<PAGE>   1
                                                                   EXHIBIT 10.8


                   SAVINGS AND PROFIT SHARING RETIREMENT PLAN
                           OF STEINBACH STORES, INC.
                     AND PARTICIPATING AFFILIATED COMPANIES
          (as amended and restated, effective as of February 11, 1995)


                              ARTICLE I.  THE PLAN

     1.1  Purpose of Plan.  The purpose of the Plan is to allow Employees to
elect to set aside a portion of their salaries on a before-tax basis in order
to accumulate capital for their retirement, and to encourage Employee savings
by matching such deferrals with Company contributions, to a maximum of 5
percent of compensation.  The Plan is a profit sharing plan and the Plan and
Trust are intended to meet the applicable requirements of sections 401(a),
401(k), and 501(a) of the Code.

     1.2  Applicability of Plan.  The Plan originally was executed on October
31, 1994, effective as of October 1, 1994.  Effective February 11, 1995, the
Company is hereby amending and restating the Plan to change the rate of
Matching Employer Contributions and to provide that no further Rollover
Contributions may be made to the Plan.  The provisions of this Plan, as amended
and restated as set forth herein, are applicable only to Eligible Employees in
the employ of the Company on or after February 11, 1995, except as specifically
provided herein.

                            ARTICLE II.  DEFINITIONS

     Whenever used in the Plan, the following terms shall have the meanings set
forth below unless otherwise expressly provided.  The masculine pronoun shall
be deemed to refer either to a male or a female, whichever is appropriate in
the context.

     2.1  "Accounts" shall mean the separate accounts maintained for each
Member which represent his total proportionate interest in the Trust and which
consist of the sum of the following:

     (a)  "After-Tax Contributions Account" shall mean that portion of such
          Member's Accounts which evidences the value of the After-Tax
          Contributions made by the Member under the Prior Plan, if any, prior
          to February 1, 1987, including any gains and losses of the Trust
          attributable thereto;

     (b)  "Before-Tax Contributions Account" shall mean that portion of such
          Member's Accounts which evidences the value of the Before-Tax
          Contributions made on his behalf by the Company, including any gains
          and losses of the Trust attributable thereto;  "Supplemental
          Before-Tax Contributions Account" shall mean a subaccount of the
          Member's Before-Tax Contributions Account which evidences the value
          of the Supplemental Before-Tax Contributions made on his behalf by
          the Company, including any gains and losses of the Trust attributable
          thereto;
<PAGE>   2

     (c)  "Matching Employer Contributions Account" shall mean the portion of
          such Member's Accounts which evidences the value of the Matching
          Employer Contributions made on his behalf by the Company, including
          any gains or losses of the Trust attributable thereto;

     (d)  "Discretionary Employer Contributions Account" shall mean the portion
          of such Member's Accounts which evidences the value of the
          Discretionary Employer Contributions made on his behalf by the
          Company, including any gains or losses of the Trust attributable
          thereto;

     (e)  "Rollover Account" shall mean the portion of such Member's Accounts
          which evidences the value of the Rollover Contributions made by the
          Member prior to February 11, 1995, including any gains or losses of
          the Trust attributable thereto; and

     (f)  "Transfer Account" shall mean the value of contributions that were
          previously contributed under another qualified plan maintained by the
          Company or an Affiliate or its predecessor, which are transferred to
          this Plan under section 4.17, including any gains or losses of the
          Trust attributable thereto.

Notwithstanding the foregoing provisions of paragraph (f) above, amounts
transferred to this Plan from the Prior Plan effective October 1, 1994 shall be
credited to the specific Account of the Participant identified in (a) through
(f) above, in the same manner as such amounts were credited under the Prior
Plan.

     2.2  "Affiliate" shall mean any corporation, trade, or business if it and
the Company are members of a controlled group of corporations, are under common
control, or are members of an affiliated service group, within the meaning of
Code sections 414(b), 414(c), and 414(m), respectively.  The term "Affiliate"
shall also include any other entity required to be aggregated with the Company
pursuant to regulations under Code section 414(o).

     2.3  "After-Tax Contributions" shall mean those supplemental member
contributions" made by a Member to the Prior Plan, or a predecessor plan, prior
to February 1, 1987.

     2.4  "Alternate Payee" shall mean any individual described in section
13.8(a).

     2.5  "Annual Addition" shall have the meaning set forth in section
4.14(c)(1).

     2.6  "Approved Leave of Absence" shall mean--

          (a)  an absence during which an Employee shall be directly paid by the
               Company, or 
          (b)  an unpaid absence for reasons such as sickness, temporary
               disability,





                                       2
<PAGE>   3

               temporary layoff, jury duty, or military service, which absence
               is authorized by the Company.

     2.7  "Balance" shall mean as of a given date, the aggregate balances of a
Member's After-Tax Contributions Account, Before-Tax Contributions Account,
Discretionary Employer Contributions Account, Matching Employer Contributions
Account, Rollover Account, and Transfer Account.

     2.8  "Before-Tax Contributions" shall mean the Contributions made by the
Company on behalf of a Member pursuant to the Member's election to reduce his
Compensation as described in section 4.2.

     2.9  "Beneficiary" shall mean the person or persons designated under
section 7.4(d).

     2.10 "Board of Directors" means the Board of Directors of the Company.

     2.11 "Code," shall mean the Internal Revenue Code of 1986, as in effect at
the time with respect to which such term is used.

     2.12 "Company" shall mean the Company and Participating Affiliates.

     2.13 "Compensation" shall mean:

          (1)  wages within the meaning of Code section 3401(a) and all other
               payments to an Employee for which the Company is required to
               furnish the Employee a written statement under Code section
               6041(d) and 6051(a)(3), and to the extent not otherwise
               included, Before-Tax Contributions under this Plan.

               Notwithstanding the foregoing, Compensation shall be modified to
               exclude the following items:

               (A)  reimbursements or other expense allowances,

               (B)  fringe benefits,

               (C)  deferred compensation (other than Before-Tax Contributions
                    under this Plan),

               (D)  welfare benefits,

               (E)  amounts paid or reimbursed by the Company for moving
                    expenses incurred by an Employee, but only to the extent
                    that at the time of





                                       3
<PAGE>   4

                    the payment it is reasonable to believe that these amounts
                    are deductible by the Employee under Code Section 217
                    (except that with respect to a Highly Compensated Employee,
                    Compensation shall be modified to exclude all amounts paid
                    or reimbursed by the Company for moving expenses incurred by
                    an Employee, regardless of whether it is reasonable to
                    believe at the time of the payment that these amounts are
                    deductible by the Employee under Code section 217),

               (F)  personal loans made by the Company or its Affiliates to an
                    Employee which are forgiven, but only to the extent that
                    the outstanding loan balance which is forgiven by the
                    Company or its Affiliates is includable in the Member's
                    gross income, and provided further that the Member is a
                    Highly Compensated Employee, and

               (G)  Severance payments made by the Company or its Affiliates to
                    Employees who are Members.

          (2)  Notwithstanding the foregoing, for purposes of the discrimination
               limits set forth in sections 4.9 and 4.12 of the Plan,
               "Compensation" shall mean an Employee's compensation, as defined
               in section 414(s) of the Code as determined by the Plan
               Administrator on a uniform and consistent basis   for all
               Employees, exclusive of compensation received by the Employee
               while he is not an Eligible Employee.  Not withstanding the
               preceding sentence, the Plan Administrator may elect to include
               in "Compensation" any amounts excluded from wages by reason of an
               Employee's salary reduction election under a cafeteria plan under
               section 125 of the Code or a cash or deferred arrangement under
               section 401(k) of the Code, provided such election is made on a
               reasonable and consistent basis from year to year.

The maximum amount of Compensation taken into account under the Plan for any
Plan Year shall be $150,000, or such other amount as is determined by the
Secretary of the Treasury to reflect a cost-of-living adjustment under Code
section 401(a)(17)(B).  The cost-of-living adjustment in effect for a calendar
year applies to any period, not exceeding 12 months, over which compensation is
determined (determination period) beginning in such calendar year.  If a
determination period consists of fewer than 12 months, the annual compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is 12.  In
determining Compensation for purposes of this limitation, the rules of Code
section 414(q)(6) shall apply, except that in applying such rules, the term
"family" shall include only the spouse of the employee and any lineal
descendants who have not attained age 19 before the close of the Plan Year.  If
as a result of the application of the





                                       4
<PAGE>   5

rules of Code section 414(q)(6), the limitation is exceeded, then the limitation
shall be prorated among the affected family members in proportion to each such
family member's Compensation as determined under this Section prior to the
application of this limitation.

     2.14 "Computation Period" shall mean the Plan Year, except that in
determining whether an Employee completes a Year of Eligibility Service under
section 3.2 during the 12-month period following his commencement of
employment, the term "Computation Period" shall mean that 12-month period.

     2.15 "Continuous Service" shall mean the period or uninterrupted
employment from the later of the Employee's Employment Commencement Date or the
date when he reaches age 18, to his Severance from Service, subject to the
following rules:

     (a)  The period of uninterrupted employment with a company (including any
          predecessor company) immediately prior to the date on which that
          company becomes an Affiliate, or its business is acquired by the
          Company or an Affiliate, shall be included in the Continuous Service
          of an Employee who was employed by such company at such date, to the
          extent determined by the Board of Directors.

     (b)  Credit for Continuous Service when an Employee is reemployed after a
          Severance from Service shall be subject to the following provisions
          of this subsection:

          (1)  If an Employee is reemployed after a Severance from Service and
               he is reemployed before a One Year Period of Severance occurs
               after such Severance from Service, the Continuous Service he had
               at such Severance from Service shall be reinstated upon his
               reemployment.  If such Severance from Service resulted from a
               quit, discharge, or retirement, he shall receive credit (but not
               in excess of 12 months) for Continuous Service for the period
               between his Severance from Service and his reemployment, or if
               his Severance from Service is by reason of a quit, discharge, or
               retirement during any absence from employment of 12 months or
               less for any reason other than a quit, discharge, retirement, or
               death, and the Employee then performs an Hour of Service within
               12 months of the date he was first absent from employment, he
               shall receive credit for Continuous Service for the period
               between his Severance from Service and his reemployment.

          (2)  If upon incurring a Severance from Service the Employee had a
               vested interest in any portion of his Before-Tax Contributions,
               Matching Employer Contributions, Discretionary Employer
               Contributions, or Transfer Contributions, the Continuous Service
               he had at such time shall be reinstated upon the conclusion of
               his Severance from Service.





                                       5
<PAGE>   6

          (3)  If neither (1) nor (2) is applicable, and if the number of
               One-Year Periods of Severance between his Severance from Service
               and reemployment does not equal or exceed the greater of five or
               the number of years of Continuous Service he had prior to his
               Severance from Service, his prior Continuous Service shall be
               reinstated upon the conclusion of his Severance from Service.

     (c)  Continuous Service shall be calculated to completed twelfths of a
          year, where one complete calendar month of employment or 30 days of
          employment equals a "completed twelfth."

     (d)  Continuous Service shall include periods recognized as Continuous
          Service under the Prior Plan.

     2.16 "Deferred Retirement Date" shall be the first day of the month
coincident with or next following the Member's termination of employment with
the Company or an Affiliate after his Normal Retirement Date.

     2.17 "Defined Benefit Fraction" shall have the meaning set forth in section
4.14(c)(2).

     2.18 "Defined Contribution Fraction" shall have the meaning set forth in
section 4.14(c)(3).

     2.19 "Determination Date" shall have the meaning set forth in section
12.8(a).

     2.20 "Disability Retirement Date" shall mean the first day of the month
coincident with or next following the date on which a Member's employment with
the Company or an Affiliate terminates as a result of Permanent Disability.

     2.21 "Discretionary Employer Contributions" shall mean contributions made
by the Company or a Participating Affiliate under section 4.4.

     2.22 "Domestic Relations Order" shall have the meaning set forth in section
13.8(b).

     2.23 "Effective Date" shall mean October 1, 1994.  The effective date of
this amendment and restatement of the Plan shall be February 11, 1995.

     2.24 "Eligible Employee" shall mean an Employee eligible to become a Member
of the Plan as described in section 3. 1.

     2.25 "Employee" shall mean any individual employed by the Company or an
Affiliate.

     2.26 "Employment Commencement Date" shall mean the date on which an
Employee





                                       6
<PAGE>   7

first performs an Hour of Service for the Company or an Affiliate.

     2.27 "Entry Date" shall mean the first day of the first payroll period that
begins on or immediately after each February 1, May 1, August 1, and November 1
after the Effective Date and any other day as of which any Affiliate adopts the
Plan with the approval of the Board of Directors.

     2.28 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as in effect at the    time with respect to which such term is used.

     2.29 "Highly Compensated Employee" shall mean an individual determined by
the company to meet the criteria set forth in Code section 414(q) and the
regulations thereunder.  For the purposes of section 4.10 hereunder, Highly
Compensated Employee shall also mean an individual determined by the Company
during a given Plan Year to be likely to meet the criteria set forth in Code
section 414(q) and the regulations thereunder for that Plan Year.

     (a)  The term "Highly Compensated Employee" generally means an Employee who
          during the current Plan Year or the immediately preceding Plan Year:

          (1)  was at any time a five-percent (5%) owner, as defined in section
               416(i) of the Code;

          (2)  received compensation in excess of $75,000, as adjusted by the
               Secretary of the Treasury in accordance with section 415(d) of
               the Code;

          (3)  received compensation in excess of $50,000, as adjusted by the
               Secretary of the Treasury in accordance with section 415(d) of
               the Code, and was in the top-paid group of Employees for such
               Plan Year; or

          (4)  was at any time an officer and received compensation greater
               than fifty percent (50%) of the amount in effect under section
               415(b)(1)(A) of the Code.

     (b)  With respect to the Plan Year for which the relevant determination is
          being made, an Employee not described in paragraph (a)(2), (a)(3), or
          (a)(4) above for the preceding Plan Year shall not be a Highly
          Compensated Employee unless such Employee is a member of the group
          consisting of the 100 Employees paid the greatest compensation during
          the Plan Year for which such determination is being made.

     (c)  An Employee is in the top-paid group of Employees for any Plan Year
          if such Employee is in the group consisting of the top twenty percent
          (20%) of the Employees when ranked on the basis of compensation for
          such Plan Year.  For





                                       7
<PAGE>   8

          purposes of determining the number of Employees in the top-paid group,
          Employees described in section 414(q)(8) of the Code shall be excluded
          to the extent (1) permitted under section 414(q)(8) of the Code and
          regulations thereunder and (2) elected by the Plan Administrator.

     (d)  For purposes of paragraph (a)(4), no more than fifty (50) Employees
          (or, if lesser, the greater of three (3) Employees or ten (10)
          percent of the Employees, excluding Employees described in section
          414(q)(8) of the Code disregarded for purposes of identifying the
          top-paid group of Employees) shall be treated as officers, and if for
          any Plan Year no officer is described in such paragraph, the highest
          paid officer for such Plan Year shall be treated as described in such
          paragraph.

     (e)  If any person is a member of the family of a five-percent (5%) owner
          who is an Employee or former Employee or of a Highly Compensated
          Employee in the group consisting of the ten (10) Highly Compensated
          Employees with the greatest compensation for the Plan Year, such
          person shall not be considered a separate Employee.  In such case,
          the family member (or family members) and five-percent (5%) owner or
          Highly Compensated Employee shall be treated as a single Highly
          Compensated Employee receiving compensation and Plan contributions
          equal to the sum of the compensation and Plan contributions of the
          family member(s) and the five-percent (5%) owner or Highly
          Compensated Employee.  The term "family" shall mean, with respect to
          any Employee or former Employee, such Employee's spouse and lineal
          ascendants or descendants and the spouses of such lineal ascendants
          or descendants.

     (f)  A former Employee shall be treated as a Highly Compensated Employee,
          if such Employee was a Highly Compensated Employee while an active
          Employee in either the Plan Year in which such Employee separated
          from service or in any Plan Year ending on or after his 55th
          birthday.

