not apply to any Participant
               unless the Participant had attained age 70 1/2 before January 1,
               1988 and was not a "five (5) percent owner" at any time during
               the Plan Year ending with or within the calendar year in which
               the Participant attained age 66 1/2 or any subsequent Plan Year.

               (2) Distributions to a Participant and his Beneficiaries shall
               only be made in accordance with the incidental death benefit
               requirements of Code Section 401(a)(9)(G) and the Regulations
               thereunder.

               (d) For purposes of this Section, the life expectancy of a
          Participant and a Participant's spouse may, at the election of the
          Participant or the Participant's spouse, be redetermined in accordance
          with Regulations. The election, once made, shall be irrevocable. If no
          election is made by the time distributions must commence, then the
          life expectancy of the Participant and the Participant's spouse shall
          not be subject to recalculation. Life expectancy and joint and last
          survivor expectancy shall be computed using the return multiples in
          Tables V and VI of Regulation 1.72-9.

               (e) All annuity Contracts under this Plan shall be
          non-transferable when distributed. Furthermore, the terms of any
          annuity Contract purchased and distributed to a Participant or spouse
          shall comply with all of the requirements of the Plan.

               (f) If a distribution is made at a time when a Participant is not
          fully Vested in his Participant's Account and the Participant may
          increase the Vested percentage in such account:

               (1) a separate account shall be established for the Participant's
               interest in the Plan as of the time of the distribution; and

<PAGE>   61

               (2) at any relevant time, the Participant's Vested portion of the
               separate account shall be equal to an amount ("X") determined by
               the formula:

               X equals P(AB plus (R x D)) - (R x D)

               For purposes of applying the formula: P is the Vested percentage
               at the relevant time, AB is the account balance at the relevant
               time, D is the amount of distribution, and R is the ratio of the
               account balance at the relevant time to the account balance after
               distribution.

6.6  DISTRIBUTION OF BENEFITS UPON DEATH

               (a) The death benefit payable pursuant to Section 6.2 shall be
          paid to the Participant's Beneficiary in one lump-sum payment in cash
          or in property subject to the rules of Section 6.6(b).

               (b) Notwithstanding any provision in the Plan to the contrary,
          distributions upon the death of a Participant shall be made in
          accordance with the following requirements and shall otherwise comply
          with Code Section 401(a)(9) and the Regulations thereunder. If it is
          determined pursuant to Regulations that the distribution of a
          Participant's interest has begun and the Participant dies before his
          entire interest has been distributed to him, the remaining portion of
          such interest shall be distributed at least as rapidly as under the
          method of distribution selected pursuant to Section 6.5 as of his date
          of death. If a Participant dies before he has begun to receive any
          distributions of his interest under the Plan or before distributions
          are deemed to have begun pursuant to Regulations, then his death
          benefit shall be distributed to his Beneficiaries by December 31st of
          the calendar year in which the fifth anniversary of his date of death
          occurs.

                   However, the 5-year distribution requirement of the preceding
          paragraph shall not apply to any portion of the deceased Participant's
          interest which is payable to or for the benefit of a designated
          Beneficiary. In such event, such portion may, at the election of the
          Participant (or the Participant's designated Beneficiary) be
          distributed over a period not extending beyond the life expectancy of
          such designated Beneficiary provided such distribution begins not
          later than December 31st of the calendar year immediately following
          the calendar year in which the Participant died. However, in the event
          the Participant's spouse (determined as of the date of the
          Participant's death) is his Beneficiary, the

<PAGE>   62

          requirement that distributions commence within one year of a
          Participant's death shall not apply. In lieu thereof, distributions
          must commence on or before the later of: (1) December 31st of the
          calendar year immediately following the calendar year in which the
          Participant died; or (2) December 31st of the calendar year in which
          the Participant would have attained age 70 1/2. If the surviving
          spouse dies before distributions to such spouse begin, then the 5-year
          distribution requirement of this Section shall apply as if the spouse
          was the Participant.

6.7  TIME OF SEGREGATION OR DISTRIBUTION

          Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution the distribution may be made as soon as is practicable.
However, unless a Former Participant elects in writing to defer the receipt of
benefits (such election may not result in a death benefit that is more than
incidental), the payment of benefits shall occur not later than the 60th day
after the close of the Plan Year in which the latest of the following events
occurs: (a) the date on which the Participant attains the earlier of age 65 or
the Normal Retirement Age specified herein; (b) the 10th anniversary of the year
in which the Participant commenced participation in the Plan; or (c) the date
the Participant terminates his service with the Employer.

6.8  DISTRIBUTION FOR MINOR BENEFICIARY

          In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable to
a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored
unadjusted for earnings or losses.

<PAGE>   63

6.10 PRE-RETIREMENT DISTRIBUTION

          At such time as a Participant shall have attained the age of 59 1/2
years, the Administrator, at the election of the Participant, shall direct the
Trustee to distribute all or a portion of the Vested amount then credited to the
accounts maintained on behalf of the Participant. In the event that the
Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same basis as any other Employee. Any
distribution made pursuant to this Section shall be made in a manner consistent
with Section 6.5, including, but not limited to, all notice and consent
requirements of Code Section 411(a)(11) and the Regulations thereunder.

          Notwithstanding the above, pre-retirement distributions from a
Participant's Elective Account shall not be permitted prior to the Participant
attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

               (a) The Administrator, at the election of the Participant, shall
          direct the Trustee to distribute to any Participant in any one Plan
          Year up to the lesser of 100% of his Vested Participant's Elective
          Account and Participant's Account and Participant's Rollover Account
          valued as of the last Valuation Date or the amount necessary to
          satisfy the immediate and heavy financial need of the Participant. Any
          distribution made pursuant to this Section shall be deemed to be made
          as of the first day of the Plan Year or, if later, the Valuation Date
          immediately preceding the date of distribution, and the Participant's
          Elective Account and Participant's Account and Participant's Rollover
          Account shall be reduced accordingly. Withdrawal under this Section
          shall be authorized only if the distribution is on account of:

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

               (2) The costs directly related to the purchase of a principal
               residence for the Participant (excluding mortgage payments);

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

<PAGE>   64

               (4) Payments necessary to prevent the eviction of the Participant
               from his principal residence or foreclosure on the mortgage of
               the Participant's principal residence.

