<PAGE>
 
Exhibit No.(i) - Mid America federal Savings Bank Employee Stock Ownership Plan;
                                  as amended.
<PAGE>
 
                       MID AMERICA FEDERAL SAVINGS BANK

                         EMPLOYEE STOCK OWNERSHIP PLAN


       (Adopted effective July 1, 1989, and conformed to amendments made
          effective July 1, 1991, January 28, 1992,  January 1, 1993,
                 July 1, 1993, July 1, 1994 and July 1, 1995.)
<PAGE>
 
<TABLE> 
<CAPTION> 
                               TABLE OF CONTENTS
<S>         <C>                                                 <C>  
Section 1.   Plan Identity......................................  1

        1.1  Name...............................................  1
        1.2  Purpose............................................  1
        1.3  Effective Date.....................................  1
        1.4  Fiscal Period......................................  1
        1.5  Single Plan for All Employers......................  1
        1.6  Interpretation of Provisions.......................  1

Section 2.   Definitions........................................  2

Section 3.   Eligibility for Participation...................... 14

        3.1  Initial Eligibility................................ 14
        3.2  Definition of Eligibility Year..................... 15
        3.3  Terminated or Part-Time Employees.................. 15
        3.4  Certain Employees Ineligible....................... 15
        3.5  Waiver of Participation............................ 15
        3.6  Participation and Reparticipation.................. 16

Section 4.   Employer Contributions and Credits................. 16

        4.1  Discretionary Contributions........................ 16
        4.2  Contributions for Stock Obligations................ 16
        4.3  Definitions Related to Contribution................ 18
        4.4  Conditions as to Contributions..................... 19

Section 5.   Limitations on Contributions and Allocations....... 20

        5.1  Limitation on Annual Additions..................... 20
        5.2  Coordinated Limitation With Other Plans............ 20
        5.3  Effect of Limitations.............................. 22
        5.4  Limitations as to Certain Participants............. 22

Section 6.   Trust Fund and Its Investment...................... 23

        6.1  Creation of Trust Fund............................. 23
        6.2  Stock Fund and Investment Fund..................... 24
        6.3  Acquisition of Stock............................... 24
</TABLE> 

                                       i
<PAGE>
 
<TABLE>
<CAPTION>

<S>         <C>                                                     <C>
        6.4  Participants' Option to Diversify.......................25

Section 7.   Voting Rights and Dividends on Stock....................26

        7.1  Voting of Stock.........................................26
        7.2  Dividends on Stock......................................27

Section 8.   Adjustments to Accounts.................................27

        8.1  Adjustments for Transactions............................27
        8.2  Valuation of Investment Fund............................28
        8.3  Adjustments for Investment Experience...................28

Section 9.   Vesting of Participants' Interests......................29

        9.1  Deferred Vesting in Accounts............................29
        9.2  Computation of Vesting Years............................29
        9.3  Full Vesting Upon Certain Events........................30
        9.4  Full Vesting Upon Plan Termination......................30
        9.5  Forfeiture. Repayment, and Restoral.....................30
        9.6  Accounting for Forfeitures..............................31
        9.7  Vesting and Nonforfeitability...........................31

Section 10.  Payment of Benefits.....................................32

       10.1  Benefits for Participants...............................32
       10.2  Benefits on a Participant's Death.......................33
       10.3  Marital Status..........................................34
       10.4  Delay in Benefit Determination..........................34
       10.5  Accounting for Benefit Payments.........................34
       10.6  Options to Receive and Sell Stock.......................34
       10.7  Restrictions on Disposition of Stock....................35
       10.8  Deemed Distribution.....................................36
       10.9  Type of Payment.........................................36

Section 11.  Rules Governing Benefit Claims and Review of Appeals....37

       11.1  Claim for Benefits......................................37
       11.2  Notification by Committee...............................37
       11.3  Claims Review Procedure.................................38

Section 12.  The Committee and Its Function..........................38
</TABLE>

                                      ii

<PAGE>
 
<TABLE>
<CAPTION>
<S>        <C>                                                               <C>
      12.1  Authority of Committee........................................... 38
      12.2  Identity of Committee............................................ 39
      12.3  Duties of Committee.............................................. 39
      12.4  Valuation of Stock............................................... 40
      12.5  Compliance with ERISA............................................ 41
      12.6  Action by Committee.............................................. 41
      12.7  Execution of Documents........................................... 41
      12.8  Adoption of Rules................................................ 41
      12.9  Responsibilities to Participants................................. 42
      12.10 Alternative Payees in Event of Incapacity........................ 42
      12.11 Indemnification by Employers..................................... 42
      12.12 Nonparticipation by Interested Member............................ 42

Section 13. Adoption. Amendment, or Termination of the....................... 43

      13.1  Adoption of Plan by Other Employers.............................. 43
      13.2  Adoption of Plan by Successor.................................... 43
      13.3  Plan Adoption Subject to Qualification........................... 44
      13.4  Right to Amend or Terminate...................................... 44

Section 14. Miscellaneous Provisions......................................... 45

      14.1  Plan Creates No Employment Rights................................ 45
      14.2  Nonassignability of Benefits..................................... 46
      14.3  Limit of Employer Liability...................................... 46
      14.4  Treatment of Expenses............................................ 46
      14.5  Number and Gender................................................ 46
      14.6  Nondiversion of Assets........................................... 47
      14.7  Separability of Provisions....................................... 47
      14.8  Service of Process............................................... 47
      14.9  Governing State Law.............................................. 47
      14.10 Special Rules for Persons Subject to Section 16(b) Requirements.. 47

Section 15. Top-Heavy Provisions............................................. 48

      15.1  Determination of Top-Heavy Status................................ 48
      15.2  Minimum Contributions............................................ 50
      15.3  Minimum Vesting.................................................. 51
      15.4  Maximum Compensation............................................. 52
</TABLE> 

                                      iii
<PAGE>
 
                       MID AMERICA FEDERAL SAVINGS BANK
                         EMPLOYEE STOCK OWNERSHIP PLAN


Section 1.  Plan Identity.

     1.1  Name. The name of this Plan is "Mid America Federal Savings Bank
Employee Stock Ownership Plan".

     1.2  Purpose. The purpose of this Plan is to describe the terms and
conditions under which contributions made pursuant to the Plan will be credited
and paid to the Participants and their Beneficiaries.

     1.3 Effective Date. The Effective Date of this Plan is July 1, 1989.

     1.4 Fiscal Period. This Plan shall be operated on the basis of a July 1 -
June 30 fiscal year for the purpose of keeping the Plan's books and records and
distributing or filing any reports or returns required by law.

     1.5  Single Plan for All Employers. This Plan shall be treated as a single
plan with respect to all participating Employers for the purpose of crediting
contributions and forfeitures and distributing benefits, determining whether
there has been any termination of Service, and applying the limitations set
forth in Section 5.

     1.6  Interpretation of Provisions. The Employers intend this Plan and the
Trust to be a qualified stock bonus plan under Section 401(a) of the Code and an
employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA
and Section 4975(e)(7) of the Code. The Plan is intended to have its assets
invested primarily in qualifying employer securities of one or more Employers
within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement
under ERISA or the Code applicable

                                      iv
<PAGE>
 
to such a plan. Accordingly, the Plan and Trust Agreement shall be interpreted
and applied in a manner consistent with this intent and shall be administered at
all times and in all respects in a nondiscriminatory manner.

     Section 2.  Definitions.  The following capitalized words and phrases shall
have the meanings specified when used in this Plan and in the Trust Agreement,
unless the context clearly indicates otherwise:

          "Account" means a Participant's interest in the assets accumulated
under this Plan as expressed in terms of a separate account balance which is
periodically adjusted to reflect his Employer's contributions, the Plan's
investment experience, and distributions and forfeitures.

          "Active Participant" means any Employee who has satisfied the
eligibility requirements of Section 3 and who qualifies as an Active Participant
for a particular Plan Year under Section 4.3.

          "Beneficiary" means the person or persons who are designated by a
Participant to receive benefits payable under the Plan on the Participant's
death. In the absence of any designation or if all the designated Beneficiaries
shall die before the Participant dies or shall die before all benefits have been
paid, the Participant's Beneficiary shall be his surviving spouse, if any, or
his estate if he is not survived by a spouse. The Committee may rely upon the
advice of the Participant's executor or administrator as to the identify of the
Participant's spouse.

          "Break in Service" means any five or more consecutive 12-month periods
beginning July 1 in which an Employee has 500 or fewer Hours of Service per
period.

                                       v
<PAGE>
 
Solely for this purpose, an Employee shall be considered employed for his normal
hours of paid employment during a Recognized Absence, unless he does not resume
his Service at the end of the Recognized Absence. Further, if an Employee is
absent for any period beginning on or after January 1, 1985, (i) by reason of
the Employee's pregnancy, (ii) by reason of the birth of the Employee's child,
(iii) by reason of the placement of a child with the Employee in connection with
the Employee's adoption of the child, or (iv) for purposes of caring for such
child for a period beginning immediately after such birth or placement, the
Employee shall be credited with the Hours of Service which would normally have
been credited but for such absence, up to a maximum of 501 Hours of Service, in
the first 12-month period which would otherwise be counted toward a Break in
Service.

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

          "Committee" means the committee responsible for the administration of
this Plan in accordance with Section 12.

          "Company" means Mid America Federal Savings Bank, and any entity which
succeeds to the business of Mid America Federal Savings Bank and adopts this
Plan as its own pursuant to Section 14.2.

          "Direct Rollover" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

          "Disability" means only a disability which renders the Participant
unable, as a result of bodily or mental disease or injury, to perform the duties
for an Employer for which he was responsible prior to the occurrence of such
bodily or mental disease or

                                      vi
<PAGE>
 
injury, which disability is expected to be permanent or of long and indefinite
duration. However, this term shall not include any disability directly or
indirectly resulting from or related to habitual drunkenness or addiction to
narcotics, a criminal act occurring while compensation to the Participant is
suspended, or any injury which is intentionally self-inflicted. Further, this
term shall apply only if (i) the Participant is sufficiently disabled to qualify
for the payment of disability benefits under the federal Social Security Act or
Veterans Disability Act; or (ii) the Participant's disability is certified by a
physician selected by the Committee.

          Unless the Participant is sufficiently disabled to qualify for
disability benefits under the federal Social Security Act or Veterans Disability
Act, the Committee may require the Participant to be appropriately examined from
time to time by one or more physicians chosen by the Committee, and no
Participant who refuses to be examined shall be treated as having a disability.
In any event, the Committee's good faith decision as to whether a Participant's
Service has been terminated by disability shall be final and conclusive.

          "Distributee" means an Employee or former Employee. In addition, the
Employee's or former Employee's surviving Spouse and the Employee's or former
Employee's Spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section 414(q) of the Code, are
Distributees with regard to the interest of the Spouse or former spouse.

          "Early Retirement" means retirement on or after a Participant's
attainment of age 55.

                                      vii
<PAGE>
 
          "Effective Date" means July 1, 1989.

     "Eligible Retirement Plan" means an individual retirement account described
in Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan is an individual retirement account or an individual
retirement annuity.

          "Eligible Rollover Distribution" means any distribution of all or any
portion of the balance to the credit of the distributee, except that an Eligible
Rollover distribution may 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 and the
               Distributee's designated Beneficiary; or

               (b)  any distribution for a specified period of ten years or
               more; or

               (c)  any distribution to the extent such distribution is required
               under Section 401(a)(9) of the Code; or

               (d)  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 Stock).

               "Employee" means any individual who is or has been employed or
self-employed by an Employer. "Employee" also means an individual employed by a

                                     viii
<PAGE>
 
leasing organization who, pursuant to an agreement between an Employer and the
leasing organization, has performed services for the Employer and any related
persons (within the meaning of Section 414(n)(6) of the Code) on a substantially
full-time basis for more than one year, if such services are of a type
historically performed by employees in the Employer's business field. However,
such a "leased employee" shall not be considered an Employee if (i) he
participates in a money purchase pension plan sponsored by the leasing
organization which provides for immediate participation, immediate full vesting,
and an annual contribution of at least 10 percent of the Employee's Total
Compensation, and (ii) leased employees do not constitute more than 20 percent
of the Employer's total work force (including leased employees, but excluding
Highly Paid Employees and any other employees who have not performed services
for the Employer on a substantially full-time basis for at least one year).

          "Employer" means the Company or any affiliate within the purview of
section 414(b), (c) or (m) and 415(h) of the Code, any other corporation,
partnership, or proprietorship which adopts this Plan with the Company's consent
pursuant to Section 13.1, and any entity which succeeds to the business of any
Employer and adopts the Plan pursuant to Section 13.2.

          "Entry Date" means January 1 and July 1 of each Plan Year.

          "ERISA" means the Employee Retirement Income Security Act of 1974
(P.L. 93-406, as amended).

          "Highly Paid Employee" for any Plan Year means an Employee who, during
either of that or the immediately preceding Plan Year, (i) owned more than five

                                      ix
<PAGE>
 
percent of the outstanding equity interest or the outstanding voting interest in
any Employer, (ii) had Total Compensation exceeding $75,000 (as adjusted
pursuant to section 415(d) of the Code), (iii) had Total Compensation exceeding
$50,000 (as adjusted pursuant to section 415(d) of the Code) and was among the
most highly compensated one-fifth of all Employees, or (iv) was at any time an
officer of an Employer and had Total Compensation exceeding $45,000 (or 1.5
times the currently applicable dollar limit under Section 415(b)(1)(A) of the
Code). For this purpose:

          (a) "Total Compensation" shall include any amount which is excludable
from the Employee's gross income for tax purposes pursuant to Sections 125,
402(a)(8), 402(h)(1)(B), or 403(b) of the Code.

          (b) The number of Employees in "the most highly compensated one-fifth
of all Employees" shall be determined by taking into account all individuals
working for all related employer entities described in the definition of
"Service", but excluding any individual who has not completed six months of
Service, who normally works fewer than 17-1/2 hours per week or in fewer than
six months per year, who has not reached age 21, whose employment is covered by
a collective bargaining agreement, or who is a nonresident alien who receives no
earned income from United States sources.

