<PAGE>
 
       Exhibit No. 10(viii) Mid America Federal Savings Bank Employees'
                        Profit Sharing Plan, as amended
<PAGE>
 
                        MID AMERICA FEDERAL SAVINGS BANK

                         EMPLOYEES' PROFIT SHARING PLAN


This Eleventh Amendment to the MidAmerica Federal Savings Bank Employees' Profit
Sharing 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 Employees' Profit Sharing Plan (the "Plan"), the Plan is hereby
     amended:


EFFECTIVE DATE JANUARY 1, 1997:
------------------------------ 

SECTION 1 - PLAN IDENTIFY
-------------------------

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 definitions shall be changed:

     "FISCAL YEAR" means the Employer's accounting year of 12 months beginning
     on January 1 and ending on December 31.

EFFECTIVE DATE JANUARY 1, 1997:
------------------------------ 

     "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.
<PAGE>
 
EFFECTIVE DATE JULY 1, 1996:
--------------------------- 

     "VALUATION DATE" means the last day of the Plan Year (December 31), the
     last day of each quarter during the Plan Year (March 31, June 30, September
     30, and December 31), and any other dates selected by the Committee, on
     which the income (and losses) for the Trust Fund shall be allocated.

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.

     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.

     In a Short Plan Year, the Matching Contribution of 35% of Elective
     Deferrals which do not exceed 4% of a Participant's Cash Compensation which
     is not in excess of $30,000 shall be adjusted, with the $30,000 Cash
     Compensation amount 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.  A Matching Contribution of 25% shall be made to Elective Deferrals
     which do not exceed 2% of a Participant's Cash Compensation which is in
     excess of the adjusted $30,000 Cash Compensation amount.
<PAGE>
 
EFFECTIVE DATE JULY 1, 1996:
--------------------------- 

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

Section 3 shall be amended by adding Section 3.3:

     3.3 - Eligibility to Make Employee Rollover Contributions
     ---------------------------------------------------------

     Upon inception of employment, an Employee may make a Rollover Contribution
     to the Plan, since there is no minimum age or Year of Service requirement
     which must be satisfied before an Employee is eligible to make a Rollover
     Contribution.


EFFECTIVE DATE JULY 1, 1996:
--------------------------- 

SECTION 7 - INVESTMENTS
-----------------------

Section 7.2(a) shall be replaced in its entirety with the following:
--------------                                                      

     7.2 - Participant Direction of Assets from General Fund
     -------------------------------------------------------

     (a)  Participant Direction of Assets from Employer Contribution, Employee
          Voluntary Contribution, and Employee Rollover General Fund
          Contribution General Fund Accounts to Employer Stock.

          Effective on July 1, 1989, the Trustees were expressly authorized to
          receive from each Participant on an annual basis an irrevocable
          election directing the Trustees to have all or a part of the Vested
          portion of each such Participant's assets in the General Fund to be
          invested in Employer Stock.  A Participant's initial election required
          a minimum investment of $250.

          Effective with the Plan Year beginning on July 1, 1992, this annual
          election was rescinded.  However, any investments in Employer Stock
          and any directions for investment made prior to the Plan Year
          beginning on July 1, 1992 shall continue to be valid and shall not be
          affected.

          Effective with the Plan Year beginning on January 1, 1997, a
          Participant may direct the Trustees to sell all or a portion of his
          Employer Stock, with the amount received transferred into the General
          Fund.  The Trustees shall have the option to purchase this Employer
          Stock from General Fund assets, or sell it.
<PAGE>
 
          The net income from Employer Stock investments in the Employer
          Contribution Account shall be invested primarily in Employer Stock and
          such cash or short term investments as the Trustees shall deem
          necessary to meet any contingencies.

<PAGE>
 
                             TENTH AMENDMENT TO THE

                        MID AMERICA FEDERAL SAVINGS BANK

                         EMPLOYEES' PROFIT SHARING PLAN


This Tenth Amendment to the MidAmerica Federal Savings Bank Employees' Profit
Sharing Plan was executed on May 28, 1996 by MidAmerica Federal Savings Bank, an
Illinois corporation.


     Pursuant to the provisions of Section 13 of the MidAmerica Federal Savings
     Bank Employees' Profit Sharing Plan (the "Plan"), the Plan is hereby
     amended, with an effective date of July 1, 1996:


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

The definition of "General Fund" shall be changed to the following:

     "GENERAL FUND" means all the investments in the Trust, as set forth in
     Section 7.1, which have been made with Matching Contributions,
     Discretionary Contributions, Qualified Matching Contributions, Qualified
     Non-elective Contributions, Employee Voluntary Contributions, Employee
     Rollover Contributions, and Employee Merged Plan Contributions, plus the
     income (or loss) from these investments, shall be treated as from a single
     fund, with the following exceptions:

     (a)  Vested assets which have been directed by Plan Participants to be
          invested in Employer Stock, as set forth in Section 7.2(a), shall be
          segregated and held in the Employer Stock Fund.

     (b)  Employee Voluntary Contribution Account assets and Employee Merged
          Plan Contribution Account assets which have been directed by Plan
          Participants into an Earmarked Investment, as set forth in Section
          5.1(c)(i) and Section 5.1(e)(i), shall be segregated and held in the
          account for the directed investment.

The following definitions shall be added:

     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 4.2(c) and Section 5.1(e).
<PAGE>
 
     NORTHWESTERN PLAN means the Northwestern Savings & Loan 401(k) Plan in
     effect on June 30, 1996, just prior to its merger into this Plan.


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

Section 3 shall be amended by adding the following after Section 3.1,
                                                         ------------
Eligibility to Receive Employer Matching Contributions and Employer
-------------------------------------------------------------------
Discretionary Contributions:
--------------------------- 

     3.1A, Special Provision Applicable to Former Northwestern Participants
     ----------------------------------------------------------------------

     Notwithstanding the foregoing provisions of Section 3.1, a Former
     Northwestern Participant who is an Employee on July 1, 1996 shall become an
     Active Participant as of such date.

     Any other Employee of Northwestern who has completed one Year of Service
     and has attained the age of 21 shall be eligible to participate in the Plan
     as of the Entry Date coinciding with or next following the later of the
     following dates:  the last date of the Employee's first Year of Service, or
     the Employee's 21st birthday.  A Year of Service shall include any period
     or periods previously credited to that Employee under the Northwestern
     Plan.

     An individual's satisfaction of the service requirement as of any Entry
     Date shall constitute satisfaction thereof as of all subsequent Entry
     Dates, regardless of any intervening interruption of his employment.

Section 3 shall be amended by adding the following after Section 3.2,
                                                         ------------
Eligibility to Make Elective Deferral Contributions:
--------------------------------------------------- 

     3.2A, Special Provision Applicable to Former Northwestern Participants
     ----------------------------------------------------------------------

     Notwithstanding the foregoing provisions of Section 3.2, a Former Employee
     of Northwestern shall be eligible to elect to defer a portion of his Cash
     Compensation on July 1, 1996 if he has completed one Year of Service.  A
     Year of Service is a period of 12 consecutive months during which an
     Employee has at least 1000 Hours of Service.  A Year of Service shall
     include any period or periods previously credited to that Employee under
     the Northwestern Plan.

     There is no minimum age requirement for a Former Employee of Northwestern
     to be eligible to defer a portion of his Cash Compensation.
<PAGE>
 
SECTION 4 - CONTRIBUTIONS
-------------------------

Section 4.2, Contributions by Participants, shall be amended by adding the
------------------------------------------                                
following:

     (c)  Merged Plan Contributions.

          A Participant in this Plan may have assets merged into this Plan from
          a qualified 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.

Section 4.10, Contribution Not Forfeitable, shall be replaced in its entirety
------------------------------------------                                   
with the following:

     The Participant's accrued benefit derived from Elective Deferrals,
     Qualified Non-elective Contributions, Qualified Matching Contributions,
     Voluntary Contributions, Rollover Contributions, and Merged Plan
     Contributions is nonforfeitable.

SECTION 5 - ALLOCATIONS
-----------------------

The last paragraph of Section 5.1(a), Employer Contribution Account, shall be
                      ---------------------------------------------          
replaced with the following:

     Employer Contribution Account assets shall be invested by the Plan Trustees
     in the Plan's General Fund, together with the Voluntary Contribution
     Account assets, Rollover Contribution Account cash assets, and Merged Plan
     Contribution Account cash assets.

The last paragraph of Section 5.1(b), Voluntary Contribution Account, shall be
                      ----------------------------------------------          
replaced with the following:

     Voluntary Contribution Account assets shall be invested by the Plan
     Trustees in the Plan's General Fund, together with the Employer
     Contribution Account assets, Rollover Contribution Account cash assets, and
     Merged Plan Contribution Account cash assets.

Section 5.1(c), Rollover Contribution Account, shall be replaced in its entirety
---------------------------------------------                                   
with the following:

     (c)  Rollover Contribution Account.

          Rollover Contributions shall be maintained for each Participant in the
          Rollover Contribution Account.
<PAGE>
 
          Rollover Contribution cash assets shall be invested by the Plan
          Trustees as follows:

          (i)  Effective July 1, 1996, a Participant may direct the Plan
               Trustees to establish an Earmarked Account with cash assets, with
               the investment selection limited to those chosen by the Plan
               Trustees for Elective Deferral Contributions, pursuant to Section
               7.3.

          (ii) Cash assets which have not been directed by a Participant into an
               Earmarked Account shall be invested by the Plan Trustees in the
               Plan's General Fund, together with the Employer Contribution
               Account assets, Voluntary Contribution Account assets, and Merged
               Contribution Account cash assets.

          If a Rollover Contribution consists of property other than cash, such
          property shall be considered an Earmarked Investment for such
          Participant.

Section 5.1, Contributions, shall be amended by adding thefollowing:
--------------------------                                          

     (e)  Merged Plan Contribution Account.

          Merged Plan Contributions shall be maintained with each Participant in
          the Merged Plan Contribution Account.

          Merged Plan Contribution cash assets shall be invested by the Plan
          Trustees as follows:

          (i)  A Participant may direct the Plan Trustees to establish an
               Earmarked Account with cash assets, with the investment selection
               limited to those chosen by the Plan Trustees for Elective
               Deferral Contributions, pursuant to Section 7.3.

          (ii) Cash assets which have not been directed by a Participant into an
               Earmarked Account shall be invested by the Plan Trustees in the
               Plan's General Fund, together with the Employer Contribution
               Account assets, Voluntary Contribution Account assets, and
               Rollover Contribution Account cash assets.

          If a Merged Plan Contribution consists of property other than cash,
          such property shall be considered an Earmarked Investment for such
          Participant.
<PAGE>
 
Section 5.3, Income on Investments, shall be amended by replacing (a) in its
----------------------------------                                          
entirety with the following:

     (a)  Employer Contribution, Voluntary Contribution, Rollover Contribution,
          and Merged Plan Contribution Accounts.

          (i)  General Fund.  On each Anniversary Date, the income (or loss) for
               the Employer Contribution Account, Voluntary Contribution
               Account, Rollover Contribution Account, and Merged Plan
               Contribution Account shall be allocated based on the beginning
               balance on the first day of the Plan Year for each Active
               Participant and former Participant with Vested assets remaining
               in the Plan on the Anniversary Date, less an adjustment for
               distributions, withdrawals, or forfeitures during the Plan Year
               on a time-weighted basis.

          (ii) Earmarked Investment.  Any income, expense, gain, or loss earned
               or incurred with respect to such investment shall be credited
               solely to the Earmarked Investment.


SECTION 7 - INVESTMENTS
-----------------------

The first paragraph of Section 7.1, General Fund, shall be replaced with the
                       -------------------------                            
following:

     Matching Contributions, Discretionary Contributions, Qualified Matching
     Contributions, Qualified Non-elective Contributions, Employee Voluntary
     Contributions, Employee Rollover Cash Contributions, and Employee Merged
     Plan Cash Contributions shall be held in a "General Fund."

Section 7.2, Participant Direction of Assets from General Fund to Employer
--------------------------------------------------------------------------
Stock, shall be replaced in its entirety with the following:

     7.2  Participant Direction of Assets from General Fund
          -------------------------------------------------

          (a)  Participant Direction of Assets from Employer Contribution,
               Employee Voluntary Contribution, and Employee Rollover General
               Fund Contribution General Fund Accounts to Employer Stock.

