LIBERTY FINANCIAL COMPANIES, INC.


                            SAVINGS AND INVESTMENT PLAN
                            ---------------------------

                          Restated Effective July 1, 1998








                                                                    August, 1998


                                                                       Exec.Ver.


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                                 TABLE OF CONTENTS

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<S>             <C> <C>                                                       <C>
ARTICLE 1       X   INTRODUCTION

                    1.1    Amendment of Plan                                   1
                    1.2    Plan                                                1
                    1.2.A  Plan Mergers                                        1
                    1.3    Purpose of Plan                                     2
                    1.4    Application of Prior Provisions of Plan             2


ARTICLE 2       X   DEFINITIONS

                    2.1    "Account"                                           3
                    2.2    "Affiliated Company"                                3
                    2.2.A  "After Tax Contribution Account"                    3
                    2.3    "Annual Addition"                                   4
                    2.4    "Armed Forces Leave of Absence"                     4
                    2.5    "Beneficiary"                                       4

                    2.6    "Board of Directors"                                4
                    2.7    "Break in Service                                   4
                    2.8    "Code"                                              5
                    2.9    "Company"                                           5
                    2.10   "Discretionary Contribution"                        5

                    2.11   "Discretionary Contribution Account"                5
                    2.12   "Effective Date"                                    5
                    2.13   AElective Contribution"                             5
                    2.14   "Elective Contribution Account"                     5
                    2.15   "Eligible Employee"                                 6

                    2.16   "Employee"                                          6
                    2.17   "Employer"                                          6
                    2.18   "Employment Commencement Date"                      6
                    2.19   "Entry Date"                                        6
                    2.20   "ERISA"                                             6


                                      (i)

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                    2.21   "Fiduciaries"                                       6
                    2.22   "Highly Compensated Participant"                    7
                    2.23   "Highly Compensated Employee"                       7
                    2.24   "Hour of Service"                                   7
                    2.25   "Limitation Year"                                   7

                    2.26   "Matching Contribution"                             7
                    2.27   "Matching Contribution Account"                     7
                    2.28   "Maternity/Paternity Leave of Absence"              7
                    2.29   "Named Fiduciaries"                                 8
                    2.30   "Normal Retirement Date"                            8

                    2.31   "Participant"                                       8
                    2.32   "Participating Employer"                            8
                    2.33   "Plan"                                              9
                    2.34   "Plan Administrator"                                9
                    2.35   "Plan Year"                                         9

                    2.36   "Qualified Domestic Relations Order"                9
                    2.37   "Rollover Account"                                  9
                    2.38   "Share of the Trust Fund"                          10
                    2.38A  "Service Termination Date"                         10
                    2.39   "Total Compensation"                               10

                    2.40   "Trust"                                            11
                    2.41   "Trust Fund"                                       11
                    2.42   "Trustee" or "Trustees"                            11
                    2.43   "Valuation Date"                                   12
                    2.44   "Year of Service for Vesting"                      12


ARTICLE 3       X   ADMINISTRATION

                    3.1    Allocation of Responsibility Among
                              Fiduciaries for Plan and Trust
                              Administration                                  13
                    3.2    Administration                                     14


                                      (ii)
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                    3.3    Claims Procedure                                   14
                    3.4    Records and Reports                                15
                    3.5    Other Administrative Powers and Duties             15

                    3.6    Rules and Decisions                                17
                    3.7    Reliance on Tables, etc.                           17
                    3.8    Procedures                                         17
                    3.9    Authorization of Withdrawals and
                              Distributions                                   17
                    3.10   Rules and Procedures for Withdrawals
                              and Distributions                               17

                    3.11   Indemnification of Plan Administrator              18


ARTICLE 4       X   PARTICIPATION

                    4.1    Participation                                      19
                    4.2    Cessation of Participation                         19
                    4.3    Breaks in Service                                  19


ARTICLE 5       X   CONTRIBUTIONS

                    5.1    Elective Contributions                             20
                    5.2    Compensation Reduction Authorizations              20
                    5.3    Revocation or Change of Compensation
                              Deductions                                      20
                    5.4    Matching Contributions                             21
                    5.5    Discretionary Contributions                        21

                    5.6    Treatment of Forfeitures                           21
                    5.7    Maximum Amount of Contributions                    22
                    5.8    Return of Contributions                            22
                    5.9    Nondiscrimination Requirements                     23
                    5.10   Adjustments by Plan Administrator                  23


                                     (iii)
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                    5.11   Distribution of Excess Contributions               24
                    5.12   Distribution of Excess Deferrals                   25


ARTICLE 6       X   TRUST FUND AND INVESTMENTS

                    6.1    Investment Funds Within the Trust Fund             26
                    6.2    Selection of Investment Funds                      26
                    6.2.A  Certain Self-Managed Accounts                      27


ARTICLE 7       X   PARTICIPANT ACCOUNTS AND LIMITATIONS
                    ON ANNUAL ADDITIONS

                    7.1    Accounts                                           28
                    7.2    Adjustment of Accounts                             28
                    7.3    Limitations                                        28


ARTICLE 8       X   RIGHTS TO BENEFITS

                    8.1    Normal Retirement                                  31
                    8.2    Disability Retirement                              31
                    8.3    Death                                              31
                    8.4    Other Termination of Employment                    34
                    8.5    Election of Former Vesting Schedule                35

                    8.6    Forfeitures                                        36


                                      (iv)
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ARTICLE 9       X   DISTRIBUTION OF BENEFITS

                    9.1    Payment Upon Retirement, Disability,
                              or Termination of Employment                    38
                    9.2    Payment Upon Death                                 38
                    9.3    Amount of Distribution                             38
                    9.4    Consent to Distributions Before Age 702            38
                    9.5    Latest Commencement of Benefits                    39

                    9.6    Forms of Distribution                              41
                    9.7    Notice to Trustee                                  42
                    9.8    Direct Rollovers                                   43


ARTICLE 10      X   IN-SERVICE WITHDRAWALS

                    10.1   Hardship Withdrawals                               45
                    10.1A  Age 59-1/2 Withdrawals                             47
                    10.2   Subsequent Distributions                           48


ARTICLE 11      X   LOANS

                    11.1   Requests for Loans                                 49
                    11.2   Rules and Procedures                               49
                    11.3   Maximum Amount of Loan                             49
                    11.4   Note; Security; Interest                           50
                    11.5   Repayment                                          51

                    11.6   Repayment Upon Distribution                        51
                    11.7   Note as Trust Asset                                52
                    11.8   Adjustment of Accounts                             52
                    11.9   Nondiscrimination                                  52


                                      (v)

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ARTICLE 12      X   TOP HEAVY PROVISIONS

                    12.1   Special Contribution for Top Heavy Plan Years      54
                    12.2   Adjustment to Limitation on Annual Additions       54
                    12.3   Definitions                                        55


ARTICLE 13      X   AMENDMENT AND TERMINATION

                    13.1   Amendment                                          58
                    13.1A  Certain Amendments Regarding Acquisitions
                              and Administrative Matters                      59
                    13.2   Termination                                        59
                    13.3   Distributions Upon Termination of the Plan         60
                    13.4   Merger or Consolidation of Plan;
                              Transfer of Plan Assets                         60

                    13.5   Participating Employer Ceasing to be
                              Affiliated With The Company                     60


ARTICLE 14      X   ROLLOVER CONTRIBUTIONS

                    14.1   Transfer of Amount Distributed from
                              Another Qualified Plan                          62
                    14.2   Transfer of Amount Distributed from
                              a Rollover IRA                                  63
                    14.3   Monitoring of Rollovers                            64
                    14.4   Treatment of Transferred Amount Under the Plan     65


                                      (vi)
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ARTICLE 15      X   MISCELLANEOUS

                    15.1   Limitation of Rights                               65
                    15.2   Nonalienability of Benefits                        65
                    15.3   Information Between Plan Administrator
                              and Trustee                                     66
                    15.4   Payment Under Qualified Domestic
                              Relations Order                                 66
                    15.5   Payment of Benefit for Disabled or
                              Incapacitated Person                            67

                    15.6   Telephonic and/or Electronic Transactions          68
                    15.7   Temporary Suspensions of Transactions              68
                    15.8   Governing Law                                      68
                    15.9   Acquisitions                                       68
</TABLE>


                                     (vii)
                                                                    Savings Plan
                                                                      Exec. Ver.
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                                    ARTICLE 1
                                  INTRODUCTION


1.1       Amendment of Plan. Pursuant to the provisions of Article 13 of the
          Liberty Financial Companies, Inc. Savings and Investment Plan and
          Trust, Liberty Financial Companies, Inc., hereby amends, restates and
          continues said Plan and Trust by striking out the present provisions
          thereof and by substituting therefore the provisions of the Plan
          hereinafter set forth. Except as otherwise specifically provided, the
          changes contained herein are effective as of July 1, 1998; provided,
          however, any changes required by the Tax Reform Act of 1986 or any
          other applicable law are effective as of the dates required under said
          laws.

1.2       Plan. This Plan is intended to qualify as a profit-sharing plan and
          trust under Section 401(a) of the Internal Revenue Code of 1986
          (without regard to current or accumulated profits pursuant to Section
          401(a)(27) of the Code), and the cash or deferred arrangement and the
          matching contribution features of the Plan are intended to qualify
          under Sections 401(k) and 401(m), respectively, of the Code. Subject
          to the provisions of Sections 5.8, no part of the corpus or income of
          the Trust will be used for or diverted to purposes other than for the
          exclusive benefit of each Participant and Beneficiary.

1.2.A.    Plan Mergers. Effective July 1, 1998, the Stein, Roe & Farnham
          Retirement Plan and the Keyport Life Insurance Company Savings and
          Investment Plan are merged into and become a part of this Plan.
          Effective September 1, 1998, the Colonial Profit Sharing Plan is
          merged into and becomes a part of this Plan. Upon such merger the
          accounts and investments maintained under such prior plans shall be
          transferred to and held pursuant to the provisions of this Plan.

1.3       Purpose of Plan. The purpose of the Plan is to provide retirement
          income to Eligible Employees through a program of voluntary
          tax-deferred contributions matched in part


                                      -1-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

          by supplemental Participating Employer contributions, as well as
          discretionary contributions made by Participating Employers.

1.4       Application of Prior Provisions of Plan. Except as otherwise
          explicitly provided herein, the rights to benefits of persons who were
          participants in the Plan before July 1, 1998 (September 1, 1998 in the
          case of the Colonial Profit Sharing Plan) and who are not employed by
          the Employer on or after that date will be determined in accordance
          with the provisions of the Plan as in effect from time to time prior
          to that date.

                                      -2-
                                                                    Savings Plan
                                                                      Exec. Ver.
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                                    ARTICLE 2
                                   DEFINITIONS


Whenever used herein, a pronoun or adjective in the masculine gender includes
the feminine gender, the singular includes the plural, and the following terms
have the following meanings unless a different meaning is clearly required by
context:

2.1       "Account" means, for each Participant, his After-Tax Contribution
          Account, his Elective Contribution Account, his Matching Contribution
          Account, his Discretionary Contribution Account, his Rollover Account,
          and any other account the Plan Administrator determines is necessary
          for the proper administration of the Plan.

2.2       "Affiliated Company" means any corporation, trust, association or
          enterprise (other than the Company) which is:

          (a)  required to be considered, together with the Company, as one
               employer pursuant to the provisions of Sections 414(b), 414(c),
               414(m) or 414(o) of the Code; or

          (b)  which is designated an Affiliated Employer by the Company.

          The term "Affiliated Company" shall not include any corporation or
          unincorporated trade or business prior to the date on which such
          corporation, trade or business satisfies the affiliation or control
          tests of (a) above. In identifying "Affiliated Companies" for purposes
          of Section 7.3, the definitions in Sections 414(b) and (c) of the Code
          shall be modified as provided in Section 415(h) of the Code.

                                      -3-
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                                                                      Exec. Ver.
<PAGE>


2.2.A.    "After-Tax Contribution Account" means for any Participant the Account
          maintained for a Participant with respect to any after-tax
          contributions he may have made to the Plan (or a plan which has been
          merged with this Plan) prior to July 1, 1998. After-tax contributions
          are no longer permitted under this Plan.

2.3       "Annual Addition" means, in the case of any Participant, the sum for
          any Limitation Year of all Elective Contributions, Matching
          Contributions and Discretionary Contributions, and forfeitures
          credited to the Participant's Account for such year.

