<PAGE>   1
                                                                   EXHIBIT 10.29









                              TCI 401(k) STOCK PLAN







                            RESTATED EFFECTIVE 1/1/98












<PAGE>   2

                                    I N D E X
<TABLE>
<CAPTION>

                                                                          Page
<S>           <C>                                                         <C>
ARTICLE I      NAME AND PURPOSE OF PLAN AND TRUST...........................1

ARTICLE II     DEFINITIONS..................................................2

ARTICLE III    PARTICIPATION................................................9

ARTICLE IV     CONTRIBUTIONS...............................................11

ARTICLE V      DETERMINATION AND VESTING OF PARTICIPANTS' ACCOUNTS.........19

ARTICLE VI     RETIREMENT DATE--DESIGNATION OF BENEFICIARY.................24

ARTICLE VII    DISTRIBUTION FROM TRUST FUND................................26

ARTICLE VIII   ANNUAL ADDITIONS LIMITATIONS AND TOP HEAVY RULES............36

ARTICLE IX     FIDUCIARY OBLIGATIONS.......................................44

ARTICLE X      PLAN ADMINISTRATOR AND PLAN COMMITTEE.......................48

ARTICLE XI     POWERS AND DUTIES OF THE TRUSTEE............................54

ARTICLE XII    CONTINUANCE, TERMINATION, AND AMENDMENT OF PLAN
               AND TRUST...................................................59

ARTICLE XIII   MISCELLANEOUS...............................................61
</TABLE>


<PAGE>   3


                                    ARTICLE I

                       NAME AND PURPOSE OF PLAN AND TRUST


           The Company, by execution of this document, amends, restates, and 
renames the qualified plan known as the Tele-Communications, Inc., Qualified
Employee Stock Purchase Plan. The amended and restated plan will be known as the
TCI 401(k) Stock Plan. The Plan and Trust Fund are created for the exclusive
benefit of Employee-Participants and their Beneficiaries. The Plan is intended
to qualify under Sections 401(a) and 401(k) of the Code, and the Trust created
under the Plan is intended to be exempt under Section 501(a) of the Code. The
portion of the Plan which is invested in Qualifying Employer Securities will be
treated as a stock bonus plan, and the portion of the Plan which is not invested
in Qualifying Employer Securities will be treated as a profit-sharing plan.




<PAGE>   4

                                   ARTICLE II

                                   DEFINITIONS


           When used herein, the following words shall have the following
meanings, unless the context clearly indicates otherwise:


2.1      "Account," unless otherwise indicated, means a Participant's entire 
interest in the Trust Fund created by any Employer contributions and
Participant contributions, and the income, expenses, gains, and losses
attributable to contributions.

2.2      "Associated Company" means any corporation or entity which is deemed 
to be a member of the group of corporations or trades or businesses under
common control of the Company, as determined under Code Sections 414(b) and
414(c) and the regulations thereunder, and which adopts this Plan and Trust
with the consent of the Company; provided, however, that no such corporation or
entity shall be an Associated Company if such corporation or entity is less
than a "majority-owned subsidiary" of the Company (as such term is defined in
the Investment Company Act of 1940, as amended (the "Investment Company Act"))
and the adoption by such corporation or entity of the Plan and Trust would
cause the same to be ineligible to rely upon the exemption provided by the
first clause of Section 3(c)(11) of the Investment Company Act. Any such
company which subsequently is no longer a member of the controlled group shall
be deemed to have terminated its participation in this Plan and Trust
immediately upon such failure to be a member of the controlled group.

2.3      "Beneficiary" means the person who, under this Plan, becomes entitled 
to receive a Participant's Account upon the Participant's death.

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

2.5      "Break in Service" means a Period of Severance of at least twelve
consecutive months. For purposes of determining whether an Employee has
experienced a Break in Service, the twelve- consecutive-month period beginning
on the first anniversary of the first date of a maternity or paternity absence
shall not constitute a Break in Service. Maternity or paternity absences shall
include absence:

[a]      by reason of the pregnancy of the Employee;

[b]      by reason of the birth of a child of the Employee;

[c]      by reason of the placement of a child with the Employee in connection
         with the adoption of such child by such Employee; or


                                     -2-
<PAGE>   5




[d]      for purposes of caring for such child for a period beginning
         immediately following such birth or placement.

2.6      "Code" means the Internal Revenue Code of 1986, as amended, as it 
presently is constituted, as it may be amended, or any successor statute of 
similar purposes.

2.7      "Company" means Tele-Communications, Inc., a corporation with its 
principal place of business at Denver, Colorado, or any successor in interest
to it resulting from merger, consolidation, or transfer of substantially all of
its assets, which expressly may agree in writing to continue this Plan.

2.8      "Compensation" means a Participant's wages, salaries, fees for 
professional services, and other amounts received for personal services
actually rendered in the course of employment with the Employer including, but
not limited to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips, and
bonuses. Compensation also shall include [a] amounts paid or reimbursed by the
Employer for moving expenses incurred by the Employee, but only to the extent
that these amounts are not deductible by the Employee under Code Section 217,
[b] amounts described in Code Sections 104(a)(3), 105(a) and 105(h), but only
to the extent that these amounts are includable in the Employee's gross income
and only to the extent such amounts are not covered by the application of Code
Section 125, [c] amounts described in Code Section 105(d), whether or not
includable in the Employee's gross income, [d] amounts contributed to a
cafeteria plan that are not includable in gross income because of the
application of Code Section 125, [e] amounts includable in the gross income of
the Employee as a result of the grant of a non-qualified stock option to the
Employee or as a result of the Employee making an election described in Code
Section 83(b), and [f] amounts deferred upon the Employee's election pursuant
to a plan or arrangement qualified under Code Section 401(k) and maintained by
the Employer. Compensation shall not include [i] Employer contributions to a
deferred compensation plan that are not includable in the Employee's gross
income in the year in which contributed, [ii] Employer contributions to a
simplified employee pension plan described under Code Section 408(k) to the
extent such contributions are deductible by the Employee, [iii] any
distributions from a deferred compensation plan, other than amounts received
from an unfunded non-qualified plan, [iv] amounts realized from the exercise of
a non-qualified stock option or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject to
substantial risk of forfeiture, [v] amounts realized from the sale, exchange,
or other disposition of stock acquired under a qualified stock option, or [vi]
other amounts which receive special tax benefits, or Employer contributions to
purchase an annuity contract described in Code Section 403(b), whether or not
under a salary reduction agreement and whether or not the amounts actually are
excludable from the gross income of the Employee.

Pursuant to Code Section 401(a)(17), Compensation taken into account for all
purposes under this Plan shall not exceed $160,000 (as adjusted by the Secretary
of the Treasury for cost of living increases each year) for any Plan Year.


                                     -3-
<PAGE>   6




Compensation will not include any severance payments made to an Employee after
the Employee's Termination of Employment with the Employer.

2.9      "Effective Date" of this restated Plan means January 1, 1998, except as
otherwise expressly provided in the Plan or under the requirements of law. For
any Associated Company which is not participating on the restated Effective
Date, Effective Date means that date designated by the Associated Company.

2.10     "Employee" means any person, whether male or female, now or hereafter 
in the employ of the Employer, including officers of the Employer, but 
excluding:

[a]      directors who are not in the Employer's employ in any other capacity;

[b]      independent contractors, and persons classified as independent
         contractors on the books and records of the Employer, even if such
         person later is classified as an employee of the Employer by the
         Internal Revenue Service (or other administrative agency) or pursuant
         to a settlement agreement between the Employer and such person or
         between the Employer and the Internal Revenue Service (or other
         administrative agency);

[c]      any individual whose services were obtained through a temporary
         employment agency and who has not become an Employee of the Employer,
         as indicated on the payroll records of the Employer, regardless of the
         period for which such services are performed by the Employee, and

[d]      any Employee who is included in a unit of Employees covered by a
         collective bargaining agreement between Employee representatives and
         the Company, any Associated Company, or any predecessor company (and a
         predecessor company will include any company acquired by or merged with
         the Employer or any member of the Employer's controlled group, as
         defined in Code Section 414, whether such company is acquired by a
         stock or asset acquisition or in a merger), which agreement does not
         provide for participation in the Plan and provided further that
         retirement benefits were the subject of good faith bargaining between
         such Employee representatives and the company, any Associated Company,
         or any such predecessor company.

For purposes of the exclusion under paragraph [d], Employees included in a unit
of Employees covered under such a collective bargaining agreement will remain
excluded from the definition of "Employee" under this Section following the
expiration of such collective bargaining agreement and during the period between
the expiration of such collective bargaining agreement and the Effective Date of
any successor collective bargaining agreement covering such Employees.

2.11     "Employer" means the Company and any Associated Company which has 
adopted the Plan and Trust.


                                     -4-
<PAGE>   7




2.12     "Employer Contribution Account" means the Account established for the
benefit of the Participant under Article V which consists of any Employer
contributions made on behalf of the Participant to the Plan, and the earnings on
such amounts.

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

2.14     "Fiduciary" means a person who [a] exercises any discretionary 
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, [b] renders investment advice for a fee or other Compensation, direct
or indirect, with respect to any moneys or other property of the Plan, or has
any authority or responsibility to do so, or [c] has any discretionary
authority or discretionary responsibility in the administration of the Plan.
Such term includes any person designated under Section 9.2. If any money or
other property of the Plan is invested in securities issued by an investment
company registered under the Investment Company Act of 1940, such investment by
itself shall not cause such investment company or such investment company's
investment adviser or principal underwriter to be deemed to be a Fiduciary or a
party in interest.

2.15     "Highly Compensated Employee" means, for the Plan Year beginning in 
1997, and subsequent Plan Years, any Employee who:

[a]      was a five percent owner at any time during the year or the preceding 
         year; or

[b]      for the preceding year, had Compensation in excess of $80,000 (as
         adjusted by the Secretary of the Treasury for cost of living increases)
         and was in the top-paid group of Employees for such preceding year. 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 paid
         during the Plan Year.

In determining an individual's Compensation under this Section, Compensation
from each Company required to be aggregated under Code Sections 414(b), (c),
(m), and (o) will be taken into account.

2.16     "Hour of Service" means each hour for which an Employee is paid or is
entitled to payment for the performance of duties for the Employer, as
determined in accordance with 29 C.F.R.
ss. 2530.200b-2(b) and (c).

2.17     "Named Fiduciary" means any Fiduciary who is named in this Plan, or 
who, pursuant to a procedure specified in the Plan, is identified as a
Fiduciary to the Plan by the Company. Such Named Fiduciaries include, but are
not limited to, the Trustee, the Plan Committee, the Plan Administrator, and
any Investment Consultant appointed by the Committee.

2.18     "Normal Retirement Age" means the date a Participant attains age 65.


                                     -5-
<PAGE>   8




2.19     "Participant" means any Employee (as defined in Section 2.10) who has
become a Participant under Article III of this Plan. Participation shall cease
upon the later of [a] distribution of a Participant's entire vested Account and
forfeiture of a Participant's entire nonvested Account, or [b] Termination of
Employment.

2.20     "Participant Contribution Account" means the Account established for 
the benefit of the Participant under Article V which consists of any
Participant contributions to the Plan, including salary reduction
contributions, voluntary after-tax contributions, rollover contributions, and
the earnings on such amounts.

2.21     "Period of Service" means the period beginning on the Employee's 
Employment Commencement Date or Reemployment Commencement Date and ending on
the date a Break in Service begins. The Employee will receive credit for any
Period of Severance of less than twelve consecutive months. In addition, the
Employee's Period of Service will be determined in accordance with Treas. Reg.
ss. 1.410(a)-7(c).

2.22     "Period of Severance" means a continuous period of time during which 
the Employee is not employed by the Company. A Period of Severance begins on
the date the Employee retires, quits, is discharged, or dies, or, if earlier,
the twelve-month anniversary of the date on which the Employee was first absent
from service with the Company for any other reason; provided, however, that if
an Employee is absent from work for any other reason and retires, quits, is
discharged, or dies within twelve months, the Period of Severance begins on the
day the Employee quits, retires, is discharged, or dies.

2.23     "Plan" and "Plan and Trust" mean the TCI 401(k) Stock Plan set forth 
in and by this document and all subsequent amendments to it.

2.24     "Plan Administrator" means the person appointed by the Board of 
Directors whose duties are provided in this Plan and Trust. If the Board of
Directors does not appoint a Plan Administrator, the Company shall serve as
Plan Administrator.

2.25     "Plan Committee" means the Plan Administrative Committee appointed by 
the Board of Directors whose duties are provided in this Plan and Trust.

2.26     "Plan Year" means the Company's fiscal (taxable) year, as presently
established (which ends on December 31 of each year), and such year shall be the
fiscal (taxable) year of the trust established under this Plan.

2.27     "Profit Sharing Plan Account" means the portion of the Participant's
Account which is not invested in Qualifying Employer Securities.

2.28     "Qualifying Employer Security" means the common stock of
Tele-Communications, Inc. or any affiliated entity, as described in ERISA
Section 407(d)(5).


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<PAGE>   9




2.29     "Reemployment Commencement Date" means the first date after a Break in
Service on which an Employee performs an Hour of Service for the Employer.

2.30     "Stock Bonus Plan Account" means the portion of the Participant's 
Account which is invested in Qualifying Employer Securities, pursuant to Code 
Section 401(a)(23).

2.31     "Termination of Employment" means the termination of a person's 
status as an employee of the Company and any Associated Company.

2.32     "Total Disability" means a disability that permanently renders a
Participant unable to perform satisfactorily the usual duties of his or her
employment with his Employer, as determined by a physician selected by the Plan
Committee or its delegatee, and which results in the Participant's termination
of active employment with the Employer.

2.33     "Trustee" means the person or persons appointed as Trustee of the Trust
Fund established by this Plan and Trust and any duly appointed and qualified
successor Trustee.

2.34     "Trustee Responsibility" means any responsibility provided in the 
Plan to manage or control the assets of this Plan.

2.35     "Trust Fund" means the assets of the trust established by this Plan and
Trust from which the benefits under this Plan shall be paid and shall include
all income and losses of any nature earned or incurred by the fund and all
changes in fair market value.

2.36     "Valuation Date" means the dates on which Accounts are valued each Plan
Year, which will be every business day on which Qualifying Employer Securities
are traded on NASDAQ.

2.37     "Year of Service" has the following meanings:

[a]      For purposes of eligibility to participate, vesting, and all other
         purposes of this Plan, "Year of Service" will mean a one-year Period of
         Service.

[b]      For purposes of this definition, Years of Service shall include service
         as an Employee in any capacity (including commissioned salesman) and
         shall include service as an Employee of an employer under common
         control with the Company, as determined under Code Section 1563(a) and
         the regulations thereunder, or any other Company designated by the Plan
         Committee from time to time.

[c]      Years of Service shall include all service with any company that is
         acquired directly or indirectly by any Employer participating in this
         Plan whether by acquisition of stock or assets if such company becomes
         part of the controlled group of corporations or trades or businesses,
         as defined in Code Section 1563(a) and the regulations thereunder, of
         which TeleCommunications, Inc., is a part.


                                     -7-
<PAGE>   10




[d]      An Employee will be credited with Years of Service under this
         provision, for purposes of determining such Employee's eligibility to
         participate in the Plan and for determining such Employee's vested
         percentage under the Plan, for all Years of Service performed for
         Affiliated Regional Communications, Ltd. (also known as ARC); provided
         that such former employee of ARC becomes an Employee of
         Tele-Communications, Inc. as a result of the transfer of the employment
         of certain employees from ARC to Tele-Communications, Inc.
         during 1995.

[e]      Years of Service will be credited for purposes of eligibility and
         vesting to the extent required under the Family and Medical Leave Act
         of 1993.

[f]      Years of Service will be credited for accrual, eligibility, and vesting
         credit for qualified military service to the extent required under the
         Uniformed Services Employment and Reemployment Rights Act of 1994, in
         accordance with Code Section 414(u).

2.38     The masculine gender shall include the feminine, and the singular shall
include the plural.



                                     -8-
<PAGE>   11




                                   ARTICLE III

                                  PARTICIPATION


3.1      WHO MAY BECOME A PARTICIPANT:

[a]      Generally: Any Employee who is a Participant on the Effective Date of
         this amended and restated Plan will continue to participate in this
         Plan. Effective January 1, 1998, any Employee who has completed three
         consecutive months of employment with an Employer, and who has attained
         age 18, may participate in this Plan; provided, however, that any
         Employee who has attained age 18 and who has completed one Year of
         Service may become a Participant even if such Employee has not
         completed three consecutive months of employment with an Employer.

[b]      Commencement of Participation: Upon completing the eligibility
         requirements under Section 3.1[a], such eligible Employee will become a
         Participant as of the first day of the first payroll period commencing
         within a reasonable period of time (as determined by the Committee)
         after such completion of the eligibility requirements for participation
         in the Plan, if the Employee still is employed by an Employer on that
         date.

[c]      Determination of Months of Participation: For purposes of this Section
         3.1, an Employee will be considered to have completed three consecutive
         months of employment if the Employee remains employed for three
         calendar months after his Employment Commencement Date or his
         Reemployment Commencement Date (for example, an Employee with an
         Employment Commencement Date of March 15 will have completed three
         consecutive months of employment on June 15).

[d]      Commencement of Participation After Acquisition of Employer: With
         respect to employees of any entity which becomes an Employer under this
         Plan by reason of the acquisition of such entity by another Employer
         under this Plan (whether such acquisition is a stock or asset
         acquisition), Employees of such new Employer who are eligible to
         participate in this Plan will become Participants as of the first day
         of the first payroll period commencing within an administratively
         reasonable period of time after such acquisition, as determined by the
         Committee, if the Employee still is employed by an Employer on that
         date.