               (b) No distribution shall be made pursuant to this Section unless
          the Administrator, based upon the Participant's representation and
          such other facts as are known to the Administrator, determines that
          all of the following conditions are satisfied:

               (1) The distribution is not in excess of the amount of the
               immediate and heavy financial need of the Participant. The amount
               of the immediate and heavy financial need may include any amounts
               necessary to pay any federal, state, or local income taxes or
               penalties reasonably anticipated to result from the distribution;

               (2) The Participant has obtained all distributions, other than
               hardship distributions, and all nontaxable (at the time of the
               loan) loans currently available under all plans maintained by the
               Employer;

               (3) The Plan, and all other plans maintained by the Employer,
               provide that the Participant's elective deferrals and voluntary
               Employee contributions will be suspended for at least twelve (12)
               months after receipt of the hardship distribution or, the
               Participant, pursuant to a legally enforceable agreement, will
               suspend his elective deferrals and voluntary Employee
               contributions to the Plan and all other plans maintained by the
               Employer for at least twelve (12) months after receipt of the
               hardship distribution; and

               (4) The Plan, and all other plans maintained by the Employer,
               provide that the Participant may not make elective deferrals for
               the Participant's taxable year immediately following the taxable
               year of the hardship distribution in excess of the applicable
               limit under Code Section 402(g) for such next taxable year less
               the amount of such Participant's elective deferrals for the
               taxable year of the hardship distribution.

               (c) Notwithstanding the above, distributions from the
          Participant's Elective Account pursuant to this Section shall be
          limited solely to the Participant's total Deferred Compensation as of
          the date of distribution, reduced by the amount of any previous
          distributions pursuant to this Section and Section 6.10.

<PAGE>   65

               (d) Any distribution made pursuant to this Section shall be made
          in a manner which is consistent with and satisfies the provisions of
          Section 6.5, including, but not limited to, all notice and consent
          requirements of Code Section 411(a)(11) and the Regulations
          thereunder.

6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414(p).

                                   ARTICLE VII
                                     TRUSTEE

7.1  BASIC RESPONSIBILITIES OF THE TRUSTEE

               (a) The Trustee shall have the following categories of
          responsibilities:

               (1) Consistent with the "funding policy and method" determined by
               the Employer, to invest, manage, and control the Plan assets
               subject, however, to the direction of a Participant with respect
               to his Participant Directed Accounts, the Employer or an
               Investment Manager if the Trustee should appoint such manager as
               to all or a portion of the assets of the Plan;

               (2) At the direction of the Administrator, to pay benefits
               required under the Plan to be paid to Participants, or, in the
               event of their death, to their Beneficiaries; and

               (3) To maintain records of receipts and disbursements and furnish
               to the Employer and/or Administrator for each Plan Year a written
               annual report per Section 7.7.

               (b) In the event that the Trustee shall be directed by a
          Participant (pursuant to the Participant Direction Procedures), or the
          Employer, or an Investment Manager with respect to the investment of
          any or all Plan assets, the Trustee shall have no liability with
          respect to the investment of such

<PAGE>   66

          assets, but shall be responsible only to execute such investment
          instructions as so directed.

               (1) The Trustee shall be entitled to rely fully on the written
               instructions of a Participant (pursuant to the Participant
               Direction Procedures), or the Employer, or any Fiduciary or
               nonfiduciary agent of the Employer, in the discharge of such
               duties, and shall not be liable for any loss or other liability,
               resulting from such direction (or lack of direction) of the
               investment of any part of the Plan assets.

               (2) The Trustee may delegate the duty to execute such
               instructions to any nonfiduciary agent, which may be an affiliate
               of the Trustee or any Plan representative.

               (3) The Trustee may refuse to comply with any direction from the
               Participant in the event the Trustee, in its sole and absolute
               discretion, deems such directions improper by virtue of
               applicable law. The Trustee shall not be responsible or liable
               for any loss or expense which may result from the Trustee's
               refusal or failure to comply with any directions from the
               Participant.

               (4) Any costs and expenses related to compliance with the
               Participant's directions shall be borne by the Participant's
               Directed Account, unless paid by the Employer.

               (c) If there shall be more than one Trustee, they shall act by a
          majority of their number, but may authorize one or more of them to
          sign papers on their behalf.

7.2  INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

               (a) The Trustee shall invest and reinvest the Trust Fund to keep
          the Trust Fund invested without distinction between principal and
          income and in such securities or property, real or personal, wherever
          situated, as the Trustee shall deem advisable, including, but not
          limited to, stocks, common or preferred, bonds and other evidences of
          indebtedness or ownership, and real estate or any interest therein.
          The Trustee shall at all times in making investments of the Trust Fund
          consider, among other factors, the short and long-term financial needs
          of the Plan on the basis of information furnished by the Employer. In
          making such investments, the Trustee shall not be restricted to
          securities or other property of the character expressly authorized by
          the applicable law for trust investments;

<PAGE>   67

          however, the Trustee shall give due regard to any limitations imposed
          by the Code or the Act so that at all times the Plan may qualify as a
          qualified Profit Sharing Plan and Trust.

               (b) The Trustee may employ a bank or trust company pursuant to
          the terms of its usual and customary bank agency agreement, under
          which the duties of such bank or trust company shall be of a
          custodial, clerical and record-keeping nature.