               Effective on July 1, 1989, the Trustees were expressly authorized
               to receive from each Participant on an annual basis an
               irrevocable election directing the Trustees to have all or a part
               of the Vested portion of each such Participant's assets in the
               General Fund to be invested in Employer Stock.  A Participant's
               initial election required a minimum investment of $250.
<PAGE>
 
               Effective with the Plan Year beginning on July 1, 1992, this
               annual election was rescinded. However, any investments in
               Employer Stock and any directions for investment made prior to
               the Plan Year beginning on July 1, 1992 shall continue to be
               valid and shall not be affected.

               The net income from Employer Stock investments in the Employer
               Contribution Account shall be invested primarily in Employer
               Stock and such cash or short term investments as the Trustees
               shall deem necessary to meet any contingencies.

          (b)  Participant Direction of Cash Assets in Employee Rollover
               ---------------------------------------------------------
               Contribution and Employee Merged Plan Contribution Accounts from
               ----------------------------------------------------------------
               General Fund to Earmarked Investments
               -------------------------------------

               Effective on July 1, 1996, a Participant may direct the Plan
               Trustees to establish Earmarked Accounts with cash assets in the
               General Fund, with the investment selection limited to those
               chosen by the Plan Trustees for Elective Deferral Contributions,
               pursuant to Section 7.3.


Section 7 shall be amended by adding the following after Section 7.3, Elective
                                                         ---------------------
Deferral Accounts:
----------------- 

     Section 7.3A, Assets Held under the Northwestern Plan
     -----------------------------------------------------

     Effective as of the close of June 30, 1996, or such later date as the
     Committee shall effectuate the merger of the Northwestern Plan into the
     Plan, the Trust Fund serving as the funding vehicle for the Northwestern
     Plan shall become part of the Trust Fund of the Plan ("the Northwestern
     Sub-Trust").  The Northwestern Sub-Trust shall continue to hold those
     assets attributable to Former Northwestern Participants until such time as
     the Former Northwestern Participants are eligible to elect the investment
     options available under Section 7 of the Plan.


SECTION 8 - VESTING
-------------------

Section 8.1, Vesting Schedule, shall be amended by replacing (b) with the
-----------------------------                                            
following:

     (b)  Accounts for Qualified Matching Contributions, Qualified Non-elective
          Contributions, Elective Deferral Contributions, Employee Voluntary
<PAGE>
 
          Contributions, Employee Rollover Contributions, and Employee Merged
          Plan Contributions.

          These Accounts are not subject to the Vesting Schedule in Section
          8.1(a), and shall be 100% vested and not forfeitable for any reason.


Section 8 shall be amended by adding the following after Section 8.2,
                                                         ------------
Computation of Vesting Years:
---------------------------- 

     Section 8.2A, Recognition of Service under the Northwestern Plan
     ----------------------------------------------------------------

     Solely with respect to Former Northwestern Participants, such period or
     periods of employment shall include any period or periods previously
     credited to that Employee under the Northwestern Plan.


SECTION 9 - PAYMENT OF BENEFITS
-------------------------------

Section 9 shall be amended by adding the following after Section 9.1, Upon
                                                         -----------------
Termination of Employment:
------------------------- 

     Section 9.1A, Protected Benefits for Former Northwestern Participants
     ---------------------------------------------------------------------

     Former Northwestern Participants may, in addition to the optional forms of
     payment available under Section 9.1 of the Plan, elect to receive the value
     of their Account (accrued through June 30, 1996 or, if later, the date the
     Northwestern Plan is merged into the Plan) as follows:  (1) over a period
     certain in monthly, quarterly, semiannual, or annual cash payments, which
     shall not extend beyond the Participant's life expectancy (or the life
     expectancy of the Participant and his designated Beneficiary) or (2) in a
     nontransferrable annuity contract for a term certain (with no life
     contingencies).

Section 9 shall be amended by adding the following section:

     Section 9.12, Protected Benefits
     --------------------------------

     In the event the assets and/or liabilities of another plan are merged,
     transferred, or consolidated with this Plan, all protected benefits, as
     described in IRS Code Section 411(d)(6)(A), early retirement benefits,
     retirement-type subsidies, and optional forms of benefit shall be preserved
     for those assets merged, transferred, or consolidated with this Plan.
<PAGE>
 
SECTION 13 - AMENDMENT AND TERMINATION OF PLAN
----------------------------------------------

Section 13.3, Right to Amend or Terminate, shall be replaced in its entirety
-----------------------------------------                                   
with the following:

     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 and their Beneficiaries prior to the satisfaction of all
     liabilities under the Plan.

     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.

     Furthermore, except as permitted by the Code and the Regulations
     thereunder, as a result of any transfer, merger, or consolidation, there
     shall be no elimination or reduction of any IRS Code Section 411(d)(6)
     protected benefits which each participant or beneficiary 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.  Section 411(d)(6) protected benefits are benefits described
     in Code Section 411(d)(6)(A), early retirement benefits, retirement-type
     subsidies, and optional forms of benefit.

     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 13 shall be amended by adding the following after Section 13.3, Right to
                                                          ----------------------
Amend or Terminate:
------------------ 

     Section 13.3A, Merger
     ---------------------

     Effective as of the close of June 30, 1996 or such later date as the
     Committee may, in its sole discretion, determine, the Northwestern Plan
     shall be merged 
<PAGE>
 
     into the Plan with all accrued benefits under the Northwestern Plan
     becoming accrued benefits under this Plan, and such amounts shall be
     allocated among the Employer Contribution Account, Rollover Contribution
     Account, or Elective Deferral Account of such Participants as the Committee
     shall determine. To the extent required by law or otherwise appropriate,
     the applicable provisions of the Plan shall be deemed to apply
     retroactively to the Northwestern Plan.
<PAGE>
 
                        MID AMERICA FEDERAL SAVINGS BANK


                         EMPLOYEES' PROFIT SHARING PLAN



          (Adopted effective July 1, 1983, and conformed to amendments made
          effective July 1, 1987, July 1, 1989, January 28, 1992, July 1,
          1992, January 1, 1993, July 1, 1994, and July 1, 1995.)
<PAGE>
 
TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
                                                               PAGE NO.
<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                                            1
               -----------
 
Section 3.     Eligibility for Participation                         11
               -----------------------------
 
  3.1          Eligibility to Receive Employer Matching and
                Employer Discretionary Contributions                 11
  3.1(a)       Initial Eligibility                                   11
  3.1(b)       Eligibility Year                                      12
  3.1(c)       Recognized Absence                                    12
  3.1(d)       Maternity or Paternity Leave                          12
  3.1(e)       Certain Employees Ineligible                          12
  3.1(f)       Enrollment                                            13
  3.1(g)       Waiver of Participation                               13
  3.1(h)       Participation and Reparticipation                     13
  3.2          Eligibility to Make Elective Deferral
                Contributions                                        13
  3.2(a)       Initial Eligibility                                   13
  3.2(b)       Enrollment                                            13
 
Section 4.     Contributions                                         14
               -------------
 
  4.1          Contributions by Employer                             14
  4.1(a)       Elective Deferral Contributions                       14
  4.1(b)       Matching Contributions                                14
  4.1(c)       Discretionary Contributions                           15
  4.1(d)       Qualified Matching Contributions                      15
  4.1(e)       Qualified Non-elective Contributions                  15
  4.2          Contributions by Participants                         15
  4.2(a)       Nondeductible Voluntary Contributions                 15
  4.2(b)       Rollover Contributions                                15
  4.3          Excess Elective Deferral Contributions                16
</TABLE> 
<PAGE>
 
<TABLE> 
<S>            <C>                                                   <C> 
  4.4          Actual Deferral Percentage Test                       16
  4.5          Excess Contributions                                  17
  4.6          Recharacterization                                    18
  4.7          Actual Contribution Percentage Test                   19
  4.8          Excess Aggregate Contributions                        20
  4.9          Conditions as to Contributions                        21
  4.           Contributions Not Forfeitable                         21
 
Section 5.     Allocations                                           21
               -----------
 
  5.1          Contributions                                         21
  5.1(a)       Employer Contribution Account                         22
  5.1(b)       Voluntary Contribution Account                        23
  5.1(c)       Rollover Contribution Account                         23
  5.1(d)       Elective Deferral Account                             23
  5.2          Forfeitures                                           23
  5.3          Income on Investments                                 23
  5.3(a)       Employer Contribution, Voluntary Contribution,
                and Rollover Contribution Accounts                   23
  5.3(b)       Elective Deferral Accounts                            24
 
Section 6.     Limitations on Contributions and Allocations          24
               --------------------------------------------
 
  6.1          Limitation on Annual Additions                        24
  6.2          Coordinated Limitation with Other Plans               25
  6.3          Effect of Limitations                                 25
 
Section 7.     Investments                                           26
               -----------
 
  7.1          General Fund                                          26
  7.2          Participation Direction of Assets from
                General Fund to Employer Stock                       26
  7.3          Elective Deferral Accounts                            26
  7.4          Voting of Employer Stock                              27
  7.5          Restrictions on Insider Trading                       27
 
Section 8.     Vesting                                               28
               -------
 
  8.1          Vesting Schedule                                      28
  8.2          Computation of Vesting Years                          28
  8.3          Full Vesting upon Certain Events                      29
  8.4          Full Vesting upon Plan Termination                    29
  8.5          Forfeiture, Repayment, and Restoral                   29
  8.6          Accounting for Forfeitures                            29
  8.7          Vesting and Nonforfeitability                         29
</TABLE> 
 
<PAGE>
 
<TABLE> 
<S>            <C>                                                   <C> 
Section 9.     Payment of Benefits                                   30
               -------------------
 
  9.1          Upon Termination of Employment                        30
  9.2          Upon Death of Participant                             30
  9.2(a)       Distribution Options if Distribution to
                Participant Have Not Begun                           31
  9.2(b)       Distribution Options if Distribution to
                Participant Have Begun                               31
  9.3          Upon Attainment of Age 70 1/2                         31
  9.4          In-Service Distributions                              31
  9.4(a)       Non-deductible Voluntary Contribution                 31
  9.4(b)       Hardship Distribution                                 32
  9.5          Type of Payment                                       33
  9.5(a)       Direct Rollover                                       33
  9.5(b)       Payment To Participant or Beneficiary                 33
  9.6          Form of Payment                                       33
  9.6(a)       Cash or "In Kind"                                     33
  9.6(b)       Employer Stock                                        33
  9.6(c)       Annuity                                               34
  9.7          Timing of Distribution                                34
  9.8          Deemed Distribution                                   34
  9.9          Qualified Domestic Relations Order                    35
  9.10         Beneficiary Designation                               35
  9.11         Marital Status of Participant                         36
 
Section 10.    Rules Governing Benefit Claims and Review
               -----------------------------------------
               of Appeals                                            36
               ----------
 
  10.1         Claim for Benefits                                    36
  10.2         Notification by Committee                             36
  10.3         Claims Review Procedure                               37
 
Section 11.    Administration of Plan                                37
               ----------------------
 
  11.1         Authority of Committee                                37
  11.2         Identity of Committee                                 37
  11.3         Duties of Committee                                   38
  11.4         Valuation of Employer Stock                           38
  11.5         Compliance with ERISA                                 38
  11.6         Action by Committee                                   38
  11.7         Execution of Documents                                38
  11.8         Adoption of Rules                                     38
  11.9         Responsibilities to Participants                      38
  11.10        Alternate Payees in Event of Incapacity               39
</TABLE> 
<PAGE>
 
<TABLE> 
<S>            <C>                                                   <C> 
  11.11        Idemnification by Employers                           39
  11.12        Nonparticipation by Interested Member                 39
 
Section 12.    Powers and Duties of Plan Trustee                     39
               ---------------------------------
 
  12.1         Appointment of Trustees                               39
  12.2         Basic Responsibilities of Trustees                    40
  12.3         Investment Powers and Duties                          40
  12.4         Duties Regarding Payment of Benefits                  42
  12.5         Execution of Contracts and Payment of Benefits        42
  12.6         Trustee Expenses                                      42
  12.7         Trust Fund Annual Report                              42
  12.8         Audit                                                 43
  12.9         Idemnification by Employers                           43
  12.10        Nonparticipation by Interested Member                 43
 
Section 13.    Amendment and Termination of Plan                     44
               ---------------------------------
 
  13.1         Adoption of Plan by Other Employers                   44
  13.2         Adoption of Plan by Successor                         44
  13.3         Right to Amend or Terminate Plan                      44
 
Section 14.    Miscellaneous Provisions                              45
               ------------------------
 
  14.1         Plan Creates No Employment Rights                     45
  14.2         Nonassignability of Benefits                          45
  14.3         Limit of Employer Liability                           45
  14.4         Treatment of Expenses                                 45
  14.5         Number and Gender                                     45
  14.6         Nondiversion of Assets                                45
  14.7         Separability of Provisions                            46
  14.8         Service of Process                                    46
  14.9         Governing State Law                                   46
 
Section 15.    Top-Heavy Provisions                                  46
               --------------------
 
  15.1         Determination of Top-Heavy Status                     46
  15.2         Minimum Contributions                                 48
  15.3         Top-Heavy Vesting Schedule                            48
  15.4         Maximum Compensation                                  48
</TABLE>
<PAGE>
 
1.1  Name.  The name of this Plan is "MidAmerica Federal Savings Bank Employees'
     ----                                                                       
     Profit Sharing Plan".

