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                                                                    EXHIBIT 10-D




                              TRUSERV CORPORATION




                     SAVINGS AND COMPENSATION DEFERRAL PLAN















                    Amended and restated as of July 1, 2000



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ARTICLE 1.  DEFINITIONS

1.01     Account means the entire interest of a Participant in the Trust Fund as
         of the date of reference. A Participant's Account shall consist of his
         Deferral Account, Profit Sharing Account, Matching Account, Savings
         Account, Pension Account and Rollover Account and, if applicable, his
         loan fund under Section 7.03.

1.02     Accrued Benefit means the amount standing in a Participant's Account as
         of any date, derived from both Company contributions and Associate
         contributions, if any.

1.03     Actual Deferral Percentage means, with respect to a specified group of
         Associates, the average of the ratios, calculated separately for each
         Associate in that group, of (a) the amount of Income Deferral
         Contributions made pursuant to Article 3. hereof for a Plan Year
         (including Income Deferral Contributions returned to a Highly
         Compensated Employee under Section 3.01(c) and Income Deferral
         Contributions returned to any Associate pursuant to Section 3.01(d), to
         (b) the Associates' Compensation for that entire Plan Year, provided
         that, upon direction of the Committee, Compensation for a Plan Year
         shall only be counted if received during the period an Associate is, or
         is eligible to become, a Participant. The Actual Deferral Percentage
         for each group and the ratio determined for each Associate in the group
         shall be calculated to the nearest one one-hundredth of one percent.
         For purposes of determining the Actual Deferral Percentage for a Plan
         Year, Income Deferral Contributions may be taken into account for a
         Plan Year only if they:
         (a)      relate to compensation that either would have been received by
                  the Associate in the Plan Year but for the deferral election,
                  or are attributable to services performed by the Associate in
                  the Plan Year and would have been received by the Associate
                  within 2 1/2  months after the close of the Plan Year but for
                  the deferral election,
         (b)      are allocated to the Associate as of a date within that Plan
                  Year and the allocation is not contingent on the participation
                  or performance of service after such date, and
         (c)      are actually paid to the Trustee no later than 12 months after
                  the end of the Plan Year to which the contributions relate.

1.04     Adjustment Factor means the cost of living adjustment factor prescribed
         by the Secretary of the Treasury under Section 415(d) of the Code for
         calendar years beginning on or after January 1, 1988, and applied to
         such items and in such manner as the Secretary shall provide.

1.05     Affiliated Company means any company not participating in the Plan
         which is a member of a controlled group of corporations (as defined in
         Section 414(b) of the Code) which also includes as a member TruServ
         Corporation, any trade or business under common control (as defined in
         Section 414(c) of the Code) with TruServ Corporation, a member of an
         affiliated service group (as defined in Section 414(m) of the Code)
         which includes TruServ Corporation, or any other entity required to be
         aggregated with TruServ Corporation pursuant to Regulations under
         Section 414(o) of the Code, except that with respect to Section 3.10
         and the definition of "leased employee" in Section 1.09 "more than 50%"
         shall be substituted for "at least 80%" where it appears in Section
         1563(a)(1) of the Code.




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1.06     Anniversary Date means the last day in each Plan Year.

1.07     Annual Dollar Limit means $150,000 commencing with the 1994 Plan Year.
         The Annual Dollar Limit shall be adjusted in accordance with Section
         401(a)(17)(B) of the Code.

1.08     Annuity Starting Date means the first day of the first period for which
         an amount is paid as an annuity or any other form following a
         Participant's retirement or other termination of employment.

1.09     Associate means any person employed by the Company who receives stated
         compensation other than a pension, severance pay, retainer or fee under
         contract and is a member of a group of Associates to whom the Plan has
         been and continues to be extended by the Company. Any person considered
         to be an independent contractor or consultant by the Company shall be
         excluded from the definition of Associate, regardless of such person's
         classification by the Internal Revenue Service for tax withholding
         purposes. Associate shall not include any "leased employee" as defined
         in Section 414(n) of the Code and any person who is included in a unit
         of Associates covered by a collective bargaining agreement which does
         not provide for his participation in the Plan. In the case of any
         person who is a leased employee immediately before or after a period of
         service as an Associate, the entire period during which he has
         performed services for the Company or an Affiliated Company as a leased
         employee shall be counted as service as an Associate for all purposes
         of the Plan, except that he shall not, by reason of that status, become
         a Participant of the Plan.

1.10     Beneficiary means any person, persons or entity named by a Participant
         by written designation filed with the Committee to receive benefits
         payable in the event of the Participant's death. However, if the
         Participant is married, his spouse shall be deemed to be the
         Beneficiary unless another Beneficiary has been named by a written
         designation filed with the Committee which has been signed by the
         Participant with Spousal Consent. If no such designation is in effect
         at the time of death of the Participant, or if no person, persons or
         entity so designated shall survive the Participant, the Participant's
         surviving spouse, if any, shall be deemed to be the Beneficiary;
         otherwise the Beneficiary(ies) shall be, at the Committee's discretion,
         any relative by blood, adoption or marriage in such proportion as the
         Committee determines or the estate of the last to die of the
         Participant or his designated Beneficiary.

1.11     Board of Directors means the Board of Directors of the Company.

1.12     Break in Service means an event affecting forfeitures, which shall
         occur as of the Participant's Severance Date if he is not reemployed by
         the Company or an Affiliated Company within one year after a Severance
         Date. However, if an Associate is absent from work immediately
         following his active employment, irrespective of whether the
         Associate's employment is terminated, because of the Associate's
         pregnancy, the birth of the Associate's child, the placement of a child
         with the Associate in connection with the adoption of that child by the
         Associate or for purposes of caring for that child for a period
         beginning immediately following that birth or placement and that
         absence from work began on or after the first day of the Plan Year
         which began in 1985, a Break in Service shall occur only if the
         Participant does not return to work within two years of his Severance
         Date. A Break in Service shall not occur during an approved leave of
         absence or during a period of military service which is included in the
         Associate's Service pursuant to Section 1.44.



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1.13     Coast Plan means the SERVISTAR/Coast to Coast Profit Sharing and
         Savings Plan sponsored by the SERVISTAR/Coast to Coast Corporation,
         which was merged into the SERVISTAR plan as of August 1, 1996.

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

1.15     Committee means the committee named as such pursuant to the provisions
         of Article 8.

1.16     Company means TruServ Corporation and any successor entity thereto
         which adopts this Plan. Cotter & Company and SERVISTAR COAST TO COAST
         Corporation merged on July 1, 1997 and became TruServ Corporation.

1.17     Compensation means the total remuneration actually paid to the
         Participant by the Company during the Plan Year to which reference is
         made, determined prior to any pre-tax contributions under a "qualified
         cash or deferred arrangement" (as defined under Section 401(k) of the
         Code and its applicable regulations) or under a "cafeteria plan" (as
         defined under Section 125 of the Code and its applicable regulations).
         Compensation shall include basic salary or wages (including
         commissions, bonuses (other than sign-on bonuses)), and all other
         direct current remuneration, such as vacation, holiday and sick pay,
         but shall not include severance pay, moving or relocation allowances or
         bonuses, tuition reimbursements, automobile or travel allowances or
         bonuses, or long-term disability pay paid during the period the
         Participant is an active Participant, Company Contributions to Social
         Security, contributions to this or any other deferred profit sharing or
         retirement plan or program, stock options, or the value of any other
         fringe benefits provided at the expense of the Company and not
         specifically included herein. However, Compensation shall not exceed
         the Annual Dollar Limit, provided that such Annual Dollar Limit shall
         not be applied in determining Highly Compensated Employees under
         Section 1.27.

1.18     Contribution Percentage means, with respect to a specified group of
         Associates, the average of the ratios, calculated separately for each
         Associate in that group, of (a) the amount of Participant's Matching
         Contributions (excluding any Matching Contributions forfeited under the
         provisions of Sections 3.01 and 3.06, to (b) the Associate's
         Compensation for that Plan Year, provided that upon direction of the
         Committee, Compensation for a Plan Year shall only be counted if
         received during the period an Associate is, or is eligible to become, a
         Participant. The Contribution Percentage for each group and the ratio
         determined for each Associate in the group shall be calculated to the
         nearest one one-hundredth of one percent.

1.19     Cotter Plan means the Cotter & Company Employees' Savings and
         Compensation Deferral Plan, originally effective January 1, 1976, which
         was merged with the SERVISTAR Plan effective January 1, 1998 to create
         this Plan.

1.20     Date of Employment means the first date on which an Associate completes
         an Hour of Service as an Associate, provided that in the case of a
         Break in Service the "Date of Employment" shall be the first date
         thereafter on which he completes an Hour of Service.



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1.21     Deferral Account means so much of the Participant's Account as is
         attributable to a Participant's Income Deferral Contributions, adjusted
         as provided herein for investment income, gain or loss and expenses.
         The Deferral Account shall hold:
         (a)      the Participant's "Deferral Account" under the Cotter Plan,
         (b)      the Participant's "Pre-Tax Account" under the SERVISTAR Plan
                  (known as the "Savings Plus Account" prior to July 1, 1996),
                  which also includes
         (c)      the Participant's Coast Plan "Pre-Tax Account" merged into the
                  SERVISTAR Plan as of August 1, 1996.

1.22     Disability means total and permanent physical or mental disability, as
         evidenced by:
         (a)      receipt of Social Security disability pension, or
         (b)      receipt of disability payments under the Company's long-term
                  disability program.

1.23     Earnings means the amount of earnings to be returned with any excess
         deferrals, excess contributions or excess aggregate contributions under
         Section 3.01, 3.06, 3.07 or 3.08 for a Plan Year, determined as of the
         last day of such Plan Year under the Plan's method of allocating income
         to Participants' Accounts pursuant to Section 4.03.

1.24     Effective Date means January 1, 1998 for this amended and restated
         Plan.

1.25     Entry Date means any day of the Plan Year following an Associate's
         completion of one year of Service.

1.26     ERISA means the Associate Retirement Income Security Act of 1974, as
         amended from time to time.

1.27     Highly Compensated Employee means any Associate of the Company or an
         Affiliated Company (whether or not eligible for membership in the Plan)
         who:
         (a)      was a 5% owner of the Company (as defined in Section 416(i) of
                  the Code) for such Plan Year or the prior Plan Year, or
         (b)      for the preceding Plan Year received Compensation in excess of
                  $80,000 commencing with the 1997 Plan Year (as adjusted by the
                  Secretary of the Treasury from time to time for the
                  cost-of-living in accordance with Section 414(q) of the Code).
         The Company's preceding Plan Year election as described above, shall be
         used consistently in determining Highly Compensated Employees for
         determination years of all Associate benefit plans of the Company and
         any Affiliated Company for which Section 414(q) of the Code applies
         (other than a multiemployer plan) that begin with or within the same
         calendar year, until such election is changed by Plan amendment in
         accordance with Internal Revenue Service requirements. Notwithstanding
         the foregoing, the consistency provision in the preceding sentence
         shall not apply for the Plan Year beginning in 1997, and for Plan Years
         beginning in 1998 and 1999, shall apply only with respect to all
         qualified retirement plans (other than a multiemployer plan) of the
         Company and any Affiliated Company.

         Notwithstanding the foregoing, Associates who are nonresident aliens
         and who receive no earned income from the Company or an Affiliated
         Company which constitutes income from sources within the United States
         shall be disregarded for all purposes of this Section.



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         The provisions of this Section shall be further subject to such
         additional requirements as shall be described in Section 414(q) of the
         Code and its applicable regulations, which shall override any aspects
         of this Section inconsistent therewith.

1.28     Hour of Service means each hour for which an Associate is directly or
         indirectly paid, or entitled to payment, by the Company or an
         Affiliated Company for the performance of duties.

1.29     Income Deferral Contributions means amounts contributed pursuant to
         Section 3.01.

1.30     Investment Fund means any one of or all of the investment funds
         available to a Participant as provided in Section 4.02.

1.31     Matching Account means so much of a Participant's Account as is
         attributable to the Company's Matching Contributions, adjusted as
         provided herein for investment income, gain or loss and expenses. The
         Matching Account shall also hold the Participant's match account under
         any plan merged, either directly or indirectly, into this Plan.

1.32     Matching Contributions means amounts contributed by the Company
         pursuant of Section 3.02.

1.33     Nonhighly Compensated Employees means for any Plan Year an Associate of
         the Company or an Affiliated Company who is not a Highly Compensated
         Employee for that Plan Year.

1.34     Normal Retirement Age means attainment of age 65.

1.35     Participant means any person who is an Associate and who has been
         admitted to participation in this Plan pursuant to the eligibility
         provisions of Article 2. A Participant ceases to be a Participant when
         all assets in his Account to which he is entitled under the Plan have
         been distributed in accordance with the Plan.

1.36     Pension Account means so much of the Participant's Account which was
         credited the "Participant's Pension Account" under the Coast Plan which
         had been transferred into the SERVISTAR Plan on behalf of the
         Participant from the Coast America Retirement Savings Plan, adjusted as
         provided herein for investment income, gain or loss and expenses.

1.37     Plan means the TruServ Corporation Savings and Compensation Deferral
         Plan as set forth herein, and as the same may from time to time
         hereafter be amended. This Plan was created by merger of the Cotter &
         Company Employees' Savings and Compensation Deferral Plan and the
         SERVISTAR COAST TO COAST Corporation Supplemental Retirement Plan,
         effective January 1, 1998.

1.38     Plan Year means the twelve-month period commencing each January 1.

1.39     Profit Sharing Account means so much of a Participant's Account as is
         attributable to the SERVISTAR Plan "Profit Sharing Account" merged into
         this Plan as of January 1, 1998, adjusted as provided herein for
         investment income, gain or loss and expenses. This SERVISTAR Plan
         "Profit Sharing Account" was called the "Company Contribution



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         Account" prior to July 1, 1996. The "Profit Sharing Account" shall also
         hold the Participant's Coast Plan "Retirement Account" merged into the
         SERVISTAR Plan as of August 1, 1996.

1.40     Qualified Joint and Survivor Annuity means an annuity payable for the
         life of a Participant, and, after the Participant's death, an annuity
         payable to his spouse for life at the rate of not less than 50% nor
         more than 100% of the amount payable to the Participant.

1.41     Rollover Account means so much of the Participant's Account into which
         shall be credited the Rollover Contributions made by a Participant as
         set forth in Section 3.03, adjusted as provided herein for investment
         income, gain or loss and expenses. This Rollover Account shall also
         hold the Participant's Cotter Plan "Rollover Account" and SERVISTAR
         Plan "Rollover Account" (which includes the Coast Plan "Rollover
         Account" merged as of August 1, 1996) merged into this Plan as of
         January 1, 1998.

1.42     Rollover Contributions means amounts contributed pursuant to Section
         3.03.

1.43     Savings Account means so much of a Participant's Account as is
         attributable to a Participant's after-tax contributions under the
         Cotter Plan or the SERVISTAR Plan or any other plan previously merged
         into them, adjusted as provided herein for investment income, gain or
         loss and expenses. This Savings Account was called the Employee
         Contribution Account prior to July 1, 1986. The Savings Account shall
         hold the Participant's Coast Plan "Employee Thrift Account" merged into
         this Plan as of August 1, 1996.