     (g)  For purposes of this Section 2.29, "compensation" shall mean
          compensation as defined in section 415(c)(3) of the Code that is paid
          to the Employee during the applicable period, but including amounts
          that are excluded from gross income under section 125, 402(a)(8),
          402(h) or 403(b) of the Code.

     2.30 "Hours of Service".

     (a)  General Rule.  The words "Hours of Service" shall mean each hour for
          which the Employee is directly or indirectly paid or entitled to
          payment by the Company or an Affiliate--

          (1)  for the performance of duties,





                                       8
<PAGE>   9

          (2)  on account of a period of time during which no duties are
               performed (irrespective of whether the employment relationship
               has terminated) due to vacation, holiday, illness, incapacity
               (including disability), layoffs jury duty, military duty, or an
               Approved Leave of Absence, or

          (3)  for which back pay, irrespective of mitigation of damages, is
               either awarded or agreed to by the Company provided, however,
               that no hour shall be credited as an Hour of Service under more
               than one of the preceding paragraphs.

     (b)  Applicable Computation Period

          (1)  Hours of Service described in paragraph (a)(1) shall be credited
               to the Computation Period in which the duties are performed.

          (2)  Hours of Service described in paragraph (a)(2) shall be credited
               to the Computation Period in which the Employee is compensated
               for such Hours of Service.

          (3)  Hours of Service described in paragraph (a)(3) shall be credited
               to the Computation Period to which the award, agreement, or
               payment pertains.

          (4)  Notwithstanding anything to the contrary in paragraph (a)(1),
               (a)(2), or (a)(3), in the case of Hours of Service to be
               credited to the Employee in connection with a payroll period of
               no more than 31 days which extends beyond the end of a
               Computation Period, all such Hours of Service shall be credited
               to the following Computation Period.

     (c)  Hours Not Counted.  This subsection limits the Hours of Service
          credited for periods during which no duties are performed and applies
          whether or not Hours of Service otherwise would have been counted for
          such periods under paragraph (a)(2).

          (1)  Unpaid Time.  An hour for which an Employee is not paid, either
               directly or indirectly, shall not be credited except in the case
               of an Approved Leave of Absence.  Notwithstanding the foregoing,
               an Employee shall receive one Hour of Service for each hour of
               the normally scheduled work hours for each day during any period
               he is on a leave of absence from work with the Company or an
               Affiliate for military service with the armed forces of the
               United States, but not to exceed the period required under the
               law pertaining to veterans reemployment rights; provided that if
               he fails to report to work at the end of such leave during which
               he has reemployment rights he shall not receive credit for hours
               on such leave.





                                       9
<PAGE>   10

          (2)  Worker's Compensation, Disability Insurance, Unemployment
               Compensation.  An hour for which an Employee is directly or
               indirectly paid or entitled to payment on account of a period
               during which the Employee performed no duties shall not be
               credited if such payment is made or due under a plan maintained
               solely for the purpose of complying with applicable workers'
               compensation, unemployment compensation or disability insurance
               laws.

          (3)  Medical Reimbursement.  Hours of Service shall not be credited
               for a payment which solely reimburses the Employee for medical
               or medically related expenses incurred by the Employee.

          (4)  501 Hour Limitation.  Not more than 501 Hours of Service shall
               be credited under paragraph (a)(2) on account of any single
               period during which the Employee performs no duties (whether or
               not such period occurs in a single calendar year).

     (d)  Maternity and Paternity Absence.  Solely for purposes of determining
          whether a One-Year Break in Service has occurred, an Employee shall
          be credited with an Hour of Service for each hour which would have
          been credited to such Employee but for such Employee's absence from
          employment for maternity or paternity reasons.  For purposes of this
          paragraph, an absence from work for maternity or paternity reasons
          means an absence--

          (1)  by reason of the pregnancy of the Employee,

          (2)  by reason of the birth of a child of the Employee,

          (3)  by reason of the placement of a child with the Employee in
               connection with the adoption of such child by such Employee, or

          (4)  for purposes of caring for such child for a period beginning
               immediately following such birth or placement.  No more than 501
               Hours of Service shall be credited under this subsection (d) for
               any such absence.  Hours of Service credited under this
               subsection (d) shall be credited in the first Computation Period
               in which such crediting is necessary to prevent a One-Year Break
               in Service.  In order for an absence to be considered as on
               account of the reasons described in this paragraph, an Employee
               shall provide the Plan Administrator information establishing
               (A) that the absence from work is for reasons set forth in this
               paragraph, and (B) the number of days for which there was such
               an absence.  Nothing in this paragraph shall be construed as
               expanding or amending any maternity or





                                       10
<PAGE>   11

               paternity leave policy of the Company.

     (e)  Equivalent Hours.  When no time records are available, an Employee
          shall be given credit for 45 Hours of Service for each week for which
          the Employee otherwise would have been credited with at least one
          Hour of Service.

     (f)  Determination of Hours.  All Hours of Service shall be determined in
          accordance with section 2530.200b-2(b) of the Department of Labor
          regulations, which are incorporated herein by this reference.

     2.31 "Investment Funds" shall mean any fund, contract, obligation, or
other mode of investment, as selected from time to time by the Plan
Administrator, for the investment of Members' Accounts under section 5.1. The
Plan Administrator shall have discretion to terminate such funds and establish
new funds as it shall deem appropriate in accordance with section 5.1.

     2.32 "Key Employee" and "Non-Key Employee" shall mean any individual
described in section 12.8(b) and 12.8(c), respectively.

     2.33 "Leased Employee" shall mean any individual described in section
11.3(a).

     2.34 "Leasing Organization" shall mean any entity described in section
11.3(b).

     2.35 "Leasing Organization Pension Plan" shall mean any plan described in
section 11.3(c).

     2.36 "Limitation Compensation" shall have the meaning set forth in section
4.14(c)(4).

     2.37 "Matching Employer Contributions" shall mean contributions made by the
Company or a Participating Affiliate under section 4.3.

     2.38 "Member" shall mean any Eligible Employee who has enrolled in the Plan
under section 3.3.

     2.39 "Normal Retirement Date" shall mean the first day of the month in
which a Member attains his sixty-fifth birthday.

     2.40 "One-Year Break in Service" shall mean a Computation Period in which
an Employee is credited with less than 501 Hours of Service.

     2.41 "One-Year Period of Severance" shall mean--

     (a)  Each 12-consecutive month period beginning on the date an Employee
          incurs a Severance from Service and ending on each anniversary of
          such date, provided





                                       11
<PAGE>   12

          that the Employee does not perform an Hour of Service for the Company
          or any Affiliate during such period.

     (b)  Solely for purposes of determining whether a One-Year Period of
          Severance has occurred, in the case of an Employee who is absent from
          work for maternity or paternity reasons, the 12-consecutive month
          period beginning on the Employee's Severance from Service shall not
          be treated as a Period of Severance.  An absence from work for
          maternity or paternity reason means an absence by reason of the
          pregnancy of the Employee, by reason of the birth of a child of the
          Employee, by reason of the placement of a child with the Employee in
          connection with the adoption of such child by the Employee, or for
          purposes of caring for such child for a period beginning immediately
          following such birth or placement.  In order for an absence to be
          considered as on account of the reasons described in this paragraph,
          an Employee shall provide the Plan Administrator information
          establishing (1) that the absence from work is for reasons set forth
          in this paragraph, and (2) the number of days for which there was
          such an absence.  Nothing in this paragraph shall be construed as
          expanding or amending any maternity or paternity leave policy of the
          Company.

     2.42 "Participating Affiliate" shall mean any domestic Affiliate which
adopts the Plan with the approval of the Board of Directors.  Any such adoption
of the Plan shall be effective as of the February 1, May 1, August 1, or
November 1 which is coincident with or next following the approval of the Board
of Directors, unless another date is specified by the Board of Directors.

     2.43 "Permanent Disability" shall mean a mental or physical disability or
illness which prevents an Employee from engaging in any occupation or
employment for remuneration or profit, as determined by the Plan Administrator,
provided such disability--

     (a)  was not contracted, suffered or incurred while the Employee was
          engaged in, or did not result from his having engaged in, a criminal
          enterprise, or

     (b)  did not result from his habitual drunkenness or addiction to
          narcotics, or

     (c)  did not result from an intentionally self-inflicted injury, or

     (d)  did not result from service in the Armed Forces of any country, which
          prevents return to employment with a Company or an Affiliate, and for
          which the Employee receives a military pension.

     2.44 "Plan" shall mean the Savings and Profit Sharing Retirement Plan of
Steinbach Stores, Inc. and Participating Affiliated Companies, the profit
sharing plan set forth herein.

     2.45 "Plan Administrator" shall mean the committee appointed by the
Board of





                                       12
<PAGE>   13

     Directors pursuant to the provisions of Article IX hereof.

     2.46 "Plan Year" shall mean the period commencing on October 1, 1994 and
ending on January 31, 1995 and thereafter means the 12-month period beginning
with February 1 and ending with January 31.

     2.47 "Prior Plan" shall mean the Savings and Profit Sharing Retirement
Plan of American Retail Group, Inc. and Participating Affiliated Companies, as
in effect on October 1, 1994.

     2.48 "Qualified Domestic Relations Order" shall mean any Domestic Relations
Order described in section 13.8(c).

     2.49 "Related Person" shall mean any person described in section 11.3(d).

     2.50 "Retirement Date" shall mean the Member's Normal Retirement Date,
Deferred Retirement Date, or Disability Retirement Date.

     2.51 "Rollover Contributions" shall mean the amounts described in section
4.16(b).

     2.52 "Salary Reduction Agreement" shall mean an agreement described in
section 4.6.

     2.53 "Severance from Service" shall mean a termination of employment with
the Company and Affiliates provided, however, that the transfer of an Employee
by the Company or an Affiliate to employment from another Affiliate shall not
constitute a Severance from Service, and provided further that a Severance from
Service shall occur on the earliest to occur of (a), (b), or (c) below:

     (a)  The date as of which the Employee quits, is discharged, retires, or
          dies, or

     (b)  The first anniversary of the date when the Employee is first absent
          from employment because of an Approved Leave of Absence authorized by
          the Company or because of a layoff on account of reduction in work
          force, provided the Employee fails to return to work following the
          expiration of his Approved Leave of Absence or the date upon which the
          Company recalls the Employee following a layoff, or

     (c)  The first anniversary of the first day of an Employee's absence
          from employment with the Company and its Affiliates for any reason
          other than in (a) or (b), above.

Notwithstanding the foregoing, an Employee who is absent on account of service
in the armed forces of the United States of America shall not incur a Severance
from Service in contradiction of federal law.





                                       13
<PAGE>   14


     2.54    "Supplemental Before-Tax Contributions" shall mean any Before-Tax
Contributions made on a Member's behalf which are in excess of 5 percent of such
Member's Compensation for any Plan Year.

     2.55    "Transfer Contributions" shall mean those Company contributions
that were previously contributed under another qualified plan maintained by the
Company or an Affiliate or its predecessor which have been transferred to this
Plan under section 4.17.

     2.56    "Trust" shall mean the trust established by and under the Trust
Agreement in connection with the Plan under which Plan assets are held and
invested and from which all benefits under the Plan are paid.

     2.57    "Trust Agreement" shall mean the agreement by and between the
Company and the Trustee as currently in effect and as it may hereafter be
amended.

     2.58    "Trustee" shall mean the person or persons acting as trustee of the
Trust.

     2.59    "Valuation Date" shall mean the last day of each month and other
dates elected by the Plan Administrator.

     2.60    "Year of Eligibility Service" for an Employee shall have the
meaning set forth in section 3.2.


                    ARTICLE III.  PARTICIPATION AND SERVICE

     3.1     Eligibility to Commence Participation.

     (a)     Existing Employees.  Each Employee of the Company on October 27,
1994 who was a member of the Prior Plan on such date shall automatically become
a Member under this Plan on the Effective Date.

     (b)     In General.  Each Employee of the Company (including an Employee
who is on an Approved Leave of Absence or layoff) (1) who is not a member of a
collective bargaining unit covered under a collective bargaining agreement
(unless such agreement specifically provides for coverage of such bargaining
unit members in the Plan), (2) who is not, as to the United States, a
non-resident alien with no U.S. source income from the Company, and (3) who
receives Compensation from the Company on a salaried or hourly basis shall be
eligible to become a Member on the Entry Date coincident with or next following
the date the Employee attains his twenty-first birthday and has completed one
Year of Eligibility Service.

     3.2     Year of Eligibility Service.  "Year of Eligibility Service" means
any Computation Period during which the Employee completes at least 1,000 Hours
of Service beginning on the





                                       14
<PAGE>   15

Employee's Employment Commencement Date, or any February 1 thereafter.
Notwithstanding the foregoing sentence, if an Employee has a termination of
employment, incurs one or more One Year Breaks in Service, and is subsequently
reemployed, such Employee's Years of Eligibility Service completed prior to
such One-Year Breaks in Service shall be disregarded if--

     (a)     the number of such Employee's consecutive One-Year Breaks in
Service equals or exceeds the greater of (1) five, or (2) the aggregate number
of his Years of Eligibility Service completed immediately prior to the
commencement of the first of such consecutive One-Year Breaks in Service, and

     (b)     at the time of his termination of employment such Employee had no
vested interest in his Before-Tax Contributions Account, Matching Employer
Contributions Account, Discretionary Employer Contributions Account, or Transfer
Account.

     3.3     Participation, Enrollment Forms.  An Eligible Employee who
qualifies to become a Member in accordance with section 3.1 may enroll as a
Member as of the Entry Date coincident with or next following the date he first
qualifies as a Member, by filing with the Company an enrollment form prescribed
by the Plan Administrator.  Such form shall--

     (a)     designate the rate of his Before-Tax Contributions;

     (b)     serve as a Salary Reduction Agreement pursuant to section 4.6;

     (c)     serve as an investment election pursuant to section 5.3; and

     (d)     serve as a Beneficiary designation pursuant to section 7.4(d). The
Plan Administrator shall file an enrollment form on behalf of any Eligible
Employee who fails to do so within a reasonable time after his eligibility, in
which the Plan Administrator shall designate a zero rate of Before-Tax
Contributions and elect the Fixed Income Fund (or such other Fund or Funds as
the Plan Administrator determines is appropriate) as the investment election
pending receipt of a form filed by such Eligible Employee.

     3.4     Eligibility for Contributions.

     (a)     Before-Tax Contributions.  An Eligible Employee may elect to have
Before-Tax Contributions made on his behalf as soon as he becomes a Member.  If
he does not elect to have Before-Tax Contributions made when he first becomes a
Member, then Before-Tax Contributions shall begin for the first payroll period
coinciding with or next following any February 1, May 1, August 1, or November 1
thereafter, provided the Eligible Employee submits the enrollment form described
in section 3.3 on which he elects to have Before-Tax Contributions made on his
behalf at least 30 days prior to the effective date of such change.

     (b)     Matching Employer Contributions and Discretionary Employer
Contributions.





                                       15
<PAGE>   16

An Eligible Employee shall be eligible to have Matching Employer Contributions
and Discretionary Employer Contributions made on his behalf as soon as he
becomes a Member.

     3.5     Layoffs and Leaves of Absence, Reemployed Members.  A Member who is
on an unpaid Approved Leave of Absence or has been laid off by the Company due
to a curtailment or reduction in force shall not be eligible to make Before-Tax
Contributions to the Plan for the period of his unpaid Approved Leave of Absence
or layoff, as applicable.  Upon return to active employment following the
expiration of his Approved Leave of Absence or upon rehire following a layoff,
as applicable, the Member's Before-Tax Contributions will resume as of the next
payroll date following his date of rehire at the same rate as in effect on the
date of the Approved Leave of Absence or layoff, unless the Member elects to
continue to suspend Before-Tax Contributions to the Plan by giving the Plan
Administrator written notice prior to the date of rehire.

     3.6     Cessation of Participation.  Participation hereunder shall cease
upon the complete distribution of the Member's Accounts.