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

1.3  Effective Date.  The Effective Date of this Plan is July 1, 1983.
     --------------                                                   

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, distributing benefits, determining whether
     there has been any termination of Service, and applying the limitations set
     forth in Section 6.

1.6  Interpretation of Provisions.  The Employers intend this Plan and Trust to
     ----------------------------                                              
     be a qualified profit-sharing plan under Section 401(a) of the Code. The
     Plan and Trust 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 words and phrases, for which the first letter is capitalized,
shall have the meaning specified when used in this Plan, 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 contributions, the Plan's investment
     experience, distributions, and forfeitures.

     "ACTIVE PARTICIPANT" means any Employee who has satisfied the eligibility
     requirements of Section 3.1 and who qualifies as an Active Participant for
     a particular Plan Year under Section 4.1.

     "ACTUAL CONTRIBUTION PERCENTAGE" means, for a specified group of
     Participants for a Plan Year, the average of the ratios (calculated
     separately for each Participant in such group) of  (i) Employer Matching
     Contributions and Employee Voluntary Contributions actually paid to the
     Trust on behalf of such Participant for the Plan Year to (ii) the
     Participant's Total Compensation for such Plan Year, as set   forth in
     Section 4.7.
<PAGE>
 
     "ACTUAL DEFERRAL PERCENTAGE" means, for a specified group of Participants
     for a Plan Year, the average of the ratios (calculated separately for each
     Participant in such group) of (i) the amount of Employer contributions
     actually paid to the Trust on behalf of such Participant for the Plan Year
     to (ii) the Participant's Total Compensation for such Plan Year, as set
     forth in Section 4.4.  Employer contributions on behalf of any Participant
     shall include(i) any Elective Deferrals made pursuant to the Participant's
     deferral election (including Excess Elective Deferrals   of Highly
     Compensated Employees), but excluding (a) Excess Elective Deferrals of Non-
     highly Compensated Employees that arise solely from Elective Deferrals made
     under the Plan or plans of this Employer and (b) Elective Deferrals that
     are taken into account in the Contribution Percentage test(provided the ADP
     test is satisfied both with and without exclusion of these Elective
     Deferrals); and (ii) at the election of the Employer, Qualified Non-
     elective Contributions and Qualified Matching Contributions. For purposes
     of computing the Actual Deferral Percentages, an Employee who would be a
     Participant but for the failure to make Elective Deferrals shall be treated
     as a Participant on whose behalf no Elective Deferrals are made.

     "AGGREGATE LIMIT" means the sum of  (i) 125 percent of the greater of the
     ADP of the Non-highly Compensated Employees for the Plan Year or the ACP of
     Non-highly Compensated Employees under the Plan subject to Section 401(m)
     of the Code for the Plan Year beginning with or within the Plan Year of the
     CODA and (ii) the lesser of 200% or two plus the lesser of such ADP or ACP.
     "Lesser" is substituted for "greater" in (i) above, and "greater" is
     substituted for "lesser" after "two plus the" in (ii) if it would result in
     a larger Aggregate Limit.

     "ANNIVERSARY DATE" means the last day of each Plan Year.

     "BENEFICIARY" means the person, persons, or entity 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 identity 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.  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 
<PAGE>
 
     Service, in the first 12-month period which would otherwise be counted
     toward a Break in Service.

     "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 Cash 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 in excess of $200,000 (or the limit
     currently in effect under Section 401(a)(17) of the Code).

     "CODE" means the Internal Revenue Code of 1986, as amended or replaced from
     time to time.

     "COMMITTEE" means the Committee responsible for the administration of this
     Plan in accordance with Section 11.

     "COMPANY" means MidAmerica Federal Savings Bank, and any entity which
     succeeds to the business of MidAmerica Federal Savings Bank and adopts this
     Plan as its own pursuant to Section 13.2.

     "CONTRACT" means a life insurance policy or annuity contract.

     "CONTRIBUTION PERCENTAGE" means the ratio (expressed as a percentage) of
     the Participant's Contribution Percentage Amounts to the Participant's
     Total Compensation for the Plan Year (whether or not the Employee was a
     Participant for the entire Plan Year).

     "CONTRIBUTION PERCENTAGE AMOUNTS" means the sum of the Employee Voluntary
     Contributions, Matching Contributions, Qualified Matching Contributions (to
     the extent not taken into account for purposes of the ADP test), and
     Qualified Non-elective Contributions (to the extent not take into account
     for purposes of the ADP test) made under the Plan on behalf of the
     Participant for the Plan Year.  Such   Contribution Percentage Amounts
     shall not include Matching Contributions that are forfeited either to
     correct Excess Aggregate Contributions or because the contributions to
     which they relate 
<PAGE>
 
     are Excess Deferrals, Excess Contributions, or Excess Aggregate
     Contributions. Elective Deferrals (to the extent not taken into account for
     purposes of the ADP test) may be included in the Contribution Percentage
     Amounts.

     "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 injury, which disability is expected to be
     permanent or of long and indefinite duration.  However, this term shallnot
     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.

     "DISCRETIONARY CONTRIBUTION" means an optional Employer Contribution made
     to the Plan, with the amount of the contribution, if any, determined by the
     Employer each Plan Year.

     "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(p) 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.

     "ELECTIVE DEFERRAL CONTRIBUTION" means any Employer contribution to the
     Plan that is made pursuant to a Participant's Elective Deferral, in lieu of
     cash compensation.  With respect to any taxable year, an Elective Deferral
     Contribution is the sum of all Employer Contributions made on behalf of
     such Participant pursuant to Section 4.1(a).  The Elective Deferral
     Contribution shall not include any deferrals properly distributed as excess
     annual additions.
<PAGE>
 
     "ELECTIVE DEFERRAL ACCOUNT" means an account established and maintained for
     a Participant with respect to his Elective Deferral Contribution made
     pursuant to Section 4.1(a).

     "ELIGIBLE RETIREMENT PLAN" means an individual retirement account described
     in Section 408(a) of the Code, an individual retirement annuity described
     in Section 408(b) of the Code, an annuity plan described in Section 403(a)
     of the Code, or a qualified trust described in Section 401(a) of the Code,
     that accepts the Distributee's Eligible Rollover Distribution.  However, in
     the case of an Eligible Rollover Distribution to the surviving Spouse, an
     Eligible Retirement Plan is an individual retirement account or 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 the Company.  "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) or (o) 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 Company'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 Cash Compensation;  and (ii) leased employees do not
     constitute more than 20% 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).
<PAGE>
 
     "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.

     "EMPLOYER CONTRIBUTION ACCOUNT" means an account established and maintained
     for a Participant with respect to Employer Matching Contributions, Employer
     Discretionary Contributions, Qualified Employer Matching Contributions, and
     Qualified Employer Non-elective Contributions.

     "EMPLOYER 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.  Such term shall
     specifically include the voting common or preferred stock of MAF Bancorp,
     Inc., the Company's holding company.

     "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).

     "EXCESS AGGREGATE CONTRIBUTIONS" means, with respect to any Plan Year, the
     excess of the aggregate amount of the Employer Matching Contributions made
     pursuant to Section 4.1(b) and (d), and any Qualified Non-elective
     Contributions or Elective Deferral Contributions taken into account
     pursuant to Section 4.8 on behalf of Highly Compensated Participants for
     such Plan Year, over the maximum amount of such contributions permitted
     under the limitations as set forth in Section 6.

     "EXCESS CONTRIBUTIONS" means, with respect to any Plan Year, the excess of
     Elective Deferral Contributions made on behalf of Highly Compensated
     Participants for the Plan Year over the maximum amount of such
     contributions permitted as set forth in Section 4.5.  Excess Contributions
     shall be treated as an "annual addition" pursuant to Section 6.1.

     "EXCESS ELECTIVE DEFERRALS" means those Elective Deferral Contributions
     that are includible in a Participant's gross income under Section 402(g) of
     the Code to the extent such Participant's Elective Deferral Contributions
     for a taxable year exceed the dollar limitation under such Code section.
     Excess Elective Deferral Contributions shall be treated as annual additions
     under the Plan, unless such amounts are distributed no later than the first
     April 15 following the close of the Participant's taxable year.

     "FAMILY MEMBER" means, with respect to an affected Participant, such
     Participant's Spouse, such Participant's lineal descendants and ascendants,
     and their spouses, as described in Section 414(q)(6)(B) of the Code.
<PAGE>
 
     "FISCAL YEAR" means the Employer's accounting year of 12 months beginning
     on July 1 and ending on June 30 of the following year.

     "FORFEITURE" means that portion of a Participant's Account that is not
     Vested, and occurs after a 1-Year Break in Service.

     "GENERAL FUND" means all the investments in the Trust, as set forth in
     Section 7.1, which have been made with Matching Contributions,
     Discretionary Contributions, Qualified Matching Contributions, Qualified
     Non-elective Contributions, Employee Voluntary Contributions, and Employee
     Rollover Contributions, plus the income (or loss) from these investments,
     shall be treated as from a single fund, with the following exception.

     Vested assets which have been directed by Plan Participants to be invested
     in Employer Stock, as set forth in Section 7.2, shall be segregated and
     held in the Employer Stock Fund.

     "HIGHLY COMPENSATED EMPLOYEE" for any Plan Year means an Employee who,
     during either of that or the immediately preceding Plan Year  (i) owned
     more than five 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 50% of 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), 401(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;  or (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 Compensated Employee.
<PAGE>
 
     (d)  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.

     If an Employee is, during a determination year or look-back year, a Family
     Member of either a 5 percent owner who is an active or former Employee or
     Highly Compensated Employee who is 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 shall be aggregated.  In such case, the Family
     Member and 5 percent owner or top-ten Highly Compensated Employee shall be
     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 includes
     the Spouse, lineal ascendants and descendants of the Employee or former
     Employee, and the spouses of such lineal ascendants and descendants.

     The determination of who is a Highly Compensated Employee, including the
     determinations of the number and identity of Employees in the top-paid
     group, the top 100 Employees, the number of Employees treated as officers,
     and the compensation that is considered, will be made in accordance with
     Section 414(q) of the Code and the regulations thereunder.

     "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, layoff, 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 the 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.
<PAGE>
 
     (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 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
          Committee 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 MANAGER" means an entity that  (i) has the power to manage,
     acquire, or dispose of Plan assets,  and (ii) acknowledges fiduciary
     responsibility to the Plan in writing.  Such entity must be a person, firm,
     or corporation registered as an investment adviser under the Investment
     Advisors Act of 1940 and the Investment Advisor Regulatory Enhancement and
     Disclosure Act of 1993.

     "MATCHING CONTRIBUTION" means an Employer Contribution made to this Plan
     for a Participant based on such Participant's Elective Deferral.

     "NORMAL RETIREMENT DATE" means a Participant's 65th birthday.

     "1-YEAR BREAK IN SERVICE" means a Plan Year during which an Employee has
     not completed more than 500 Hours of Service and is not employed on the
     last day of the Plan Year.

     "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" means this document for the MidAmerica Federal Savings Bank
     Employees' Profit Sharing Plan, including all amendments thereto.