3.2      AGREEMENT TO PARTICIPATE: An Employee who has become eligible to 
participate in the Plan will commence participation in the Plan under
procedures promulgated by the Plan Committee from time to time. By electing to
participate in the Plan, an Employee agrees to the following:

[a]      The Employee's acceptance of participation in the Plan;



                                     -9-
<PAGE>   12




[b]      The Employee's consent to make contributions to the Trust Fund under 
         Section 4.1;

[c]      The Employee's consent that Participant contributions be withheld from
         the Participant's Compensation;

[d]      The Employee's consent to be bound by the terms and conditions of the 
         Plan and all its amendments; and

[e]      The Employee's consent to allow his or her personal identification
         number (PIN), as assigned to the Employee pursuant to confidential
         procedures promulgated by the Committee, to serve as the Employee's
         signature for purposes of Plan forms, elections, and other Plan items
         for which a signature may be required or recommended.

The failure to enroll as a Participant in the Plan under the enrollment
procedures promulgated by the Plan Committee will be deemed to be an election
not to become a Participant. An Employee may revoke this election and become a
Participant by enrolling as a Participant in the Plan under the enrollment
procedures promulgated by the Plan Committee before the first day of any
subsequent payroll period, if the Employee otherwise is eligible.

3.3      PARTICIPATION UPON REEMPLOYMENT: Any Employee who may participate in 
the Plan in accordance with the provisions of Section 3.1 at the time the
Employee incurs a Break in Service shall be eligible to participate in the Plan
immediately on his Reemployment Commencement Date if he or she then is an
Employee under Section 2.10.



                                     -10-
<PAGE>   13




                                   ARTICLE IV

                                  CONTRIBUTIONS


4.1      CONTRIBUTIONS BY PARTICIPANTS:

[a]      Generally: A Participant who is an active Employee shall make
         contributions to the Trust Fund only by means of regular payroll
         deductions or by salary reductions. Participant after-tax contributions
         by payroll deduction shall be referred to as voluntary contributions or
         after-tax contributions and Participant pre-tax contributions shall be
         known as salary reductions or pre-tax contributions. Subject to the
         limitations of Section 4.8, each Participant shall designate as a
         voluntary contribution or salary reduction an amount in percentages or
         even dollars up to 10% of the Participant's Compensation in each
         payroll period, until changed by the Participant. Upon Termination of
         Employment, Participants shall not be permitted to make contributions
         to this Plan and any severance payments shall not be considered
         "Compensation" which may be contributed to this Plan.

[b]      Changes in Participant Contributions: A Participant may change,
         suspend, or resume his or her contribution designation prospectively,
         but not retroactively, effective for any payroll period by providing
         notice to the Plan Committee; provided that such notice is received by
         the Plan Committee at such time so as to provide the Plan Committee
         with an administratively practical period of time prior to the start of
         the payroll period for which such change, suspension, or resumption is
         to be effective in order to process such request. Any such notice shall
         remain effective until the Participant makes another contribution
         designation as provided above. No Employer contributions shall be made
         on behalf of the Participant with respect to any period in which the
         Participant's contributions are suspended.

[c]      Contribution Procedures and Forms: The Plan Committee will promulgate
         procedures, and prepare election forms, from time to time for the
         designation, change, suspension, or resumption of Participant
         contributions.


4.2      DETERMINATION OF CONTRIBUTION BY THE EMPLOYER:

[a]      Generally: The Plan Committee, on behalf of each Employer, shall pay
         into the Trust Fund at least annually an amount equal to up to 100% of
         each Participant's contributions to the Plan for each payroll period,
         as the Board of Directors of the Company shall determine by resolution.
         In such case, the Employer's contribution on behalf of each Participant
         shall be equal to a stated and nondiscriminatory percentage of each
         Participant's contributions (both voluntary contributions and salary
         reductions) under Section 4.1 for each payroll period.


                                     -11-
<PAGE>   14




[b]      Forfeitures: Any amounts forfeited under Section 7.3 shall be used
         first to pay Plan expenses under Section 9.6 and any remaining
         forfeitures after the payment of Plan expenses will be used to reduce
         the Employer's contribution under this Section.


4.3      TIME AND METHOD OF PAYMENT OF CONTRIBUTION BY THE EMPLOYER: The
Employer may make payment of its contribution for any Plan Year in installments
on any date or dates it elects, provided that the amount of its contribution for
any year shall be paid in full within the time prescribed in order to qualify
such payment as an income tax deduction for such year under the Code or any
other provisions of law. Such contribution may be made in cash, in Qualifying
Employer Securities (as determined by the Company), or in property of the
character in which the Trustee is authorized to invest the Trust Fund.
Contributions of property other than cash or Qualifying Employer Securities
shall be subject to the approval of the Trustee and the Plan Committee.


4.4      TO WHOM CONTRIBUTIONS ARE TO BE PAID: The Employer's contributions 
for any Plan Year shall be paid to the Trustee and shall become a part of the
Trust Fund. The Employer shall pay the salary reductions and voluntary
contributions elected by the Participants to the Trustee at the earliest
reasonable time but no later than the fifteenth (15th) business day of the
month following month in which the Participants would have received the funds
but for the Participants' salary reduction or payroll deduction election.


4.5      RETURN OF EMPLOYER CONTRIBUTIONS: A contribution by the Employer to 
the Plan shall be returned to the Company, at the Employer's discretion, under
any of the following circumstances:

[a]      if a contribution is made by the Employer by a mistake of fact,
         including a mistaken excess contribution, within one year of its
         payment to the Plan; or

[b]      if all or any part of the deduction of the contribution is disallowed,
         to the extent of the disallowance, within one year after the
         disallowance of the deduction.

The Employer shall state by written request to the Trustee the amount of the
contribution to be returned and the reason for such return. Such amount shall
not include any earnings attributable to the contribution and shall be reduced
by any losses attributable to the contribution. Upon sending such request to the
Trustee, the Employer simultaneously shall send to the Plan Committee a copy of
the request. The Trustee shall return such contribution to the Employer
immediately upon receipt of the written request by the Employer. All
contributions by the Employer to the Plan are declared to be conditioned upon
both the qualification of the Plan under Code Section 401 and the deductibility
of such contributions under Code Section 404.



                                     -12-
<PAGE>   15




4.6      EMPLOYER'S OBLIGATIONS: The adoption and continuance of the Plan 
shall not be deemed to constitute a contract between the Employer and any
Employee or Participant, nor to be consideration for, or an inducement or
condition of, the employment of any person. Nothing in this Plan shall be
deemed to give any Employee or Participant the right to be retained in the
employ of the Employer, or to interfere with the right of the Employer to
discharge any Employee or Participant at any time, nor shall it be deemed to
give the Employer the right to require the Employee or Participant to remain in
its employ, nor shall it interfere with the right of any Employee or
Participant to terminate his employment at any time.


4.7      ROLLOVER CONTRIBUTIONS AND TRANSFERS:

[a]      General Rollover Rules: Notwithstanding the limits imposed upon
         Participant contributions, an Employee may contribute any amount of
         funds (in the form of cash, check or, if approved by the Plan
         Committee, Qualifying Employer Securities) to the Plan in any year if
         such contribution satisfies the requirements under law for rollover
         contributions and if the Plan Committee agrees in writing to accept
         such contribution on behalf of the Plan and the Employer. The Employer
         shall not be required to make any matching contributions under Section
         4.2 for such rollover contributions. Rollover contributions shall be
         added to a separate Account for such Participant, shall be
         nonforfeitable, and shall be distributable under Article VII.

[b]      General Trustee-to-Trustee Transfer Rules: Subject to the direction of
         the Plan Committee, the Trustee is authorized to receive and add to the
         Trust Fund as a direct transfer assets attributable to the vested
         interest of any Participant in a retirement plan qualified under Code
         Section 401(a) if such individual is a Participant in this Plan;
         provided, however, that a direct transfer from a qualified plan subject
         to Code Section 417 shall not be permitted. The Employer shall not be
         required to make any matching contributions under Section 4.2 for such
         transfers. Transfers shall be added to a separate Account for such
         Participant, and shall be distributable under Article VII.


4.8      SALARY REDUCTION RULES:

[a]      Election To Reduce Salary: Subject to the rules of Section 4.1, an
         Employee eligible to participate in this Plan may elect to reduce his
         Compensation by an amount determined at his discretion but which amount
         may not exceed $9,500 (as adjusted for increases in the cost of living)
         in each calendar year. A Participant must make this election according
         to the procedures prescribed by the Plan Committee. Amounts contributed
         by an Employee in excess of this limitation are referred to as "Excess
         Elective Deferrals."

[b]      Nonforfeitability Of Elective Contributions: All salary reduction
         contributions made on behalf of Participants to this Plan shall be
         vested immediately.



                                      -13-
<PAGE>   16


[c]      Distributions Restriction: Salary reduction contributions shall be
         subject to the restrictions on withdrawals under Sections 7.3 and 7.4.

[d]      Limit On Actual Deferral Percentage: The actual deferral percentage for
         Highly Compensated Employees for each Plan Year must be no greater than
         either [1] 1.25 times the actual deferral percentage for all other
         Employees for the immediately preceding Plan Year, or [2] 2.0 times the
         actual deferral percentage for all other Employees for the immediately
         preceding Plan Year if the actual deferral percentage for Highly
         Compensated Employees is not more than two percentage points higher
         than the actual deferral percentage for all other Employees for the
         immediately preceding Plan Year. Amount contributed by or on behalf of
         an Employee in excess of these limitations are referred to as "Excess
         Employer Contributions."

[e]      Adjustments to Comply with Contribution Limits: In the event that the
         limitations set forth in paragraphs [a] or [d] are not met, the Plan
         Committee shall adjust either the salary reductions or the Employer
         contributions pursuant to one or more of the options set forth in
         subparagraphs [1], [2], or [3] below, as determined by the Company:

         [1]      Distribution of Excess Elective Deferrals and Excess Employer
                  Contributions: On or before the 15th day of the third month
                  following the end of each Plan Year, but in no event later
                  than the close of the following Plan Year, each Highly
                  Compensated Employee, beginning with the Employee having the
                  highest salary reduction contribution amount, shall have his
                  or her portion of the Excess Elective Deferral or the Excess
                  Employer Contribution (and any income allocable to such
                  portion as determined below) distributed to him or her until
                  the limitations set forth in paragraphs [a] and [d] are
                  satisfied. Income or losses attributable to Excess Elective
                  Deferrals or Excess Employer Contributions will be determined
                  under any reasonable method used by the Plan to allocate
                  income and losses on Plan assets. Distribution of Excess
                  Elective Deferrals or Excess Employer Contributions will be
                  made in cash.

         [2]      Recharacterization of Excess Elective Deferrals or Excess
                  Employer Contributions: A Participant may elect to treat his
                  or her Excess Elective Deferrals or Excess Employer
                  Contributions as an amount distributed to the Participant and
                  then contributed by the Participant to the Plan as a voluntary
                  after-tax contribution, to the extent such recharacterized
                  excess contributions in combination with other Participant
                  contributions made under the Plan do not exceed the
                  limitations on Participant contributions provided in the Plan.
                  Recharacterized contributions will be nonforfeitable and will
                  be subject to the distribution and withdrawal provisions
                  applicable to salary reduction contributions.
                  Recharacterization must occur within two and one-half months
                  after the close of the Plan Year in which the excess
                  contributions arose and recharacterization is deemed to occur
                  no earlier than the date the last Highly Compensated Employee
                  is provided with notification of the amount



                                     -14-
<PAGE>   17




                  recharacterized and the consequences of such
                  recharacterization. Recharacterized amounts will be taxable to
                  the Participant in the Participant's taxable year in which the
                  Participant would have received such amounts in cash but for
                  the salary reduction election.

         [3]      Contribution of Qualified Non-Elective Employer Contributions:
                  Within 30 days after the end of the Plan Year, the Employer
                  may make a qualified non-elective employer contribution on
                  behalf of non-Highly Compensated Employees in an amount
                  sufficient to satisfy the limitations set forth in paragraph
                  [d]. Such con tribution shall be allocated to the Account of
                  each non-Highly Compensated Employee in the same proportion
                  that each Non-Highly Compensated Employee's salary reduction
                  contributions for the year bears to the total salary reduction
                  contributions of all Non-Highly Compensated Employees.

         [4]      Any matching Employer contribution that is attributable to
                  Excess Elective Deferrals distributed to a Participant under
                  subparagraph [1] will be forfeited as of the distribution date
                  of the Excess Elective Deferrals and such forfeited amount
                  will be used to reduce the Employer contribution to this Plan
                  under Section 4.2 for the Plan Year in which such forfeiture
                  occurs.

         [5]      A Participant may assign to this Plan any Excess Elective
                  Deferrals by notifying the Plan Committee on or before the
                  March 15 of the year following the Participant's fiscal year
                  in which such excess was contributed. A Participant is deemed
                  to have notified the Plan Committee of any Excess Elective
                  Deferrals that arise taking into account only those elective
                  deferrals made to this Plan and any other Plan maintained by
                  the Company.

         [6]      If a Highly Compensated Employee participates in two or more
                  cash or deferred arrangements that have different Plan Years,
                  all cash or deferred arrangements ending with or within the
                  same calendar year will be treated as a single arrangement. In
                  the event that this Plan satisfies the requirements of Code
                  Sections 401(k), 401(a)(4), or 410(b) only if aggregated with
                  one or more other plans, or if one or more other plans satisfy
                  the requirements of such Code Sections only if aggregated with
                  this Plan, then this Section will be applied by determining
                  the actual deferral percentage of Participants as if all such
                  plans were a single plan. Plans may be aggregated in order to
                  satisfy Code Section 401(k) only if they have the same Plan
                  Year. The Company will maintain records sufficient to
                  demonstrate satisfaction of the actual deferral percentage
                  test and the amount of qualified non-elective contributions or
                  qualified matching contributions, or both, used in such test.
                  The determination of the actual deferral percentage test will
                  meet such other requirements as may be prescribed by the
                  Secretary of the Treasury from time to time.



                                     -15-
<PAGE>   18




[f]      Definitions:

         [1]      The "actual deferral percentage" for a specified group of
                  Employees for a Plan Year shall be the average of the ratios
                  (calculated separately for each Employee in such group) of the
                  amount of Compensation deferred under the Plan on behalf of
                  each such Employee for the Plan Year to the Employee's
                  Compensation for such Plan Year. For purposes of determining
                  the actual deferral percentage, salary reduction contributions
                  shall be considered, and the Plan Committee shall determine
                  whether vested Employer contributions shall be considered as
                  qualified non-elective employer contributions.

         [2]      "Salary Reductions" are those reductions in salary that each
                  Employee elects to defer.


4.9      NONDISCRIMINATION REQUIREMENTS FOR EMPLOYEE AND MATCHING
EMPLOYER CONTRIBUTIONS:

[a]      Limit on Average Contribution Percentage: The average contribution
         percentage for Highly Compensated Employees for each Plan Year must be
         no greater than either [1] 1.25 times the average contribution
         percentage for all other Employees for the immediately preceding Plan
         Year, or [2] 2.0 times the average contribution percentage for all
         other Employees for the immediately preceding Plan Year if the average
         contribution percentage for Highly Compensated Employees is not more
         than two percentage points higher than the average contribution
         percentage for all other Employees for the immediately preceding Plan
         Year. Amounts contributed in excess of this limitation are referred to
         as "Excess Aggregate Contributions."

[b]      Adjustments to Comply with Average Contribution Percentage Limits: On
         or before the 15th day of the third month following the end of each
         Plan Year, but in no event later than the close of the following Plan
         Year, each Highly Compensated Employee, beginning with the Employee
         having the highest amount of contributions made by or on behalf of such
         Employee, shall have his or her portion of the Excess Aggregate
         Contribution (and any income allocable to such portion as determined
         below) distributed to him or her until the limitations set forth in
         paragraph [a] are satisfied. Income or losses attributable to Excess
         Aggregate Contributions will be determined under any reasonable method
         used by the Plan to allocate income and losses on Plan assets.
         Distribution of Excess Aggregate Contributions will be made in cash.

[c]      Average Contribution Percentage: The "average contribution percentage"
         for a specified group of Employees for a Plan Year shall be the average
         of the ratios (calculated separately for each Employee in such group)
         of the sum of the matching Employer contributions and the Participant
         voluntary after-tax contributions made on behalf of each such Employee
         for the Plan Year to the Employee's Compensation for such Plan Year.
         For purposes of



                                     -16-
<PAGE>   19




         determining the contribution percentage, the Plan Committee may elect
         to treat salary reduction contributions as Company matching
         contributions.

[d]      Multiple Use: If the sum of the average contribution percentage and the
         actual deferral percentage for Highly Compensated Employees exceeds the
         aggregate limit described below, such excess amount will be treated as
         an Excess Employer Contribution or an Excess Aggregate Contribution, as
         determined by the Plan Committee, and such excess contributions will be
         distributed to Highly Compensated Employees, beginning with the Highly
         Compensated Employee with the highest amount of contributions made by,
         or on behalf of the Employee, in the same manner as Excess Employer
         Contributions and Excess Aggregate Contributions are distributed as
         provided in Section 4.8[e] or in Section 4.9[b]. The aggregate limit is
         the greater of [1] the sum of [A] 1.25 times the greater of the actual
         deferral percentage for Non-Highly Compensated Employees or the average
         contribution percentage for Non-Highly Compensated Employees for the
         Plan Year plus [B] the lesser of two times or two plus the lesser of
         such actual deferral percentage or average contribution percentage; or
         [2] the sum of [A] 1.25 times the lesser of the actual deferral
         percentage for Non-Highly Compensated Employees or the average
         contribution percentage for Non-Highly Compensated Employees for the
         Plan Year plus [B] the lesser of two times or two plus the greater of
         such actual deferral percentage or average contribution percentage.