                   ARTICLE IV.  CONTRIBUTIONS AND ALLOCATIONS

     4.1     After-Tax Contributions.  No After-Tax Contributions shall be
permitted to the Plan.

     4.2     Before-Tax Contributions.

     (a)     Limitation Applicable to Non-Highly Compensated Employees. The
Company shall contribute to the Trust for each payroll period on behalf of each
Member who is not a Highly Compensated Employee an amount equal to the amount by
which the Member's Compensation for such payroll period has been reduced under a
Salary Reduction Agreement as described in section 4.6, but not in excess of 15
percent of a Member's Compensation.

     (b)     Limitation Applicable to Highly Compensated Employees.  The Company
shall contribute to the Trust for each payroll period on behalf of each Member
who is a Highly Compensated Employee an amount equal to the amount by which the
Member's Compensation for such payroll period has been reduced under a Salary
Reduction Agreement as described in section 4.6, but not in excess of 10 percent
of a Member's Compensation.

     (c)     Payment to Trustee.  Before-Tax Contributions shall be transferred
to the Trustee and invested by the Trustee in the Investment Fund designated by
the Member under section 5.3 as soon as practicable after the end of the month
in which such payroll period ends.  Contributions under this section on behalf
of each Member shall be credited to the Member's Before-Tax Contributions
Account.





                                       16
<PAGE>   17

     4.3     Matching Employer Contributions.  The Company shall make a
contribution for each Plan Year on behalf of each Member of 100 percent of such
Member's Before-Tax Contributions for the Plan Year, but not in excess of three
percent of the Member's Compensation for such Plan Year.  Matching Employer
Contributions shall be transferred to the Trustee and invested by the Trustee in
the Investment Fund designated by the Member under section 5.3 as soon as
practicable, but in no event later than the time prescribed by law for filing
the Company's Federal income tax return for such taxable year (including
extensions thereof) as contemplated by Code section 404(a)(6).  Matching
Employer Contributions shall be credited to the Member's Matching Employer
Contributions Account.

     4.4     Discretionary Employer Contributions.

     (a)     Amount of Discretionary Employer Contributions.  For any Plan Year
the Company may pay to the Trustee a Discretionary Employer Contribution in such
amount as may be voted by the Board of Directors.  The Board of Directors shall
make all determinations of the amount of Discretionary Employer Contributions,
if any, which may vary from Participating Affiliate to Participating Affiliate
so long as such variances do not operate to discriminate in favor of Highly
Compensated Employees.  Any Discretionary Employer Contributions shall be
allocated in accordance with subsection (b) below.  Such contribution shall be
transferred to the Trustee and invested by the Trustee in the Investment Fund
designated by the Member under section 5.3 as soon as practicable after the end
of the Plan Year to which such contribution is made, but in no event later than
the time prescribed by law for filing the Employer's return for such taxable
year (including extensions thereof) as contemplated by Code section 404(a)(6).
Discretionary Employer Contributions shall be credited to the Member's
Discretionary Employer Contributions Account.

     (b)  Allocation of Discretionary Employer Contributions.

          (1)  Schedule.  As soon as practicable after the end of each Plan
     Year, the Plan Administrator shall construct a schedule showing--

               (A)  the amount of the Discretionary Employer Contributions,
          if any, for the Plan Year, and

               (B)  the name of each Member--

                    (i)  who was an Employee in the employ of the Company on
                         the last day of such Plan Year, or

                    (ii) whose employment terminated on a Normal Retirement
                         Date, Disability Retirement Date, or Deferred
                         Retirement Date during such Plan Year, or





                                       17
<PAGE>   18

                    (iii)   who died during such Plan Year, and

               (C)  opposite the name of each such Member the amount of
          Compensation paid to him by the Company during such Plan Year while an
          Eligible Employee and the name of the Company or the Participating
          Affiliate for whom such Member is employed.

          (2)  Formula.  Upon receiving the total Discretionary Employer
     Contributions, if any, made by the Company or a Participating Affiliate for
     such Plan Year, the Plan Administrator will cause the Trustee to allocate
     the Discretionary Employer Contributions (which may vary from the Company
     to Participating Affiliate or Participating Affiliate to Participating
     Affiliate) to the Discretionary Employer Contributions Account of each
     Member listed on the schedule in proportion to his Compensation.

          (3)  Allocation of Discretionary Employer Contributions to Members
     Who Are Shared Employees.  For purposes of this subsection (b), those
     Members who are employed (or are paid) by the Company or a Participating
     Affiliate but who perform substantial services for another Participating
     Affiliate or Participating Affiliates shall be assigned to the
     Participating Affiliate for whom they are deemed to perform primary
     services.  Such determination shall be made by the Board of Directors, or
     if the Board of Directors so provides pursuant to a written resolution, by
     the Plan Administrator.

     4.5  Limitation on Company Contributions.  The total amount of
Before-Tax Contributions made pursuant to section 4.2, Matching Employer
Contributions made pursuant to section 4.3, and Discretionary Employer
Contributions made pursuant to section 4.4 for any Plan Year shall not exceed an
amount equal to 15 percent of the Compensation of all Members during the Plan
Year.

     4.6  Salary Reduction Agreement.  In order to have Before-Tax
Contributions made on his behalf, an Eligible Employee shall execute a Salary
Reduction Agreement with the Company on a form prescribed by the Plan
Administrator whereby his Compensation for each payroll period shall be reduced
by a specified whole percentage from one percent to ten percent and whereby the
Company agrees to contribute on the Employee's behalf to the Plan for such
payroll period the amount specified in section 4.2 as Before-Tax Contributions.
The initial agreement shall be effective for payroll periods commencing on and
after the date on which participation begins under section 3.3, and shall be
effective until canceled or amended.  Notwithstanding the foregoing, an Eligible
Employee who is not a Highly Compensated Employee may execute a Salary Reduction
Agreement with the Company on a form prescribed by the Plan Administrator
whereby his Compensation for each payroll period shall be reduced from 1 percent
to 15 percent and whereby the Company agrees to contribute on the Employee's
behalf for such payroll period the amount specified in section 4.2 as Before-Tax
Contributions.





                                       18
<PAGE>   19

     4.7      Change and Suspension of Contributions.

     (a)      Change.  A Member may change the amount of his contributions for
              any Plan Year made under section 4.2 as of the first payroll
              period coinciding with or next following any February 1, May 1,
              August 1, or November 1 thereafter, by giving written notice to
              the Plan Administrator at least 30 days prior to the date on which
              he desires the change to be effective, or such later date as the
              Plan Administrator may establish.

     (b)      Suspension.  A Member may suspend or discontinue his contributions
              for any Plan Year under section 4.2 as of any payroll date by
              giving written notice to the Plan Administrator at least 30 days
              prior to such date, or such later date as the Plan Administrator
              may establish.  During a period of suspension of contributions, no
              Matching Employer Contributions shall be made on behalf of such
              Member.

     (c)      Resumption of Contributions.  A Member for whom contributions 
              under section 4.2 have been suspended may resume such 
              contributions as of the first payroll period coinciding with or 
              next following any February 1, May 1, or August 1, November 1 
              following the date of such discontinuance or suspension, 
              provided notice of such election is filed with the Plan 
              Administrator at least 30 days prior to the effective date of 
              such resumption or at such later date as the Plan Administrator 
              shall establish.

     4.8      Maximum Before-Tax Contributions.

     (a)      Annual Limitation.  Notwithstanding anything contained herein to
              the contrary, Before-Tax Contributions made on behalf of an
              Eligible Employee under this Plan together with elective deferrals
              (as defined in section 402(g) of the Code) under any other plan or
              arrangement maintained by the Company or an Affiliate shall not
              exceed $7,000 (as adjusted in accordance with section 402(g) of
              the Code and regulations thereunder). Furthermore, should a Member
              claim that his Before-Tax Contributions under this Plan when added
              to his other elective deferrals under any other plan or
              arrangement (whether or not maintained by the Company or an
              Affiliate) exceed the limit imposed by section 402(g) of the Code
              for the calendar year in which the deferrals occurred, the Plan
              Administrator notwithstanding any other provision of the Plan
              shall distribute, by April 15 of the following calendar year, the
              amount of Before-Tax Contributions specified in the Member's
              claim, plus income thereon determined in the manner described in
              section 4.11(c).  The Member's claim shall be in writing and shall
              be submitted to the Plan Administrator no later than the March 1
              following the calendar year in which such deferrals occurred.
              Notwithstanding anything in this section 4.8 to the contrary, a
              Member shall be deemed to have made a claim for distribution of
              excess deferrals





                                       19
<PAGE>   20

             from the Plan to the extent that his Before-Tax Contributions
             together with his elective deferrals under any other plan or
             arrangement maintained by the Company or an Affiliate exceed the
             limit imposed by section 402(g) of the Code for the calendar year.

     (b)     Coordination with Other Distributions.  The amount of excess
             Before-Tax Contributions distributed under this section 4.8 shall
             be reduced by any excess contributions previously distributed under
             section 4.11 or returned to the Member pursuant to section 4.14(d).

     (c)     Forfeiture of Related Matching Employer Contributions.  In the
             event a Member receives a distribution of excess Before-Tax
             Contributions pursuant to subsection (a) and, after application of
             section 4.13 for such year, any Matching Employer Contributions
             allocated to the Participant by reason of the distributed
             Before-Tax Contributions remain in the Member's Account, the Member
             shall forfeit such Matching Employer Contributions (plus income
             thereon), whether or not such amounts would otherwise be vested.
             Amounts forfeited shall be used to reduce future Matching Employer
             Contributions made pursuant to section 4.3.

     4.9     Limitation on Before-Tax Contributions.  In no event shall the
Company make Before-Tax Contributions for any Plan Year that would cause the
actual deferral percentage of the group of Highly Compensated Employees who are
Eligible Employees to exceed the greater of --

     (a)     one and one-quarter times the actual deferral percentage of the
             group of all other Eligible Employees; or

     (b)     the lesser of (1) two times the actual deferral percentage of the
             group of all other Eligible Employees or (2) the actual deferral
             percentage of the group of all other Eligible Employees plus two
             percentage points.

The "actual deferral percentage" for each such group of Eligible Employees for
a Plan Year is the average of the ratios (expressed as a percentage to the
nearest one-hundredth of one percent), calculated separately for each Employee
in each such group, of (A) the Eligible Employee's Before-Tax Contributions for
the Plan Year (excluding any Before-Tax Contributions that are (i) taken into
account in determining the "contribution percentage" under section 4.12, (ii)
distributed to an Eligible Employee who is not a Highly Compensated Employee
pursuant to a deemed claim for distribution under section 4.8, or (iii)
returned to the Employee pursuant to section 4.14) plus, in the case of any
Highly Compensated Employee who is eligible to participate in more than one
cash or deferred arrangement maintained by the Company or an Affiliate,
elective deferrals made on his behalf under all such arrangements (excluding
those that are not permitted to be aggregated under Treas.  Reg.  Section
1.401(k)-l(b)(3)(ii)(B)) for the Plan Year, to (B) the Employee's Compensation
for the Plan Year.  The ratio of any Highly Compensated





                                       20
<PAGE>   21

Employee described in section 2.29(e) shall be determined by aggregating the
Compensation and Before-Tax Contributions of all family members who are Eligible
Employees and are required to be treated as a single Employee.  Except to the
extent taken into account in the preceding sentence, the Compensation and
Before-Tax Contributions of each such family member shall not be taken into
account in determining the actual deferral percentage for the group of Eligible
Employees who are not Highly Compensated Employees or for the group of Eligible
Employees who are Highly Compensated Employees.

     4.10    Adjustment of Before-Tax Contributions During Plan Year.  If the
Plan Administrator determines that the nondiscrimination test set forth in
section 4.9 otherwise might not be met for the Plan Year, the Plan Administrator
may reduce the maximum percentage of Compensation at which Highly Compensated
Employees may elect to have Before-Tax Contributions made on their behalf to
such percentage, if any, as the Plan Administrator determines appropriate to
ensure that such test will be met for such Plan Year.  Such a reduction may be
imposed for the entire Plan Year or any part thereof.

     4.11    Excess Before-Tax Contributions After Plan Year.

     (a)     Correction of Excess Before-Tax Contribution After Plan Year. If
             the Plan Administrator determines after the end of the Plan Year
             that the nondiscrimination test set forth in section 4.9 has not
             been met, excess Before-Tax Contributions (adjusted to reflect any
             income or losses allocable to such excess) of the Highly
             Compensated Employees shall be returned to such Highly Compensated
             Employees to eliminate excess Before-Tax Contributions.

     (b)     Determination of Amount of Excess Before-Tax Contributions. The
             amount of excess Before-Tax Contributions for a Highly Compensated
             Employee for a Plan Year is to be determined by the following
             leveling method, under which the actual deferral percentage of the
             Highly Compensated Employee with the highest actual deferral
             percentage is reduced to the extent necessary to--

             (1)      enable the Plan to satisfy the actual deferral percentage
                      limitation set forth in section 4.9, or

             (2)      cause such Highly Compensated Employee's actual deferral
                      percentage to equal the percentage of the Highly
                      Compensated Employee with the next highest actual deferral
                      percentage.

This process must be repeated until the Plan satisfies the actual deferral
percentage limitation.

     (c)     Return of Excess Before-Tax Contributions.  Excess Before-Tax
             Contributions which are returned to Highly Compensated Employees
             pursuant to this section 4.11 shall be distributed to such
             Employees as soon as practicable but in no event





                                       21
<PAGE>   22

             later than 12 months after the close of the Plan Year for which
             such contributions were made, without regard to any limitation
             otherwise imposed by law or by the provisions of this Plan.  Any
             distribution of Before-Tax Contributions shall include a
             distribution of the income, if any, allocable to such
             contributions.  Such income shall be equal to the allocable gain or
             loss for the Plan Year, and the period between the end of the Plan
             Year and the date of distribution, and shall be determined by the
             Plan Administrator in a manner uniformly applicable to all Members
             and consistent with Treasury regulations. In addition, in the event
             of the return of excess Before-Tax Contributions under this
             subsection (c), the provisions of section 4.8(c) regarding
             forfeiture of related Matching Employer Contributions shall apply.

     (d)     Coordination with Other Distributions.  The amount of excess
             Before-Tax Contributions distributed under this section 4.11 shall
             be reduced by any excess contributions previously distributed under
             section 4.8.

     4.12    Limitation on Matching Employer Contributions.  In no event shall
Matching Employer Contributions for any Plan Year be made which would cause the
contribution percentage of the group of Highly Compensated Employees who are
Eligible Employees to exceed the greater of

     (a)     one and one-quarter times the contribution percentage of the group
             of all other Eligible Employees, or

     (b)     the lesser of (1) two times the contribution percentage of the
             group of all other Eligible Employees or (2) the contribution
             percentage of the group of all other Eligible Employees plus two
             percentage points.

The "contribution percentage" for each such group of Eligible Employees for a
Plan Year is the average of the ratios (expressed as a percentage to the
nearest one-hundredth of one percent), calculated separately for each Employee
in each such group, of (A) the Matching Employer Contributions allocated to a
Participant's Account for the Plan Year, plus in the case of any Highly
Compensated Employee who is eligible to participate in more than one plan
maintained by the Company or an Affiliate to which employee or matching
contributions are made, after-tax employee contributions and employer matching
contributions made on his behalf under all such plans (excluding those that are
not permitted to be aggregated under Treas.  Reg. Section 1.401(m)1(b)(3)(ii))
for the Plan Year, to (B) the Member's Compensation for the Plan Year.  To the
extent permitted by applicable regulations, the Plan Administrator may elect to
take Before-Tax Contributions into account in determining the contribution
percentage.  The ratio of any Highly Compensated Employee described in section
2.29(e) shall be determined by aggregating the Compensation and Matching
Employer Contributions of all family members who are Eligible Employees and are
required to be treated as a single Employee.  Except to the extent taken into
account in the preceding sentence, the, Compensation and Matching Employer
Contributions of





                                       22
<PAGE>   23

each such family member shall not be taken into account in determining the
contribution percentage for the group of Eligible Employees who are not Highly
Compensated Employees or for the group of Eligible Employees who are Highly
Compensated Employees.