     "PLAN YEAR" means each period of 12 consecutive months beginning on July 1
     of 1983 and each succeeding year.
<PAGE>
 
     "QUALIFIED DOMESTIC RELATIONS ORDER" (QDRO) means a domestic relations
     order which relates to an alternate payee's right to receive all or a
     portion of the benefits payable to a Participant under this Plan, with the
     provision of child support, alimony payments, or marital property rights to
     a Spouse, former spouse, child, or other dependent of a Participant, that
     the Committee has determined meets the requirements of Section 414(p) of
     the Code.

     "QUALIFIED MATCHING CONTRIBUTIONS" means the Employer Contributions to the
     Plan that are made pursuant to Section 4.1(d), which are subject to the
     distribution and nonforfeitability requirements of Section 401(k) of the
     Code.

     "QUALIFIED NON-ELECTIVE CONTRIBUTIONS" means the Employer contributions to
     the Plan that are made pursuant to Section 4.1(e), which are subject to the
     distribution and nonforfeitability requirements of Section 401(k) of the
     Code.

     "RECOGNIZED ABSENCE" means a period for which

     (a)  an Employer grants an 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. Section 2021).

     "ROLLOVER CONTRIBUTION ACCOUNT" means an account established and maintained
     for a Participant with respect to his Direct Rollover or Rollover
     Contributions made pursuant to Sections 4.2(b) and 5.1(c).

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

     "SUSPENSE ACCOUNT" means the total forfeitable portion of all former
     Participants' Accounts which have not yet become a Forfeiture during any
     Plan Year.

     "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,  (viii) amounts
     includable in gross income under an unfunded nonqualified plan of deferred
     compensation;  but shall 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.

     "TRUSTEE" means the individuals selected from time to time by the Company
     to serve as co-trustees of the Trust Fund.

     "VALUATION DATE" means the last day of the Plan Year (June 30), the last
     day of each quarter during the Plan Year (September 30, December 31, March
     31, and June 30), and any other dates selected by the Committee, on which
     the income (or losses) for the Trust Fund shall be allocated.
<PAGE>
 
     "VESTED" means the nonforfeitable portion of any account maintained on
     behalf of a Participant.

     "VESTING YEAR" means a period of Service credited to a Participant pursuant
     to Section 8.2 for purposes of determining his Vested interest.

     "VOLUNTARY CONTRIBUTION ACCOUNT" means an account established and
     maintained for a Participant with respect to his nondeductible Voluntary
     Contributions made pursuant to Section 4.2(a) and 5.1(b).

     "YEAR OF SERVICE" means the computation period of 12 consecutive months
     during which an Employee has at least 1000 Hours of Service.

     For purposes of eligibility for participation, the initial computation
     period shall begin with the date on which the Employee first performs an
     Hour of Service.  The participation computation period beginning after a 1-
     Year Break in Service shall be measured from the date on which an Employee
     again performs an Hour of Service.  The participation computation period
     shall shift to the Plan Year which includes the anniversary of the date on
     which the Participant first performed an Hour of Service.

     A Year of Service for vesting purposes will begin, for the first 12-month
     period, with the date on which the Employee first performs an Hour of
     Service.  In the subsequent 12-month periods, it will begin on the first
     day of the Plan Year containing the first anniversary of the Employee and
     will end on the last day of that Plan Year, and each Plan Year thereafter.



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

3.1  Eligibility to Receive Employer Matching Contributions and Employer
     -------------------------------------------------------------------
     Discretionary Contributions.
     --------------------------- 

 (a) Initial Eligibility.

     An Employee of the Company who

     (I)   has completed one Year of Service, and

     (ii)  has attained the age of 21,

     shall be eligible to participate in the Plan as of the Entry Date
     coinciding with or next following the later of the following dates:
<PAGE>
 
     (I)   the last date of the Employee's first Eligibility Year, or

     (ii)  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 in the Plan shall be deferred until the next day
     he is in Service.

  (b)  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 on which he performs an Hour of
          Service, and

     (ii) his succeeding 12-consecutive month periods commence with the first
          Plan Year which commences prior to the first anniversary of the
          Employee's employment commencement date, regardless of whether the
          Employee is entitled to be credited with 1,000 Hours of Service during
          the initial eligibility computation period.

  (c)  Recognized Absence.

     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.

  (d)  Maternity or Paternity Leave.

     Beginning on or after January 1, 1985, if any Employee is absent for any
     period

     (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.
<PAGE>
 
  (e)  Certain Employees Ineligible.

     No Employee shall be eligible to participate while his Service is covered
     by a collective bargaining agreement between an Employer and the Employee's
     collective bargaining agreement 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.

  (f)  Enrollment.

     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.

  (g)  Waiver of 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 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 this
     Agreement of Non-Participation and delivering the same to the Committee
     within ninety (90) days of any succeeding Entry Date.

  (h)  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 termination who
     previously satisfied the initial eligibility requirements for Employer
     Matching, Employer Discretionary, Qualified Matching, and Qualified Non-
     elective Contributions shall re-enter the Plan as of the date of his return
     to Service with an Employer.

3.2  Eligibility to Make Elective Deferral Contributions.
     --------------------------------------------------- 

  (a)  Initial Eligibility.

     (i)  Employees hired or rehired beginning with July 1, 1994.
<PAGE>
 
          Effective with the Plan Year beginning on July 1, 1994, an Employee of
          the Company who has completed one Year of Service shall be eligible to
          elect to defer a portion of his Cash Compensation as of theEntry Date
          coinciding with or next following the completion of one Year of
          Service. A Year of Service is a period of 12 consecutive months during
          which an Employee has at least 1000 Hours of Service.

          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 in the Plan shall be deferred
          until the next day he is in Service.

          There is no minimum age requirement for a Participant to be eligible
          to defer a portion of his Cash Compensation.

     (ii) Employees hired or regired prior to July 1, 1994.

          An Employee hired or regired prior to July 1, 1994 is eligible to
          elect to defer a portion of his Cash Compensation, with no Year of
          Service requirement and no minimum age requirement.

  (b)  Enrollment.

     An Employee shall elect to become a Participant by signing and delivering
     to the Committee an Agreement of Participation.
<PAGE>
 
  SECTION 4 - CONTRIBUTIONS
  -------------------------

4.1  Contributions by Employer.
     ------------------------- 

     All Employees shall be eligible to defer a portion of their Cash
     Compensation as Elective Deferrals.

     An Employee shall be eligible to receive an Employer Matching, Employer
     Discretionary, Qualified Matching, and Qualified Non-elective Contributions
     if he is an Active Participant.

     Active Participant means a Participant who has satisfied the eligibility
     requirements for these contributions, as set forth in Section 3.1, 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.

     For each Plan Year, the Employer shall contribute to the Plan:

     (a)  Elective Deferral Contributions.

          Effective with the Plan Year beginning on July 1, 1987, an amount
          equal to the total Elective Deferrals of all Participants during the
          Plan Year.

          The balance in each Participant's Elective Deferral Account shall be
          100% vested and not subject to Forfeiture for any reason.

          (i)   Each Employee may elect to defer an amount not to exceed the
                lesser of 15% of his Cash Compensation or the dollar limitation
                contained in Section 402(g) of the Code in effect at the
                beginning of such taxable year.

          (ii)  A Participant may elect to change the amount of his Elective
                Deferral, cancel his Elective Deferral, or resume his Elective
                Deferral once each quarter, or more frequently at the discretion
                of the Committee.

          (iii) The termination of a Participant's Service with an Employer
                shall be deemed to revoke any Elective Deferral agreement then
                in effect, effective immediately following the close of the pay
                period within which such termination occurs.

          (iv)  A Participant may elect to change his Elective Deferral
                investment selections once each quarter, or more frequently at
                the discretion of the Committee.

     (b)  Matching Contributions.

          Effective with the Plan Year beginning on July 1, 1987, pursuant to
          Section 3.1, an amount equal to 25% of the Elective Deferrals made by
          Active Participants after their
<PAGE>
 
       Entry Date. This contribution shall be limited to Elective Deferrals
       which do not exceed 2% of a Participant's Cash Compensation. The balance
       in a Participant's Employer Contribution Account based on Matching
       Contributions shall be subject to the vesting schedule set forth in
       Section 8.1.

  (c)  Discretionary Contributions.

       An additional discretionary amount may be contributed from current or
       accumulated net earnings by the Employer.

       The balance in a Participant's Employer Contribution Account based on
       Discretionary Contributions shall be subject to the vesting schedule set
       forth in Section 8.1.

  (d)  Qualified Matching Contributions.

       Qualified Matching Contributions may be made to Non-highly Compensated
       Active Participants in order to satisfy the ADP and/or the ACP tests. The
       Committee shall determine the amount to be allocated in order to satisfy
       the ADP and/or the ACP tests.

       Qualified Matching Contributions shall be 100% vested and not subject to
       Forfeiture for any reason.

  (e)  Qualified Non-elective Contributions.

       Qualified Non-elective Contributions may be made to Non-highly
       Compensated Active Participants in order to satisfy the ADP and/or the
       ACP tests. The Committee shall determine the amount to be allocated in
       order to satisfy the ADP and/or ACP tests. Qualified Non-elective
       Contributions shall be 100% vested and not subject to Forfeiture for any
       reason.

4.2  Contributions by Participants
     -----------------------------

  (a)  Nondeductible Voluntary Contributions.

       A Participant may elect to contribute an amount not to exceed 10% of his
       Cash Compensation as a nondeductible Voluntary Contribution.

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

  (b)  Rollover Contributions.

       If a Participant in this Plan receives a distribution from another
       qualified retirement plan in which he was a participant, or if a
       Participant in this Plan receives a distribution from his Conduit IRA,
       other than a required minimum distribution, then a Rollover 
<PAGE>
 
       Contribution to this Plan may be made on or before the 60th day after the
       distribution was received by the Participant.

       Effective January 1, 1993, a Participant who is eligible to receive an
       Eligible Rollover Distribution from an employee's trust (as described in
       Section 401(a) of the Code and tax exempt under Section 501(a) of the
       Code); or an annuity plan (as described in Section 403(a) of the Code);
       or an individual retirement account (as described in Section 408(a) of
       the Code); or an individual retirement annuity (as described in Section
       408(b) of the Code) may, pursuant to Section 401(a)(31) of the Code and
       with the consent of the Trustee, have such distribution processed as a
       Direct Rollover to this Plan.

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

4.3  Excess Elective Deferral Contributions.
     -------------------------------------- 

     If a Participant's Elective Deferral Contributions under this Plan,
     together with any elective deferrals (as defined in Regulation 1.402(g)-
     1(b)) made in another qualified cash or deferred arrangement (under Section
     401(k) of the Code), a simplified employee pension plan (under Section
     408(k) of the Code), a salary reduction arrangement (under Section
     3121(a)(5)(D) of the Code), a deferred compensation plan under Section 457
     of the Code), or a trust described in Section 501(c)(18) of the Code,
     exceed the limitation of Section 402(g) of the Code for such Participant's
     taxable year, the Participant may, not later than March 1 following the
     close of his taxable year, notify the Committee in writing of such excess,
     and request the withdrawal of his Excess Elective Deferrals from this Plan.

     Upon proper notification by the Participant, the Committee may direct the
     Trustee to distribute the excess amount (including any income attributable
     to such excess amount) to the Participant not later than April 15 following
     the close of the Participant's taxable year.

4.4  Actual Deferral Percentage Test.
     ------------------------------- 

     The Actual Deferral Percentage (hereinafter referred to as "ADP") for
     Participants who are Highly Compensated Employees for each Plan Year and
     the ADP for Participants who are Non-highly Compensated Employees for the
     same Plan Year must satisfy one of the following tests:

          The average of the ADP for Participants who are Highly Compensated
          Employees for the Plan Year shall not exceed the average of the ADP
          for Participants who are Non-highly Compensated Employees for the same
          Plan Year multiplied by 1.25; or

          The average of the ADP for Participants who are Highly Compensated
          Employees for the Plan Year shall not exceed the average of the ADP
          for Participants who are Non-highly Compensated Employees for the same
          Plan Year multiplied by 2.0, provided that the average of the ADP for
          Participants who are Highly Compensated Employees does not 
<PAGE>
 
          exceed the average of the ADP for Participants who are Non-highly
          Compensated Employees by more than two percentage points.