1.44     Service means, with respect to any Associate, his period of employment
         with the Company or an Affiliated Company, whether or not as an
         Associate, beginning on the date he first completes an Hour of Service
         (or the date he first completes and Hour of Service upon reemployment
         after a Break in Service) and ending on his Severance Date, provided
         that:
         (a)      if his employment terminates and he is reemployed within one
                  year of the earlier of:
                  (i)      his date of termination, or
                  (ii)     the first day of an absence from service immediately
                           preceding his date of termination,
                  the period between his Severance Date and his date of
                  reemployment shall be included in his Service;
         (b)      to the extent provided by the Company in a written agreement,
                  an Associate's service with any predecessor to the Company
                  will be considered as employment by the Company, thus, Service
                  shall include an Associate's continuous employment with Cotter
                  & Company under the provisions of the Cotter Plan, "Years of
                  Service" with the SERVISTAR Corporation under the provisions
                  of the SERVISTAR Plan, and continuous service with the
                  Coast-to-Coast Corporation prior to its acquisition by the
                  SERVISTAR Corporation, as recognized under the provisions of
                  the Coast-to-Coast Corporation qualified retirement plan;
         (c)      if he is on a leave of absence, any portion of that period of
                  leave which is not otherwise included in his Service shall be
                  included in his Service. A leave of absence means any of the
                  following:
                  (i)      Absence on leave granted by the Company or an
                           Affiliated Company for any cause for the period
                           stated in such leave and any extension that the



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                           Company or an Affiliated Company may grant in
                           writing. For the purpose of this subsection, the
                           Company or an Affiliated Company shall give uniform
                           treatment to all Associates in similar circumstances;
                  (ii)     Absence in any circumstances so long as the Associate
                           continues to receive his regular pay from the Company
                           or an Affiliated Company;
                  (iii)    Absence because of service in the uniformed armed
                           forces of the United States by an Associate, if he
                           shall have returned to employment with the Company or
                           an Affiliated Company having applied to return while
                           his reemployment rights were protected by law; or
                  (iv)     Absence by reason of vacation, holidays, illness,
                           disability, maternity or jury duty.
                  When a leave of absence ceases and the Associate does not
                  return to Service, the last day of the leave shall be deemed a
                  Severance Date unless his Service actually terminated prior to
                  the expiration of the leave.
         (d)      if a former Associate who is not vested with respect to any
                  portion of his Deferral Account or Matching Account is
                  reemployed by the Company or an Affiliated Company after he
                  has incurred five consecutive one-year Breaks in Service, his
                  period of Service prior to such five consecutive one-year
                  Breaks in Service shall be disregarded for purposes of
                  determining the vested portion of his Matching Account upon
                  his reemployment if the consecutive number of his one-year
                  Breaks in Service equal or exceed his years of Service. In no
                  event shall a period of Service after an Associate has
                  incurred five consecutive one-year Breaks in Service be taken
                  into account in determining the vested portion of his Matching
                  Account attributable to Service prior to such five year Break
                  in Service.

1.45     SERVISTAR Plan means the SERVISTAR COAST TO COAST Corporation
         Supplemental Retirement Plan, originally effective July 1, 1964, which
         was merged with the Cotter Plan effective January 1, 1998 to create
         this Plan.

1.46     Severance Date means the earlier of:
         (a)      the date an Associate quits, retires, is discharged or dies,
                  or
         (b)      the first anniversary of the date on which an Associate is
                  first absent from service, with or without pay, for any reason
                  such as vacation, sickness, disability, layoff or leave of
                  absence.

1.47     Spousal Consent means the written consent of a Participant's spouse to
         the Participant's election of a specified form of benefit or
         designation of a specified Beneficiary. The specified form or specified
         Beneficiary shall not be changed unless further Spousal Consent is
         given. Spousal Consent shall be duly witnessed by a Plan representative
         or notary public and shall acknowledge the effect on the spouse of the
         Participant election. The requirement for Spousal Consent may be waived
         by the Committee in the event that the Participant establishes to its
         satisfaction that he has no spouse, that such spouse cannot be located,
         or under such other circumstances as may be permitted under applicable
         Treasury Department regulations. Spousal Consent shall be applicable
         only to the particular spouse who provides such consent.

1.48     Trust Fund means such money or property as shall from time to time be
         paid to the Trustee under this Plan, and such earnings, profits,
         increments, additions and appreciation thereto, decreased by losses,
         depreciation, benefits paid and expenses incurred in the administration
         of the Plan and Trust.

1.49     Trustee means the party or parties so designated pursuant to a trust
         agreement by the Company for this Plan and any duly appointed successor
         Trustee or Trustees acting hereunder.

1.50     Valuation Date means any business day of the Plan Year.



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ARTICLE 2.  PARTICIPATION AND ENTRY DATE

2.01     ELIGIBILITY FOR INCOME DEFERRAL CONTRIBUTIONS
         Any Participant in the Cotter Plan or SERVISTAR Plan on December 31,
         1997 shall be a Participant in this Plan on January 1, 1998 based on
         his contribution election in effect in each respective plan on December
         31, 1997. Any Associate who was eligible to participate on December 31,
         1997 shall be eligible to become a Participant on January 1, 1998
         provided he is then still an Associate. Each other Associate shall be
         eligible to make Income Deferral Contributions on any Entry Date
         coinciding with or immediately following the date he completes one year
         of Service. Any former Associate of Advocate Services, Inc. who becomes
         an Associate on or after January 1, 1998, shall be eligible to become a
         Participant when he becomes an Associate.

2.02     PARTICIPATION
         An eligible Associate shall become a Participant for purposes of
         Section 2.01 on the first Entry Date coinciding with or immediately
         following the date he completes one year of Service, provided he has
         completed the enrollment procedures established by the Committee for:
         (a)      making an election for Income Deferral Contributions under
                  Section 3.01;
         (b)      authorizing the Company to reduce his Compensation;
         (c)      making an investment election; and
         (d)      designating a Beneficiary.

2.03     ELIGIBILITY UPON REEMPLOYMENT
         Any Associate whose employment terminates and who is subsequently
         reemployed shall become a Participant in accordance with Section 2.01.
         Upon reemployment, the eligible Associate must complete the enrollment
         procedures under Section 2.02.

2.04     TRANSFERRED PARTICIPANTS
         A Participant who remains in the employ of the Company or an Affiliated
         Company but ceases to be an Associate (e.g., the Associate enters a
         nonparticipating collective bargaining unit) shall continue to be a
         Participant of the Plan but shall not be eligible to receive
         allocations of Income Deferral Contributions or Matching Contributions
         while his employment status is other than as an Associate.

ARTICLE 3.        INCOME DEFERRAL CONTRIBUTIONS

3.01     INCOME DEFERRAL CONTRIBUTIONS
         (a)      A Participant may elect on his application filed under Section
                  2.02 hereof to reduce his Compensation payable while a
                  Participant by not less than 1% and not more than 15%, in
                  multiples of 1% as elected by the Participant, and have that
                  amount contributed to the Plan by the Company in a manner to
                  be determined by the Committee. The Income Deferral
                  Contributions shall be paid to the Trustee as of the earliest
                  date on which such contributions can reasonably be segregated
                  from the Company's general assets, but no later than the 15th
                  day of the month following the month in which the Income
                  Deferral Contributions were made and shall be credited to the
                  Participant's Deferral Account. A Participant shall be 100%
                  vested at all times in his Deferral Account. Income Deferral
                  Contributions shall be further limited as provided below and
                  in Sections 3.01(b), 3.06 and 3.10.
         (b)      In no event shall the Participant's Income Deferral
                  Contributions and similar contributions made on his behalf by
                  the Company or an Affiliated Company to all plans, contracts
                  or arrangements subject to the provisions of Section
                  401(a)(30) of the Code in any calendar year exceed $7,000
                  commencing in the 1987 Plan Year, as adjusted from time to
                  time for cost-of-living pursuant to Section 402(g)(5) of the
                  Code. If a Participant's Income Deferral Contributions in a
                  calendar year reach that dollar limitation, his election of
                  Income Deferral Contributions for the remainder of the
                  calendar year will be canceled. As of the first pay period of
                  the following calendar year, the Participant's election of
                  Income Deferral Contributions shall again become effective in
                  accordance with his previous election, unless the Participant
                  elects otherwise.


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         (c)      In the event that the sum of the Income Deferral Contributions
                  and similar contributions to any other qualified defined
                  contribution plan maintained by the Company or an Affiliated
                  Company exceeds the dollar limitation in subsection (b) above
                  for any calendar year, the Participant shall be deemed to have
                  elected a return of Income Deferral Contributions in excess of
                  such limit ("excess deferrals") from this Plan. The excess
                  deferrals, together with Earnings, shall be returned to the
                  Participant no later than the April 15 following the end of
                  the calendar year in which the excess deferrals were made. The
                  amount of excess deferrals to be returned for any calendar
                  year shall be reduced by any Income Deferral Contributions
                  previously returned to the Participant under Section 3.06 for
                  that calendar year. In the event any Income Deferral
                  Contributions returned under this paragraph (b) were matched
                  by Matching Contributions under Section 3.02, those Matching
                  Contributions, together with Earnings, shall be forfeited and
                  used to reduce Company contributions.
         (d)      If a Participant makes tax-deferred contributions under
                  another qualified defined contribution plan for any calendar
                  year and those contributions when added to his Income Deferral
                  Contributions under this Plan exceed the dollar limitation
                  under subsection (b) above for that calendar year, the
                  Participant may allocate all or a portion of such excess
                  deferrals to this Plan. In that event, the excess deferrals,
                  with Earnings thereon, as allocated shall be returned to the
                  Participant no later than the April 15 following the end of
                  the calendar year in which the excess deferrals were made.
                  However, the Plan shall not be required to return excess
                  deferrals unless the Participant notifies the Committee, in
                  writing, by March 1 of that following calendar year of the
                  amount of the excess deferrals allocated to this Plan. The
                  amount of excess deferrals to be returned for any calendar
                  year shall be reduced by any Income Deferral Contributions
                  previously returned to the Participant under Section 3.06 for
                  that calendar year. In the event any Income Deferral
                  Contributions returned under this paragraph (d) were matched
                  by Matching Contributions under Section 3.02, those Matching
                  Contributions, together with Earnings, shall be forfeited and
                  used to reduce Company contributions.

3.02     MATCHING CONTRIBUTIONS
         The Company shall contribute on behalf of each Participant who elects
         to make Income Deferral Contributions an amount equal to 100% of the
         first 3% plus 50% of the next 3% of Compensation which is contributed
         as Income Deferral Contributions on behalf of or by the Participant to
         the Plan during each payroll period. In no event, however, shall the
         Matching Contributions pursuant to this Section exceed 4.5% of the
         Participant's Compensation while a Participant with respect to a
         particular Plan Year. Notwithstanding the foregoing provisions of this
         Section 3.02, effective as of the first payroll period ending after
         July 1, 2000 (a) the Company may thereafter authorize Matching
         Contributions on behalf of each Participant who elects to make Income
         Deferral Contributions in an amount equal to a percentage of such
         Income Deferral Contributions with such maximum percentage amount as
         determined from time to time by the Company in its sole discretion; (b)
         any such Matching Contributions shall be allocated on an annual basis
         only to the accounts of Participants who are actively employed by the
         Company as of the Anniversary Date, who are on authorized medical leave
         of absence as of the Anniversary Date, or whose employment has
         terminated during the Plan Year after attainment of Normal Retirement
         Age, as a result of involuntary termination by the Company, or as a
         result of death or Disability; and (c) the Company reserves the right
         not to make any Matching Contributions for any reason it deems
         appropriate. The Matching Contributions are made expressly conditional
         on the Plan satisfying the provisions of Sections 3.01, 3.06, 3.07 and
         3.08. If any portion of the Income Deferral Contributions to which the
         Matching Contribution relates is returned to the Participant under
         Sections 3.01, 3.06 and 3.08, the corresponding Matching Contribution
         shall be forfeited and if any amount of the Matching Contribution is
         deemed an excess aggregate contribution under Section 3.07, such amount
         shall be forfeited in accordance with the provisions of that Section.



                                      -9-
<PAGE>   11

3.03     ROLLOVER CONTRIBUTIONS
         (a)      With the permission of the Committee and without regard to any
                  limitations on contributions set forth in Article 3, the Plan
                  may receive from a Participant, or an Associate who has not
                  yet met the eligibility requirements for membership, in cash,
                  any amount previously received (or deemed to be received) by
                  him from a qualified plan. The Plan may receive such amount
                  either directly from the Participant or Associate or from an
                  individual retirement account or from a qualified plan in the
                  form of a direct rollover. Notwithstanding the foregoing, the
                  Plan shall not accept any amount unless such amount is
                  eligible to be rolled over to a qualified trust in accordance
                  with applicable law and the Participant provides evidence
                  satisfactory to the Committee that such amount qualifies for
                  rollover treatment. Unless received by the Plan in the form of
                  a direct rollover, the Rollover Contribution must be paid to
                  the Trustee on or before the 60th day after the day it was
                  received by the Participant. No "rollover amount" will be
                  accepted, directly or indirectly, from an individual
                  retirement account to which the Associate contributed on his
                  own behalf or which consists, in whole or in part, of
                  insurance contracts.
         (b)      The Trustee shall establish a Rollover Account on whose behalf
                  such "rollover amount" was received.
         (c)      All "rollover amounts" shall be fully vested in the Associate
                  on whose behalf they are established.
         (d)      The assets held on behalf of any Associate in a rollover
                  account shall be aggregated with any other vested interest he
                  may have in this Plan for the purpose of distribution and
                  shall be distributed at the same time and by the same method
                  as the remainder of his vested interest in this Plan.

3.04     CHANGE IN CONTRIBUTIONS
         The percentages of Compensation designated by a Participant under
         Section 3.01 shall automatically apply to increases and decreases in
         his Compensation. Subject to the provisions of Section 3.01, a
         Participant may change the percentage of his authorized payroll
         deduction or reduction at any time. The changed percentage shall become
         effective as soon as administratively feasible following receipt of
         notice by the Committee, according to rules established by the
         Committee.

3.05     SUSPENSION OF CONTRIBUTIONS
         revoke his election under Section 3.01 at any time by giving notice to
         the Committee. The suspension or revocation shall become effective as
         soon as administratively feasible following receipt of notice by the
         Committee or its delegate, according to rules established by the
         Committee. A Participant who has suspended and/or revoked his
         contributions under Section 3.01 may apply to the Committee to have
         them resumed and to have his Compensation reduced in accordance with
         Section 3.01 as soon as administratively feasible following receipt of
         notice by the Committee or its delegate, according to rules established
         by the Committee.



                                      -10-
<PAGE>   12

3.06     ACTUAL DEFERRAL PERCENTAGE TEST
         With respect to each Plan Year commencing on or after January 1, 1997,
         the Actual Deferral Percentage for that Plan Year for Highly
         Compensated Employees who are Participants or eligible to become
         Participants for that Plan Year shall not exceed the Actual Deferral
         Percentage for the preceding Plan Year for all Nonhighly Compensated
         Employees for the preceding Plan Year who were Participants or eligible
         to become Participants during the preceding Plan Year multiplied by
         1.25. If the Actual Deferral Percentage for such Highly Compensated
         Employees does not meet the foregoing test, the Actual Deferral
         Percentage for such Highly Compensated Employees for that Plan Year may
         not exceed the Actual Deferral Percentage for the preceding Plan Year
         for all Nonhighly Compensated Employees for the preceding Plan Year who
         were Participants or eligible to become Participants during the
         preceding Plan Year by more than two percentage points, and such Actual
         Deferral Percentage for such Highly Compensated Employees for the Plan
         Year may not be more than 2.0 times the Actual Deferral Percentage for
         the preceding Plan Year for all Nonhighly Compensated Employees for the
         preceding Plan Year who were Participants or eligible to become
         Participants during the preceding Plan Year (or such lesser amount as
         the Committee shall determine to satisfy the provisions of Section
         3.08). Notwithstanding the foregoing, the Company may elect to use the
         Actual Deferral Percentage for Nonhighly Compensated Employees for the
         Plan Year being tested rather than the preceding Plan Year provided
         that such election must be evidenced by a Plan amendment and once made
         may not be changed except as provided by the Secretary of the Treasury.