7.3  OTHER POWERS OF THE TRUSTEE

          The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

               (a) To purchase, or subscribe for, any securities or other
          property and to retain the same. In conjunction with the purchase of
          securities, margin accounts may be opened and maintained;

               (b) To sell, exchange, convey, transfer, grant options to
          purchase, or otherwise dispose of any securities or other property
          held by the Trustee, by private contract or at public auction. No
          person dealing with the Trustee shall be bound to see to the
          application of the purchase money or to inquire into the validity,
          expediency, or propriety of any such sale or other disposition, with
          or without advertisement;

               (c) To vote upon any stocks, bonds, or other securities; to give
          general or special proxies or powers of attorney with or without power
          of substitution; to exercise any conversion privileges, subscription
          rights or other options, and to make any payments incidental thereto;
          to oppose, or to consent to, or otherwise participate in, corporate
          reorganizations or other changes affecting corporate securities, and
          to delegate discretionary powers, and to pay any assessments or
          charges in connection therewith; and generally to exercise any of the
          powers of an owner with respect to stocks, bonds, securities, or other
          property. However, the Trustee shall not vote proxies relating to
          securities for which it has not been assigned full investment
          management responsibilities. In those cases where another party has
          such investment authority or discretion, the Trustee will deliver all
          proxies to said party who will then have full responsibility for
          voting those proxies;

               (d) To cause any securities or other property to be registered in
          the Trustee's own name or in the name of one or more of the Trustee's
          nominees, and to hold

<PAGE>   68

          any investments in bearer form, but the books and records of the
          Trustee shall at all times show that all such investments are part of
          the Trust Fund;

               (e) To borrow or raise money for the purposes of the Plan in such
          amount, and upon such terms and conditions, as the Trustee shall deem
          advisable; and for any sum so borrowed, to issue a promissory note as
          Trustee, and to secure the repayment thereof by pledging all, or any
          part, of the Trust Fund; and no person lending money to the Trustee
          shall be bound to see to the application of the money lent or to
          inquire into the validity, expediency, or propriety of any borrowing;

               (f) To keep such portion of the Trust Fund in cash or cash
          balances as the Trustee may, from time to time, deem to be in the best
          interests of the Plan, without liability for interest thereon;

               (g) To accept and retain for such time as the Trustee may deem
          advisable any securities or other property received or acquired as
          Trustee hereunder, whether or not such securities or other property
          would normally be purchased as investments hereunder;

               (h) To make, execute, acknowledge, and deliver any and all
          documents of transfer and conveyance and any and all other instruments
          that may be necessary or appropriate to carry out the powers herein
          granted;

               (i) To settle, compromise, or submit to arbitration any claims,
          debts, or damages due or owing to or from the Plan, to commence or
          defend suits or legal or administrative proceedings, and to represent
          the Plan in all suits and legal and administrative proceedings;

               (j) To employ suitable agents and counsel and to pay their
          reasonable expenses and compensation, and such agent or counsel may or
          may not be agent or counsel for the Employer;

               (k) To apply for and procure from responsible insurance
          companies, to be selected by the Administrator, as an investment of
          the Trust Fund such annuity, or other Contracts (on the life of any
          Participant) as the Administrator shall deem proper; to exercise, at
          any time or from time to time, whatever rights and privileges may be
          granted under such annuity, or other Contracts; to collect, receive,
          and settle for the proceeds of all such annuity or other Contracts as
          and when entitled to do so under the provisions thereof;

<PAGE>   69

               (l) To invest funds of the Trust in time deposits or savings
          accounts bearing a reasonable rate of interest in the Trustee's bank;

               (m) To invest in Treasury Bills and other forms of United States
          government obligations;

               (n) To invest in shares of investment companies registered under
          the Investment Company Act of 1940;

               (o) To sell, purchase and acquire put or call options if the
          options are traded on and purchased through a national securities
          exchange registered under the Securities Exchange Act of 1934, as
          amended, or, if the options are not traded on a national securities
          exchange, are guaranteed by a member firm of the New York Stock
          Exchange;

               (p) To deposit monies in federally insured savings accounts or
          certificates of deposit in banks or savings and loan associations;

               (q) To pool all or any of the Trust Fund, from time to time, with
          assets belonging to any other qualified employee pension benefit trust
          created by the Employer or an affiliated company of the Employer, and
          to commingle such assets and make joint or common investments and
          carry joint accounts on behalf of this Plan and such other trust or
          trusts, allocating undivided shares or interests in such investments
          or accounts or any pooled assets of the two or more trusts in
          accordance with their respective interests;

               (r) To appoint a nonfiduciary agent or agents to assist the
          Trustee in carrying out any investment instructions of Participants
          and of any Investment Manager or Fiduciary, and to compensate such
          agent(s) from the assets of the Plan, to the extent not paid by the
          Employer;

               (s) To do all such acts and exercise all such rights and
          privileges, although not specifically mentioned herein, as the Trustee
          may deem necessary to carry out the purposes of the Plan.

7.4  LOANS TO PARTICIPANTS

               (a) The Trustee may, in the Trustee's discretion, make loans to
          Participants and Beneficiaries under the following circumstances: (1)
          loans shall be made available to all Participants and Beneficiaries on
          a reasonably equivalent basis; (2) loans shall not be made available
          to Highly Compensated Employees in an amount greater than the amount
          made available to other Participants and Beneficiaries; (3) loans
          shall bear a

<PAGE>   70

          reasonable rate of interest; (4) loans shall be adequately secured;
          and (5) shall provide for repayment over a reasonable period of time.