2.4       "Armed Forces Leave of Absence" means for the purpose of the Plan,
          service in the Armed Forces of the United States for any period
          prescribed under any applicable federal or state law during which the
          Participant has reemployment rights with the Employer, provided that
          the Participant shall have returned to the service of the Employer
          within 90 days after final release from active duty or within such
          longer period as may be prescribed by federal or state law then in
          force.

2.5       "Beneficiary" means the person or persons entitled under Section 8.3
          to receive benefits under the Plan upon the death of the Participant.

2.6       "Board of Directors" means the Board of Directors of the Company. The
          Board of Directors may allocate and delegate its fiduciary
          responsibilities, or may designate others to carry out its fiduciary
          responsibilities, in accordance with Section 405 of ERISA.

2.7       "Break in Service" means a 12-consecutive-month period commencing on
          an Employee's Service Termination Date (or anniversary thereof) during
          which such individual does not complete an Hour of Service.

                                      -4-
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                                                                      Exec. Ver.
<PAGE>


2.8       "Code" means the Internal Revenue Code of 1986, as amended from time
          to time. Reference to any section or subsection of the Code includes
          reference to any comparable or succeeding provisions of any
          legislation which amends, supplements or replaces such section or
          subsection.

2.9       "Company" means Liberty Financial Companies, Inc., a corporation
          organized and existing under the laws of the Commonwealth of
          Massachusetts, and any successor to all or a major portion of its
          assets or business which assumes the obligations of the Company under
          the Plan.

2.10      "Discretionary Contribution" means the contribution made by a
          Participating Employer on behalf of a Participant under Section 5.5.

2.11      "Discretionary Contribution Account" means, for any Participant, the
          account described in Section 7.1 to which Discretionary Contributions
          for the Participant's benefit (and earnings attributable thereto) are
          credited.

2.12      "Effective Date" means July 1, 1998, with respect to this amended and
          restated Plan.

2.13      "Elective Contribution" means, in the case of any Participant, a
          contribution made for the benefit of the Participant under Section
          5.1.

2.14      "Elective Contribution Account" means, for any Participant, the
          account described in Section 7.1 to which Elective Contributions for
          the Participant's benefit (and earnings attributable thereto) are
          credited.

                                      -5-
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                                                                      Exec. Ver.
<PAGE>


2.15      "Eligible Employee" means any Employee employed by a Participating
          Employer except for a temporary employee (an employee hired to work on
          a project or other matter for a period which is expected to last less
          than 6 months), an intern, a co-op employee or an employee residing in
          Puerto Rico.

2.16      "Employee" means any individual employed by the Employer. "Employee"
          also includes any leased employee (as defined in Section 414(n) of the
          Code) of the Employer, but solely for purposes of determining his
          service for eligibility and vesting purposes and in applying the
          limitations of Section 7.3. No leased employee may become a
          Participant hereunder unless he becomes an Eligible Employee.

2.17      "Employer" means the Company and all Affiliated Companies.

2.18      "Employment Commencement Date" means the first date on which an
          Employee performs an Hour of Service.

2.19      "Entry Date" means, with respect to each Employee each January 1 and
          July 1.

2.20      "ERISA" means the Employee Retirement Income Security Act of 1974, as
          from time to time amended and any successor statute or statutes of
          similar import.

2.21      "Fiduciaries" means the Named Fiduciaries and any other party
          designated as Fiduciaries by the Named Fiduciaries in accordance with
          the powers described herein, but only with respect to the specific
          responsibilities of each in connection with the Plan and Trust.

                                      -6-
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                                                                      Exec. Ver.
<PAGE>


2.22      "Highly Compensated Participant" means a Participant who is a Highly
          Compensated Employee.

2.23      "Highly Compensated Employee" means an Employee who, for a Plan Year,
          is a highly compensated employee within the meaning of Section 414(q)
          of the Code.

2.24      "Hour of Service" means each hour for which the Employee is directly
          or indirectly paid, or entitled to payment, for the performance of
          duties for the Employer, each such hour to be credited to the Employee
          for the Computation Period in which the duties were performed. In any
          event, Hours of Service shall be credited hereunder in accordance with
          Section 2530.200(b)-2 of the Department of Labor Regulations which are
          incorporated herein by reference.

2.25      "Limitation Year" means the calendar year.

2.26      "Matching Contribution" means, in the case of any Participant, any
          contribution made for the benefit of the Participant under Section
          5.4.

2.27      "Matching Contribution Account" means, for any Participant, the
          account described in Section 7.1 to which Matching Contributions for
          the Participant's benefit (and earnings attributable thereto) are
          credited.

2.28      "Maternity/Paternity Leave of Absence" means a period of absence from
          an Employer that begins for any of the following reasons:

          (a)  the Employee's pregnancy;

          (b)  birth of the Employee's child;

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

                                      -7-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

          (d)  the caring for such child for a period beginning immediately
               following such birth or placement; provided, however, that in
               order for an Employee's absence to qualify as a
               Maternity/Paternity Leave of Absence, the Plan Administrator may
               require the Employee to furnish such information (in such form
               and at such time as it may reasonably require) establishing that
               the absence from work is an absence described hereunder.

2.29      "Named Fiduciaries" means the Plan Administrator, Trustee, and the
          investment committee if appointed pursuant to Section 6.1.

2.30      "Normal Retirement Date" means the date on which the Participant
          attains age 65.

2.31      "Participant" means each Eligible Employee who participates in the
          Plan in accordance with Article 4 hereof.

2.32      "Participating Employer" means the Company and any other Affiliated
          Company which adopts the Plan with the approval of the Company. The
          Participating Employers as of July 1, 1998 are identified as
          signatories of this document at the end hereof.

                                      -8-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

2.33      "Plan" means the Liberty Financial Companies, Inc. Savings and
          Investment Plan set forth herein, together with any and all amendments
          and supplements hereto.

2.34      "Plan Administrator" means the committee appointed by the Board of
          Directors to administer the Plans maintained hereunder, and shall have
          the authority provided in Article 3.

2.35      "Plan Year" shall mean the calendar year.

2.36      "Qualified Domestic Relations Order" means any judgment, decree or
          order (including approval of a property settlement agreement) which

          (a)  relates to the provision of child support, alimony payments, or
               marital property rights to a spouse, former spouse, child or
               other dependent of a Participant;

          (b)  is made pursuant to a state domestic relations law (including a
               community property law); and

          (c)  constitutes a "qualified domestic relations order" within the
               meaning of Section 414(p) of the Code.

2.37      "Rollover Account" means, for any Employee, an account to which cash
          is transferred pursuant to Section 14.1 or 14.2.

                                      -9-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


2.38      "Share of the Trust Fund" means, in the case of each Participant, that
          portion of the Trust's assets which is allocated to the Accounts of
          the Participant in accordance with Article 7 of the Plan.

2.38A     "Service Termination Date" means the earliest of the following:

               (a)  the date on which the Employee resigns, is discharged or is
                    terminated, or retires from employment with the Employer;

               (b)  the date the Employee dies;

               (c)  the first anniversary of the date on which the Employee
                    starts an authorized leave of absence or is absent for any
                    other reason other than a Maternity/Paternity Leave of
                    Absence; and

               (d)  the second anniversary of the date on which the Employee
                    commenced a Maternity/Paternity Leave of Absence, if such
                    Employee has not yet returned to work with the Employer.

2.39      "Total Compensation" means, in the case of each Employee and for each
          Plan Year, base pay, performance-based bonuses and incentives,
          commissions, overrides, overtime pay, vacation pay, and sick pay
          (i.e., salary continuation) received by the Employee from the Employer
          during the Plan Year for services rendered during such Year, plus any
          amounts that would have been received by the Employee from the
          Employer during the Plan Year except for any compensation reduction
          authorization described in Section 5.2 or any other election under
          Section 125, 401(k), 402(h), or 403(b) of the Code. "Total
          Compensation" does not include any other form of cash, property or
          "imputed" income provided by the Employer to the Employee, including
          without limitation the following: Employer contributions under this
          Plan or any other employee benefit plan, fund, program or arrangement,
          whether now or hereafter established; moving,


                                      -10-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

          automobile or other expense reimbursements or allowances; severance
          pay; trip awards, personal use of company car, group term life
          insurance, or other imputed compensation; sign on or stay bonuses;
          long term incentive bonuses; employee referral fees or other cash
          awards; tuition aid; outplacement services or other layoff benefits;
          employee gifts or other property; generally, any amounts received
          after termination of employment which the plan administrator
          determines are not payment for the performance of services; and other
          items not includable as compensation under Treasury Regulation Section
          1.415-2(d)(2). In no event shall an Employee's Total Compensation in
          any Plan Year exceed, for purposes of this Plan, $160,000 or such
          larger amount as the Secretary of the Treasury may determine for such
          Plan Year under Section 401(a)(17) of the Code.

2.40      "Trust" means the trust established between the Company and Trustees.

2.41      "Trust Fund" means the property held in trust by the Trustee for the
          benefit of Participants, former Participants and their Beneficiaries.

2.42      "Trustee" or "Trustees" means the persons who have executed this Trust
          as Trustee and any successor trustee or trustees, and any additional
          trustee or trustees.

                                      -11-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


2.43      "Valuation Date" means the last business day of each Plan Year and
          such other day or days as may be specified by the Plan Administrator.

2.44      "Year of Service for Vesting" means with respect to any Employee, all
          periods of employment with the Employer, whether or not consecutive,
          measured from the Employee's Employment Commencement Date and ending
          on his Service Termination Date. Years of Service for Vesting shall
          also include the period following his Service Termination Date,
          provided he is reemployed by the Employer prior to incurring a Break
          in Service.

          This Section shall be subject to the reinstatement of service
          provision of Section 8.6(b).

                                      -12-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

                                    ARTICLE 3
                                 ADMINISTRATION


3.1       Allocation of Responsibility Among Fiduciaries for Plan and Trust
          Administration. The Fiduciaries shall have only those specific powers,
          duties, responsibilities, and obligations as are specifically given or
          delegated to them under the Plan or the Trust. The Participating
          Employers shall have the sole responsibility for making the
          contributions under the Plan as specified in Article 5, and the
          Company shall have the sole authority to appoint and remove the Plan
          Administrator, any Trustee or Trustees, and any investment manager
          which may be provided for under the Trust, and to amend or terminate,
          in whole or in part, the Plan or the Trust. The Plan Administrator
          shall have the sole responsibility for the administration of the Plan,
          which responsibility is specifically described in the Plan and the
          Trust. The Trustee shall have the responsibilities as specifically
          provided in the Trust. Each Fiduciary warrants that any directions
          given, information furnished, or action taken by it shall be in
          accordance with the provisions of the Plan or the Trust, as the case
          may be, authorizing or providing for such direction, information or
          action. Furthermore, each Fiduciary may rely upon any direction,
          information or action of another Fiduciary as being proper under the
          Plan or the Trust, and is not required under the Plan or the Trust to
          inquire into the propriety of any direction, information or action. It
          is intended under the Plan and the Trust that each Fiduciary shall be
          responsible for the proper exercise of its own powers, duties,
          responsibilities and obligations under the Plan and the Trust and
          shall not be responsible for any act or failure to act of another
          Fiduciary. No Fiduciary guarantees the Trust in any manner against
          investment loss or depreciation in asset value.

                                      -13-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


3.2       Administration. The Plan shall be administered by the Plan
          Administrator, which may appoint or employ persons to assist in the
          administration of the Plan and may appoint or employ any other agents
          it deems advisable, including legal counsel, actuaries, auditors,
          bookkeepers and recordkeepers to serve at the Plan Administrator's
          direction. All usual and reasonable expenses of the Plan and the Plan
          Administrator may be paid in whole or in part by the Company, and any
          expenses not paid by the Company shall be paid by the Trustee out of
          the Trust Fund.

3.3       Claims Procedure. The Plan Administrator, or a party designated by the
          Plan Administrator, shall make all determinations as to the right of
          any person to a distribution under the Plan. If a request for a Plan
          distribution by a Participant or Beneficiary is wholly or partially
          denied, the Plan Administrator, or the designated party, will provide
          such claimant a comprehensible written notice setting forth:

          (a)  the specific reason or reasons for such denial;

          (b)  specific reference to pertinent Plan provisions on which the
               denial is based;

          (c)  a description of any additional material or information necessary
               for the claimant to submit to perfect the claim and an
               explanation of why such material or information is necessary; and

          (d)  a description of the Plan's claim review procedure and the fact
               that the review procedure is available upon written request by
               the claimant to the Plan Administrator, or the designated party,
               within 60 days after receipt by the claimant of written notice of
               the denial of the claim, and includes the right to examine
               pertinent documents and submit issues and comments in writing to
               the Plan Administrator or the designated party.