         The Committee may implement rules limiting the Income Deferral
         Contributions which may be made on behalf of some or all Highly
         Compensated Employees so that this limitation is satisfied. If the
         Committee determines that the limitation under this Section has been
         exceeded in any Plan Year, the following provisions shall apply:
         (a)      The actual deferral ratio of the Highly Compensated Employee
                  with the highest actual deferral ratio shall be reduced to the
                  extent necessary to meet the actual deferral percentage test
                  or to cause such ratio to equal the actual deferral ratio of
                  the Highly Compensated Employee with the next highest ratio.
                  This process will be repeated until the actual deferral
                  percentage test is passed. Each ratio shall be rounded to the
                  nearest one one-hundredth of one percent of the Participant's
                  Compensation. The amount of Income Deferral Contributions made
                  by each Highly Compensated Employee in excess of the amount
                  permitted under his revised deferral ratio shall be added
                  together. This total dollar amount of excess contributions
                  ("excess contributions") shall then be allocated to some or
                  all Highly Compensated Employees in accordance with the
                  provisions of paragraph (b) below.
         (b)      The Income Deferral Contributions of the Highly Compensated
                  Employee with the highest dollar amount of Income Deferral
                  Contributions shall be reduced by the lesser of (i) the amount
                  required to cause that Associate's Income Deferral
                  Contributions to equal the dollar amount of the Income
                  Deferral Contributions of the Highly Compensated Employee with
                  the next highest dollar amount of Income Deferral
                  Contributions, or (ii) an amount equal to the total excess
                  contributions. This procedure is repeated until all excess
                  contributions are allocated. The amount of excess
                  contributions allocated to a Highly Compensated Employee,
                  together with Earnings thereon, shall be distributed to him or
                  her in accordance with the provisions of paragraph (c).


                                      -11-
<PAGE>   13
         (c)      The excess contributions, together with Earnings thereon,
                  allocated to a Participant shall be paid to the Participant
                  before the close of the Plan Year following the Plan Year in
                  which the excess contributions were made, and to the extent
                  practicable, within 2 1/2 months of the close of the Plan Year
                  in which the excess contributions were made. However, any
                  excess contributions for any Plan Year shall be reduced by any
                  Income Deferral Contributions previously returned to the
                  Participant under Section 3.01 for that Plan Year. In the
                  event any Income Deferral Contributions returned under this
                  Section were matched by Matching Contributions, such
                  corresponding Matching Contributions, with Earnings thereon,
                  shall be forfeited and used to reduce Company contributions.

3.07     CONTRIBUTION PERCENTAGE TEST
         With respect to each Plan Year commencing on or after January 1, 1997,
         the Contribution Percentage for that Plan Year for Highly Compensated
         Employees who are Participants or eligible to become Participants for
         that Plan Year shall not exceed the Contribution Percentage for the
         preceding Plan Year for all Nonhighly Compensated Employees for the
         preceding Plan Year who were Participants or eligible to become
         Participants during the preceding Plan Year multiplied by 1.25. If the
         Contribution Percentage for such Plan Year for such Highly Compensated
         Employees does not meet the foregoing test, the Contribution Percentage
         for such Highly Compensated Employees for the Plan Year may not exceed
         the Contribution Percentage for the preceding Plan Year for all
         Nonhighly Compensated Employees for the preceding Plan Year who were
         Participants or eligible to become Participants during the preceding
         Plan Year by more than two percentage points, and the Contribution
         Percentage for such Highly Compensated Employees for the Plan Year may
         not be more than 2.0 times the Contribution Percentage for the
         preceding Plan Year for all Nonhighly Compensated Employees for the
         preceding Plan Year who were Participants or eligible to become
         Participants during the preceding Plan Year (or such lesser amount as
         the Committee shall determine to satisfy the provisions of Section
         3.08). Notwithstanding the foregoing, the Company may elect to use the
         Actual Contribution Percentage for Nonhighly Compensated Employees for
         the Plan Year being tested rather than the preceding Plan Year provided
         that such election must be evidenced by a Plan amendment and once made
         may not be changed except as provided by the Secretary of the Treasury.

         If the Committee determines that the limitation under this Section 3.07
         has been exceeded in any Plan Year, the following provisions shall
         apply:
         (a)      The actual contribution ratio of the Highly Compensated
                  Employee with the highest actual contribution ratio shall be
                  reduced to the extent necessary to meet the test or to cause
                  such ratio to equal the actual contribution ratio of the
                  Highly Compensated Employee with the next highest actual
                  contribution ratio. This process will be repeated until the
                  actual contribution percentage test is passed. Each ratio
                  shall be rounded to the nearest one one-hundredth of one
                  percent of a Participant's Compensation. The amount of
                  Matching Contributions made by or on behalf of each Highly
                  Compensated Employee in excess of the amount permitted under
                  his revised actual contribution ratio shall be added together.
                  This total dollar amount of excess contributions ("excess
                  aggregate contributions") shall then be allocated to some or
                  all Highly Compensated Employees in accordance with the
                  provisions of paragraph (b) below.




                                      -12-
<PAGE>   14
         (b)      The Matching Contributions of the Highly Compensated Employee
                  with the highest dollar amount of such contributions shall be
                  reduced by the lesser of:
                  (i)      the amount required to cause that Associate's
                           Matching Contributions to equal the dollar amount of
                           such contributions of the Highly Compensated Employee
                           with the next highest dollar amount of such
                           contributions, or
                  (ii)     an amount equal to the total excess aggregate
                           contributions.
                  This procedure is repeated until all excess aggregate
                  contributions are allocated. The amount of excess aggregate
                  contributions allocated to each Highly Compensated Employee,
                  together with Earnings thereon, shall be distributed or
                  forfeited in accordance with the provisions of paragraph (c)
                  below.
         (c)      Excess aggregate contributions allocated to a Highly
                  Compensated Employee under paragraph (b) above shall be
                  distributed or forfeited as follows: so much of the Matching
                  Contributions, together with Earnings, as shall be necessary
                  to equal the balance of the excess aggregate contributions
                  shall be reduced, with the vested Matching Contributions,
                  together with applicable Earnings, being paid to the
                  Participant and the Matching Contributions which are
                  forfeitable under the Plan, together with applicable Earnings,
                  being forfeited and applied to reduce Company contributions.
         (d)      Any repayment or forfeiture of excess aggregate contributions
                  shall be made before the close of the Plan Year following the
                  Plan Year for which the excess aggregate contributions were
                  made, and to the extent practicable, any repayment or
                  forfeiture shall be made within 2 1/2 months of the close of
                  the Plan Year in which the excess aggregate contributions were
                  made.

3.08     AGGREGATE CONTRIBUTION LIMITATION
         Notwithstanding the provisions of Sections 3.06 and 3.07, in no event
         shall the sum of the Actual Deferral Percentage of the group of
         eligible Highly Compensated Employees and the Contribution Percentage
         of such group, after applying the provisions of Sections 3.06 and 3.07,
         exceed the "aggregate limit" as provided in Section 401(m)(9) of the
         Code and the regulations issued thereunder. In the event the aggregate
         limit is exceeded for any Plan Year, the Contribution Percentages of
         the Highly Compensated Employees shall be reduced to the extent
         necessary to satisfy the aggregate limit in accordance with the
         procedure set forth in Section 3.07.

3.09     ADDITIONAL DISCRIMINATION TESTING PROVISIONS
         (a)      If any Highly Compensated Employee is a member of another
                  qualified plan of the Company or an Affiliated Company, other
                  than an employee stock ownership plan described in Section
                  4975(e)(7) of the Code or any other qualified plan which must
                  be mandatorily disaggregated under Section 410(b) of the Code,
                  under which deferred cash contributions or matching
                  contributions are made on behalf of the Highly Compensated
                  Employee or under which the Highly Compensated Employee makes
                  after-tax contributions, the Committee shall implement rules,
                  which shall be uniformly applicable to all Associates
                  similarly situated, to take into account all such
                  contributions for the Highly Compensated Employee under all
                  such plans in applying the limitations of Sections 3.06, 3.07


                                      -13-
<PAGE>   15
                  and 3.08. If any other such qualified plan has a plan year
                  other than the Plan Year defined in Section 1.38, the
                  contributions to be taken into account in applying the
                  limitations of Sections 3.06, 3.07 and 3.08 will be those made
                  in the plan years ending with or within the same calendar
                  year.
         (b)      In the event that this Plan is aggregated with one or more
                  other plans to satisfy the requirements of Sections 401(a)(4)
                  and 410(b) of the Code (other than for purposes of the average
                  benefit percentage test) or if one or more other plans is
                  aggregated with this Plan to satisfy the requirements of such
                  sections of the Code, then the provisions of Sections 3.06,
                  3.07 and 3.08 shall be applied by determining the Actual
                  Deferral Percentage and Contribution Percentage of Associates
                  as if all such plans were a single plan. If this Plan is
                  permissively aggregated with any other plan or plans for
                  purposes of satisfying the provisions of Section 401(k)(3) of
                  the Code, the aggregated plans must also satisfy the
                  provisions of Sections 401(a)(4) and 410(b) of the Code as
                  though they were a single plan. For Plan Years beginning after
                  December 31, 1989, plans may be aggregated under this
                  paragraph (b) only if they have the same plan year.
         (c)      The Company may elect to use Income Deferral Contributions to
                  satisfy the tests described in Sections 3.07 and 3.08,
                  provided that the test described in Section 3.06 is met prior
                  to such election, and continues to be met following the
                  Company's election to shift the application of those Income
                  Deferral Contributions to Sections 3.06 and 3.07.
         (d)      The Company may authorize that special "qualified nonelective
                  contributions" shall be made for a Plan Year, which shall be
                  allocated in such amounts and to such Participants, who are
                  Nonhighly Compensated Employees, as the Committee shall
                  determine. The Committee shall establish such separate
                  accounts as may be necessary. Qualified nonelective
                  contributions shall be 100% nonforfeitable when made. Any
                  qualified nonelective contributions made on or after January
                  1, 1989 and any earnings credited on any qualified nonelective
                  contributions after such date shall only be available for
                  withdrawal under the provisions of Section 7.03. Qualified
                  nonelective contributions made for the Plan Year may be used
                  to satisfy the tests described in Sections 3.06, 3.07 and
                  3.08, where necessary.
         (e)      For Plan Years commencing on and after January 1, 1999, if the
                  Company elects to apply the provisions of Section 410(b)(4)(B)
                  to satisfy the requirements of Section 401(k)(3)(A)(i) of the
                  Code, the Company may apply the provisions of Sections 3.06,
                  3.07 and 3.08 by excluding from consideration all eligible
                  Associates (other than Highly Compensated Employees) who have
                  not met the minimum age and service requirements of Section
                  410(a)(1)(A) of the Code.

3.10     ANNUAL ADDITIONS LIMITATIONS
         (a)      Notwithstanding the provisions of Sections 3.01 or 3.02, in no
                  event shall the "annual addition" to a Participant's Account
                  for any Plan Year (which shall be the "limitation year"), when
                  added to the Participant's "annual addition" for that Plan
                  Year under any other qualified defined contribution plan of
                  the Company and an Affiliated Company, exceed the lesser of
                  $30,000 (as revised for the Adjustment Factor) or 25% of such
                  Participant's aggregate remuneration for that Plan Year as
                  defined hereinafter.



                                      -14-
<PAGE>   16

         (b)      For purposes of this Section, the "annual addition" to a
                  Participant's Account under this Plan or any other qualified
                  defined contribution plan maintained by the Company or an
                  Affiliated Company shall be the sum of:
                  (i)      the total of contributions, including Income Deferral
                           Contributions made on the Participant's behalf, by
                           the Company and any Affiliated Company,
                  (ii)     with respect to Plan Years beginning prior to 1987,
                           Participant contributions in excess of 6% of his
                           remuneration or, if less, one-half of Participant
                           contributions; and with respect to Plan Years
                           beginning after 1986, all Participant contributions
                           (disregarding in any event Rollover Contributions),
                           and
                  (iii)    forfeitures, if applicable,
                  that have been allocated to the Participant's Account under
                  this Plan or his accounts under any other such qualified
                  defined contribution plan, and solely for purposes of the 25%
                  limitation stated above,
                  (iv)     amounts described in Sections 415(l)(1) and
                           419A(d)(2) of the Code allocated to the Participant.

                  For purposes of this paragraph (b), any Income Deferral
                  Contributions distributed under Sections 3.06 and any
                  after-tax or Matching Contributions distributed under the
                  provisions of Sections 3.01, 3.06, 3.07 or 3.08 shall be
                  included in the annual addition for the year allocated.
                  However (i) any loan repayment made under Article 7; (ii)
                  amounts required to be repaid under Section 5.04 as a
                  condition of the restoration of a Participant's forfeited
                  Account balance; and (iii) any excess deferrals timely
                  distributed from the Plan under Section 3.01(c) or (d) shall
                  be excluded from the definition of annual addition.
         (c)      For purposes of this Section, the term "remuneration" with
                  respect to any Participant shall mean the wages, salaries and
                  other amounts paid in respect of that Participant by the
                  Company or an Affiliated Company for personal services
                  actually rendered, including, but not limited to, bonuses,
                  overtime payments and commissions, but excluding deferred
                  compensation, stock options and other distributions which
                  receive special tax benefits under the Code. Notwithstanding
                  the foregoing, for limitation years commencing prior to
                  January 1, 1998, remuneration shall exclude amounts
                  contributed by the Company pursuant to a salary reduction
                  agreement which are not includible in the gross income of the
                  Associate under Sections 125, 402(g)(3) or 457 of the Code.
         (d)      The Committee shall have the duty and responsibility to
                  monitor each Participant's Account and to determine if any
                  annual additions may be in excess of the aforementioned
                  limits, and, if so, the amount by which the annual additions
                  should be reduced for such Plan Year.
         (e)      If an excess results from the application of any of these
                  limits, the annual addition to the Participant's Account shall
                  be reduced to the extent necessary to bring such annual
                  addition within these limitations in the following order:
                  (i)      the Participant's unmatched Income Deferral
                           Contributions under Section 3.01 shall be reduced to
                           the extent necessary. The amount of the reduction
                           shall be returned to the Participant, together with
                           any earnings on the contributions to be returned.