               (b) Loans made pursuant to this Section (when added to the
          outstanding balance of all other loans made by the Plan to the
          Participant) shall be limited to the lesser of:

               (1) $50,000 reduced by the excess (if any) of the highest
               outstanding balance of loans from the Plan to the Participant
               during the one year period ending on the day before the date on
               which such loan is made, over the outstanding balance of loans
               from the Plan to the Participant on the date on which such loan
               was made, or

               (2) one-half (1/2) of the present value of the non-forfeitable
               accrued benefit of the Participant under the Plan.

                   For purposes of this limit, all plans of the Employer shall
          be considered one plan. Additionally, with respect to any loan made
          prior to January 1, 1987, the $50,000 limit specified in (1) above
          shall be unreduced.

               (c) Loans shall provide for level amortization with payments to
          be made not less frequently than quarterly over a period not to exceed
          five (5) years. However, loans used to acquire any dwelling unit
          which, within a reasonable time, is to be used (determined at the time
          the loan is made) as a principal residence of the Participant shall
          provide for periodic repayment over a reasonable period of time that
          may exceed five (5) years. For this purpose, a principal residence has
          the same meaning as a principal residence under Code Section 1034.
          Loan repayments will be suspended under this Plan as permitted under
          Code Section 414(u)(4).

               (d) Any loans granted or renewed shall be made pursuant to a
          Participant loan program. Such loan program shall be established in
          writing and must include, but need not be limited to, the following:

               (1) the identity of the person or positions authorized to
               administer the Participant loan program;

               (2) a procedure for applying for loans;

               (3) the basis on which loans will be approved or denied;

<PAGE>   71

               (4) limitations, if any, on the types and amounts of loans
               offered;

               (5) the procedure under the program for determining a reasonable
               rate of interest;

               (6) the types of collateral which may secure a Participant loan;
               and

               (7) the events constituting default and the steps that will be
               taken to preserve Plan assets.

                   Such Participant loan program shall be contained in a
          separate written document which, when properly executed, is hereby
          incorporated by reference and made a part of the Plan. Furthermore,
          such Participant loan program may be modified or amended in writing
          from time to time without the necessity of amending this Section.

7.5  DUTIES OF THE TRUSTEE REGARDING PAYMENTS

          At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

7.6  TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

          The Trustee shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel
fees incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of any
kind and all kinds whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall
be paid from the Trust Fund.

7.7  ANNUAL REPORT OF THE TRUSTEE

          Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer contribution for each Plan Year, the Trustee
shall furnish to the Employer and Administrator a written statement of account
with respect to the Plan Year for which such contribution was made setting
forth:

               (a) the net income, or loss, of the Trust Fund;

               (b) the gains, or losses, realized by the Trust Fund upon sales
          or other disposition of the assets;

<PAGE>   72

               (c) the increase, or decrease, in the value of the Trust Fund;

               (d) all payments and distributions made from the Trust Fund; and

               (e) such further information as the Trustee and/or Administrator
          deems appropriate. The Employer, forthwith upon its receipt of each
          such statement of account, shall acknowledge receipt thereof in
          writing and advise the Trustee and/or Administrator of its approval or
          disapproval thereof. Failure by the Employer to disapprove any such
          statement of account within thirty (30) days after its receipt thereof
          shall be deemed an approval thereof. The approval by the Employer of
          any statement of account shall be binding as to all matters embraced
          therein as between the Employer and the Trustee to the same extent as
          if the account of the Trustee had been settled by judgment or decree
          in an action for a judicial settlement of its account in a court of
          competent jurisdiction in which the Trustee, the Employer and all
          persons having or claiming an interest in the Plan were parties;
          provided, however, that nothing herein contained shall deprive the
          Trustee of its right to have its accounts judicially settled if the
          Trustee so desires.

7.8  AUDIT

               (a) If an audit of the Plan's records shall be required by the
          Act and the regulations thereunder for any Plan Year, the
          Administrator shall direct the Trustee to engage on behalf of all
          Participants an independent qualified public accountant for that
          purpose. Such accountant shall, after an audit of the books and
          records of the Plan in accordance with generally accepted auditing
          standards, within a reasonable period after the close of the Plan
          Year, furnish to the Administrator and the Trustee a report of his
          audit setting forth his opinion as to whether any statements,
          schedules or lists that are required by Act Section 103 or the
          Secretary of Labor to be filed with the Plan's annual report, are
          presented fairly in conformity with generally accepted accounting
          principles applied consistently. All auditing and accounting fees
          shall be an expense of and may, at the election of the Administrator,
          be paid from the Trust Fund.

               (b) If some or all of the information necessary to enable the
          Administrator to comply with Act Section 103 is maintained by a bank,
          insurance company, or similar institution, regulated and supervised
          and subject to periodic examination by a state or federal agency, it
          shall transmit and certify the accuracy of

<PAGE>   73

          that information to the Administrator as provided in Act Section
          103(b) within one hundred twenty (120) days after the end of the Plan
          Year or by such other date as may be prescribed under regulations of
          the Secretary of Labor.

7.9  RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

               (a) The Trustee may resign at any time by delivering to the
          Employer, at least thirty (30) days before its effective date, a
          written notice of his resignation.

               (b) The Employer may remove the Trustee by mailing by registered
          or certified mail, addressed to such Trustee at his last known
          address, at least thirty (30) days before its effective date, a
          written notice of his removal.

               (c) Upon the death, resignation, incapacity, or removal of any
          Trustee, a successor may be appointed by the Employer; and such
          successor, upon accepting such appointment in writing and delivering
          same to the Employer, shall, without further act, become vested with
          all the estate, rights, powers, discretions, and duties of his
          predecessor with like respect as if he were originally named as a
          Trustee herein. Until such a successor is appointed, the remaining
          Trustee or Trustees shall have full authority to act under the terms
          of the Plan.