                                      -14-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          Such written notice will be given within 90 days after the claim is
          received by the Plan Administrator (or within 180 days, if special
          circumstances require an extension of time for processing the claim,
          and if written notice of such extension and circumstances is given to
          the claimant within the initial 90-day period). If such notification
          is not given within such period, the claim will be considered denied
          as of the first day of such period and such person may request a
          review of his claim. The decision on review will be made within 60
          days after receipt of the request for review, unless circumstances
          warrant an extension of time not to exceed an additional 60 days (and
          unless written notice of such extension and circumstances is given to
          the claimant within the initial 60-day period), and shall be in
          writing and drafted in a manner calculated to be understood by the
          claimant, and include specific reasons for the decision with
          references to the specific Plan provisions on which the decision is
          based.

3.4       Records and Reports. The Plan Administrator shall exercise such
          authority and responsibility as it deems appropriate in order to
          comply with ERISA and government regulations issued thereunder
          relating to records of Participants' service and benefits;
          notifications to Participants; reports to, or registration with, the
          Internal Revenue Service; reports to the Department of Labor; and such
          other documents and reports as may be required by ERISA.

3.5       Other Administrative Powers and Duties. The Plan Administrator shall
          have such powers and duties, in addition to those powers and duties
          set forth elsewhere herein, as may be necessary to discharge its
          functions hereunder, including the following:

          (a)  to construe and interpret the Plan, decide all questions of
               eligibility and determine the amount, manner and time of payment
               of any distributions

                                      -15-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          hereunder to the fullest extent provided by law; any interpretations
          or decisions so made will be conclusive and binding on all persons
          having an interest in the Plan;

          (b)  to prescribe procedures to be followed by Participants or
               Beneficiaries requesting distributions or withdrawals;

          (c)  to prepare and distribute, in such manner as the Plan
               Administrator determines to be appropriate, information
               explaining the Plan, which shall include providing Participants
               not less frequently than annually with periodic statements of
               their accounts;

          (d)  to receive from Employees and agents such information as shall be
               necessary for the proper administration of the Plan;

          (e)  to receive, review and keep on file (as it deems convenient or
               proper) reports of the financial condition, and of the receipts
               and disbursements, of the Trust from the Trustee; and

          (f)  to designate or employ persons to carry out any of the Plan
               Administrator's fiduciary duties or responsibilities under the
               Plan.

                                      -16-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


3.6       Rules and Decisions. The Plan Administrator may adopt such rules,
          regulations and procedures as it deems necessary, desirable or
          appropriate. All decisions of the Plan Administrator shall be
          uniformly and consistently applied to all Participants in similar
          circumstances. When making a determination or calculation, the Plan
          Administrator shall be entitled to rely upon information furnished by
          a Participant or Beneficiary, the legal counsel of the Plan
          Administrator, an Employer or the Trustee.

3.7       Reliance on Tables, etc. In administering the Plan, the Plan
          Administrator will be entitled, to the extent permitted by law, to
          rely conclusively on all tables, valuations, certificates, opinions
          and reports which are furnished by any accountant, trustee, counsel or
          other expert who is employed or engaged by the Plan Administrator or
          by the Company on the Plan Administrator's behalf.

3.8       Procedures. The Plan Administrator shall keep all necessary records
          and forward all necessary communications to the Trustee.

3.9       Authorization of Withdrawals and Distributions. The Plan Administrator
          or its agent shall issue and/or approve directions, instructions
          and/or procedures to the Trustee concerning all withdrawals and
          distributions which are to be made from the Trust pursuant to the
          provisions of the Plan, and shall warrant that all such directions are
          in accordance with the Plan.

3.10      Rules and Procedures for Withdrawals and Distributions. The Plan
          Administrator may require a Participant request a withdrawal or
          distribution pursuant to rules and procedures it may establish from
          time to time. The Plan Administrator may rely upon all such
          information so furnished it, including the Participant's current
          mailing address.

                                      -17-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


3.11      Indemnification of Plan Administrator. The Company agrees to indemnify
          and to defend to the fullest extent permitted by law any Employee
          serving as Plan Administrator (including any Employee who formerly
          served as a Plan Administrator) against all liabilities, damages,
          costs and expenses (including attorneys' fees and amounts paid in
          settlement of any claims approved by the Company) occasioned by an act
          or omission to act in connection with the Plan, if such act or
          omission is in good faith.

                                      -18-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                    ARTICLE 4
                                  PARTICIPATION


4.1       Participation. Each person who was a Participant in the Liberty
          Financial Companies, Inc. or the Keyport Life Insurance Company
          Savings Plan and Trust as of June 30, 1998, will continue to be a
          Participant on July 1, 1998. Any other Employee will become a
          Participant on the Entry Date next following his date of hire provided
          that he is an Eligible Employee on such Entry Date.

4.2       Cessation of Participation. A Participant will cease to be a
          Participant as of the earlier of

          (a)  the date on which he ceases to be an Eligible Employee; or

          (b)  the date on which the Plan terminates.

4.3       Breaks in Service.

          (a)  If an Employee who has ceased to be a Participant pursuant to
               Section 4.2 again becomes an Eligible Employee, he will
               immediately become a Participant in the Plan.

          (b)  If an Employee who was not a Participant and who terminates
               employment with the Company and all Affiliated Companies again
               becomes an Employee, he shall become a Participant on the Entry
               Date next following his Date of Hire.

                                      -19-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                    ARTICLE 5
                                  CONTRIBUTIONS


5.1       Elective Contributions. On behalf of each Participant for whom there
          is in effect, for any pay period, a compensation reduction
          authorization described in Section 5.2, and who is receiving Total
          Compensation from a Participating Employer during such pay period,
          such Participating Employer will contribute to the Trust, as an
          Elective Contribution, an amount equal to the amount by which such
          Total Compensation was reduced pursuant to the compensation reduction
          authorization.

5.2       Compensation Reduction Authorizations. For purposes of Section 5.1, a
          "compensation reduction authorization" is an authorization from an
          Eligible Employee to a Participating Employer which satisfies the
          requirements of this Section 5.2. Each such authorization shall
          provide that the Participant's Total Compensation from the
          Participating Employer will be reduced by a number of whole percentage
          points between 1% and 19%, inclusive, elected by the Participant, and
          that the Participating Employer will contribute such amount to the
          Trust as an Elective Contribution on behalf of such Participant. Each
          such authorization shall be made pursuant to procedures prescribed or
          approved by the Plan Administrator and shall be irrevocable while the
          authorization is in effect.

5.3       Revocation or Change of Compensation Deductions. A Participant may
          change or revoke his compensation reduction authorization effective as
          of any pay period. A Participant who has revoked his compensation
          reduction authorization may reinstate his prior reduction
          authorization as of any subsequent pay period. Any such revocation,
          change or reinstatement shall be made pursuant to procedures
          prescribed or approved by the Plan Administrator.

                                      -20-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


5.4       Matching Contributions. For each pay period, each Participating
          Employer will contribute to the Trust, for the benefit of each
          Participant employed by the Participating Employer (including a former
          Participant who ceased to be a Participant during the month), a
          Matching Contribution equal to 75 percent of such portion of the
          Participant's Elective Contributions for the pay period as does not
          exceed six percent of the Participant's Total Compensation for the pay
          period from the Participating Employer.

5.5       Discretionary Contributions. For each Plan Year each Participating
          Employer will contribute to the Trust such amount of Discretionary
          Contributions, if any, as it determines. Except as hereafter provided,
          as of the last business day of each Plan Year, each Participating
          Employer's Discretionary Contribution for such year will be allocated
          among and credited to the Discretionary Contribution Accounts of
          Participants who are employed by such Participating Employer on the
          last day of such year in proportion to their respective amounts of
          Total Compensation (only Total Compensation while an Employee is a
          Participant and employed by a Participating Employer shall be counted
          for this purpose) paid by such Participating Employer for such Plan
          Year. A Participant who retires on or after age 65, becomes disabled,
          or dies while employed during a Plan Year shall be considered as if
          still employed on the last day of the Plan Year.

5.6       Treatment of Forfeitures. If a Participant forfeits any part of his
          interest in the Trust Fund under Section 8.6, the amount of the
          forfeiture will be applied as soon as reasonably practical (at least
          annually) to reduce the Matching Contributions required to be made to
          the Plan under Section 5.4. Forfeitures shall be maintained and
          applied separately with respect to each Participating Employer
          pursuant to procedures established by the Plan Administrator.

                                      -21-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


5.7       Maximum Amount of Contributions. In no event will the sum of the
          contributions under Sections 5.1, 5.4 and 5.5 for any Plan Year be in
          an amount which would cause the Annual Addition for any Participant to
          exceed the amount permitted under Section 415 of the Code, nor will
          the sum of the contributions under Sections 5.1, 5.4 and 5.5 exceed
          the maximum amount deductible under Section 404 of the Code.
          Participating Employer contributions under the Plan are hereby
          conditioned on their deductibility under Section 404 of the Code. The
          Elective Contributions made for a Participant for any Plan Year may
          not exceed the limit as may be in effect for the Plan Year under
          Section 402(g)(1) of the Code, reduced by any other elective deferrals
          (as defined in Section 402(g)(3) of the Code) of the Participant
          through the Employer for the Plan Year.

5.8       Return of Contributions. If a contribution by a Participating Employer
          to the Trust is

          (a)  made by reason of a good faith mistake of fact, or

          (b)  is conditioned upon its deductibility under Section 404 of the
               Code, and the deduction is disallowed,

          the Trustee shall, upon request by the Participating Employer, return
          to the Participating Employer the excess of the amount contributed
          over the amount, if any, that would have been contributed had there
          not occurred a mistake of fact or a mistake in determining the
          deduction. In no event shall the return of a contribution hereunder
          cause any Participant's Share of the Trust Fund to be reduced to less
          than it would have been had the mistaken or nondeductible amount not
          been

                                      -22-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          contributed. No return of a contribution hereunder shall be made more
          than one year after the mistaken payment of the contribution, or
          disallowance of the deduction, as the case may be.

5.9       Nondiscrimination Requirements.

          Elective Contributions, Matching Contributions, and QNECs (that is,
          qualified nonelective contributions as defined in Treasury Regulation
          1.401(k)-1(g)(13)(ii))for any Plan Year must satisfy the
          nondiscrimination requirements set forth in Sections 401(k)(3) and
          401(m)(9) of the Code, Treasury Regulations 1.401(k)-1(b) and
          1.401(m)-2, and any applicable successor to such Sections and/or
          Regulations. For this purpose the so-called prior year/look back year
          method shall be used.


5.10      Adjustments by Plan Administrator.

          (a)  Notwithstanding any provision of the Plan to the contrary, the
               Plan Administrator may, in its sole discretion, decrease the
               amount of the future Elective Contributions to be made for the
               benefit of any Highly Compensated Employee, and pay the amount of
               the decrease to the Employee in cash, if the Plan Administrator
               deems such a decrease to be necessary in order to satisfy either
               the nondiscrimination requirements of Section 5.9 or the
               limitations described in Section 5.7, or both. If the Plan
               Administrator decreases any Elective Contributions in order to
               meet the nondiscrimination requirement of Section 5.9, such
               decrease shall be made first in the Elective Contributions for
               the Highly Compensated Employees whose Elective Contributions are
               expected to be the highest dollar amount for the Plan Year so
               that no reduction is made in the Elective Contributions for any
               Highly Compensated Employee as long as any other Highly
               Compensated Employee is expected to make a higher dollar
               contribution for the Plan Year. Any

                                      -23-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


               decrease in the Elective Contributions for a Participant will
               also be effective for purposes of determining the amount of the
               Matching Contributions to be made for the Participant's benefit
               under Section 5.4.


          (b)  Notwithstanding any provision of the Plan to the contrary, the
               Plan Administrator may, in its sole discretion, decrease the
               amount of Matching Contributions to be made for the benefit of
               Highly Compensated Employees if the Plan Administrator deems such
               decrease to be necessary in order to satisfy the
               nondiscrimination requirements of Section 5.9. Any decrease in
               Matching Contributions in order to satisfy Section 5.9 shall be
               made first in the Matching Contributions for the Highly
               Compensated Employees whose Matching Contributions for the Plan
               Year are expected to be the highest dollar amounts, so that no
               reduction is made in the Matching Contributions for any Highly
               Compensated Employee as long as any other Highly Compensated
               Employee is expected to have a higher dollar contribution for the
               Plan Year.