                                      -15-

<PAGE>   17
                  (ii)     the Participant's matched Income Deferral
                           Contributions under Section 3.01 and corresponding
                           Matching Contributions shall be reduced to extent
                           necessary. The amount of the reduction attributable
                           to the Participant's matched Income Deferral
                           Contributions shall be returned to the Participant
                           together with any earnings on those contributions to
                           be returned, and the amount attributable to the
                           Matching Contributions shall be forfeited and used to
                           reduce subsequent Matching Contributions payable by
                           the Company.
                  Any Income Deferral Contributions returned to a Participant
                  under this paragraph (e) shall be disregarded in applying the
                  dollar limitation on Income Deferral Contributions under
                  Section 3.01(b), and in performing the Actual Deferral
                  Percentage Test under Section 3.06. Any Matching Contributions
                  returned under this paragraph (e) shall be disregarded in
                  performing the Contribution Percentage Test under Section
                  3.07.

3.11     CONTRIBUTIONS NOT CONTINGENT UPON PROFITS
         The Company may make contributions to the Plan without regard to the
         existence or the amount of current and accumulated earnings and
         profits. Notwithstanding the foregoing, however, this Plan is designed
         to qualify as a "profit sharing plan" for all purposes of the Code.

3.12     CONTRIBUTIONS DURING PERIOD OF MILITARY LEAVE
         (a)      Notwithstanding any provision of this Plan to the contrary,
                  contributions, benefits and service credit with respect to
                  qualified military service will be provided in accordance with
                  Section 414(u) of the Code. Without regard to any limitations
                  on contributions set forth in this Article 3, a Participant
                  who is reemployed on or after August 1, 1990 and is credited
                  with Service under the provisions of Section 1.44 because of a
                  period of service in the uniformed services of the United
                  States, may elect to contribute to the Plan the Income
                  Deferral Contributions that could have been contributed to the
                  Plan in accordance with the provisions of the Plan had he
                  remained continuously employed by the Company throughout such
                  period of absence ("make-up contributions"). The amount of
                  make-up contributions shall be determined on the basis of the
                  Participant's Compensation in effect immediately prior to the
                  period of absence, and the terms of the Plan at such time. Any
                  Income Deferral Contributions so determined shall be limited
                  as provided in Sections 3.01(b), 3.02, 3.06, 3.07 and 3.08
                  with respect to the Plan Year or Years to which such
                  contributions relate rather than the Plan Year in which
                  payment is made. Any payment to the Plan described in this
                  paragraph shall be made during the applicable repayment
                  period. The repayment period shall equal three times the
                  period of absence, but not longer than five years and shall
                  begin on the latest of:
                  (i)      the Participant's date of reemployment,
                  (ii)     October 13, 1996, or
                  (iii)    the date the Company notifies the Associate of his
                           rights under this Section. Earnings (or losses) on
                           make-up contributions shall be credited commencing
                           with the date the make-up contribution is made in
                           accordance with the provisions of Article 4.
         (b)      With respect to a Participant who makes the election described
                  in paragraph (a) above, the Company shall make Matching
                  Contributions as in effect for the Plan



                                      -16-
<PAGE>   18

                  Year to which such make-up contributions relate. Matching
                  Contributions under this paragraph shall be made during the
                  period described in paragraph (a) above. Earnings (or losses)
                  on Matching Contributions shall be credited commencing with
                  the date the contributions are made in accordance with the
                  provisions of Article 4. Any limitations on Matching
                  Contributions described in Sections 3.02, 3.06, 3.07 and 3.08
                  shall be applied with respect to the Plan Year or Years to
                  which such contributions relate rather than the Plan Year or
                  Years in which payment is made.

3.13     REFUND OF CONTRIBUTIONS
         All contributions made by the Company are made for the exclusive
         benefit of the Participants and their Beneficiaries and such
         contributions shall not be used for nor diverted to purposes other than
         for the exclusive benefit of the Participants and their Beneficiaries
         (including the costs of maintaining and administering the Plan and
         Trust Fund). Notwithstanding the foregoing, amounts contributed to the
         Trust Fund by the Company may be refunded to the Company by the Trustee
         under the following circumstances and subject to the following
         limitations:
         (a)      To the extent that a federal income tax deduction is
                  disallowed by the Internal Revenue Service for any
                  contribution made by the Company, the Trustee shall refund to
                  the Company upon demand the amount so disallowed or the net
                  asset value of such amount, whichever is less. For this
                  purpose, all contributions made by the Company are expressly
                  declared to be conditioned upon their deductibility under
                  Section 404 of the Code.
         (b)      In the case of a contribution which is made in whole or in
                  part by reason of a mistake of fact, so much of such
                  contribution as is attributable to the mistake of fact or the
                  net asset value of such contribution, whichever is less shall
                  be returnable to the Company on demand. The aforesaid demand
                  must be satisfactory to the Trustee and the demand and
                  repayment must be effectuated within one year after the date
                  of such disallowance or payment of the contribution to which
                  the mistake applies. All refunds shall be limited in amount,
                  circumstance and timing to the provisions of Section 403(c) of
                  ERISA.
         (c)      In the event that Income Deferral Contributions made under
                  Article 3 hereof are returned to the Company in accordance
                  with the provisions of this Section 3.13, the elections to
                  reduce Compensation which were made by Participants on whose
                  behalf those contributions were made shall be void
                  retroactively to the beginning of the period for which those
                  contributions were made. The Income Deferral Contributions so
                  returned shall be distributed in cash to those Participants
                  for whom those contributions were made.

ARTICLE 4.                 ACCOUNTS AND INVESTMENT FUNDS

4.01     ACCOUNTS
         The Committee shall also cause to be established and maintained
         accounts in the name of each Participant as follows:
         (a)      Deferral Account, to which shall be credited the respective
                  Income Deferral Contributions of each Participant.


                                      -17-
<PAGE>   19

         (b)      Matching Account, to which shall be credited for each active
                  Participant who elects to make Income Deferral Contributions,
                  a Matching Contribution as determined in Section 3.02.
         (c)      Profit Sharing Account, to which shall be credited the balance
                  in a Participant's profit sharing account under the SERVISTAR
                  Plan, which is merged into this Plan.
         (d)      Rollover Account, to which shall be credited rollovers for
                  each Participant who elects to roll over amounts from another
                  qualified plan pursuant to Section 3.03.
         (e)      Savings Account, to which shall be credited the balances in a
                  Participant's after-tax accounts under the Cotter Plan or the
                  SERVISTAR Plan, which are merged into this Plan.
         (f)      Pension Account, to which shall be credited the "Member's
                  Pension Account" under the Coast Plan.

4.02     INVESTMENT FUNDS AND PARTICIPANT DIRECTIONS
         Every Participant shall have the right to designate the Investment
         Funds in which the Trustee is to invest Trust Fund assets held on
         behalf of such Participant.
         (a)      The Trust Fund shall consist of such Investment Fund(s) as the
                  Committee shall determine from time to time. Pending
                  investment, reinvestment or distribution as provided in the
                  Plan, the Trustee may temporarily retain the assets of any one
                  or more of the Investment Funds in cash, commercial paper,
                  short-term obligations or undivided interests or
                  participations in common or collective short-term investment
                  funds. Any Investment Fund may be partially or totally
                  invested in any common or commingled trust fund, in any group
                  annuity, deposit administration or separate account contract
                  issued by a legal reserve life insurance company which is
                  invested generally in property of the kind specified for the
                  Investment Fund, in mutual funds, or in any other property so
                  specified by the Committee. The Committee, in its discretion,
                  may direct the Trustee to establish Investment Funds or
                  terminate Investment Funds as it shall from time to time
                  consider appropriate and in the best interest of Participants.
                  Investment Funds will be described in materials provided under
                  the summary plan description for this Plan or in investment
                  materials supplementing the summary plan description.
         (b)      Each Participant may elect to have a percentage or all of his
                  contributions invested in one or any of the Investment Funds
                  (in multiplies of 1%). This election will also apply to any
                  subsequent contributions allocated to his Account. A
                  Participant may change a percentage designation made by him
                  and such change will apply to any contributions on or after
                  the date such change is implemented by the Trustee.
         (c)      Subject to any restrictions on the transfer from or to a
                  particular Investment Fund which may be established by the
                  Committee, each Participant may elect to transfer amounts
                  credited to his Account under one Investment Fund to his
                  Account under any other Investment Fund, in increments of 1%
                  or a specified dollar amount of such Participant's Account
                  balances. Such transfers (the number and frequency of which
                  shall be established from time to time by the Committee) will
                  occur as of any Valuation Date or as soon as practicable
                  thereafter provided that the Participant makes his transfer
                  election according to procedures established by the Committee
                  for this purpose.



                                      -18-
<PAGE>   20
         (d)      Subject to such rules and restrictions as the Committee may
                  establish, any election described in this subsection shall be
                  made pursuant to one of the following methods as determined by
                  the Committee in its sole discretion:
                  (i)      in writing, by filing a written election form
                           specified by the Committee,
                  (ii)     by telephone (to the extent permitted by law),
                           through a telephone system designated by the
                           Committee for this purpose, or
                  (iii)    by any other method (to the extent permitted by law)
                           designated by the Committee.
                  If the Committee in its discretion determines that elections
                  under this subsection shall be made in a manner other than in
                  writing, any Participant who makes an election pursuant to
                  such method shall receive written confirmation of such
                  election; further, any such election and confirmation will be
                  the equivalent of a writing for all purposes.
         (e)      In the absence of any Participant designation of Investment
                  Fund preference in accordance with Article 4, the Trustee
                  shall invest the Participant Account balance as directed by
                  the Committee.
         (f)      In the event the Participant is a borrower from the Fund, the
                  Trustee shall establish a "loan fund" as provided in Section
                  7.05.
         (g)      Each Participant is solely responsible for the selection of
                  his investment options. The Trustee, the Committee, the
                  Company, and the officers, supervisors and other Associates of
                  the Company are not empowered to advise a Participant as to
                  the manner in which his Accounts shall be invested. The fact
                  that an Investment Fund is available to Participants for
                  investment under the Plan shall not be construed as a
                  recommendation for investment in that Investment Fund.
         (h)      An administration fee established from time to time by the
                  Committee may be assessed during each Plan Year.

4.03     CREDITING OF INVESTMENT RESULTS
         As of each Valuation Date, the Committee shall cause adjustment in the
         Participant's Accounts in the Investment Funds as follows: charge (or
         credit) to the proper Accounts all withdrawals, distributions, loans or
         transfers made since the last preceding Valuation Date that have not
         been charged (or credited) previously, credit each Participant's
         Account with its prorata share of any increase, or charge the Account
         with its prorata share of any decrease, in the value of the "adjusted
         net worth," as defined below, of the Investment Fund as of that date
         that has not been credited or charged previously, credit Participant's
         Income Deferral Contributions, if any, that are to be credited to the
         proper Accounts as of that date that have not been credited previously,
         and credit Matching Contributions and forfeitures, if any, that are to
         be credited as of that date that have not been credited previously. The
         "adjusted net worth" of an Investment Fund as at any Valuation Date
         means the then net worth of that Fund (that is, the fair market value
         of the Fund, less its liabilities other than liabilities to persons
         entitled to benefits under the Plan) as reported to or determined by
         the Trustee, less an amount equal to the sum of the portions of the
         Income Deferral Contributions and Matching Contributions paid to the
         Trustee which are invested in that Fund and which have not been
         credited to the Accounts of Participants as of a prior Valuation Date.
         Each Participant's Accounts will reflect the amounts invested in each
         Investment Fund(s) established under the Plan.



                                      -19-
<PAGE>   21
4.04     ANNUAL STATEMENTS
         At least once a year, each Participant shall be furnished with a
         statement setting forth the value of his Accounts and the vested
         portion of his Accounts.

4.05     MERGER OF COTTER PLAN AND SERVISTAR PLAN ACCOUNTS
         The Participant account balances in the Cotter Plan and SERVISTAR Plan
         merged into this Plan effective as of January 1, 1998 shall be
         allocated to the Accounts indicated in Article 1 of this Plan and will
         be administrated in accordance with the general provisions applicable
         to the respective Accounts unless a specific provision provides for
         different administrative procedures.

ARTICLE 5.  VESTING OF ACCOUNTS

5.01     ALL ACCOUNTS EXCEPT MATCHING ACCOUNT
         A Participant shall at all times be 100% vested in, and have a
         nonforfeitable right to, his Savings Account, Deferral Account, Pension
         Account, Profit Sharing Account and Rollover Account. Any Participant
         in the SERVISTAR Plan on December 31, 1997 who becomes a Participant in
         this Plan on January 1, 1998 shall be 100% vested in his Profit Sharing
         Account balance under the SERVISTAR Plan which was merged into this
         Plan effective as of January 1, 1998.

5.02     COMPANY MATCHING ACCOUNT
         (a)      If a Participant's employment terminates prior to his Normal
                  Retirement Age, then for each year of Service he shall receive
                  a vested percentage of his Matching Account equal to the
                  following vesting schedule:

<TABLE>
<CAPTION>
                  ==============================================================
                  PARTICIPANT'S YEARS OF SERVICE          VESTED PERCENTAGE
                  ==============================================================
<S>                                                       <C>
                      Less than 1 year                          0%
                           1 year                               20%
                          2 years                               40%
                          3 years                               60%
                          4 years                               80%
                       5 year or more                           100%
                  ==============================================================
</TABLE>


         (b)      In addition to the foregoing, a Participant shall be 100%
                  vested in, and have a nonforfeitable right to, his Matching
                  Account upon (i) death, (ii) termination of Service due to a
                  Disability, (iii) early retirement from service with the
                  Company after attaining age 55 with 3 years of Service, or
                  (iv) after attaining Normal Retirement Age.



                                      -20-
<PAGE>   22

                  Any Participant in the SERVISTAR Plan on December 31, 1997 who
                  became a Participant in this Plan on January 1, 1998 shall be
                  credited with an additional year of Service on January 1, 1998
                  and, upon his attaining age 50, also be 100% vested in his
                  Matching Account. In addition, any Participant whose Service
                  is terminated as a result of the Company permanently closing a
                  facility or eliminating a job position on or after January 1,
                  1997, shall be 100% vested in his Accounts. A Participant will
                  be considered to have terminated employment with the Company
                  or any Affiliated Company for purposes of a Disability if he
                  is no longer on the payroll (and performing services for) the
                  Company or any Affiliated Company. If a Participant is
                  transferred from employment with the Company to employment
                  with an Affiliated Company, his termination date will not be
                  considered to have occurred until his employment with the
                  Company and any Affiliated Company has terminated.

         (c)      A Participant's forfeiture, if any, of his Accrued Benefit
                  derived from Matching Contributions shall occur under the Plan
                  as of the Anniversary Date of the Plan Year in which the
                  Participant:
                  (i)      receives a cash-out distribution of the vested
                           percentage of his Accrued Benefit as a result of his
                           termination of participation in the Plan, or, if
                           earlier and if applicable;
                  (ii)     first incurs five consecutive one-year Breaks in
                           Service.
                  The Committee shall determine the percentage of a
                  Participant's Accrued Benefit forfeiture, if any, under this
                  Section solely by reference to the vesting schedule of this
                  Section. A Participant shall not forfeit any portion of his
                  Accrued Benefit for any other reason or cause except as
                  expressly provided by this subsection.



                                      -21-
<PAGE>   23

5.03     ALLOCATION OF FORFEITURES
         Any amounts in a Participant Matching Account forfeited during the Plan
         Year in accordance with Section 5.02(c) hereof shall be applied to
         reduce the Company's subsequent Matching Contributions or to restore
         forfeited Accrued Benefits in accordance with Section 5.04 hereof.