               (d) The Employer may designate one or more successors prior to
          the death, resignation, incapacity, or removal of a Trustee. In the
          event a successor is so designated by the Employer and accepts such
          designation, the successor shall, without further act, become vested
          with all the estate, rights, powers, discretions, and duties of his
          predecessor with the like effect as if he were originally named as
          Trustee herein immediately upon the death, resignation, incapacity, or
          removal of his predecessor.

               (e) Whenever any Trustee hereunder ceases to serve as such, he
          shall furnish to the Employer and Administrator a written statement of
          account with respect to the portion of the Plan Year during which he
          served as Trustee. This statement shall be either (i) included as part
          of the annual statement of account for the Plan Year required under
          Section 7.7 or (ii) set forth in a special statement. Any such special
          statement of account should be rendered to the Employer no later than
          the due date of the annual statement of account for the Plan Year. The
          procedures set forth in Section 7.7 for the approval by the Employer
          of annual statements of account shall apply to any special


<PAGE>   74

          statement of account rendered hereunder and approval by the Employer
          of any such special statement in the manner provided in Section 7.7
          shall have the same effect upon the statement as the Employer's
          approval of an annual statement of account. No successor to the
          Trustee shall have any duty or responsibility to investigate the acts
          or transactions of any predecessor who has rendered all statements of
          account required by Section 7.7 and this subparagraph.

7.10 TRANSFER OF INTEREST

          Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of such Participant in his account to another trust forming
part of a pension, profit sharing or stock bonus plan maintained by such
Participant's new employer and represented by said employer in writing as
meeting the requirements of Code Section 401(a), provided that the trust to
which such transfers are made permits the transfer to be made.

7.11 DIRECT ROLLOVER

               (a) Notwithstanding any provision of the Plan to the contrary
          that would otherwise limit a distributee's election under this
          Section, a distributee may elect, at the time and in the manner
          prescribed by the Administrator, to have any portion of an eligible
          rollover distribution that is equal to at least $500 paid directly to
          an eligible retirement plan specified by the distributee in a direct
          rollover.

               (b) For purposes of this Section the following definitions shall
          apply:

               (1) An eligible rollover distribution is any distribution of all
               or any portion of the balance to the credit of the distributee,
               except that an eligible rollover distribution does not include:
               any distribution that is one of a series of substantially equal
               periodic payments (not less frequently than annually) made for
               the life (or life expectancy) of the distributee or the joint
               lives (or joint life expectancies) of the distributee and the
               distributee's designated beneficiary, or for a specified period
               of ten years or more; any distribution to the extent such
               distribution is required under Code Section 401(a)(9); the
               portion of any other distribution that is not includible in gross
               income (determined without regard to the exclusion for net
               unrealized appreciation with respect to employer securities); and
               any other distribution that is reasonably expected to total less
               than $200 during a year.

<PAGE>   75
                    (2) An eligible retirement plan is an individual retirement
                    account described in Code Section 408(a), an individual
                    retirement annuity described in Code Section 408(b), an
                    annuity plan described in Code Section 403(a), or a
                    qualified trust described in Code Section 401(a), that
                    accepts the distributee's eligible rollover distribution.
                    However, in the case of an eligible rollover distribution to
                    the surviving spouse, an eligible retirement plan is an
                    individual retirement account or individual retirement
                    annuity.

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

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

                                  ARTICLE VIII
                       AMENDMENT, TERMINATION AND MERGERS

8.1  AMENDMENT

                    (a) The Employer shall have the right at any time to amend
               the Plan, subject to the limitations of this Section. However,
               any amendment which affects the rights, duties or
               responsibilities of the Trustee and Administrator, other than an
               amendment to remove the Trustee or Administrator, may only be
               made with the Trustee's and Administrator's written consent. Any
               such amendment shall become effective as provided therein upon
               its execution. The Trustee shall not be required to execute any
               such amendment unless the Trust provisions contained herein are a
               part of the Plan and the amendment affects the duties of the
               Trustee hereunder.

                    (b) No amendment to the Plan shall be effective if it
               authorizes or permits any part of the Trust Fund (other than such
               part as is required to pay taxes and administration expenses) to
               be used for or diverted to any purpose other than for the
               exclusive benefit of the Participants or their Beneficiaries or
               estates; or causes any reduction in the amount credited to the
               account of any Participant; or causes or permits any

<PAGE>   76
                    portion of the Trust Fund to revert to or become property of
                    the Employer.

                    (c) Except as permitted by Regulations, no Plan amendment or
               transaction having the effect of a Plan amendment (such as a
               merger, plan transfer or similar transaction) shall be effective
               to the extent it eliminates or reduces any "Section 411(d)(6)
               protected benefit" or adds or modifies conditions relating to
               "Section 411(d)(6) protected benefits" the result of which is a
               further restriction on such benefit unless such protected
               benefits are preserved with respect to benefits accrued as of the
               later of the adoption date or effective date of the amendment.
               "Section 411(d)(6) protected benefits" are benefits described in
               Code Section 411(d)(6)(A), early retirement benefits and
               retirement-type subsidies, and optional forms of benefit.

8.2 TERMINATION

                    (a) The Employer shall have the right at any time to
               terminate the Plan by delivering to the Trustee and Administrator
               written notice of such termination. Upon any full or partial
               termination, all amounts credited to the affected Participants'
               Combined Accounts shall become 100% Vested as provided in Section
               6.4 and shall not thereafter be subject to forfeiture, and all
               unallocated amounts shall be allocated to the accounts of all
               Participants in accordance with the provisions hereof.

                    (b) Upon the full termination of the Plan, the Employer
               shall direct the distribution of the assets of the Trust Fund to
               Participants in a manner which is consistent with and satisfies
               the provisions of Section 6.5. Distributions to a Participant
               shall be made in cash or in property or through the purchase of
               irrevocable nontransferable deferred commitments from an insurer.
               Except as permitted by Regulations, the termination of the Plan
               shall not result in the reduction of "Section 411(d)(6) protected
               benefits" in accordance with Section 8.1(c).