     4.13    Excess Aggregate Contributions After Plan Year.

     (a)     Correction of Excess Aggregate Contributions After Plan Year. If
             the Plan Administrator determines after the end of the Plan Year
             that the nondiscrimination test set forth in section 4.12 has not
             been met, and a portion of certain Highly Compensated Employees'
             Accounts therefore constitutes "excess aggregate contributions," as
             defined under Code section 401(m)(6)(B), such excess aggregate
             contributions shall be adjusted, within twelve (12) months of the
             close of the Plan Year to which the adjustment applies, by
             distributing, or to the extent applicable, forfeiting, Matching
             Employer Contributions (adjusted for earnings or losses
             attributable thereto) until no excess aggregate contributions
             remain in the Plan.  Any distribution or forfeiture of Matching
             Employer Contributions pursuant to this subsection (a) shall
             include a distribution or forfeiture of the income, if any,
             allocable to such contributions.  Such income shall be equal to the
             sum of the allocable gain or loss for the Plan Year, and the period
             between the end of the Plan Year and the date of distribution, and
             shall be determined by the Plan Administrator in a manner uniformly
             applicable to all Members and consistent with Treasury regulations.
             Matching Employer Contributions forfeited hereunder shall be used
             to reduce future Matching Employer Contributions made pursuant to
             Section 4.3.

     (b)     Determination of Amount of Excess Aggregate Contributions. The
             amount of excess aggregate contributions for a Highly Compensated
             Employee for a Plan Year is to be determined by the following
             leveling method, under which the actual contribution percentage of
             a Highly Compensated Employee with the highest actual contribution
             percentage is reduced to the extent required to--

             (1)      enable the Plan to satisfy the actual contribution
                      percentage limitation, or

             (2)      cause such Highly Compensated Employee's actual
                      contributions percentage to equal the percentage of the
                      Highly Compensated Employee with the next highest actual
                      contribution percentage.  This process must be repeated
                      until the Plan satisfies the actual contribution
                      percentage limitation.

     (c)     Restriction on Multiple Use of Alternative Limit.  If the
             discrimination limits set forth in sections 4.9 and 4.12 of the
             Plan would otherwise be satisfied only by use of the alternative
             limitation set forth in subsection (b) of sections 4.9 and 4.12 of
             the Plan, the "contribution percentage" of Highly Compensated
             Employees shall





                                       23
<PAGE>   24

             be reduced in the manner described in section 4.13(a) and (b) of
             the Plan until the "aggregate limit" (as defined in Treasury
             Regulation section 1.401(m)-(2)) is satisfied.

     (d)     Application of Discrimination Limits.  Notwithstanding any
             provision of the Plan to the contrary:

             (1)      for purposes of sections 4.9, 4.12 and 4.13(c), this Plan
                      shall be aggregated and treated as a single plan with
                      other plans maintained by the Company or an Affiliate to
                      the extent that this Plan is aggregated with any such
                      other plan for purposes of satisfying Code section 410(b)
                      (other than Code section 410(b)(2)(A)(ii)); and

             (2)      in the case of a Highly Compensated Employee whose actual
                      deferral percentage or contribution percentage is
                      determined by aggregating Compensation and contributions
                      of family members, the actual deferral percentage or
                      contribution percentage shall be reduced as described in
                      section 4.11 or 4.13, whichever applies, and any excess
                      amounts shall be allocated among the family members in
                      proportion to the contributions of each family member that
                      has been aggregated.

     4.14    Limitation on Annual Additions.

     (a)     General Limitation.  Notwithstanding the foregoing provisions of
             this Article IV, the amount of Annual Addition with respect to a
             Member for a Plan Year shall not exceed the lesser of--

             (1)      $30,000 or, if greater, one-fourth of the defined benefit
                      dollar limitation in effect for the Plan Year under Code
                      section 415(b)(1)(A), or

             (2)      25 percent of the Member's Limitation Compensation (as
                      defined in section 4.14(c)(4) of the Plan below) for such
                      Plan Year.

             Notwithstanding the foregoing, any contribution made after a
             Member's termination of employment with the Company for the purpose
             for providing medical care (within the meaning of Code section
             419A(f)(2)) and any amount otherwise treated as an Annual Addition
             under Code section 415(1)(l), shall not be treated as an Annual
             Addition for purposes of section 4.14(a)(2) above.

     (b)     Limitation for Member Also Covered by Defined Benefit Plan. In the
             case of a Member who is or has been covered under a qualified
             defined benefit plan maintained by the Company, the Projected
             Annual Benefit (as defined below) under such defined benefit plan
             shall be reduced (prior to any reduction under this





                                       24
<PAGE>   25

             Plan) to the extent necessary to ensure that the sum of the Defined
             Contribution Fraction (as defined below) and the Defined Benefit
             Fraction (as defined below) does not exceed 1.0 for any Plan Year.

     (c)     Definitions.  For purposes of this section,

             (1)      Annual Addition.  "Annual Addition" means, for any Member
                      for any Plan Year, the sum of--

                      (A)     the Company's contributions made for him under
                              "any defined contribution plan" for the year;

                      (B)     Employee contributions;

                      (C)     forfeitures allocated to him under any defined
                              contribution plan for the year; and

                      (D)     amounts allocated on his behalf to any individual
                              medical account under sections 401(h)(6) and
                              419A(d) of the Code.

             "Any defined contribution plan" means all defined contribution
             plans of the Company considered as one plan.  For purposes of this
             section 4.14, the Plan Year shall be the limitation year and the
             term "Company" shall include all Affiliates of the Company
             provided, however, that "Affiliate" shall have the meaning
             prescribed in section 2.2, but with the application of Code
             sections 414(b) and (c) modified by Code section 415(h).

             (2)      "Defined Benefit Fraction" means a fraction, the numerator
                      of which is the sum of the Member's Projected Annual
                      Benefits under all qualified defined benefit plans
                      (whether or not terminated) maintained by the Company, and
                      the denominator of which is the lesser of--

                      (A)     1.25 times the dollar limitation of Code section
                              415(b)(1)(A) in effect for the Plan Year, or

                      (B)     1.4 times the Member's average Limitation
                              Compensation for the three consecutive Plan Years
                              that produce the highest average.

             (3)      "Defined Contribution Fraction" means a fraction, the
                      numerator of which is the sum of the Annual Additions to
                      the Member's accounts under all qualified defined
                      contribution plans (whether or not terminated) maintained
                      by the Company for the current Plan Year and all prior
                      years of service with the Company, and the denominator of
                      which is the sum of





                                       25
<PAGE>   26

                      the lesser of the following amounts determined for such
                      year and for each prior year of service with the Company--

                      (A)     1.25 times the dollar limitation in effect under
                              Code section 415(c)(1)(A) for such year, or

                      (B)     1.4 times the amount which may be taken into
                              account under section 4.14(a)(2) above.

             (4)      "Limitation Compensation" means the total of regular,
                      overtime, bonus, and other cash compensation paid or made
                      available to the Employee during the Plan Year for
                      services rendered to the Company during the Plan Year, but
                      not including Before-Tax Contributions or the items listed
                      in Treasury Regulations section 1.415-2(d)(3) (relating to
                      deferred compensation, stock options, and proceeds from
                      the sale of certain securities).

             (5)      "Projected Annual Benefit" means the annual benefit to 
                      which the Member would be entitled under the terms of a
                      defined benefit plan, if-

                      (A)     the Member continued in covered employment until
                              his Normal Retirement Date (or current age, if
                              later), and

                      (B)     the Member's Limitation Compensation for the Plan
                              Year and all other relevant factors used to
                              determine such benefit remained constant until
                              such Normal Retirement Date (or current age, if
                              later).

     (d)     Procedure by Which Excess Annual Additions Shall be Reduced. If the
             amount otherwise allocable to the Account of a Member would exceed
             the amount described in subsection (a) above as a result of the
             reallocation of forfeitures, a reasonable error in estimating the
             Member's Compensation, a reasonable error in determining the amount
             of elective deferrals (within the meaning of section 402(g) of the
             Code) that may be made under the limitations of section 415 of the
             Code, or such other circumstances as permitted by law, the Plan
             Administrator shall determine which portion, if any, of such excess
             amount is attributable to the Member's Before-Tax Contributions,
             and/or Matching Employer Contributions, and/or Discretionary
             Employer Contributions, if any, until such amount has been
             exhausted.  To the extent any portion of a Member's Before-Tax
             Contributions are determined to be excess Annual Additions, such
             Before-Tax Contributions, with income thereon, shall be returned to
             the Member as soon as administratively practicable.  To the extent
             any portion of the Matching Employer Contributions and/or
             Discretionary Employer Contributions allocable to a Member are





                                       26
<PAGE>   27

             determined to be excess Annual Additions, while the Member remains
             an Eligible Employee, his excess Matching Employer Contributions
             and/or Discretionary Employer Contributions shall be held in a
             suspense account (which shall share in investment gains and losses
             of the Trust) by the Trustee until the following Plan Year (or any
             succeeding Plan Years), at which time such amounts shall be
             allocated to the Member's Account before any Matching Employer
             Contributions and/or Discretionary Employer Contributions are made
             on his behalf for the Plan Year.  When the Member ceases to be an
             Eligible Employee, his excess Matching  Employer Contributions
             and/or Discretionary Employer Cont held the suspense account shall
             be allocated in the following Plan Year (or any succeeding Plan
             Years) to the Accounts of other Members in the Plan.

     4.15    Return of Contributions.

     (a)     Each contribution made by the Company pursuant to sections 4.2, 4.3
             and 4.4 is hereby made expressly contingent on the deductibility
             thereof for federal income tax purposes for the fiscal year with
             respect to which such contribution is made.

     (b)     Except as provided in this section 4.15, the Company and its
             Affiliates shall have no right, title, or interest in the
             contributions made to the Trust under the Plan, and no part of the
             Trust assets shall revert to the Company or any of its Affiliates.

             (1)      Disallowance of Deductions.  In the event that all or part
                      of the deductions under Code section 404 for the Company's
                      contributions to the Plan on or after the Effective Date
                      are disallowed by the Internal Revenue Service, all
                      contributions being conditioned on their deductibility
                      under the Code shall be returned to the Company.

             (2)      Mistake of Fact.  In the event that a Company contribution
                      to the Plan is made by a mistake of fact, then such
                      contribution shall be returned to the Company.

Any return of contributions permitted under this section 4.15 shall be made
within one year after the disallowance of deduction, or the payment of the
contribution due to a mistake of fact, as applicable.  In the event that any
refund is paid to the Company hereunder, such refund shall be made without
regard to net investment gains attributable to the contribution, but shall be
reduced to reflect net investment losses attributable thereto.

     4.16    Rollover Contributions.  Effective February 11, 1995, no Rollover
Contributions may be made to the Plan.  The term "Rollover Contribution" shall
mean any amount which is in U.S. dollars and is attributable to a distribution
from another qualified plan, if such distribution meets the requirements for an
eligible rollover distribution defined in--





                                       27
<PAGE>   28

             (1)     Code section 402(c)(4), or

             (2)      Code section 408(d)(33) (relating to certain distributions
                      from an individual retirement account or an individual
                      retirement annuity).

     4.17    Transfer Contributions.  Effective as of February 11, 1995, no
Transfer Contributions may be made to the Plan; provided, however, that if
directed by the Plan Administrator, the Trustee may accept a transfer of assets
from the Prior Plan consisting of the accrued benefits in the Prior Plan of
individuals who became employees of the Company as of October 2, 1994, but
provided further, however, that no Transfer Contribution shall be accepted from
a defined benefit pension plan.  The Plan Administrator shall establish and
maintain or cause to be established or maintained, as part of the Trust, an
Account for the amounts transferred hereunder, and all relevant data pertaining
thereto.  All such transferred amounts shall be held by the Trustee for the
exclusive benefit of such Employee in accordance with the terms of this Plan. to
be commingled, invested, and reinvested with the other assets of the Plan.


                  ARTICLE V. MEMBER ACCOUNTS: INVESTMENT FUNDS

     5.1     Investment Policy.  All Before-Tax Contributions, Matching Employer
Contributions, Discretionary Employer Contributions, Rollover Contributions,
Transfer Contributions, and After-Tax Contributions shall be paid to the Trustee
and held in the Trust in accordance with the Trust Agreement for the sole and
exclusive purpose of providing benefits under the Plan to Members and their
Beneficiaries, and such persons shall look only to the Trust for payment of
their benefits under the Plan.  The Trust Fund shall consist of Investment Funds
as the Plan Administrator shall designate, consistent with its investment policy
and method for funding the Plan and the requirements of ERISA.  The Plan
Administrator will also have the right to terminate any such Investment Fund.
The Plan is intended to constitute a plan described in section 404(c) of ERISA
and Title 29 of the Code of Federal Regulations section 2550.404c- 1.

     5.2     Investment of Contributions.  Subject to the provisions of Article
XIII (Qualified Domestic Relations Orders), each Member may direct the
investment of his Accounts in any of the Investment Funds which shall be
established and maintained by the Trustee under section 5.1 and which are
described in section 5.4 below.  In the case of Members who have outstanding
loans under Article VIII, notes representing such loans shall be held in a Loan
Fund, which also shall be an Investment Fund under the Plan.  At least
semi-annually, the Plan Administrator shall notify each Member of the value of
his monies in each Investment Fund.

     5.3     Investment Election By Members.

     (a)     Investment of Contributions.  At such time and in such manner as
the Plan Administrator shall prescribe, and subject to the provisions of Article
XIII (Qualified Domestic





                                       28
<PAGE>   29

Relations Orders), each Member may file with the Plan Administrator such
Member's investment election with respect to the existing Balance of the
Member's Accounts and with respect to the portion of future contributions which
are allocated to his Accounts.  Each Member may elect to have the amounts in his
Accounts invested, in increments of 10 percent of the total in his Accounts, in
one or more of the Investment Funds.  Separate investment elections with respect
to Before-Tax Contributions, After-Tax Contributions, Matching Employer
Contributions, Discretionary Employer Contributions, Rollover Contributions, and
Transfer Contributions may not be made.  Each Member is solely responsible for
the selection of his investment options.  The fact that an Investment Fund is
available to Members for investment under the Plan shall not be construed as a
recommendation for investment in that Investment Fund.

     (b)     Election to Change Investment Funds with Respect to Future
Contributions.  Any investment direction given by a Member shall be deemed to be
a continuing direction until changed.  A Member may change his investment
direction with respect to the investment of his future contributions at such
times as the Plan Administrator may prescribe by filing a new election with the
Plan Administrator on such form, at such time in advance, and in accordance with
such other procedures as the Plan Administrator or its delegate may prescribe.
Such change shall be limited to the Investment Funds described in section 5.4
and the percentages described in this section 5.3. Separate changes of
investment elections with respect to each type of contribution may not be made.
Such change shall be made operative only with respect to those contributions
actually received by the Trustees on and after the date the Trustees receive
from the Plan Administrator such written notice of change as shall be agreed to
between the Plan Administrator and the Trustees.

     (c)     Election to Change Investment Funds with Respect to Existing
Amounts.  At such times as the Plan Administrator may prescribe, a Member may
transfer, in multiples of 10 percent, part or all of the value of his monies in
one or more of the Investment Funds described in section 5.4, to another of the
Investment Fund or Investment Funds described therein.  A Member may transfer
part or all of the value of his monies by filing a new election with the Plan
Administrator on such form, at such time in advance, and in accordance with such
other procedures as the Plan Administrator or its delegate may prescribe.

     (d)     The right to change investment elections described in subsection
             (c), above, shall also apply to the Beneficiary of a deceased
             Member's Account Balance.

     5.4     Description of Investment Funds.  The Investment Funds shall be any
fund, contract, obligation, or other mode of investment, as selected from time
to time by the Plan Administrator, for the investment of Members' Accounts in
accordance with the provisions of section 5.1.  The Plan Administrator shall
have discretion to terminate such funds and establish new funds as it shall deem
appropriate in accordance with section 5.1.