5.11      Distribution of Excess Contributions. If, after all contributions for
          a Plan Year have been made, the nondiscrimination requirements of
          Section 5.9 have not been satisfied for the Plan Year, the Plan
          Administrator shall, as soon as practicable (but in no event later
          than the close of the following Plan Year), distribute the excess
          contributions (adjusted for income or loss allocable to such excess)
          to Highly Compensated Participants, in accordance with Sections
          401(k)(8) and 401(m)(6) of the Code, to the extent necessary to
          satisfy Section 5.9. If distributions must be made under this Section
          5.11 in order to satisfy a nondiscrimination test in Section 5.9,
          there shall be distributed first Elective Contributions together with
          any Matching Contributions attributable to them (adjusted for income
          or loss), and then Matching Contributions (adjusted for income or
          loss).

                                      -24-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


5.12      Distribution of Excess Deferrals. If, on or before March 1 of any
          year, a Participant notifies the Plan Administrator, in accordance
          with Section 402(g)(2)(A) of the Code and regulations thereunder, that
          all or part of the Elective Contributions made for his benefit
          represent an excess deferral for the preceding taxable year of the
          Participant, the Plan Administrator shall make every reasonable effort
          to cause such excess deferral (adjusted for income or loss allocable
          to such excess) to be distributed to the Participant no later than the
          April 15 following such notification. Except to the extent otherwise
          provided in regulations, any amount distributed under this Section
          5.12 shall be taken into account in applying Sections 5.9, 5.10 and
          5.11 as if it had not been distributed, except that any distribution
          of excess Elective Contributions to a Participant under Section 5.11
          shall be reduced by the amount of any distribution to the Participant
          under this Section 5.12.

                                      -25-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                    ARTICLE 6
                           TRUST FUND AND INVESTMENTS


6.1       Investment Funds Within the Trust Fund. All contributions to the Trust
          and all investments thereunder shall be held by the Trustee in the
          Trust Fund. The Trust Fund shall consist of such investment funds as
          the Company, or investment advisor or manager appointed by the
          Company, shall select, including, without limitation, fixed income
          contracts with one or more insurance companies, shares of one or more
          mutual funds, and common stock of the Company. The Company may name an
          investment or similar committee which shall be responsible for
          selecting the investment funds which will be offered hereunder from
          time to time.

          The separate investment funds made available within the Trust Fund may
          be changed or modified from time to time by the Company, or by an
          investment advisor or manager or investment committee appointed by the
          Company. It is expressly permissible under the Plan for Trust assets
          to be invested in "qualifying employer securities" as that term is
          defined in Section 407(d)(5) of ERISA.

          The Plan and Trust are intended to comply with Section 404(c) of
          ERISA.

6.2       Selection of Investment Funds. Each Participant may select the
          investment fund or funds for his future Contributions and Accounts
          among the funds described in Section 6.1. Each such investment
          election shall be made pursuant to investment election rules and
          procedures established by the Plan Administrator.

                                      -26-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          Notwithstanding any provision of the Plan to the contrary, to the
          extent permitted according to rules and procedures adopted by the Plan
          Administrator, an investment election or change in investment
          direction may be made by the telephone or other electronic means.

6.2.A.    Certain Self-Managed Accounts. In conjunction with certain corporate
          restructuring and acquisitions, the Company has agreed to permit
          certain Participants to invest a portion of their Accounts in various
          securities that are not generally offered under the Plan (self-managed
          accounts). A Participant who is investing in a self-managed account
          may continue to utilize such self-managed account with respect to
          amounts held in such self-managed account but may not add any other
          amounts to such account. If a Participant transfers an amount from
          such account to one of the investment funds offered under the Plan,
          such amount may not be transferred back to the self-managed account.


                                      -27-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                    ARTICLE 7
            PARTICIPANT ACCOUNTS AND LIMITATIONS ON ANNUAL ADDITIONS


7.1       Accounts. The Plan Administrator shall maintain or cause to be
          maintained on its books for each Participant an Elective Contribution
          Account, a Matching Contribution Account, a Discretionary Contribution
          Account, and a Rollover Account as appropriate to correspond to the
          types of contributions made by or on his behalf to the Plan. The Plan
          Administrator shall also establish and maintain such other accounts or
          subaccounts as it deems necessary or desirable to carry out the
          provisions of the Plan, for example, to reflect any amount which is
          repaid to the Plan on an after-tax basis pursuant to Section 8.6(a).

7.2       Adjustment of Accounts. The Plan Administrator shall, as of each
          Valuation Date, adjust or cause to be adjusted each Participant's
          Account to reflect contributions, distributions, withdrawals,
          investment transfers, participant loans and repayments on any such
          loans, investment earnings, expenses, and any other debits or credits
          to such Account since the last Valuation Date, including realized and
          unrealized gains and losses determined on the basis of fair market
          value.

7.3       Limitations. Notwithstanding any other provisions of the Plan:

          (a)  The Annual Addition to a Participant's accounts under the Plan
               for any Limitation year, when added to the annual additions to
               his accounts for such year under all other defined contribution
               plans (if any) maintained by the Employer, shall not exceed the
               lesser of (1) the maximum dollar limitation or (2) 25 percent of
               the Participant's Taxable Compensation for such Limitation

                                      -28-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          Year. For purposes of this Section, "maximum dollar limitation" means
          $30,000 (or, if greater, one-fourth of the limitation in effect for
          the Limitation Year under Section 414(b)(1)(A) of the Code).

          (b)  In the case of a Participant who also participates in a defined
               benefit plan maintained by the Employer, the Annual Addition for
               a Limitation Year will, if necessary, be further limited so that
               the sum of the Participant's "defined contribution plan fraction"
               (as determined under Section 414(e) of the Code and the
               regulations promulgated thereunder) and his "defined benefit plan
               fraction" (as determined under Section 415(e) of the Code and the
               regulations promulgated thereunder) for such Limitation Year does
               not exceed 1.0.

          (c)  To the extent necessary to satisfy the limitations of this
               Section 7.3 for any Participant, the Participant's benefit under
               any and all defined benefit plans shall be reduced before his
               Annual Addition under this Plan, and his Annual Addition under
               this Plan shall be reduced before his Annual Addition under any
               other defined contribution plan. The Plan Administrator may limit
               the amount of Elective Contributions a Participant may make
               hereunder during a Limitation Year so that his Annual Addition
               for the Year shall not exceed the limit set forth in (a) above.
               In the event a Participant's Annual Addition for a Limitation
               Year exceeds the limit set forth in (a) above, the Plan
               Administrator may establish a suspense account on behalf of the
               Participant in an amount equal to such excess and the amount in
               the suspense account shall be applied as a contribution due on
               behalf of the Participant for the succeeding Limitation year. In
               the event no contributions are due on behalf of the Participant
               for the succeeding Limitation Year, or if the amount in the

                                      -29-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


               suspense account exceeds the contributions which are due, the
               balance in the suspense account shall be applied to reduce the
               contributions due on behalf of other Participants and no
               contributions shall be made to the Plan until the suspense
               account is so applied. In lieu of establishing a suspense account
               and applying it as above described, the Plan Administrator may
               correct an excess Annual Addition on behalf of a Participant for
               a Limitation year by distributing to such Participant all or a
               portion of such Participant's Elective Contribution for the Plan
               Year as necessary to correct such excess.

                                      -30-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

                                    ARTICLE 8
                               RIGHTS TO BENEFITS


8.1       Normal Retirement. A Participant who attains his Normal Retirement
          Date while an Employee, will have a fully vested and nonforfeitable
          interest in his Share of the Trust Fund. Upon his retirement on or
          after his Normal Retirement Date, the Participant's Share of the Trust
          Fund will be distributed in accordance with Article 9 below.

8.2       Disability Retirement. A Participant may retire before his Normal
          Retirement Date if he becomes eligible for disability benefits under
          the Employer's long term disability plan. In the event of such a
          disability retirement, the Participant will have a fully vested and
          nonforfeitable interest in, and will be entitled to receive, his Share
          of the Trust Fund. Distribution will be made in accordance with
          Article 9 below.

8.3       Death.

          (a)  If a Participant or former Participant dies while employed by the
               Company or an Affiliated Company before the distribution of his
               Share of the Trust Fund has been made under Article 9, upon his
               death his designated Beneficiary will have a fully vested and
               nonforfeitable interest in, and will be entitled to receive, the
               value of his Share of the Trust Fund. Distribution to the
               Beneficiary will be made in accordance with Article 9.

          (b)  If the Participant was married at the time of death, he shall be
               deemed to have designated his surviving spouse as his Beneficiary
               unless:

               (1) prior to his death, he designated as his Beneficiary a person
                   other than his surviving spouse, such designation to be made
                   in writing at such time and in such manner as the Plan
                   Administrator shall approve or prescribe; and

                                      -31-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

               (2) either

                   (A) his surviving spouse consents in writing to the
                       designation described in (1) above, such consent
                       acknowledges the effect of such designation and the
                       specific non-spouse Beneficiary (including any class of
                       Beneficiaries or any contingent Beneficiaries) or
                       authorizes the Participant to designate Beneficiaries
                       without further consent, and such consent is witnessed by
                       a Plan representative or a notary public, or

                   (B) it is established to the satisfaction of the Plan
                       Administrator that the consent required under (A) above
                       may not be obtained because there is no spouse, because
                       the spouse cannot be located, or because of such other
                       circumstances as the Secretary of the Treasury may
                       prescribe; and

                                      -32-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


               (3) the non-spouse Beneficiary designated in accordance with the
                   provisions of this Section survives the Participant.

          Any consent by a spouse under (2)(A) above, or a determination by the
          Plan Administrator with respect to such spouse under (2)(B) above,
          shall be effective only with respect to such spouse. Any such consent
          shall be irrevocable, but shall be effective only with respect to the
          specific Beneficiary designation unless the consent expressly permits
          designations by the Participant without any requirement of further
          consent. Any consent that permits Beneficiary designations by the
          Participant without any requirement of further consent must
          acknowledge the spouse's right to limit consent to a specific
          Beneficiary and the spouse's voluntary election to relinquish such
          right.

          (c)  A Participant who is not married may designate a Beneficiary in
               writing at such time and in such manner as the Plan Administrator
               shall approve or prescribe.

          (d)  A Participant who has designated a Beneficiary in accordance with
               this Section 8.3 may change such designation at any time by
               giving written notice to the Plan Administrator, subject to the
               conditions of this Section 8.3 and such additional conditions and
               requirements as the Plan Administrator may prescribe in
               accordance with applicable law.

          (e)  If a Participant dies without a surviving Beneficiary, the full
               amount payable upon his death will be paid to his issue per
               stirpes. If any of such issue is a minor, at the direction of the
               Plan Administrator, the Trustee may deposit his share in a
               savings account to his credit in a savings bank or other
               financial

                                      -33-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


         institution for the benefit of such issue. If there are no surviving
         issue, then the amount may be paid to his executor or administrator or
         applied to the payment of his debts and funeral expenses, all as the
         Plan Administrator shall determine.

8.4       Other Termination of Employment. If a Participant separates from the
          service (within the meaning of Code Section 401(k)(2)(B)(i)(I)) of the
          Employer for any reason other than retirement, disability or death
          described in Section 8.1, 8.2 or 8.3, he will be entitled under this
          Section 8.4 to a benefit equal to the sum of


          (a)  the balances of his Elective Contribution Account, that portion,
               if any, of his Discretionary Contribution Account attributable to
               qualified non-elective contributions which may have been made
               under a predecessor to this Plan (QNEC) and Rollover Account, if
               any, plus


          (b)  his vested portion, determined under the vesting schedule below,
               of his Matching Contribution Account and his Discretionary
               Contribution Account (other than that portion, if any,
               attributable QNECs) determined as of the same Valuation Date. The
               vested portion of a Participant's Matching Contribution Account
               and Discretionary Contribution Account (other than amounts
               attributable to QNECs) will be determined by multiplying the
               balance of each such Account by the following percentage, based
               upon the number of the Participant's Years of Service for Vesting
               on the date his employment terminates:

                                      -34-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

<TABLE>
<CAPTION>
               Years of Service for Vesting                 Percentage
               ----------------------------                 ----------
                     <S>                                       <C>
                     less than  2                                0
                             2                                  25
                             3                                  50
                             4                                  75
                             5 or more                         100
</TABLE>

          Distribution of a benefit under this Section 8.4 will be made in
          accordance with Article 9. A Participant shall be treated as having
          separated from the service of the Employer if the Participant ceases
          to be an Employee because of the disposition by a Participating
          Employer of a subsidiary, or of substantially all the assets of a
          trade or business, unless the organization acquiring the subsidiary or
          trade or business maintains the Plan, as determined under Treasury
          Regulation 1.401(k)-1(d)(4).