          (c) The number of individuals counted as "officers" shall not be more
than the lesser of (i) 50 individuals and (ii) the greater of 3 individuals or
10 percent of the total number of Employees. If no officer earns more than
$45,000 (or the adjusted limit), then the highest paid officer shall be a Highly
Paid Employee.

          (d) A former employee shall be treated as a highly compensated 
employee 

                                       x

<PAGE>
 
if such employee was a highly paid employee when such employee separated from
service, or if such employee was a highly paid employee at any time after
attaining age 55.

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual compensation of each Employee
taken into account under the Plan shall not exceed the 1993 Omnibus Budget
Reconciliation Act (OBRA '93) annual compensation limit. the OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner for increases in
the cost of living in accordance with Section 401(a) (17) of the Internal
Revenue Code. the cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA '93 annual
compensation limit will be multiplied by a fraction, the numerator of which is
the number of months in the determination period, and the denominator of which
is 12.

     For Plan Years beginning on or after January 1, 1994, any reference in this
Plan to the limitation under Section 401(a)(17) of the Code shall mean the OBRA
'93 annual compensation limit set forth in this provision.

     If compensation for any prior determination period is taken into account is
determining an Employee's benefits accruing in the current Plan Year, the
compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year

                                      xi
<PAGE>
 
beginning on or after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.

          "Hours of Service" means hours to be credited to an Employee under the
following rules:

          (a) Each hour for which an Employee is paid or is entitled to be paid
for services to an Employer is an Hour of Service.

          (b) Each hour for which an Employee is directly or indirectly paid or
is entitled to be paid for a period of vacation, holidays, illness, disability,
lay-off, jury duty, temporary military duty, or leave of absence is an Hour of
Service. However, except as otherwise specifically provided, no more than 501
Hours of Service shall be credited for any single continuous period which an
Employee performs no duties. Further, no Hours of Service shall be credited on
account of payments made solely under a plan maintained to comply with worker's
compensation, unemployment compensation, or disability insurance laws, or to
reimburse an Employee for medical expenses.

          (c) Each hour for which back pay (ignoring any mitigation of damages)
is either awarded or agreed to by an Employer is an Hour of Service. However, no
more than 501 Hours of Service shall be credited for any single continuous
period during which an Employee would not have performed any duties.

          (d) Hours of Service shall be credited in any one period only under
one of the foregoing paragraphs (a), (b) and (c); an Employee may not get double
credit for the same period.

          (e) If an Employer finds it impractical to count the actual Hours of 
Service

                                      xii

<PAGE>
 
for any class or group of non-hourly Employees, each Employee in that class or
group shall be credited with 45 Hours of Service for each weekly pay period in
which he has at least one Hour of Service. However, an Employee shall be
credited only for his normal working hours during a paid absence.

          (f) Hours of Service to be credited on account of a payment to an
Employee (including back pay) shall be recorded in the period of Service for
which the payment was made. If the period overlaps two or more Plan Years, the
Hours of Service credit shall be allocated in proportion to the respective
portions of the period included in the several Plan Years. However, in the case
of periods of 31 days or less, the Administrator may apply a uniform policy of
crediting the Hours of Service to either the first Plan Year or the second.

          (g) In all respects an Employee's Hours of Service shall be counted as
required by Section 2530.200b-2(b) and (c) of the Department of Labor's
regulations under Title I of ERISA.

          "Investment Fund" means that portion of the Trust Fund consisting of
assets other than Stock.

          "Normal Retirement Date" means a Participant's 65th birthday.

          "Participant" means any Employee who is participating in the Plan, or
who has previously participated in the Plan and still has a balance credited to
his Account.

          "Plan Year" means each period of 12 consecutive months beginning on
July 1 of 1989 and each succeeding year.

          "Recognized Absence" means a period for which -

                                     xiii
<PAGE>
 
          (a) an Employer grants and Employee a leave of absence for a limited
period, but only if an Employer grants such leaves on a nondiscriminatory basis;
or

          (b) an Employee is temporarily laid off by an Employer because of a
change in business conditions; or

          (c) an Employee is on active military duty, but only to the extent
that his employment rights are protected by the Military Selective Service Act
of 1967 (38 U.S.C. sec. 2021).

          "Service" means an Employee's period(s) of employment or self-
employment with an Employer, excluding for initial eligibility purposes any
period in which the individual was a nonresident alien and did not receive from
an Employer any earned income which constituted income from sources within the
United States. An Employee's Service shall include any service which constitutes
service with a predecessor employer within the meaning of Section 414(a) of the
Code. An Employee's Service shall also include any service with an entity which
is not an Employer, but only either (i) for a period after 1975 in which the
other entity is a member of a controlled group of corporations or is under
common control with other trades and businesses within the meaning of Section
414(b) or 414(c) of the Code, and a member of the controlled group or one of the
trades and businesses is an Employer, or (ii) for a period after 1979 in which
the other entity is a member of an affiliated service group within the meaning
of Section 414(m) of the Code, and a member of the affiliated service group is
an Employer.

          "Spouse" means the individual, if any, to whom a Participant is
lawfully married on the date benefit payments to the Participant are to begin,
or on the date of the

                                      xiv
<PAGE>
 
Participant's death, if earlier.

          "Stock" means shares of the Company's voting common stock or preferred
stock meeting the requirements of Section 409(e)(3) of the Code issued by an
Employer or an affiliated corporation.

          "Stock Fund" means that portion of the Trust Fund consisting of Stock.

          "Stock Obligation" means an indebtedness arising from any extension of
credit to the Plan or the Trust which was obtained for the purpose of buying
Stock and which satisfies the requirements set forth in Section 6.3.

          "Total Compensation" means a Participant's wages, salary, overtime,
bonuses, commissions, and any other amounts received for personal services
rendered while in Service from any Employer or an affiliate (within the purview
of Section 414(b), (c), and (m) of the Code), plus his earned income from any
such entity as defined in Section 401(c)(2) of the Code if he is self-employed.
"Total Compensation" shall include (i) severance payments and amounts paid as a
result of termination, (ii) amounts excludable from gross income under Section
911 or deductible under Section 913 of the Code, (iii) amounts described in
Sections 104(a)(3), 105(a), and 105(h) of the Code to the extent includable in
gross income, (iv) amounts described in Section 105(d) of the Code, (v) amounts
received from an Employer for moving expenses which are not deductible under
Section 217 of the Code, (vi) amounts includable in gross income in the year of,
and on account of, the grant of a nonqualified stock option, (vii) amounts
includable in gross income pursuant to Section 83(b) of the Code, and (viii)
amounts includable in gross income under an unfunded nonqualified plan of
deferred compensation, but shall

                                      xv
<PAGE>
 
exclude (ix) Employer contributions to or amounts received from a funded or
qualified plan of deferred compensation, (x) Employer contributions to a
simplified employee pension account to the extent deductible under Section 219
of the Code, (xi) Employer contributions to a Section 403(b) annuity contract,
(xii) amounts includable in gross income pursuant to Section 83(a) of the Code,
(xiii) amounts includable in gross income upon the exercise of nonqualified
stock option or upon the disposition of stock acquired under any stock option,
and (xiv) any other amounts expended by the Employer on the Participant's behalf
which are excludable from his income or which receive special tax benefits. A
Participant's Total Compensation shall exclude any compensation in any
limitation year beginning after 1988 in excess of $200,000 (or the limit
currently in effect under Section 401(a)(17) of the Code).

          "Trust" or "Trust Fund" means the trust fund created under this Plan.

          "Trust Agreement" means the agreement between the Company and the
Trustee concerning the Trust Fund. If any assets of the Trust Fund are held in a
co-mingled trust fund with assets of other qualified retirement plans, "Trust
Agreement" shall be deemed to include the trust agreement governing that co-
mingled trust fund. With respect to the allocation of investment responsibility
for the assets of the Trust Fund, the provisions of Section 2.2 of the Trust
Agreement are incorporated herein by reference.

          "Trustee" means one or more corporate persons and individuals selected
from time to time by the Company to serve as trustee or co-trustees of the Trust
Fund.

          "Unallocated Stock Fund" means that portion of the Stock Fund 
consisting 

                                      xvi
<PAGE>
 
of the Plan's holding of stock which have been acquired in exchange for one or
more Stock obligations and which have not yet been allocated to the
Participant's Accounts in accordance with Section 4.2.

          "Valuation Date" means the last day of the Plan Year and each other
date as of which the committee shall determine the investment experience of the
Investment Fund and adjust the Participants' accounts accordingly.

          "Valuation Period" means the period following a Valuation Date and
ending with the next Valuation Date.

          "Vesting Year" means a unit of Service credited to a Participant
pursuant to Section 9.2 for purposes of determining his vested interest in his
Account. 

Section 3. Eligibility for Participation.

     3.1  Initial Eligibility.  An Employee shall first be eligible to
participate in the Plan as of the Entry Date coinciding with or next following
the later of the following dates: (a) the last day of the Employee's first
Eligibility Year, and (b) the Employee's 21st birthday. However, if an Employee
is not in active Service with an Employer on the date he would otherwise first
be eligible to participate in the Plan, his eligibility to participate shall be
deferred until the next day he is in Service.

     The Employer shall notify all Employees when they become eligible to
participate in the Plan and shall instruct them that they may elect not to
participate. Upon request, the Committee shall provide eligible Employees with
an Agreement of Non-Participation. An eligible Employee may elect not to become
a Participant in the Plan by signing and delivering to the Committee the
Agreement of Non-Participation within ninety (90) days

                                     xvii
<PAGE>
 
after receiving it. Any Employee who elects not to become a Participant as of
the first Entry Date on which he was eligible may become a Participant as of any
succeeding Entry Date if he is still eligible by executing a revocation of the
Agreement of Non-Participation and delivering the same to the Committee within
ninety (90) days of any succeeding Entry Date. Any Employee who first met the
provisions of the eligibility on or before July 23, 1991 has ninety days from
such date to elect not to become a Participant or continue participation in the
Plan by executing an Agreement of Non-Participation and delivering the same to
the Committee. However, such execution of an Agreement of Non-Participation
shall not affect any contribution credited to the Employee's account prior to
July 23, 1991.

     3.2  Definition of Eligibility Year.  An "Eligibility Year" means an
applicable eligibility period (as defined below) in which the Employee has at
least 1,000 Hours of Service. For this purpose,

          (a) an Employee's first "eligibility period" is the 12-consecutive
          month period beginning on the first day on which he has an Hour of
          Service, and
          (b) his subsequent eligibility periods will be 12-consecutive month
          periods beginning on each July 1 after that first day of Service.

     3.3  Terminated or Part-Time Employees. No Employee shall have any interest
or rights under this Plan if (i) he is never in active Service with an Employer
on or after the Effective Date, or (ii) he had 500 or fewer hours of Service in
any eligibility period beginning before the Effective Date and he never has an
Eligibility Year after such period.

                                     xviii
<PAGE>
 
     3.4  Certain Employees Ineligible. No Employee shall participate in the
Plan while his Service is covered by a collective bargaining agreement between
an Employer and the Employee's collective bargaining representative if (i)
retirement benefits have been the subject of good faith bargaining between the
Employer and the representative and (ii) the collective bargaining agreement
does not provide for the Employee's participation in the Plan. No Employee shall
participate in the Plan while he is actually employed by a leasing organization
rather than an Employer.

     3.5  Waiver of Participation.  Any eligible employee who does not wish to
participate in the Plan shall file with the Committee a waiver of participation
on a form provided for this purpose. A waiver shall be effective until the first
day of the Plan Year following the Employee's revocation of the waiver.

     3.6  Participation and Reparticipation.  Subject to the satisfaction of the
foregoing requirements, an Employee shall participate in the Plan during each
period of his Service from the date on which he first becomes eligible until his
termination. For this purpose, an Employee returning within five years of his or
her termination who previously satisfied the initial eligibility requirements
shall re-enter the Plan as of the date of his return to Service with an
Employer.

Section 4.  Employer Contributions and Credits.

     4.1  Discretionary Contributions.  Each Employer shall from time to time
contribute, with respect to a Plan Year, such amounts as it may determine from
time to time. An Employer shall have no obligation to contribute any amount
under this Plan except as so determined in its sole discretion. The Employers'
contributions and available

                                      xix
<PAGE>
 
forfeitures for a Plan Year shall be credited as of the last day of the year to
the Accounts of the Active Participants in proportion to their amounts of Cash
Compensation.

     4.2 Contributions for Stock Obligations. If the Trustee, upon instructions
from the Committee, incurs any Stock obligation upon the purchase of Stock, the
Employers shall contribute for each Plan Year an amount sufficient to cover all
payments of principal and interest as they come due under the terms of the Stock
Obligation. If there is more than one Stock Obligation, the Employers shall
designate the one to which any contribution is to be applied. The Employers'
obligation to make contributions under this Section 4.2 shall be reduced to the
extent of any investment earnings realized on such contributions and any
dividends paid by the Employers on Stock held in the Unallocated Stock Account,
which earnings and dividends shall be applied to the Stock Obligation related to
that Stock.

     In each Plan Year in which Employer contributions, earnings on
contributions, or dividends on unallocated Stock are used as payments under a
Stock Obligation, a certain number of shares of the Stock acquired with that
Stock Obligation which is then held in the Unallocated Stock Fund shall be
released for allocation among the Participants. The number of shares released
shall bear the same ratio to the total number of those shares then held in the
Unallocated Stock Fund (prior to the release) as (i) the principal and interest
payments made on the Stock Obligation in the current Plan Year bears to (ii) the
sum of (i) above, and the remaining principal and interest payments required (or
projected to be required on the basis of the interest rate in effect at the end
of the Plan Year) to satisfy the Stock Obligation.