5.04     RESTORATION OF FORFEITED ACCRUED BENEFIT
         (a)      If an amount of a Participant's Matching Account has been
                  forfeited under Section 5.02(c), that amount shall be
                  subsequently restored to the Participant's Matching Account,
                  provided (i) he is reemployed by the Company or an Affiliated
                  Company before he has incurred five consecutive one-year
                  Breaks in Service and (ii) if applicable, he repays to the
                  Plan during his period of reemployment and within five years
                  of the date he is reemployed an amount in cash equal to the
                  full amount distributed to him from the Plan on account of his
                  termination of employment, other than the amount attributable
                  to Participant rollover contributions, provided, however, that
                  he may elect to repay to the Plan all or part of those amounts
                  as well. A Participant shall have the same right to repay even
                  if his Accrued Benefit was 100% vested at the time of the cash
                  out distribution.
         (b)      The Committee shall restore the Participant's Accrued Benefit
                  coincident with or immediately following the repayment. To
                  restore the Participant's Accrued Benefit, the Committee, to
                  the extent necessary, shall allocate to the Participant's
                  Account in the following order:


                                      -22-
<PAGE>   24

                  (i)      the amount, if any, of Participant forfeitures the
                           Committee would otherwise allocate under Section
                           5.03; and
                  (ii)     to the extent the amount(s) available for restoration
                           for a particular Plan Year are insufficient to enable
                           the Committee to make the required restoration, the
                           Company shall contribute, such additional amount as
                           is necessary to enable the Committee to make the
                           required restoration. The Committee shall not take
                           into account the allocation(s) under this Section in
                           applying the limitation on allocations under Section
                           3.10.

ARTICLE 6.  PAYMENT OF BENEFITS

6.01     TIME OF PAYMENT OF ACCRUED BENEFIT
         (a)      Upon a Participant's termination of employment his vested
                  Accrued Benefit shall be distributed as provided in this
                  Article.
         (b)      Unless a Participant elects in writing, his vested Accrued
                  Benefit will commence to be distributed as soon as
                  administratively practical following the later of:
                  (i)      The date the Participant attains his Normal
                           Retirement Age (except that for any participant in
                           the SERVISTAR Plan on December 31, 1997 who became a
                           participant in this Plan on January 1, 1998, the date
                           shall be the date the Participant attains his age
                           62); or
                  (ii)     The date the Participant terminates employment with
                           the Company or any Affiliated Company
                  (but no later than 60 days after the close of the Plan Year in
                  which the later of (i) or (ii) occurs).


                                      -23-
<PAGE>   25
         (c)      In lieu of a distribution as described in subsection (b)
                  above, a Participant may, in accordance with such procedures
                  as the Committee shall prescribe, elect to have the
                  distribution of his vested Accrued Benefit commence as soon as
                  administratively practicable following:
                  (i)  his termination of Service, or
                  (ii) as of any subsequent date following his termination of
                       Service, which is before his Normal Retirement Age.

6.02     AGE 70 1/2 DISTRIBUTION
         (a)      Notwithstanding any provision of the Plan to the contrary, if
                  a Participant is a 5% owner (as defined in Section 416(i) of
                  the Code), distribution of the Participant's Accounts shall
                  begin no later than the April 1 following the calendar year in
                  which he attains age 70 1/2 provided that such commencement in
                  active service shall not be required with respect to a
                  Participant who elected by filing a written designation with
                  the Committee prior to January 1, 1984 to have distribution of
                  his Account balance made in accordance with the terms and
                  provisions of the Cotter Plan as in effect immediately before
                  January 1, 1984, who will have distributions made in
                  accordance with such election. However, if a Participant who
                  is not a 5% owner (as defined in Section 416(i) of the Code)
                  remains in service after the April 1 following the calendar
                  year in which he attains age 70 1/2, he may (but does not have
                  to) elect to have the provisions of paragraph (b) apply as if
                  the Participant was a 5% owner. Such election shall be made in
                  accordance with such administrative procedures as the
                  Committee shall prescribe.

         (b)      In the event a Participant is required or elects to begin
                  receiving payments while in service under the provisions of
                  paragraph (a) above, the Participant will receive one lump sum
                  payment on or before such Participant's required beginning
                  date equal to his entire Account balance and annual lump sum
                  payments thereafter of amounts accrued during each Plan Year.

         The commencement of payments under this Section 6.02 shall not
         constitute an Annuity Starting Date for purposes of Sections 72,
         401(a)(11) and 417 of the Code. Upon the Participant's subsequent
         termination of employment, payment of the Participant's Accounts shall
         be made in accordance with the provisions of Section 6.04.


                                      -24-
<PAGE>   26
6.03     SMALL BENEFITS

         Notwithstanding any provision of the Plan to the contrary, a lump sum
         payment shall be made in lieu of all vested benefits if the value of
         the Participant's nonforfeitable Accrued Benefit as of his termination
         of employment or as of any subsequent Anniversary Date is $5,000 or
         less. The lump sum payment shall automatically be made as soon as
         administratively practicable following the Participant's termination
         date or the last day of any Plan Year thereafter. For this purpose, the
         termination date is (a) for periods prior to January 1, 2000, the
         Participant's last active day of service plus all remaining earned or
         accrued vacation and any other accrued benefit days, and (b) for
         periods after December 31, 1999, the Participant's last active day
         of service. To the extent permitted by law, if the Participant's
         nonforfeitable Accrued Benefit exceeds $5,000 upon an initial
         determination, the Participant's nonforfeitable Accrued Benefit shall
         be reviewed annually as of the last day of each subsequent Plan Year.
         If at that time its value is $5,000 or less, a lump sum benefit payable
         shall be made as soon as practicable following that determination. In
         no event shall a lump sum payment be made following the date payments
         have commenced as an annuity or in installments.

6.04     METHOD OF PAYMENT OF ACCRUED BENEFIT
         (a)      Subject to Section 5.04, after all required accounting
                  adjustments, the Trustee shall make payment of the
                  Participant's vested Accrued Benefit in a lump sum
                  distribution except as provided under the provisions of
                  Section 6.04(b) in relation to the account balances merged
                  from the Cotter Plan, under Section 6.04(c) in relation to the
                  account balances merged from the SERVISTAR Plan, and under
                  Section 6.04(d) and (e) in relation to the account balances
                  merged from the Coast Plan.




                                      -25-

<PAGE>   27
         (b)      For account balances merged into this Plan from the Cotter
                  Plan effective as of January 1, 1998, in the case of a
                  Participant (or Beneficiary) in the Cotter Plan who had an
                  Account balance in that plan on January 1, 1989, the Account
                  balance merged into this Plan may also be distributed in a
                  series of quarterly installments over a period of fifteen
                  years (or, if less, the life expectancy of the Participant and
                  his designated Beneficiary; provided that, if such Beneficiary
                  is not the Participant's spouse and is more than ten years
                  younger than the Participant, the installments shall be paid
                  over a period not exceeding the joint life expectancy of the
                  Participant and a Beneficiary ten years younger than the
                  Participant).

         (c)      For Account balances merged into this Plan from the SERVISTAR
                  Plan effective as of January 1, 1998, a Participant shall have
                  an additional method of payment available in relation to those
                  merged accounts. A Participant may elect, in such manner as
                  the Committee shall prescribe, to receive payment in
                  substantially equal installments under a fixed reasonable
                  period of time, not exceeding the life expectancy of the
                  Participant, or the joint life and last survivor expectancy of
                  the Participant and an individual the Participant designates
                  as his Beneficiary. Furthermore, upon the Participant's
                  written request, the Committee, in his sole discretion, may
                  accelerate the payment of all, or any portion, of the
                  Participant's unpaid Accrued Benefit.



                                      -26-
<PAGE>   28

         (d)      For account balances merged into the SERVISTAR Plan from the
                  Coast Plan effective as of October 21, 1996, and subsequently
                  merged into this Plan as of January 1, 1998, a Participant
                  shall have an additional method of payment available in
                  relation to those merged accounts (except as provided in
                  Section 6.04(e) relating to the Pension Account). A
                  Participant may elect, in such manner as the Committee shall
                  prescribe, to receive a purchased nonforfeitable fixed
                  annuity, in the form of a Qualified Joint and Survivor
                  Annuity. A Participant may elect not to take the Qualified
                  Joint and Survivor Annuity and to take instead a life annuity
                  or a lump sum payment. Elections under this subsection shall
                  be in writing and in the event of an election of a life
                  annuity or a lump sum payment by a married Participant, shall
                  be subject to receipt by the Committee of Spousal Consent to
                  that election.

         (e)      (i)      Notwithstanding the foregoing provisions of this
                           Article, the amounts credited to the Participant's
                           Pension Account shall be paid:
                           (A)     In the form of a life annuity if the
                                   Participant is unmarried on his Annuity
                                   Starting Date; or
                           (B)     In the form of a Qualified Joint and Survivor
                                   Annuity if the Participant is married on his
                                   Annuity Starting Date;
                           unless the Participant elects otherwise pursuant to
                           subsection (ii) below. Annuities shall be purchased
                           from an insurance company in accordance with such
                           procedures as the Committee shall prescribe.
                  (ii)     Alternatively, a married Participant may elect to
                           receive his Pension Account in the form of a life
                           annuity or in a lump sum payment. An election
                           pursuant to this subsection (ii) shall be in writing
                           and filed with



                                      -27-
<PAGE>   29
                           the Committee at any time during the 90-day period
                           ending on the Participant's Annuity Starting Date. A
                           married Participant's election of a lump sum or life
                           annuity shall not be effective without Spousal
                           Consent.
                  (iii)    Notwithstanding the foregoing provisions of this
                           Article, if a Participant dies before his Accounts
                           have been distributed, the value of his Pension
                           Account shall be distributed as follows:
                           (A)     if the Participant is unmarried on his date
                                   of death, it shall be paid in a lump sum to
                                   his Beneficiary as soon as practicable; or
                           (B)     if the Participant is married on his date of
                                   death, it shall be used to purchase a
                                   nonforfeitable fixed annuity for the life of
                                   his spouse unless the spouse elects, in
                                   accordance with such procedures as the
                                   Committee shall prescribe, to receive a lump
                                   sum payment in lieu thereof. Annuity payments
                                   shall commence as soon as administratively
                                   practicable following the Valuation Date
                                   coincident with or next following what would
                                   have been the Participant's 62th birthday,
                                   unless the spouse elects to have reduced
                                   annuity payments commence as soon as
                                   administratively practicable following the
                                   Valuation Date coincident with or next
                                   following the Participant's date of death.
         (f)      The Committee shall furnish to each Participant a written
                  explanation in nontechnical language of the terms and
                  conditions of the payments available to the Participant in the
                  normal and optional forms. Such explanation shall include a
                  general description of the eligibility conditions for, and the
                  material features and relative values of, the optional forms
                  of payment under the Plan, any rights the




                                      -28-
<PAGE>   30
                  Participant may have to defer commencement of his payment, the
                  requirement for Spousal Consent, and the right of the
                  Participant to make, and to revoke, elections. The Committee
                  must provide the notice no more than 90 days and no less than
                  30 days prior to the Participant's Annuity Starting Date. A
                  Participant's Annuity Starting Date may not occur less than
                  30 days after receipt of the notice. An election shall be made
                  on a form provided by the Committee and may be made during the
                  90-day period ending on the Participant's Annuity Starting
                  Date, but not prior to the date the Participant receives the
                  written explanation described herein. However, a Participant
                  may, after having received the notice, affirmatively elect to
                  have his benefit commence sooner than 30 days following his
                  receipt of the notice, provided all of the following
                  requirements are met:
                  (i)      the Committee clearly informs the Participant that he
                           has a period of at least 30 days after receiving the
                           notice to decide when to have his benefits begin and,
                           if applicable, to choose a particular optional form
                           of payment;
                  (ii)     the Participant affirmatively elects a date for his
                           benefits to begin and, if applicable, an optional
                           form of payment, after receiving the notice;
                  (iii)    the Participant is permitted to revoke his election
                           until the later of his Annuity Starting Date or seven
                           days following the day he received the notice; and
                  (iv)     payment does not commence less than seven days
                           following the day after the notice is received by the
                           Participant.
                  An election of an option may be revoked on a form provided by
                  the Committee, and subsequent elections and revocations may be
                  made at any time and from



                                      -29-
<PAGE>   31
                  time to time during the election period. An election of an
                  optional benefit shall be effective on the Participant's
                  Annuity Starting Date and may not be modified or revoked after
                  his Annuity Starting Date unless otherwise provided. A
                  revocation of any election shall be effective when the
                  completed form is filed with the Committee. If a Participant
                  who has elected an optional benefit dies before the date the
                  election of the option becomes effective, the election shall
                  be revoked. If the Beneficiary designated under an option dies
                  before the date the election of the option becomes effective,
                  the election shall be revoked.

             (g)  Upon the death of the Participant, the Committee shall direct
                  the Trustee to pay the Participant's vested Accrued Benefit in
                  accordance with this subsection. If the Participant's death
                  occurs after the Trustee has commenced payment of the
                  Participant's vested Accrued Benefit, the Committee shall
                  direct the Trustee to complete payment over a period which
                  does not exceed the payment period which had commenced. If the
                  Participant's death occurs prior to the time the Trustee
                  commences payment of the Participant's vested Accrued Benefit,
                  the payment shall be a lump sum payment except as otherwise
                  provided herein and in no event will the Committee direct the
                  Trustee to make payment over a period exceeding (i) five years
                  after the date of the Participant's death, or (ii) if the
                  Beneficiary is a designated Beneficiary, in installments over
                  the Beneficiary's life expectancy. The Committee shall not
                  direct payment of the Participant's vested Accrued Benefit
                  over a period described in (i) unless the Trustee will
                  commence payment to the designated Beneficiary no later than
                  one year after the date of the Participant's death or, if
                  later, and the designated Beneficiary is the Participant's
                  surviving spouse, the date the Participant would have attained
                  age 70 1/2. The Committee will not recalculate life
                  expectancies.



                                      -30-
<PAGE>   32
         (h)      Notwithstanding any other provision of this Article 6, all
                  distributions from this Plan shall conform to the regulations
                  issued under Section 401(a)(9) of the Code, including the
                  incidental death benefit provisions of Section 401(a)(9)(G) of
                  the Code. Further, such regulations shall override any Plan
                  provision that is inconsistent with Section 401(a)(9) of the
                  Code.

6.05     STATUS OF ACCOUNTS PENDING DISTRIBUTION
         Until completely distributed under Section 6.01 or 6.02 the Accounts of
         a Participant who is entitled to a distribution shall continue to be
         invested as part of the Investment Funds of the Plan.

6.06     PROOF OF DEATH AND RIGHT OF BENEFICIARY OR OTHER PERSON
         The Committee may require and rely upon such proof of death and such
         evidence of the right of any Beneficiary or other person to receive the
         value of the Accounts of a deceased Participant as the Committee may
         deem proper and its determination of the right of that Beneficiary or
         other person to receive payment shall be conclusive.