8.5       Election of Former Vesting Schedule. If the Plan is amended, and if
          such amendment directly or indirectly affects the computation of the
          nonforfeitable percentage of a Participant's right to his Account,
          each Participant who has completed three Years of Service for Vesting
          as of the end of the election period described below and whose
          nonforfeitable percentage at any time after such amendment could be
          less than such percentage determined without regard to such amendment,
          may elect during such election period to have the nonforfeitable
          percentage of his Account determined without regard to such amendment.
          The election period referred to in the preceding sentence will begin
          on the date such amendment is adopted and will end on the latest of
          the following dates:

                                      -35-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (a)  the date which is 60 days after the date on which such amendment
               is adopted;

          (b)  the date which is 60 days after the date on which such amendment
               becomes effective; or

          (c)  the date which is 60 days after the date on which the Participant
               is issued written notice of such amendment by the Plan
               Administrator.

          An election under this Section 8.5 may be made only by an individual
          who is a Participant at the time such election is made and once made
          shall be irrevocable.

8.6       Forfeitures.

          (a)  If a Participant separates from the service of the Employer at a
               time when he has less than a 100 percent nonforfeitable interest
               in his Matching Contribution Account or his Discretionary
               Contribution Account, any portion of his Matching Contribution
               Account or Discretionary Contribution Account not payable to him
               under Section 8.4 will be forfeited on the date the Participant
               receives a distribution of the vested portion of his Account or
               the date the Participant incurs a Break in Service. Any such
               forfeitures shall be applied as described in Section 5.6. If a
               Participant who has incurred such a forfeiture resumes employment
               with an Employer prior to incurring five consecutive Breaks in
               Service, the Company shall contribute to the Trust and credit to
               the Participant's Matching Contribution Account and/or
               Discretionary Contribution Account an amount equal to the amount
               previously forfeited if, within 5 years after the date on which
               the Participant resumes employment, he repays to the Plan the
               amount previously distributed to him, without interest.

                                      -36-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (b)  In the event a Participant terminates employment with the Company
               or an Affiliated Company, his years of Service for Vesting shall
               be reinstated if, and only if, (i) he was fully or partially
               vested in Employer Contributions when he terminated employment,
               or (ii) if he was not fully or partially vested in Employer
               Contributions, he returns to employment before he incurs five
               consecutive Breaks in Service.

          (c)  In the event a Participant makes a withdrawal from his Account
               attributable to Employer Contributions before he is fully vested
               in such Contributions, his vested interest in his remaining
               Account at any time before he is 100% vested in such Account
               shall be determined according to the following formula:

                                     X = P (AB + D) B D

               where P is the Participant's vesting percentage at the time his
               vested interest is being determined, AB is the balance of his
               Account attributable to Employer Contributions, and D is the
               amount of the withdrawal.

          (d)  For the purpose of determining an Employee's vesting percentage,
               years of employment with the Company and any Affiliated Company
               will be taken into consideration.

                                      -37-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                    ARTICLE 9
                            DISTRIBUTION OF BENEFITS


9.1       Payment Upon Retirement, Disability, or Termination of Employment. If
          a Participant's Share of the Trust Fund becomes payable under Section
          8.1, 8.2, or 8.4, distribution of such Share will be made in a form
          determined under Section 9.6, as soon as reasonably practicable after
          retirement, disability, or termination of employment, subject in each
          case to Sections 9.4, 9.5, and 9.6 below.

9.2       Payment Upon Death. If a Participant's Share of the Trust Fund becomes
          payable under Section 8.3, distribution of such Share will be made in
          a single payment as soon as reasonably practicable after the date of
          the Participant's death, and in no event later than the end of the
          calendar year in which occurs the fifth anniversary of the
          Participant's death.

9.3       Amount of Distribution. The amount of any distribution will not be
          more than the amount of the Participant's vested Account as of the
          most recent Valuation Date preceding the date of the distribution, or
          such other Valuation Date that conforms to the Plan's regular
          distribution practices.

9.4       Consent to Distributions Before Age 70-1/2. No distribution shall be
          made to any Participant before he reaches age 70-1/2 unless:

          (a)  the Participant's prior written consent to the distribution has
               been obtained by the Plan Administrator, or

                                      -38-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (b)  the value of the vested and nonforfeitable portion of the
               Participant's Share of the Trust Fund, determined as of the
               Valuation Date coinciding with or next preceding the date of the
               distribution, does not exceed $5,000.

          If the Participant's consent is required under this Section 9.4 but is
          not provided prior to the time distribution is to be made or commence
          under Section 9.1, distribution shall be made the earliest of: (1) the
          April 1 following the year the Participant attains age 70-1/2, (2) as
          soon as practicable after the Plan Administrator is notified of the
          Participant's death, or (3) as soon as practicable after the date the
          Plan Administrator receives from the Participant and records a request
          for distribution.

9.5       Latest Commencement of Benefits.

          (a)  Unless otherwise elected in accordance with the following
               paragraph, in no case will distributions of any Participant's
               Share of the Trust Fund commence later than the 60th day after
               the latest of the following:

               (i)    the close of the Plan Year in which occurs the date on
                      which the Participant attains age 65;

               (ii)   the close of the Plan Year in which occurs the tenth
                      anniversary of the year in which the Participant commenced
                      participation in the Plan; or

               (iii)  the close of the Plan Year in which the Participant's
                      service with the Employer terminates.

               Subject to Section 401(a)(9) of the Code, a Participant who is
               entitled to a distribution of his Share pursuant to the
               provisions of this Article may elect, in


                                      -39-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

               accordance with procedures adopted by the Plan Administrator, to
               defer payment of such Share but not beyond the April 1 following
               the Plan Year in which he attains age 70-1/2. The distribution of
               such Share for any Participant who makes such an election will be
               made in a single lump sum payment (unless otherwise provided
               under Section 9.6) as soon as reasonably practicable after the
               Valuation Date coinciding with or immediately following the
               commencement date elected by such Participant.

          (b)  In any event, and notwithstanding any election or provision of
               this Plan to the contrary, distribution of a Participant's
               Account shall be made not later than the April 1 following the
               close of the calendar year in which he attains age 70-1/2,
               provided that if a Participant is still an Employee at the time
               distributions are required to commence under this Section 9.5(b),
               and the Participant is not a 5% or more owner of the Company,
               distributions shall be made as soon as practicable after the
               Participant terminates employment.

          (c)  If a Participant dies on or after the applicable date described
               in (b) above and before distribution of his benefit has been
               completed, the remaining portion of his benefit will be
               distributed to his Beneficiary at least as rapidly as under the
               method of distribution under which the Participant was receiving
               his benefit as of the date of his death.

                                      -40-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (d)  All distributions under the Plan shall be made in a manner
               consistent with Section 401(a)(9) of the Code and regulations
               thereunder.

          (e)  For purposes of this Section 9.5, life expectancies shall not be
               recalculated under Section 401(a)(9)(D) of the Code.

9.6       Forms of Distribution.

          (a)  In General. Subject to Sections 9.6(b) and (c) below, and the
               minimum distribution rules under Code Section 401(a)(9), a
               Participant or Beneficiary may elect to receive the amounts
               payable to him under the Plan in the following form or forms:

               (i)    a single payment in cash or in kind or a combination
                      thereof;

               (ii)   in the case of a Participant who became a Participant in
                      the Plan prior to January 1, 1989, by the purchase and
                      distribution of a non-transferable annuity contract
                      providing for payments (A) as a single life annuity or (B)
                      in the case of a married Participant only, as a 50 percent
                      joint and survivor annuity providing for payments to the
                      Participant for the remainder of his life and thereafter
                      to his spouse for the spouse's life in an amount equal to
                      50 percent of the amount of the benefit then being paid to
                      the Participant determined as of the first of the month in
                      which the Participant dies; or

               (iii)  A combination of (i) and (ii).

                      A Participant may elect a partial rather than a full
                      distribution provided that no more than one partial
                      distribution may be made in a

                                      -41-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                      calendar year and any such partial distribution shall not
                      be less than $1,000. In any event, a terminated
                      Participant's Account shall be distributed no later than
                      the April 1 following the close of the calendar year in
                      which he attains age 70-1/2.

          (b)  Special Rule for Certain Married Participants. If a married
               Participant at any time elects the purchase and distribution of
               an annuity contract, the survivor annuity requirements of Code
               Sections 401(a)(11) and 417 will always thereafter apply to all
               of the Participant's benefits under this Plan, and the Plan shall
               satisfy the applicable written explanation, consent, election and
               withdrawal rules of such Code sections and the regulations
               thereunder, including payment of benefits in the form of a
               qualified joint and survivor annuity unless such annuity is
               waived and such waiver is properly consented to by the
               Participant's spouse within 90 days of the Participant's annuity
               starting date.

          (c)  Special Rule for Certain Small Benefits. If the total amount
               payable before any distribution has commenced with respect to a
               Participant (whether or not he is a married Participant) does not
               exceed $5,000, such amount will be paid in a single payment in
               cash.

          (d)  A Participant (with his spouse's consent if married) may waive
               the 30-day pre-notification requirement as described in Section
               417 of the Code.

9.7       Notice to Trustee. The Plan Administrator will notify the Trustee, or
          its delegate, whenever any Participant or Beneficiary is entitled to
          receive a distribution under the Plan. In giving such notice, the Plan
          Administrator will specify the name and last known address of the
          person receiving such distribution. Upon receipt of such notice from
          the Plan Administrator, the Trustee, or its delegate, will, as soon as
          is reasonably practicable, distribute such amount.

                                      -42-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


9.8       Direct Rollovers. Notwithstanding any provision of the Plan to the
          contrary, a "distributee" may elect, at the time and in the manner
          prescribed by the Plan Administrator, to have any portion of an
          "eligible rollover distribution" paid directly to an "eligible
          retirement plan" specified by the distributee as a "direct rollover".
          The Administrator may require evidence that the Plan to which the
          rollover is intended to be made is, in fact an "eligible retirement
          plan". The Plan Administrator is not required to make wire transfers
          nor to make direct rollovers to more than one eligible retirement plan
          on behalf of a distributee.

          The following definitions shall apply for purposes of this Section
          9.8:

          (a)  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 expectancy (or life expectancies) 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 Section 401(a)(9) of the Code; and
               the portion of any distribution that is not includible in gross
               income (determined with regard to the exclusion for net
               unrealized appreciation with respect to employer securities);

          (b)  an "eligible retirement plan" is an individual retirement account
               described in Section 408(a) of the Code, an individual retirement
               annuity described in Section 408(b) of the Code, an annuity plan
               described in Section 403(a) of the Code, or a qualified trust
               described in Section 401(a) of the Code, that accepts that
               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;

                                      -43-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

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

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

                                      -44-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE 10
                             IN-SERVICE WITHDRAWALS


10.1      Hardship Withdrawals. A Participant who suffers a financial hardship,
          as defined in this Section, may request a withdrawal from (1) the
          vested portion of his Matching Contribution Account, (2) the vested
          portion of his Discretionary Contribution Account, (3) his Rollover
          Account, if any, and (4) his Elective Contribution Account (other than
          that portion of his Elective Contribution Account which is
          attributable to income credited after December 31, 1988). Such a
          request shall be made by written notice to the Plan Administrator
          setting forth the nature and amount of the hardship need and
          documentary evidence thereof. Upon receipt and recording of such a
          request, the Plan Administrator shall determine whether a financial
          hardship exists; if the Plan Administrator determines that such a
          hardship does exist, it shall further determine what portion of the
          amount requested by the Participant is required to meet the need
          created by the hardship, and shall direct the Trustee to distribute to
          the Participant in a single lump sum payment the amount so determined.
          A hardship withdrawal shall be permitted under this Section only in
          the event of a financial need arising from

          (I)   unreimbursed major medical expenses (described in Section 213(d)
                of the Code) for which payment is necessary in advance in order
                to obtain medical services for the Participant or his spouse or
                dependent or for such medical expenses already incurred by the
                Participant or his spouse or dependent,

          (II)  the purchase of a principal residence for the Participant
                (excluding mortgage payments),

                                      -45-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (III) payment of tuition and related educational fees for the next 12
                months, semester or quarter of post-secondary education for the
                Participant or his spouse, children, or dependents, or

          (IV)  the need to prevent eviction of the Participant from his
                principal residence or foreclosure on the mortgage of the
                Participant's principal residence.