     5.5     Temporary Investment.  The assets of any Investment Fund may be
invested, pending permanent investment, or pending distribution to a Member or
Beneficiary, in short-





                                       29
<PAGE>   30

term securities issued or guaranteed by the United States of America or any
agency or instrumentality thereof or in other investments of short- term
nature, including prime commercial paper and participation in pooled accounts
or funds.

     5.6     Plan Expenses.

     (a)     Investment Fees.  Expenses attributable to the management and
investment of each Investment Fund shall be charged against the respective fund.

     (b)     Administrative Expenses.  Subject to section 6.4, all fees paid to
the Trustee for Trust services and annual audit expenses paid to the auditors or
certified public accountants selected by the Plan Administrator shall be paid
from the Trust and charged against the Investment Funds.  All other fees,
including fees paid for record-keeping services performed by the Trustee or by
any other third-party service provider (except for such services as are
attributable to the Member loan program described in Article VIII), and all
reasonable expenses incurred in the administration of the Plan (including, but
not limited to, the fees and compensation of auditors, accountants, legal
counsel, and actuarial counsel) may be paid from the Trust and charged against
the Investment Funds at the discretion of the Company, in accordance with
section 408(b)(2) of ERISA.  To the extent such fees are not paid by the Trust
they shall be paid by the Company.

     (c)     Missing Persons.  Notwithstanding anything to the contrary in
subsection (b) above, any expense attributable to account maintenance for any
Member who has --

             (1)      terminated employment with the Company and its Affiliates,

             (2)      has left no instructions with the Plan Administrator
                      regarding disposition of such Member's Accounts, and

             (3)      for whom the Plan Administrator has no current mailing
                      address, shall be charged against such Member's Account.

     5.7     Valuations; Allocation of Investment Earnings and Losses. Accounts
and Investment Funds shall be valued at fair market value as of each Valuation
Date.  Earnings, gains, and losses (realized or unrealized) for each Investment
Fund shall be allocated to the portion of a Member's Accounts ("subaccount")
maintained with respect to such Investment Fund, in the same ratio that the
value of his subaccount bears to the sum of the values of all Members'
subaccounts maintained with respect to such Investment Fund.  For the purpose of
this ratio, the value of a subaccount shall be the value of the subaccount as of
the last preceding Valuation Date, adjusted for contributions, reallocated
forfeitures, loan repayments, transfers between Investment Funds, distributions,
withdrawals, and expenses since that Valuation Date.





                                       30
<PAGE>   31

                              ARTICLE VI.  VESTING

     6.1     Vesting in After-Tax Contributions Account, Before-Tax
Contributions Account, and Rollover Account.  A Member shall be fully vested and
have a nonforfeitable interest in his After-Tax Contributions Account,
Before-Tax Contributions Account and Rollover Contribution Account, and any
amounts attributable thereto.  A Member also shall be fully vested and have a
nonforfeitable interest in the entire balance of his Account that is
attributable to amounts transferred from the Prior Plan to this Plan.

     6.2     Vesting in Matching Employer Contributions.  A Member shall have a
nonforfeitable interest in the Matching Employer Contributions credited to his
Account in accordance with the following schedule--

                 Years of Continuous
                      Service                          Vested Percentage

                 Less than 2 years                              0%
                 2 but less than 3                             40%
                 3 but less than 4                             60%
                 4 but less than 5                             80%
                 5 or more years                              100%

Notwithstanding the foregoing, a Member shall have a nonforfeitable interest in
the Matching Employer Contributions credited to his Account, without regard to
his completed years of Continuous Service, upon his Normal Retirement Date,
Disability Retirement Date, Deferred Retirement Date, or upon his death while
an Employee.

     6.3     Vesting in Discretionary Employer Contributions and Transfer
Contributions.  A Member who terminates his employment shall have a
nonforfeitable interest in the Discretionary Employer Contributions credited to
his Account in accordance with the following schedule:

                Years of Continuous
                     Service                       Vested Percentage

                 Less than 2 years                          0%
                 2 but less than 3                         20%
                 3 but less than 4                         30%
                 4 but less than 5                         40%
                 5 but less than 6                         60%
                 6 but less than 7                         80%
                 7 or more years                          100%

A Member who terminates his employment shall have a nonforfeitable interest in
the Transfer





                                       31
<PAGE>   32

Contributions credited to his Account determined in accordance with the above
schedule except as otherwise determined by the Board of Directors or required
to comply with applicable law.  Notwithstanding the foregoing, a Member shall
have a nonforfeitable interest in the Discretionary Employer Contributions and
Transfer Contributions credited to his Account, without regard to his completed
years of Continuous Service, upon his Normal Retirement Date, Disability
Retirement Date, or Deferred Retirement Date, or upon his death while an
Employee.

     6.4     Forfeitures.

     (a)     Matching Employer Contributions and Transfer Contributions.  A
             Member's Matching Employer Contributions, and Transfer
             Contributions in which his interest is not vested under section 6.2
             or 6.3 shall constitute a forfeiture following a Severance from
             Service, except to the extent provided in section 6.5. All
             forfeited amounts shall be used first to offset the expenses of
             administering the Plan (unless otherwise determined by the Plan
             Administrator), and then shall be used to reduce the Matching
             Employer Contributions made by the Company under section 4.3.

     (b)     Discretionary Employer Contributions.  A Member's Discretionary
             Employer Contributions in which his interest is not vested under
             section 6.3 shall constitute a forfeiture following a Severance
             from Service, except to the extent provided in section 6.5.  All
             forfeited amounts shall be used first to offset the expenses of
             administering the Plan (unless otherwise determined by the Plan
             Administrator) and shall then be treated as additional
             Discretionary Employer Contributions pursuant to section 4.4.

     6.5     Reinstatement of Forfeited Amounts.  If a Member has a Severance
from Service, incurs a forfeiture of amounts in his Matching Employer
Contributions Account, Discretionary Employer Contributions Account, or the
Member's Transfer Account credited to him, and is subsequently reemployed and
credited with an Hour of Service prior to incurring five consecutive One- Year
Periods of Severance, then he shall have reinstated to him the amount of
Matching Employer Contributions, Discretionary Employer Contributions, and
Transfer Contributions forfeited at his Severance from Service.  Such
reinstatement shall be made by an additional Company contribution for the Plan
Year of restoration or, failing that for any reason, by reallocating current
forfeitures to affected Members' Accounts.  Any amount reinstated pursuant to
this paragraph shall be invested in the Investment Funds in the proportions
selected in the most recent written direction filed with the Plan Administrator
pursuant to section 5.3 of the Plan.

     If a Member who (a) had previously received a distribution of his partially
vested interest in the Matching Employer Contributions, Discretionary Employer
Contributions, or the Transfer Contributions credited to his Account and (b) is
reemployed prior to incurring five- consecutive One-Year Periods of Severance,
again incurs a Severance from Service prior to attaining a fully





                                       32
<PAGE>   33

vested interest in the Matching Employer Contributions, Discretionary Employer
Contributions, or the Transfer Contributions credited to his Account, then the
portion of the Matching Employer Contributions, Discretionary Employer
Contributions, or the Transfer Contributions credited to his Account which is
distributable upon his later Severance from Service shall be determined as
follows-

     (1)     the amount of Matching Employer Contributions, Discretionary
             Employer Contributions, or the Transfer Contributions distributed
             to the Member from his Account upon his earlier Severance from
             Service shall be added to the adjusted balance of Matching Employer
             Contributions, Discretionary Employer Contributions, or the
             Transfer Contributions credited to his Account;

     (2)     the amount determined under paragraph (1) shall be multiplied by
             the Member's vested percentage as of the date of his later
             Severance from Service determined under sections 6.2 and 6.3 of
             this Plan; and

     (3)     the amount of Matching Employer Contributions, Discretionary
             Employer Contributions, or the Transfer Contributions distributed
             to the Member upon his Severance from Service shall be deducted
             from the product calculated under paragraph (2) to determine the
             amount distributable upon his later Severance from Service.


                          ARTICLE VII.  DISTRIBUTIONS

     7.1     Eligibility.  Upon the termination of employment of a Member, the
Member shall have the right to commence receiving a distribution of the
nonforfeitable value of his Accounts.  Distribution of a Member's Accounts shall
be made as provided in subsection 7.2.  For purposes of this Article VII, the
term "termination of employment" shall have a meaning consistent with the term
"separation from service" under section 401(k) of the Code, as determined by the
Plan Administrator in accordance with the Code and applicable Treasury
Regulations.

     7.2     Methods of Distribution.  Unless otherwise provided in this Article
VII or in Article XIII (Qualified Domestic Relations Orders), the Balance of the
Member's Accounts shall be distributed under (a) or (b) below, as applicable.

     a)      Normal Form.

             (1)      Termination of Employment Prior to Attainment of Age 65.
                      If a Member has a termination of employment prior to age
                      65, the nonforfeitable value of a Member's Account shall
                      be determined as of the Valuation Date coinciding with or
                      immediately subsequent to his Normal Retirement Date and
                      distribution shall be made in a single lump sum as soon as
                      practicable





                                       33
<PAGE>   34

                      after such Valuation Date.

             (2)      Termination of Employment on or After Attainment of Age
                      65.  If a Member has a termination of employment on or
                      after age 65, the nonforfeitable value of a Member's
                      Account shall be determined as of the Valuation Date
                      coinciding with or immediately subsequent to his Deferred
                      Retirement Date, as applicable, and distribution shall be
                      made in a single lump sum as soon as practicable
                      thereafter.

     (b)     Installment Option.  In lieu of the normal form of payment under
             subsection (a) above, a Member who incurs a termination of
             employment or who is subject to the distribution requirements of
             section 7.3 herein, may elect to receive the nonforfeitable value
             of his Accounts in annual cash installment payments over a period
             not exceeding the lesser of (1) five years or (2) the life
             expectancy of the Member or the joint life expectancy of the Member
             and his Beneficiary, as designated by the Member, with each such
             installment determined by dividing the nonforfeitable value of the
             Member's Accounts on the Valuation Date coinciding with or
             immediately preceding the date of payment by the number of
             installments remaining to be paid.  If the Member dies after
             commencing benefit payments hereunder but before receiving the
             entire nonforfeitable amount credited to his Account, then the
             remaining Balance shall be paid in a single lump sum in cash to the
             Member's Beneficiary, as soon as practicable after the Valuation
             Date which coincides with or next follows the Member's death.

     (c)     Early Commencement of Benefits.  A Member who incurs a termination
             of employment prior to age 65 may elect to receive the normal form
             of benefit payment or the installment option payment of his
             nonforfeitable Account Balance upon his termination of employment.
             His Accounts shall be valued as of the Valuation Date coinciding
             with or subsequent to his termination of employment and
             distribution shall be made as soon as practicable following such
             Valuation Date.  If a Member incurs a termination of employment
             prior to age 65 and makes no election hereunder, the Plan
             Administrator shall send such Member, via certified mail, return
             receipt requested, a notice informing the Member of his right to
             elect to commence immediate distribution of his nonforfeitable
             Account Balance upon his termination of employment.  The Member
             shall retain the right to elect early distribution of his
             nonforfeitable Account Balance for 60 days following receipt of
             such certified mailing.

     (d)     Termination of Employment on Account of Permanent Disability. If a
             Member has suffered a Permanent Disability and terminates
             employment with the Company by reason of such Permanent Disability,
             that Member may elect to receive the normal form of benefit payment
             or the installment option payment of his Account Balance upon his
             Disability Retirement Date.  Ms Accounts shall be





                                       34
<PAGE>   35

             valued as of the Valuation Date coinciding with or immediately
             subsequent to his Disability Retirement Date, and distribution
             shall be made as soon as practicable following such Valuation Date.

     (e)     Payment of Small Amounts.  Notwithstanding the provisions of
             paragraph (a)(1) or subsections (b), (c) or (d) above, if the
             nonforfeitable value of a Member's Accounts is $3,500 or less as of
             the Valuation Date coinciding with or immediately subsequent to his
             termination of employment with the Company or any Affiliate (and,
             if the Member has not attained age 65, has never exceeded $3,500 at
             the time of any prior distribution), then the Plan Administrator
             shall specify that the distribution of the Member's Account shall
             be made in a single lump sum as soon as practicable after his
             termination of employment.

     (f)     Payment of Transfer Contributions.  If a Member has Transfer
             Contributions credited to his Account from another plan of the
             Company or an Affiliate, then the nonforfeitable value of his
             Transfer Contributions shall be payable according to the terms and
             the forms set forth in said plan or plans, in accordance with
             Treasury Regulations under Code section 41 1 (d)(6).
             Notwithstanding the foregoing, if the nonforfeitable Account
             Balance of such Member does not exceed $3,500 (and, if the Member
             has not attained age 65, has never exceeded $3,500 at the time of
             any prior distribution), then payment of the Member's Account,
             including his Transfer Account, shall be payable in a single lump
             sum as soon as practicable following his termination of employment
             with the Company and its Affiliates.

     (g)     Investment of Member's Accounts.  If the value of a Member's
             Accounts are to be paid as a deferred lump sum under paragraph
             (a)(1), or a deferred installment payment form under subsection
             (b), the Member may, after his termination of employment, elect to
             transfer his Accounts in the Investment Funds in the same manner as
             provided in Section 5.3 for an active Member.

     (h)     Notice and Consent Requirements.  Notwithstanding anything in
             subsections (c) and (d) to the contrary, in the case of a Member
             described in subsection (c) or (d) who has not reached age 65 and
             whose vested Account balance exceeds $3,500 (or has ever exceeded
             $3,500 at the time of any prior distribution), no distribution
             shall be made (or commence) without the written consent of the
             Member.  If the Member does not so consent, then distribution will
             be deferred as described in subsection (a).  A Member's election to
             receive payment prior to age 65 must be  made no earlier than
             ninety (90) days and no later than thirty (30) days prior to the
             benefit commencement date and in no event earlier than the date the
             Plan Administrator provides the Member with written information
             relating to his right to defer payment until age 65, the modes of
             payment available to him and the relative values of each.  Such
             information must be supplied not less than 30 days





                                       35
<PAGE>   36

             nor more than 90 days prior to the benefit commencement date.

     (i)     Optional Trustee-to-Trustee Transfers.  In the event any payment or
             payments (excluding any amount not includable in gross income) to
             be made to a Member pursuant to this Article VII would constitute
             an "eligible rollover distribution" within the meaning of section
             402(f)(2)(A) of the Code, such Member may request that, in lieu of
             payment to the Member, the amount of such payment or payments be
             transferred directly from the Trust to the trustee of (1) an
             individual retirement account described in section 408(a), (2) an
             individual retirement annuity described in section 408(b) (other
             than an endowment contract), (3) an annuity plan described in
             section 403(a), or (4) a qualified defined contribution plan the
             terms of which permit the acceptance of rollover distributions.
             Any such request shall be made in writing, on the form prescribed
             by the Plan Administrator for such purpose, at least 30 days prior
             to the date such payment would otherwise be made.

             The provisions of this subsection (i) shall be construed to comply
             with the requirements set forth in section 401(a)(31) of the Code
             and any regulations thereunder.

     7.3     Minimum Distribution Requirements.  Notwithstanding any other
provision of the Plan to the contrary--

     (a)     Basic Rule.  Unless the Member otherwise elects in writing,
             distribution to such Member shall be made (or shall commence) not
             later than the sixtieth day after the close of the Plan Year in
             which occurs the latest of the following events:

             (1)      the Member attains age 65;

             (2)      the Member attains the tenth anniversary of the date on
                      which he became a Member under the Plan, or

             (3)      the Member's termination of employment.