                                       -31-
<PAGE>   33
6.07     DIRECT ROLLOVER OF CERTAIN DISTRIBUTIONS
         Notwithstanding any provision of the Plan to the contrary that would
         otherwise limit a distributee's election under this Section, a
         distributee may elect, at the time and in the manner prescribed by the
         Committee, to have any portion of an eligible rollover distribution
         paid directly to an eligible retirement plan specified by the
         distributee in a direct rollover. The following definitions apply to
         the terms used in this Section:
         (a)      "Eligible rollover distribution" means any distribution of all
                  or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated Beneficiary,
                  or for a specified period of 10 years or more, any
                  distribution to the extent such distribution is required under
                  Section 401(a)(9) of the Code, and the portion of any
                  distribution that is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities);
         (b)      "Eligible retirement plan" means an individual retirement
                  account described in Section 408(a) of the Code, an individual
                  retirement annuity described in Section 408(b) of the Code, an
                  annuity plan described in Section 403(a) of the Code, or a
                  qualified trust described in Section 401(a) of the Code, that
                  accepts the distributee's eligible rollover distribution.
                  However, in the case of an eligible rollover distribution to
                  the surviving spouse, an eligible retirement plan is an
                  individual retirement account or individual retirement
                  annuity;



                                      -32-
<PAGE>   34

         (c)      "Distributee" means an Associate or former Associate. In
                  addition, the Associate's or former Associate's surviving
                  spouse and the Associate's or former Associate's spouse or
                  former spouse who is the alternate payee under a qualified
                  domestic relations order as defined in Section 414(p) of the
                  Code, are distributees with regard to the interest of the
                  spouse or former spouse; and
         (d)      "Direct rollover" means a payment by the Plan to the eligible
                  retirement plan specified by the distributee.

ARTICLE 7.  WITHDRAWALS AND LOANS

7.01     SAVINGS ACCOUNT WITHDRAWALS
         The Participant may withdraw from the Trust Fund all or part of his
         Savings Account.

7.02     DEFERRAL ACCOUNT WITHDRAWALS AFTER AGE 59 1/2
         A Participant who has attained age 59 1/2 may elect to withdraw any
         portion or all of his Deferral Account balance while continuing to be
         employed by the Company or an Affiliated Company. Each election by a
         Participant under this Section 7.02 shall be made at such time and in
         such manner as the Committee shall determine.

7.03     DEFERRAL ACCOUNT WITHDRAWALS
         A Participant who has withdrawn the total amount available for
         withdrawal under the Sections 7.01 and 7.02 may elect to withdraw all
         or part of the Income Deferral Contributions (but not the earnings
         thereon) made on his behalf to his Deferral Account upon furnishing
         proof to the Committee that a financial hardship has caused an
         immediate and heavy financial need on the Participant. For the purposes
         of this subsection, a financial hardship shall include:




                                      -33-
<PAGE>   35

         (a)      expenses for medical care described in Section 213(d) of the
                  Code incurred by the Participant, his spouse or dependents (as
                  defined in Section 152 of the Code), or not yet incurred but
                  necessary for those persons to obtain medical care;
         (b)      costs directly related to the purchase of a principal
                  residence of the Participant (excluding mortgage payments);
         (c)      payment of tuition and related educational fees for the next
                  12 months of post-secondary education for the Participant, his
                  spouse, his children or dependents;
                  or
         (d)      payment of amounts necessary to prevent the eviction of the
                  Participant from his principal residence or to avoid
                  foreclosure in the mortgage of the Participant's principal
                  residence.

                  The amount to be withdrawn shall not exceed the amount
                  required to meet the immediate financial need created by the
                  hardship, including amounts necessary to pay any taxes or
                  penalties reasonably anticipated to result from the
                  withdrawal.

                  The Participant must request, on such form as the Committee
                  shall prescribe, that the Committee make its determination of
                  the necessity for the withdrawal solely on the basis of his
                  application. In that event, the Committee shall make such
                  determination, provided all of the following requirements are
                  met:



                                      -34-
<PAGE>   36
         (e)      the Participant has obtained all distributions, other than
                  distributions available only on account of hardship, and all
                  nontaxable loans currently available under all plans of the
                  Company and any Affiliated Company,
         (f)      the Participant is prohibited from making Income Deferral
                  Contributions to the Plan and all other plans of the Company
                  and any Affiliated Company under the terms of such plans or by
                  means of an otherwise legally enforceable agreement for at
                  least 12 months after receipt of the distribution, and
         (g)      the limitation on elective deferrals described in Section
                  3.01(b) under all plans of the Company and any Affiliated
                  Company for the calendar year following the year in which the
                  withdrawal is made must be reduced by the Participant's
                  elective deferral made in the calendar year of the
                  distribution for hardship. For purposes of subsection (f),
                  "all other plans of the Company and any Affiliated Company"
                  shall include stock option plans, stock purchase plans,
                  qualified and nonqualified deferred compensation plans and
                  such other plans as may be designated under regulations issued
                  under Section 401(k) of the Code, but shall not include health
                  and welfare benefit plans or the mandatory employee
                  contribution portion of a defined benefit plan.

         However, such rules shall not require a Participant to take any action
         that would increase, rather than alleviate the financial hardship.

7.04     WITHDRAWAL PROCEDURES
         Withdrawal requests must be made on forms provided by the Committee.
         Any withdrawals will be made pro rata from each of the Participant's
         Investment Funds based on the values determined on the Valuation Date
         immediately preceding the


                                      -35-
<PAGE>   37

         withdrawal. An administrative fee as established from time to time by
         the Committee may be assessed on each withdrawal. If a loan and a
         hardship withdrawal are processed as of the same Valuation Date, the
         amount available for the hardship withdrawal will equal the vested
         portion of the Participant's Accounts on such Valuation Date reduced by
         the amount of the loan. Subject to the provisions of Section 6.07, all
         payments to Participants under this Article shall be made in cash as
         soon as practicable.

7.05     LOANS TO PARTICIPANTS
         (a)      A Participant who is an Associate of the Company or an
                  Affiliated Company may borrow, on written application to the
                  Committee and on approval by the Committee under such uniform
                  rules as it shall adopt, an amount which, when added to the
                  outstanding balance of any other loans to the Participant from
                  the Plan, does not exceed the lesser of
                  (i)      50% of the vested portion of his Accounts (excluding
                           the Pension Account), or
                  (ii)     $50,000 reduced by the excess, if any, of (A) the
                           highest outstanding balance of loans to the
                           Participant from the Plan during the one year period
                           ending on the day before the day the loan is made,
                           over (B) the outstanding balance of loans to the
                           Participant from the Plan on the date on which the
                           loan is made. The minimum loan shall be $1,000.
         (b)      A reasonable interest rate to be charged on loans made shall
                  be determined at the time of the loan application and shall be
                  specified by the Committee. The interest rate so determined
                  for purposes of the Plan shall be fixed for the duration of
                  each loan.



                                      -36-
<PAGE>   38


         (c)      The amount of the loan is to be transferred from the
                  Participant's Accounts, in the following order: first, from
                  the Deferral Account, then from the Savings Account, then from
                  the Rollover Account, then from the Matching Account, and last
                  from the Profit Sharing Account, pro rata from each Investment
                  Fund thereunder to a special "loan fund" for the Participant
                  under the Plan. The loan fund consists solely of the amount of
                  the Participant's Account transferred to the loan fund and is
                  invested solely in the loan made to the Participant. The
                  amount of the Participant's Account transferred to the loan
                  fund shall be pledged as security for the loan. Payments of
                  principal on the loan will reduce the amount held in the
                  Participant's loan fund. Those payments, together with the
                  attendant interest payment, will be credited to the
                  Participant's Accounts in the following order: first, to the
                  Profit Sharing Account, then to the Matching Account, then to
                  the Rollover Account, then to the Savings Account, and finally
                  to the Deferral Account, and invested in the Investment Funds
                  in accordance with the Participant's then effective investment
                  election.
         (d)      In addition to such rules and regulations as the Committee may
                  adopt, all loans shall comply with the following terms and
                  conditions:
                  (i)      An application for a loan by a Participant may be
                           made by telephone to the Trustee or its agent, who
                           will process the application for approval by a Plan
                           representative, whose action in approving or
                           disapproving the application shall be made pursuant
                           to uniform nondiscriminatory policies and shall be
                           final;
                  (ii)     Each loan shall be evidenced by a promissory note
                           payable to the Plan containing terms deemed necessary
                           by the Committee to protect the Plan's investment;



                                      -37-
<PAGE>   39
                  (iii)    The period of repayment for any loan shall be arrived
                           at by mutual agreement between the Committee and the
                           Trustee or its agent, but that period shall not
                           exceed 60 months unless the loan is to be used in
                           conjunction with the purchase of a dwelling which
                           within a reasonable time is to be used (determined at
                           the time of the loan) as the principal residence of
                           the Participant in which event the period shall not
                           exceed 180 months;
                  (iv)     Payments of principal and interest will be made by
                           payroll deductions or in a manner agreed to by the
                           Participant and the Trustee or its agent in
                           substantially level amounts, but no less frequently
                           than quarterly, in an amount sufficient to amortize
                           the loan over the repayment period;
                  (v)      Loan repayments will be suspended under this Plan as
                           permitted under Section 414(u) of the Code;
                  (vi)     A loan may be prepaid in full as of any date
                           following the first three months of the loan period,
                           without penalty (partial prepayment of principal is
                           not permitted);
                  (vii)    Only one loan may be outstanding at any given time,
                           except that any loans outstanding as of January 1,
                           1998 may continue until repaid under their
                           established terms.
                  (viii)   A loan processing fee and annual maintenance fee may
                           be charged by the Plan, as determined by the
                           Committee.



                                      -38-
<PAGE>   40
         (e)      If a loan is not repaid in accordance with the terms contained
                  in the promissory note and a default occurs, the Plan may
                  execute upon its security interest in the Participant's
                  Account under the Plan to satisfy the debt and any other
                  security held by the Plan; however, the Plan shall not levy
                  against any portion of the loan fund attributable to amounts
                  held in the Participant's Deferral Account or Matching Account
                  or Profit Sharing Account until such time as a distribution of
                  the Deferral Account or Matching Account or Profit Sharing
                  Account could otherwise be made under the Plan.
         (f)      Any additional rules or restrictions as may be necessary to
                  implement and administer the loan program shall be in writing
                  and communicated to Associates. Such further documentation is
                  hereby incorporated into the Plan by reference, and the
                  Committee is hereby authorized to make such revisions to these
                  rules as it deems necessary or appropriate, on the advice of
                  counsel.
         (g)      To the extent required by law and under such rules as the
                  Committee shall adopt, loans shall also be made available on a
                  reasonably equivalent basis to any Beneficiary or former
                  Associate (i) who maintains an account balance under the Plan
                  and (ii) who is still a party-in-interest (within the meaning
                  of Section 3(14) of ERISA).
         (h)      If, on a Participant's Severance Date, any loan or portion of
                  a loan made to him under the Plan, together with the accrued
                  interest thereon, remains unpaid, the entire amount of the
                  unpaid loan and accrued interest shall be due and payable by
                  the Participant; provided that, if such amount is not repaid,
                  an amount equal to such loan or any part thereof, together
                  with the accrued interest thereon, shall be charged to the
                  Participant's Accounts after all other adjustments required
                  under the Plan, but before any distribution pursuant to
                  Section 6.04.



                                      -39-
<PAGE>   41
         (i)      All loans made prior to January 1, 1998 shall be subject to
                  the rules in effect under the Plan at that time the loan was
                  made.

7.06     MISSING PARTICIPANTS AND BENEFICIARIES
         Each Participant and each designated Beneficiary must file with the
         Committee from time to time in writing his post office address and each
         change of post office address. Any communication, statement or notice
         addressed to a Participant or Beneficiary at his last post office
         address filed with the Committee, or if no address is filed with the
         Committee then, in the case of a Participant, at his last post office
         address as shown on the Company's records, will be binding on the
         Participant and his Beneficiary for all purposes of the Plan. Neither
         the Company nor the Committee will be required to search for or locate
         a Participant or Beneficiary. If the Committee notifies a Participant
         or Beneficiary that he is entitled to a payment and also notifies him
         of the provisions of this subsection, and the Participant or
         Beneficiary fails to claim his benefits or make his whereabouts known
         to the Committee within three years after the notification, the
         benefits of the Participant or Beneficiary will be disposed of, to the
         extent permitted by applicable law, as follows:
         (a)      If the whereabouts of the Participant then is unknown to the
                  Committee but the whereabouts of the Participant's spouse then
                  is known to the Committee, payment will be made to the spouse;
         (b)      If the whereabouts of the Participant and his spouse, if any,
                  then is unknown to the Committee but the whereabouts of the
                  Participant's designated Beneficiary then is known to the
                  Committee, payment will be made to the designated Beneficiary;



                                      -40-
<PAGE>   42
         (c)      If the whereabouts of the Participant, his spouse and the
                  Participant's designated Beneficiary then is unknown to the
                  Committee but the whereabouts of one or more relatives by
                  blood, adoption or marriage of the Participant is known to the
                  Committee, the Committee may direct the Trustee to pay the
                  Participant's benefits to one or more of such relatives and in
                  such proportions as the Committee decides; or
         (d)      If the whereabouts of such relatives and the Participant's
                  designated Beneficiary then is unknown to the Committee, then
                  benefits of such Participant or Beneficiary will be disposed
                  of in an equitable manner permitted by law under rules adopted
                  by the Committee.




                                      -41-
<PAGE>   43

ARTICLE 8.  ADMINISTRATION OF THE PLAN

8.01     COMMITTEE
         This Plan administrator shall be the Committee composed of five or more
         persons who may, but need not be, Associates of the Company, as
         appointed by the Company. Any Committee member may be dismissed at any
         time, with or without cause, on 10 days' notice from the Company. Any
         Committee member may resign by delivering his written resignation to
         the Company with 10 day's notice. Vacancies rising by the death,
         resignation or removal of a Committee member shall be filled by the
         Company.

8.02     MEETING, MAJORITY RULE
         (a)      The Committee shall hold meetings upon such notice, at such
                  place or places and at such time or times as it may from time
                  to time determine. Notice shall not be required if waived in
                  writing. A majority of the members of the Committee at the
                  time in office shall constitute a quorum for the transaction
                  of business. All resolutions or other actions take by the
                  Committee at any meeting shall be by majority vote of the
                  members of the Committee. Resolutions may be adopted or other
                  action taken without a meeting upon written consent, signed by
                  a majority of the members of the Committee. If, because of the
                  number qualified to act, there is an even division of opinion
                  among the Committee members as to a matter, a disinterested
                  party selected by the Committee shall decide the matter and
                  his decision shall control.




                                      -42-
<PAGE>   44

         (b)      The Committee shall appoint one of its members to act as its
                  chairman and shall appoint a secretary, who need not be a
                  member of the Committee, who shall keep all records of the
                  meetings and of any action taken by the Committee and who
                  shall perform such other services as may be prescribed by the
                  Committee. All third parties may rely on a certificate of the
                  Committee's secretary or a majority of the Committee members
                  that the Committee has taken or authorized any action. A
                  Committee member by writing may delegate any or all of his
                  rights, powers, duties or discretions to any other member,
                  with the consent of the latter. Except as otherwise provided
                  by law, no member of the Committee shall be liable or
                  responsible for an act or omission of the other Committee
                  members in which the former has not concurred.
         (c)      The Committee may, by written majority decision, delegate to
                  each or any of its number or to its secretary authority to
                  sign any documents on its behalf, or to perform ministerial
                  acts, but no person to whom such authority is delegated shall
                  perform any act involving the exercise of any discretion
                  without first obtaining the concurrence of a majority of the
                  members of the Committee, even though he alone may sign any
                  document required by third parties. If at any time there will
                  be less than three members of the Committee in office, pending
                  the appointment of a successor(s) to fill an existing vacancy,
                  the remaining members shall have the authority to act as
                  Committee.
         (d)      If a member of the Committee is also a Participant in the
                  Plan, he may not decide or determine any matter or question
                  concerning distributions of any kind to be made to him or the
                  nature or mode of settlement of his benefits unless such
                  decision or determination could be made by him under the Plan
                  if he were not serving on the Committee.