                                      xx
<PAGE>
 
     At the direction of the Committee, the current and projected payments of
interest under a Stock Obligation may be ignored in calculating the number of
shares to be released in each year if (i) the Stock Obligation provides for
annual payments of principal and interest at a cumulative rate that is not less
rapid at any time than level annual payments of such amounts for 10 years, (ii)
the interest included in any payment is ignored only to the extent that it would
be determined to be interest under standard loan amortization tables, and (iii)
the term of the Stock Obligation, by reason of renewal, extension, or
refinancing, has not exceeded 10 years from the original acquisition of the
Stock.

     For these purposes, each Stock Obligation, the Stock purchased with it, and
any dividends on such Stock, shall be considered separately. The Stock released
from the Unallocated Stock Fund in any Plan Year shall be credited as of the
last day of the year to the Accounts of the Active Participants in proportion to
their amounts of Cash Compensation.

     4.3  Definitions Related to Contribution.  For the purposes of this Plan,
the following terms have the meanings specified:

          "Active Participant" means a Participant who has satisfied the
eligibility requirements under Section 3 and who has at least 1,000 Hours of
Service during the current Plan Year. However, a Participant shall not qualify
as an Active Participant unless (i) he is in active Service with an Employer on
the last day of the Plan Year, or (ii) his Service terminated during the Plan
Year by reason of death.

          "Cash Compensation" means a Participant's compensation from his 

                                      xxi
<PAGE>
 
Employer with respect to that portion of a Plan Year in which he is an Active
Participant. A Participant's compensation shall be based upon the cash method of
accounting; overtime pay, bonuses, stock bonuses, commissions, taxable sick pay,
severance pay, any compensation deferred under a qualified cash or deferred
arrangement, and similar items shall be included, but any compensation income
realized under a stock option, amounts paid by or received from an Employer to
cover travel, entertainment, moving or similar expenses, and the value of any
fringe benefits not received in cash shall be excluded.

     Notwithstanding anything herein to the contrary, if the Cash Compensation
of any Participant consists of or includes commissions, then the Participant's
Cash Compensation eligible for the allocation of Contributions and Forfeitures
shall exclude any Cash Compensation in any Plan Year in excess of $75,000,
effective with the Plan Year beginning July 1, 1992, with adjustment for cost of
living increases identical to the cost of living increases announced by the
Internal Revenue Service for retirement plan limitations.

     A Participant's Cash Compensation shall exclude any compensation in any
Plan Year beginning after 1988 and in subsequent Plan Years up to and including
the Plan Year beginning in 1993 in excess of $200,000 (or the limit currently in
effect under Section 401(a)(17) of the Code).

     For any Plan Year beginning after 1993, a Participant's Cash Compensation
shall exclude any compensation in excess of the OBRA '93 annual compensation
limit of $150,000, as adjusted for increases in cost of living in accordance
with Section 401(a)(17)(B) of the Code. For any Plan Year beginning after 1994,
a Participant's Cash


                                     xxii
<PAGE>
 
Compensation shall exclude any compensation paid to a Participant which results
from the sale of any vacation benefits.

     4.4  Conditions as to Contributions. Employers' contributions shall in all
event be subject to the limitation set forth in Section 5. Contributions may be
made in the form of cash, or securities and other property to the extent
permissible under ERISA, including Stock, and shall be held by the Trustee in
accordance with the Trust Agreement. In addition to the provisions of Section
13.3 for the return of an Employer's contributions in connection with a failure
of the Plan to qualify initially under the Code, any amount contributed by an
Employer due to a good faith mistake of fact, or based upon a good faith but
erroneous determination of its deductibility under Section 404 of the Code,
shall be returned to the Employer within one year after the date on which the
contribution was originally made, or within one year after its nondeductibility
has been finally determined. However, the amount to be returned shall be reduced
to take account of any adverse investment experience within the Trust Fund in
order that the balance credited to each Participant's Account is not less that
it would have been if the contribution had never been made.

     Section 5.  Limitations on Contributions and Allocations.

          5.1 Limitation on Annual Additions. Notwithstanding the provisions of
Section 4, the annual addition to a Participant's accounts under this and any
other defined contribution plans maintained by the Employers or an affiliate
(within the purview of Section 414(b), (c), and (m) and Section 415(h) of the
Code, which affiliate shall be deemed an Employer for this purpose) shall not
exceed for any limitation year an amount


                                     xxiii
<PAGE>
 
equal to the lesser of --

          5.1-1   $30,000, or the dollar limitation currently in effect; or

          5.1-2   25 percent of the Participant's Total Compensation for such
limitation year. For purposes of this Section 5.1 and the following Section 5.2,
the "annual addition" to a Participant's accounts means the sum of (i) the
Employer contributions and Employee forfeitures credited to a Participant's
accounts with respect to a limitation year, plus (ii) the Participant's total
voluntary contributions for that year. The $30,000 and $90,000 limitations
referred to shall, for each limitation year ending after 1988, be automatically
adjusted to the new dollar limitations determined by the Commissioner of
Internal Revenue for the calendar year beginning in that limitation year.
Notwithstanding the foregoing, if the special limitations on annual additions
described in section 415(c)(6) of the Code applies, the limitations described in
this section shall be adjusted accordingly. A "limitation year" means each 12
consecutive month period beginning July 1.

          5.2     Coordinated Limitation With Other Plans. Aside from the
limitation prescribed by Section 5.1 with respect to the annual addition to a
Participant's accounts for any single limitation year, if a Participant has ever
participated in one or more defined benefit plans maintained by an Employer or
an affiliate, then the annual additions to his accounts shall be limited on a
cumulative basis so that the sum of his defined contribution plan fraction and
his defined benefit plan fraction does not exceed one. For this purpose:

          5.2-1   A Participant's defined contribution plan fraction with
respect to a Plan Year shall be a fraction, (i) the numerator of which is the
sum of the annual


                                     xxiv
<PAGE>
 
additions to his accounts through the current year, and (ii) the denominator of
which is the sum of the lesser of the following amounts -A- and -B- determined
for the current limitation year and each prior limitation year of Service with
an Employer: -A- is 1.25 times $30,000, or 1.0 times such dollar limitation if
the Plan is top-heavy, and -B- is 35 percent of the Participant's Total
Compensation for such year. Further, if the Participant participated in any
related defined contribution plan in any years beginning before 1976, any excess
of the sum of the actual annual additions to the Participant's accounts for
those years over the maximum annual additions which could have been made in
accordance with Section 5.1 shall be ignored, and voluntary contributions by the
Participant during those years shall be taken into account as to each such year
only to the extent that his average annual voluntary contribution in those years
exceeded 10 percent of his average annual Total Compensation in those years.

          5.2-2   A Participant's defined benefit plan fraction with respect to
a limitation year shall be a fraction, (i) the numerator of which is his
projected annual benefit payable at normal retirement under the Employers'
defined benefit plans, and (ii) the denominator of which is the lesser of (a)
1.25 times $90,000, or 1.0 times such dollar limitation if the Plan is top-
heavy, and (b) 1.4 times the Participant's average Total Compensation during his
highest-paid three consecutive limitation years.

     5.3  Effect of Limitations. The Committee shall take whatever action may be
necessary from time to time to assure compliance with the limitations set forth
in Section 5.1 and 5.2. Specifically, the Committee shall see that each Employer
restrict its contributions for any Plan Year to an amount which, taking into
account the amount of


                                      xxv
<PAGE>
 
available forfeitures, may be completely allocated to the Participants
consistent with those limitations. Where the limitations would otherwise be
exceeded by any Participant, further allocations to the Participant shall be
curtailed to the extent necessary to satisfy the limitations. Where an excessive
amount is contributed on account of a mistake as to one or more Participants'
compensation, or there is an amount of forfeitures which may not be credited in
the Plan Year in which it becomes available, the amount shall be held in a
suspense account to be allocated in lieu of any Employer contributions in future
years until it is eliminated, and to be returned to the Employer if it cannot be
credited consistent with these limitations before the termination of the Plan.

     5.4  Limitations as to Certain Participants. Aside from the limitations set
forth in Section 5.1 and 5.2, if the Plan acquires any Stock in a transaction as
to which a selling shareholder or the estate of a deceased shareholder is
claiming the benefit of Section 1042 or 1057 of the Code, the Committee shall
see that none of such Stock, and no other assets in lieu of such Stock, are
allocated to the Accounts of certain Participants in order to comply with
Section 409(n) of the Code.

     This restriction shall apply at all times to a Participant who owns (taking
into account the attribution rules under Section 318(a) of the Code, without
regard to the exception for employee plan trusts in Section 318(a)(2)(B)(i) more
than 25 percent of any class of stock of a corporation which issued the Stock
acquired by the Plan, or another corporation within the same controlled group,
as defined in Section 409(1)(4) of the Code (any such class of stock hereafter
called a "Related Class"). For this purpose, a Participant who owns more than 25
percent of any Related Class at any time within the one year


                                     xxvi
<PAGE>
 
preceding the Plan's purchase of the Stock shall be subject to the restriction
as to all allocations of the Stock, but any other Participant shall be subject
to the restriction only as to allocations which occur at a time when he owns
more than 25 percent of any Related Class.

     Further, this restriction shall apply to the selling shareholder claiming
the benefit of Section 1042, the deceased shareholder whose estate is claiming
the benefit of Section 2057, and any other Participant who is related to such a
shareholder within the meaning of Section 267(b) of the Code, during the period
beginning on the date on which the Plan purchases the Stock and ending 10 years
after the later of (i) the date of such purchase, and (ii) the date of the
allocation under Section 4.2 attributable to the final payment on whatever Stock
Obligations were incurred with the purchase.

     This restriction shall not apply to any Participant who is a lineal
descendant of a deceased shareholder if the aggregate amounts allocated under
the Plan for the benefit of all such descendants do not exceed five percent of
the Stock acquired from the shareholder's estate.

     Section 6.  Trust Fund and Its Investment.

          6.1  Creation of Trust Fund. All amounts received under the Plan from
Employers and investments shall be held as the Trust Fund pursuant to the terms
of this Plan and of the Trust Agreement between the Company and the Trustee. The
benefits described in this Plan shall be payable only from the assets of the
Trust Fund, and none of the Company, any other Employer, its board of directors
or trustees, its stockholders, its officers, its employees, the Committee, and
the Trustee shall be liable for payment of any


                                     xxvii
<PAGE>
 
benefit under this Plan except from the Trust Fund.

          6.2  Stock Fund and Investment Fund. The Trust Fund held by the
Trustee shall be divided into the Stock Fund, consisting entirely of Stock, and
the Investment Fund, consisting of all assets of the Trust other than Stock. The
Trustee shall have no investment responsibility for the Stock Fund, but shall
accept any Employer contributions made in the form of Stock, and shall acquire,
sell, exchange, distribute, and otherwise deal with and dispose of Stock in
accordance with the instructions of the Committee. The Trustee shall have full
responsibility for the investment of the Investment Fund, except to the extent
such responsibility may be delegated from time to time to one or more investment
managers pursuant to Section 2.2 of the Trust Agreement.

          6.3  Acquisition of Stock. From time to time the Committee may, in its
sole discretion, direct the Trustee to acquire Stock from the issuing Employer
or from shareholders,including shareholders who are or have been Employees,
Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for
such Stock no more than its fair market value, which shall be determined
conclusively by the Committee pursuant to Section 12.4. The Committee may direct
the Trustee to finance the acquisition of Stock by incurring or assuming
indebtedness to the seller or another party (including the Internal Revenue
Service in the case of Stock acquired from a deceased shareholder's estate in
accordance with Section 2210 of the Code), which indebtedness shall be called a
"Stock Obligation". Any Stock Obligation shall be subject to the following
conditions and limitations:

          6.3-1   A Stock Obligation shall be for a specific term, shall not be
payable


                                    xxviii
<PAGE>
 
on demand except in the event of default, and shall bear a reasonable rate of
interest.

          6.3-2   A Stock Obligation may, but need not, be secured by a
collateral pledge of either the Stock acquired in exchange for the Stock
Obligation, or the Stock previously pledged in connection with a prior Stock
Obligation which is being repaid with the proceeds of the current Stock
Obligation. No other assets of the Plan and Trust may be used as collateral for
a Stock Obligation, and no creditor under a Stock Obligation shall have any
right or recourse to any Plan and Trust assets other than Stock remaining
subject to a collateral pledge.

          6.3-3   Any pledge of Stock to secure a Stock Obligation must provide
for the release of pledged Stock in connection with payments on the Stock
Obligations in the ratio prescribed in Section 4.2.

          6.3-4   Repayments of principal and interest on any Stock Obligation
shall be made by the Trustee only from Employer cash contributions designated
for such payments, from earnings on such contributions, and from cash dividends
received on Stock held in the Unallocated Stock Fund.

          6.4  Participants' Option to Diversify. The Committee shall provide
for a procedure under which each Participant may, during the first five years of
a certain six-year period, elect to have up to 25 percent of the value of his
Account committed to alternative investment options within the Investment Fund.
For the sixth year in this period, the Participant may elect to have up to 50
percent of the value of his Account committed to other investments. The six-year
period shall begin with the Plan Year following the first Plan Year in which the
Participant has both reached aged 55 and


                                     xxix
<PAGE>
 
completed 10 years of participation in the Plan; a Participant's election to
diversify his Account must be made within the 90-day period immediately
following the last day of each of the six Plan Years. The Committee shall see
that the Investment fund includes a sufficient number of investment options to
comply with Section 401(a)(28)(B) of the Code. The Trustee shall comply with any
investment directions received from Participants in accordance with the
procedures adopted from time to time by the Committee under this Section 6.4.

     Section 7.  Voting Rights and Dividends on Stock.