     (b)     Required Distribution Date.  Notwithstanding anything to the
             contrary in this Article VII, payment of all benefits to a Member
             who is a 5 percent or greater owner (as defined in Code section
             416(i)(1)(B)(i)) at any time during the 5-Plan year period ending
             in the calendar year in which the Member attains age 70 1/2 or
             thereafter shall be made by the later of (1) April 1 of the
             calendar year following the calendar year in which the Member
             attains age 70 1/2 or (2) April of the calendar year following the
             calendar year in which he becomes a 5 percent owner regardless of
             whether he is still employed by the Company or an Affiliate.  In
             the case of a Member who is not a "5 percent owner," (as defined in
             Code section





                                       36
<PAGE>   37

             416(i)(I)(B)(i)) at any time during the 5-Plan-Year period ending
             in the calendar year in which the Member attains age 70 1/2- or
             thereafter, a Member's entire interest in the Plan shall be
             distributed to him (or begin to be distributed to him) not later
             than April 1 following the calendar year in which he (1) attains
             age 70 1/2, or (2) terminates his employment with the Company and
             its Affiliates, whichever is later; provided that, beginning in
             1989, a Member's nonforfeitable Account Balance in the Plan shall
             be distributed to him (or shall commence to be distributed to him)
             not later than April 1 following the calendar year in which he
             attains age 70 1/2, regardless of when he terminates his
             employment. Notwithstanding the preceding sentence--

             (A)      a Member who attained age 70 1/2 on or before December 31,
                      1987 and who was not a 5 percent owner at any time during
                      the Plan Year ending with or within the calendar year in
                      which such individual attains age 66 1/2 or during any
                      subsequent Plan Year, may delay commencement of his
                      distribution until April 1 of the calendar year in which
                      occurs the later of (i) termination of employment or (ii)
                      attainment of age 70 1/2; and

             (B)      the required distribution date in the case of a Member who
                      (i) attains age 70 1/2 during calendar year 1988; (ii) who
                      remains in the employment of the Company or its Affiliates
                      throughout such calendar year; and (iii) who was not a 5
                      percent owner at any time during the Plan Year ending with
                      or within the calendar year in which such individual
                      attains age 66 1/2. or during any subsequent Plan Year,
                      shall be April 1, 1990.

     (c)     Periodic Benefit Payments.  A Member's entire interest in the Plan
             shall be distributed to him beginning not later than the date
             required pursuant to subsection (a) and (b) above, over the life of
             the Member (or over the joint lives of the Member and his
             designated Beneficiary) or in a payment or series of payments over
             a period not extending beyond the life expectancy of the Member (or
             the joint life expectancies of the Member and his designated
             Beneficiary), without recalculation of life expectancy.  The amount
             to be distributed each year must be at least an amount equal to the
             quotient obtained by dividing the Member's entire interest by the
             life expectancy of the Member or the joint and last survivor
             expectancy of the Member and his designated Beneficiary.

Distributions hereunder will be made in accordance with Code section 401(a)(9)
and the regulations thereunder, including proposed regulation section
1.401(a)(9)-2, which are incorporated by reference herein pending the adoption
of final regulations.  The rules contained in Code section 401(a)(9) and the
regulations thereunder shall override any distribution options in the Plan
inconsistent with Code section 401(a)(9) and the regulations thereunder.





                                       37
<PAGE>   38

     7.4      Distribution Upon Death.

     (a)     In General.

             (1)      Married Member.  Unless the exception provided by
                      paragraph (b) of this section 7.4 applies, in the event of
                      a married Member's death prior to benefit commencement,
                      the Plan Administrator shall direct the Trustee to
                      distribute the Member's vested Balance to the Member's
                      surviving spouse in one lump sum payment as soon as
                      administratively practicable after the Valuation Date
                      which coincides with or next follows the Member's death.

             (2)      Unmarried Member.  In the case of a Member who does not
                      have a surviving spouse, the Plan Administrator shall
                      direct the Trustee to distribute the Member's vested
                      Balance to the designated Beneficiary in one lump sum
                      payment as soon as administratively practicable after the
                      Valuation Date which coincides with or next follows the
                      Member's death.

     (b)     Exception.  The requirement of paragraph (a)(1) of this section 7.4
             shall not apply if the Member makes a qualified election under
             subsection (c) of this section 7.4 to designate a Beneficiary other
             than his spouse.  If a Member makes a qualified election under
             subsection (c) of this section 7.4 to designate a Beneficiary other
             than his Spouse, the Plan Administrator shall direct the Trustee to
             distribute the Member's Balance to the designated Beneficiary in
             one lump sum payment.

     (c)     Qualified Election.  A married Member may designate a Beneficiary
             other than his spouse.  The written election by a Member to
             designate a Beneficiary other than his spouse shall not be
             effective unless it satisfies either of the following conditions:

             (1)      The Member's spouse has consented in writing (A) to the
                      specific Beneficiary or Beneficiaries designated by the
                      Member or (B) to the Member's right to change his
                      Beneficiary designation in the future without further
                      consent by the spouse.  In either case, the consent shall
                      acknowledge the effect of such election, and such spouse's
                      consent and acknowledgment shall be witnessed by a notary
                      public.

             (2)      It is established to the satisfaction of the Plan
                      Administrator that the consent of the spouse could not
                      have been obtained because there is no spouse, because the
                      spouse cannot be located, or because of other
                      circumstances prescribed by regulations under Code section
                      401(a)(11) or 417(a)(2).

Any consent by a spouse under paragraph (1) above, or any determination by the
Plan





                                       38
<PAGE>   39

     Administrator under paragraph (2) above, shall be effective only with
     respect to that particular spouse.  A spouse's consent under this section
     7.4 shall be irrevocable.  A former spouse shall be treated as a spouse to
     the extent retirement income must be paid to such former spouse pursuant to
     a qualified domestic relations order within the meaning of Code section
     414(p), except that no consent shall be required from such former spouse
     with respect to the form of payment specified in said order.

     (d)     Designation of Beneficiary.

             (1)      General Rule.  Any unmarried Member and any married
                      Member, subject to the requirements of subsection (c) of
                      this section 7.4, may designate one or more persons as
                      Beneficiary to receive the balances in his Accounts upon
                      his death.  Each such designation shall be made on a form
                      provided by the Plan Administrator, shall be effective
                      only when filed in writing with the Plan Administrator,
                      and shall revoke all prior designations.

             (2)      Default Beneficiary.  If no person is otherwise designated
                      under this subsection, or if a designation is revoked in
                      whole or in part, or if no designated Beneficiary survives
                      the Member, the Member's Beneficiary shall be his
                      surviving spouse or, if there is no surviving spouse, the
                      following classes of survivors as the Plan Administrator
                      may direct:

                      (A)     The Member's children (including adopted
                              children), or

                      (B)     The Member's parents (including step-parents), or

                      (C)     the brothers and sisters of the Member (including
                              half- and step siblings).

     7.5       In-Service Withdrawal of After-Tax Contributions.  Subject to the
provisions of Article XIII (Qualified Domestic Relations Orders), a Member may
withdraw all or any portion of his After-Tax Contributions Account; provided,
however, that After-Tax Contributions made to the Prior Plan prior to January 1,
1987 (exclusive of income thereon) shall be withdrawn before amounts
attributable to After-Tax Contributions made to the Prior Plan after December
31, 1986 and any earnings on After-Tax Contributions.

     7.6       In-Service Withdrawal of Matching Employer Contributions,
Discretionary  Employer Contributions. and Transfer Contributions.  Except as
otherwise required pursuant to section 7.2(f) or 7.3, no withdrawals are
permitted with respect to Matching Employer Contributions, Discretionary
Employer Contributions, or Transfer Contributions.

     7.7       In Service Withdrawal of Supplemental Before-Tax Contributions.
Subject to the provisions of Article VIII (Qualified Domestic Relations Orders),
a Member who has attained





                                       39
<PAGE>   40

age 59-1/2 may withdraw all or any portion of his Supplemental Before-Tax
Contributions Account (as defined in section 2. 1 (b)).

     7.8       Hardship Withdrawals.

     (a)       General Rule.  Subject to the provisions of Article XIII
(Qualified Domestic Relations Orders), during employment with the Company or an
Affiliate a Member may withdraw his Before-Tax Contributions Account (except
that portion of his Before-Tax Contributions Account which represents earnings
on Before-Tax Contributions credited to a Member's Before-Tax Contributions
Account under the Prior Plan after December 31, 1988), but such a withdrawal
shall be available only upon a determination by the Plan Administrator that the
Member has suffered a "financial hardship" and that the distribution is
"necessary to meet the need created by such financial hardship."

     (b)       Financial Hardship.  For purposes of this section 7.8, a
"financial hardship" means one of the following events, provided that such event
occurs in connection with an "immediate and heavy financial need" as determined
by the Plan Administrator taking into account all of the relevant facts and
circumstances:

             (1)      medical expenses described in Code section 213(d) incurred
     or reasonably anticipated to be incurred by the Member, the Member's
     spouse, or any dependents of the Member (as defined in Code section 152);

             (2)      the acquisition, construction, reconstruction, or
     rehabilitation (excluding mortgage payments) of a principal residence for
     the Member;

             (3)      the education of the Member, his or her spouse, children,
     or dependents,

             (4)      the need to prevent the eviction of the Member from his
     principal residence or foreclosure on the mortgage of the Member's
     principal residence; or

             (5)      an immediate and heavy financial need which would
     otherwise prevent the Member from feeding or sheltering his immediate
     family.  The Plan Administrator shall make its findings as to the existence
     of financial hardship in accordance with uniform and nondiscriminatory
     standards, and shall be guided in such determination by Treasury Department
     Regulations under section 401(k) of the Code. The Plan Administrator may
     require a Member to submit any and all documentation that it deems
     necessary to substantiate the existence of a "financial hardship."

     (c)       Distribution Necessary to Satisfy Financial Need.  A distribution
pursuant to this section 7.8 will not be treated as necessary to satisfy an
immediate and heavy financial need of a Member to the extent the amount of the
distribution is in excess of the amount required to relieve the financial need
of the Member or to the extent such need may be satisfied from other resources





                                       40
<PAGE>   41

that are reasonably available to the Member.  This determination shall be made
by the Plan Administrator on the basis of all relevant facts and circumstances
and may take into account Federal state and local income taxes which the Member
will be required to pay on any distribution from the Plan.  A distribution
generally may be treated as necessary to satisfy a financial need if the Company
reasonably relies upon the Member's representation that the need cannot be
relieved--

     (1)     through reimbursement or compensation by insurance or otherwise,

     (2)     by reasonable liquidation of the Member's assets, to the extent
             such liquidation would not itself cause an immediate and heavy
             financial need,

     (3)     by cessation of Before-Tax Contributions under the Plan, or

     (4)     by other distributions or nontaxable (at the time of the loan)
             loans from plans maintained by the Company, its Affiliates, by any
             other employer, or by borrowing from commercial sources on
             reasonable commercial terms to the extent such loan would not
             itself cause an immediate and heavy financial need.

For purposes of this subsection, the Member's resources shall be deemed to
include those assets of his spouse and minor children that are reasonably
available to the Member.

     (d)       Suspension of Before-Tax Contributions.  If a Member withdraws
any amount from his Before-Tax Contributions Account pursuant to this section,
such Participant may not make Before-Tax Contributions under this Plan or
elective deferrals under any other plan maintained by the Employer for a period
of 12 months commencing on the date of his receipt of the withdrawal.

     7.9       In-Service Withdrawals from Rollover Account.  Subject to the
provisions of Article XIII (Qualified Domestic Relations Orders), a Member may
withdraw all or any part of the amount in his Rollover Account.

     7.10      Provisions Applicable to All Withdrawals.

     (a)       General.  Payment of a withdrawal under section 7.5, 7.6, 7.7,
               7.8, or 7.9 shall be made as soon as practicable.

     (b)       Allocation Among Investment Funds.  All withdrawals shall be made
               in cash and shall be allocated proportionately from each
               Investment Fund in which the Members' Accounts are invested.
               Account balances available for withdrawal shall be valued as of
               the Valuation Date next following the date such notice of
               withdrawal is delivered to the Plan Administrator.





                                       41
<PAGE>   42

     (c)     Reduction for Loans.  Notwithstanding anything in section 7.5, 7.6,
             7.7, 7.8, or 7.9 or this section 7.10 to the contrary, if a Member
             has a loan outstanding under Article VIII, then such Member may not
             withdraw any amount from his Accounts which will cause the
             outstanding balance of such loan to exceed the limits in section
             8.2, determined immediately following such withdrawal.


                        ARTICLE VIII.  LOANS TO MEMBERS

     8.1       Plan Administrator Authorized to Make Loans.

     (a)       Eligibility to Apply for a Loan. A Member is eligible to apply
for a loan if the Member is an Employee or if the Member is a former Employee
and a "party in interest" within the meaning of section 3(14) of ERISA.

     (b)       General Rule.  Upon the written application of an eligible Member
who has been a Member of the Plan for at least one year and whose nonforfeitable
interest in his Account is at least $2,000, the Plan Administrator may direct
the Trustee to make a cash loan to the Member if the Plan Administrator
determines that the loan is on account of a "financial hardship" and that the
loan is "necessary to satisfy the immediate and heavy financial need." In making
such determination, the Plan Administrator shall take into account all relevant
facts and circumstances in accordance with section 7.8(b) and (c).  Whether such
loans are made, as well as their amounts and terms, shall be in the sole and
absolute discretion of the Plan Administrator, subject to the provisions of this
Article and section 13.6 (regarding Domestic Relations Orders).

     (c)       Members with Less than One Year of Membership.  Upon application
of an eligible Member who has not completed the one year of membership
requirement set forth in (a) above, but who has met the other requirements of
subsection (a), the Plan Administrator may direct the Trustee to make a cash
loan to the Member, but only with respect to the Member's Rollover Account.  Any
such loan shall meet the other requirements of this Article VIII, except that
section 8.4(e) shall not be applicable to such a loan.

Any loans made under this Article VIII shall be made as soon as practicable and
the maximum amount of such loan shall be based upon the valuation of the
Member's Accounts as of the Valuation Date immediately preceding the date of
such loan.

     8.2       Amount of Loan.

     (a)       Minimum Amount.  The Minimum amount of any loan shall be $ 1,000.

     (b)       Maximum Amount.  The maximum amount of any loan (together with
the amount outstanding on the date of the loan from any other loans under this
Plan or any other qualified plan maintained by the Company or an Affiliate)
shall not exceed the lesser of --





                                       42
<PAGE>   43


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

             (2)      50 percent of the nonforfeitable Account Balance of the
                      Member.

     8.3       Interest.  Each loan shall bear such reasonable rate of interest
as the Plan Administrator may determine.  In determining such rate of interest,
the interest rates being charged by commercial lenders for loans made under
similar circumstances and at the time a loan is made shall be considered. The
Plan Administrator shall determine the applicable rate of interest no less
frequently than on a quarterly basis.

     8.4       Other Restrictions.

     (a)       No more than two loans may be outstanding to a Member at any
               time.

     (b)       If a Member's employment with the Company or its Affiliates
               terminates for any reason, any loan shall then become due and
               payable.

     (c)       Loans shall be available to all Members on a reasonably
               equivalent basis.

     (d)       No loan shall be made unless the Plan Administrator, in his sole
               discretion, determines that the loan is adequately secured.

     (e)       Loans shall be drawn from the following Accounts, in order:
               Before-Tax Contributions (excluding that portion of the Member's
               Before-Tax Contributions Account which represents earnings on
               Before-Tax Contributions credited to a Member's Before-Tax
               Contributions Account after December 31, 1988), Rollover
               Contributions, Matching Employer Contributions, Discretionary
               Employer Contributions, and Transfer Contributions.

     (f)       Loans shall be made as of the Valuation Date which coincides with
               or next follows the date which is 30 days after the Plan
               Administrator has received the Member's application for the loan.

     8.5       Term.  Loans shall be for the period requested by the Member but
the term of an loan shall not exceed five years, except for a loan for the
purpose of acquiring a dwelling unit which is to be used as the principal
residence of the Member.

     8.6       Repayment.

     (a)       Loans shall be repaid in equal installments, one per payroll
               period, representing a





                                       43
<PAGE>   44

combination of interest and principal, sufficient to amortize the loan during
its term.  Repayment shall commence as soon as practicable after the loan is
made.  Upon a change of the Member's payroll period, repayment amounts shall be
adjusted if necessary to reflect the change.