[e]      The average contribution percentage for the Plan Year for any Highly
         Compensated Employee who is eligible to have contribution percentage
         amounts allocated to his or her Account under two or more arrangements
         described in Code Section 401(k) that are maintained by the Company
         will be determined as if such contribution percentage amounts were made
         under a single arrangement. If a Highly Compensated Employee
         participates in two or more cash or deferred arrangements that have
         different Plan Years, all cash or deferred arrangements ending with or
         within the same calendar year will be treated as a single arrangement.
         In the event that this Plan satisfies the requirements of Code Sections
         401(m), 401(a)(4), or 410(b) only if aggregated with one or more other
         Plans, or if one or more other Plans satisfy the requirements of such
         Code Sections only if aggregated with this Plan, then this Section will
         be applied by determining the contribution percentage of Participants
         as if all such Plans were a single Plan. Plans may be aggregated in
         order to satisfy Code Section 401(m) only if they have the same Plan
         Year. The Company will maintain records sufficient to demonstrate
         satisfaction of the average contribution percentage test and the amount
         of qualified non-elective contributions or qualified matching
         contributions, or both, used in such test. The determination of the
         average contribution percentage test will meet such other requirements
         as may be prescribed by the Secretary of the Treasury from time to
         time.


                                     -17-
<PAGE>   20




                                    ARTICLE V

               DETERMINATION AND VESTING OF PARTICIPANTS' ACCOUNTS


5.1      DETERMINATION OF PARTICIPANTS' ACCOUNTS:

[a]      Allocation of Contributions: As of the last day of each payroll period,
         the Plan Committee shall allocate to the Account of each Participant
         any amounts contributed by the Employer to the trust on behalf of such
         Participant under Section 4.2 for the payroll period then ended.
         Forfeitures remaining after the payment of Plan expenses under Section
         9.6 may be used to reduce Employer contributions for any payroll period
         following the date on which the forfeitures occur. Voluntary
         contributions and salary reductions under Section 4.1 shall be
         allocated to the Account of the Participant making such contribution.

[b]      Valuation of Accounts:

         [1]      Investment Funds: Each separate investment vehicle available
                  for investments under the Plan shall be a separate Investment
                  Fund. A Participant's interest in each Investment Fund shall
                  be represented by units of participation. The value of a unit
                  in each Investment Fund shall be determined on each Valuation
                  Date by dividing the current market value of the assets in
                  that Investment Fund on that date, as determined by the
                  Trustee, after the payment out of that Investment Fund of all
                  brokerage fees and transfer taxes applicable to purchases and
                  sales for that Investment Fund since the previous Valuation
                  Date and excluding contributions made during the period sine
                  the previous Valuation Date, by the total number of units in
                  that Investment Fund.

         [2]      Qualifying Employer Securities: Any dividends, cash or stock,
                  paid on Qualifying Employer Securities shall be allocated to
                  the Investment Fund for the Qualifying Employer Securities on
                  which they are paid.

         [3]      Participant Accounts: Each Participant Account in each
                  Investment Fund shall be credited on each Valuation Date with
                  the number of units determined by dividing the contributions
                  made on behalf of the Participant to that Investment Fund
                  since the previous Valuation Date by the unit value for that
                  Investment Fund as determined on that Valuation Date.

[c]      Participants' Accounts: The Plan Committee shall maintain a Participant
         Contribution Account and an Employer Contribution Account for each
         Participant, and such other Accounts for each Participant as the
         Committee deems necessary or convenient. The Employer Contribution
         Account and the Participant Contribution Account shall be considered
         separate contracts for purposes of Code Section 72(e). The Plan
         Committee shall distribute, or cause to be distributed, to each
         Participant at least annually a written statement



                                     -18-
<PAGE>   21




         setting forth the value of such Participant's Accounts as of the most
         recent Valuation Date, and such other information as the Plan Committee
         shall determine.

[d]      Valuation of Qualifying Employer Securities: Qualifying Employer
         Securities shall be valued at the closing dealer "bid" price of the
         securities in the over-the-counter market as reported by the National
         Association of Securities Dealers, Inc., or National Quotation Bureau,
         Inc.

[e]      Valuation Dates: As of each Valuation Date, the Plan Committee shall
         determine the value of the net assets of the Trust Fund (i.e., the
         value of all the assets of the Trust Fund at their ---- then current
         fair market value, less all liabilities) and the value of contributions
         by each Employer and all Participants as of such Valuation Date. For
         distribution or withdrawal purposes, the value of the Participant's
         Accounts will equal the value of the units of participation in each
         Investment Fund in which the Participant's Accounts are invested. For a
         distribution or withdrawal of Qualifying Employer Securities in kind,
         the number of shares of Qualifying Employer Securities to be
         distributed or withdrawn shall equal the value of the Participant's
         units of participation in the Investment Fund for such Qualifying
         Employer Securities, divided by the fair market value of a share of
         Qualifying Employer Securities as of the Valuation Date for which such
         distribution or withdrawal is processed.

[f]      Allocation Of Employer Contributions For Payroll Period Of Withdrawal
         Or Termination of Employment: Any Participant who withdraws all or any
         part of his own contributions under Section 7.6 shall receive an
         allocation of Employer contributions for the bi-weekly payroll period
         of such withdrawal, if such Participant otherwise is entitled to share
         in the Employer contribution. Any Participant who terminates employment
         for any reason shall receive an allocation of Employer contributions
         for the bi-weekly payroll period of his termination if he otherwise is
         entitled to share in the Employer contribution.


5.2      VESTING OF PARTICIPANTS' ACCOUNTS:

[a]      General Rules: If any Participant reaches his or her Normal Retirement
         Age, dies, or suffers Total Disability while employed with the
         Employer, the Participant's entire Account shall become fully vested
         without regard to the number of Years of Service such Participant has
         had with the Employer. Any Account, whether vested or forfeitable,
         shall become payable to a Participant or his or her Beneficiaries only
         to the extent provided in this Plan. A Participant or former
         Participant who has designated a Beneficiary and who dies shall cease
         to have any interest in this Plan or in his or her Account, and his or
         her Beneficiary shall become entitled to distribution of the
         Participant's Account under this Plan and not as a result of any
         transfer of the interest or Account. A Participant's Account
         attributable to his or her own salary reduction contributions,
         voluntary contributions, and rollover contributions shall be fully
         vested at all times.



                                     -19-
<PAGE>   22




[b]      Vesting Schedule: Effective for any Participant who completes at least
         one Hour of Service on or after January 1, 1998, such a Participant
         shall have a vested interest in the portion of his Account attributable
         to Employer contributions, in accordance with the following schedule:

<TABLE>
<CAPTION>
                                                   Percentage of Account
              Years of Service                        Which Is Vested
              ----------------                     ---------------------
        <S>                                                <C>
                Fewer than 1                                 0%
         1 or more but fewer than 2                         33%
         2 or more but fewer than 3                         66%
                3 or more                                  100%
</TABLE>                                      
                                              
         For Participants who do not complete at least one Hour of Service on or
         after January 1, 1998, the Participant's vested interest will be
         determined under the provisions of the Plan as in effect prior to
         January 1, 1998.

[c]      Special Vesting for Certain Transferred Employees: Any Participant who
         was an active Employee of Halcyon Communications Partners, Halcyon
         Communications Limited Partnership, or any other Employer which has
         adopted this Plan, on January 15, 1998, and whose employment was
         transferred directly from such participating employer to the employment
         of Peak Cablevision, L.L.C. on January 15, 1998, without any break in
         employment, will be 100% vested in his or her Account under this Plan
         as of January 15, 1998, as determined by the Committee.


5.3      FULL VESTING UPON TERMINATION OR PARTIAL TERMINATION OF PLAN OR UPON
COMPLETE DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS: Upon the termination or
partial termination of this Plan or upon complete discontinuance of Employer
contributions, the Accounts of all Participants affected, as of the date such
termination, partial termination, or complete discontinuance of Employer
contributions occurred, shall be fully vested.


5.4      SERVICE INCLUDED IN DETERMINATION OF VESTED ACCOUNTS: All Years of 
Service with the Company and any Associated Company shall be included for the
purpose of determining a Participant's vested Account under Section 5.2, except
Years of Service excluded by reason of a Break in Service under Section 5.5.


5.5      EFFECT OF BREAK IN SERVICE ON VESTING: With respect to a Participant 
who has five or more consecutive one-year Breaks in Service, Years of Service
after such Break in Service shall not be taken into account for purposes of
computing the Participant's vested Account balance attributable to Employer
contributions made before such five or more year period.



                                     -20-           
<PAGE>   23



5.6      EFFECT OF CERTAIN DISTRIBUTIONS: The provisions of this Section shall 
not apply to any Participant contributions (including salary reductions) or
rollover contributions.

[a]      Repayment Of Distribution: A Participant who terminates participation
         for any reason prior to attainment of Normal Retirement Age,
         disability, or death while any portion of his Account in the Trust Fund
         is forfeitable and who receives a distribution of his vested Account
         attributable to Employer contributions not later than the close of the
         second Plan Year following the Plan Year in which such termination of
         participation occurs, shall have the right to pay back such
         distribution to the Plan. Such repayment may be made [1] only if the
         Participant has returned to the employ of the Company or any Associated
         Company at the time of such repayment, and [2] in the case of a
         distribution upon Termination of Employment, before the earlier of the
         date on which the Participant experiences five consecutive one-year
         Breaks in Service or five years from the date of reemployment with the
         Company or any Associated Company, or, in the case of any other
         distribution, five years from the date of distribution. Repayment of a
         Participant's Account attributable to his or her salary reduction
         contributions or his or her voluntary contributions, if any, shall not
         be permitted under this Section. A Participant who desires to make
         repayment of a distribution under this paragraph [a] shall make
         repayment directly to the Plan Committee. If a Participant repays a
         distribution under this Section, the value of his or her Employer
         Contribution Account shall be the amount of his or her Employer
         Contribution Account prior to distribution, unadjusted for any
         subsequent gains or losses. The amount of the Participant's Employer
         Contribution Account that was forfeited previously shall be restored
         from one or more of the following sources, at the discretion of the
         Plan Committee: income or gain to the Plan, forfeitures or Employer
         contributions.

[b]      Nonrestoration Of Forfeited Account When Repayment Of Distribution Is
         Not Made: If distribution is made to a Participant and the Participant
         does not repay such distribution under the terms of paragraph [a], when
         the time limit for repayment expires under paragraph [a] above, the
         Participant's nonvested Account which was not distributed will not be
         restored. The Account will be unadjusted for any increased vesting for
         service during the repayment period.


5.7      DETERMINATION OF SERVICE FOR YEARS PRIOR TO 1998: For each 
Participant who does not complete at least one Hour of Service with the Company
or any Associated Company on or after January 1, 1998, the provisions of the
Plan which was in effect prior to the Effective Date of this restated Plan will
apply in determining the Years of Service credited to such Participant and the
vested percentage of such Participant's Accounts. If a Participant has at least
one Hour of Service on or after January 1, 1998, the following provisions of
this Section 5.7 will apply. In such event, all of a Participant's service with
the Company or any Associated Company will be determined under the provisions
of this Plan, including service prior to the Effective Date of this Plan;
provided, however, that in no event will any Participant's vested percentage
under this Plan as 



                                     -21-           
<PAGE>   24




of January 1, 1998, be less than the Participant's vested percentage determined
as of December 31, 1997, determined under the provisions of the Plan in effect
prior to January 1, 1998.



                                     -22-           
<PAGE>   25




                                   ARTICLE VI

                   RETIREMENT DATE--DESIGNATION OF BENEFICIARY


6.1      NORMAL RETIREMENT DATE: A Participant shall be entitled to retire
voluntarily, for purposes of this Plan, at any time on or after that date on
which the Participant attains Normal Retirement Age. Until retirement, a
Participant shall continue to participate in the Plan unless the Participant
elects otherwise.


6.2      DESIGNATION OF BENEFICIARY: A Participant's entire vested Account 
balance shall be payable, on the death of the Participant, to the Participant's
surviving spouse or to the Participant's designated Beneficiary if there is no
surviving spouse or if the spouse consents to such Beneficiary designation in
writing. This spousal consent shall acknowledge the effect of such consent and
shall be witnessed by a Plan representative or a notary public. If there is no
surviving spouse or, in the case of a spousal election not to receive the
Account, a Participant shall designate a Beneficiary to receive his or her
Account in the Trust Fund upon the Participant's death on the form prescribed
by and delivered to the Plan Committee. The Participant shall have the right to
change or revoke a designation at any time by filing a new designation or
notice of revocation with the Plan Administrator. No notice to any Beneficiary
other than the spouse nor consent by any Beneficiary other than the spouse
shall be required to effect any change of designation or revocation. If a
Participant fails to designate a Beneficiary before his or her death, or if no
designated Beneficiary survives the Participant, the Plan Committee shall
direct the Trustee to pay the Participant's Account in the Trust Fund to the
Participant's surviving spouse, or if none, to the Participant's personal
representative. If no personal representative has been appointed, and if the
benefit payable does not exceed the minimum amount for which an estate or
inheritance tax release is required under applicable state law, or for which a
personal representative must be appointed under applicable state law, the Plan
Committee may direct the Trustee to pay the benefit to the person or persons
entitled to it under the laws of the state where such Participant was domiciled
at the date of his or her death. In such case, the Plan Committee may require
such proof of right or identity from such person as the Plan Committee may deem
necessary. If the benefit exceeds the minimum amount for which an estate or
inheritance tax release or the appointment of a personal representative is
required under applicable state law, the Plan Committee may direct the Trustee
to hold the benefit in a segregated account until a personal representative has
been appointed.


6.3      PARTICIPANT OR BENEFICIARY WHOSE WHEREABOUTS ARE UNKNOWN:  In
the case of any Participant or Beneficiary whose whereabouts are unknown, the
Plan Committee shall notify such Participant or Beneficiary at his last known
address by certified mail with return receipt requested advising such
Participant of his or her right to a pending distribution. If the Participant or
Beneficiary cannot be located in this manner, the Plan Committee may direct the
Trustee to establish a custodial account for such Participant or Beneficiary for
the purpose of holding


                                     -23-           
<PAGE>   26




the Participant's Account until it is claimed by the Participant or Beneficiary
or until proof of death satisfactory to the Plan Committee is received by the
Plan Committee. If such proof of death is received, the Plan Committee shall
direct the Trustee to distribute the Participant's Account in accordance with
the provisions of Section 6.2. Any Trustee fees or other administrative expenses
attributable to a custodial account established and maintained under this
Section shall be charged against such account. Alternatively, after reasonable
search efforts have been expended, as determined by the Plan Committee, the Plan
Committee may direct the Plan Administrator to forfeit the Account of the
missing Participant or the missing Beneficiary, in which event such forfeited
Account shall be treated as provided under Article V. If the missing Participant
or Beneficiary subsequently is located, such forfeited Account, unadjusted for
earnings or losses from the date of such forfeiture, will be restored for the
benefit of such Participant or Beneficiary from Plan earnings, other
forfeitures, or additional Employer contributions.



                                     -24-           
<PAGE>   27




                                   ARTICLE VII

                  DISTRIBUTIONS AND WITHDRAWALS FROM TRUST FUND


7.1      WHEN ACCOUNTS BECOME DISTRIBUTABLE AND EFFECT OF DISTRIBUTION:
To the extent permitted under Section 7.9, if a Participant dies, suffers Total
Disability, retires, or separates from service with the Employer for any other
reason, the portion of the Participant's vested Account attributable to Employer
contributions, to Participant contributions, and to any rollover contributions
shall be distributable under Section 7.2. When his or her Account becomes
distributable, such Participant shall cease to have any further interest or
participation in the Trust Fund or any subsequent accruals or contributions to
the Trust Fund except as provided below:

[a]      a Participant shall retain the right to receive allocations of earnings
         and losses on his or her Account an to receive a distribution of his or
         her Account as determined under Article V; and

[b]      as provided in Article V, a Participant who makes contributions during
         any payroll period shall retain the right to receive his or her share
         in the Employer's contribution allocated to the Participant's Account
         for such payroll period.


7.2      DISTRIBUTION OF ACCOUNTS:

[a]      Notification of Trustee and Form of Distribution: When a Participant's
         vested Account becomes distributable under Section 7.1, the Plan
         Committee will notify the Trustee of the Participant's name and
         address, the amount of the vested Account which is distributable, and
         the reason for its being distributable. A Participant's Account will be
         distributed in cash; provided that the Participant may demand to
         receive his or her Stock Bonus Plan Account in shares of Qualifying
         Employer Securities. Cash always will be distributed in lieu of
         fractional shares of Qualifying Employer Securities.

[b]      Distribution Upon Retirement or Total Disability: If a Participant's
         Account becomes distributable upon his or her Termination of Employment
         with the Employer because such Participant has attained Normal
         Retirement Age or because of his or her Total Disability, the Trustee
         will distribute to the Participant his or her vested Account balance in
         a lump sum within a reasonable time after the close of the month (or
         earlier, if administratively feasible) in which occurs the latest of:
         [1] the date the Participant provides his or her consent to the
         distribution, if necessary; or [2] in the case of a distribution for
         which Participant consent is not required, when the time period set by
         the Committee for making an eligible rollover distribution election
         expires. If the Participant dies before receiving his or her vested
         Account, the remaining Account balance will be paid to his or her
         Beneficiary under this Section.