          7.1  Voting of Stock. The Trustee generally shall vote all shares of
Stock held under the Plan in accordance with the written instructions of the
Committee. However, if any Employer has registration-type class of securities
within the meaning of Section 409(e)(4) of the Code, or if a matter submitted to
the holders of the Stock involves a merger, consolidation, recapitalization,
reclassification, liquidation, dissolution, or sale of substantially all assets
of an entity, then (i) the shares of Stock which have been allocated to
Participants' Accounts shall be voted by the Trustee in accordance with the
Participants' written instructions, (ii) the Trustee shall not vote any
allocated Stock for which it has no written instructions, and (iii) the Trustee
shall vote any unallocated Stock in a manner calculated to most accurately
reflect the instructions it has received from Participants regarding the
allocated Stock. Whenever such voting rights are to be exercised, the Employers,
the Committee, and the Trustee shall see that all Participants are provided with
the same notices and other materials as are provided to other holders of the
Stock, and are provided with adequate opportunity to deliver their


                                      xxx
<PAGE>
 
instructions to the Trustee regarding the voting of Stock allocated to their
Accounts.

          7.2  Dividends on Stock. Dividends on Stock which are received by the
Trustee in the form of additional Stock shall be retained in the Stock Fund, and
shall be allocated among the Participant's Accounts and the Unallocated Stock
Fund in accordance with their holdings of the Stock on which the dividends have
been paid. Dividends on Stock credited to Participants' Accounts which are
received by the Trustee in the form of cash shall, at the direction of the
Employer paying the dividends, either (i) be credited to the Accounts in
accordance with their holdings of the Stock and invested as part of the
Investment Fund, (ii) be distributed immediately to the Participants in
accordance with the holdings of the Stock credited to their Accounts or (iii) be
distributed to the Participants within 90 days of the close of the Plan Year in
which paid in accordance with the holdings of the Stock credited to their
Accounts. Dividends on Stock held in the Unallocated Stock Fund which are
received by the Trustee in the form of cash shall be applied as soon as
practicable to payments of principal and interest under the Stock Obligation
incurred with the purchase of the Stock.

     Section 8.  Adjustments to Accounts.

          8.1  Adjustments for Transactions. An Employer contribution pursuant
to Section 4.1 shall be credited to the Participants' Accounts as of the last
day of the Plan Year for which it is contributed. Stock released from the
Unallocated Stock Fund upon the Trust's repayment of a Stock Obligation pursuant
to Section 4.2 shall be credited to the Participants' Accounts as of the last
day of the Plan Year in which the repayment occurred. Any excess amounts
remaining from the use of proceeds of a sale of Stock from


                                     xxxi
<PAGE>
 
the Unallocated Stock Fund to repay a Stock Obligation shall be allocated as of
the last day of the Plan Year in which the repayment occurred among the
Participants' Accounts in proportion to the opening balance in each Account. Any
benefit which is paid to a Participant or Beneficiary pursuant to Section 10
shall be charged to the Participant's Account as of the first day of the
Valuation Period in which it is paid. Any forfeiture or restoral shall be
charged or credited to the Participant's Account as of the first day of the
Valuation Period in which the forfeiture or restoral occurs pursuant to Section
9.6.

          8.2  Valuation of Investment Fund. As of each Valuation Date, the
Trustee shall prepare a balance sheet of the Investment Fund, recording each
asset (including any contribution receivable from an Employer) and liability at
its fair market value. Any liability with respect to short positions or options
and any item of accrued income or expense and unrealized appreciation or
depreciation shall be included; provided, however, that such an item may be
estimated or excluded if it is not readily ascertainable unless estimating or
excluding it would result in a material distortion. The Committee shall then
determine the net gain or loss of the Investment Fund since the preceding
Valuation Date, which shall mean the entire income of the Investment Fund,
including realized and unrealized capital gains and losses, net of any expenses
to be charged to the general Investment Fund and excluding any contributions by
the Employer. The determination of gain or loss shall be consistent with the
balance sheets of the Investment Fund for the current and preceding Valuation
Dates.

          8.3  Adjustments for Investment Experience. Any net gain or loss of
the Investment Fund during a Valuation Period, as determined pursuant to Section
8.2, shall


                                     xxxii
<PAGE>
 
be allocated as of the last day of the Valuation Period among the Participants'
Accounts in proportion to the opening balance in each Account, as adjusted for
benefit payments and forfeitures during the Valuation Period, without regard to
whatever Stock may be credited to an Account.

     Section 9.  Vesting of Participants' Interests.

     9.1 Deferred Vesting in Accounts. A Participant's vested interest in his
Account shall be based on his Vesting Years in accordance with the following
Table, subject to the balance of this Section 9:

<TABLE>
<CAPTION>

<S>                                                 <C> 
                       Vesting                       Percentage of             
                                                                               
                       Years                        Interest Vested            
                                                                               
                                    
                       fewer than 3                        0% 
                                                                         
                            3                             20% 
                                                                         
                            4                             40% 
                                                                         
                            5                             60% 
                                                                         
                            6                             80%     
                                                                      
                        7 or more                        100%  
</TABLE> 
                                                                    
     9.2 Computation of Vesting Years. For purposes of this Plan, a "Vesting
Year" means each 12-month period beginning July 1, in which an Employee has at
least 1,000 Hours of Service, beginning with his initial Service with any
Employer, and including certain Service with other employers as provided in the
definition of "Service". However, a Participant's Vesting Years shall be
computed subject to the following conditions and qualifications:


                                    xxxiii
<PAGE>
 
          (a)  A Participant's Vesting Years shall not include any Service prior
to the 12-month period in which the Participant reached age 18.

          (b)  A Participant's vested interest in his Account accumulated before
a Break in Service shall be determined without regard to any Service after the
Break. Further, if a Participant has a Break in Service before his interest in
his Account has become vested to some extent, he shall lose credit for any
Vesting Year before the Break.

          (c)  Unless otherwise specifically excluded, a Participant's Vesting
Years shall include any period of active military duty to the extent required by
the Military Selective Service Act of 1967 (38 U.S.C. Section 2021).

     9.3  Full Vesting Upon Certain Events. Notwithstanding Section 9.1, a
Participant's interest in his Account shall fully vest on the Participant's
Normal Retirement Date, provided the Participant is in Service on or after that
date. The Participant's interest shall also fully vest in the event that his
Service is terminated by Early Retirement, Disability or by death.

     9.4  Full Vesting Upon Plan Termination. Notwithstanding Section 9.1, a
Participant's interest in his Account shall fully vest if he is in active
Service upon termination of this Plan or upon the permanent and complete
discontinuance of contributions by his Employer. In the event of a partial
termination, the interest of each Participant who is in Service shall fully vest
with respect to that part of the Plan which is terminated.

     9.5  Forfeiture. Repayment, and Restoral If a Participant's Service
terminates before his interest in his Account is fully vested, that portion
which has not vested shall


                                     xxxiv
<PAGE>
 
be forfeited when he has a 1-Year Break in Service. In the case of a terminated
Participant who does not receive a distribution of his entire vested interest
and whose Service resumes before a Break in Service occurs, any undistributed
vested balance from his prior participation shall be maintained as a fully
vested sub-account with his Account.

     If any former Participant shall be reemployed by an Employer before five
consecutive 1-Year Breaks in Service have occurred, and such former Participant
has received a distribution of all his vested assets in the Plan, the unvested
portion of his assets shall be reinvested to his Account if he repays the full
amount distributed to him within the earlier of five years after the first date
on which he is reemployed by an Employer or the close of the first period of
five consecutive 1-Year Breaks in Service commencing after the distribution.
Upon repayment of the entire distribution within the required time period, the
forfeited unvested assets shall be restored in full.

     9.6  Accounting for Forfeitures. A forfeiture shall be charged to the
Participant's Account as of the first day of the first Valuation Period in which
the forfeiture becomes certain pursuant to Section 9.5. Except as otherwise
provided in that Section, a forfeiture shall be added to the contributions of
the terminated Participant's Employer which are to be credited to other
Participants pursuant to Section 4.1 as of the last day of the Plan Year in
which the forfeiture becomes certain.

     9.7  Vesting and Nonforfeitability. A Participant's interest in his Account
which has become vested shall be nonforfeitable for any reason.

     Section 10.  Payment of Benefits.

     10.1 Benefits for Participants. A Participant whose Service ends for any
reason

                                     xxxv
<PAGE>
 
shall receive the vested portion of his Account in a single payment on a date
selected by the Committee. That date shall be on or before the 60th day after
the end of the Plan Year in which his Service ends. Notwithstanding the
foregoing, if the balance credited to his Account exceeds $3,500, his benefits
shall not be paid before the latest of his 65th birthday or the tenth
anniversary of the year in which he commenced participation in the Plan unless
he elects an early payment date in a written election filed with the Committee.
A Participant may modify such an election at any time, provided any new benefit
payment date is at least 30 days after a modified election is delivered to the
Committee. In all events, a Participant's benefits shall be paid by April 1st of
the calendar year in which he reaches age 71- 1/2. A Participant's benefits from
that portion of his Account committed to the Investment Fund shall be calculated
on the basis of the most recent Valuation Date before the day of payment.

     10.2 Benefits on a Participant's Death. If a Participant dies before his
benefits are paid pursuant to Section 10.1, the balance credited to his Account
shall be paid to his Beneficiary in a single distribution on or before the 60th
day after the end of the Plan Year in which he died. The benefits from that
Portion of the Account committed to the Investment Fund shall be calculated on
the basis of the most recent Valuation Date before the date of payment.

     If a married Participant dies before his benefit payments begin, than
unless he has specifically elected otherwise the Committee shall cause the
balance in his Account to be paid to his Spouse. No election by a married
Participant of a different Beneficiary shall be valid unless the election is
accompanied by the Spouse's written consent, which (i) must


                                     xxxvi
<PAGE>
 
acknowledge the effect of the election, (ii) must explicitly provide either that
the designated beneficiary may not subsequently be changed by the Participant
without the Spouse's further consent, or that it may be changed without such
consent, and (iii) must be witnessed by the Committee, its representative, or a
notary public. (This requirement shall not apply if the Participant establishes
to the Committee's satisfaction that the Spouse may not be located.)

     10.3  Marital Status. The Committee shall from time to time take whatever
steps it deems appropriate to keep informed of each Participant's marital
status. Each Employer shall provide the Committee with the most reliable
information in the Employer's possession regarding its Participants' marital
status, and the Committee may, in its discretion, require a notarized affidavit
from any Participant as to his marital status. The Committee, the Plan, the
Trustee, and the Employers shall be fully protected and discharged from any
liability to the extent of any benefit payments made as a result of the
Committee's good faith and reasonable reliance upon information obtained from a
Participant and his Employer as to his marital status.

     10.4  Delay in Benefit Determination. If the Committee is unable to
determine the benefits payable to a Participant or Beneficiary on or before the
latest date prescribed for payment pursuant to Section 10.1 or 10.2, the
benefits shall in any event be paid within 60 days after they can first be
determined, with whatever makeup payments may be appropriate in view of the
delay.

     10.5  Accounting for Benefit Payments. Any benefit payment shall be charged
to the Participant's Account as of the first day of the Valuation Period in
which the payment


                                    xxxvii
<PAGE>
 
is made.

     10.6  Options to Receive and Sell Stock. Unless ownership of virtually all
Stock is restricted to active Employees and qualified retirement plans for the
benefit of Employees pursuant to the certificates of incorporation or by-laws of
the Employers issuing Stock, a terminated Participant or the Beneficiary of a
deceased Participant may instruct the Committee to distribute the Participant's
entire vested interest in his Account in the form of Stock. In that event, the
Committee shall apply the Participant's vested interest in the Investment Fund
to purchase sufficient Stock from the Stock Fund or from any owner of stock to
make the required distribution. In all other cases, the Participant's vested
interest in the Stock Fund shall be distributed in shares of Stock, and his
vested interest in the Investment Fund shall be distributed in cash.

     Any Participant who receives Stock pursuant to Section 10.1, an any person
who has received Stock from the Plan or from such a Participant by reason of the
Participant's death or incompetency, by reason of divorce or separation from the
Participant, or by reason of a rollover contribution described in Section
402(a)(5) of the Code, shall have the right to require the Employer which issued
the Stock to purchase the Stock for its current fair market value (hereinafter
referred to as the "put right"). The put right shall be exercisable by written
notice to the Committee during the first 60 days after the Stock is distributed
by the Plan, and, if not exercised in that period, during the first 60 days in
the following Plan Year after the Committee has communicated to the Participant
its determination as to the Stock's current fair market value. However, the put
right shall not apply to the extent that the Stock, at the time the put right
would otherwise be


                                    xxxviii
<PAGE>
 
exercisable, may be sold on an established market in accordance with federal and
state securities laws and regulations. If the put right is exercised, the
Trustee may, if so directed by the Committee in its sole discretion, assume the
Employer's rights and obligations with respect to purchasing the Stock.

     The Employer or the Trustee, as the case may be, may elect to pay for the
Stock in equal periodic installments, not less frequently than annually, over a
Period not longer than five years from the 30th day after the put right is
exercised, with adequate security and interest at a reasonable rate on the
unpaid balance, all such terms to be set forth in a promissory note delivered to
the seller with normal terms as to acceleration upon any uncured default.

     Nothing contained herein shall be deemed to obligate any Employer to
register any Stock under any federal or state securities law or to create or
maintain a public market to facilitate the transfer or disposition of any Stock.
The put right described herein may only be exercised by a person described in
the second preceding paragraph, and may not be transferred with any Stock to any
other person. As to all Stock purchased by the Plan in exchange for any Stock
Obligation, the put right be nonterminable. The put right for Stock acquired
through a Stock Obligation shall continue with respect to such Stock after the
Stock Obligation is repaid or the Plan ceases to be an employee stock ownership
plan.

     10.7  Restrictions on Disposition of Stock. Except in the case of Stock
which is traded on an established market, a Participant who receives Stock
pursuant to Section 10.1, and any person who has received Stock from the Plan or
from such a Participant by reason of the Participant's death or incompetency, by
reason of divorce or separation from the Participant, or by


                                     xxxix
<PAGE>
 
reason of a rollover contribution described in Section 402(a)(5) of the Code,
shall, prior to any sale or other transfer of the Stock to any other person,
first offer the Stock to the issuing Employer and to the Plan at its current
fair market value. This restriction shall apply to any transfer, whether
voluntary, involuntary, or by operation of law, and whether for consideration or
gratuitous. Either the Employer or the Trustee may accept the offer within 14
days after it is delivered. Any Stock distributed by the Plan shall bear a
conspicuous legend describing the right of first refusal under this Section
10.7, as well as any other restrictions upon the transfer of the Stock imposed
by federal and state securities laws and regulations.