     (b)       Payments by active Employees shall be made through payroll
withholding or other means acceptable to the Plan Administrator in its sole and
absolute discretion.

     (c)       Should there be an outstanding loan balance with respect to a
Member at the time of his termination of employment with the Company or its
Affiliates, the Member shall be given the opportunity to repay the outstanding
loan balance in a single sum.  If the Member declines to make such a repayment
within 30 days of his termination of employment with the Company or its
Affiliates, and to the extent a distribution of such Member's Accounts becomes
payable, such Member's Account shall be reduced by any unpaid loan balance, and
by any amounts withheld for the payment of taxes, as soon as practicable
following his termination of employment, and the loan shall be considered fully
paid as of the date of such reduction-, provided, however, that in the event the
loan is secured by a residential property mortgage, the distribution to the
Member shall consist of cash equal to the value of the Member's Account less the
face value of the note and mortgage held in the Member's Loan Fund (as described
in Section 8.7) plus the note and residential property mortgage held in the Loan
Fund.  The previous sentence shall not apply to a Member who, following his
termination of employment, will remain a "party in interest" within the meaning
of section 3(14) of ERISA.

     8.7       Loan Treated as Plan Investment . (a)       Loan proceeds shall
be paid pro rata from the Investment Funds In accordance with the proportion of
the total value of the Member's Accounts (net of the Loan Fund), determined as
of the Valuation Date which is coincident with or immediately preceding the date
on which such loan is approved by the Plan Administrator, which is invested in
each such fund.  A nonnegotiable promissory note of the same face value shall
then be credited as an asset of an individual Loan Fund established in the
Member's name.  The value of a Member's Accounts shall include the amount of
principal remaining to be paid under such notes.

     (b)       Repayments received by the Trustee shall be transferred to the
Investment Funds in accordance with the Member's current investment election
under section 5.3 at the time repayment is made.

     8.8       Documents.  No loan under this Article shall be made until the
Member has completed the appropriate form and submitted to the Plan
Administrator the following:

     (a)       A loan application setting forth such information as the Plan
               Administrator deems appropriate.

     (b)       A promissory note designating the Trustee as payee, stating the
               amount, term,





                                       44
<PAGE>   45

               repayment schedule, interest rate and other terms and conditions
               consistent with this Article.

     (c)       The Member's written authorization and direction that the Company
               shall withhold each payroll period, and remit to the Trustee, the
               installment amounts determined under section 8.6(a).

     (d)       A security agreement granting a conditional security interest in
               fifty percent (50%) of the Member's entire Vested Balance in his
               Account to the Trustee as security for repayment of the loan
               and/or a residential property mortgage acceptable to the Plan
               Administrator to secure the amount of the loan.  The Plan
               Administrator shall determine, in its sole discretion, whether to
               secure loans with residential property mortgages.

     8.9       Default.  If a Member fails to make payment on a loan when due
and such failure continues for 60 days thereafter, or in the event of the
Member's bankruptcy, impending bankruptcy, insolvency, or impending insolvency,
the Plan Administrator may declare the loan to be in default, in which case the
entire unpaid balance shall become due and payable.  The Plan Administrator may
pursue collection of the debt by any means generally available to a creditor
where a promissory note is in default.  If the entire amount due is not paid by
the Member within 30 days following the declaration of default and if the Member
has either attained age 59- 1/2 incurred a financial hardship within the meaning
of section 7.8, or terminated employment with the Company and its Affiliates,
the Plan Administrator may exercise its security interest by reducing the
Member's Balance by the amounts due and by amounts withheld for the payment of
taxes payable in connection with such reduction.  Upon such exercise the note
shall be canceled to the extent of such reduction.


                    ARTICLE IX.  ADMINISTRATION OF THE PLAN

     9.1       Appointment of the Plan Administrator.  The Plan shall be
administered by a committee (not to be less than three or more than five
individuals) as shall be appointed by the Board of Directors as Plan
Administrator and who shall serve at the pleasure of the Board of Directors.  If
any member of the committee is an Employee, he shall not receive compensation
with respect to his services as Plan Administrator.

     9.2       Allocation of Fiduciary Responsibility.  The Company and the Plan
Administrator shall be deemed to be "named fiduciaries" within the meaning of
section 402(a)(2) of ERISA with respect to the Plan.  However, the Company, the
Plan Administrator, and the Trustee shall have only those specific powers,
duties, responsibilities. and obligations as are specifically given to them
under this Plan or the Trust Agreement.  Except as otherwise provided by its
Board of Directors, the Company shall have the sole authority to determine the
finding medium for the Plan; to appoint and remove the Trustee, the Plan
Administrator, and any "investment manager"





                                       45
<PAGE>   46

(as defined in ERISA section 3(38); and (subject to section 10.1) to amend or
terminate, whole or in part, this Plan or the Trust Agreement. The Plan
Administrator shall have the sole responsibility for the administration of the
Plan, which responsibility is specifically described in this Article.  The
Trustee shall have the sole responsibility for the safekeeping of the assets of
the Plan held by it under the Trust Agreement.  The Company and any investment
manager appointed by the Company shall have the sole responsibility for the
management of the assets of the Plan.

     9.3       Powers and Duties.  Except for the authority and duties expressly
given to the Trustee either under the Plan or under the Trust Agreement, the
Plan Administrator shall control and manage the operation and administration of
the Plan in accordance with its terms and purpose and shall have all powers
necessary to do so, including, but not limited to, the following:

     (a)       to construe and interpret provisions of the Plan;

     (b)       to make factual determinations and to decide all questions of
               eligibility for Plan participation and for the distribution of
               benefits,

     (c)       to provide appropriate parties, including government agencies,
               with such returns, reports, schedules, descriptions, and
               individual statements as are required by law within the times
               prescribed by law; and to furnish to the Company, upon request,
               copies of any or all such materials, and further, to make copies
               of such instruments, reports, and descriptions as are required by
               law available for examination by Members and such of their
               Beneficiaries who are or may be entitled to benefits under the
               Plan in such places and in such manner as required by law;

     (d)       to obtain from the Company, Employees, and the Trustee such
               information as shall be necessary for the proper administration
               of the Plan;

     (e)       to determine the amount, manner, and time of distribution of
               benefits hereunder;

     (f)       to appoint and retain such agents, counsel, and accountants
               deemed necessary for the proper administration of the Plan and,
               when required to do so by law, to engage an independent certified
               public accountant to audit the Plan's operations and financial
               statements;

     (g)       to communicate to the Trustee in writing 0 necessary information
               to carry out the terms of the Plan and the Trust Agreement;

     (h)       to notify the Trustee in writing of the termination of the Plan
               or the complete discontinuance of Company contributions;





                                       46
<PAGE>   47

     (i)     to direct the Trustee to make distribution to each Member and
             Beneficiary in accordance with Article VII; and

     (j)       to do such other acts and adopt such rules reasonably required to
             administer the Plan in accordance with its provisions or as may be
             provided for or required by law.

     (k)       to vote proxies or exercise any night appurtenant to any
             investment held in the Trust.

The Plan Administrator shall have no authority or responsibility other than as
is granted in the Plan, or as is imposed as a matter of law, and shall
discharge its duties hereunder solely in the interest of Members and their
Beneficiaries and for the exclusive purpose of providing benefits to said
Members and their Beneficiaries.  Any decisions and determinations made by the
Plan Administrator pursuant to its powers and duties described in the Plan
shall be conclusive and binding upon all parties.  The Company shall furnish
the Plan Administrator with all information available to it which the Plan
Administrator may reasonably require in order to perform its functions
hereunder.  Except as otherwise provided in ERISA, neither the Plan
Administrator nor any person to whom the Plan Administrator may delegate any
duty or power shall be liable for any act or omission, except for its or his
own gross negligence or wilful misconduct.  Except as otherwise provided in
ERISA, the Plan Administrator shall not be personally liable under any
contract, or any bond made by him or on his behalf as the Plan Administrator,
or for any mistake of judgment made by him or on his behalf as the Plan
Administrator, or for any loss not resulting from his own gross negligence or
willful misconduct.

     9.4     Payment to Minors.  If the Beneficiary of any Member shall be a
minor, the Plan Administrator shall be fully protected in directing the Trustee
to make any payment required to be made to such minor to any person who shall be
a custodian for such minor under the provisions of the Uniform Gifts to Minors
Act in effect in the state in which such minor shall reside at the time of such
payment.

     9.5     Claims Procedure.

     (a)     All claims for benefits and for the determination of the qualified
             status of a Domestic Relations Order under this Plan shall be filed
             in writing with the Plan Administrator in accordance with such
             procedures as the Plan Administrator shall reasonably establish.
             If any claim under the Plan is wholly or partially denied, the
             following procedure shall apply.

     (b)     Notice of Denial.  The claimant shall be given notice in writing of
             such denial within 90 days after receipt of the claim, setting
             forth the following information:

             (1)      the specific reason or reasons for the denial;






                                       47
<PAGE>   48


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

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

             (4)      an explanation that a full and fair review by the Plan
                      Administrator of the decision denying the claim may be
                      requested by the claimant or his authorized representative
                      by fifing with the Plan Administrator, within 60 days
                      after such notice has been received, a written request for
                      such review" and;

             (5)      an explanation that if such request is so filed, the
                      claimant or his authorized representative may review
                      pertinent documents and submit issues and comments in
                      writing within the same 60-day period specified in
                      paragraph (4) above.

     (c)     Extension of Time for Notice of Denial.  If special circumstances
             require an extension of time beyond the 90-day period. the claimant
             shall be so advised in writing within the initial 90-day period.
             In no event shall such extension exceed an additional 90 days.

     (d)     Time of Plan Administrator Decision.  The decision of the Plan
             Administrator shall be made promptly, and not later than 60 days
             after the Plan Administrator's receipt of the request for review.
             unless special circumstances require an extension of time for
             processing, in which case a decision shall be rendered as soon as
             possible, but not later than 120 days after receipt of the request
             for review.  The claimant shall be given a copy of the decision
             promptly.  The decision shall be in writing and shall include
             specific reasons for the decision, written in a manner calculated
             to be understood by the claimant, and specific references to the
             pertinent Plan provisions on which the decision is based.

     (e)     Exhaustion of Remedy.  No claimant shall institute any action or
             proceeding in any state or federal court of law or equity, or
             before any administrative tribunal or arbitrator, for a claim for
             benefits under the Plan, until he has first exhausted the
             procedures set forth in this section.

     9.6     Indemnity for Liability.  To the maximum extent allowed by law and
to the extent not otherwise indemnified, the Company shall indemnify all
Employees involved in the design, administration, or operation of the Plan
against any and all claims, losses, damages, expenses, including counsel fees,
incurred by such persons and any liability, including any amounts paid in
settlement with the Company's approval, arising from such person's action or
failure to act with





                                       48
<PAGE>   49

regard to the Plan.

                   ARTICLE X. AMENDMENT; TERMINATION, MERGER

     10.1    Right to Amend or Terminate.  The Company reserves the right at any
time and from time to time to amend this Plan, or discontinue or terminate the
Plan by delivering to the Plan Administrator a copy of an amendment or
appropriate Board of Directors resolution of discontinuance or termination
certified by an officer of the Company; provided, however, that except as
provided in section 4.15, the Company shall have no power to amend or terminate
this Plan in such manner as would cause or permit any of the Trust assets to be
diverted to purposes other than for the exclusive benefit of the Employees of
the Company or their Beneficiaries or would cause any reduction in the amount
theretofore credited to any Member or would cause or permit any portion of the
Trust assets to revert to or become the property of the Company; and provided,
further, that the duties or liabilities of the Plan Administrator shall not be
changed without its written consent.  Notwithstanding anything in this Section
to the contrary, the Plan Administrator may make all technical, administrative,
regulatory and compliance amendments to the Plan as it shall deem necessary or
appropriate, without the approval of the Company or the Board of Directors;
provided, however, that the Plan Administrator shall report to the Board of
Directors at least annually on Plan amendments adopted by the Plan Administrator
pursuant to this sentence.

     10.2    Amendment for Tax Exemption.  The Company reserves the right to
amend this Plan in such manner as may be necessary or advisable so that said
Plan may qualify and continue to qualify as a qualified employee benefit plan
under the provisions of the Code as now in force or as it may hereafter be
changed or amended; and any such amendment may be made retroactively provided,
however, that no such amendment shall operate either directly or indirectly to
deprive any Member of the Member's vested and nonforfeitable interest in his
Accounts as of the time of such amendment.

     10.3    Terminations and Partial Terminations.  In the event of, and upon,
the Company's termination or partial termination of the Plan or complete
discontinuance of contributions, the interest in the Accounts of each Member who
shall be an Employee on the date of such termination or complete discontinuance
(or, in the case of a partial termination, the Members affected thereby) shall
vest.  For the purposes hereof "partial termination" shall have the same meaning
as under section 1.411 (d)-2 of the Treasury Regulations.

     10.4    Mergers, Consolidations, Transfers of Assets.  The Plan shall not
be merged or consolidated with, nor shall any of its assets or liabilities be
transferred to another plan unless. immediately after such merger,
consolidation, or transfer, each Member and Beneficiary shall be entitled to
receive a benefit which is at least as large as the benefit he would have been
entitled to if the Plan had been terminated immediately prior to such merger,
consolidation, or transfer.





                                       49
<PAGE>   50

                         ARTICLE XI.  LEASED EMPLOYEES

     11.1    Treatment of Leased Employees Under the Plan.

     (a)     Eligibility and Vesting.  Solely for purposes of determining when
an individual has completed a Year of Eligibility Service, and for determining
an individual's years of Continuous Service, hours of service as a Leased
Employee (as defined below) shall be treated as Hours of Service and Continuous
Service as an Employee.

     (b)     Limitation on Annual Additions.  For purposes of the limitation on
Annual Additions set forth in section 4.14--

             (1)      any contributions or benefits which are provided under a
                      plan maintained by a Leasing Organization (as defined
                      below) and which are attributable to an individual's
                      service as -a Leased Employee performed for the Company or
                      a Related Person (as defined below) shall be treated as
                      provided by the recipient of such services, and

             (2)      Limitation Compensation shall include the amounts
                      specified in section 4.14(c)(4) which are received by the
                      individual for his service as a Leased Employee.

     (c)     Eligibility to Participate.  A Leased Employee shall not be
eligible to become a Member under the Plan unless and except to the extent that
he shall qualify as an Eligible Employee without regard to the provisions of
this Article XI.

     11.2    Service Not Counted.  Except for section 11.1 (c), this Article XI
shall not apply to any Leased Employee for any period during which such
individual is covered by a Leasing Organization Pension Plan (as defined below),
unless Leased Employees constitute more than 20 percent of the Company's
Nonhighly Compensated Work Force.

     11.3    Definitions.  For purposes of this Article--

     (a)     "Leased Employee" shall mean any individual who provides services
             for the Company and--

             (1)      such services are provided pursuant to an agreement
                      between the Company and a Leasing Organization,

             (2)      such services are of a type historically performed the
                      business field of the Company by a common law employee,

             (3)      such individual is not a common law employee of the
                      Company, and





                                       50
<PAGE>   51


             (4)      such individual has performed such services as a Leased
                      Employee for the Company and any Related Person on a
                      substantially full-time basis for a period of at least one
                      year.

             For purposes of the preceding sentence, an individual is considered
             to have performed services on a substantially full-time basis for a
             period of at least one during any consecutive 12-month period such
             person has either (A) performed at least 1,500 Hours of Service for
             the Company and any Related Person, or (B) performed services for
             the Company and any Related Person for a number of hours of service
             at least equal to 75 percent of the number of hours customarily
             performed by a common law employee of the Company or Related Person
             in the particular position.

     (b)     "Leasing Organization" shall have the same meaning as under Code
             section 414(n)(2)(A).