8.3 MERGER OR CONSOLIDATION

               This Plan and Trust may be merged or consolidated with, or its
assets and/or liabilities may be transferred to any other plan and trust only if
the benefits which would be received by a Participant of this Plan, in the event
of a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or


<PAGE>   77
reduction of any "Section 411(d)(6) protected benefits" in accordance with
Section 8.1(c).

                                   ARTICLE IX
                                   TOP HEAVY

9.1 TOP HEAVY PLAN REQUIREMENTS

               For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.4 of the Plan.

9.2 DETERMINATION OF TOP HEAVY STATUS

                    (a) This Plan shall be a Top Heavy Plan for any Plan Year in
               which, as of the Determination Date, (1) the Present Value of
               Accrued Benefits of Key Employees and (2) the sum of the
               Aggregate Accounts of Key Employees under this Plan and all plans
               of an Aggregation Group, exceeds sixty percent (60%) of the
               Present Value of Accrued Benefits and the Aggregate Accounts of
               all Key and Non-Key Employees under this Plan and all plans of an
               Aggregation Group.

                    If any Participant is a Non-Key Employee for any Plan Year,
               but such Participant was a Key Employee for any prior Plan Year,
               such Participant's Present Value of Accrued Benefit and/or
               Aggregate Account balance shall not be taken into account for
               purposes of determining whether this Plan is a Top Heavy or Super
               Top Heavy Plan (or whether any Aggregation Group which includes
               this Plan is a Top Heavy Group). In addition, if a Participant or
               Former Participant has not performed any services for any
               Employer maintaining the Plan at any time during the five year
               period ending on the Determination Date, any accrued benefit for
               such Participant or Former Participant shall not be taken into
               account for the purposes of determining whether this Plan is a
               Top Heavy or Super Top Heavy Plan.

                    (b) This Plan shall be a Super Top Heavy Plan for any Plan
               Year in which, as of the Determination Date, (1) the Present
               Value of Accrued Benefits of Key Employees and (2) the sum of the
               Aggregate Accounts of Key Employees under this Plan and all plans
               of an Aggregation Group, exceeds ninety percent (90%) of the
               Present Value of Accrued Benefits and the Aggregate Accounts of
               all Key and Non-Key Employees under this Plan and all plans of an
               Aggregation Group.

                    (c) Aggregate Account: A Participant's Aggregate Account as
               of the Determination Date is the sum of:

<PAGE>   78
                    (1) his Participant's Combined Account balance as of the
                    most recent valuation occurring within a twelve (12) month
                    period ending on the Determination Date;

                    (2) an adjustment for any contributions due as of the
                    Determination Date. Such adjustment shall be the amount of
                    any contributions actually made after the Valuation Date but
                    due on or before the Determination Date, except for the
                    first Plan Year when such adjustment shall also reflect the
                    amount of any contributions made after the Determination
                    Date that are allocated as of a date in that first Plan
                    Year.

                    (3) any Plan distributions made within the Plan Year that
                    includes the Determination Date or within the four (4)
                    preceding Plan Years. However, in the case of distributions
                    made after the Valuation Date and prior to the Determination
                    Date, such distributions are not included as distributions
                    for top heavy purposes to the extent that such distributions
                    are already included in the Participant's Aggregate Account
                    balance as of the Valuation Date. Notwithstanding anything
                    herein to the contrary, all distributions, including
                    distributions made prior to January 1, 1984, and
                    distributions under a terminated plan which if it had not
                    been terminated would have been required to be included in
                    an Aggregation Group, will be counted. Further,
                    distributions from the Plan (including the cash value of
                    life insurance policies) of a Participant's account balance
                    because of death shall be treated as a distribution for the
                    purposes of this paragraph.

                    (4) any Employee contributions, whether voluntary or
                    mandatory. However, amounts attributable to tax deductible
                    qualified voluntary employee contributions shall not be
                    considered to be a part of the Participant's Aggregate
                    Account balance.

                    (5) with respect to unrelated rollovers and plan-to-plan
                    transfers (ones which are both initiated by the Employee and
                    made from a plan maintained by one employer to a plan
                    maintained by another employer), if this Plan provides the
                    rollovers or plan-to-plan transfers, it shall always
                    consider such rollovers or plan-to-plan transfers as a
                    distribution for the purposes of this Section. If this Plan
                    is the plan accepting such rollovers or plan-to-plan
                    transfers, it shall not consider such rollovers or
                    plan-to-plan transfers as part of the Participant's
                    Aggregate Account balance.

<PAGE>   79
                    (6) with respect to related rollovers and plan-to-plan
                    transfers (ones either not initiated by the Employee or made
                    to a plan maintained by the same employer), if this Plan
                    provides the rollover or plan-to-plan transfer, it shall not
                    be counted as a distribution for purposes of this Section.
                    If this Plan is the plan accepting such rollover or
                    plan-to-plan transfer, it shall consider such rollover or
                    plan-to-plan transfer as part of the Participant's Aggregate
                    Account balance, irrespective of the date on which such
                    rollover or plan-to-plan transfer is accepted.

                    (7) For the purposes of determining whether two employers
                    are to be treated as the same employer in (5) and (6) above,
                    all employers aggregated under Code Section 414(b), (c), (m)
                    and (o) are treated as the same employer.

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

                    (1) Required Aggregation Group: In determining a Required
                    Aggregation Group hereunder, each plan of the Employer in
                    which a Key Employee is a participant in the Plan Year
                    containing the Determination Date or any of the four
                    preceding Plan Years, and each other plan of the Employer
                    which enables any plan in which a Key Employee participates
                    to meet the requirements of Code Sections 401(a)(4) or 410,
                    will be required to be aggregated. Such group shall be known
                    as a Required Aggregation Group.