                                     -25-           
<PAGE>   28




[c]      Distribution Upon Death: If a Participant's Account becomes
         distributable because of his or her death, the Trustee shall distribute
         to the Participant's Beneficiary the Participant's total vested Account
         balance in a lump sum within a reasonable time after the close of the
         month (or earlier, if administratively feasible) in which occurs the
         latest of: [1] the date the Beneficiary provides his or her consent to
         the distribution, if necessary; [2] in the case of a distribution for
         which consent is not required and which is an eligible rollover
         distribution, when the time period set by the Committee for making an
         eligible rollover distribution election expires, or [3] in the case of
         a distribution for which consent is not required and which is not an
         eligible rollover distribution, the date all documentation relating to
         the Participant's death is received and processed by the Committee. If
         the Beneficiary dies before receiving the Participant's vested Account,
         the Account balance shall be paid to the contingent Beneficiary, if
         any. If the Participant has not designated a Beneficiary, or if the
         Participant has designated a Beneficiary who dies and the Participant
         has not designated a contingent Beneficiary, the Participant's vested
         Account will be paid in a lump sum under Section 6.2.

[d]      Distribution Upon Other Termination of Employment: If a Participant's
         Account becomes distributable upon his or her Termination of Employment
         for any reason other than retirement, disability, or death, the Trustee
         will distribute to the Participant his or her vested Account balance in
         a lump sum within a reasonable time after the close of the month (or
         earlier, if administratively feasible) in which occurs the latest of:
         [1] the date the Participant provides his or her consent to the
         distribution, if necessary; or [2] in the case of a distribution for
         which Participant consent is not required, when the time period set by
         the Committee for making an eligible rollover distribution election
         expires. If the Participant dies before receiving his or her vested
         Account, the remaining Account balance will be paid to his or her
         Beneficiary under this Section.

[e]      Cash-Out Distributions of Small Accounts: No amount (taking into
         consideration both Employer and Employee contributions) may be
         distributed to a Participant prior to Normal Retirement Age (or age 62,
         if later) unless the amount is distributed in a lump sum of $5,000 or
         less, or the Participant consents to the distribution. If, upon
         Termination of Employment for any reason, the Participant's vested
         Account is $5,000 or less, the Committee may direct the Trustee to
         distribute such amount in a lump sum in cash; provided that the
         Participant may demand to receive his or her Stock Bonus Plan Account
         in shares of Qualifying Employer Securities. Cash always will be
         distributed in lieu of fractional shares of Qualifying Employer
         Securities.


7.3      DISPOSITION OF FORFEITABLE ACCOUNT ON TERMINATION OF EMPLOYMENT:
If a Participant's employment is terminated for any reason prior to attainment
of Normal Retirement Age, death, or Total Disability, while any part of the
Participant's Account is forfeitable, then that portion of his or her Account
which is forfeitable shall be forfeited on the earlier of the date the
Participant receives a distribution of his or her Account or the date on which
the 


                                     -26-           
<PAGE>   29




Participant experiences five or more consecutive one-year Breaks in Service. Any
amount forfeited by a Participant shall be treated as provided in Section
4.2[b]. If any such Participant returns to the employment of the Employer and
has not incurred five or more consecutive one-year Breaks in Service, the
Employer shall restore to the Participant's Account out of its next contribution
the exact number of shares of Qualifying Employer Securities plus any other
amounts that the Participant forfeited, if the Participant repays the
distributed amount pursuant to Section 5.6.


7.4      ASSIGNMENT OF BENEFITS:

[a]      General Rules: Except as provided below, all amounts payable by the
         Trustee shall be paid only to the person entitled to them, and all such
         payments shall be paid directly to such person and not to any other
         person or corporation. Such payments shall not be subject to the claim
         of any creditor of a Participant, nor shall such payments be taken in
         execution by attachment or garnishment or by any other legal or
         equitable proceedings. No person shall have any right to alienate,
         anticipate, commute, pledge, encumber, or assign any payments or
         benefits which he may expect to receive, contingently or otherwise,
         under this Plan, except the right to designate a Beneficiary or
         beneficiaries; provided, that this Section shall not affect, restrict,
         or abridge any right of setoff or lien which the Trust may have by law.

[b]      Qualified Domestic Relations Orders: Paragraph [a] shall not apply with
         respect to payments in accordance with the requirements of a qualified
         domestic relations order. A qualified domestic relations order creates
         or recognizes the existence of an alternate payee's right to, or
         assigns to an alternate payee the right to, receive all or a portion of
         the benefits otherwise payable to a Participant under the Plan. A
         domestic relations order means any judgment, decree, or order
         (including approval of a property settlement agreement) that relates to
         the provision of child support, alimony payments, or marital property
         rights to a spouse, former spouse, child, or other dependent of a
         Participant, and is made pursuant to a state domestic relations law
         (including a community property law). To qualify, the domestic
         relations order must:

         [1]      clearly state the name and last known mailing address of the
                  Participant and the name and mailing address of each alternate
                  payee covered by the order;

         [2]      clearly state the amount or percentage of the Participant's
                  benefits to be paid by the Plan to each alternate payee, or
                  the manner in which the amount or percentage is to be
                  determined;

         [3]      clearly state the number of payments or period to which the 
                  order applies;

         [4]      identify each Plan to which the order applies;



                                     -27-           
<PAGE>   30




         [5]      not require the Plan to provide any type or form of benefits,
                  or any option, not otherwise provided under the Plan;

         [6]      not require the Plan to provide increased benefits (determined
                  on the basis of actuarial value); and

         [7]      not require the payment of benefits to an alternate payee that
                  are required to be paid to another alternate payee under
                  another order previously determined to be a qualified domestic
                  relations order.

         In the case of any distribution before a Participant has separated from
         service, a qualified domestic relations order shall not fail to meet
         the requirements of Section 7.4[b][5] solely because such order
         requires that payment of benefits be made to an alternate payee [A] on
         or after the date the Participant attains the earliest retirement age,
         [B] as if the Participant had retired on the date on which such payment
         is to begin under such order, and [C] in any form in which benefits may
         be paid under the Plan to the Participant (other than in the form of a
         qualified joint and survivor annuity with respect to the alternate
         payee and his subsequent spouse). Payment of benefits before
         Termination of Employment solely by reason of payments to an alternate
         payee under a qualified domestic relations order shall not be deemed to
         be a violation of Code Section 401(a) or (k). Notwithstanding any other
         provision of this Plan, payments to an alternate payee pursuant to a
         qualified domestic relations order may be made at any time prescribed
         by such order without violating the terms of this Plan or the Code.

[c]      Definitions:

         [1]      "Alternate payee" means any spouse, former spouse, child, or
                  other dependent of a Participant who is recognized by a
                  qualified domestic relations order as having a right to
                  receive all, or a portion of, the benefits payable under a
                  Plan with respect to such Participant.

         [2]      "Earliest retirement age" means the earliest of the date on
                  which the Participant's Account becomes distributable or the
                  date the Participant attains age 50.


7.5      MINIMUM REQUIRED DISTRIBUTIONS: Notwithstanding any other provisions 
of this Plan, the following distribution rules shall apply (unless a different
method of distribution applies under Section 242(b) of the Tax Equity and
Fiscal Responsibility Act of 1982):

[a]      Before Death: The entire Account of each Participant will be 
         distributed to him not later than the required beginning date.



                                      -28-
<PAGE>   31




[b]      After Death: If a Participant dies before distribution of the
         Participant's Account has been made, the total vested Account balance
         of the Participant shall be distributed within five years after the
         death of the Participant. If the designated Beneficiary is the
         surviving spouse of the Participant, the date on which the
         distributions are required shall not be earlier than the date on which
         the Participant would have attained age 70 1/2, and if the surviving
         spouse dies before the distribution to such spouse, distributions shall
         be made as if the surviving spouse were the Participant.

[c]      Required Beginning Date: Required beginning date means April 1 of the
         calendar year following the calendar year in which occurs the later of
         [1] the date the Participant attains age 70 1/2, or [2] the date the
         Participant retires from employment with the Employer. Notwithstanding
         the above, in the case of a 5% owner of the Employer, required
         beginning date means April 1 of the calendar year following the
         calendar year in which the Participant attains age 70 1/2.

[d]      Designated Beneficiary: Designated Beneficiary means any individual
         designated as a Beneficiary by the Participant.

[e]      Treatment Of Payments To Children: Under regulations prescribed by the
         Secretary of Treasury, any amount paid to a child shall be treated as
         if it had been paid to the surviving spouse if such amount will become
         payable to the surviving spouse upon such child reaching majority (or
         such other designated event permitted under regulations).

[f]      Spouse, Trust For Benefit Of Spouse, Or Estate As Beneficiary: If
         distribution prior to a Participant's death has not commenced and if
         the Participant designates his or her spouse, a trust for the benefit
         of his or her spouse, or the Participant's estate as his or her
         Beneficiary, the provisions of this paragraph shall apply (subject to
         the limitations in this Section):

         [1]      Spouse As Beneficiary: If a Participant designates his or her
                  spouse as his or her Beneficiary, upon the death of the
                  Participant the spouse shall receive the entire Account of the
                  Participant in a lump sum distribution.

         [2]      QTIP Trust As Beneficiary: If a Participant designates as his
                  or her Beneficiary a qualified terminable interest property
                  (QTIP) trust for the benefit of his or her spouse, upon the
                  death of the Participant the Trustee of the QTIP trust shall
                  receive the entire Account of the Participant in a lump sum
                  distribution.

         [3]      General Power Of Appointment Trust As Beneficiary: If the
                  Participant designates as his or her Beneficiary a trust over
                  which the Participants' spouse has a general power of
                  appointment, upon the death of the Participant the spouse
                  shall receive the entire Account of the Participant in a lump
                  sum distribution.


                                     -29-           
<PAGE>   32




         [4]      Estate As Beneficiary: If the Participant designates his or
                  her estate as his or her Beneficiary with a specific bequest
                  of his income in respect of decedent to his or her spouse,
                  upon the death of the Participant the personal representative
                  of the Participant (or the successor of the personal
                  representative) shall receive the entire Account of the
                  Participant in a lump sum distribution.

7.6      WITHDRAWALS:

[a]      Employer Contributions: A Participant may withdraw all or any part of
         his or her Account attributable to Employer contributions, including
         any earnings, losses, and changes in fair market value of such
         contributions, upon attaining age 59 1/2, but only if the Participant
         is 100% vested in his or her total Account balance. Such withdrawal
         upon attaining age 59 1/2 may be made only once in each Plan Year and
         such withdrawal upon age 59 1/2 may be made without any suspension of
         Plan participation as a result of such withdrawal.

[b]      Voluntary After-Tax Contributions: A Participant may request withdrawal
         of all or any part of his or her Account attributable to voluntary
         after-tax contributions. Such withdrawal requests will be processed
         monthly and the requested amount will be distributed within a
         reasonable period of time after the end of the month in which the
         Participant requests the withdrawal. In the event the withdrawal is a
         result of a serious financial hardship, as defined in Section 7.6[c][1]
         below, the Plan Committee, in its discretion, may process such
         withdrawal request bi-weekly, in which event the requested amount will
         be distributed within a reasonable period of time after the request is
         processed. A Participant who has not attained age 59 1/2and who makes
         withdrawal of any portion of his or her voluntary after-tax
         contributions under this paragraph [b], including any hardship
         withdrawal, may not again contribute to the Trust Fund under Section
         4.1 until the first payroll period commencing six months after the
         withdrawal is made, but such Participant shall receive an allocation of
         Employer contributions for the payroll period in which occurs the
         withdrawal date. Effective May 1, 1998, the six-month suspension period
         in the preceding sentence will be reduced to three months. Any expenses
         attributable to any withdrawal under this Section 7.6[b] may be charged
         to the Account of the Participant requesting the withdrawal. Vested
         benefits under the Plan may not be forfeited because a Participant
         withdraws his or her voluntary after-tax contributions.

[c]      Salary Reductions:  Salary reduction contributions may be withdrawn 
         in the following circumstances:

         [1]      A Participant may withdraw his or her salary reduction
                  contributions to this Plan, excluding any earnings on such
                  contributions, upon serious financial hardship. Serious
                  financial hardship means an immediate and heavy financial need
                  of the Participant on account of medical expenses of the
                  Participant or the Participant's dependents, the purchase of
                  the Participant's principal residence, the prevention of the
                  eviction of the Participant from his or her principal
                  residence, the prevention of



                                     -30-           
<PAGE>   33




                  the foreclosure on the mortgage on the Participant's principal
                  residence (excluding normal mortgage payments), the payment of
                  the next twelve months of post-secondary tuition and related
                  educational expenses (including room and board) for the
                  Participant or the Participant's dependents, or the occurrence
                  of any other event deemed by the Secretary of the Treasury to
                  create an immediate and heavy financial need under Income Tax
                  Regulation Section 1.401(k)-1(d)(2)(iv)(C). No other event
                  shall be considered a serious financial hardship under the
                  terms of the Plan. A hardship distribution cannot exceed the
                  amount required to meet the immediate financial need and
                  cannot be reasonably available to the Participant from other
                  resources, including insurance reimbursement, reasonable asset
                  liquidation, cessation of Participant contributions to this
                  Plan, or borrowing from commercial sources on reasonable
                  terms. The Company adopts the deemed hardship standards of
                  Income Tax Regulation Sections 1.401(k)-1(d)(2)(iv), as
                  described above, as the sole means of hardship withdrawal of
                  salary reduction contributions. If the Plan Committee
                  determines in accordance with a uniform and nondiscriminatory
                  policy that serious financial hardship exists, it may direct
                  the Trustee to distribute the amount requested to the
                  Participant. A Participant who makes a hardship withdrawal
                  under this Section may not contribute to the Trust Fund under
                  Section 4.1 until the first calendar quarter commencing twelve
                  months after such hardship withdrawal, but shall receive an
                  allocation of Employer contributions for the payroll period in
                  which occurs the withdrawal date. A Participant who makes a
                  hardship withdrawal in a Plan Year under this Section may not
                  make salary reduction contributions in the next succeeding
                  year in excess of the maximum deferral amounts provided in
                  Section 4.11[a] less the salary reductions made in the year of
                  the hardship withdrawal. Any expenses attributable to the
                  hardship withdrawal may be charged to the Account of the
                  Participant requesting the withdrawal.

         [2]      A Participant may withdraw all or any part of his or her
                  salary reduction contributions, including any earnings,
                  losses, and changes in fair market value of such
                  contributions, upon attaining age 59 1/2, but only if the
                  Participant is 100% vested in his or her total Account
                  balance. Such withdrawal requests upon attaining age 59
                  1/2will be processed monthly and the requested amount will be
                  distributed within a reasonable period of time after the end
                  of the month in which the Participant requests the withdrawal.
                  A withdrawal upon attaining age 59 1/2may be made only once in
                  each Plan Year and such withdrawal upon age 59 1/2may be made
                  without any suspension of Plan participation as a result of
                  such withdrawal.

[d]      Withdrawals From Other Plans: To the extent required by law, any
         withdrawal from any Plan maintained by any Company which is a member of
         a group of corporations or trades or businesses under common control
         with the Company will be deemed to be a withdrawal from this Plan for
         purposes of applying the withdrawal limitations and suspension of Plan
         participation provisions of this Section 7.6. Common control will be
         determined pursuant to Code Section 414(b) and the regulations
         thereunder.


                                     -31-           
<PAGE>   34




[e]      Rollovers: A Participant may request a lump-sum withdrawal of all
         amounts rolled over to this Plan from another qualified plan, including
         any earnings thereon. Such withdrawal request will be processed monthly
         and the requested amount will be distributed within a reasonable period
         of time after the end of the month in which the Participant requests
         the withdrawal. A withdrawal of rollover contributions under this
         Section will not result in any suspension of participation in this
         Plan.

[f]      Form of Withdrawal: Withdrawals under this Section 7.6 will be made in
         cash, and such cash will be obtained by liquidating, on a pro rata
         basis and to the extent necessary to cover the requested withdrawal
         amount, each investment fund in which the Participant's Account is
         invested on the date the withdrawal request is processed. However, the
         Participant may demand that the requested withdrawal amount be made in
         the form of Qualifying Employer Securities to the extent such requested
         withdrawal amount is attributable to the Participant's Stock Bonus Plan
         Account.

[g]      Participants Ineligible for Total Distribution May Request Withdrawal:
In the event a Participant has terminated employment with the Company
(including but not limited to Participants who are not eligible to receive a
distribution from the Plan because the Participant has not "separated from
service" or because of the restrictions on distributions under Code Section
401(k)(10)), such Participant will be eligible to request any distribution
under this Section 7.6 as if such Participant still were employed by the
Company.


7.7      OPTIONAL FORMS OF BENEFITS FOR TRANSFERRED PENSION ASSETS:
Notwithstanding any provision of this Plan to the contrary, to the extent that
any optional form of benefit under this Plan permits a distribution prior to the
employee's retirement, death, disability, or severance from employment, or prior
to Plan termination, the optional form of benefit is not available with respect
to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of Code
Section 414(1), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).


7.8      ELIGIBLE ROLLOVER DISTRIBUTIONS:

[a]      General Rule: Notwithstanding any provision of the Plan to the contrary
         that otherwise would limit a Participant's distribution election under
         this Article, a Participant may elect, at the time and in the manner
         prescribed by the Plan Committee, to have any portion of an eligible
         rollover distribution paid directly to an eligible retirement Plan
         specified by the Participant in a direct rollover.