     (c)     "Leasing Organization Pension Plan" shall mean a plan maintained by
a Leasing Organization which with respect to the Leased Employee--

             (1)      is a money purchase pension plan with a nonintegrated
                      Company contribution rate of at least 10 percent,

             (2)      provides for immediate participation and for full and
                      immediate vesting, and

             (3)      provides for immediate participation for each Leased
                      Employee (other than Leased Employees who perform
                      substantially all of their services for the Leasing
                      Organization and Leased Employees whose compensation
                      (within the meaning of Code section 414(n)(5)(C)(iii))
                      from the Leasing Organization is less than $1,000 in each
                      Plan Year during the 4-plan-year period ending with the
                      Plan Year for which a determination is being made).

     (d)     "Related Person" shall have the meaning prescribed in Code section
             144(a)(3).

     (e)     "Nonhighly Compensated Work Force" shall have the meaning in Code
section 414(n)(5)(C)(ii).

     11.4    Construction.  The purpose of this Article M is to comply with the
provisions of Code section 414(n).  All provisions of this Article shall be
construed consistently therewith, and, without limiting the generality of the
foregoing, no individual shall be treated as a Leased Employee except as
required under such Code section 414(n).





                                       51
<PAGE>   52
                       ARTICLE XII.  TOP-HEAVY PROVISIONS

     12.1    General Rule.  In the event that the Plan becomes top-heavy, or is
a member of a top-heavy group, the provisions of this Article shall apply.

     12.2    When Plan is Top-Heavy.  The Plan shall be top-heavy for a Plan
Year if, as of the Determination Date (as defined below), the aggregate of the
Account balances of Key Employees (as defined below) under the Plan exceeds 60
percent of the aggregate of the Account balances of all Employees under the
Plan.  For purposes of this section and section 12.3--

     (a)     Account balances shall include the aggregate amount of any
             distributions (including distributions from terminated plans) made
             with respect to the Employee during the five-year period ending on
             the Determination Date and any contributions due but unpaid as of
             said determination date, and

     (b)     the Account balance of any individual who has not performed
             services for the Company or its Affiliates at any time during the
             five-year period ending on the applicable Determination Date shall
             not be taken into account.

The determination of the foregoing ratio shall be made in accordance with Code
section 416(g), which is incorporated herein by this reference.
Notwithstanding the foregoing, the Plan shall not be top-heavy if it is part of
an affiliation group of plans. as defined in section 12.3 (a), that is not a
top-heavy group.

     12.3    When Plan is in Top-Heavy Group.  A Plan is a member of a top-heavy
group with respect to a Plan Year if, as of the Determination Date, it is part
of an affiliation group of plans which is top-heavy.  For purposes of this
section--

     (a)     an "affiliation group of plans" includes all plans qualified under
Code section 401 (a) which are maintained by the Company or an Affiliate and--

             (1)      in which a Key Employee is a Member, or

             (2)      which enables any other plan described in paragraph (1) to
                      meet the requirements of Code section 401(a)(4) or 410.
                      In addition, at the election of the Plan Administrator,
                      the affiliation group of plans may be expanded to include
                      any other qualified plan maintained by the Company or an
                      Affiliate such expanded affiliation group of plans meets
                      the requirements of Code section 401 (a)(4) and 410.

     (b)     An affiliation group of plans shall be a "top-heavy group" with
respect to a Plan Year if, as of the Determination Date, the sum of--





                                       52
<PAGE>   53

             (1)     the present value of the cumulative accrued benefits for
                     Key Employees under all defined benefit plans included in
                     such group and

             (2)      the aggregate of the accounts of Key Employees under all
                     defined contribution plans included in such group exceeds
                     60 percent of a similar sum determined for all Employees
                     (other than former Key Employees) covered under the
                     affiliation group of plans.  In making this determination.
                     the provisions of section 12.2 (other than the first
                     sentence thereof) shall be applicable.  The accrued
                     benefits of individuals who have not performed services for
                     the Company or its Affiliates at any time during the five
                     year period ending on the Determination Date shall not be
                     taken into account.  The determination of the foregoing
                     ratio shall be made in accordance with section 416(g) of
                     the Code, which is incorporated herein by this reference.

     12.4    Minimum Contribution.  For each Plan Year with respect to which the
Plan is top heavy or is a member of a top-heavy group, the minimum amount of
Company contributions allocated under the Plan for the benefit of each Member
who is a Non-Key Employee and who is otherwise eligible for such an allocation,
together with amounts allocated under all other qualified defined contribution
plans maintained by the Company or an Affiliate, shall be the lesser of--

     (a)     3 percent of the Member's Limitation Compensation for the Plan
Year, or

     (b)     the Member's Limitation Compensation times a percentage equal to
the largest percentage of such Limitation Compensation allocated under such
plans with respect to any Key Employee for the Plan Year.

Notwithstanding the foregoing, before-tax contributions and employer matching
contributions shall not be taken into account for purposes of satisfying the
minimum contribution requirement.  This section shall not apply to an Employee
covered under a qualified defined benefit plan maintained by the Company if the
Employee's benefit thereunder satisfies the requirements of Code section 416(c).

     12.5    Limitation on Compensation.  For purposes of allocating
contributions to a Member's Accounts under section 4.4 for a Plan Year with
respect to which the Plan is top-heavy, or is a member of a top-heavy group, the
maximum amount of Compensation taken into account in section 2.13 shall apply.

     12.6    Adjustment in Maximum Limitation on Account Additions.  For any
Plan Year with respect to which the Plan is top-heavy, or a member of a
top-heavy group, sections 4.14(c)(2)(A) and (3)(A) shall be applied by
substituting "1.0" for "1.25."





                                       53
<PAGE>   54

     12.7     Minimum Vesting Requirements.  Notwithstanding the provisions of
sections 6.2 and 6.3, if the Plan is determined to be top-heavy with respect to
a Plan Year then a Member shall have a nonforfeitable right to the Matching
Employer Contributions, Discretionary Employer Contributions, and Transfer
Contributions credited to his Account in accordance with the following schedule:

                 Continuous Service                Vested Percentage

                 Less than 3                                  0%
                 3 or more                                  100%

If in a subsequent Plan Year the Plan is no longer top-heavy, the vesting
provisions that were in effect prior to the time the Plan became top- heavy
shall be reinstated provided, however, that no reduction in vested benefits may
occur in the event the Plan's status as top-heavy changes for any Plan Year and
further provided that a Member who has at least three years of Continuous
Service at the start of such Plan Year shall have the option of remaining under
the vesting schedule in effect while the Plan was top-heavy.  However, this
section does not apply to the Account of any Member who does not have an Hour
of Service after the Plan has initially become top-heavy.

     12.8    Definitions.  For purposes of this Article XII--

     (a)     "Determination Date" with respect to a Plan Year shall mean (1) the
             last date of the preceding Plan Year, or (2) in the case of the
             first Plan Year of any plan, the last day of such Plan Year.

     (b)     "Key Employee" shall mean an Employee, former Employee, or a
             Beneficiary as prescribed in Code section 416(i).

     (c)     "Non-Key Employee" shall mean any Employee who is not a Key
             Employee or a Beneficiary of such an Employee.


               ARTICLE XIII.  QUALIFIED DOMESTIC RELATIONS ORDERS

     13.1    Applicability of Article.  The Plan Administrator shall apply the
provisions of this Article with regard to a Domestic Relations Order (as defined
below) to the extent not inconsistent with Code section 414(p).

     13.2    Establishment of Procedures.  The Plan Administrator shall
establish procedures, consistent with Code section 414(p), to determine the
qualified status of any Domestic Relations Order, to administer distributions
under any Qualified Domestic Relations Order (as defined below), and to provide
to the Member and the Alternate Payee(s) (as defined below) all notices required
under Code section 414(p) with respect to any Domestic Relations Order.





                                       54
<PAGE>   55


     13.3    Determination of  Qualified Domestic Relations Order Status. Within
a reasonable period of time after the receipt of a Domestic Relations Order (or
any modification thereof), the Plan Administrator shall determine whether such
order is a Qualified Domestic Relations Order.

     13.4    Establishment of Segregated Accounts and Payment Procedures.

     (a)     Separate Account for Members Not Yet Entitled to Receive Benefits.
             If a Domestic Relations Order has been determined to be a Qualified
             Domestic Relations Order in accordance with section 13.3, a
             separate account for the benefit of the Alternate Payee(s) named in
             such order shall be established. The Plan Administrator shall cause
             to be transferred from the affected Member's Accounts to the
             Alternate Payee's account such amount as the Plan Administrator
             deems reasonable and necessary to satisfy such order.  If the Plan
             Administrator subsequently determines that the amounts it has
             caused to be so transferred are less than are reasonable and
             necessary to satisfy such order, the Plan Administrator may cause
             to be transferred such additional amounts as it deems reasonable
             and necessary to satisfy such order.  If the Plan Administrator
             subsequently determines that the amounts it has caused to be so
             transferred are more than are reasonable or necessary to satisfy
             such order, the Plan Administrator may cause any such excess
             amounts to be paid to the person or persons who would have been
             entitled to such amounts if there had been no order, provided,
             however, if the Member or his Beneficiaries are not yet entitled,
             or have not elected, to receive benefit payments under the Plan,
             such excess amounts shall be credited to the Member s Accounts and
             invested in accordance with the investment election most recently
             submitted by the Member pursuant to section 5.3. The amount of any
             transfers caused to be made by the Plan Administrator pursuant to
             this subsection (a) shall be determined in the sole and absolute
             discretion of the Plan Administrator.

     (b)     Temporary Holding Account for Members Entitled to Receive Benefits.
             If, during any period in which the issue of whether a Domestic
             Relations Order is a Qualified Domestic Relations Order is being
             determined (by the Plan Administrator, by a court of competent
             jurisdiction, or otherwise), the Alternate Payee(s) would be
             entitled to any payment if the order had been determined to be a
             Qualified Domestic Relations Order, the Plan Administrator shall
             cause to be segregated in a separate account all amounts which
             would have been payable to any Alternate Payee(s) during such
             period if such order had been determined to be a Qualified Domestic
             Relations Order.

     (c)     Payment from Temporary Holding Account to Plan Member in Certain
             Cases.  If, by the expiration of the 18-month period beginning on
             the date the first payment would be required to be made to an
             Alternate Payee(s) under a Domestic





                                       55
<PAGE>   56

             Relations Order, either it has been determined that a Domestic
             Relations Order is not a Qualified Domestic Relations Order or the
             issue as to whether such order is a Qualified Domestic Relations
             Order has not been resolved, the Plan Administrator shall cause to
             be paid all amounts which have been segregated by reason of such
             order pursuant to subsection (a) above, including any earnings
             accrued thereon, to the person or persons who would have been
             entitled to such amounts if there had been no order.
             Notwithstanding the preceding sentence, if the Member or his
             Beneficiaries are not yet entitled, or have not elected, to receive
             benefit payments under the Plan, such segregated amounts, including
             all earnings having accrued thereon, shall be restored to the
             Member's Accounts and invested in accordance with the investment
             election most recently submitted by the Member pursuant to section
             5.3.

     (d)     Payment from Separate Account and Temporary Holding Account to
             Alternate Payee(s) if Order is Determined to be a Qualified
             Domestic Relations Order.  If a Domestic Relations Order (or any
             modification thereof) is determined to be a Qualified Domestic
             Relations Order, the Plan Administrator shall instruct the Trustee
             to apply, on a prospective basis, the terms and provisions of such
             Qualified Domestic Relations Order, and, in the event any amounts
             were segregated by reason of such order pursuant to subsection (b)
             above, the Plan Administrator shall cause to be paid in accordance
             with the Qualified Domestic Relations Order any appropriate amounts
             which have been so segregated (and have not been released pursuant
             to subsection (c)), including any earnings accrued thereon, to the
             Alternate Payee(s) entitled thereto, without regard to whether the
             Member has attained the "earliest retirement age" (as defined in
             Code section 414(p)(4)(B)) under the Plan.

     13.5    Subsequent Determination or Order to be Applied Prospectively. If a
determination is made after the expiration of the 18- month period beginning on
the date the first payment would be required to be made to an Alternate Payee(s)
under a Domestic Relations Order that such order (or any modification thereof)
is a Qualified Domestic Relations Order, such order shall be applied
prospectively only.

     13.6    Withdrawals, Distributions, and Loans by or to Members

     (a)     Withdrawals and Distributions.  A Member shall not be permitted to
             withdraw or borrow from the Plan, nor shall there be distributed to
             a Member, any amounts being held in a segregated account by reason
             of a Domestic Relations Order.

     (b)     Loans.  In determining the maximum amount of any loan to a Member
             pursuant to Article VIII the Plan Administrator shall not include
             in the Vested Balance of the Member the vested portion of his
             Accounts being held in a segregated account by reason of a Domestic
             Relations Order.





                                       56
<PAGE>   57


     13.7    Investment.  Unless a Qualified Domestic Relations Order provides
to the contrary, an Alternate Payee shall have the right to direct the
investment of the separate account established for the Alternate Payee pursuant
to a Qualified Domestic Relations Order in the same manner as provided in
Article V with respect to the Member.

     13.8    Definitions.  For purposes of this Article--

     (a)     "Alternate Payee" shall mean any spouse, former spouse, child, or
             other dependent of a Member who is recognized by a Domestic
             Relations Order as having a right to receive a, or a portion of,
             the benefits payable under the Plan with respect to such Member.

     (b)     "Domestic Relations Order" shall mean any judgment, decree, or
             order (including approval of a property settlement agreement)
             which--

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

             (2)      is made pursuant to a state domestic relations law
                      (including a community property law).

     (c)     "Qualified Domestic Relations Order" shall mean a Domestic
             Relations Order which meets the requirements of Code section
             414(p)(1).

                     ARTICLE XIV.  MISCELLANEOUS PROVISIONS

     14.1    Construction.  Except as otherwise provided in section 514 of
ERISA, the Plan shall be construed and regulated in accordance with the laws of
the State of New York.

     14.2    Nonassignability.  Except to the extent permissible under Code
sections 40l(a)(13) and 414(p) and Article XIII, no Account or interest under
this Plan shall be anticipated, assigned (either at law or in equity), alienated
or subject to attachment, garnishment, levy, execution, or other legal or
equitable process (whether voluntary or involuntary), provided, however, that
nothing herein shall prevent a Member from assigning his interest under this
Plan as security for the repayment of any loan made to him from the Plan
pursuant to Article VIII.  Any attempt at such a prohibited assignment,
alienation, attachment, garnishment, levy, execution, pledge. transfer,
mortgage, or encumbrance shall be void and unenforceable.

     14.3    Missing Persons.  If the Company is unable to locate a proper payee
within one year after an Account becomes payable, the Company may treat the
balance credited to the Account as a forfeiture; however, if a claim for
benefits is subsequently presented by a person entitled to a payment, the
forfeited amount shall be recredited to the Account upon verification of





                                       57
<PAGE>   58

the claim, except for those amounts that have been paid pursuant to an escheat
or other applicable law.

     14.4    Interest of Members.  The sole interest of each Member and his
respective Beneficiaries under the Plan shall be to receive the benefits
provided for hereunder as and when the same shall become due and payable in
accordance with the terms hereof, and neither any Member nor any such
Beneficiary shall have any right, title or interest in or to any asset of the
Plan.

     14.5    No Right to Employment Granted by Plan.  Nothing contained herein
shall require the Company or any of its Affiliates to continue any Member in its
employ, or require any Member to continue in the employ of the Company or its
Affiliates, or require the Company or its Affiliates to continue to compensate
any Member during a Leave of Absence, or require the Company or its Affiliates
to compensate any Member during any Leave of Absence at the same rate as prior
to the commencement thereof, or require the Company or its Affiliates to rehire
any former Member.

     14.6    Titles.  The titles of sections are included only for convenience
and shall not be construed as part of this Plan or in any respect affecting or
modifying its provisions.

     IN WITNESS WHEREOF, STEINBACH STORES, INC. has caused this instrument to be
executed by its duly authorized officers this ____ day of February, 1995,
effective as of February 11, 1995.

                                        STEINBACH STORES, INC.

                                        By: /S/ THOMAS R. KETTELER  
                                            -------------------------
                                        Its:  Vice President






                                       58