                    In the case of a Required Aggregation Group, each plan in
                    the group will be considered a Top Heavy Plan if the
                    Required Aggregation Group is a Top Heavy Group. No plan in
                    the Required Aggregation Group will be considered a Top
                    Heavy Plan if the Required Aggregation Group is not a Top
                    Heavy Group.

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

                    In the case of a Permissive Aggregation Group, only a plan
                    that is part of the Required Aggregation Group will be
                    considered a Top Heavy


<PAGE>   80
                    Plan if the Permissive Aggregation Group is a Top Heavy
                    Group. No plan in the Permissive Aggregation Group will be
                    considered a Top Heavy Plan if the Permissive Aggregation
                    Group is not a Top Heavy Group.

                    (3) Only those plans of the Employer in which the
                    Determination Dates fall within the same calendar year shall
                    be aggregated in order to determine whether such plans are
                    Top Heavy Plans.

                    (4) An Aggregation Group shall include any terminated plan
                    of the Employer if it was maintained within the last five
                    (5) years ending on the Determination Date.

                    (e) "Determination Date" means (a) the last day of the
               preceding Plan Year, or (b) in the case of the first Plan Year,
               the last day of such Plan Year.

                    (f) Present Value of Accrued Benefit: In the case of a
               defined benefit plan, the Present Value of Accrued Benefit for a
               Participant other than a Key Employee, shall be as determined
               using the single accrual method used for all plans of the
               Employer and Affiliated Employers, or if no such single method
               exists, using a method which results in benefits accruing not
               more rapidly than the slowest accrual rate permitted under Code
               Section 411(b)(1)(C). The determination of the Present Value of
               Accrued Benefit shall be determined as of the most recent
               Valuation Date that falls within or ends with the 12-month period
               ending on the Determination Date except as provided in Code
               Section 416 and the Regulations thereunder for the first and
               second plan years of a defined benefit plan.

                    (g) "Top Heavy Group" means an Aggregation Group in which,
               as of the Determination Date, the sum of:

                    (1) the Present Value of Accrued Benefits of Key Employees
                    under all defined benefit plans included in the group, and

                    (2) the Aggregate Accounts of Key Employees under all
                    defined contribution plans included in the group,

                         exceeds sixty percent (60%) of a similar sum determined
               for all Participants.


<PAGE>   81
                                   ARTICLE X
                                 MISCELLANEOUS

10.1 PARTICIPANT'S RIGHTS

          This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

10.2 ALIENATION

               (a) Subject to the exceptions provided below, no benefit which
          shall be payable out of the Trust Fund to any person (including a
          Participant or his Beneficiary) shall be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, or charge, and any attempt to anticipate, alienate, sell,
          transfer, assign, pledge, encumber, or charge the same shall be void;
          and no such benefit shall in any manner be liable for, or subject to,
          the debts, contracts, liabilities, engagements, or torts of any such
          person, nor shall it be subject to attachment or legal process for or
          against such person, and the same shall not be recognized by the
          Trustee, except to such extent as may be required by law.

               (b) This provision shall not apply to the extent a Participant or
          Beneficiary is indebted to the Plan, as a result of a loan from the
          Plan. At the time a distribution is to be made to or for a
          Participant's or Beneficiary's benefit, such proportion of the amount
          distributed as shall equal such loan indebtedness shall be paid by the
          Trustee to the Trustee or the Administrator, at the direction of the
          Administrator, to apply against or discharge such loan indebtedness.
          Prior to making a payment, however, the Participant or Beneficiary
          must be given written notice by the Administrator that such loan
          indebtedness is to be so paid in whole or part from his Participant's
          Combined Account. If the Participant or Beneficiary does not agree
          that the loan indebtedness is a valid claim against his Vested
          Participant's Combined Account, he shall be entitled to a review of
          the validity of the claim in accordance with procedures provided in
          Sections 2.7 and 2.8.

               (c) This provision shall not apply to a "qualified domestic
          relations order" defined in Code Section 414(p), and those other
          domestic relations



<PAGE>   82
          orders permitted to be so treated by the Administrator under the
          provisions of the Retirement Equity Act of 1984. The Administrator
          shall establish a written procedure to determine the qualified status
          of domestic relations orders and to administer distributions under
          such qualified orders. Further, to the extent provided under a
          "qualified domestic relations order," a former spouse of a Participant
          shall be treated as the spouse or surviving spouse for all purposes
          under the Plan.

10.3 CONSTRUCTION OF PLAN

          This Plan and Trust shall be construed and enforced according to the
Act and the laws of the State of Indiana, other than its laws respecting choice
of law, to the extent not preempted by the Act.

10.4 GENDER AND NUMBER

          Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

10.5 LEGAL ACTION

          In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

10.6 PROHIBITION AGAINST DIVERSION OF FUNDS

               (a) Except as provided below and otherwise specifically permitted
          by law, it shall be impossible by operation of the Plan or of the
          Trust, by termination of either, by power of revocation or amendment,
          by the happening of any contingency, by collateral arrangement or by
          any other means, for any part of the corpus or income of any trust
          fund maintained pursuant to the Plan or any funds contributed thereto
          to be used for, or diverted to, purposes other than the exclusive
          benefit of Participants, Retired Participants, or their Beneficiaries.

               (b) In the event the Employer shall make an excessive
          contribution under a mistake of fact pursuant to Act Section
          403(c)(2)(A), the Employer may demand


<PAGE>   83
          repayment of such excessive contribution at any time within one (1)
          year following the time of payment and the Trustees shall return such
          amount to the Employer within the one (1) year period. Earnings of the
          Plan attributable to the excess contributions may not be returned to
          the Employer but any losses attributable thereto must reduce the
          amount so returned.