          For purposes of this Section, the term "dependent" shall have the
          meaning assigned to it by Section 152 of the Code.

          No distribution shall be made under this Section in excess of the
          amount of the Participant's immediate and heavy financial need plus
          any amounts necessary to pay any income taxes or penalties reasonably
          expected to result from the distribution. In addition, no such
          distribution shall be made unless the Participant has obtained all
          distributions (other than hardship distributions) and all loans
          currently available under all plans maintained by the Employer. In the
          event a Participant receives a distribution under this Section,

          (A)  No Elective Contributions shall be made for the Participant's
               benefit for the 12 calendar months following the Valuation Date
               coinciding with or next following the hardship withdrawal;

          (B)  No elective contributions or employee contributions shall be made
               for such 12 month period to any other qualified or nonqualified
               plan of deferred compensation maintained by the Employer,
               including stock option or stock purchase plans; and

                                      -46-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (C)  The Elective Contributions for the Participant's benefit
               (together with any elective contributions under other qualified
               retirement plans maintained by the Employer) for the calendar
               year following the year of the hardship withdrawal may not exceed
               the limit of Section 402(g)(1) of the Code applicable to the such
               following calendar year reduced by the amount of the
               Participant's Elective Contributions made during the year of the
               hardship withdrawal. In the event any Account from which a
               Participant's hardship withdrawal is made is invested in more
               than one of the separate investment funds maintained under the
               Plan, a withdrawal of less than the complete balance of the
               Account shall be withdrawn proportionately from each applicable
               investment fund. Any withdrawal hereunder shall not exceed the
               vested balance of the relevant Account or Accounts determined as
               of the Valuation Date next following receipt from the Participant
               and recording by the Plan Administrator of the Participant's
               withdrawal request, reduced by the amount of any indebtedness of
               the Participant to the Plan attributable to any such Account, and
               shall be made to the Participant as soon as practicable after
               such Valuation Date.

10.1A     Age 59-1/2 Withdrawals. Notwithstanding Section 10.1, a Participant
          who has attained age 59-1/2 may request a withdrawal (minimum $1,000)
          from his vested Account for any reason in accordance with procedures
          adopted by the Plan Administrator, but no more frequently than once
          each calendar year. In the event any Account from which a
          Participant's withdrawal is made is invested in more than one of the
          separate investment funds maintained under the Plan, a withdrawal of
          less than the complete balance of the Account shall be withdrawn
          proportionately from each applicable investment fund.


                                      -47-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


10.2      Subsequent Distributions. A withdrawal pursuant to this Article 10
          will not affect the Participant's right to receive distribution of the
          remaining portion of his Share of the Trust Fund pursuant to Articles
          8 and 9.

                                      -48-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE 11
                                      LOANS


11.1      Requests for Loans. Each Participant, and such other persons to whom
          the opportunity to borrow from the Trust must be extended under
          applicable law, may request a loan from the Trust, subject to the
          conditions prescribed in this Article 11.

11.2      Rules and Procedures. The Plan Administrator shall determine the time
          or times when loans shall be made available, and shall formulate such
          rules and procedures as it deems appropriate relating to such loans.
          Such rules and procedures shall be set forth in the summary plan
          description in such detail as may be required under applicable
          regulations. Such rules and procedures shall form part of the Plan. No
          request for a loan will be accepted if the Participant then has two
          loans outstanding. The Plan Administrator may charge a reasonable loan
          fee for all loans taken under the Plan in accordance with such uniform
          and nondiscriminatory procedures as it shall establish. Such fee shall
          be deducted from the Participant's Account or loan proceeds pursuant
          to uniform rules established by the Plan Administrator.

11.3      Maximum Amount of Loan. The amount of any loan, together with the
          aggregate amount of principal and accrued interest owed by the
          borrower with respect to any prior loans from qualified retirement
          plans of the Employer, shall not exceed the lesser of:

                                      -49-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (a)  $50,000, reduced by the excess of (1) the highest outstanding
               loan balance of the borrower from such plans during the one year
               period ending on the day before the loan is made, over (2) the
               borrower's outstanding loan balance from such plans immediately
               prior to the loan; or

          (b)  one-half of the borrower's nonforfeitable portion (determined
               under Article 8) of the borrower's Share of the Trust Fund.

          For purposes of this Section 11.3, the value of a borrower's Share of
          the Trust Fund shall be determined as of the Valuation Date coinciding
          with or next following receipt of the borrower's request for a loan.
          The present value of the borrower's nonforfeitable accrued benefit
          under any other plan shall be determined by the Plan Administrator in
          such manner and as of such time as the Plan Administrator decides.
          Notwithstanding the foregoing, no loan shall be made hereunder for
          less than $1,000.

11.4      Note; Security; Interest. Each loan shall be evidenced by a note and
          shall bear interest at a reasonable rate determined by the Plan
          Administrator. The rate of interest shall be the prime rate of
          interest of as published in the Wall Street Journal as of the first
          day of the calendar quarter preceding the effective date of the loan.
          The Committee shall review the rate of interest to determine if it is
          consistent with commercial rates for similar loans, and if not, the
          Committee shall have the authority to modify such rate of interest for
          new loans to be consistent with such commercial rates. Each loan must
          be secured by one-half of the borrower's Share of the Trust Fund and
          by such other security, if any, as the Plan Administrator may require.
          In no event, however, shall the Plan Administrator apply the
          borrower's Share of the Trust Fund to satisfy the borrower's loan
          obligation, whether or not

                                      -50-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          the borrower is in default, unless and until that amount so applied
          could be distributed or withdrawn in accordance with Article 8 or 9 of
          the Plan.

11.5      Repayment. Each such loan shall be repayable to the extent reasonably
          possible by payroll deduction over a specified period of time, as
          determined by the Plan Administrator, and on the basis of
          substantially level payments made no less frequently than quarterly.
          Such period of time shall not exceed five years (20 years if the loan
          is used to acquire a dwelling unit which is to be used within a
          reasonable time as a principal residence of the Participant). A
          borrower may prepay all, but not less than all, of his loan at any
          time, without penalty, by paying the loan principal then outstanding
          together with interest accrued and unpaid to the date of payment.

11.6      Repayment Upon Distribution. If, as of the earlier of (i) 60 days
          after termination of a borrower's employment with the Employer (or, if
          later, 30 days after written demand for repayment) or (ii) the time
          benefits are to be distributed to a borrower or his Beneficiary under
          Article 9 of the Plan, there remains any unpaid balance of a loan
          hereunder, such unpaid balance shall become immediately due and
          payable in full. Such unpaid balance, together with any accrued but
          unpaid interest on the loan, shall be deducted from the borrower's
          Share of the Trust Fund before any such distribution of benefits is
          made.

11.7      Note as Trust Asset. A note evidencing a loan to a Participant under
          this Article 11 shall be an asset of the Trust which is allocated to
          the account of the borrower, and shall for purposes of the Plan be
          deemed to have a fair market value at any given time equal to the
          unpaid balance of the note plus the amount of any accrued but unpaid
          interest.

                                      -51-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


11.8      Adjustment of Accounts. Loans will be made from the borrower's
          Rollover Account (if any), Elective Contribution Account,
          Discretionary Contribution Account (to the extent vested), and
          Matching Contribution Account (to the extent vested), in that order,
          the funds to be removed from the borrower's investment funds in
          proportion to the vested balances therein. Repayments of loan
          principal will be credited to the borrower's Accounts in the same
          order as originally withdrawn. Payments of loan interest will be
          prorated to such Accounts based on the relative loan principal
          balances outstanding at the time of each such payment. Each payment of
          principal and interest will be deposited into the various investment
          funds according to the Participant's investment elections respecting
          future contributions as soon as reasonably practicable after such
          payment is made.

11.9      Nondiscrimination. Loans shall be made available to all Participants
          and such other persons to whom the opportunity to borrow from the
          Trust Fund must be extended under applicable law on a reasonably
          equivalent basis, except that the Plan Administrator may make
          reasonable distinctions based upon creditworthiness, other obligations
          of the borrower, state law restrictions affecting payroll deductions
          and other factors that may adversely affect the ability to assure
          repayment through payroll deduction. The Plan Administrator may reduce
          or refuse a requested loan where it determines that timely repayment
          of the loan through payroll deduction is not assured.

                                      -52-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE 12
                              TOP HEAVY PROVISIONS


12.1      Special Contribution for Top Heavy Plan Years.

          (a)  If for any top heavy plan year the sum of the Elective
               Contributions, Matching Contributions and Discretionary
               Contributions (if any) made for the benefit of any eligible
               employee who is not a key employee for such year is exceeded by
               three percent of such eligible employee's Taxable Compensation
               for such year, the eligible employee's Participating Employer
               shall contribute to the Trust, for his benefit, an additional
               amount equal to such excess. However, if for such top heavy plan
               year the highest percentage obtained by dividing the sum of the
               Elective, Matching and Discretionary Contributions made for the
               benefit of each key employee by the key employee's Taxable
               Compensation is less than three percent, such percentage shall be
               substituted for "three percent" in the preceding sentence. Any
               additional contribution made for the benefit of an eligible
               employee under this Section 12.1 shall be credited to his
               Discretionary Contribution Account as soon as practicable after
               the close of the Plan Year for which the contribution is made.

12.2      Adjustment to Limitation on Annual Additions. For any Limitation Year
          which is a top heavy plan year, the adjustment described in Section
          416(h) of the Code shall apply for purposes of determining a
          Participant's "defined contribution plan fraction" and "defined
          benefit plan fraction" under Section 7.3(b) unless:


          (a)  the Plan and each plan with which the Plan is required to be
               aggregated pursuant to the first sentence of Section 12.3(c)(4)
               satisfies the requirements of Section 416(h)(2)(A) of the Code;
               and

                                      -53-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (b)  the Plan Year would not be a top heavy plan year if "ninety
               percent" were substituted for "sixty percent" in the first
               paragraph of Section 12.3(c).

12.3      Definitions. For purposes of this Article,

          (a)  "eligible employee" means an Eligible Employee who has satisfied
               the participation requirements of Section 4.1;

          (b)  "key employee" means a key employee described in Section
               416(i)(1) of the Code, determined on the basis of Taxable
               Compensation; and

          (c)  "top heavy plan year" means a Plan Year if the sum of the present
               value of the total accrued benefits of all key employees under
               each defined benefit plan (as of the applicable determination
               date of each such plan) which is aggregated with this Plan and
               the sum of the account balances of all key employees under the
               Plan and under each other defined contribution plan (as of the
               applicable determination date of each such plan) which is
               aggregated with this Plan exceeds 60 percent of the sum of such
               amounts for all Employees or former Employees (other than former
               key employees but including beneficiaries of deceased former
               Employees) under such plans. The following rules shall apply for
               purposes of this definition:

               (1) The foregoing determination will be made in accordance with
                   the provisions of Section 416 of the Code, and the
                   regulations promulgated thereunder, which are specifically
                   incorporated herein by reference.

                                      -54-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


               (2) "Determination date" means, with respect to the initial plan
                   year of a plan, the last day of such plan year and, with
                   respect to any other plan year of a plan, the last day of the
                   preceding plan year of such plan. The "applicable
                   determination date" means, with respect to the Plan, the
                   determination date for the Plan Year of reference and, with
                   respect to any other plan, the determination date for any
                   plan year of such plan which falls within the same calendar
                   year as the applicable determination date of the Plan.

               (3) Accrued benefits or account balances under a plan will
                   include all such amounts other than deductible employee
                   contributions and will be determined as of the most recent
                   valuation date in the 12-month period ending on the
                   applicable determination date of the plan; provided, however,
                   that in the case of a defined benefit plan such valuation
                   date must be the same date as employed for minimum funding
                   purposes, and in the case of a defined contribution plan the
                   value so determined will be adjusted for contributions made
                   after the valuation date to the extent required by applicable
                   Treasury regulations.