     The ADP for any participant who is a Highly Compensated Employee for
     thePlan Year and who is eligible to have Elective Deferrals (and Qualified
     Non-elective Contributions or Qualified Matching Contributions, or both, if
     treated as Elective Deferrals for purposes of the ADP test) allocated to
     his account under two or more arrangements described in Section 401(k) of
     the code, that are maintained by the Employer, shall be determined as if
     such Elective Deferrals (and, if applicable, such Qualified Non-elective
     Contributions or Qualified Matching Contributions, or both) were made under
     a single arrangement. If a Highly Compensated Employee participates in two
     or more cash or deferred arrangements that have different Plan Years, all
     cash or deferred arrangements ending with or within the same calendar year
     shall be treated as a single arrangement. Notwithstanding the foregoing,
     certain plans shall be treated as separate if mandatorily disaggregated
     under regulations under Section 401(k) of the Code.

     In the event that this Plan satisfies the requirements of Sections 401(k),
     401(a)(4), or 410(b) of the Code only if aggregated with one or more other
     plans, or if one or more other plans satisfy the requirements of such
     sections of the Code only if aggregated with this Plan, then this section
     shall be applied by determining the ADP of employees as if all such plans
     were a single plan. For Plan Years beginning after December 31, 1989, plans
     may be aggregated in order to satisfy Section 401(k) of the Code only if
     they have the same Plan Year.

     For purposes of determining the ADP of a Participant who is a 5% owner or
     one of the ten most highly-paid Highly Compensated Employees, the Elective
     Deferral Contributions (and Qualified Non-elective Contributions or
     Qualified Matching Contributions, or both, if treated as Elective Deferral
     Contributions for purposes of the ADP test) and Total Compensation of such
     Participant shall include the Elective Deferral Contributions (and, if
     applicable, Qualified Non-elective Contributions and Qualified Matching
     Contributions, or both) and Total Compensation for the Plan Year of Family
     Members (as defined in Section 414(q)(6) of the Code). Family Members, with
     respect to such Highly Compensated Employees, shall be disregarded as
     separate Employees in determining the ADP both for Participants who are No
     highly Compensated Employees and for Participants who are Highly
     Compensated Employees.

     For purposes of determining the ADP test, Elective Deferrals, Qualified No
     elective Contributions, and Qualified Matching Contributions must be made
     before the last day of the 12-month period immediately following the Plan
     Year to which such contributions relate.

     The Employer shall maintain records sufficient to demonstrate satisfaction
     of the ADP test and the amount of Qualified Non-elective Contributions or
     Qualified Matching Contributions, or both, used in such test.

     The determination and treatment of ADP amounts of any Participant shall
     satisfy such other requirements as may be prescribed by the Secretary of
     the Treasury.
<PAGE>
 
4.5  Excess Contributions.
     -------------------- 

     Notwithstanding any other provision of this Plan, Excess Contributions,
     plus any income and minus any loss allocable thereto, shall be distributed
     no later than the last day of each Plan Year to Participants to whose
     accounts such Excess Contributions were allocated for the preceding Plan
     Year. If such excess amounts are distributed more than 2 1/2 months after
     the last day of the Plan Year in which such excess amounts arose, a 10%
     excise tax will be imposed on the Employer maintaining the Plan with
     respect to such amounts. Such distributions shall be made to Highly
     Compensated Employees on the basis of the respective portions of the Excess
     Contributions attributable to each such Employee. Excess Contributions of
     Participants who are subject to Family Member aggregation rules shall be
     allocated among the Family Members in proportion to the Elective Deferrals
     (and amounts treated as Elective Deferrals) of each Family Member that are
     combined to determine the combined ADP.

     Excess Contributions (including the amounts recharacterized) shall be
     treated as annual additions under the Plan.

     Excess Contributions shall be adjusted for any income or loss up to the
     date of distribution. The income or loss allocable to Excess Contributions
     is the sum of (i) the income or loss allocable to the Participant's
     Elective Deferral Account (and, if applicable, the Qualified Non-elective
     Contribution account or the Qualified Matching Contribution account, or
     both) for the Plan Year multiplied by a fraction, the numerator of which is
     such Participant's Excess Contributions for the Plan Year and the
     denominator is the Participant's account balance attributable to Elective
     Deferrals (and Qualified Non-elective Contributions or Qualified Matching
     Contributions, or both, if any such contributions are included in the ADP
     test) without regard to any income or loss occurring during such Plan Year;
     and (ii) 10% of the amount determined under (i) multiplied by the number of
     whole calendar months between the end of the Plan Year and the date of
     distribution, counting the month of distribution if the distribution occurs
     after the 15th of such month.

     Excess Contributions shall be distributed from the Participant's Elective
     Deferral Account and Qualified Matching Contribution Account (if
     applicable) in proportion to the Participant's Elective Deferrals and
     Qualified Matching Contributions (to the extend used in the ADP test) for
     the Plan Year. Excess Contributions shall be distributed from the
     Participant's Qualified Non-elective Contribution Account only to the
     extent that such Excess Contributions exceed the balance in the
     Participant's Elective Deferral Account and Qualified Matching Contribution
     Account.

4.6  Recharacterization.
     ------------------ 

     A Participant may treat his Excess Contributions as an amount distributed
     to the Participant and then contributed by the Participant to the Plan as a
     Voluntary Contribution. Recharacterized amounts will remain nonforfeitable
     and subject to the same distribution
<PAGE>
 
     requirements as Elective Deferrals. Amounts may not be recharacterized by a
     Highly Compensated Employee to the extent that such amount in combination
     with other Voluntary Contributions made by that Employee would exceed 10%
     of his Cash Compensation, as set for in Sections 4.2(a) and 5.1(b).

     Recharacterization must occur no later than 2 1/2 months after the last day
     of the Plan Year in which such Excess Contributions arose, and is deemed to
     occur no earlier than the date the last Highly Compensated Employee is
     informed in writing of the amount recharacterized and the consequences
     thereof. Recharacterized amounts will be taxable to the Participant for the
     Participant's tax year in which the Participant would have received them in
     cash.

     Recharacterized amounts will be treated as Employer Contributions for
     purposes of Sections 404, 409, 411, 412, 415, 416, and 417 of the Code.

4.7  Actual Contribution Percentage Test.
     ----------------------------------- 

     The Actual Contribution Percentage (hereinafter referred to as "ACP") for
     Participants who are Highly Compensated Employees for each Plan Year and
     the ACP for Participants who are Non-highly Compensated Employees for the
     same Plan Year must satisfy one of the following tests:

          The average of the ACP for Participants who are Highly Compensated
          Employees for the Plan Year shall not exceed the average of the ACP
          for Participants who are Non-highly Compensated Employees for the same
          Plan Year multiplied by 1.25; or

          The average of the ACP for Participants who are Highly Compensated
          Employees for the Plan Year shall not exceed the average of the ACP
          for Participants who are Non-highly Compensated Employees for the same
          Plan Year multiplied by 2.0, provided that the average of the ACP for
          Participants who are Highly Compensated Employees does not exceed the
          average of the ACP for Participants who are Non-highly Compensated
          Employees by more than two percentage points.

     Multiple use: If one or more Highly Compensated Employees participate in
     both a CODA and a plan subject to the ACP test maintained by the Employer,
     and the sum of the ADP and ACP of those Highly Compensated Employees
     subject to either or both tests exceeds the Aggregate Limit, then the ACP
     of those Highly Compensated Employees who also participate in a CODA will
     be reduced (beginning with such Highly Compensated Employee whose ACP is
     the highest) so that the limit is not exceeded. The amount by which each
     Highly Compensated Employee's Contribution Percentage Amount is reduced
     shall be treated as an Excess Aggregate Contribution. The ADP and ACP of
     the Highly Compensated Employees are determined after any corrections
     required to meet the ADP and ACP tests. Multiple use does not occur if
     either the ADP or ACP of the Highly Compensated Employees does not exceed
     1.25 multiplied by the ADP and ACP of the Non-highly Compensated Employees.
<PAGE>
 
     For purposes of this section, the Contribution Percentage for any
     Participant who is a Highly Compensated Employee and who is eligible to
     have Contribution Percentage Amounts allocated to his account under two or
     more plans described in Section 401(a) of the Code, or arrangements
     described in Section 401(k) of the Code that are maintained by the
     Employer, shall be determined as if the total of such Contribution
     Percentage Amounts was made under each plan. If a Highly Compensated
     Employee participates in two or more cash or deferred arrangements that
     have different plan years, all cash or deferred arrangements ending with or
     within the same calendar year shall be treated as a single arrangement.
     Notwithstanding the foregoing, certain plans shall be treated as separate
     plans if mandatorily disaggregated under regulations under Section 401(m)
     of the Code.

     In the event that this Plan satisfies the requirements of Sections 401(m),
     401(a)(4), or 410(b) of the Code only if aggregated with one or more other
     plans, or if one or more other plans satisfy the requirements of such
     sections of the Code only if aggregated with this Plan, then this section
     shall be applied by determining the Contribution Percentage of Employees as
     if all such plans were a single plan. For plan years beginning after
     December 31, 1989, plans may be aggregated in order to satisfy Section
     401(m) of the Code only if they have the same Plan Year. For purposes of
     determining the Contribution Percentage of a Participant who is a 5% owner
     or one of the ten most highly-paid Highly Compensated Employees, the
     Contribution Percentage Amount and Total Compensation of such Participant
     shall include the Contribution Percentage Amount and Total Compensation for
     the Plan Year of Family Members (as defined in Section 414(q)(6) of the
     Code). Family Members, with respect to Highly Compensated Employees, shall
     be disregarded as separate employees in determining the Contribution
     Percentage both for Participants who are Non-highly Compensated and for
     Participants who are Highly Compensated Employees.

     For purposes of the ACP test, Employee Voluntary Contributions are
     considered to have been made in the Plan Year in which contributed to the
     Trust. Matching Contributions and Qualified Non-elective Contributions will
     be considered made for a Plan Year if made no later than the end of the 12-
     month period beginning on the day after the close of the Plan Year.

     The Employer shall maintain records sufficient to demonstrate satisfaction
     of the ACP test, and the amount of Qualified Non-elective or Qualified
     Marching Contributions, or both, used in such test.

     The determination and treatment of the Contribution Percentage of any
     Participant shall satisfy other requirements as may be prescribed by the
     Secretary of the Treasury.

4.8  Excess Aggregate Contributions.
     ------------------------------ 

     Notwithstanding any other provision of this Plan, Excess Aggregate
     Contributions, plus any income and minus any loss allocable thereto, shall
     be forfeited, if forfeitable, or if not forfeitable, distributed no later
     than the last day of each Plan Year to Participants to whose accounts such
     Excess Aggregate Contributions were allocated for the preceding Plan Year.
<PAGE>
 
     Excess Aggregate Contributions of Participants who are subject to the
     Family Member aggregation rules shall be allocated among the Family Members
     in proportion to the Employee Voluntary and Matching Contributions (or
     amounts treated as Matching Contributions) of each Family Member that are
     combined to determine the combined ACP. If such Excess Aggregate
     Contributions are distributed more the 2 1/2 months after the last day of
     the Plan Year in which such excess amounts arose, a 10% excise tax will be
     imposed on the Employer maintaining the Plan with respect to those amounts.
     Excess Aggregate Contributions shall be treated as annual additions under
     the Plan.

     Excess Aggregate Contributions shall be adjusted for any income or loss up
     to the date of distribution. The income or loss allocable to Excess
     Aggregate Contributions is the sum of (i) the income or loss allocable to
     the Participant's Voluntary Contribution Account, Matching Contribution
     Account, Qualified Matching Contribution Account (if any, and if all
     amounts therein are not used in the ADP test) and, if applicable, Qualified
     Non-elective Contribution Account and Elective Deferral Account for the
     Plan Year multiplied by a fraction, the numerator of which is
     suchParticipant's Excess Aggregate Contributions for the Plan Year and the
     denominator is the Participant's account balance(s) attributable to
     Contribution Percentage Amounts without regard to any income or loss
     occurring during such Plan Year; and (ii) 10% of the amount determined
     under (i) multiplied by the number of whole calendar months between the end
     of the Plan Year and the date of distribution, counting the month of
     distribution if distribution occurs after the 15th of such month.

     Forfeitures of Excess Aggregate Contributions shall be reallocated to the
     accounts of Non-highly Compensated Employees.

     Excess Aggregate Contributions shall be forfeited, if forfeitable, or
     distributed on a pro-rata basis from the Participant's Voluntary
     Contribution Account, Matching Contribution Account, and Qualified Matching
     Contribution Account (and, if applicable, the Participant's Qualified Non-
     elective Contribution Account or Elective Deferral Account, or both).