                                      -43-
<PAGE>   45

8.03     RESPONSIBILITY FOR ADMINISTRATION OF THE PLAN
         The Committee shall have complete control of the management, operation
         and administration of this Plan with all powers necessary to enable it
         to carry out its duties in that respect, including to adopt such rules
         or procedures and regulations as in its opinion may be necessary for
         the proper and efficient administration of the Plan and as are
         consistent with the Plan and Trust Agreement. The Committee shall be
         designated agent for service of legal process.

         Without limiting the foregoing, the Committee shall have the following
         specific duties and responsibilities:
         (a)      to maintain and retain records relating to Plan Participants,
                  former Participants and each of their Beneficiaries, and all
                  other records necessary for the proper operation of the Plan
                  and to furnish the Company or any Affiliated Company with such
                  information as may be required by them;
         (b)      to prepare and furnish during normal business hours to
                  Participants all information required under Federal law or
                  provisions of this Plan to be furnished to them;
         (c)      to prepare and furnish to the Trustee sufficient Associate
                  data and the amount of contributions received from all sources
                  so that the Trustee may maintain separate Accounts for
                  Participants and make required payments of benefits;




                                      -44-
<PAGE>   46

         (d)      to provide directions to the Trustee with respect to the
                  methods of benefit payment, all other matters where called for
                  in the Plan or requested by the Trustee;
         (e)      to prepare and file or publish with the Secretary of Labor,
                  the Secretary of the Treasury, their delegates and all other
                  appropriate government official all reports, forms, documents,
                  and other information required under law to be so filed or
                  published;
         (f)      to construe and interpret the provisions of the Plan, to
                  correct defects therein, to supply omissions thereto and
                  determine all questions of fact (including, but not limited
                  to, determination of an individual's eligibility to Plan
                  participation, the right and amount to any benefit payable
                  under the Plan, and the date on which any individual ceases to
                  be a Participant) that may arise thereunder and any such
                  construction or determination shall be conclusively binding
                  upon all persons interested in the Plan to the extent
                  permitted by applicable law;
         (g)      to engage such assistants or representatives as deemed
                  necessary for the effective exercise of duties and to allocate
                  and delegate to such assistants or representatives any powers
                  or duties, both ministerial and discretionary, as deemed
                  expedient and appropriate, provided that any allocation or
                  delegation and the acceptance thereof shall be in writing;
         (h)      to engage such professional consultants in its sole
                  discretion, deemed necessary or advisable, including, but not
                  limited to, accountants, attorneys, consultants, and medical
                  practitioners;
         (i)      to arrange for bonding as required by law; and
         (j)      to provide procedures for determination of claims for
                  benefits.


                                      -45-
<PAGE>   47

8.04     COMPENSATION AND EXPENSES
         The members of the Committee and any individual who receives full-time
         pay from the Company or any Affiliated Company shall serve without
         compensation for their services to the Plan but shall be reimbursed by
         the Company for all necessary expenses incurred in the discharge of
         their duties.

8.05     LIMITATION OF LIABILITY
         The Company, any Affiliated Company, their Board of Directors, the
         Committee, and any officer, Associate or agent of the Company or an
         Affiliated Company shall not incur any liability individually or on
         behalf of any other individuals or on behalf of the Company or an
         Affiliated Company for any act or failure to act, made in good faith in
         relation to the Plan or the funds of the Plan. However, this limitation
         shall not act to relieve any such individual or the Company or an
         Affiliated Company from a responsibility or liability for any fiduciary
         responsibility, obligation or duty under Part 4, Title I of ERISA.

8.06     INDEMNIFICATION
         The Company, any Affiliated Company, their Board of Directors, the
         Committee and the officers, Associates and agents of the Company or an
         Affiliated Company shall be indemnified against any and all liabilities
         arising by reason of any act, or failure to act, in relation to the
         Plan or the funds of the Plan, including, without limitation, expenses
         reasonably incurred in the defense of any claim relating to the Plan or
         the funds of the Plan, and amounts paid in any compromise or settlement
         relating to the Plan or the funds of the Plan, except such liability,
         losses or costs which result from:


                                      -46-
<PAGE>   48

         (a)      actions or failures to act made in bad faith;
         (b)      their own gross negligence or willful misconduct;
         (c)      any settlement, without the Company's prior approval, of an
                  action, suit, or proceeding; or
         (d)      suits or actions at law or in equity advanced by the Company
                  against such party. Indemnification shall be from the funds of
                  the Plan to the extent of those funds and to the extent
                  permitted under applicable law; otherwise from the assets of
                  the Company. Rights granted hereunder shall be in addition to
                  and not in lieu of any rights to indemnification to which the
                  Committee member may be entitled pursuant to the by-laws of
                  the Company. Service on the Committee shall be deemed in
                  partial fulfillment of the Committee member's function as an
                  Associate, officer and/or director of the Company, if he
                  serves in such other capacity as well. The foregoing shall not
                  relieve any one of them from any responsibility or liability
                  for responsibility, obligation or duty that they may have
                  pursuant to ERISA.

8.07     PRUDENT CONDUCT
         The Committee shall use that degree of care, skill, prudence and
         diligence that a prudent man acting in a like capacity and familiar
         with such matters would use in his conduct of a similar situation and
         shall administer the Plan on a reasonable and nondiscriminatory basis
         and shall apply uniform rules to all persons similarly situated.


                                      -47-
<PAGE>   49

8.08     SERVICE IN MORE THAN ONE FIDUCIARY CAPACITY
         Any individual, entity or group of persons may serve in more than one
         fiduciary capacity with respect to the Plan and/or the funds of the
         Plan.

8.09     WRITTEN ELECTIONS
         Any elections, notifications or designations made by a Participant
         pursuant to the provisions of the Plan shall be made in writing and
         filed with the Committee in a time and manner determined by the
         Committee under rules uniformly applicable to all Associates similarly
         situated. The Committee reserves the right to change from time to time
         the time and manner for making notifications, elections or designations
         by Participants under the Plan if it determines after due deliberation
         that such action is justified in that it improves the administration of
         the Plan. In the event of a conflict between the provisions for making
         an election, notification or designation set forth in the Plan and such
         new administrative procedures, those new administrative procedures
         shall prevail.

ARTICLE 9.  MANAGEMENT OF FUNDS

9.01     TRUST AGREEMENT
         All the funds of the Plan shall be held by a Trustee appointed from
         time to time by the Board of Directors under a Trust Agreement adopted,
         or as amended, by the Board of Directors for use in providing the
         benefits of the Plan and paying its expenses not paid directly by the
         Company. The Company shall have no liability for the payment of
         benefits under the Plan nor for the administration of the funds paid
         over to the Trustee. Neither the Committee nor the Company or any
         Affiliated Company in any way guarantees the Trust Fund from loss or
         depreciation.


                                      -48-
<PAGE>   50

9.02     EXCLUSIVE BENEFIT RULE
         Except as otherwise provided in the Plan, no part of the corpus or
         income of the funds of the Plan shall be used for, or diverted to,
         purposes other than for the exclusive benefit of Participants and other
         persons entitled to benefits under the Plan and paying the expenses of
         the Plan not paid directly by the Company. No person shall have any
         interest in or right to any part of the earnings of the funds of the
         Plan, or any right in, or to, any part of the assets held under the
         Plan, except as and to the extent expressly provided in the Plan.

9.03     APPOINTMENT OF INVESTMENT MANAGER
         The Company may, in its discretion, appoint one or more investment
         managers (within the meaning of Section 3(38) of ERISA) to manage
         (including the power to acquire and dispose of) all or part of the
         assets of the Plan, as the Company shall designate. In that event
         authority over and responsibility for the management of the assets so
         designated shall be the sole responsibility of that investment manager.


                                      -49-
<PAGE>   51

ARTICLE 10.  AMENDMENT, TERMINATION, MERGERS AND CONSOLIDATIONS OF THE PLAN

10.01    PLAN AMENDMENT
         The Company, by action of its Board of Directors, reserves the right at
         any time and from time to time, and retroactively if deemed necessary
         or appropriate, to amend in whole or in part any or all of the
         provisions of the Plan. However, no amendment shall make it possible
         for any part of the funds of the Plan to be used for, or diverted to,
         purposes other than for the exclusive benefit of persons entitled to
         benefits under the Plan. No amendment shall be made which has the
         effect of decreasing the balance of the Accounts of any Participant or
         of reducing the nonforfeitable percentage of the balance of the
         Accounts of a Participant below the nonforfeitable percentage computed
         under the Plan as in effect on the date on which the amendment is
         adopted or, if later, the date on which the amendment becomes
         effective.

         Notwithstanding the foregoing, the duties and liabilities of the
         Committee cannot be changed substantially without its consent.

10.02    PLAN TERMINATION
         (a)      The Company expects to continue this Plan and the payment of
                  its contributions hereunder indefinitely, but the continuance
                  of this Plan is not assumed as a contractual obligation of the
                  Company, and the Company expressly reserves the right to
                  discontinue the Plan in its entirety at any time for any
                  reason whatsoever upon 30 day's advance written notice of
                  termination given to the Committee, the Trustee and any other
                  participating Affiliated Companies.


                                      -50-
<PAGE>   52

         (b)      In the event of the full or partial termination of this Plan
                  or upon the permanent discontinuance of Company contributions
                  under the Plan, the rights of all affected Participants to the
                  amounts credited to the affected Participants' Accounts shall
                  be nonforfeitable. Said Plan termination or discontinuance of
                  contributions shall be effective as of the date specified by
                  resolution of the Board of Directors.
         (c)      Termination of the Plan shall have no effect upon payment of
                  installments and benefits to former Participant and their
                  Beneficiaries, whose benefit payments commenced prior to Plan
                  termination. The Trustee shall retain sufficient assets to
                  complete any such payments, and shall have the right, upon
                  direction by the Committee, to purchase annuity contracts to
                  assure the completion of such payments or to pay the value of
                  the remaining payments in a lump sum distribution.
         (d)      The Company shall instruct the Trustee either (1) to continue
                  to manage and administer the assets of the Trust for the
                  benefit of the Participants and their Beneficiaries pursuant
                  to the terms and provisions of the applicable trust agreement,
                  or (2) to pay over to each Participant (and any vested former
                  Participant) the value of his vested interest, and to
                  thereupon dissolve the Trust Fund.
         (e)      Upon termination of the Plan, Income Deferral Contributions,
                  with earnings thereon, shall only be distributed to
                  Participants if (1) neither the Company nor an Affiliated
                  Company establishes or maintains a successor defined
                  contribution plan, and (2) payment is made to the Participants
                  in the form of a lump sum distribution (as defined in Section
                  402(d)(4) of the Code, without regard to


                                      -51-
<PAGE>   53
                  clauses (i) through (iv) of subparagraph (A), subparagraph
                  (B), or subparagraph (F) thereof). For purposes of this
                  paragraph, a "successor defined contribution plan" is a
                  defined contribution plan (other than an employee stock
                  ownership plan as defined in Section 4975(e)(7) of the Code
                  ("ESOP") or a simplified employee pension as defined in
                  Section 408(k) of the Code ("SEP")) which exists at the time
                  the Plan is terminated or within the 12-month period beginning
                  on the date all assets are distributed. However, in no event
                  shall a defined contribution plan be deemed a successor plan
                  if fewer than 2% of the Associates who are eligible to
                  participate in the Plan at the time of its termination are or
                  were eligible to participate under another defined
                  contribution plan of the Company or an Affiliated Company
                  (other than an ESOP or a SEP) at any time during the period
                  beginning 12 months before and ending 12 months after the date
                  of the Plan's termination.

10.03    MERGERS AND CONSOLIDATIONS OF PLANS
         In the event of any merger or consolidation with, or transfer of assets
         or liabilities to, any other plan, each Participant in the event of
         termination shall have a benefit in the surviving or transferee plan
         (determined as if such plan were then terminated immediately after such
         merger, etc.) that is equal to or greater than the benefit he would
         have been entitled to receive immediately before such merger, etc. in
         this Plan (had this Plan been terminated at that time). For the
         purposes hereof, former Participants and Beneficiaries shall be
         considered Participants.


                                      -52-
<PAGE>   54

10.04    DISTRIBUTION OF ACCOUNTS UPON A SALE OF ASSETS OR A SALE OF A
         SUBSIDIARY
         Upon the disposition by the Company of at least 85% of the assets
         (within the meaning of Section 409(d)(2) of the Code) used by the
         Company in a trade or business or upon the disposition by the Company
         of its interest in a subsidiary (within the meaning of Section
         409(d)(3) of the Code), Income Deferral Contributions, with earnings
         thereon, may be distributed to those Participants who continue in
         employment with the employer acquiring such assets or with the sold
         subsidiary, provided that:
         (a)      the Company maintains the Plan after the disposition,
         (b)      the buyer does not adopt the Plan or otherwise become a
                  participating employer in the Plan and does not accept any
                  transfer of assets or liabilities from the Plan to a plan it
                  maintains in a transaction subject to Section 414(l)(1) of the
                  Code, and
         (c)      payment is made to the Participant in the form of a lump sum
                  distribution (as defined in Section 402(d)(4) of the Code,
                  without regard to clauses (i) through (iv) of subparagraph
                  (A), subparagraph (B), or subparagraph (F) thereof).

10.05    REORGANIZATIONS
         No Plan termination will occur solely as a result of the judicially
         declared bankruptcy or insolvency of the Company or any participating
         Affiliated Company, or the dissolution, merger, consolidation or
         reorganization of the Company or any participating Affiliated Company,
         or the sale by the Company or any participating Affiliated Company of
         all or substantially all of its assets, or the termination or complete
         discontinuance of contributions by any Company. However, arrangements
         may be made with the consent of the Company whereby the Plan will be
         continued by any successor to the Company or any participating
         Affiliated Company or any purchaser of all or substantially all of its


                                      -53-
<PAGE>   55

         assets, in which case the successor or purchaser will be substituted
         for the Company or any participating Affiliated Company under the Plan
         and the Trust Agreement; provided that, if the Company or any
         participating Affiliated Company is merged, dissolved, or in any other
         way organized into, or consolidated with, any other employer, the Plan
         as applied to the Company or any participating Affiliated Company will
         automatically continue in effect without a termination thereof.

ARTICLE  11.  GENERAL PROVISIONS

11.01    APPLICABLE LAW
         This Plan shall be construed, regulated and administered under the laws
         of the State of Illinois, except where ERISA or any superseded law of
         the United States controls.