10.7 BONDING

          Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

10.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          Neither the Employer, the Administrator, nor the Trustee, nor their
successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

10.9 INSURER'S PROTECTIVE CLAUSE

          Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.


<PAGE>   84
10.10 RECEIPT AND RELEASE FOR PAYMENTS

          Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary,
guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.

10.11 ACTION BY THE EMPLOYER

          Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan or as accepted by or assigned to them pursuant to any
procedure provided under the Plan, including but not limited to any agreement
allocating or delegating their responsibilities, the terms of which are
incorporated herein by reference. In general, unless otherwise indicated herein
or pursuant to such agreements, the Employer shall have the duties specified in
Article II hereof, as the same may be allocated or delegated thereunder,
including but not limited to the responsibility for making the contributions
provided for under Section 4.1; and shall have the authority to appoint and
remove the Trustee and the Administrator; to formulate the Plan's "funding
policy and method"; and to amend or terminate, in whole or in part, the Plan.
The Administrator shall have the responsibility for the administration of the
Plan, including but not limited to the items specified in Article II of the
Plan, as the same may be allocated or delegated thereunder. The Trustee shall
have the responsibility of management and control of the assets held under the
Trust, except to the extent directed pursuant to Article II or with respect to
those assets, the management of which has been assigned to an Investment
Manager, who shall be solely responsible for the management of the assets
assigned to it, all as specifically provided in the Plan and any agreement with
the Trustee. Each named Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction, information
or action. Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not required under the Plan to inquire


<PAGE>   85
into the propriety of any such direction, information or action. It is intended
under the Plan that each named Fiduciary shall be responsible for the proper
exercise of its own powers, duties, responsibilities and obligations under the
Plan as specified or allocated herein. No named Fiduciary shall guarantee the
Trust Fund in any manner against investment loss or depreciation in asset value.
Any person or group may serve in more than one Fiduciary capacity. In the
furtherance of their responsibilities hereunder, the "named Fiduciaries" shall
be empowered to interpret the Plan and Trust and to resolve ambiguities,
inconsistencies and omissions, which findings shall be binding, final and
conclusive.

10.13 HEADINGS

          The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

10.14 APPROVAL BY INTERNAL REVENUE SERVICE

               (a) Notwithstanding anything herein to the contrary,
          contributions to this Plan are conditioned upon the initial
          qualification of the Plan under Code Section 401. If the Plan receives
          an adverse determination with respect to its initial qualification,
          then the Plan may return such contributions to the Employer within one
          year after such determination, provided the application for the
          determination is made by the time prescribed by law for filing the
          Employer's return for the taxable year in which the Plan was adopted,
          or such later date as the Secretary of the Treasury may prescribe.

               (b) Notwithstanding any provisions to the contrary, except
          Sections 3.5, 3.6, and 4.1(d), any contribution by the Employer to the
          Trust Fund is conditioned upon the deductibility of the contribution
          by the Employer under the Code and, to the extent any such deduction
          is disallowed, the Employer may, within one (1) year following the
          disallowance of the deduction, demand repayment of such disallowed
          contribution and the Trustee shall return such contribution within one
          (1) year following the disallowance. Earnings of the Plan attributable
          to the excess contribution may not be returned to the Employer, but
          any losses attributable thereto must reduce the amount so returned.

10.15 UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.


<PAGE>   86
          IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

Signed, sealed, and delivered
in the presence of:

                                            Tower Financial Corporation


/s/ Judy Wilmer                             By /s/ Kevin J. Himmelhaver
----------------------------                   ---------------------------------
                                                EMPLOYER

Judy Wilmer
----------------------------
WITNESSES AS TO EMPLOYER


                                            ATTEST  /s/ Judy Wilmer
                                                    ----------------------------


/s/ Judy Wilmer                             /s/ Kevin J. Himmelhaver (SEAL)
----------------------------                ------------------------
                                            TRUSTEE

Judy Wilmer
----------------------------
WITNESSES AS TO TRUSTEE



/s/ Judy Wilmer                             /s/ Donald F. Schenkel  (SEAL)
----------------------------                ----------------------
                                            TRUSTEE

Judy Wilmer
----------------------------
WITNESSES AS TO TRUSTEE



/s/ Judy Wilmer                              /s/ Curtis A. Brown (SEAL)
----------------------------                 ---------------------------------
                                             TRUSTEE

Judy Wilmer
----------------------------
WITNESSES AS TO TRUSTEE

<PAGE>   87
                            AMENDMENT NUMBER ONE TO
                                TOWER FINANCIAL
                                  401(K) PLAN



         THIS AMENDMENT, Tower Financial Corporation (the Corporation), made
effective at the date of execution specified below, to amend the Tower Financial
401(k) Plan (the Plan).

         WITNESSETH:

         WHEREAS:  Tower Financial Corporation established the Plan effective
March 1, 1999.


         WHEREAS:  The Corporation effective July 1, 2000 has amended the Plan
document to allow for the purchase of Tower Financial Stock.

         NOW THEREFORE, the Plan shall be and by these presents is Amended as
follows:

         Effective July 1, 2000, the plan shall allow for the purchase of Tower
Financial Stock.

         IN WITNESS WHEREOF, Tower Financial 401(k) Plan has caused its name to
be signed hereto by its duly authorized Trustees to evidence its acceptance of
this Amendment, this:

_______19th___________ day of ________July________, 2000.





Employer:                                            Trustee:

By:  /s/ Kevin J. Himmelhaver                        By:  /s/ Donald F. Schenkel
     -------------------------                            ----------------------
         Kevin J. Himmelhaver                                 Donald F. Schenkel