4.9  Conditions as to Contributions.
     ------------------------------ 

     Employers' contributions shall in all events be subject to the limitation
     set forth in Section 6. Any amount contributed by an Employer due to 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 into account any adverse investment
     experience within the Trust Fund in order that the balance credited to each
     Participant's Account is not less than it would have been if the
     contribution had never been made.

4.10 Contributions Not Forfeitable.
     ----------------------------- 
<PAGE>
 
     The Participant's accrued benefit derived from Elective Deferrals,
     Qualified Non-elective Contributions, Qualified Matching Contributions,
     Voluntary Contributions, and Rollover Contributions is nonforfeitable.



  SECTION 5 - ALLOCATIONS
  -----------------------

5.1  Contributions
     -------------

     The Employer shall provide the Committee all information necessary to make
     the allocation of Contributions and Forfeitures for each Plan Year. The
     Employer shall pay the Employer Contributions to the Trustee for investment
     in the Trust Fund for each Plan Year within the time prescribed by law for
     the filing of the Employer's federal income tax return, including
     extensions, for the Fiscal Year.

     Elective Deferral Contributions accumulated through payroll deductions
shall be paid to the Trustee at the earliest date in which such contributions
can reasonably be segregated from the Employer's general assets, but in any
event within 90 days from the date on which such amounts would otherwise have
been payable to the Participant in cash. The provisions of Department of Labor
Regulations 2510.3-102 are incorporated herein by reference. Furthermore, any
additional Employer Contributions which are allocable to the Participant's
Elective Deferral Account for a Plan Year shall be paid to the Plan no later
than the 12-month period immediately following the close of such Plan Year.

     (a)  Employer Contribution Account.

          Matching Contributions and Discretionary Contributions shall be
          maintained for each Participant in the Employer Contribution Account,
          subject to the vesting schedule in Section 8.1.

          In addition, Qualified Matching and Qualified Non-elective
          Contributions, if any, shall be maintained for each Participant in the
          Employer Contribution Account, which shall be nonforfeitable.

          If a Participant has satisfied the eligibility requirements for
          Matching Contributions, Discretionary Contributions, Qualified
          Matching Contributions, and Qualified Non-elective Contributions, is
          employed by an Employer on the Anniversary Date, and has at least
          1,000 Hours of Service during the Plan Year, his share of these
          Contributions shall be determined as follows:

          (i)  Employer Matching Contributions:

<PAGE>
 
            An Active Participant shall receive a Matching Contribution of 25%
            of Elective Deferrals made after the Participant's Entry Date, which
            do not exceed 2% of the Participant's Cash Compensation, pursuant to
            Section 4.1(b).

     (ii)   Employer Discretionary Contributions:

            A Discretionary Contribution shall be allocated to the account of
            each Active Participant in proportion to the ratio which his Cash
            Compensation for the Plan Year bears to the Cash Compensation of all
            Active Participants for such Plan Year, pursuant to Section 4.1(c).

     (iii)  Qualified Matching Contributions:

            An optional Qualified Matching Contribution shall be allocated to
            the account of each Non-highly Compensated Employee who is an Active
            Participant with Elective Deferrals made after the Participant's
            Entry Date in such Plan Year, pursuant to Section 4.1(d). The
            percent of the Qualified Matching Contribution shall be
            discretionary.

     (iv)   Qualified Non-elective Contributions:

            An optional Qualified Non-elective contributions shall be allocated
            to the account of each Non-highly Compensated Employee who is an
            Active Participant in proportion to the ratio which his Cash
            Compensation for the Plan Year bears to the Cash Compensation of all
            Non-highly Compensated Employees who are Active Participants for
            such Plan Year, pursuant to Section 4.1(e).

      Employer Contribution Account assets shall be invested by the Plan Trustee
      in the Plan's General Fund, together with the Voluntary Contribution
      Account assets and the Rollover Contribution Account cash assets.

  (b) Voluntary Contribution Account.

      A Participant may elect to contribute a maximum of 10% of his Cash
      Compensation each Plan Year as nondeductible Voluntary Contributions.
      Voluntary Contributions shall be maintained for each Participant in the
      Voluntary Contribution Account.

  Voluntary Contribution Account assets shall be invested by the Plan Trustee in
  the Plan's General Fund, together with the Employer Contribution Account
  assets and the Rollover Contribution Account cash assets.

  (c) Rollover Contribution Account.

      Rollover Contributions shall be maintained for each Participant in the
      Rollover Contribution Account.
<PAGE>
 
       Rollover Contribution Account cash assets shall be invested by the Plan
       Trustee in the Plan's General Fund, together with the Employer
       Contribution Account assets and the Voluntary Contribution Account
       assets.

       If a Rollover Contribution consists of property other than cash, such
       property shall be considered an earmarked investment for such
       Participant.

  (d)  Elective Deferral Account.

       Elective Deferral Contributions shall be maintained for each Participant
       in an Elective Deferral Account.

5.2  Forfeitures.
     ----------- 

     If a Participant has satisfied the eligibility requirements for Employer
     Matching and Employer Discretionary Contributions, is employed by the
     Company on an Anniversary Date, and has at least 1,000 Hours of Service
     during the Plan Year, his share of Forfeitures shall be determined in the
     following manner.

     Any assets which have become Forfeitures since the last Anniversary Date
     shall first be used to reinstate any previously forfeited account balances
     of former Participants, if any, pursuant to Section 8.5. The remaining
     Forfeitures, if any, shall be allocated to each Active Participant in
     proportion to the ratio which his Cash Compensation for the Plan Year bears
     to the Cash Compensation of all Active Participants for such Plan Year.

5.3  Income on Investments.
     --------------------- 

     (a)  Employer Contribution, Voluntary Contribution, and Rollover
          Contribution Accounts.

          (i)  General Fund. On each Anniversary Date, the income (or loss) for
               the Employer Contribution Account, Voluntary Contribution
               Account, and Rollover Contribution Account shall be allocated
               based on the beginning balance on the first day of the Plan Year
               for each Active Participant and former Participant with Vested
               assets remaining in the Plan on the Anniversary Date, less an
               adjustment for distributions, withdrawals, or forfeitures during
               the Plan Year on a time-weighted basis .

          (ii) Earmarked Investment. Any income, expense, gain, or loss earned
               or incurred with respect to such investment shall be credited
               solely to the earmarked investment.

     (b)  Elective Deferral Accounts.

          (i)  Pooled Investment. On September 30, December 31, March 31, and
               June 30 of each Plan Year, the income (or loss) for each pooled
               Elective Deferral Account shall be allocated based on the
               beginning balance on the first day of every calendar quarter

<PAGE>
 
            for each Participant with assets remaining in the Plan on the
            Valuation Date for such quarter, less an adjustment for
            distributions and withdrawals during the quarter on a time-weighted
            basis, plus an adjustment for transfers from other investments on a
            time-weighted basis, plus one-half of Elective Deferral
            Contributions made during the quarter.

       (ii) Earmarked Investment. Any income, expense, gain, or loss earned or
            incurred with respect to such investment shall be credited solely to
            the earmarked investment.



     SECTION 6 - LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
     --------------------------------------------------------

6.1  Limitation on Annual Additions.
     ------------------------------ 

     Notwithstanding the provisions of Section 5, 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 equal to the lesser of (i) $30,000 or if greater, one-fourth
     of the defined benefit dollar limitation set forth in Section 415(b)(1) of
     the Code as in effect for the limitation year, or (ii) 25% of the
     Participant's Total Compensation for such limitation year.

     For purposes of this Section 6.1 and the following Section 6.2, the "annual
     addition" to a Participant's accounts means the sum of (i) the Employer
     Contributions and Forfeitures credited to a Participant's Account with
     respect to a limitation year, plus (ii) the Participant's total
     nondeductible 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.

6.2  Coordinated Limitation with Other Plans.
     --------------------------------------- 

     Aside from the limitation prescribed by Section 6.1 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:

     (a)  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 additions to his accounts 
<PAGE>
 
          through the current year Plan 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%
          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 6.1 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% of his average annual Total
          Compensation in those years.

     (b)  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 the following amounts -A- and -B- with an Employer: -A-
          is 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.

6.3  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 6.1 and 6.2.
     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 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.


     SECTION 7 - INVESTMENTS
     -----------------------

7.1  General Fund.
     ------------ 

     Matching Contributions, Discretionary Contributions, Qualified Matching
     Contributions, Qualified Non-elective Contributions, Employee Voluntary
     Contributions, and Employee Rollover Contributions shall be held in a
     "General Fund".
<PAGE>
 
     The Trustees shall have full power and authority to receive, collect,
     receipt for, hold, manage, and care for all amounts paid and contributed to
     the General Fund, and the proceeds thereof, and the income and profits
     therefrom, as a single fund, and to invest and reinvest the same, pursuant
     to the provisions of Section 12.3. The Trustees may invest in "qualifying
     employer real property" and qualifying employer securities" as defined in
     Section 407(d)(4) and (5) of ERISA, including Employer Stock.

7.2  Participant Direction of Assets from General Fund to Employer Stock.
     ------------------------------------------------------------------- 

     Effective on July 1, 1989, the Trustees were expressly authorized to
     receive from each Participant on an annual basis an irrevocable election
     directing the Trustees to have all or a part of the Vested portion of each
     such Participant's assets in the General Fund to be invested in Employer
     Stock. A Participant's initial election required a minimum investment of
     $250.

     Effective with the Plan Year beginning on July 1, 1992, this annual
     election was rescinded. However, any investments in Employer Stock and any
     directions for investment made prior to the Plan Year beginning on July 1,
     1992 shall continue to be valid and shall not be affected.

     The net income from Employer Stock investments in the Employer Contribution
     Account shall be invested primarily in Employer Stock and such cash or
     short term investments as the Trustees shall deem necessary to meet any
     contingencies.

7.3  Elective Deferral Accounts.
     -------------------------- 

     The Trustees shall have full power and authority to receive, collect,
     receipt for, hold, manage, and care for all amounts held, paid, and
     contributed through Elective Deferrals.

     Each Participant shall choose the investments for his Elective Deferrals
     from those selected by the Trustees for this purpose. These investments
     shall be chosen within the guidelines of ERISA. The investment selections
     shall include, but not be limited to, the following:

     (a)  At least three diversified investments with different goals and
          different risk factors.

     (b)  One or more investments with no market risk, which are fully insured
          against loss by the United States or an agency of the United States.

     (c)  Employer Stock.

7.4  Voting of Employer Stock.
     ------------------------ 

     The Participants shall have full voting rights with respect to Employer
Stock purchased with Participant direction. All shares of Employer Stock
purchased through Participant direction shall be voted by the Trustees as
directed by the Participants. The Trustees shall vote shares of Employer Stock
in the General Fund in proportion to the manner in which the shares of 
<PAGE>
 
Employer Stock purchased with Participant direction are voted by the
Participants. The Trustees shall adopt such rules and procedures as they deem
necessary to carry out the intent of this provision.

7.5  Restrictions on Insider Transactions.
     ------------------------------------ 

     On January 28, 1992, the following "Restrictions on Insider Transactions"
     became effective.

     Notwithstanding any other provisions in the Plan to the contrary,
     transactions by Participants who are deemed to be insiders within the
     meaning of Section 16 of the Securities Exchange Act of 1934 shall also be
     restricted by the following provisions:

     (a)  For initial or periodic transactions resulting from an election to
          participate or change levels of participation with respect to
          securities of the issuer:

          (i)  Officer or director Participants making withdrawals must cease
               further purchases in the Plan for six months, or the securities
               so distributed must be held by the Participant six months prior
               to disposition; provided, however, that extraordinary
               distributions of all of the issuer's securities held by the Plan
               and distributions in connection with death, retirement,
               disability, termination of employment, or a qualified domestic
               relations order as defined by the Code or Title I of the Employee
               Retirement Income Security Act, or the rules thereunder, are not
               subject to this requirement.

          (ii) Officer or director Participants who cease participation in the
               Plan may not participate again for at least six months.

     (b)  For intra-plan transfers between an equity securities of the issuer
fund and another fund, the transaction is pursuant to an election made on a
quarterly date at least six months after the date of the previous intra-plan
transfer election relating to an equity securities of the issuer fund. The
quarterly date referred to in the previous sentence shall begin on the third
business day following the public release of quarterly and annual summary
statements of earnings of the Company and ending on the twelfth business day
following such date.