     10.8  Deemed Distribution. For purposes of this section, if a Participant
terminates service and the value of the Participant's vested account balance is
zero, the Participant shall be deemed to have received a distribution of such
vested account balance.

     10.9  Type of Payment. This Section 10.8 applies to distributions made on
or after January 1, 1993, pursuant to Section 401(a)(31) of the Code and the
regulations thereunder.

          (a)  Direct Rollover.

          Notwithstanding any provision of the Plan to the contrary that would
          otherwise limit a Distributee's election under this section, a
          Distributee may elect, at the time and in the manner prescribed by the
          Committee, to have any portion of an Eligible Rollover Distribution
          processed as a Direct


                                      xl
<PAGE>
 
          Rollover and paid directly to an Eligible Retirement Plan selected by
          the Distributee.

          (b)  Payment to Participant or Beneficiary. If a distribution is an
          Eligible Rollover Distribution, and the Participant or Beneficiary
          elects to have payment made to himself, then the distribution will be
          subject to mandatory 20% federal income tax withholding, unless the
          distribution is less than $200 or consists solely of Employer Stock
          and $200 or less in cash.

          (c)  Limitations.

          If the Distributee requests that an Eligible Rollover Distribution be
          processed as a Direct Rollover, all the assets shall be processed as a
          Direct Rollover to a single Eligible Retirement Plan.

     Section 11.  Rules Governing Benefit Claims and Review of Appeals.

     11.1  Claim for Benefits. Any Participant or Beneficiary who qualifies for
the payment of benefits shall file a claim for his benefits with the Committee
on a form provided by the Committee. The claim, including any election of an
alternative benefit form, shall be filed at least 30 days before the date on
which the benefits are to begin. If a Participant or Beneficiary fails to file a
claim by the 30th day be!fore the date on which benefits become payable, he
shall be presumed to have filed a claim for payment for the Participant's
benefits in the standard form prescribed by Sections 10.1 or 10.2.

     11.2  Notification by Committee. Within 90 days after receiving a claim for
benefits (or within 180 days, if special circumstances require an extension of
time and

                                      xii
<PAGE>
 
written notice of the extension is given to the Participant or Beneficiary
within 90 days after receiving the claim for benefits), the Committee shall
notify the Participant or Beneficiary whether the claim has been approved or
denied. If the Committee denies a claim in any respect, the Committee shall set
forth in a written notice to the Participant or Beneficiary:

          (i)    each specific reason for the denial;

          (ii)   specific references to the pertinent Plan provisions on which
          the denial is based;

          (iii)  a description of any additional material or information which
          could be submitted by the Participant or Beneficiary to support his
          claim, with an explanation of the relevance of such information; and

          (iv)   an explanation of the claims review procedures set forth in
          Section 11.3.

     11.3  Claims Review Procedure. Within 60 days after a Participant or
Beneficiary receives notice from the Committee that his claim for benefits has
been denied in any respect, he may file with the Committee a written notice of
appeal setting forth his reasons for disputing the Committee's determination. In
connection with his appeal the Participant or Beneficiary or his representative
may inspect or purchase copies of pertinent documents and records to the extent
not inconsistent with other Participants' and Beneficiaries' rights of privacy.
Within 60 days after receiving a notice of appeal from a prior determination (or
within 120 days, if special circumstances require an extension of time and
written notice of the extension is given to the Participant or Beneficiary and
his


                                     xlii
<PAGE>
 
representative within 60 days after receiving the notice of appeal), the
Committee shall furnish to the Participant or Beneficiary and his
representative, if any, a written statement of the Committee's final decision
with respect to his claim, including the reasons for such decision and the
Particular Plan provisions upon which it is based.

  Section 12.  The Committee and Its Functions.

  12.1  Authority of Committee. The Committee shall be the "plan administrator"
within the meaning of ERISA and shall have exclusive responsibility and
authority to control and manage the operation and administration of the Plan,
including the interpretation and application of its provisions, except to the
extent such responsibility and authority are otherwise specifically (i)
allocated to the Company, the Employers, or the Trustee under the Plan and Trust
Agreement, (ii) delegated in writing to other persons by the Company, the
Employers, the Committee, or the Trustee, or (iii) allocated to other parties by
operation of law. The Committee shall have no investment responsibility with
respect to the Investment Fund except to the extent, if any, specifically
provided in the Trust Agreement. In the discharge of its duties, the Committee
may employ accountants, actuaries, legal counsel, and other agents (who also may
be employed by an Employer or the Trustee in the same or some other capacity)
and may pay their reasonable expenses and compensation.

     12.2  Identity of Committee. The Committee shall consist of three or more
individuals selected by the Company. Any individual, including a director,
trustee, shareholder, officer, or employee of an Employer, shall be eligible to
service as a member of the Committee. The Company shall have the power to remove
any individual serving

                                     xliii
<PAGE>
 
on the Committee at any time without cause upon 10 days written notice, and any
individual may resign from the Committee at any time upon 10 days written notice
to the Company. The Company shall notify the Trustee of any change in membership
of the Committee.

  12.3  Duties of Committee.  The Committee shall keep whatever records may be
necessary to implement the Plan and shall furnish whatever reports may be
required from time to time by the Company. The Committee shall furnish to the
Trustee whatever information may be necessary to properly administer the Trust.
The Committee shall see to the filing with the appropriate government agencies
of all reports and returns required of the plan Committee under ERISA and other
laws.

  Further, the Committee shall have exclusive responsibility and authority with
respect to the Plan's holdings of Stock and shall direct the Trustee in all
respects regarding the purchase, retention, sale, exchange, and pledge of Stock
and the creation and satisfaction of Stock Obligations. The Committee shall at
all times act consistently with the Company's long-term intention that the Plan,
as an employee stock ownership plan, be invested primarily in Stock. Subject to
the direction of the Board as to the application of Employer contributions to
Stock Obligations, and subject to the provisions of Sections 6.4 and 10.6 as to
Participant's rights under certain circumstances to have their Accounts invested
in Stock or in assets other than Stock, the Committee shall determine in its
sole discretion the extent to which assets of the Trust shall be used to repay
Stock Obligations, to purchase Stock, or to invest in other assets to be
selected by the Trustee or an investment manager. No provision of the Plan
relating to the allocation


                                     xliv
<PAGE>
 
or vesting of any interests in the Stock Fund or the Investment Fund shall
restrict the Committee from changing any holdings of the Trust, whether the
changes involve an increase or a decrease in the Stock or other assets credited
to Participants' Accounts. In determining the proper extent of the Trust's
investment in Stock, the Committee shall be authorized to employ investment
counsel, legal counsel, appraisers, and other agents to pay their reasonable
expenses and compensation.

  12.4  Valuation of Stock.  If the valuation of any Stock is not established by
reported trading on a generally recognized public market, the Committee shall
have the exclusive authority and responsibility to determine its value for all
purposes under the Plan. Such value shall be determined as of each Valuation
Date, and on any other date as of which the Plan purchases or sells such Stock.
The Committee shall use generally accepted methods of valuing stock of similar
corporations for purposes of arm's length business and investment transactions,
and in this connection the Committee shall obtain, and shall be protected in
relying upon, the valuation of such Stock as determined by an independent
appraiser experienced in preparing valuations of similar businesses.

  12.5  Compliance with ERISA.  The Committee shall perform all acts necessary
to comply with ERISA. Each individual member or employee of the Committee shall
discharge his duties in good faith and in accordance with the applicable
requirements of ERISA.

  12.6  Action by Committee.  All actions of the Committee shall be governed by
the affirmative vote of a number of members which is a majority of the total
number of members currently appointed, including vacancies. The members of the
Committee may

                                      xiv
<PAGE>
 
meet informally and may take any action without meeting as a group.

  12.7  Execution of Documents.  Any instrument executed by the Committee shall
be signed by any member or employee of the Committee.

  12.8  Adoption of Rules.  The Committee shall adopt such rules and regulations
of uniform applicability as it deems necessary or appropriate for the proper
administration and interpretation of the Plan.

  12.9  Responsibilities to Participants.  The Committee shall determine which
Employees qualify to enter the Plan. The Committee shall furnish to each
eligible Employee whatever summary plan descriptions, summary annual reports,
and other notices and information may be required under ERISA. The Committee
also shall determine when a Participant or his Beneficiary qualifies for the
payment of benefits under the Plan. The Committee shall furnish to each such
Participant or Beneficiary whatever information is required under ERISA (or is
otherwise appropriate) to enable the Participant or Beneficiary to make whatever
elections may be available pursuant to Sections 6 and 10, and the Committee
shall provide for the payment of benefits in the proper form and amount from the
assets of the Trust Fund. The Committee may decide in its sole discretion to
permit modifications of elections and to defer or accelerate benefits to the
extent consistent with applicable law and the best interests of the individuals
concerned.

  12.10  Alternative Payees in Event of Incapacity.  If the Committee finds at
any time that an individual qualifying for benefits under this Plan is a minor
or is incompetent, the Committee may direct the benefits to be paid, in the case
of a minor, to

                                     xlvi
<PAGE>
 
his parents, his legal guardian, a custodian for him under the Uniform Gifts to
Minors Act, or the person having actual custody of him, or, in the case of an
incompetent, to his spouse, his legal guardian, or the person having actual
custody of him, the payments to be used for the individual's benefit. The
Committee and the Trustee shall not be obligated to inquire as to the actual use
of the funds by the person receiving them under this Section 12.10, and any such
payment shall completely discharge the obligations of the Plan, the Trustee, the
Committee, and the Employers to the extent of the payment.

  12.11  Indemnification by Employers.  Except as separately agreed in writing,
the Committee, and any member or employee of the Committee, shall be indemnified
and held harmless by the Employers, jointly and severally, to the fullest extent
permitted by law against any and all costs, damages, expenses, and liabilities
reasonably incurred by or imposed upon it or him in connection with any claim
made against it or him or in which it or he may be involved by reason of its or
his being, or having been,the Committee, or a member or employee of the
Committee, to the extent such amounts are not paid by insurance.

  12.12  Nonparticipation by Interested Member.  Any member of the Committee who
also is a Participant in the Plan shall take no part in any determination
specifically relating to his own participation or benefits, unless his
abstention would leave the Committee incapable of acting on the matter.

  Section 13.  Adoption. Amendment, or Termination of the Plan.

  13.1  Adoption of Plan by Other Employers.  With the consent of the Company,
any entity may become a participating Employer under the Plan by (i) taking such
action

                                     xlvii
<PAGE>
 
as shall be necessary to adopt the Plan, (ii) becoming a party to the Trust
Agreement establishing the Trust Fund, and (iii) executing and delivering such
instruments and taking such other action as may be necessary or desirable to put
the Plan into effect with respect to the entity's Employees.

  13.2  Adoption of Plan by Successor.  In the event that any Employer shall be
reorganized by way of merger, consolidation, transfer of assets or otherwise, so
that an entity other than an Employer shall succeed to all or substantially all
of the Employer's business, the successor entity may be substituted for the
Employer under the Plan by adopting the Plan and becoming a party to the Trust
Agreement. Contributions by the Employer shall be automatically suspended from
the effective date of any such reorganization until the date upon which the
substitution of the successor entity for the Employer under the Plan becomes
effective. If, within 90 days following the effective date of any such
reorganization, the successor entity shall not have elected to become a party to
the Plan, or if the Employer shall adopt a Plan of complete liquidation other
than in connection with a reorganization, the Plan shall be automatically
terminated with respect to Employees of the Employer as of the close of business
on the 90th day following the effective date of the reorganization, or as of the
close of business on the date of adoption of a plan of complete liquidation, as
the case may be.

  13.3  Plan Adoption Subject to Qualification.  Notwithstanding any other
provision of the Plan, the adoption of the Plan and the execution of the Trust
Agreement are conditioned upon their being determined initially by the Internal
Revenue Service to meet the qualification requirements of Section 401(a) of the
Code, so that the Employers

                                    xlviii
<PAGE>
 
may deduct currently for federal income tax purposes their contributions to the
Trust and so that the Participants may exclude the contributions from their
gross income and recognize income only when they receive benefits. In the event
that this Plan is held by the Internal Revenue Service not to qualify initially
under Section 401(a), the Plan, may be amended retroactively to the earliest
date permitted by U.S. Treasury Regulations in order to secure qualification
under Section 401(a). If this Plan is held by the Internal Revenue Service not
to qualify initially under Section 401(a) either as originally adopted or as
amended, each Employer's contributions to the Trust under this Plan (including
any earnings thereon) shall be returned to it and this Plan shall be terminated.
In the event that this Plan is amended after its initial qualification and the
Plan as amended is held by the Internal Revenue Service not to qualify under
Section 401(a), the amendment may be modified retroactively to the earliest date
permitted by U.S. Treasury Regulations in order to secure approval of the
amendment under Section 401(a).

  13.4  Right to Amend or Terminate.  The Company intends to continue this Plan
as a permanent program. However, each participating Employer separately reserves
the right to suspend, supersede, or terminate the Plan at any time and for any
reason, as it applies to that Employer's Employees, and the Company reserves the
right to-amend, suspend, supersede, merge, consolidate, or terminate the Plan at
any time and for any reason, as it applies to the Employees of all Employers. No
amendment, suspension, supersession, merger, consolidation, or termination of
the Plan shall reduce any Participant's or Beneficiary's proportionate interest
in the Trust Fund, or shall divert any portion of the Trust Fund to purposes
other than the exclusive benefit of the Participants


                                     xlix
<PAGE>
 
and their Beneficiaries prior to the satisfaction of all liabilities under the
Plan. Except as is required for purposes of compliance with the Code or ERISA,
each as amended from time to time, neither the provisions of Sections 4.1 and
4.2 relating to the crediting of contributions, forfeitures and shares of Stock
released from the Unallocated Stock Fund, nor any other provisions of the Plan
relating to the allocation of benefits to Participants, and be amended more
frequently than once every six months. Moreover, there shall not be any transfer
of assets to a successor plan or merger or consolidation with another plan
unless, in the event of the termination of the successor plan or the surviving
plan immediately following such transfer, merger, or consolidation, each
participant or beneficiary would be entitled to a benefit equal to or greater
than the benefit he would have been entitled to if the plan in which he was
previously a participant or beneficiary had terminated immediately prior to such
transfer, merger, or consolidation. Following a termination of this Plan by the
Company, the Trustee shall continue to administer the Trust and pay benefits in
accordance with the Plan as amended from time to time and the Committee's
instructions.