               (4) Each plan of the Company or any Affiliated Company in which a
                   key employee participates, and any other plan of the Company
                   or any Affiliated Company which enables a plan referred to in
                   the preceding clause to satisfy the requirements of Sections
                   401(a)(4) and 410 of the Code, shall be aggregated with the
                   Plan. Any plan of the Company or any Affiliated Company not
                   required to be aggregated

                                      -55-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                   with the Plan may nevertheless, at the discretion of the Plan
                   Administrator, be aggregated with the Plan if the benefits
                   and coverage of all aggregated plans would continue to
                   satisfy the requirements of Sections 401(a)(4) and 410 of the
                   Code.

                                      -56-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                   ARTICLE 13
                            AMENDMENT AND TERMINATION


13.1      Amendment. The Company reserves the right at any time or times to
          amend the provisions of the Plan and Trust, by resolution of the Board
          of Directors, to any extent and in any manner that it may deem
          advisable by delivery to the Trustee of a written instrument executed
          by the Company providing for such amendment. Upon the delivery of such
          instrument to the Trustee, such instrument will become effective in
          accordance with its terms as to all Participants and all persons
          having or claiming any interest hereunder; provided, however, that the
          Company will not have the power:

          (a)  to amend the Plan and Trust in such manner as would cause or
               permit any part of the assets of the Trust to be diverted to
               purposes other than for the exclusive benefit of each Participant
               and his Beneficiary (except as permitted by Sections 5.8 and
               15.4), unless such amendment is permitted by law, governmental
               regulation or ruling;

          (b)  to amend the Plan or Trust retroactively in such a manner as
               would deprive any Participant of any benefit to which he was
               entitled under the Plan by reason of contributions made prior to
               the amendment, unless such amendment is necessary to conform the
               Plan or Trust to, or satisfy the conditions of, any law,
               governmental regulation or ruling, or to permit the Trust and the
               Plan to meet the requirements of Sections 401(a) and 501(a) of
               the Code; or

          (c)  to amend the Plan or Trust in such manner as would increase the
               duties or liabilities of the Trustee or affect its fee for
               services hereunder, unless the Trustee consents thereto in
               writing.

                                      -57-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


13.1A     Certain Amendments Regarding Acquisitions and Administrative Matters.
          In the event the Company or a Participating Employer acquires another
          corporation, a division of another corporation, or hires en masse a
          group of employees previously employed by another employer, the Plan
          Administrator may amend the participation requirements as set forth in
          Section 4.1 as they apply with respect to the employees of the
          acquired corporation or division or the employees hired en masse, for
          example by waiving the service requirements for one or more purposes
          of the Plan. In addition, the Plan Administrator may amend the Plan
          with respect to administrative matters and/or to comply with
          applicable IRS requirements, provided that in each case such amendment
          does not affect the Company's obligation to make contributions or the
          Company's fiduciary responsibilities under the Plan.

13.2      Termination. The Company has established the Plan and the Trust with
          the bona fide intention and expectation that contributions will be
          continued indefinitely, but the Company will have no obligation or
          liability whatsoever to maintain the Plan for any given length of time
          and may discontinue contributions under the Plan or terminate the Plan
          at any time by action of its Board without any liability whatsoever
          for any such discontinuance or termination. The Plan will be deemed
          terminated

          (a)  if and when the Company is judicially declared bankrupt,

          (b)  if and when the Company is a party to a merger in which it is not
               the surviving corporation or sells all or substantially all of
               its assets, unless the surviving corporation or the purchaser
               maintains any other defined contribution plan or adopts the Plan
               by an instrument in writing delivered to the Trustee within 60
               days after the merger or sale, or

                                      -58-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          (c)  upon dissolution of the Company.

13.3      Distributions Upon Termination of the Plan. Upon termination or
          partial termination of the Plan or complete discontinuance of
          contributions thereunder, each affected Participant (including a
          terminated Participant in respect of amounts not previously forfeited
          by him) will have a fully vested and nonforfeitable interest in his
          Share of the Trust Fund, and the Trustee will distribute to each such
          Participant (or other person entitled to distribution) the value of
          the Participant's Share of the Trust Fund in a single lump sum
          payment. However, if a successor plan is established within the
          meaning of Section 401(k)(2)(B)(i)(II) of the Code and Treasury
          Regulation 1.401(k)-1(d)(3), distributions shall be made to
          Participants and their beneficiaries only in accordance with Articles
          8 and 9. Upon the completion of distributions to all Participants, the
          Trust will terminate, the Trustee will be relived from all liability
          under the Trust, and no Participant or other person will have any
          claims thereunder, except as required by applicable law.

13.4      Merger or Consolidation of Plan; Transfer of Plan Assets. In case of
          any merger or consolidation of the Plan with, or transfer of assets
          and liabilities of the Plan to, any other plan, provisions must be
          made so that each Participant would, if the Plan then terminated,
          receive a benefit immediately after the merger, consolidation or
          transfer which is equal to or greater than the benefit he would have
          been entitled to receive immediately before the merger, consolidation
          or transfer if the Plan had then terminated.

13.5      Participating Employer Ceasing to be Affiliated With The Company. In
          the event a Participating Employer ceases to be an Affiliated Company
          for any reason, including a merger, reorganization, or sale or other
          transfer of stock, the following provisions shall apply:

          (a)  Such Participating Employer shall thereupon cease to be a
               Participating Employer under this Plan.

                                      -59-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

          (b)  The Plan shall not terminate with respect to the Participants
               employed by such former Participating Employer solely because it
               ceased to be a Participating Employer.

          (c)  The Company may agree with such former Participating Employer (or
               with an organization acquiring the former Participating Employer)
               that the assets of the Trust properly allocable to Participants
               employed by the former Participating Employer be transferred to
               another plan maintained by the former Participating Employer (or
               by such other organization), provided that the requirements of
               Section 13.4 are satisfied and such other plan assumes all
               liabilities of this Plan with respect to such Participants. The
               Plan Administrator shall direct the Trustee to carry out such
               transfer in accordance with the terms of such agreement.

          (d)  In the absence of any agreement described in paragraph (c) above
               and if the former Participating Employer does not maintain the
               Plan, as determined under Treasury Regulation 1.401(k)-1(d)(4),
               each Participant employed by the former Participating Employer
               shall be treated as having ceased employment with the Employer
               for purposes of the Plan at the time the former Participating
               Employer ceased to be an Employer (unless the Participant was
               employed immediately thereafter by the Company or another
               Affiliated Company), and shall be entitled to benefits as a
               result of such cessation of employment to the extent provided by
               Article 8.

                                      -60-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

                                   ARTICLE 14
                             ROLLOVER CONTRIBUTIONS


14.1      Transfer of Amount Distributed from Another Qualified Plan. An
          Eligible Employee who was formerly a participant in a plan described
          in Section 401(a) of the Code (the "distributing plan") and who has
          received an eligible rollover distribution (within the meaning of
          Section 402 of the Code) from the distributing plan (the
          "distribution") may contribute to the Trust an amount determined under
          (c) below (the "transferred amount") provided the conditions set forth
          in (a) and (b) below are satisfied.

          (a)  The transferred amount must be contributed to the Trust on or
               before the 60th day following the Eligible Employee's receipt of
               the distribution from the distributing plan.

          (b)  The transferred amount:

               (1)    must not exceed the fair market value of the distribution,
                      reduced by the amount contributed to the distributing plan
                      by the Eligible Employee, as determined in accordance with
                      Section 72(f) of the Code and the Treasury regulations
                      thereunder, such amount to be reduced by any amounts
                      theretofore distributed to the Eligible Employee which
                      were not includible in his gross income for Federal income
                      tax purposes, and

                                      -61-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


               (2)    must include no property other than (A) money received in
                      the distribution, and (B) money attributable to other
                      property received in the distribution which is sold and
                      the proceeds of which are transferred pursuant to Section
                      402(a)(6)(D) of the Code.

          (c)  A rollover contribution may also be made by means of a direct
               transfer from a distributing plan qualified under Section 401(a)
               of the Code to the extent permitted under Section 401(a)(31) and
               402 of the Code.

14.2      Transfer of Amount Distributed from a Rollover IRA.

          (a)  An Eligible Employee who has received a distribution meeting the
               requirements of Section 14.1(a), and who subsequently deposited
               such distribution in an individual retirement account, as defined
               in Section 408 of the Code, in accordance with Section
               408(d)(3)(A)(ii) of the Code, may contribute a portion or all of
               a distribution from such account (the "transferred amount") to
               the trust provided the conditions set forth in (b) and (c) are
               satisfied.

          (b)  The transferred amount must be contributed to the Trust on or
               before the 60th day following the Eligible Employee's receipt of
               the amount from the individual retirement account.

          (c)  The distribution from the individual retirement account must
               consist of the entire amount in the account, and must include no
               amount attributable to any source other than a qualified plan
               described in Section 401(a) of the Code.

                                      -62-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


14.3      Monitoring of Rollovers.

          (a)  The Plan Administrator shall establish such procedures and
               require such information from transferring employees as it deems
               necessary to insure that amounts transferred under this Article
               14 satisfy the requirements for tax-free rollovers established by
               conditions of this Article 14 and the Code and Treasury
               regulations.

          (b)  No amount may be transferred under this Article 14 until approved
               by the Plan Administrator.

14.4      Treatment of Transferred Amount Under the Plan.

          (a)  The Plan Administrator will establish a Rollover Account for each
               Eligible Employee making a contribution described in Section 14.1
               or 14.2 above.

          (b)  Upon retirement, death, or other termination of employment, the
               Eligible Employee's Rollover Account shall be distributed to him
               in accordance with Articles 8 and 9.

          (c)  The Eligible Employee will at all times have a fully vested and
               nonforfeitable interest in the amount credited to his Rollover
               Account.

          (d)  An Eligible Employee who contributes an amount to the Plan in
               accordance with this Article 14 will not become a Participant
               until he has satisfied the requirements of Article 4. However,
               such an Eligible Employee will be treated as a Participant, with
               respect to his interest in his Rollover Account, for purposes of
               Articles 3, 6, 7, 8, 9, 11, 13 and 15 of the Plan and, so long as
               he is an Employee, Articles 10 and 11.

                                      -63-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>

                                   ARTICLE 15
                                  MISCELLANEOUS


15.1      Limitation of Rights. Neither the establishment of the Plan and the
          Trust, nor any amendment thereof, nor the creation of any fund or
          account, nor the payment of any benefits, will be construed as giving
          to any Participant or other person any legal or equitable right
          against any Participating Employer or the Plan Administrator or
          Trustee, except as provided herein, and in no event will the terms of
          employment or service of any Participant be modified or in any way be
          affected hereby. It is a condition of the Plan, and each Participant
          expressly agrees by his participation herein, that each Participant
          will look solely to the assets held in the Trust for the payment of
          any benefit to which he is entitled under the Plan.

15.2      Nonalienability of Benefits. The benefits provided hereunder will not
          be subject to alienation, assignment, garnishment, attachment,
          execution or levy of any kind, and any attempt to cause such benefits
          to be so subjected will not be recognized, except to such extent as
          may be required by law. The provisions of the preceding sentence shall
          apply in general to the creation, assignment or recognition of a right
          to any benefit payable with respect to a Participant pursuant to a
          domestic relations order, except that if such order is a Qualified
          Domestic Relations Order, the provisions of the preceding sentence
          shall not apply.

                                      -64-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


15.3      Information Between Plan Administrator and Trustee. The Plan
          Administrator will furnish to the Trustee, and the Trustee will
          furnish to the Plan Administrator, such information relating to the
          Plan and Trust as may be required under the Code and any regulations
          issued or forms adopted by the Treasury Department thereunder or under
          the provisions of ERISA and any regulations issued or forms adopted by
          the Labor Department thereunder.

15.4      Payment Under Qualified Domestic Relations Order. Notwithstanding any
          provisions of the Plan to the contrary, if there is entered any
          Qualified Domestic Relations Order that affects the payment of
          benefits hereunder, such benefits shall be paid in accordance with the
          applicable requirements of such Order.

          The Committee shall establish a procedure to determine the status of a
          judgement, decree or order as a Qualified Domestic Relations Order and
          to administer Plan distributions in accordance with Qualified Domestic
          Relations Orders. Such procedure shall be in writing, shall include a
          provision specifying the notification requirements enumerated in the
          preceding paragraph, shall permit an alternate payee to designate a
          representative for receipt of communications from the Committee and
          shall include such other provisions as the Committee shall determine,
          including provisions describing the interest rate to be used in making
          present value determinations as well as provisions required under
          regulations promulgated by the Secretary of the Treasury.