11.02    NONALIENATION
         (a)      Except as required by applicable law or by paragraph (c), no
                  benefit under the Plan shall in any manner be anticipated,
                  assigned or alienated, and any attempt to do so shall be void.
                  However, payment shall be made in accordance with the
                  provisions of any judgment, decree, or order which:
                  (i)      creates for, or assigns to, a spouse, former spouse,
                           child or other dependent of a Participant the right
                           to receive all or a portion of the Participant"s
                           benefits under the Plan for the purpose of providing
                           child support, alimony payments or marital property
                           rights to that spouse, child or dependent,
                  (ii)     is made pursuant to a State domestic relations law,


                                      -54-
<PAGE>   56
                  (iii)    does not require the Plan to provide any type of
                           benefit, or any option, not otherwise provided under
                           the Plan, and
                  (iv)     otherwise meets the requirements of Section 206(d) of
                           ERISA, as amended, as a "qualified domestic relations
                           order", as determined by the Committee.
         (b)      Notwithstanding anything herein to the contrary, if the amount
                  payable to the alternate payee under the qualified domestic
                  relations order is less than $5,000 such amount shall be paid
                  in one lump sum as soon as practicable following the
                  qualification of the order. If the amount exceeds $5,000, it
                  may be paid as soon as practicable following the qualification
                  of the order if the qualified domestic relations order so
                  provides and the alternate payee consents thereto; otherwise
                  it may not be payable before the earliest of (i) the
                  Participant's termination of employment, (ii) the time such
                  amount could be withdrawn under Article 7 or (iii) the
                  Participant's attainment of age 50.
         (c)      A Participant's benefit under the Plan shall be offset or
                  reduced by the amount the Participant is required to pay to
                  the Plan under the circumstances set forth in Section
                  401(a)(13)(C) of the Code.

11.03    SEVERABILITY OF PROVISIONS
         If any provision of this Plan shall be held invalid and unenforceable,
         such invalidity or unenforceability shall not affect any other
         provisions hereof, and this Plan shall be construed and enforced as if
         such provisions had not been included.

11.04    FACILITY OF PAYMENT
         If the Committee shall find that a Participant or other person entitled
         to a benefit is



                                      -55-
<PAGE>   57
         unable to care for his affairs because of illness or accident or
         because he is a minor, the Committee may direct that any benefit due
         him, unless claim shall have been made for the benefit by a duly
         appointed legal representative, be paid to his spouse, a child, a
         parent or other blood relative, or to a person with whom he resides.
         Any payment so made shall be a complete discharge of the liabilities of
         the Plan for that benefit.

11.05    GENDER AND NUMBER
         Except where otherwise clearly indicated by context, the masculine and
         the neuter shall include the feminine and the neuter, the singular
         shall include the plural, and vice-versa.

11.06    CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN
         The establishment of the Plan shall not confer any legal rights upon
         any Associate or other person for a continuation of employment, nor
         shall it interfere with the rights of the Company to discharge any
         Associate and to treat him without regard to the effect which that
         treatment might have upon him as a Participant or potential Participant
         of the Plan.

11.07    ERRONEOUS ALLOCATIONS
         Notwithstanding any provision of the Plan to the contrary, if a
         Participant's Account is credited with an erroneous amount due to a
         mistake in fact or law, the Committee shall adjust such Account in such
         equitable manner as it deems appropriate to correct the erroneous
         allocation.

11.08    ADDITIONAL PARTICIPATING EMPLOYERS
         (a)      If any company is or becomes an United States subsidiary of or
                  Associated with


                                      -56-
<PAGE>   58
                  the Company, the Board of Directors may include the Associates
                  of that subsidiary or Associated company in the membership of
                  the Plan upon appropriate action by that company necessary to
                  adopt the Plan. In that event, or if any persons become
                  Associates of the Company as the result of merger or
                  consolidation or as the result of acquisition of all or part
                  of the assets or business of another company, the Board of
                  Directors shall determine to what extent, if any, previous
                  service with the subsidiary, Associated or other company shall
                  be recognized under the Plan, but subject to the continued
                  qualification of the trust for the Plan as tax-exempt under
                  the Code.
         (b)      Any subsidiary or Associated company may terminate its
                  participation in the Plan upon appropriate action by it. In
                  that event the funds of the Plan held on account of
                  Participant in the employ of that company, and any unpaid
                  balances of the Accounts of all Participants who have
                  separated from the employ of that company, shall be determined
                  by the Committee. Those funds shall be distributed as provided
                  in Section 10.02 if the Plan should be terminated, or shall be
                  segregated by the Trustee as a separate trust, pursuant to
                  certification to the Trustee by the Committee, continuing the
                  Plan as a separate plan for the Associates of that company
                  under which the board of directors of that company shall
                  succeed to all the powers and duties of the Board of
                  Directors, including the appointment of the members of the
                  committee.

ARTICLE 12.  TOP-HEAVY PROVISIONS

The provisions of this Article shall become applicable under the circumstances
described in the

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<PAGE>   59

following special provisions. In the event that the provisions contained in this
Article are inconsistent with the terms contained in the remainder of the Plan,
the provisions contained in this Article shall take precedence.

12.01    TOP-HEAVINESS DEFINED
         (a)      For purposes of this Article, the Plan shall be "top-heavy"
                  if, as of the Determination Date,
                  (i)      the value of the aggregate of the account balances
                           under the Plan for key employees exceeds 60% of the
                           value of the aggregate of the Account balances under
                           the Plan for all Associates, or
                  (ii)     the Plan is part of a required aggregation group, and
                           the sum of the present values of the cumulative
                           account balances and the aggregate present values of
                           accrued benefits of key employees in all plans in the
                           required aggregation group exceeds 60% of a similar
                           sum determined for all Associates. Notwithstanding
                           the results of the said 60% text, the Plan shall not
                           be considered top-heavy for any Plan Year in which
                           the Plan is in a required aggregation group or the
                           Company elects to treat the Plan as a part of a
                           permissive aggregation group and such group is not
                           determined to be top-heavy.




                                      -58-
<PAGE>   60

         (b)      For purposes of this Article, the following terms shall be
                  interpreted according to the definitions assigned to them:
                  (i)      "Account balance" means the sum of (i) the balance of
                           a Participant's Accounts as of the most recent
                           Valuation Date occurring within the 12- month period
                           ending on the determination date, and (ii) the value
                           of any contributions actually made after the
                           Valuation Date but on or prior to the determination
                           date. The term shall include the aggregate
                           distributions made with respect to such Participant
                           under the Plan during the five-year period ending on
                           the determination date but shall not include any
                           qualifying rollover distributions (or similar
                           transfers) initiated by the Associate, and shall not
                           include the account balance of a nonkey employee who
                           was a key employee for any prior Plan Year, or the
                           account balance of any Participant who has not
                           performed services for the Company during the
                           five-year period ending on the determination date.
                  (ii)     "Compensation" means the amount paid to the Associate
                           by the Company as stated on the Associate's Form W-2
                           for the calendar year that ends with or within the
                           applicable Plan Year, but such amount shall be deemed
                           not to exceed the Annual Dollar Limit.
                  (iii)    "Defined benefit plan" means a qualified pension plan
                           which is not a defined contribution plan; however, in
                           the case of a defined benefit plan which provides a
                           benefit which is based partly on the balance of the
                           separate account of a Participant, that plan shall be
                           treated as a defined contribution plan to the extent
                           benefits are based on the separate


                                      -59-
<PAGE>   61

                           account of a Participant and as a defined benefit
                           plan with respect to the remaining portion of the
                           benefits under the plan.
                  (iv)     "Defined contribution plan" means a qualified plan
                           which provides for an individual account for each
                           Participant and for benefits based solely upon the
                           amount contributed to the Participant's account, and
                           any income, expenses, gains and losses, and any
                           forfeitures of accounts of other Participants which
                           may be allocated to that Participant's accounts,
                           subject to (iii) above.
                  (v)      "Determination date" means the last day of the
                           preceding Plan Year, or in the case of the first Plan
                           Year, the last day of that Plan Year.
                  (vi)     "5% owner of the Company" means any person who either
                           directly or constructively (as defined in Section 318
                           of the Code) owns more than 5% of either the value of
                           the outstanding stock of the Company or the total
                           combined voting power of all of the Company's stock.
                  (vii)    Associate includes such Beneficiary or beneficiaries
                           who obtain an interest in the Plan by Beneficiary
                           designation, will, devise or through the laws of
                           intestacy.
                  (viii)   "Key Employee" means any Associate or former
                           Associate in this Plan who, at any time during the
                           Plan Year ending on the determination date, or during
                           any of the four preceding Plan Years which began
                           after 1982, was:
                           (A)      An officer of the Company,
                           (B)      A 5% owner of the Company,
                           (C)      One of the top ten owners of the Company, or


                                      -60-
<PAGE>   62

                           (D)      A 1% owner of the Company having an annual
                                    compensation of more than $150,000.
                           The term shall also include beneficiaries of key
                           employees.
                  (ix)     "Nonkey employee" means any Associate who is not a
                           key employee.
                  (x)      "Officer" means at any time during the Plan Year or
                           any four preceding Plan Years an Associate who serves
                           as an administrative executive for the Company or an
                           Affiliated Company on a regular and continuous basis
                           and during the applicable year has annual
                           compensation from the Company or an Affiliated
                           Company greater than 50% of the amount in effect
                           under Section 415(b)(1)(A) of the Code. The maximum
                           number of Associates who shall be deemed to be
                           officers for purposes of this Article shall be the
                           lesser of:
                           (A)      50, or
                           (B)      The greater of 3, or 10% of all Associates.
                           If the actual number of officers of the Company
                           exceeds the maximum number of Associates who are
                           deemed to be officers hereunder, the maximum number
                           of officers for purposes of this Article shall
                           include those officers who had the highest one-year
                           compensation while serving as an officer of the
                           Company during any applicable Plan Year.
                  (xi)     "1% owner of the Company" means any person, who
                           either directly or constructively (as defined in
                           Section 318 of the Code) owns more than 1% of either
                           the outstanding stock of the Company or the total
                           combined voting power of all of the Company's stock.



                                      -61-
<PAGE>   63

                  (xii)    "Permissive aggregation group" means each qualified
                           plan in the required aggregation group and any other
                           qualified defined benefit and defined contribution
                           plan of the Company or an Affiliated Company with
                           contributions or benefits at least comparable to the
                           contributions or benefits under this Plan in which
                           all members are nonkey employees, if the resulting
                           aggregation group continues to meet the requirements
                           of Section 401(a)(4) and 410 of the Code.
                  (xiii)   "Required aggregation group" includes:
                           (A)      Each qualified defined benefit plan and
                                    defined contribution plan of the Company or
                                    an Affiliated Company (regardless of whether
                                    the Plan terminated within the past five
                                    years) in which a key employee is a
                                    Participant, and
                           (B)      Each other qualified defined benefit and
                                    defined contribution plan of the Company or
                                    an Affiliated Company which enables any plan
                                    described in paragraph (xiii)(A), above, to
                                    meet the requirements of Section 401(a)(4)
                                    or 410 of the Code.
                  (xiv)    "Top ten owner" means the 10 Associates who own
                           directly or constructively (as defined in Section 318
                           of the Code) both more than "% ownership interest in
                           value and the largest percentage ownership interest
                           in value of the Company and any Affiliated Company
                           and during the applicable year have annual
                           compensation from the Company or an Affiliated
                           Company greater than 100% of the amount in effect
                           under Section 415(c)(1)(A) of the Code.



                                      -62-
<PAGE>   64
12.02    COMPANY CONTRIBUTIONS
         The following provisions shall be applicable to Participants for any
         Plan Year with respect to which the Plan is top-heavy:
         (a)      If the required minimum contribution is not provided by the
                  Plan for any Participant who is a nonkey employee, then in
                  each Plan Year, in addition to the contributions otherwise
                  provided under the Plan, the Company shall make contributions
                  on behalf of any such Participant (or each Associate eligible
                  to become a Participant) who is a nonkey employee and who has
                  not separated from service as of the last day of the Plan Year
                  (regardless of whether the nonkey employee elects to make
                  Income Deferral Contributions) which, when added to the
                  Company contributions allocated to his Matching Account for
                  the Plan Year (and not needed to meet the Contribution
                  Percentage Test) will be equal to a percentage of the
                  Participant's compensation for the Plan Year, that percentage
                  to be the lesser of 3% or the percentage rate, determined for
                  the key employee for whom that percentage is the highest,
                  equivalent to the fraction the numerator of which is the
                  contribution allocated to that key employee in accordance with
                  this Section 12.02 and the denominator of which is the
                  compensation of the key employee for that Plan Year.
         (b)      For purposes of this Section 12.02, all defined contribution
                  plans required to be included in a required aggregation group
                  shall be treated as one plan. This Section 12.02 shall not
                  apply if this Plan is required to be included in a required
                  aggregation group under Section 12.01 and if this Plan enables
                  a defined benefit plan required to be included in such group
                  to meet the requirements of Section 401(a)(4) or 410 of the
                  Code.




                                      -63-
<PAGE>   65

         (c)      Notwithstanding the foregoing provisions, no minimum
                  contribution shall be made with respect to a Participant (or
                  an Associate eligible to become a Participant) if the required
                  minimum benefit under Section 416(c)(1) of the Code is
                  provided under a Company sponsored defined benefit plan.

12.03    VESTING

         (a)      The following provisions shall be applicable to Participants
                  for any Plan Year with respect to which the Plan is top-heavy:
                  (i)      In lieu of the vesting schedule in Article 5 the
                           following shall apply:

<TABLE>
<CAPTION>

                           =====================================================
                            YEARS OF SERVICE                 VESTED PERCENTAGE
                           =====================================================
<S>                                                          <C>
                                Less than 2 Years                  0%
                             2 but less than 3 years              20%
                             3 but less than 4 years              40%
                             4 but less than 5 years              60%
                                 5 years or more                 100%
                           =====================================================
</TABLE>

                           provided that in no event shall the vested portion of
                           the Matching Account be less than the percentage
                           under Article 5.
                  (ii)     If the Plan is top-heavy with respect to a Plan Year
                           and ceases to be top-heavy for a subsequent Plan
                           Year, the following provisions shall be applicable:
                           (A)      With respect to a Participant who has
                                    completed at least three years of Service on
                                    or before the last day of the most recent
                                    Plan Year for which the Plan was top-heavy,
                                    the vesting schedule set forth above shall
                                    continue to be applicable, to the extent the
                                    application of that schedule provides the
                                    Participant with a greater




                                      -64-
<PAGE>   66

                                    vested portion of his Matching Account than
                                    that provided under the provisions of
                                    Article 5.
                           (B)      With respect to a Participant who has
                                    completed at least 2, but less than 3, years
                                    of Service on or before the last day of the
                                    most recent Plan Year for which the Plan was
                                    top-heavy, the vesting provisions of Article
                                    5 shall again be applicable; provided,
                                    however, that in no event shall the vested
                                    portion of his Matching Account be less than
                                    the percentage determined under paragraph
                                    (A) above as of the last day of the most
                                    recent Plan Year for which the Plan was
                                    top-heavy.

12.04    IMPACT ON MAXIMUM BENEFITS
         For any Plan Year in which the Plan is a top-heavy plan, Section 3.10
         shall be read by substituting the number "1.0" for the number "1.25"
         wherever it appears therein except such substitution shall not have the
         effect of reducing any benefit accrued under a defined benefit plan
         sponsored by the Company prior to the first day of the Plan Year in
         which this provision becomes applicable.





                                      -65-
<PAGE>   67

TruServ Corporation herewith causes this Plan to be executed as of July 1, 2000
in accordance with a duly adopted resolution of the Board of Directors and by
its duly authorized officer on this 1st day of July, 2000.



                                                  TruServ Corporation






/s/ BILL EVANS, Director of Employee Benefits     /s/ ROBERT OSTROV, SVP
---------------------------------------------     ------------------------------
          Witness




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