     Section 14.  Miscellaneous Provisions.
     
     14.1 Plan Creates No Employment Rights. Nothing in this Plan shall be
interpreted as giving any Employee the right to be retained as an Employee by an
Employer, or as limiting or affecting the rights of an Employer to control its
Employees or to terminate the Service of any Employee at any time and for any
reason, subject to any applicable employment or collective bargaining
agreements.

     14.2 Nonassignability of Benefits. No assignment, pledge, or other
anticipation
<PAGE>
 
of benefits from the Plan will be permitted or recognized by the Employers, the
Committee, or the Trustee. Moreover, benefits from the Plan shall not be subject
to attachment, garnishment, or other legal process for debts or liabilities of
any Participant or Beneficiary, to the extent permitted by law. This prohibition
on assignment or alienation shall apply to any judgment, decree, or order
(including approval of a property settlement agreement) which relates to the
provision of child support, alimony, or property rights to a present or former
spouse, child or other dependent of a Participant pursuant to a State domestic
relations or community property law, unless the judgment, decree, or order is
determined by the Committee to be a qualified domestic relations order within
the meaning of Section 414(p) of the Code.

     14.3 Limit of Employer Liability. The liability of the Employers with
respect to Participants under this Plan shall be limited to making contributions
to the Trust from time to time, in accordance with Section 4.

     14.4 Treatment of Expenses. All expenses incurred by the Committee and the
Trustee in connection with administering this Plan and Trust Fund shall be paid
by the Trustee from the Trust Fund to the extent the expenses have not been paid
or assumed by the Employers or by the Trustee.

     14.5 Number and Gender. Any use of the singular shall be interpreted to
include the plural, and the plural the singular. Any use of the masculine,
feminine, or neuter shall be interpreted to include the masculine, feminine, or
neuter, as the context shall require.

     14.6 Nondiversion of Assets. Except as provided in Sections 5.3 and 13.3,
under no circumstances shall any portion of the Trust Fund be diverted to or
used for any
<PAGE>
 
purpose other than the exclusive benefit of the Participants and their
Beneficiaries prior to the satisfaction of all liabilities under the Plan.

     14.7 Separability of Provisions. If any provision of this Plan is held to
be invalid or unenforceable, the other provisions of the Plan shall not be
affected but shall be applied as if the invalid or unenforceable provision had
not been included in the Plan.

     14.8 Service of Process. The agent for the service of process upon the Plan
shall be the president of the Company, or such other person as may be designated
from time to time by the Company.

     14.9 Governing State Law. This Plan shall be interpreted in accordance with
the laws of the State of Illinois to the extent those laws are applicable under
the provisions of ERISA.

     14.10 Special Rules for Persons Subject to Section 16(b) Requirements.
Notwithstanding anything herein to the contrary, any former Participant who is
subject to the provisions of Section 16(b) of the Securities Exchange Act of
1934, who becomes eligible to again participate in the Plan, may not become a
Participant prior to the date that is six months from the date such former
Participant terminated participation in the Plan.

     In addition, any person subject to the provisions of Section 16(b) of the
1934 Act receiving a distribution of Stock from the Plan must hold such Stock
for a period of six months commencing with the date of such distribution.
However, these restrictions will not apply to Stock distributions made in
connection with death, retirement, disability, termination of employment or made
pursuant to the terms of a qualified domestic
<PAGE>
 
relations order.

Section 15.  Top-Heavy Provisions.

     15.1 Determination of Top-Heavy Status. The Committee shall determine on a
regular basis whether each Plan Year is or is not a "Top-Heavy Year" for
purposes of implementing the provisions of Sections 15.2, 15.3, 15.4, and 5.2
which apply only to the extent the Plan is top-heavy or super top-heavy within
the meaning of Section 416 and the Treasury Regulations promulgated thereunder.
In making this determination, the Committee shall use the following definitions
and principles:

     15.1-1 The "Employer" includes all business entities which are considered
commonly controlled or affiliated within the meaning of Sections 414(b), 414(c),
and 414(m) of the Code.

     15.1-2 The "plan aggregation group" includes each qualified retirement plan
maintained by the Employer (i) in which a Key Employee is a Participant during
the Plan Year, or (ii) which enables any plan described in clause (i) to satisfy
the requirements of Section 401(a)(4) or 410 of the Code, or (iii) which
provides contributions or benefits comparable to those of the plans described in
clauses (i) and (ii) and which is designated by the Committee as part of the
plan aggregation group.

     15.1-3 The "determination date", with respect to the first Plan Year of any
plan, means the last day of that Plan Year, and with respect to each subsequent
Plan Year, means the last day of the preceding Plan Year. If any other plan has
a determination date which differs from this Plan's determination date, the top-
heaviness of this Plan shall be determined on the basis of the other plan's
determination date falling within the same
<PAGE>
 
calendar years as this Plan's determination date.

     15.1-4 A "Key Employee", with respect to a Plan Year, means an Employee who
at any time during the five years ending on the top-heavy determination date for
the Plan Year has received compensation from an Employer and has been (i) an
officer of the Employer having Total Compensation greater than 150 percent of
the limit then in effect under Section 415(c)(1)(A) of the Code, (ii) one of the
10 Employees owning the largest interests in the Employer having Total
Compensation greater than the limit then in effect under Section 415(c)(1)(A),
(iii) an owner of more than five percent of the outstanding equity interest or
the outstanding voting interest in any Employer, or (iv) an owner of more than
one percent of the outstanding equity interest or the outstanding voting
interest in an Employer whose Total Compensation exceeds $150,000. In
determining which individuals are Key Employees, the rules of Section 415(i) of
the Code and Treasury Regulations promulgated thereunder shall apply. The
Beneficiary of a Key Employee shall also be considered a Key Employee.

     15.1-5 A "Nonkey Employee" means an Employee who at any time during the
five years ending on the top-heavy determination date for the Plan Year has
received compensation from an Employer and who has never been a Key Employee,
and the Beneficiary of any such Employee.

     15.1-6 The "aggregated benefits" for any Plan Year means (i) the adjusted
account balances in defined contribution plans on the determination date, plus
(ii) the adjusted value of accrued benefits in defined benefit plans, calculated
as of the annual valuation date coinciding with or next preceding the
determination date, with respect to
<PAGE>
 
key Employees and Nonkey Employees under all plans within the plan aggregation
group which includes this Plan. For this purpose, the "adjusted account balance"
for and the "adjusted value of accrued benefit" for any Employee shall be
increased by all plan distributions made with respect to the Employee during the
five years ending on the determination date. Further, the adjusted account
balance under a plan shall not include any amount attributable to a rollover
contribution or similar transfer to the plan initiated by an Employee and made
after 1983, unless both plans involved are maintained by the Employer, in which
event the transferred amount shall be counted in the transferee plan and ignored
for all purposes in the transferor plan. Finally, the adjusted value of accrued
benefits under any defined benefit plan shall be determined by assuming
whichever actuarial assumptions were applied by the Pension Benefit Guaranty
Corporation to determine the sufficiency of plan assets for plans terminating on
the valuation date.

          15.1-7  This Plan shall be "top-heavy" for any Plan Year in which the
aggregated benefits of the Key Employees exceed 60 percent of the total
aggregated benefits for both Key Employees and Nonkey Employee.

          15.1-8  This Plan shall be "super top-heavy" for any Plan Year in 
which the aggregated benefits of the Key Employees exceed 90 percent of the
total aggregated benefits for both Key Employees and Nonkey Employees.

          15.1-9  A "Top-Heavy Year" means a Plan Year in which the Plan is 
top-heavy.

     15.2  Minimum Contributions. For any Top-Heavy Year, each Employer shall 
make a special contribution on behalf of each Participant so that each Non-key

                                      lv
<PAGE>
 
Employee's allocation of Employer Contributions and Forfeitures shall be equal
to the lesser of (i) 3% of such Non-key Employee's Total Compensation, or (ii)
the highest ratio of such allocation of Employer Contributions and Forfeitures
received by an Key Employee for that Plan Year. For purposes of the special
contribution of this Section 15.2, a Key Employee's Total Compensation shall
include amounts the Key Employee elected to defer under a qualified 401(k)
arrangement. Such a special contribution shall be made on behalf of each
Participant who is employed by the Employer on the last day of the Plan Year,
regardless of his Hours of Service.

     For any Plan Year when (i) the Plan is top-heavy and (ii) a Non-key
Employee is a Participant in both this Plan and a defined benefit plan included
in the plan aggregation group which is top heavy, the sum of the Employer
Contributions and Forfeitures allocated to the Account of each such Non-key
Employee shall be equal to at least %5 of such Non-key Employee's Total
Compensation for that Plan Year.

     If the Employer has more than one plan, the required minimum Top-Heavy Year
contribution shall be met in the other plan.

     15.3  Minimum Vesting. If a Participant's vested interest in his Account is
to be determined in a Top-Heavy Year, it shall be based on the following "top-
heavy table":

<TABLE>
<CAPTION>
              Vesting                        Percentage

               Years                       Interest Vested
               -----                       ---------------
            <S>                            <C>
 
            fewer than 2                         0%

                 2                               20%

                 3                               40%

                 4                               60%
</TABLE>

                                      lvi
<PAGE>
 
<TABLE>
            <S>                              <C>
                 5                           80%

            6 or more                        100%
</TABLE>

     15.4  Maximum Compensation. For any Top-Heavy Year, a Participant's "Cash 
Compensation" as defined in Section 4.3, and his "Total Compensation" for
purposes of Section 15.2, shall not exceed $200,000 (or the limit currently in
effect under Section 415(d) of the Code.)

     For any Plan Year beginning after 1993, a Participant's "Cash Compensation"
and his "Total Compensation" shall exclude any compensation in excess of the
OBRA '93 annual compensation limit of $150,000, as adjusted for increases in
cost of living in accordance with Section 401(a)(17)(B) of the Code.

                                     lvii
<PAGE>
 
                           CERTIFICATE OF RESOLUTION


                                        
I, Carolyn Pihera, do hereby certify that I am the duly elected and acting
Secretary of Mid America Federal Savings Bank and that the following is a true
and correct copy of a certain resolution adopted by the Board of Directors of
said Corporation at their regular meeting held March 19, 1996, at which meeting
a quorum of said Corporation were present and acting throughout:

     RESOLVED, that the Mid America Federal Savings Bank Employee Stock
Ownership Plan and its related Trust be amended to provide that the Trustee
thereunder shall vote and take other actions with respect to allocated stock for
which no participant instructions are received in a manner calculated to most
accurately reflect the instructions it has received from participants with
respect to allocated stock to the same extent that such proportional rule is
applicable under the Plan and Trust to voting and other actions with respect to
unallocated stock;

     FURTHER RESOLVED, that the appropriate officers of the Bank be and hereby
are authorized and directed in the name and on behalf of the Bank and the Board
of Directors to cause to be prepared and to execute such amendments to the Plan
and Trust as deemed necessary or advisable to effectuate the foregoing
resolution and amendment of said Plan and Trust.

I do further certify that the foregoing resolution has not been altered or
amended, but remains in force and effect.

IN WITNESS WHEREOF, I have executed this Certificate and affixed the
Corporation's seal this 29th day of  March, 1996.

/s/ Carolyn Pihera
------------------
Corporate Secretary

                                     lviii
<PAGE>
 
               Amendment to the Mid America Federal Savings Bank
                         Employee Stock Ownership Plan
                                 March 19, 1996
                                        

Section 7.1 of the Mid America Federal Savings Bank Employee Stock Ownership
Plan is hereby amended, effective March 19, 1996, by deleting subsection (ii) in
its entirety and replacing it with the following:

     (ii) the Trustee shall vote any allocated Stock for which no written
instructions have been received, and any unallocated Stock, in a manner
calculated to most accurately reflect the instructions it has received from
Participants regarding the allocated Stock.

                                      lix
<PAGE>
 
                           EIGHTH AMENDMENT TO THE 

                       MID AMERICA FEDERAL SAVINGS BANK
                                        
                         EMPLOYEE STOCK OWNERSHIP PLAN



This Eighth Amendment to the MidAmerica Federal Savings Bank Employee Stock
Ownership Plan was executed on November 26, 1996 by MidAmerica Federal Savings
Bank, an Illinois corporation.

     Pursuant to the provisions of Section 13 of the MidAmerica Federal Savings
     Bank Employee Stock Ownership Plan (the "Plan"), the Plan is hereby
     amended:

Effective date January 1, 1997:
------------------------------ 

SECTION 1 - PLAN IDENTITY
-------------------------

1.4  Fiscal Period.  This Plan shall be operated on the basis of a January 1 -
     December 31 fiscal year for the purpose of keeping the Plan's books and
     records, and distributing or filing any reports or returns required by law.

Effective date January 1, 1997:
------------------------------ 

SECTION 2 - DEFINITIONS
-----------------------

The following definition shall be changed:

     "Plan Year" means each period of 12 consecutive months beginning on January
     1 of 1997 and each succeeding year. Prior to July 1, 1996, the Plan Year
     meant each period of 12 consecutive months beginning on July 1 of 1983 and
     each succeeding year. The period beginning on July 1, 1996 and ending on
     December 31, 1996 was a Short Plan Year.