     SECTION 8 - VESTING
     -------------------

8.1  Vesting Schedule
     ----------------

     (a)  Employer Contribution Account for Employer Matching Contributions and
          Employer Discretionary Contributions.

          Upon termination of employment for any reason other than death, total
          or permanent disability, or attainment of the Plan's Early Retirement
          age, a Participant's Vested (nonforfeitable) portion of his assets in
          the Employer Contribution Account maintained 
<PAGE>
 
          for Employer Matching and Employer Discretionary Contributions shall
          be a percentage based on his Years of Service as determined by the
          following schedule, and subject to the provisions in the balance of
          this Section 8:

<TABLE>
<CAPTION>
                                   Vesting Schedule                  
                                   ----------------                  
                      Years of Service   Percent Vested Interest     
                      -----------------  ------------------------    
                      <S>                <C>                        
                      Less than 3 years              0%              
                            3                       20%              
                            4                       40%              
                            5                       60%              
                            6                       80%              
                       7 or more years             100%               
</TABLE>

     (b)  Accounts for Qualified Matching Contributions, Qualified Non-elective
          Contributions, Elective Deferral Contributions, Employee Voluntary
          Contributions and Employee Rollover Contributions.

          These Accounts are not subject to the Vesting Schedule in Section
          8.1(a), and shall be 100% vested and not forfeitable for any reason.

8.2  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:

     (a)  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.

     (b)  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).

8.3  Full Vesting upon Certain Events.
     -------------------------------- 

     Notwithstanding Section 8.1(a), a Participant's interest in his Account
     shall fully vested 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 death.
<PAGE>
 
8.4  Full Vesting upon Plan Termination.
     ---------------------------------- 

     Notwithstanding Section 8.1(a), 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.

8.5  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 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 reinstated 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.

8.6  Accounting for Forfeitures.
     -------------------------- 

     A Forfeiture shall be charged to the Participant's Account as of the first
     Plan Year in which there is a 1-Year Break in Service. Except as otherwise
     provided in Section 8.5, a Forfeiture shall be first used to reinstate any
     previously forfeited account balances of former Participants, if any, with
     the remaining Forfeitures, if any, allocated to the Active Participants,
     pursuant to Section 5.2.

8.7  Vesting and Nonforfeitability.
     ----------------------------- 

     A Participant's interest in his Account which has become Vested shall be
     nonforfeitable for any reason.


     SECTION 9 - PAYMENT OF BENEFITS
     -------------------------------

9.1  Upon Termination of Employment
     ------------------------------
<PAGE>
 
     A Participant whose Service ends for any reason shall receive the Vested
     portion of his Account in either:  (i) a single payment;  or (ii) over a
     period not to exceed ten years.

     Pursuant to Section 401(a)(31) of the Code, effective January 1, 1993, if a
     Participant elects to receive the distribution in a single payment, payment
     may be made either to the Participant or to an Eligible Retirement Plan as
     a Direct Rollover.

     A terminated Participant shall receive information from the Committee
     pertaining to his distribution options and the tax consequences of the
     distribution. Pursuant of Section 401(a)(31) of the Code and the
     regulations thereunder, unless the Participant waives the 30-day waiting
     period and elects to make or not to make a Direct Rollover, the
     distribution shall not be made until at least 30 days have elapsed after
     the Participant has been advised of his distribution options. If the
     Participant has not attained the Plan's Normal Retirement age, the
     Participant may elect to wait to receive his benefits until he becomes age
     65.

     A Participant may modify his distribution 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 shall be calculated based on the most recent
     Valuation Date before the date of payment.

9.2  Upon Death of Participant.
     ------------------------- 

     The Beneficiary of a Participant shall receive information from the
     Committee pertaining to his distribution options and the tax consequences
     of the distribution.

     Pursuant to Section 401(a)(31) of the Code, effective January 1, 1993, if
     the Beneficiary is a surviving Spouse, the distribution is an Eligible
     Rollover Distribution, and payment may be made either to the Spouse, or to
     the surviving Spouse's IRA as a Direct Rollover. If the Beneficiary is an
     alternate payee spouse or former spouse, the distribution is an Eligible
     Rollover Distribution, and payment may be made either to the alternate
     payee spouse or former spouse, or to an Eligible Retirement Plan of the
     alternate payee spouse or former spouse as a Direct Rollover.

     If the distribution is an Eligible Rollover Distribution, pursuant to
     Section 401(a)(31) of the Code and the regulations thereunder, unless the
     Beneficiary waives the 30-day waiting period and elects to make or not to
     make a Direct Rollover, the distribution shall not be made until at least
     30 days have elapsed after the Beneficiary has been advised of his
     distribution options.

     A Beneficiary's benefits shall be calculated based on the most recent
     Valuation Date before the date of payment.

     (a)  Distribution options if distribution to Participant have not begun.
<PAGE>
 
     If a Participant dies before distribution has begun, his entire Account
     shall be distributed to his Beneficiary no later than the earlier of the
     Participant's required minimum distribution beginning date or five years
     after death, unless one of the following is applicable:

     (i)    The Beneficiary elects and begins to receive payment over his life
            expectancy by December 31 of the year following the year of the
            death of the Participant.

     (ii)   The Beneficiary is the surviving Spouse. In this circumstance, the
            distribution beginning date shall be the Participant's required
            minimum distribution beginning date.

     (iii)  The Beneficiary is a child, and upon the attainment of the child's
            majority (or other circumstance permitted in the Code and the
            regulations thereunder) the surviving Spouse will becomethe
            recipient of the payment of benefits, then the distribution
            beginning date shall be the Participant's required minimum
            distribution beginning date.

     (b)  Distribution options if distribution to Participant has begun.

          If a Participant dies after his distribution has begun but before his
          entire Account has been paid to him, then the balance of his Account
          shall be distributed to his Beneficiary at least as rapidly as under
          the distribution schedule elected by the Participant.

9.3  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, 1989, if a Participant is in Service upon the
     attainment of age 70 1/2, minimum distribution payments shall commence by
     April 1 of the calendar year following the calendar year in which the
     Participant attained age 70 1/2. However, any Participant who was in
     Service and became age 70 1/2 prior to January 1, 1989, except for a
     Participant who was a 5% owner, shall not be subject to minimum
     distribution payments until termination from Service with an Employer.

     The distribution shall be made based on one of the following
     irrevocableelections: (i) over the life of the Participant, or over the
     joint lives of the Participant and his designated Beneficiary; or (ii) over
     a period certain not to exceed the life expectancy of the Participant, or
     the life expectancy of the Participant and his designated Beneficiary.

9.4  In-Service Distributions.
     ------------------------ 

     (a)  Non-deductible Voluntary Contribution Distribution.
<PAGE>
 
          A distribution from a Non-deductible Voluntary Contribution Account
          may be made at any time.

     (b)  Hardship Distribution.

          A hardship distribution may be made from the Account of a Participant
          subject to the following limitations:

          (i)  A hardship distribution shall be limited to the amount which is
               necessary to satisfy an immediate and heavy financial need of the
               Participant. The amount of an immediate and heavy financial need
               may include any amounts necessary to pay any federal, state, or
               local income taxes or penalties reasonably anticipated to result
               from the distribution.

          (ii) A distribution may be made to satisfy the financial need if the
               Participant's need:

               (I)    Cannot be met through reimbursement or compensation by
                      insurance or otherwise; or

               (II)   Cannot be met by liquidation of the Participant's assets;
                      or

               (III)  Cannot be met by cessation of Elective Deferral
                      Contributions under the Plan; or

               (IV)   Cannot be met by other distributions or nontaxable (at the
                      time of the loan) loans from plans maintained by an
                      Employer or any other employer; or

               (V)    Cannot be met by borrowing from commercial sources on
                      reasonable commercial terms, in an amount sufficient to
                      satisfy the need.

          (iii)A hardship distribution may be made for one of the following
               purposes:

               (I)    to pay medical expenses incurred by the Participant, the
                      Participant's Spouse, or any dependents of the
                      Participant;

               (II)   costs directly related to the purchase of a principal
                      residence for the Participant (excluding mortgage
                      payments);

               (III)  payment of tuition and related educational fees for the
                      next 12 months of post-secondary education for the
                      Participant, the Participant's Spouse, children, or
                      dependents;

               (IV)   payments necessary to prevent eviction of the Participant
                      from the Participant's principal residence or foreclosure
                      on the mortgage of that residence; or
<PAGE>
 
               (V)    because of other events approved by the Secretary of the
                      Treasury or his delegate.

          (iv) A hardship distribution may not be in excess of the amount needed
               to satisfy the immediate and heavy financial need.

          (v)  For plan years beginning after December 31, 1988, any hardship
               distribution from the Participant's Elective Deferral Account
               must be limited to the distributable amount. The distributable
               amount is equal to the Participant's total Elective Deferral
               Contributions as of the date of distribution, reduced by the
               amount of previous hardship distributions, plus income earned on
               Elective Deferrals which were credited to the Participant's
               Elective Deferral Account as of June 30, 1989.

     Upon the receipt of a hardship distribution, a Participant is prohibited
     from making Elective Deferrals and Voluntary Contributions to this Plan and
     all other plans maintained by the Employer for at least 12 months. However,
     this prohibition to making contributions to other plans does not include a
     health or welfare benefit plan, including one which is part of a cafeteria
     plan, pursuant to Section 125 of the Code.

9.5  Type of Payment.
     --------------- 

     This Section 9.5 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 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.

9.6  Form of Payment.
     --------------- 

     (a)  Cash or "In Kind".

          Distributions shall be made in cash or, if there are investments in
          non-cash accounts, distributions may be made, at the election of the
          Distributee, in cash and/or in kind.
<PAGE>
 
     (b)  Employer Stock.

          Notwithstanding the foregoing in Section 9.6(a), any earmarked
          investments in Employer Stock shall be distributed, to the greatest
          extent possible, in the form of whole shares of Employer stock,
          provided that Employer Stock is readily tradeable on an established
          securities market at the time of distribution.


     (c)  Annuity.

          In lieu of making payments directly from a terminated or deceased
          Participant's Account, the Trustees may, in their sole discretion,
          invest all or a portion of a Participant's Account in one or more
          annuity Contracts and assign such Contract or Contracts to such
          Participant or his Beneficiary in such manner as the Trustees deem
          advisable. Before assigning any Contract to a terminated Participant
          or a Beneficiary of a deceased Participant, the Trustees shall cause
          such Contract to be made non-assignable by the assignee. Any Contract
          obtained after July 31, 1983 shall be issued on a unisex basis and all
          the terms and conditions under any such Contracts, including benefits,
          premiums, options, loan values, and cash surrender values, shall be
          the same for both male and female.

          If any Contract on the life of a terminated or deceased Participant is
          purchased, such Contract shall be endorsed to provide for payments
          thereunder in accordance with the preceding provisions of this
          section.

9.7  Timing of Distribution.
     ---------------------- 

     Pursuant to Section 401(a)(31) of the Code and the regulations thereunder,
     effective January 1, 1993, a Participant or Beneficiary shall be notified
     of all distribution options at least thirty days prior to making a
     distribution election. However, a Participant shall be permitted to waive
     the 30-day period requirement which is given a Distributee to review all
     distribution options, and may elect to make or not to make a Direct
     Rollover to an Eligible Retirement Plan sooner.

     If the value of a Participant's Vested assets exceeds (or at the time of
     any prior distribution exceeded) $3,500, the Participant must consent to
     the distribution in writing. However, the consent of the Participant shall
     not be required to satisfy the commencement of minimum required
     distributions, pursuant to Section 401(a)(9) of the Code.

     Unless the Participant elects otherwise, distribution of benefits shall
     begin no later than the 90th day after the close of the Plan Year in which
     the Participant attains age 65.

     A Participant's Vested assets are immediately distributable, subject to the
     requirements of Section 401(a)(31) of the Code, if they do not exceed
     $3,500. Payment will be made to the 
<PAGE>
 
     Participant or Beneficiary if a distribution election has not been received
     within 90 days after notification of all distribution options.

9.8  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.

9.9  Qualified Domestic Relations Order.
     ---------------------------------- 

     Under a Qualified Domestic Relations Order (QDRO), the following shall be
     applicable:

     (a)  The alternate payee may receive a payment of benefits under this Plan
          in accordance with the distribution options described in Section 9.