[b]      Limitations on Direct Rollover Distributions: This Plan will not be
         required to make, but the Committee in its discretion may permit, any
         direct rollover distribution if the total amount


                                     -32-           
<PAGE>   35




         to be distributed to the Participant during the Plan Year is less than
         $200. If the amount of the distribution is $500 or less, any direct
         rollover distribution must consist of the entire distribution amount.
         The Participant may elect only one eligible retirement Plan to which a
         direct rollover distribution will be made.

[c]      Definitions:

         [1]      An "eligible rollover distribution" is any distribution of all
                  or any portion of the balance to the credit of the
                  Participant, except that an eligible rollover distribution
                  does not include [A] any distribution that is one of a series
                  of substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated Beneficiary,
                  or for a specified period of ten years or more; [B] any
                  distribution to the extent such distribution is required under
                  Code Section 401(a)(9); and [C] the portion of any
                  distribution that is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to Employer securities).

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

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

         [4]      A "direct rollover" is a payment by the Plan to the eligible
                  retirement plan specified by the distributee.


7.9      RESTRICTIONS ON DISTRIBUTIONS OR WITHDRAWALS OF ELECTIVE DEFERRAL
CONTRIBUTIONS: Notwithstanding any other provision of this Plan, elective
deferrals, qualified non-elective contributions, qualified matching
contributions, and income allocable to each are not distributable to a
Participant or Beneficiary, in accordance with such Participant's or Beneficiary
or beneficiaries' election, earlier than upon separation from service, death, or
disability. Such amounts may also be distributed upon:



                                     -33-           
<PAGE>   36




[a]      Termination of the Plan without the establishment or maintenance of 
         another defined contribution plan;

[b]      The disposition by a company that is a corporation to an unrelated
         corporation of substantially all of the assets (within the meaning of
         Code Section 409(d)(2)) used in a trade or business of such corporation
         if such corporation continues to maintain this Plan after the
         disposition, but only with respect to Employees who continue employment
         with the corporation acquiring such assets;

[c]      The disposition by a company that is a corporation to an unrelated
         entity of such corporation's interest in a subsidiary (within the
         meaning of Code Section 409(d)(3)) if such corporation continues to
         maintain this Plan, but only with respect to Employees who continue
         employment with such subsidiary;

[d]      The attainment of age 59-1/2; or

[e]      The hardship of the Participant as provided in Section 7.6[c][1].

An Employee who does not experience a separation from service from an Employer
because of the application of the "same desk rule," as such rule is promulgated
by the IRS in rulings and releases, will be treated as having separated from
service upon any later job promotion, demotion, reclassification, transfer, or
reassignment if such promotion, demotion, reclassification, transfer, or
reassignment would have been treated as a separation from service when the
Employee first was subject to the same desk rule.





                                     -34-           
<PAGE>   37




                                  ARTICLE VIII

                ANNUAL ADDITIONS LIMITATIONS AND TOP HEAVY RULES


8.1      DEFINITIONS FOR ANNUAL ADDITIONS RULES: For purposes of Sections 8.1 
through 8.4, the following terms will be defined as follows:

[a]      "Annual Addition" means the sum of the Company contributions,
         forfeitures, and Participant contributions allocated to a Participant's
         Account during any Limitation Year. Amounts allocated to an individual
         medical account, as defined in Code Section 415(l)(2), that is part of
         a pension or annuity plan maintained by the Company will be treated as
         an annual addition to a defined contribution plan. Amounts attributable
         to post-retirement medical benefits that are allocated to the separate
         account of a Key Employee, as defined in Code Section 419A(d)(3), under
         a welfare benefit fund, as defined in Code Section 419(e), maintained
         by the Company will be treated as an annual addition to a defined
         contribution plan. Annual additions will not include a direct transfer
         or any contribution made by a Participant that qualifies under law as a
         rollover contribution.

[b]      "Company," for purposes of this Article, means the Company that adopts
         this Plan, and all members of a controlled group of corporations (as
         defined in Code Section 414(b) as modified by Code Section 415(h)), all
         commonly controlled trades or businesses (as defined in Code Section
         414(c) as modified by Code Section 415(h)), and all affiliated service
         groups (as defined in Code Section 414(m)), in which the adopting
         Company is a member, and any other entity required to be aggregated
         with the Company pursuant to Code Section 414(o) and the final
         regulations thereunder.

[c]      "Compensation," for purposes of limiting annual additions and combined
         benefits and contributions under this Article, means compensation, as
         defined in subparagraphs [1], [2], [3], or [4] below, as determined by
         the Company in its discretion.

         [1]      Compensation means a Participant's wages, salaries, fees for
                  professional services, and other amounts received (without
                  regard to whether an amount is paid in cash) for personal
                  services actually rendered in the course of employment with
                  the Company to the extent that the amounts are includible in
                  gross income including, but not limited to, commissions paid
                  salesmen, compensation for services on the basis of a
                  percentage of profits, commissions on insurance premiums,
                  tips, bonuses, fringe benefits, reimbursements, expense
                  allowances, and cash received upon the exercise of a stock
                  appreciation right. Compensation also will include [A] amounts
                  paid or reimbursed by the Company for moving expenses incurred
                  by the Employee, but only to the extent that these amounts are
                  not deductible by the Employee under Code Section 217; [B]
                  amounts described in Code Sections 104(a)(3), 105(a) and
                  105(h), but only to the extent that these amounts are
                  includible in the Employee's gross


                                     -35-           
<PAGE>   38




                  income; and [C] amounts includible in the income of the
                  Employee as a result of the grant of a non-qualified stock
                  option to the Employee or as a result of the Employee making
                  an election described in Code Section 83(b). Compensation will
                  not include [i] Company contributions to a deferred
                  compensation plan that are not includible in the Employee's
                  gross income in the year in which contributed; [ii] Company
                  contributions to a simplified employee pension plan described
                  under Code Section 408(k) to the extent such contributions are
                  deductible by the Employee; [iii] any distributions from a
                  deferred compensation plan other than amounts received from an
                  unfunded nonqualified plan; [iv] amounts realized from the
                  exercise of a nonqualified stock option or when restricted
                  stock (or property) held by the Employee either becomes freely
                  transferable or is no longer subject to substantial risk of
                  forfeiture; [v] amounts realized from the sale, exchange, or
                  other disposition of stock acquired under a qualified stock
                  option; or [vi] other amounts that receive special tax
                  benefits, or Company contributions to purchase an annuity
                  contract described in Code Section 403(b), whether or not
                  under a salary reduction agreement and whether or not the
                  amounts actually are excludible from the gross income of the
                  Employee. For purposes of this Article, compensation for a
                  Limitation Year includes only the compensation that actually
                  is paid to the Participant during the Limitation Year and
                  compensation that is includible in the Participant's gross
                  income during the Limitation Year.

         [2]      Compensation means wages, as defined in Code Section 3121(a)
                  for purposes of calculating social security taxes but
                  determined without regard to [A] the wage base limitation in
                  Code Section 3121(a)(1); [B] the special rules in Code Section
                  3121(v) applicable to certain elective contributions and
                  nonqualified deferred compensation; [C] any rules that limit
                  covered employment based on the type or location of an
                  employee's employer; and [D] any rules that limit the
                  remuneration included in wages based on familial relationship
                  or based on the nature or location of the employment or the
                  services performed (such as the exceptions to the definition
                  of employment in Code Sections 3121(b)(1) through (20)).

         [3]      Compensation means wages, as defined in Code Section 3401(a)
                  for purposes of income tax withholding at the source but
                  determined without regard to any rules that limit the
                  remuneration included in wages based on the nature or location
                  of the employment or the services performed (such as the
                  exception for agricultural labor in Code Section 3401(a)(2)).

         [4]      Any other definition of compensation determined to satisfy
                  Code Section 415(c)(3) by the Secretary of the Treasury.

[d]      "Limitation Year" means the Plan Year.



                                     -36-           
<PAGE>   39




8.2      LIMITATION ON ANNUAL ADDITION: If the annual addition to the account 
of any Participant attributable to all defined contribution plans (including
money purchase pension plans, profit-sharing plans, and welfare benefit funds
of the Company), would exceed the lesser of [a] $30,000 (as adjusted for cost
of living increases by the Secretary of the Treasury as of each January 1 for
any Limitation Year ending during such calendar year), or [b] 25% of such
Participant's compensation, the excess amount will be disposed of as follows:

         [1]      Any nondeductible voluntary employee contributions under any
                  plan maintained by the Company, to the extent that the return
                  would reduce the excess amount, will be returned to the
                  Participant.

         [2]      Any employee elective deferral contributions under Code
                  Section 401(k) under any plan maintained by the Company, to
                  the extent that the return would reduce the excess amount,
                  will be returned to the Participant.

         [3]      If an excess amount still exists after the application of
                  paragraph [1] and the Participant is still a Plan Participant
                  at the end of the Limitation Year, the amount of any such
                  excess will be used to reduce the Company contributions
                  (including any allocation of forfeitures) for such Participant
                  in the next Limitation Year and in each succeeding Limitation
                  Year, if necessary.

         [4]      If an excess amount still exists after the application of
                  paragraph [1] and the Participant is not a Plan Participant at
                  the end of the Limitation Year, any excess amount will be
                  allocated to a suspense account and the suspense account will
                  be used to reduce Company contributions for all remaining Plan
                  Participants in the next Limitation Year and for each
                  succeeding Limitation Year, as necessary. If a suspense
                  account exists for any Limitation Year, all amounts in such
                  suspense account must be allocated and reallocated to the
                  Participants' Accounts before any Company or Participant
                  contributions may be made to the Plan for that Limitation
                  Year. Excess amounts may not be distributed to Participants or
                  former Participants. If a suspense account is in existence at
                  any time during the Limitation Year pursuant to this paragraph
                  [3], such suspense account will not share in the allocation of
                  the gains and losses of the Trust Fund. In the event of a Plan
                  termination, the balance of such suspense account will be
                  returned to the Company.

8.3      LIMITATION ON COMBINED BENEFITS AND CONTRIBUTIONS OF ALL DEFINED
CONTRIBUTION PLANS: This Section applies if, in addition to this Plan, the
Participant is covered under another defined contribution plan maintained by the
Company, a welfare benefit fund, as defined in Code Section 419(e), maintained
by the Company, or an individual medical account, as defined in Code Section
415(1)(2), maintained by the Company, that provides an annual addition during
any Limitation Year. The annual additions that may be credited to a
Participant's Account under this Plan for any such Limitation Year will not
exceed the limitation described in Section 8.2 reduced by the annual additions
credited to a Participant's account under the other defined


                                     -37-           
<PAGE>   40


contribution plans and welfare benefit funds for the same Limitation Year. If
the annual additions with respect to the Participant under other defined
contribution plans and welfare benefit funds maintained by the Company are less
than the limitation described in Section 8.2 and the Company contribution that
would otherwise be contributed or allocated to the Participant's Account under
this Plan would cause the annual additions for the Limitation Year to exceed
this limitation, the amount contributed or allocated will be reduced so that the
annual additions under all such plans and funds for the Limitation Year will
equal the limitation described in Section 8.2. If the annual additions with
respect to the Participant under such other defined contribution plans and
welfare benefit funds in the aggregate are equal to or greater than the
limitation described in Section 8.2, the Company will specify the plan or plans
to which the contribution will be reduced. If a Participant's annual additions
under this Plan and such other plans would result in an excess amount for a
Limitation Year, the excess amount will be deemed to consist of the annual
additions last allocated, except that annual additions attributable to a welfare
benefit fund or an individual medical account will be deemed to have been
allocated first regardless of the actual Allocation Date. If an excess amount is
allocated to a Participant on an Allocation Date of this Plan that coincides
with an Allocation Date of another plan, the excess amount attributed to this
Plan will be the product of the total excess amount allocated as of such date
multiplied by a fraction, the numerator of which is the annual additions
allocated to the Participant for the Limitation Year as of such date under this
Plan and the denominator of which is the total annual additions allocated on the
Participant's behalf for the Limitation Year as of such date under this and all
the other defined contribution plans. Any excess amount attributed to this Plan
will be disposed of in the manner described in Section 8.2.

8.4      LIMITATION ON COMBINED BENEFITS AND CONTRIBUTIONS OF ALL DEFINED 
BENEFIT AND DEFINED CONTRIBUTION PLANS OF THE COMPANY: If the Company maintains
or has ever maintained a defined benefit plan covering any Employee who also is
a Participant in this Plan, then the sum of the defined benefit plan fraction
and the defined contribution plan fraction (both as prescribed by law and as
defined below) for such Employee for such year will not exceed 1.0 in any
Limitation Year. In any Limitation Year, if the sum of the defined benefit plan
fraction and the defined contribution plan fraction on behalf of a Participant
does exceed 1.0, the Company's contribution on behalf of such Participant to
this Employees' Stock Ownership Plan and Trust will be reduced to the extent
necessary to prevent the sum of the defined contribution plan fraction and the
defined benefit plan fraction from exceeding 1.0.

[a]      Defined Benefit Plan Fraction: The defined benefit plan fraction is a
         fraction, the numerator of which is the projected annual benefit of the
         Participant under all defined benefit plans of the Company (whether or
         not terminated) and the denominator of which is the lesser of [1] the
         product of 1.25 times the maximum benefit dollar limitation determined
         for the Limitation Year under Code Sections 415(b) and (d); or [2] the
         product of 1.4 times 100% of the Participant's average Compensation for
         his or her high three consecutive calendar years, including any
         adjustments under Code Section 415(b).

         The projected annual benefit is the annual retirement benefit (adjusted
         to an actuarially equivalent straight life annuity if such benefit is
         expressed in a form other than a straight life



                                     -38-           
<PAGE>   41




         annuity) to which the Participant would be entitled under the terms of
         the plan at Normal Retirement Age assuming that the Participant will
         continue employment until Normal Retirement Age under the plan (or, if
         later, using the Participant's current age) and further assuming that
         the Participant's Compensation for the current Limitation Year and all
         other relevant factors used to determine benefits under the plan will
         remain constant for all future Limitation Years.

[b]      Defined Contribution Plan Fraction: The defined contribution plan
         fraction is a fraction, the numerator of which is the sum of the annual
         additions to the Participant's Account under all defined contribution
         plans (whether or not terminated) maintained by the Company for the
         current and all prior Limitation Years (including the annual additions
         attributable to the Participant's nondeductible employee contributions
         to all defined benefit plans, whether or not terminated, maintained by
         the Company, and the annual additions attributable to all welfare
         benefit funds, as defined in Code Section 419(e), and individual
         medical accounts, as defined in Code Section 415(l)(2), maintained by
         the Company), and the denominator of which is the sum of the lesser of
         the following amounts determined for such year and for each prior
         Limitation Year of Service with the Company: [1] the product of 1.25
         times the dollar limitation determined under Code Sections 415(b) and
         (d) in effect under Code Section 415(c)(1)(A) for the Limitation Year;
         or [2] 35% of the Participant's Compensation for the Limitation Year.

8.5      TOP HEAVY RULES:  For any year in which the Plan is top heavy, as 
determined under Code Section 416, the provisions of Sections 8.5 through 8.7 
shall apply

[a]      If the Company maintains one or more defined contribution plans
         (including any simplified employee pension plan) and the Company has
         not maintained any defined benefit plan that, during the five-year
         period ending on the Determination Date, has or has had accrued
         benefits, the top heavy ratio for this Plan alone (or for the required
         or permissive aggregation group, as appropriate) is a fraction, the
         numerator of which is the sum of the Account balances of all Key
         Employees as of the Determination Date (including any part of any
         Account balance distributed in the five-year period ending on the
         Determination Date), and the denominator of which is the sum of all
         Account balances (including any part of any Account balance distributed
         in the five-year period ending on the Determination Date), both
         computed in accordance with Code Section 416 and the regulations
         thereunder. Both the numerator and the denominator of the top heavy
         ratio will be increased to reflect any contribution not actually made
         as of the Determination Date, but which is required to be taken into
         account on that date under Code Section 416 and the regulations
         thereunder.

[b]      If the Company maintains one or more defined contribution plans
         (including any simplified employee pension plan) and the Company
         maintains or has maintained one or more defined benefit plans that
         during the five-year period ending on the Determination Date has or has
         had any accrued benefits, the top heavy ratio for any required or
         permissive aggregation group, as appropriate, is a fraction, the
         numerator of which is the sum of Account balances



                                     -39-           
<PAGE>   42




         under the aggregated defined contribution plan or plans for all Key
         Employees, determined in accordance with [a] above, plus the present
         value of accrued benefits under the aggregated defined benefit plan or
         plans for all Key Employees as of the Determination Date, and the
         denominator of which is the sum of the Account balances under the
         aggregated defined contribution plan or plans for all Participants,
         determined in accordance with [a] above, plus the present value of
         accrued benefits under the defined benefit plan or plans for all
         Participants as of the Determination Date, all determined in accordance
         with Code Section 416 and the regulations thereunder. The accrued
         benefits under a defined benefit plan in both the numerator and the
         denominator of the top heavy ratio will be increased for any distribu
         tion of an accrued benefit made in the five-year period ending on the
         Determination Date.