Effective date July 1, 1996:
--------------------------- 

The following definition shall be added:

     "Short Plan Year" means a Plan Year of less than 12 months. In accordance
     with Internal Revenue Service Regulation 1.401(a)(17)-1(b)(3)(iii), the
     compensation limit for a Short Plan Year shall be an amount equal to the
     otherwise applicable annual compensation limit multiplied by a fraction,
     the numerator of which is the number of months in the Short Plan Year, and
     the denominator of which is 12.

     In a Short Plan Year, if the Cash Compensation of any Participant consists
     of or includes commissions, then the Participant's Cash Compensation
     limitation shall be adjusted, with the exclusion of any Cash Compensation
     in excess of $75,000 (with adjustment for cost of living increases
     identical to the cost of living increases announced by the Internal Revenue
     Service for retirement plan limitations), with the annual Cash Compensation
     limitation multiplied by a fraction, the numerator of which is the number
     of months in the Short Plan Year, and the denominator of which is 12.

                                      lx
<PAGE>
 
     In a Short Plan Year, the Hours of Service which must be credited to an
     Active Participant in order for that Active Participant to receive an
     Employer Contribution and Forfeiture allocation shall be adjusted, with the
     1,000 Hours of Service requirement multiplied by a fraction, the numerator
     of which is the number of months in the Short Plan Year, and the
     denominator of which is 12.

                                      lxi
<PAGE>
 
                            NINTH AMENDMENT TO THE

                       MID AMERICA FEDERAL SAVINGS BANK

                         EMPLOYEE STOCK OWNERSHIP PLAN


This Ninth Amendment to the MidAmerica Federal Savings Bank Employee Stock
Ownership Plan was executed on December 16, 1997 by MidAmerica Federal Savings
Bank, an Illinois corporation.

Pursuant to the provisions of Section 13 of the MidAmerica Federal Savings Bank
Employee Stock Ownership Plan (the "Plan"), the Plan is hereby amended:

Effective July 1, 1995:
---------------------- 

SECTION 3 - ELIGIBILITY FOR PARTICIPATION
-----------------------------------------

Section 3 shall be amended by adding Section 3.7:

3.7  Military Service.
     ---------------- 

     Effective with the Plan Year beginning on July 1, 1995, notwithstanding any
     provision of this Plan to the contrary, contributions, benefits, and
     service credit with respect to qualified military service will be provided
     in accordance with Section 414(u) of the Internal Revenue Code.

Effective January 1, 1996:
------------------------- 

SECTION 10 - PAYMENT OF BENEFITS
----------------------------------

Section 10.1 shall be replaced in its entirety with the following:

10.1  Benefits for Participants.
      ------------------------- 

     A Participant whose Service ends for any reason shall receive the vested
     portion of his Account in a single payment on a date selected by the
     Committee. That date shall be on or before the 60th day after the end of
     the Plan Year in which his Service ends. Notwithstanding the foregoing, if
     the balance credited to his Account exceeds $3,500, his benefits shall not
     be paid before the latest of his 65th birthday or the tenth anniversary of
     the year in which he commenced participation in the Plan unless he elects
     an early payment date in a written election filed with Committee. A
     participant may modify such election at any time, provided any new benefit
     payment date is at least 30 days after a modified election is delivered to
     the Committee. A Participant's benefits from that portion of his Account
     committed to the Investment Fund shall be calculated on the basis of the
     most recent Valuation Date before the day of payment.

                                     lxii
<PAGE>
 
Effective January 1, 1997
-------------------------

Section 10 shall be amended by adding Section 10.1A:

10.1A  Distribution Upon Attainment of Age 70 1/2.

     Distributions must commence to a terminated Participant no later than the
     April 1 following the calendar year in which the Participant attained age
     70 1/2.

     Effective January 1, 1997, a Participant who is in Service upon the
     attainment of age 70 1/2 in 1997 or a subsequent Plan Year, and does not
     own more than 5% of the Employer Stock, shall have the option to elect to
     receive (or not to receive) an annual minimum distribution. If a
     Participant elects not to receive an annual minimum distribution, a
     required minimum distribution shall not commence until the calendar year in
     which the Participant retires.

     Prior to January 1, 1997, if a Participant was in Service upon the
     attainment of age 70 1/2, minimum distribution payments had to commence by
     April 1 of the calendar year following the calendar year in which the
     Participant became 70 1/2.

Effective January 1, 1998
-------------------------

Section 10.1 shall be replaced in its entirety with the following:

10.1  Benefits for Participants.
      ------------------------- 

     A Participant whose Service ends for any reason shall receive the vested
     portion of his Account in a single payment on a date selected by the
     Committee. That date shall be on or before the 60th day after the end of
     the Plan Year in which his Service ends. Notwithstanding the foregoing, if
     the balance credited to his Account exceeds $5,000, his benefits shall not
     be paid before the latest of his 65th birthday or the tenth anniversary of
     the year in which he commenced participation in the Plan, unless he elects
     an early payment date in a written election filed with the Committee. A
     Participant may modify such election at any time, provided any new benefit
     payment date is at least 30 days after a modified election is delivered to
     the Committee. A Participant's benefits from that portion of his Account
     committed to the Investment Fund shall be calculated on the basis of the
     most recent Valuation Date before the day of payment.

     Prior to the Plan Year beginning on January 1, 1998, if the balance
     credited to a Participant's Account exceeded $3,500, then his benefits were
     not paid before the latest of his 65th birthday or the tenth anniversary of
     the year in which he commenced participation in the Plan, unless he elected
     an early payment date in a written election filed with the Committee.

                                     lxiii
<PAGE>
 
Effective July 1, 1995:
---------------------- 

Section 10 shall be amended by adding Section 10.10:

10.10  Distribution of Assets Transferred from Money Purchase Pension Plan.
       ------------------------------------------------------------------- 

     Effective with the Plan Year beginning on July 1, 1995, 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, and
     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 Section 14(l) of the Internal Revenue Code, to this Plan from a
     Money Purchase Pension Plan qualified under Section 401(a) of the Code
     (other than any portion of those assets and liabilities attributable to
     voluntary employee contributions).

Effective January 1, 1997:
------------------------- 

Section 10 shall be amended by adding Section 10.11:

10.11  In-Service Distribution Upon Attainment of Age 59 1/2.
       ----------------------------------------------------- 

     Effective with the Plan Year beginning on January 1, 1997, a Participant
     who has attained the age of 59 1/2 may withdraw all or any part of the
     balance in his Account.

                                     lxiv
<PAGE>
 
                            TENTH AMENDMENT TO THE

                             MID AMERICA BANK, FSB
                                        
                         EMPLOYEE STOCK OWNERSHIP PLAN


This Tenth Amendment to the Mid America Bank, fsb, Employee Stock Ownership Plan
was executed on January 27, 1998 by Mid America Bank, fsb, an Illinois
corporation. 

Pursuant to the provisions of Section 13 of the Mid America Bank, fsb, Employee
Stock Ownership Plan (the "Plan"), the Plan is hereby amended:

Effective January 1, 1998
-------------------------

SECTION 1 - PLAN IDENTITY
-------------------------

1.1  Name.  The name of this Plan is "Mid America Bank, fsb, Employee Stock
     Ownership Plan." The former Plan name was Mid America Federal Savings Bank
     Employee Stock Ownership Plan.

SECTION 2 - DEFINITIONS
-----------------------

The following definition shall be changed:

     "Company" means Mid America Bank, fsb, and any entity which succeeds to the
     business of Mid America Bank, fsb, and adopts this Plan as its own pursuant
     to Section 13.2. Prior to 1998, the legal name of Mid America Bank, fsb was
     Mid America Federal Savings Bank.

Effective January 1, 1997
-------------------------

SECTION 10 - PAYMENT OF BENEFITS
--------------------------------

Section 10 shall be amended by adding Section 10.1A:

10.1A  Distribution Upon Attainment of Age 70 1/2.

     Distributions must commence to a terminated Participant no later than the
     April 1 following the calendar year in which the Participant attained age
     70 1/2.

     Effective January 1, 1997, a Participant who is in Service upon the
     attainment of age 70 1/2, and who owns more than 5% of the Employer Stock,
     shall commence to receive minimum distribution payments by April 1 of the
     calendar year following the calendar year in which the Participant attained
     age 70 1/2. 

     Prior to January 1, 1997, a Participant who was in Service upon the
     attainment of age 70 1/2 and

                                      lxv
<PAGE>
 
     who did not own more than 5% of the Employer Stock, as well as a
     Participant who owned more than 5% of the Employer Stock, had to commence
     to receive minimum distribution payments by April 1 of the calendar year
     following the calendar year in which the Participant became 70 1/2.

                                     lxvi
<PAGE>
 
                             ELEVENTH AMENDMENT TO

                             MID AMERICA BANK, FSB
                                        
                         EMPLOYEE STOCK OWNERSHIP PLAN
                                        

This Eleventh Amendment to the Mid America Bank, fsb, Employee Stock Ownership
Plan was executed on September 22, 1998 by Mid America Bank, fsb, an Illinois
corporation.

Pursuant to the provisions of Section 13 of the Mid America Bank, fsb, Employee
Stock Ownership Plan (the "Plan"), the Plan is hereby amended:


EFFECTIVE JANUARY 1, 1997
---------------------------

SECTION 2.  DEFINITIONS.

The following definitions shall be changed:

"BREAK IN SERVICE" means any five or more consecutive 12-month periods beginning
January 1 in which an Employee has 500 or fewer Hours of Service per period.
Solely for this purpose, an Employee shall be considered employed for his normal
hours of paid employment during a Recognized Absence, unless he does not resume
his Service at the end of the Recognized Absence.  Further, if an Employee is
absent for any period beginning on or after January 1, 1985, (i) by reason of
the Employee's pregnancy, (ii) by reason of the birth of the Employee's child,
(iii) by reason of the placement of a child with the Employee in connection with
the Employee's adoption of the child, or (iv) for purposes of caring for such
child for a period beginning immediately after such birth or placement, the
Employee shall be credited with the Hours of Service which would normally have
been credited but for such absence, up to a maximum of 501 Hours of Service, in
the first 12-month period which would otherwise be counted toward a Break in
Service.



"EMPLOYEE" means any individual who is or has been employed or self-employed by
an Employer. "Employee" shall also mean any Employee of the Company maintaining
the Plan or of any other Company required to be aggregated with such Company
under Sections 414(b), (c), (m), or (o) of the Code.

"Employee" also means an individual employed by a leasing organization who,
pursuant to an agreement between the Company and the leasing organization, has
performed services for the Company and any related persons (within the meaning
of Section 414(n)(6) of the Code) on a substantially full-time basis for a
period of at least one year, and such services are performed under primary
direction or control by the Company. Contributions or benefits provided a leased
employee by the leasing organization which are attributable to services
performed for the Company shall be treated as provided by the Company.

                                     lxiv
<PAGE>
 
However, such a "leased employee" shall not be considered an Employee of the
Company if (i) he participates in a money purchase pension plan sponsored by the
leasing organization which provides for immediate participation, full and
immediate vesting, and a nonintegrated annual employer contribution rate of at
least 10 percent of the Employee's compensation, as defined in Section 415(c)(3)
of the Code, but including amounts contributed pursuant to a salary reduction
agreement which are excludable from the Employee's gross income under Section
125, Section 402(e)(3), Section 402(h)(1)(B), or Section 403(b) of the Code; and
(ii) leased employees do not constitute more than 20 percent of the Company's
nonhighly compensated work force.


"Highly Compensated Employee", for any Plan Year beginning after December 31,
1996, means an Employee who (i) owned more than five percent of the outstanding
equity interest or the outstanding voting interest in any Employer at any time
during the year or the preceding year, or (ii) for the preceding year had Total
Compensation from the Employer in excess of $80,000 (as adjusted pursuant to
Section 415(d) of the Code). For this purpose:


(a)  "Total Compensation" shall include any amount which is excludable from the
     Employee's gross income for tax purposes pursuant to Sections 125,
     402(a)(8), 402(h)(1)(B), or 403(b) of the Code.

(b)  A former Employee shall be treated as a Highly Compensated Employee if such
     Employee was a Highly Compensated Employee when such Employee separated
     from service, or if such Employee was a Highly Compensated Employee at any
     time after attaining age 55.


Prior to the Plan Year beginning on January 1, 1997, if an Employee was, during
a determination year or look-back year, a Family Member of either a (i) 5
percent owner who was an active or former Employee or (ii) Highly Compensated
Employee who was one of the 10 most Highly Compensated Employees ranked on the
basis of Total Compensation paid by the Employer during such year, then the
Family Member and the 5 percent owner or top-ten Highly Compensated Employee
were aggregated.  In such case, the Family Member and 5 percent owner or top-ten
Highly Compensated Employee were treated as a single Employee receiving
compensation and plan contributions or benefits equal to the sum of such
compensation and contributions or benefits of the Family Member and 5 percent
owner or top-ten Highly Compensated Employee.  For purposes of this section,
Family Member included the Spouse, lineal ascendants and descendants of the
Employee or former Employee, and the spouses of such lineal ascendants and
descendants.


SECTION 3.  ELIGIBILITY FOR PARTICIPATION.

Section 3.2 shall be replaced in its entirety with the following:

3.2  Definition of Eligibility Year.

     An "Eligibility Year" means an applicable eligibility period (as defined
     below) in which the Employee has at least 1,000 Hours of Service. For this
     purpose, (i) an Employee's first "eligibility period" is the 12-consecutive
     month period beginning on the first day in which he has an Hour of Service,
     and (ii) his subsequent eligibility periods will be 12-consecutive month
     periods beginning on each January 1 after that first day of Service.

                                      lxv
<PAGE>
 
SECTION 9.  VESTING OF PARTICIPANTS' INTERESTS.

Section 9.2 shall be replaced in its entirety with the following:

9.2  Computation of Vesting Years.

     For purposes of this Plan, a "Vesting Year" means each 12-month period
     beginning January 1, in which an Employee has at least 1,000 Hours of
     Service, beginning on his initial Service with any Employer, and including
     certain Service with other employers as provided in the definition of
     "Service". However, a Participant's Vesting Years shall be computed subject
     to the following conditions and qualifications:

     (a)  A Participant's Vesting Years shall not include any Service prior to
          the 12-month period in which the Participant reached age 18.