                                      -65-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


          Notwithstanding any Plan provision to the contrary, as permitted under
          Section 414(p)(10) of the Code, a payment may be made to an alternate
          payee in accordance with the provisions of a Qualified Domestic
          Relations Order before the Participant to whom the order relates
          separates from service with the Employer and before such Participant
          attains his earliest retirement age (as defined in Section 414(p)(4)
          of the Code). Furthermore, unless otherwise provided under a Qualified
          Domestic Relations Order, payment shall be made to an alternate payee
          in a single payment in cash or in kind as soon as practicable
          following the determination that such order is qualified.

15.5      Payment of Benefit for Disabled or Incapacitated Person. Whenever, in
          the opinion of the Plan Administrator or its agent, a person entitled
          to receive any payment of a benefit hereunder is under a legal
          disability or is incapacitated in any way so as to be unable to manage
          his financial affairs, the Plan Administrator or its agent may direct
          the Trustee to make payments to such person or to his legal
          representative or to a relative or friend of such its agent may direct
          the Trustee to apply the payment for the benefit of such person in
          such manner as the Plan Administrator or its agent considers
          advisable. Any payment under Section 15.5 shall be a complete
          discharge of any liability for the making of such payment under the
          provisions of the Plan. Nothing contained in this Section 15.5,
          however, should be deemed to impose upon the Plan Administrator any
          liability for paying a benefit to any person who is under such a legal
          disability or is so incapacitated unless it has received notice of
          such disability or incapacity from a competent source.

                                      -66-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


15.6      Telephonic and/or Electronic Transactions. The Plan Administrator may
          authorize the use of telephonic and/or electronic means and procedures
          for effecting one or more transactions or Participant requests
          hereunder, for example, enrolling in the Plan, requesting loans and/or
          withdrawals, electing investments, and commencing, changing, and/or
          suspending contributions.

15.7      Temporary Suspensions of Transactions. The Plan Administrator may
          temporarily suspend certain transactions hereunder as may be necessary
          to accommodate a change in Trustee, Plan recordkeeper, and/or
          investment funds. Any such suspension shall be communicated to
          Participants in advance.

15.8      Governing Law. The Plan will be construed, administered and enforced
          according to the laws of the Commonwealth of Massachusetts to the
          extent such laws are not inconsistent with and preempted by ERISA.

15.9      Acquisitions. Notwithstanding any Plan provision to the contrary, in
          no event shall the employees of an entity which is acquired by the
          Company or any Affiliated Company be eligible to participate under the
          Plan unless and until the Company approves and agrees to such
          participation.

                                      -67-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


IN WITNESS WHEREOF, Liberty Financial Companies, Inc. and each other
Participating Employer listed below has caused this instrument to be executed by
its respective duly authorized officer this ____________________ day of
_______________________, 19___.



LIBERTY FINANCIAL COMPANIES, INC.

By: _____________________________________


KEYPORT LIFE INSURANCE COMPANY

By: _____________________________________



LIBERTY FUNDS GROUP, LLC

By: _____________________________________


STEIN, ROE & FARNHAM INCORPORATED

By: _____________________________________



                                      -68-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


INDEPENDENT FINANCIAL MARKETING GROUP, INC.

By: _____________________________________


NEWPORT PACIFIC MANAGEMENT, INC.

By: _____________________________________


LIBERTY ASSET MANAGEMENT COMPANY

By: _____________________________________


                                      -69-
                                                                    Savings Plan
                                                                      Exec. Ver.
<PAGE>


                                    APPENDIX A

                              SPECIAL RULES FOR IFMG



1.1.A     Introduction. Effective March 7, 1996, the Company acquired the
          Independent Financial Marketing Group, Inc. and its wholly owned
          subsidiary IFS Agencies, Inc. (IFMG) and effective May 1, 1996, IFMG
          became a Participating Employer under the Liberty Financial Companies,
          Inc. Savings and Investment Plan and Trust (LFC Plan). The IFMG 401(k)
          Plan was subsequently merged into the LFC Plan. This Appendix sets
          forth certain rules which apply to former IFMG employees and certain
          employees who transferred to IFMG after it was acquired.

1.2.A     Years of Service. Employment with IFMG both prior and subsequent to
          March 7, 1996 will be counted as employment with the Company or an
          Affiliate for all purposes of the Plan except to the extent such
          employment may be disregarded under the break in service rules of the
          IFMG 401(k) Plan.

1.3.A     Matching Contributions. Certain Employees transferred their employment
          from the Liberty Financial Bank Group, Keyport Life Insurance Company,
          or Liberty Financial Companies, Inc. to IFMG. The Matching
          Contribution for such Employees shall be increased to 100% for 60
          months beginning April 1, 1997.

1.4.A     Vesting. A Participant who was a participant in the IFMG Plan will
          become 100% vested at age 55 provided he is still employed by the
          Company or an affiliate.

1.5.A     Spousal Consent for Distributions and Withdrawals. A married
          Participant who was previously a participant in the IFMG 401(k) Plan
          must obtain his spouse's consent in order to make a distribution or
          withdrawal.

1.6.A     Annuity Options. In the case of a Participant who was previously a
          Participant in the IFMG 401(k) Plan, in addition to the other forms of
          payment available hereunder for a final distribution annuity options
          shall be available in the form of a life annuity, 50%, 66b%, and 100%
          contingent annuitant annuity, a 5-, 10-, or 15-year certain and
          continuous annuity, and a cash refund annuity. A 50% contingent
          annuitant annuity with his spouse as designated beneficiary shall be
          automatically payable if the Participant is married unless the spouse
          consents to another form of distribution, and a life annuity shall be
          the automatic form of distribution if the Participant is not married
          unless he consents to another form of distribution.

<PAGE>



                                   APPENDIX B

                SPECIAL RULES FOR STEIN, ROE & FARNHAM EMPLOYEES


1.1.B        Introduction. The special rules set forth in this Appendix B shall
             apply to Participants who are Employees of Stein, Roe & Farnham.

1.2.B        Definition of Compensation. The definition of compensation as set
             forth in the Stein, Roe & Farnham Retirement Plan as it existed on
             June 30, 1998 shall continue to apply through December 31, 1998.
             Thereafter, the definition set forth in this Plan shall apply.

1.3.B        Maximum Employee Contribution. The maximum Elective Employee
             Contribution shall be 14% unless a greater contribution is approved
             by the Plan Administrator in accordance with IRS rules.

1.4.B        Matching Contribution. The Company matching contribution shall be
             50% of the first 6% of Employee Elective Contributions and shall be
             made only with respect to the first $66,000 of Compensation.
             Effective January 1, 1999, the Matching Contribution shall be
             increased to 75% of the first 6% of Employee Elective Contributions
             and shall be made with respect to the first $80,000 of
             Compensation.

1.5.B        Discretionary Contribution. This Discretionary Contribution shall
             be 7.5% of Compensation unless changed by Stein, Roe & Farnham.
             Notwithstanding the eligibility provisions of the Plan, an Employee
             hired during 1998 will not be eligible for a Discretionary
             Contribution until the Plan year ending December 31, 1999.

1.6.B        Vesting.

             (a) A Participant hired before July 2, 1987 shall be 100% vested in
                 his Discretionary Contribution Account.

             (b) A Participant hired before July 1, 1998 shall be 100% vested in
                 his Company Matching Contribution Account.

             (c) A Participant who was previously a Participant in the KJMM
                 Money Purchase Plan shall be vested in his transferred Money
                 Purchase Plan Account and his Discretionary Contribution
                 Account pursuant to the following schedule:

<TABLE>
<CAPTION>
                 Years of Service                  Vesting Percentage
                 ----------------                  ------------------
                    <S>                                    <C>
                    Less than 2                              0%
                              2                             33%
                              3                             67%
                              4                            100%
</TABLE>

<PAGE>

1.7.B        Forms of Payment for Former KJMM Employees. The spousal consent and
             forms of payment rules described in Appendix A for IFMG shall also
             apply to Participants who were previously Participants in the KJMM
             Money Purchase Plan or 401(k) Plan.

1.8.B        Withdrawals. No hardship withdrawals shall be permitted from a
             Participant's Discretionary Contribution Account, including any
             Profit Sharing Accounts transferred from the Stein, Roe & Farnham
             Retirement Plan. Any After-Tax Contributions made under the Stein,
             Roe & Farnham Retirement Plan, and related investment earnings, may
             be withdrawn for any reason at any time, provided that any such
             withdrawal shall consist of the Participant's entire After-Tax
             Contribution Account.

1.9.B        Loans. In the event a Stein, Roe & Farnham Participant has more
             than 2 outstanding loans as of June 30, 1998, he may continue to
             repay the loans according to their original terms. However, no new
             loan will be permitted which will cause his outstanding loans to
             exceed 2.

1.10.B       Transfer of Accounts. Accounts held on behalf of a Participant
             under the Stein, Roe & Farnham Retirement Plan shall be transferred
             to this Plan and held under corresponding accounts maintained under
             this Plan.


<PAGE>


                                   APPENDIX C

                      SPECIAL RULES FOR COLONIAL EMPLOYEES


1.1.C        Introduction. Effective September 1, 1998, the Colonial Group, Inc.
             Profit Sharing Plan (the Colonial Plan) is merged into and becomes
             a part of this Plan and the Accounts under such plan are
             transferred to this Plan. The special rules set forth in this
             Appendix C shall apply to Participants who are Employees of
             Colonial.

1.2.C        Rules from September 1 through December 31, 1998. For the period
             September 1 through December 31, 1998, the rules of the Colonial
             Plan as in effect on August 31, 1998 shall continue to apply except
             that the investment funds offered under the Plan shall replace the
             funds previously offered under the Colonial Plan. For this purpose,
             the terms of the Colonial Plan are hereby incorporated by
             reference, except that the terms of this plan relating to
             investments shall apply instead of the corresponding provisions of
             the Colonial Plan.

1.3.C        Rules on and after January 1, 1999. Effective January 1, 1999, the
             rules of this Plan shall entirely replace the rules of the Colonial
             Plan for Colonial Employees, subject to the special rules described
             below.

1.4.C        Maximum Employee Contribution. The maximum Elective Employee
             Contribution shall be 12% unless a greater contribution is approved
             by the Plan Administrator in accordance with IRS rules.

1.5.C        Withdrawals. In addition to the withdrawal rules set forth in the
             Plan, the following special rules apply to Colonial Employees for
             whom Accounts have been transferred to this Plan from the Colonial
             Plan.

             (a) After-Tax Contributions made under the Colonial Plan, and
                 related investment earnings, may be withdrawn for any reason at
                 any time, provided that any such withdrawal shall consist of
                 the Participant=' entire After-Tax Contribution Account;

             (b) Before-Tax Contributions made under the Colonial Plan shall be
                 subject to the same withdrawal rules as apply to Elective
                 Employee Contributions under this Plan;

             (c) One half of the Participant's Profit Sharing Account (as
                 defined under the Colonial Plan) value under the Colonial Plan
                 determined as of January 1, 1987 (not including the value of
                 any Before-Tax Contributions) shall be subject to the same
                 withdrawal rules as apply to Elective Employee Contributions;


<PAGE>


             (d) Except as provided in (b) and (c) above, no hardship
                 withdrawals shall be permitted from a Participant's Profit
                 Sharing Account, his ESOP Account (in each case as defined
                 under the Colonial Plan), or his Discretionary Contribution
                 Account.

1.6.C        Vesting. In the case of a Colonial Employee hired prior to January
             1, 1999, the following vesting rules shall apply to the extent they
             provide for earlier vesting than the terms of the Plan:

             (a) Any Before-Tax Contributions (as defined under the Colonial
                 Plan), made under the Colonial Plan for Plan Years commencing
                 before January 1, 1999 shall be 100% vested;

             (b) The following vesting schedule shall apply to both Matching
                 Contributions and Discretionary Contributions, and related
                 investment earnings, including any Profit Sharing Contributions
                 under the Colonial Plan which were not Before-Tax
                 Contributions;

<TABLE>
<CAPTION>
                 Years of Service                    Vesting Percentage
                 ----------------                    ------------------
                    <S>                                       <C>
                    Less than 1                                 0%
                              1                                33%
                              2                                67%
                              3                               100%
</TABLE>

             (c) The Employee shall become 100% vested at age 55 regardless of
                 his Years of Service.