[c]      For purposes of paragraphs [a] and [b] above, the value of Account
         balances and the present value of accrued benefits will be determined
         as of the most recent Valuation Date that falls within or ends with the
         12-month period ending on the Determination Date for the first and
         second Plan Years of a defined benefit plan, except as provided in Code
         Section 416. The account balances and accrued benefits of a Participant
         [1] who is not a Key Employee but who was a Key Employee in a prior
         year, or [2] who has not been credited with at least one Hour of
         Service with any Company maintaining the Plan at any time during the
         five-year period ending on the Determination Date, will be disregarded.
         The calculation of the top heavy ratio, and the extent to which
         distributions, rollovers, and transfers are taken into account, will be
         made in accordance with Code Section 416. Deductible employee contri
         butions will not be taken into account for purposes of computing the
         top heavy ratio. When aggregating plans, the value of account balances
         and accrued benefits will be calculated with reference to the
         Determination Dates that fall within the same calendar year.

         The accrued benefit of a Participant other than a Key Employee will be
         determined under [A] the method, if any, that uniformly applies for
         accrual purposes under all defined benefit plans maintained by the
         Company, or [B] if there is no such method, as if such benefit accrued
         not more rapidly than the slowest accrual rate permitted under the
         fractional rule of Code Section 411(b)(1)(C).

8.6      TOP HEAVY DEFINITIONS:

[a]      "Permissive Aggregation Group" means the required aggregation group of
         plans plus any other plan or plans of the Company that, when considered
         as a group with the required aggregation group, would continue to
         satisfy the requirements of Code Sections 401(a)(4) and 410.

[b]      "Required Aggregation Group" means [1] each qualified plan of the
         Company in which at least one Key Employee participates or participated
         at any time during the Plan Year or any of the four preceding Plan
         Years (regardless of whether the plan has terminated), and [2] any



                                     -40-           
<PAGE>   43


         other qualified plan of the Company that enables a plan described in
         [1] to meet the requirements of Code Sections 401(a)(4) or 410.

[c]      Determination Date" for any Plan Year subsequent to the first Plan Year
         means the last day of the preceding Plan Year. For the first Plan Year
         of the Plan, "Determination Date" means the last day of that year.

[d]      "Valuation Date," for purposes of computing the top heavy ratio, means
         the date or dates designated in Article V.

[e]      "Present Value" means the present value of a Participant's interest
         determined in accordance with the interest and mortality assumptions
         specified in the defined benefit plan of the Company, if any.

[f]      "Compensation," for purposes of this Article, means compensation as
         defined in Section 8.1[c], up to the limit under Code Section
         401(a)(17).

[g]      "Key Employee" means any Employee or former Employee (or Beneficiary of
         either) who, at any time during the Plan Year or any of the four
         preceding Plan Years, is or was:

         [1]      An officer of the Company if the officer's compensation
                  exceeds 50% of the dollar limitation in effect under Code
                  Section 415(b)(1)(A);

         [2]      One of the ten Employees owning, or considered to own under
                  Code Section 318, the largest interests in the Company if the
                  individual's compensation exceeds 100% of the dollar
                  limitation in effect under Code Section 415(c)(1)(A);

         [3]      A five percent owner of the Company; or

         [4]      A one percent owner of the Company having annual compensation
                  from the Company of more than $150,000.

For purposes of this paragraph, annual compensation means compensation as
defined in Code Section 415(c)(3), including amounts contributed by the Company
pursuant to a salary reduction agreement that are excluded from the Employee's
gross income under Code Section 125, 402(a)(8), 402(h), or 403(b).

For purposes of paragraph [1], no more than 50 Employees (or, if fewer, the
greater of three Employees or ten percent of the Employees) will be treated as
officers. For purposes of paragraph [2], if two Employees have the same interest
in the Company, the Employee having the greater annual compensation from the
Company will be treated as having the larger interest in the Company. The
determination of who is a Key Employee will be made in accordance with Code
Section 416(i)(1). Non-Key Employee means any Employee who is not a Key
Employee.



                                     -41-           
<PAGE>   44




8.7      TOP HEAVY MINIMUM CONTRIBUTIONS: Notwithstanding any other provision 
in the Company's Plan, for any Plan Year in which the Plan is top heavy and in
which the Company maintains no defined benefit plan which designates this Plan
to satisfy Code Section 416, the aggregate Company contributions and
forfeitures allocated on behalf of any Participant (without regard to any
integration feature) under this Plan and any other defined contribution plan of
the Company will be the lesser of:

[a]      Three percent of such Participant's compensation; or

[b]      The largest percentage of Company contributions and forfeitures, as a
         percentage of Compensation (as limited by Code Section 401(a)(17)),
         allocated on behalf of any Key Employee for such year.

         Elective deferrals and Company matching contributions used in the
         actual contribution percentage test may not be used to satisfy the
         minimum contribution required under Code Section 416. If, in any
         top-heavy year, the highest percentage of Company contributions and
         forfeitures allocated to any Key Employee is less than three percent,
         amounts allocated as a result of any Key Employee's elective deferrals
         must be included in determining the Company contribution made on behalf
         of such Key Employees. Each Participant who is employed by the Company
         on the last day of the Plan Year will be entitled to receive an
         allocation of the Company's minimum contribution for such Plan Year.
         The minimum allocation applies even though under other Plan provisions
         the Participant would not otherwise be entitled to receive an
         allocation, or would have received a lesser allocation for the year
         because the Participant fails to make mandatory contributions to the
         Plan, the Participant's compensation is less than a stated amount, or
         the Participant fails to complete 1,000 Hours of Service during the
         Plan Year. If the Company maintains this Plan and any other qualified
         defined contribution plan, the contribution described above will be
         provided under the other defined contribution plan maintained by the
         Company. If the Company maintains a qualified defined benefit plan in
         which any Participant in this Plan participates and if the Code Section
         416 minimum contribution requirements are to be provided under this
         Plan, for any Plan Year in which the Plan is Top Heavy the aggregate
         Company contributions and forfeitures allocated on behalf of any
         Participant who is not a Key Employee will be at least five percent of
         such Participant's compensation.



                                     -42-           
<PAGE>   45


                                   ARTICLE IX

                              FIDUCIARY OBLIGATIONS


9.1      GENERAL FIDUCIARY DUTIES: A Fiduciary shall discharge his or her duties
under the Plan solely in the interest of the Participants and the beneficiaries
and for the exclusive purpose of providing benefits to Participants and to their
beneficiaries and defraying reasonable expenses of administering the Plan. All
fiduciaries shall act with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims. Except as authorized by regulations of the
Secretary of Labor, no Fiduciary may maintain the indicia of ownership of any
assets of the Plan outside the jurisdiction of the district courts of the United
States. A Fiduciary shall act in accordance with the documents and instruments
governing the Plan to the extent such documents and instruments are consistent
with the requirements of law.


9.2      ALLOCATION OF FIDUCIARY RESPONSIBILITY: A Named Fiduciary may designate
persons other than named fiduciaries to carry out Fiduciary responsibilities
(other than Trustee responsibilities) under the Plan.


9.3      LIABILITY OF FIDUCIARIES:

[a]      Extent Of Liability: A Fiduciary who breaches any of the
         responsibilities, obligations, or duties imposed upon him or her by
         this Plan or by the requirements of law shall be personally liable only
         [1] to make good to the Plan any losses resulting from his or her
         breach [2] to restore to the Plan any profits the Fiduciary has made
         through the use of Plan assets for his or her personal Account, and [3]
         to pay those penalties prescribed by law arising from his or her
         breach. A Fiduciary shall be subject to such other equitable or
         remedial relief as a court of law may deem appropriate, including
         removal of the Fiduciary. A Fiduciary also may be removed for a
         violation of Section 9.8 (prohibition against certain persons holding
         certain positions). No Fiduciary shall be liable with respect to the
         breach of a Fiduciary duty if such breach was committed before he
         became a Fiduciary or after he ceased to be a Fiduciary.

[b]      Liability Of Fiduciary For Breach By Co-Fiduciary: A Fiduciary shall be
         liable for a breach of Fiduciary responsibility of another Fiduciary of
         this Plan, only if he [1] participates knowingly in, or knowingly
         undertakes to conceal, an act or omission of the other Fiduciary, and
         knows such act or omission by the other Fiduciary is a breach of the
         other Fiduciary's duties, [2] enables another Fiduciary to commit a
         breach, by his failure to comply with Section 9.1 in the administration
         of the specific responsibilities which give rise to his status 



                                     -43-           
<PAGE>   46


         as a Fiduciary, or [3] has knowledge of a breach of another Fiduciary
         and does not make reasonable efforts under the circumstances to remedy
         the breach.

[c]      Liability For Improper Delegation Of Fiduciary Responsibility: A Named
         Fiduciary who allocates any of his Fiduciary responsibilities to any
         person or designates any person to carry out any of his Fiduciary
         responsibilities shall be liable for the act or omission of such person
         in carrying out the responsibility only to the extent that the Named
         Fiduciary fails to satisfy his or her general Fiduciary duties of
         Section 9.1 with respect to the allocation or designation, with respect
         to the establishment or implementation of the procedure by which he
         allocates the responsibilities, or in continuing the allocation or
         designation. Nothing in this paragraph shall prevent a Named Fiduciary
         from being liable if he or she otherwise would be liable for an act or
         omission under paragraph [b].

[d]      Fiduciary To Whom Responsibilities Are Allocated: Any person who has
         been designated to carry out Fiduciary responsibilities under Section
         9.2 shall be liable for such responsibilities under this section to the
         same extent as any Named Fiduciary.

[e]      Liability Insurance And Indemnification: Nothing in this Plan shall
         preclude a Fiduciary from purchasing insurance to cover liability from
         and for his own Account. The Company may purchase insurance to cover
         potential liability of those persons who serve in a Fiduciary capacity
         with regard to the Plan or may indemnify a Fiduciary against liability
         and expenses reasonably incurred by him in connection with any action
         to which such Fiduciary may be made a party by reason of his being or
         having been a Fiduciary.


9.4      PROHIBITED TRANSACTIONS: No Fiduciary shall cause the Plan to engage 
in a transaction if the Fiduciary knows or should know that the transaction
constitutes a prohibited transaction under law. No disqualified person under
law (other than a Fiduciary acting only as such) shall engage in a prohibited
transaction as prescribed by law.


9.5      RECEIPTS OF BENEFITS BY FIDUCIARIES: Nothing shall prohibit any 
Fiduciary from receiving any benefit to which he may be entitled as a
Participant or Beneficiary in the Plan, if such benefit is computed and paid on
a basis which is consistent with the terms of the Plan as applied to all other
Participants and beneficiaries. The determination of any matters affecting the
payment of benefits to any Fiduciary other than the Plan Committee shall be
determined by the Plan Committee. If the Plan Committee is an individual, the
determination of any matters affecting the payment of benefits to the Plan
Committee shall be made by a temporary Plan Committee who shall be appointed by
the Board of Directors for such purpose. If the Plan Committee is a group of
individuals, the determination of any matters affecting the payment of benefits
to any individual Plan Committee member shall be made by the remaining Plan
Committee members without the vote of such individual Plan Committee member. If
the remaining Plan Committee members are unable to 



                                     -44-           
<PAGE>   47


agree on any matter affecting the payment of such benefits, the Board of
Directors shall appoint a temporary Plan Committee to decide the matter.

9.6      COMPENSATION AND EXPENSES OF FIDUCIARIES:

[a]      General Rules: A Fiduciary shall be entitled to receive any reasonable
         Compensation for services rendered or for the reimbursement of expenses
         properly and actually incurred in the performance of his duties under
         the Plan. However, no Fiduciary who already receives full- time pay
         from an Employer shall receive Compensation from the Plan, except for
         reimbursement of expenses properly and actually incurred. All
         Compensation and expenses shall be paid by the Plan, unless the
         Company, in its discretion, elects to pay all or any part of such
         Compensation and expenses. In its discretion, the Plan Committee may
         direct that all such Compensation and expenses be paid from forfeitures
         under the Plan or from general Plan assets.

[b]      Compensation of Plan Committee and Plan Administrator: A Plan
         Administrator who is not a full-time Employee of an Employer shall be
         entitled to such reasonable Compensation as the Plan Committee and the
         Plan Administrator mutually shall determine. A Plan Committee member
         who is not a full-time Employee of an Employer shall be entitled to
         such reasonable Compensation as the Company and the Plan Committee
         mutually shall determine. Any expenses properly and actually incurred
         by the Plan Committee or the Plan Administrator due to a request by a
         Participant shall be charged to the Account of the Participant on whose
         behalf such expenses are incurred.

[c]      Compensation Of Trustee: A Trustee who is not a full-time Employee of
         an Employer shall be entitled to such reasonable Compensation for its
         services as the Plan Committee and the Trustee mutually shall
         determine.

[d]      Compensation Of Persons Retained Or Employed By Named Fiduciary: The
         Compensation of all agents, counsel, or other persons retained or
         employed by a Named Fiduciary shall be determined by the Named
         Fiduciary employing such person, with the Plan Committee's approval,
         provided that a person who is a full-time Employee of an Employer shall
         receive no Compensation from the Plan.


9.7      SERVICE BY FIDUCIARIES AND DISQUALIFIED PERSONS: Nothing in this Plan 
shall prohibit anyone from serving as a Fiduciary in addition to being an
officer, Employee, agent, or other representative of a disqualified person as
defined in the Code.


9.8      PROHIBITION AGAINST CERTAIN PERSONS HOLDING CERTAIN POSITIONS:  No
person who has been convicted of a felony shall be permitted to serve as an
administrator, Fiduciary, 



                                     -45-           
<PAGE>   48


officer, Trustee, custodian, counsel, agent, or Employee of this Plan, or as a
consultant to this Plan, unless permitted under law. The Plan Committee shall
ascertain to the extent practical that no violation of this Section occurs. In
any event, no person knowingly shall permit any other person to serve in any
capacity which would violate this Section.



                                     -46-           
<PAGE>   49

                                    ARTICLE X

                      PLAN ADMINISTRATOR AND PLAN COMMITTEE


10.1     APPOINTMENT OF PLAN ADMINISTRATOR AND PLAN COMMITTEE:  The Board
of Directors by resolution shall appoint a Plan Administrator and a Plan
Committee, each of whom shall hold office until resignation, death, or removal
by the Board of Directors. If the Board of Directors fails to appoint the Plan
Committee or Plan Administrator, or both, the Board of Directors shall be the
Plan Committee, the Plan Administrator, or both. Any person may serve in more
than one Fiduciary capacity, including service as Plan Administrator and Plan
Committee member. Any group of persons appointed by the Board of Directors may
serve in the capacity of Plan Committee, Plan Administrator, or both.


10.2     ORGANIZATION AND OPERATION OF OFFICES OF PLAN ADMINISTRATOR AND PLAN
COMMITTEE: The Plan Administrator and Plan Committee may adopt such procedures
as each deems desirable for the conduct of its respective affairs and may
appoint or employ a secretary or other agents, any of whom may be, but need not
be, an officer or Employee of the Company or any Associated Company. Any agent
may be removed at any time by the person appointing or employing him.


10.3     INFORMATION TO BE MADE AVAILABLE TO PLAN COMMITTEE AND PLAN
ADMINISTRATOR: To enable the Plan Committee and the Plan Administrator to
perform all of their respective duties under the Plan, each Employer shall
provide the Plan Committee and the Plan Administrator with access to the
following information for each Employee: [a] name and address, [b] social
security number, [c] birthdate, [d] dates of commencement and Termination of
Employment, [e] reason for Termination of Employment, [f] hours worked during
each year,[g] annual Compensation, [h] Employer contributions, and such other
information as the Plan Committee or the Plan Administrator may require. To the
extent the information is available in Employer records, an Employer shall
provide the Plan Committee and Plan Administrator with access to information
relating to each Employee's Participant contributions, benefits received under
the Plan, and marital status. If such information is not available from the
Employer records, the Plan Committee shall obtain such information from the
Participants. The Plan Committee, the Plan Administrator and the Employer may
rely on and shall not be liable because of any information which an Employee
provides, either directly or indirectly. As soon as possible following any
Participant's death, Total Disability, retirement, or other Termination of
Employment, his Employer shall certify in writing to the Plan Committee and Plan
Administrator such Participant's name and the date and reason for his
Termination of Employment, if needed.



                                     -47-           
<PAGE>   50




10.4     RESIGNATION AND REMOVAL OF PLAN ADMINISTRATOR OR PLAN COMMITTEE MEMBER;
APPOINTMENT OF SUCCESSORS: Any Plan Administrator or Plan Committee member may
resign at any time by giving written notice to the Board of Directors, effective
as stated in such notice, otherwise upon receipt of such notice. At any time the
Plan Administrator or any Plan Committee member may be removed by the Board of
Directors without cause. As soon as practical, following the death, resignation,
or removal of any Plan Administrator or Plan Committee member, the Board of
Directors shall appoint a successor by resolution. Written notice of the
appointment of a successor Plan Administrator or successor Plan Committee member
shall be given by the Company to the Trustee. Until receipt by the Trustee of
such written notice, the Trustee shall not be charged with knowledge or notice
of such change.


10.5     DUTIES AND POWERS OF PLAN ADMINISTRATOR--REPORTING AND
DISCLOSURE:

[a]      General Requirements: The Plan Administrator shall be responsible for
         all applicable reporting and disclosure requirements of law. The Plan
         Administrator shall prepare, file with the Secretary of Labor, the
         Secretary of the Treasury, or the Pension Benefit Guaranty Corporation,
         when applicable, and furnish to Plan Participants and beneficiaries,
         when applicable, the following:

         [1]      summary plan description;

         [2]      description of modifications and changes;

         [3]      annual report;

         [4]      terminal and supplementary reports;

         [5]      registration statement; and

         [6]      any other return, report, or document required by law.