     (b)  A Participant's vested interest in his Account accumulated before a
          Break in Service shall be determined without regard to any Service
          after the Break. Further, if a Participant has a Break in Service
          before his interest in his Account has become vested to some extent,
          he shall lose credit for any Vesting Year before the break.

     (c)  Unless otherwise specifically excluded, a Participant's Vesting Years
          shall include any period of active military duty to the extent
          required by the Military Selective Service Act of 1967 (38 U.S.C.
          Section 2021).


EFFECTIVE AUGUST 5, 1997
------------------------

SECTION 14.  MISCELLANEOUS PROVISIONS.

Section 14.2 shall be replaced in its entirety with the following:

14.2 Nonassignability of Benefits.

     No assignment, pledge, or other anticipation of benefits from the Plan will
     be permitted or recognized by the Employers, the Committee, or the Trustee,
     nor will benefits from the Plan be subject to attachment, garnishment, or
     other legal process for debts or liabilities of any Participant or
     Beneficiary, unless the order or requirement to pay arises under a monetary
     judgment against a Participant or Beneficiary for a criminal or civil
     violation with respect to the Plan, pursuant to Section 401(a)(13) of the
     Code.

     This prohibition on assignment or alienation shall apply to any judgment,
     decree, or order (including approval of a property settlement agreement)
     which relates to the provision of child support, alimony, or property
     rights to a present or former spouse, child or other dependent of a
     Participant pursuant to a State domestic relations or community property
     law, unless the judgment, decree, or order is determined by the Committee
     to be a qualified domestic relations order within the meaning of Section
     414(p) of the Code.


EFFECTIVE JANUARY 1, 1998
----------------------------

SECTION 2.  DEFINITIONS.

                                     lxvi
<PAGE>
 
The following definition shall be changed:

"SHORT PLAN YEAR" means a Plan Year of less than 12 months.  In accordance with
Internal Revenue Service Regulation 1.401(a)(17)-1(b)(3)(iii), the compensation
limit for a Short Plan Year shall be an amount equal to the otherwise applicable
annual compensation limit multiplied by a fraction, the numerator of which is
the number of months in the Short Plan Year, and the denominator of which is 12.

In a Short Plan Year, if the Cash Compensation of any Participant consists of or
includes commissions, then the Participant's Cash Compensation limitation shall
be adjusted, pursuant to Section 4.3, with the annual Cash Compensation
limitation multiplied by a fraction, the numerator of which is the number of
months in the Short Plan Year, and the denominator of which is 12.

In a Short Plan Year, the Hours of Service which must be credited to an Active
Participant in order for that Active Participant to receive an Employer
Contribution and Forfeiture allocation shall be adjusted, with the 1,000 Hours
of Service requirement multiplied by a fraction, the numerator of which is the
number of months in the Short Plan Year, and the denominator of which is 12.


SECTION 4.  EMPLOYER CONTRIBUTIONS AND CREDITS.

4.3  Definitions Related to Contributions.

     The definition of "Cash Compensation" shall be changed to:


     "CASH COMPENSATION" means a Participant's compensation from his Employer
     with respect to that portion of a Plan Year in which he is an Active
     Participant. A Participant's compensation shall be based upon the cash
     method of accounting; overtime pay, bonuses, stock bonuses, commissions,
     taxable sick pay, severance pay, any compensation deferred under a
     qualified cash or deferred arrangement, and similar items shall be
     included, but any compensation income realized under a stock option,
     amounts paid or received from an Employer to cover travel, entertainment,
     moving, or similar expenses, and the value of any fringe benefits not
     received in cash shall be excluded.

     Effective with the Plan Year beginning on January 1, 1998, notwithstanding
     anything herein to the contrary, if the Cash Compensation of any
     Participant consists of or includes commissions, then the Participant's
     Cash Compensation eligible for the allocation of Contributions and
     Forfeitures shall exclude any Cash Compensation in any Plan Year in excess
     of 110% of the compensation amount used to determine if an Employee is
     Highly Compensated under Section 414(q)(B)(i) of the Code.

     For the Plan Year beginning on July 1, 1992 through the Plan Year beginning
     on January 1, 1997, the Participant's Cash Compensation eligible for the
     allocation of Contributions and Forfeitures excluded any Cash Compensation
     in any Plan Year in excess of $75,000, with cost of living increases
     identical to the cost of living increases announced by the Internal Revenue
     Service for retirement plan limitations.


     A Participant's Cash Compensation shall exclude any compensation in any
     Plan Year beginning after 1988 and in subsequent Plan Years up to and
     including the Plan Year beginning in 1993 in excess of $200,000 (or the
     limit currently in effect under Section 401(a)(17) of the Code).

                                     lxvii
<PAGE>
 
     For any Plan Year beginning after 1993, a Participant's Cash Compensation
     shall exclude any compensation in excess of the OBRA `93 annual
     compensation limit of $150,000, as adjusted for increases in cost of living
     in accordance with Section 401(a)(17)(B) of the Code. For any Plan Year
     beginning after 1994, a Participant's Cash Compensation shall exclude any
     compensation paid to a Participant which results from the sale of any
     vacation benefits.


SECTION 5.  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.

Sections 5.1 and 5.2 shall be replaced in its entirety with the following:

5.1  Limitation on Annual Additions.
     -------------------------------

     For limitation years beginning on January 1, 1998, for purposes of applying
     the limitations of this section, compensation paid or made available during
     each limitation year shall include any Elective Deferral (as defined in
     Section 402(g)(3) of the Code), and any amount which is contributed or
     deferred by the Employer at the election of the Employee and which is not
     includable in the gross income of the Employee by reason of Sections 125 or
     457 of the Code.

     Notwithstanding the provisions of Section 4, the annual addition to a
     Participant's accounts under this and any other defined contribution plans
     maintained by the Employer shall not exceed for any limitation year an
     amount equal to the lesser of (i) $30,000, as adjusted under Section 415(d)
     of the Code; or (ii) 25 percent of the Participant's Total Compensation for
     such limitation year.

     The defined benefit dollar limitation shall be $90,000, as adjusted under
     Section 415(d) of the Code.

     For purposes of this Section 5.1 and the following 5.2, the "annual
     addition" to a Participant's accounts means the sum of (i) the Employer
     Contributions and Employee Forfeitures credited to a Participant's accounts
     with respect to a limitation year, plus (ii) the Participant's total
     Voluntary Contributions for that year. The $30,000 and $90,000 limitations
     referred to shall, for each limitation year ending after 1988, be
     automatically adjusted by multiplying such limit by the cost of living
     adjustment factor prescribed by the Secretary of the Treasury under Section
     415(d) of the Code in such manner as the Secretary shall prescribe. The new
     limitation will apply to limitation years ending within the calendar year
     of the date of the adjustment. Notwithstanding the foregoing, if the
     special limitations on annual additions described in Section 415(c)(6) of
     the Code applies, the limitations described in this section shall be
     adjusted accordingly.

     A "limitation year" means each 12-consecutive month period beginning on
     January 1.


5.2  Coordinated Limitation with Other Plans.
     ----------------------------------------

     Aside from the limitation prescribed by Section 5.1 with respect to the
     annual addition to a Participant's accounts for any single limitation year,
     if a Participant has ever participated in one or more defined benefits
     plans maintained by an Employer, then the annual additions to his accounts
     shall be limited on a cumulative basis so that the sum of his defined
     contribution plan fraction and his defined benefit plan fraction does one
     exceed one. For this purpose:

     (a)  A Participant's defined contribution plan fraction with respect to a
          Plan Year shall be

                                    lxviii
<PAGE>
 
          a fraction, the numerator of which is the sum of the annual additions
          to his accounts under all the defined contribution plans (whether or
          not terminated) maintained by the Employer for the current and all
          prior limitation years (including the annual additions attributable to
          the Participant's nondeductable employee contributions to this and all
          other defined benefit plans (whether or not terminated) maintained by
          the Employer, and the annual additions attributable to all welfare
          benefit funds or individual medical accounts and simplified employee
          pension plans maintained by the Employer) and the denominator of which
          is the sum of the maximum aggregate amounts for the current and all
          prior limitation Years of Service with the Employer.

     (b)  A Participant's defined benefit plan fraction with respect to a
          limitation year shall be a fraction, the numerator of which is the sum
          of the Participant's projected annual benefits under all the defined
          benefit plans (whether or not terminated) maintained by the Employer,
          and the denominator of which is the lesser of (i) 125 percent of the
          dollar limitation determined for the limitation year under Sections
          415(b)(1)(A) and (d) of the Code, or (ii) 140 percent of the
          Participant's average Total Compensation during his highest-paid three
          consecutive limitation years, including any adjustments under Section
          415(b)(5) of the Code.

          In the case of a Participant who has separated from Service, the
          Participant's highest average Total Compensation will be automatically
          adjusted by multiplying such compensation by the cost of living
          adjustment factor prescribed by the Secretary of the Treasury under
          Section 415(d) of the Code in such manner as the Secretary shall
          prescribe. The adjusted amount will apply to limitation years ending
          within the calendar year of the date of the adjustment.

     The maximum aggregate amount in any limitation year is the lesser of (i)
     125 percent of the dollar limitation under Section 415(c)(1)(A) of the Code
     after adjustment under Section 415(d), or (ii) 35 percent of the
     Participant's Total Compensation for such year.


SECTION 12.  THE COMMITTEE AND ITS FUNCTION.

Section 12.1 shall be replaced in its entirety with the following:

12.1 Authority of Committee.

     The Committee shall be the "plan administrator" within the meaning of
     ERISA. The Committee has full discretion to interpret the terms of the
     Plan, to determine factual questions that arise in the course of
     administering the Plan, to adopt rules and regulations regarding the
     administration of the Plan, to determine the conditions under which
     benefits become payable under the Plan, and to make any other
     determinations that the Committee believes are necessary and advisable for
     the administration of the Plan, except to the extent such responsibility
     and authority are otherwise specifically (i) allocated to the Company, the
     Employers, or the Trustee under the Plan and Trust Agreement, (ii)
     delegated in writing to other persons by the Company, the Employers, the
     Committee, or the Trustee, or (iii) allocated to other parties by operation
     of law. Any determination made by the Committee shall be final and binding
     on all parties.

     The Committee shall have no investment responsibility with respect to the
     Investment Fund except to the extent, if any, specifically provided in the
     Trust Agreement.

     The Committee may delegate all or any portion of its authority to any
     person or entity.

     In the discharge of its duties, the Committee may employ accountants,
     actuaries, legal counsel, 

                                     lxix
<PAGE>
 
     and other agents (who also may be employed by an Employer or the Trustee in
     the same or some other capacity) and may pay their reasonable expenses and
     compensation.



                           TWELFTH AMENDMENT TO THE

                             MID AMERICA BANK, FSB
                                        
                         EMPLOYEE STOCK OWNERSHIP PLAN
                                        

This Twelfth Amendment to the Mid America Bank, fsb Employee Stock Ownership
Plan was executed on February 23, 1999 by Mid America Bank, fsb.

Pursuant to the provisions of Section 14 (previously Section 13) of the Mid
America Bank, fsb Employee Stock Ownership Plan (the "Plan"), the Plan is hereby
amended, effective January 1, 1999.


The following definition shall be added to Section 2:

SECTION 2.  DEFINITIONS.
            ------------
 
     "MERGED PLAN CONTRIBUTION ACCOUNT" means an account established and
     maintained for a Participant with respect to assets which were credited to
     his name in another qualified plan and which have been merged into this
     plan, pursuant to Section 5.


A new Section 5 shall be added to the Plan, with previous Sections 5 through 15
renumbered, and all references to these section numbers in the Plan changed
accordingly.

SECTION 5.  MERGED PLAN CONTRIBUTIONS.
            --------------------------

(a)  Contributions.

     A Participant in this Plan may have assets merged into this Plan from an
     ESOP plan of another employer.

     The balance in a Participant's Merged Plan Contribution Account shall be
     100% vested and not subject to Forfeiture for any reason.

(b)  Investment.

     Merged Plan Contributions shall be held in Sub-Trust Accounts.

Change previous Section 5, Limitations on Contributions and Allocations, to
Section 6.

Change previous Section 6, Trust Fund, and Its Investment, to Section 7.

                                      lxx
<PAGE>
 
Change previous Section 7, Voting Rights and Dividends on Stock, to Section 8.


Change previous Section 8, Adjustments to Accounts, to Section 9.

Change previous Section 9, Vesting of Participants' Interests, to Section 10.


Section 10.1 (previously 9.1), Deferred Vesting in Accounts, shall be replaced
in its entirety with the following:

SECTION 10.  VESTING OF PARTICIPANTS' INTERESTS.
             -----------------------------------

9.1  Deferred Vesting in Accounts.
     -----------------------------

     (a)  Employer Contribution Account.

          A Participant's vested interest in his Employer Contribution Account
          shall be based on his Vesting Years in accordance with the following
          table, subject to the balance of this Section 10:

          Vesting Years    Percentage of Interest Vested
          -------------    -----------------------------

          fewer than 3                     0%
          3                               20% 
          4                               40% 
          5                               60% 
          6                               80% 
          7                              100%   

     (b)  Merged Plan Contribution Account.

          A Participant's Merged Plan Contribution Account is not subject to the
          Vesting Schedule in 10.1(a), and shall be 100% vested and not
          forfeitable for any reason.

Change previous Section 10, Payment of Benefits, to Section 11.


Change previous Section 11, Rules Governing Benefit Claims and Review of
Appeals, to Section 12.


Change previous Section 12, The Committee and Its Functions, to Section 13.


Change previous Section 13, Adoption, Amendment, or Termination of the Plan, to
Section 14.


Change previous Section 14, Miscellaneous Provisions, to Section 15.


Change previous Section 15, Top-Heavy Provisions, to Section 16.

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