[b]      Statement Of Benefits Accrued And Vested: The Plan Administrator is to
         furnish, or cause to be furnished, to any Plan Participant or
         Beneficiary who so requests in writing, a statement indicating, on the
         basis of the latest available information, the total benefits accrued
         and the vested benefits, if any, which have accrued, or the earliest
         date on which benefits will become vested. The Plan Administrator shall
         furnish, or cause to be furnished, a written statement to any
         Participant who terminates employment during the Plan Year and is
         entitled to a deferred vested benefit under the Plan as of the end of
         the Plan Year, if no retirement benefits have been paid with respect to
         such Participant during the Plan Year. The statement shall be an
         individual statement and shall contain the information required in the
         annual registration statement which the Plan Administrator is required
         to file with the Secretary of



                                     -48-           
<PAGE>   51




         the Treasury. The Plan Administrator shall furnish the individual
         statement to the Participant before the expiration of the time
         prescribed for filing the annual registration statement with the
         Secretary of the Treasury.

[c]      Inspection Of Documents: Upon written request by any Participant or
         Beneficiary, the Plan Administrator is to furnish a copy of the latest
         updated summary plan description, the latest annual report, any
         terminal report, and any agreements under which the Plan is established
         or operated, to the extent required by law. In addition, the Plan
         Administrator is to comply with every other requirement imposed on him
         by law.

[d]      Employment Of Advisers And Persons To Carry Out Responsibilities: The
         Plan Administrator may appoint one or more persons to render advice
         with regard to any responsibility the Plan Administrator has under the
         Plan and may employ one or more persons (other than a Named Fiduciary)
         to carry out any of his responsibilities under the Plan.


10.6     DUTIES AND POWERS OF PLAN COMMITTEE--IN GENERAL:  The Plan Committee
shall decide all questions arising in the administration, interpretation, and
application of the Plan and Trust, including all questions relating to
eligibility, vesting, and distribution, except as may be reserved under this
Plan to the Company, its Board of Directors or any Associated Company. The Plan
Committee may designate any person (other than the Plan Administrator or
Trustee) to carry out any of the Plan Committee's Fiduciary responsibilities
under the Plan (other than a Trustee Responsibility) and may appoint one or more
persons to render advice with regard to any responsibility the Plan Committee
has under the Plan. The Plan Committee from time to time shall direct the
Trustee concerning the payments to be made out of the Trust Fund pursuant to
this Plan. All notices, directions, information, and other communications from
the Plan Committee shall be in writing.

10.7     DUTIES AND POWERS OF PLAN COMMITTEE--KEEPING OF RECORDS:  The Plan
Committee shall keep a record of all the Plan Committee's proceedings and shall
keep all such books of Account, records, and other data as may be necessary or
advisable in its judgment for the administration of this Plan and Trust,
including records to reflect the affairs of this Plan, to determine the amount
of vested and/or forfeitable interests of the respective Participants in the
Trust Fund, and to determine the amount of all benefits payable under this Plan.
The Plan Committee shall maintain separate accounts for each Participant as
provided under Article V. Subject to the requirements of law, any person dealing
with the Plan Committee may rely on, and shall incur no liability in relying on,
a certificate or memorandum in writing signed by the Plan Committee as evidence
of any action taken or resolution adopted by the Plan Committee.




                                     -49-           
<PAGE>   52




10.8     DUTIES AND POWERS OF PLAN COMMITTEE--CLAIMS PROCEDURE:

[a]      Filing And Initial Determination Of Claim: Any Participant, Beneficiary
         or his duly authorized representative may file a claim for a Plan
         benefit to which the claimant believes that he is entitled. Such a
         claim must be in writing and delivered to the Plan Committee in person
         or by certified mail, postage prepaid. Within 90 days after receipt of
         such claim, the Plan Committee shall send to the claimant by certified
         mail, postage prepaid, notice of the granting or denying, in whole or
         in part, of such claim unless special circumstances require an
         extension of time for processing the claim. In no event may the
         extension exceed 90 days from the end of the initial period. If such
         extension is necessary the claimant will receive a written notice to
         this effect prior to the expiration of the initial 90-day period. The
         Plan Committee shall have full discretion pursuant to the Plan to deny
         or grant a claim in whole or in part. If notice of the denial of a
         claim is not furnished in accordance with this paragraph [a], the claim
         shall be deemed denied and the claimant shall be permitted to exercise
         his right of review pursuant to paragraphs [c] and [d] of this Section.

[b]      Duty Of Plan Committee Upon Denial Of Claim: The Plan Committee shall
         provide to every claimant who is denied a claim for benefits written
         notice setting forth in a manner calculated to be understood by the
         claimant:

         [1]      the specific reason or reasons for the denial;

         [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 is necessary; and

         [4]      an explanation of the Plan's claim review procedure.

[c]      Request For Review Of Claim Denial: Within 60 days after receipt by the
         claimant of written notification of the denial in whole or in part of
         his claim, the claimant or his duly authorized representative, upon
         written application to the Plan Committee in person or by certified
         mail, postage prepaid, may request a review of such denial, may review
         pertinent documents and may submit issues and comments in writing. Upon
         its receipt of the request for review, the Plan Committee shall notify
         the Board of Directors of the request.

[d]      Claims Reviewer: Upon its receipt of notice of a request for review,
         the Board of Directors shall appoint a person other than a Plan
         Committee member to be the claims reviewer. The Plan Committee shall
         deliver to the claims reviewer all documents submitted by the claimant
         and all other documents pertinent to the review. The claims reviewer
         shall make a prompt decision on the review. The decision on review
         shall be written in a manner calculated to be understood by the
         claimant, and shall include specific reasons for the decision and
         specific references to the pertinent Plan provisions on which the
         decision is based. The decision on



                                     -50-           
<PAGE>   53




         review shall be made not later than 60 days after the Plan Committee's
         receipt of a request for a review, unless special circumstances require
         an extension of time for processing, in which case a decision shall be
         rendered not later than 120 days after receipt of a request for review.
         If such extension is necessary the claimant shall be given written
         notice of the extension prior to the expiration of the initial 60-day
         period. If notice of the decision on review is not furnished in
         accordance with this paragraph [d], the claim shall be deemed denied
         and the claimant shall be permitted to exercise his right to legal
         remedy pursuant to paragraph [e] of this Section.

[e]      Legal Remedy: After exhaustion of the claims procedure as provided
         under this Plan, nothing shall prevent any person from pursuing any
         other legal remedy.


10.9     DUTIES AND POWERS OF PLAN COMMITTEE--FUNDING AND INVESTMENT
POLICY: The policy of each Employer is that this Plan shall be funded with
Employer contributions and Participant contributions. The Plan Committee may
adopt an investment policy which shall provide the Trustee with guidance on the
investments appropriate for Plan assets.


10.10    DUTIES AND POWERS OF PLAN COMMITTEE--BONDING OF FIDUCIARIES AND PLAN
OFFICIALS: The Plan Committee shall procure bonds for every Fiduciary of the
Plan and every Plan Official, if he handles funds of the Plan, in an amount not
less than 10% of the amount of funds handled and in no event less than $1,000,
except the Plan Committee shall not be required to procure such bonds if [a] the
person is excepted from the bonding requirement by law, or [b] the Secretary of
Labor exempts the Plan from the bonding requirements. The bonds shall conform to
the requirements of law.


10.11    DUTIES AND POWERS OF PLAN COMMITTEE--QUALIFIED DOMESTIC RELATIONS 
ORDERS:  The Plan Committee shall establish reasonable procedures for 
determining the qualification status of a domestic relations order.  Such 
procedures:

[a]      shall be in writing;

[b]      shall provide to each person specified in a domestic relations order as
         entitled to payment of Plan benefits notification of such procedures
         promptly upon receipt by the Plan of the order; and

[c]      shall permit an alternate payee to designate a representative for
         receipt of copies of notices that are sent to the alternate payee.

Such procedures shall provide such additional information as required by law, or
as deemed necessary or convenient for the proper administration of qualified
domestic relations orders, as



                                     -51-           
<PAGE>   54




determined by the Plan Committee. If a Plan Fiduciary acts in accordance with
the Fiduciary responsibility provisions of ERISA, then the Plan's obligation to
the Participant and each alternate payee shall be discharged to the extent of
any payment made.


10.12    ADVICE TO DESIGNATED FIDUCIARIES: Any Fiduciary designated by the Plan
Committee or Plan Administrator may appoint with the consent of the Plan
Committee or Plan Administrator, respectively, one or more persons to render
advice with regard to any responsibility such designated Fiduciary has under the
Plan.


                                     -52-           
<PAGE>   55




                                   ARTICLE XI

                        POWERS AND DUTIES OF THE TRUSTEE


11.1     INVESTMENT OF TRUST FUND:

[a]      Duties of Trustee: The duty of the Trustee is to hold in trust the
         funds it receives. Except as expressly set forth in this Section 11.1,
         the Trustee shall have exclusive authority and discretion to manage and
         control the assets of the Plan and to manage, invest, and reinvest the
         Trust Fund and the income from it under this article, without
         distinction between principal and income, and shall be responsible only
         for such sums that it actually receives as Trustee. The Trustee shall
         have no duty to collect any sums from the Plan Committee.

[b]      Trustee Investment of Employer Contributions: Any Employer
         contributions, and any earnings thereon, now or in the future received
         or held by the Trustee shall be applied primarily to the purchase of
         shares of Qualifying Employer Securities, and the Trustee may invest in
         Qualifying Employer Securities, up to 100% of the value of Plan assets,
         without regard to the diversification requirement or the prudence
         requirement to the extent it requires diversification. Purchases of
         Qualifying Employer Securities may be made by the Trustee in the open
         market or by private purchase, or, if available, from the Company, or
         as the Trustee may determine in its sole discretion, provided only that
         no private purchase or purchase from the Company may be made at a price
         greater than the current market price for qualifying Employer
         securities on the day of such purchase. The Trustee also may purchase
         Qualifying Employer Securities from Participants who receive
         distributions from this Trust, provided that all such purchases shall
         be made at the current market price on the day of such purchase.

[c]      Participant Directed Investment of Participant Contributions: Each
         Participant may direct the Trustee's investment of his or her Account
         attributable to Participant voluntary after-tax contributions,
         Participant deductible contributions, Participant rollover
         contributions, transfer contributions to this Plan to the extent
         approved by the Plan Committee, and Participant elective deferral
         contributions, and the earnings thereon, as provided in paragraph [c].

         [1]      Trustee to Follow Participant Investment Direction: The
                  Trustee shall comply with any Participant exercise of
                  investment control as provided in this Section. The Trustee is
                  under no duty to question any direction by a Participant or
                  his or her duly authorized agent with respect to investments,
                  or to make suggestions to the Participant or his or her duly
                  authorized agent with respect to investments.

         [2]      Investment Instructions Necessary: As a condition of
                  participation in this Plan, a Participant must direct the
                  Trustee as to the investment of the Participant's Participant
                  Contributions Account. The right to direct investments under
                  this Section will be the



                                     -53-           
<PAGE>   56




                  sole and exclusive investment power granted to Participants.
                  The exercise of investment direction by a Participant will not
                  cause the Participant to be a fiduciary solely by reason of
                  such exercise, and neither the Trustee, the Plan Committee,
                  nor any other fiduciary of this Plan will be liable for any
                  loss, or by reason of any breach, that results from exercise
                  of investment direction by a Participant. It is the intent of
                  the Plan, the Company, and the Trustee that this Plan and the
                  Participant direction of investment under this Section (except
                  for investments in Qualifying Employer Securities) comply with
                  and be administered in accordance with ERISA Section 404(c)
                  and the final regulations thereunder. To the extent
                  Participant Accounts are directed in Qualifying Employer
                  Securities, such Accounts will be administered in compliance
                  with ERISA Section 404(c) only to the extent determined by the
                  Plan Committee.

         [3]      Investment Categories: The Plan Committee will select
                  investment categories for Participant direction of investment
                  under this Plan, which may include fixed income obligations of
                  a secure nature, such as savings accounts, certificates of
                  deposit, and fixed income government and corporate
                  obligations. The investment categories also may include common
                  stock (including Qualifying Employer Securities), notes,
                  mortgages, commercial paper, preferred stocks, mutual funds,
                  or other securities, rights, obligations, or property, real or
                  personal, including shares or certificates of participation
                  issued by regulated investment trusts and shares or units of
                  participation in qualified common Trust Funds or pooled funds.
                  Participant Accounts in investment categories offered by the
                  Plan Committee may be commingled. Investment categories may
                  not include collectibles within the meaning of Code Section
                  408(m). The Plan Committee will, at all times, offer at least
                  three investment alternatives that will provide Participants
                  with a broad range of investment alternatives and that provide
                  materially different risk and return characteristics.

         [4]      Expenses: Any expense incurred by the Trust will be charged
                  directly against the value of the Account of the Participant
                  on whose behalf such expense is incurred. The Trustee may
                  allocate expenses to individual Accounts or commingled
                  Accounts on a nondiscriminatory basis.

[d]      Diversification and Prudence Requirements: Except to the extent the
         Trustee invests in the Qualifying Employer Securities, the Trustee
         shall diversify the investments of the Plan to minimize the risk of
         large losses, unless under the circumstances it is clearly prudent not
         to do so. The Trustee shall act with the care skill, prudence, and
         diligence under the circumstances then prevailing that a prudent man
         acting in a like capacity and familiar with such matters would use in
         the conduct of an enterprise of a like character and with like aims.

[e]      Trustee Vote of Qualifying Employer Securities: The Trustee shall vote
         all proxies, and make decisions with respect to all tender offers, with
         respect to Qualifying Employer



                                     -54-           
<PAGE>   57


         Securities held in the Trust Fund, including Qualifying Employer
         Securities purchased at the direction of the Participant.


11.2     ADMINISTRATIVE POWERS OF THE TRUSTEE: Subject to the requirements 
imposed by law, the Trustee shall have all powers necessary or advisable to
carry out the provisions of this Plan and Trust and all inherent, implied, and
statutory powers now or subsequently provided by law, including specifically
the power to do any of the following:

[a]      to cause any securities or other property to be registered and held in
         its name as Trustee, or in the name of one or more of its nominees,
         without disclosing the Fiduciary capacity, or to keep the same in
         unregistered form payable to bearer;

[b]      to sell, grant options to sell, exchange, pledge, encumber, mortgage,
         deed in trust, or use any other form of hypothecation, or otherwise
         dispose of the whole or any part of the Trust Fund on such terms and
         for such property or cash, or part cash and credit, as it may deem
         best; to retain, hold, maintain, or continue any securities or
         investments which it may hold as part of the Trust Fund for such length
         of time as it may deem advisable; and generally, in all respects, to do
         all things and exercise each and every right, power, and privilege in
         connection with and in relation to the Trust Fund as could be done,
         exercised, or executed by an individual holding and owning such
         property in absolute and unconditional ownership;

[c]      to abandon, compromise, contest, and arbitrate claims and demands; to
         institute, compromise, and defend actions at law (but without
         obligation to do so); in connection with such powers, to employ counsel
         as the Trustee shall deem advisable and as approved by the Plan
         Committee; and to exercise such powers all at the risk and expense of
         the Trust Fund;

[d]      to borrow money for this trust upon such terms and conditions as the
         Trustee shall deem advisable, and to secure the repayment of such by
         the mortgage or pledge of any assets of the Trust Fund, provided that
         the Trustee may not borrow money to purchase qualifying Employer
         securities;

[e]      to vote in person or by proxy any shares of stock or rights held in the
         Trust Fund; to participate in and to exchange securities or other
         property in reorganization, liquidation, or dissolution of any
         corporation, the securities of which are held in the Trust Fund; and

[f]      to pay any amount due on any loan or advance made to the Trust Fund, to
         charge against and pay from the Trust Fund all taxes of any nature
         levied, assessed, or imposed upon the Trust Fund, and to pay all
         reasonable expenses and attorney fees necessarily incurred by the
         Trustee and approved by the Plan Committee with respect to any of the
         foregoing matters.


                                     -55-           

<PAGE>   58




11.3     ADVICE OF COUNSEL: The Trustee may consult with legal counsel, who 
may be counsel for the Company or any Associated Company, or Trustee's own
counsel, with respect to the meaning or construction of the Plan and Trust or
Trustee's obligations or duties. The Trustee shall be protected from any
responsibility with respect to any action taken or omitted by it in good faith
pursuant to the advice of such counsel, to the extent permitted by law.


11.4     RECORDS AND ACCOUNTS OF THE TRUSTEE: The Trustee shall keep all such
records and accounts which may be necessary in the administration and conduct of
this trust. The Trustee's records and accounts shall be open to inspection by
the Company, any Associated Company, the Plan Committee, and the Plan
Administrator, at all reasonable times during business hours. All income,
profits, recoveries, contributions, forfeitures, and any and all moneys,
securities, and properties of any kind at any time received or held by the
Trustee shall be held for investment purposes as a commingled Trust Fund.
Separate accounts or records may be maintained for operational and accounting
purposes, but no such account or record shall be considered as segregating any
funds or property from any other funds or property contained in the commingled
fund, except as otherwise provided. After the close of each year of the trust,
the Trustee shall render to the Company and the Plan Committee a statement of
assets and liabilities of the Trust Fund for such year.


11.5     APPOINTMENT, RESIGNATION, REMOVAL, AND SUBSTITUTION OF TRUSTEE:
The Board of Directors by resolution shall appoint a Trustee or Trustees, each
of which shall hold office until resignation or removal by the Board of
Directors. The Trustee may resign at any time upon 30 days' written notice to
the Company. The Trustee may be removed at any time by the Company upon written
notice to the Trustee with or without cause. Upon resignation or removal of the
Trustee, the Company, by action of its Board of Directors, shall appoint a
successor Trustee which shall have the same powers and duties as are conferred
upon the Trustee appointed under this Plan. The resigning or removed Trustee
shall deliver to its successor Trustee all property of the Trust Fund, less a
reasonable amount necessary to provide for its Compensation, expenses, and any
taxes or advances chargeable or payable out of the Trust Fund. If the Trustee is
an individual, death shall be treated as a resignation, effective immediately.
If any corporate Trustee at any time shall be merged, or consolidated with, or
shall sell or transfer substantially all of its assets and business to another
corporation, whether state or federal, or shall be reorganized or reincorporated
in any manner, then the resulting or acquiring corporation shall be substituted
for such corporate Trustee without the execution of any instrument and without
any action upon the part of the Company, any Participant or Beneficiary, or any
other person having or claiming to have an interest in the Trust Fund or under
the Plan.

11.6     APPOINTMENT OF TRUSTEE--ACCEPTANCE IN WRITING: The Trustee shall 
accept its appointment as soon as practical by executing this Plan or by
delivering a signed document to the Company, a copy of which shall be sent to
the Plan Committee by the Trustee. The Board of Directors shall appoint a new
Trustee if the Trustee fails to accept its appointment in writing.



                                     -56-           
<PAGE>   59




                                   ARTICLE XII

            CONTINUANCE, TERMINATION, AND AMENDMENT OF PLAN AND TRUST


12.1     TERMINATION OF PLAN: The expectation of each Employer is to continue 
this Plan indefinitely, but the continuance of the Plan is not assumed as a
contractual obligation by the Employer and the right is reserved to each
Employer, by action of its Board of Directors, to terminate its participation
in this Plan at any time. The Company will have the right to terminate this
Plan at any time. The termination of this Plan by an Employer in no event shall
have the effect of revesting any part of the Trust Fund in the Employer. The
Plan created by execution of this agreement with respect to any Employer shall
be terminated automatically in the event of the dissolution, consolidation, or
merger of such Employer or the sale by such Employer of substantially all of
its assets, if the resulting successor corporation or business entity shall
fail to adopt the Plan and Trust under Section 12.3. If this Plan is
disqualified, the Board of Directors of the Company, in its discretion, may
terminate this Plan.


12.2     TERMINATION OF TRUST: The trust created by execution of this agreement
shall continue in full force and effect for such time as may be necessary to
accomplish the purposes for which it is created, unless sooner terminated and
discontinued by the Company's Board of Directors. Notice of such termination
shall be given to the Trustee by the Plan Committee in the form of an instrument
in writing executed by the Company pursuant to the action of its Board of
Directors, together with a certified copy of the resolution of the Board of
Directors to that effect. In its discretion, the Plan Committee may receive a
favorable determination letter from the Internal Revenue Service stating that
the prior qualified status of the Plan has not been affected by such
termination. Such termination shall take effect as of the date of the delivery
of the notice of termination and favorable determination letter, if obtained, to
the Trustee. The Plan Administrator shall file such terminal reports as are
required in Article X.


12.3     CONTINUANCE OF PLAN AND TRUST BY SUCCESSOR BUSINESS:  With the 
approval  of the Company, a successor business may continue this Plan and Trust
by proper action of the proprietor or partners, if not a corporation, and, if a
corporation, by resolution of its Board of Directors, and by executing a proper
supplemental agreement to this Plan and Trust with the Trustee. Within 90 days
from the effective date of such dissolution, consolidation, merger, or sale of
assets of a Employer, if such successor business does not adopt and continue
this Plan and Trust, this Plan shall be terminated automatically as of the end
of such 90-day period.


12.4     MERGER, CONSOLIDATION, OR TRANSFER OF ASSETS OR LIABILITIES OF THE 
PLAN: The Board of Directors of the Company may merge or consolidate this Plan
with any other plan or may transfer the assets or liabilities of the Plan to
any other plan if each Participant in the



                                     -57-           
<PAGE>   60



Plan (if the Plan then terminated) would receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated). If any merger,
consolidation, or transfer of assets or liabilities occurs, the Plan
Administrator shall file such reports as are required in Article X.


12.5     DISTRIBUTION OF TRUST FUND ON TERMINATION OF TRUST: If the trust is
terminated under this article, the Trustee shall determine the value of the
Trust Fund and the respective interests of the Participants and beneficiaries
under Article V. The value of the Account of each respective Participant or
Beneficiary in the Trust Fund shall be vested in its entirety as of the date of
the termination of the Plan. The Trustee then shall transfer to each Participant
or Beneficiary the net balance of the Participant's Account unless the Plan
Committee directs the Trustee to retain the assets and pay them under the terms
of this Plan as if no termination had occurred.


12.6     AMENDMENTS TO PLAN AND TRUST: At any time the Company, by action of its
Board of Directors, or the Plan Committee may amend this Plan and Trust,
provided that no amendment shall cause the Trust Fund to be diverted to purposes
other than for the exclusive benefit of the Participants and their beneficiaries
and provided further that the provisions of the Plan that satisfy the
requirements of subparagraph (C)(2)(ii)(A) under Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended, shall not be
amended more frequently than once every six months, unless otherwise necessary
to comply with changes in the Code, ERISA, or the rules and regulations
promulgated thereunder. No amendment shall decrease the vested interest of any
Participant. If an amended vesting schedule is adopted, any Participant who has
three or more years of service at the later of the date the amendment is adopted
or becomes effective and who is disadvantaged by the amendment, may elect to
remain under the Plan's prior vesting schedule. Such election must be made
within a period established by the Plan Committee, in accordance with applicable
regulations, and on a form provided by and delivered to the Plan Committee. No
amendment to the Plan (including a change in the actuarial basis for determining
optional benefits) shall be effective to the extent that it has the effect of
decreasing a Participant's accrued benefit. For purposes of this paragraph, a
Plan amendment that has the effect of [a] eliminating or reducing an early
retirement benefit or a retirement-type subsidy, or [b] eliminating an optional
form of benefit, with respect to benefits attributable to service before the
amendment will be treated as reducing accrued benefits. No amendment shall
discriminate in favor of Employees who are officers, shareholders, or Highly
Compensated Employees. Notwithstanding anything in this Plan and Trust to the
contrary, the Plan and Trust may be amended at any time to conform to the
provisions and requirements of federal and state law with respect to Employees'
trusts or any amendments to such laws or regulations or rulings issued pursuant
to them. No such amendment shall be considered prejudicial to the interest of
any Participant or Beneficiary under this Plan.



                                     -58-           
<PAGE>   61




                                  ARTICLE XIII

                                  MISCELLANEOUS


13.1     BENEFITS TO BE PROVIDED SOLELY FROM THE TRUST FUND: All benefits 
payable under this Plan shall be paid or provided solely from the Trust Fund,
and no Employer assumes liability or responsibility for payment of benefits.


13.2     NOTICES FROM PARTICIPANTS TO BE FILED WITH PLAN COMMITTEE: Whenever
provision is made in the Plan that a Participant may exercise any option or
election or designate any Beneficiary, the action of each Participant shall be
evidenced pursuant to procedures promulgated by the Plan Committee. If a form is
furnished by the Plan Committee for such purpose, a Participant shall give
written notice of his exercise of any option or election or of his designation
of any Beneficiary on the form provided for such purpose. Any required written
notice under this Plan shall not be effective until received by the Plan
Committee. The Plan Committee may promulgate procedures, consistent with the
requirements of ERISA and the Code, whereby paperless transactions and elections
may be initiated by the Participants, such as for enrollment in the Plan,
election changes, investment decisions, and other designations required under
the Plan.


13.3     TEXT TO CONTROL: The headings of Articles and Sections are included 
solely for convenience of reference. If any conflict between any heading and
the text of this Plan and Trust exists, the text shall control.


13.4     SEVERABILITY: If any provision of this Plan and Trust is illegal or 
invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions. On the contrary, such remaining provisions shall be fully
severable, and this Plan and Trust shall be construed and enforced as if such
illegal or invalid provisions never had been inserted in the agreement.


13.5     JURISDICTION: This Plan shall be construed and administered under the 
laws of the State of Colorado when the laws of that jurisdiction are not in
conflict with federal substantive law.


13.6     PLAN FOR EXCLUSIVE BENEFIT OF PARTICIPANTS; REVERSION PROHIBITED:
This Plan and Trust has been established for the exclusive benefit of the
Participants and their beneficiaries. Under no circumstances shall any funds
contributed to or held by the Trustee at any time revert to or be used by or
enjoyed by an Employer except to the extent permitted by Article IV.



                                     -59-           
<PAGE>   62




This Plan and Trust has been approved by the Board of Directors of the Company
and is accepted by the Plan Administrator and the Trustees as of the dates
indicated below.




                                         -----------------------------------
                                         Gary K. Bracken, Plan Administrator
                                         Date:
                                                ----------------------------




                                         COLORADO NATIONAL BANK


                                         By:
                                              ------------------------------
                                         Date:
                                                ----------------------------



                                     -60-           

<PAGE>   63



                                 SUPPLEMENT A

                          TO THE TCI 401(k) STOCK PLAN


-------------------------------------------------------------------------------

                        SPECIAL PROVISIONS APPLICABLE TO

                  RESIDENTS TO THE COMMONWEALTH OF PUERTO RICO

-------------------------------------------------------------------------------



A-1.     Purpose and Effect - The purpose of this Supplement is to amend the TCI
         401(k) Stock Plan ("the Plan") to comply with the requirements of
         Sections 1165(a) and (e) of the Puerto Rico Internal Revenue Code of
         1994, as amended (the "PR Code"). In the event of an amendment to the
         PR Code or enactment of a successor statute which replaces or renumbers
         a section of the PR Code referenced in this supplement, all such
         references shall automatically be renumbered or replaced, as
         applicable. The provisions of this Supplement shall be effective as of
         January 1, 1998, and shall only apply to individuals who perform
         services for an Employer in Puerto Rico in an employer-employee
         relationship and who are bona fide residents of the Commonwealth of
         Puerto Rico ("Supplement A Employee"). This Supplement is intended to
         modify those sections of the Plan specifically mentioned herein. All
         other sections of the Plan not mentioned herein shall be applicable to
         a Supplement A Employee who is a Participant (a "Supplement A
         Participant") as fully as to all other Participants. Notwithstanding,
         references to a section of the Code for which there is an equivalent
         section in the PR Code shall be deemed made to the equivalent PR Code
         section.

A-2.     Type of Plan - It is the intent of the Company that the portion of the
         Plan which is invested in Qualifying Employer Securities be treated as
         a stock bonus plan and the portion of the Plan which is not invested in
         Qualifying Employer Securities be treated as a profit sharing plan (as
         defined in the Regulations under the PR Code) which includes a
         qualified cash or deferred arrangement (as defined in PR Code Section
         1165(e)).

A-3.     Compensation - A Supplement A Participant's Compensation under Plan
         Section 2.8 shall be determined by substituting all references to a
         section of the Code with the applicable reference to the PR Code, but
         only to the extent any items of income described in Plan Section 2.8
         are includable in gross income under the PR Code.

A-4.     Highly Compensated Employee - means any Supplement A Employee who is
         eligible to participate in the Plan and is more highly compensated than
         two-thirds of all other Supplement A Employees eligible to participate
         in the Plan and employed by the same legal entity.

A-5.     Controlled Group - For purposes of paragraph A-8 of this Supplement,
         "Controlled Group" shall have the definition given it in PR Code
         Section 1028. For all other purposes it shall have the meaning given it
         elsewhere in the Plan.



<PAGE>   64




A-6.     Employee - A Supplement A Participant will be considered an Employee
         under Plan Section 2.10.

A-7.     Salary Reduction Rules - Section 4.8[a] of the Plan is amended to read 
         as follows:

                  Subject to the rules of Section 4.1, an Employee eligible to
                  participate in this Plan may elect to reduce his Compensation
                  by an amount determined at his discretion but which may not
                  exceed, in any event, the lesser of 10% of the Supplement A
                  Participant's Compensation or $8,000, or such other amount as
                  may be specified under the PR Code. If the Supplement A
                  Participant participates in two or more plans, such plans
                  shall be treated as if they were one for purposes of
                  determining the amount of the limitations specified herein. In
                  addition, annual salary reduction contributions by a
                  Supplement A Participant who also contributes to an individual
                  retirement account described in PR Code Section 1169 will be
                  further limited to the extent required under the PR Code and
                  its regulations. Amounts contributed by an Employer in excess
                  of this limitation are referred to as "Puerto Rico Excess
                  Elective Deferrals."

A-8.     Limit on Actual Deferral Percentage - The limit on actual deferral
         percentage of Plan Section 4.8[d] shall be computed by substituting the
         terms "Highly Compensated Employees" and "all other Employees" for the
         terms "Highly Compensated Supplement A Participants" (as defined below)
         and "all other Supplement A Participants," respectively. For purposes
         of this paragraph, the term "Highly Compensated Supplement A
         Participant" means any Supplement A Employee who is eligible to
         participate in the Plan and is more highly compensated than two-thirds
         of all other Supplement A Employees eligible to participate in the Plan
         and employed by the same legal entity. All other Supplement A Employees
         are participants which are not "Highly Compensated Supplement A
         Participants."

         For purposes of this paragraph, the term "actual deferral percentage"
         shall have the same definition as under Plan Section 4.8[f] except that
         the Supplement A Participant's Compensation shall be the Compensation
         determined under Plan Section 2.8 as modified by paragraph A-3 of this
         Supplement.

         For purposes of this paragraph, if more than one plan providing a cash
         or deferred arrangement (within the meaning of PR Code Section 1165(e))
         is maintained by the Employer or an Associated Company, the "actual
         deferral percentage" of any Highly Compensated Supplement A Participant
         who participates in more than one such plan or arrangement shall be
         determined as if all such arrangements were a single plan or
         arrangement. If two or more plans are aggregated for purposes of PR
         Code Sections 1165(a)(3) or 1165(a)(4), such plans shall be aggregated
         for purposes of determining the "actual deferral percentage" of
         Supplement A Participants as if all such plans were a single plan.



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<PAGE>   65




         Notwithstanding any provision of this Supplement, the determination of
         the "actual deferral percentage" of the Supplement A Participants shall
         satisfy such other requirements as may be prescribed by the Secretary
         of the Puerto Rico Department of the Treasury, including the provisions
         of PR Code Section 1165(e)(3) and the applicable PR Code regulations
         which are both incorporated herein by reference. In addition, to the
         extent permitted by the PR Code and its regulations, the Plan
         Administrator may elect to aggregate the members of the Controlled
         Group for purposes of determining compliance by the Plan with the
         actual deferral percentage test for PR Code Section 1165 and the
         determining of the Highly Compensated Supplement A Participants.

A-9.     Adjustments to Comply with Contribution Limits - In the event that the
         limitations set forth in paragraphs A-7 and A-8 are not met, to the
         extent permitted by applicable law, the Plan Committee shall adjust
         either the salary reduction or the Employer Contributions pursuant to
         one or more of the options set forth in Plan Section 4.8[e], as
         determined by the Company. For purposes of Plan Section 4.8[e], the
         terms "Excess Elective Deferrals" and "Excess Employer Contributions"
         means the amounts contributed by Highly Compensated Supplement A
         Participants in excess of the limitations of Plan Section 4.8[a], as
         amended by paragraph A-7 of this Supplement, and in excess of the
         limitations of Plan Section 4.8[d], respectively.

A-10.    Rollover Contributions - Contributions by a Supplement A Participant
         under Plan Section 4.7 are limited to amounts distributed from an
         employee retirement plan that is also qualified under PR Code Section
         1165(a).

A-11.    Rollover Withdrawals. Plan Section 7.6[e] will not be applicable to
         Supplement A Participants. Supplement A Participants may not make
         in-service withdrawals from their Rollover Account.

A-12.    Eligible Rollover Distributions - For purposes of Plan Section
         7.8[c][2] an "eligible retirement plan" also incudes a qualified trust
         described in PR Code Section 1165(a) and an individual retirement
         account or annuity described in PR Code Sections 1169(a) and (b),
         respectively, that accepts the Supplement A Participant's eligible
         rollover distribution. However, in the case of an eligible rollover
         distribution to a surviving spouse, an eligible retirement plan also
         includes an individual retirement account or annuity described in PR
         Code Sections 1169(a) and (b), respectively, that accepts the surviving
         spouse's eligible rollover distribution.

A-13.    Employer Contributions - To the extent permissible under the Employer
         Retirement Income Security Act of 1974, as amended ("ERISA"), each
         contribution made by an Employer under the Plan for the benefit of a
         Supplement A Participant is expressly conditioned on the deductibility
         of such contribution under PR Code Section 1023(n) for the taxable year
         for which contributed, and on the initial qualification of the Plan
         under PR Code Sections 1165(a) and (e). If the Puerto Rico Department
         of the Treasury denies the Plan qualification



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<PAGE>   66




         or disallows the deduction, to the extent permissible under ERISA, such
         contributions shall be returned to the Employer within one (1) year
         after the Plan is denied qualification, or, to the extent the deduction
         is disallowed, such contributions shall be returned to the Employer
         within one (1) year after the disallowance of the deductions,
         respectively.

A.14     Time of Payment of Contributions - Notwithstanding the provisions of
         Plan Section 4.3, to the extent not otherwise limited by ERISA,
         contributions to the Plan by an Employer engaged in business in Puerto
         Rico shall be paid to the Trustee not later than the due date for
         filing its Puerto Rico income tax return for the taxable year in which
         such payroll period falls, including any extension thereof.

A-15.    Governing Law - With respect to Supplement A Participants, the Plan
         will be also governed and construed according to the PR Code, where
         such law is not in conflict with the applicable federal laws.





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