     (b)  The alternate payee may receive a payment of benefits under this Plan
          prior to the Normal Retirement age if the QDRO specifically provides
          for such earlier payment. If the present value of the payment exceeds
          $3,500, the alternate payee must consent in writing to such
          distribution.

     (c)  Upon receipt of an order which appears to be a domestic relations
          order, the Committee will promptly notify the Participant and each
          alternate payee of the receipt of the order, and provide them with a
          copy of the procedures established by the Plan for determining whether
          the order is a QDRO. While the determination is being made, a separate
          accounting will be made with respect to any amounts which would be
          payable under the order.

          If the Committee or a court determines that the order is a QDRO,
          within 18 months after receipt, the Committee will begin making
          payments, including the separately accounted for amounts, pursuant to
          the order when required or as soon as administratively practical.

          If the Committee or court determines that the order is not a QDRO, or
          if no determination is made within 18 months after receipt, then the
          separately accounted for amounts will be either restored to the
          Participant's account or distributed to the Participant, as if the
          order did not exist. If the order is subsequently determined to be a
          QDRO, such determination shall be applied prospectively to payments
          made after the determination.

9.10 Beneficiary Designation.
     ----------------------- 

     Each Participant shall designate the person, persons, or entity to receive
     benefits payable under the Plan upon the death of the Participant.
<PAGE>
 
     No election by a married Participant of a primary Beneficiary who is not
     the Participant's Spouse shall be valid unless the election is accompanied
     by the Spouse's written consent, which

     (a)  must acknowledge the effect of the election,

     (b)  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

     (c)  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.)

9.11 Marital Status of Participant.
     ----------------------------- 

     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.


     SECTION 10 - RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS
     -----------------------------------------------------------------

10.1 Claim for Benefits.
     ------------------ 

     Any Participant or Beneficiary who qualifies for 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 be begin. If a Participant or Beneficiary fails to file a claim by
     the 30th day before 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 in Section 9.

10.2 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 written noticeof
     the extension is given to the Participant or Beneficiary within 90 days
     after receiving the claim for benefits), the 
<PAGE>
 
     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:

     (a)  Each specific reason for the denial;

     (b)  Specific references to the pertinent Plan provisions on which the
     denial is based;

     (c)  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

     (d)  An explanation of the claims review procedures set forth in Section
     10.3.

10.3 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 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 11 - ADMINISTRATION OF PLAN
     -----------------------------------

11.1 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

     (a)  allocated to the Company, the Employers, or the Trustees under the
     Plan,
<PAGE>
 
     (b)  delegated in writing to other persons by the Company, the Employers,
          the Committee, or the Trustees, or

     (c)  allocated to other parties by operation of law.

     The Committee shall have no investment responsibility with respect to the
     Trust Fund. 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 Trustees in the same or some other capacity)
     and may pay their reasonable expenses and compensation.

11.2 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 serve as a member
     of the Committee. The Company shall have the power to remove any individual
     serving 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.

11.3 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 Trustees whatever
     information may be necessary to properly administer the Trust. The
     Committee shall see to the filing with the appropriate government agencies
     all reports and returns required of the Plan Committee under ERISA and
     other laws.

11.4 Valuation of Employer Stock.
     --------------------------- 

     If the valuation of any Employer 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 the Plan purchases or sells such
     Employer 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
     Employer Stock as determined by an independent appraiser experienced in
     preparing valuations of similar businesses.

11.5 Compliance with ERISA.
     --------------------- 
<PAGE>
 
     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.

11.6 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
     meet informally and may take any action without meeting as a group.

11.7 Execution of Documents.
     ---------------------- 

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

11.8 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.

11.9 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 by 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 Section 9, 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.

11.10  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 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
<PAGE>
 
     11.10, 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.

11.11  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 him 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.

11.12  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 12 - POWERS AND DUTIES OF PLAN TRUSTEES
     -----------------------------------------------

12.1 Appointment of Trustees.
     ----------------------- 

     The Board of Directors of the Company shall appoint a minimum of three
     individuals to serve as Trustees of the Plan. The Board of Directors of the
     Company shall have the right at any time, and from time to time, to remove
     any Trustee without cause. An individual may resign as a Trustee at any
     time upon 10 days written notice to the Company.

12.2 Basic Responsibilities of the Trustees
     --------------------------------------

     The Trustees shall have the following primary responsibilities:

     (a)  To invest, manage, and control the Plan assets in a manner consistent
with Section 7.

          At the discretion of the Trustees, one or more Investment Managers may
          be appointed to direct the investment of all or any portion of the
          Trust Fund. An Investment Manager shall accept the appointment in
          writing, acknowledging that he is a fiduciary pursuant to Section 401
          of ERISA, and certifying his registration under the Investment
          Advisors Act of 1940 and the Investment Advisor Regulatory Enhancement
          and Disclosure Act of 1993. The Investment Manager, as a Plan
          fiduciary, is subject to the fidelity bond requirement of Section 412
          of ERISA, and shall furnish evidence that this requirement has been
          satisfied each Plan Year. The Trustees shall be under no obligation to
          review or question any investment decision made by the Investment
          Manager, and shall have no
          
<PAGE>
 
          liability for losses sustained with respect to any investments made or
          retained by the Investment Manager, or for any acts or omissions of
          the Investment Manager.

     (b)  At the direction of the Committee, to pay benefits to Participants in
the Plan and, in the event of their death, to their Beneficiaries.

     (c)  To maintain records of all receipts and disbursements, and to furnish
          to the Employer a written annual report.

12.3 Investment Powers and Duties
     ----------------------------

     The Trustees shall carry out their duties with skill and prudence, giving
     due regard to any limitations imposed by the Code or ERISA. The Trustees,
     in addition to all power and authority granted to it under common law,
     statutory authority, and other provisions of the Plan, shall be empowered:

     (a)  To purchase, or subscribe for, any securities or other property and to
          retain the same. In conjunction with the purchase of securities,
          margin accounts may be opened and maintained;

     (b)  To sell, exchange, convey, transfer, grant options to purchase, or
          otherwise dispose of any securities or other property held by the
          Trustees, by private contract or at public auction. No person dealing
          with the Trustees shall be bound to see to the application of the
          purchase money or to inquire into the validity, expediency or
          propriety of any such sale or other disposition, with or without
          advertisement;

     (c)  To vote upon any stocks, bonds, or other securities; to give general
          or special proxies or powers of attorney with or without power of
          substitution; to exercise any conversion privileges, subscription
          rights, or other options, and to make any payments incidental thereto;
          to oppose, or to consent to, or otherwise participate in, corporate
          reorganizations or other changes affecting corporate securities, and
          to delegate discretionary powers, and to pay any assessments or
          charges in connection therewith; and generally to exercise any of the
          powers of an owner with respect to stocks, bonds, securities, or other
          property.

     (d)  To cause any securities or other property to be registered in the
          Trustees' own name, and to hold any investments in bearer form, but
          the books and records of the Trustees shall at all times show that all
          such investments are part of the Trust Fund;

     (e)  To borrow or raise money for the purposes of the Plan in such amount,
          and upon such terms and conditions, as the Trustees shall deem
          advisable; and for any sum so borrowed, to issue a promissory note as
          Trustees, and to secure the repayment thereof by pledging all, or any
          part, of the Trust Fund; and no person lending money to the Trustees
          shall be bound to see the application of the money lent or to inquire
          into the validity, expediency, or propriety of any borrowing;
<PAGE>
 
     (f)  To keep such a portion of the Trust Fund in cash or cash balances as
          the Trustees may, from time to time, deem to be in the best interests
          of the Plan, without liability for interest thereon;

     (g)  To accept and retain for such time as the Trustees may deem advisable
          any securities or other property received or acquired as Trustee
          hereunder, whether or not such securities or other property would
          normally be purchased as investments hereunder;

     (h)  To make, execute, acknowledge, and deliver any and all documents of
          transfer and conveyance and any and all other instruments that may be
          purchased as investments hereunder;

     (i)  To settle, compromise, or submit to arbitration any claims, debts, or
          damages due or owing to or from the Plan, to commence or defend suits
          of legal or administrative proceedings, and to represent the Plan in
          all suits and legal and administrative proceedings;

     (j)  To employ suitable agents and counsel and to pay their reasonable
          expenses and compensation, and such agent or counsel may or may not be
          agent or counsel for the Employer;

     (k)  To apply for and procure from responsible insurance companies, to be
          selected by the Committee, as an investment of the Trust Fund such
          annuity, or other Contracts (on the life of any Participant) as the
          Committee shall deem proper; to exercise, at any time or from time to
          time, whatever rights and privileges may be granted under such annuity
          or other Contracts; to collect, receive, and settle for the proceeds
          of all such annuity or other Contracts as and when entitled to do so
          under the provisions thereof;

     (l)  To invest funds of the Trust in time deposits or savings accounts
          bearing a reasonable rate of interest in the Trustees' bank;

     (m)  To invest in Treasury Bills and other forms of United States
          government obligations;

     (n)  To sell, purchase, and acquire put or call options if the options are
          traded on and purchased through a national securities exchange
          registered under the Securities Exchange Act of 1934, as amended, or,
          if the options are not traded on a national securities exchange, are
          guaranteed by a member firm of the New York Stock Exchange;

     (o)  To deposit monies in federally insured savings accounts or
          certificates of deposit in banks or savings and loan associations;

     (p)  To pool all or any of the Trust Fund, from time to time, with assets
          belonging to any other qualified employee pension benefit trust
          created by the Employer or an affiliated company of the Employer, and
          to commingle such assets and make joint or common investments and
          carry joint accounts on behalf of this Plan and such other trust or
          trusts, 
<PAGE>
 
          allocating undivided shares or interests in such investments or
          accounts or any pooled assets of the two or more trusts in accordance
          with their respective interests;

     (q)  To establish and maintain investments as directed by the Participants
          for their Elective Deferral Contributions.

     (r)  To do all such acts and exercise all such rights and privileges,
          although not specifically mentioned herein, as the Trustee may deem
          necessary to carry out the purposes of the Plan.

12.4 Duties Regarding Payment of Benefits.
     ------------------------------------ 

     At the direction of the Committee, the Trustee shall, in accordance with
     the terms of the Plan, make payment of benefits and expenses from the Trust
     Fund.

12.5 Execution of Contracts and Payment of Benefits
     ----------------------------------------------

     Execution or endorsement of any contract or check shall require the written
     approval of any two Trustees acting together.

12.6 Trustee Expenses.
     ---------------- 

     The Trustees shall be reimbursed for any necessary expenses, including
     reasonable fees for legal counsel. Such expenses shall be paid from the
     Trust Fund, unless the Company elects to pay all or any portion of such
     expenses. All extraordinary expenses and liabilities, such as the cost of
     litigation or the payment of adverse claims shall be paid from the Trust
     Fund. All taxes of any kind that may be levied or assessed under existing
     or future laws upon, or in respect of, the Trust Fund or the income
     thereof, shall be paid from the Trust Fund.

12.7 Trust Fund Annual Report.
     ------------------------ 

     The Trustees shall maintain detailed and accurate records and accounts of
     all transactions, which shall be available for inspection and audit by any
     person or persons designated by the Committee. At the direction of the
     Committee, the Trustees shall submit any valuations, reports, or other
     information that may be required to the auditors.

     Within a reasonable time following the later of the last day of the Plan
     Year or receipt by the Trustees of the final Employer Contribution to the
     Plan, the Trustees shall furnish to the Company and the Committee a written
     account which shall contain: (i) the net income, or loss, of the Trust
     Fund; (ii) the gains, or losses, realized by the Trust Fund from the sale
     or other disposition of assets; (iii) the increase, or decrease, in the
     value of the Trust Fund; (iv) all payments and distributions made from the
     Trust Fund; and (v) any additional information that the Company or
     Committee deems appropriate.
<PAGE>
 
       Upon receipt of the Trust Fund accounting, the Company shall advise the
       Trustees of its approval or disapproval within thirty days. If no
       objection has been filed by the Company, or if the account has been
       adjusted pursuant to agreement between the Company and the Trustees, it
       shall be deemed to be approved by the Company except as to matters, if
       any, covered by written objections from the Company. The approval by the
       Company of any statement of account shall be binding as to all matters
       embraced therein to the same extent as if the account of the Trustees had
       been settled by judgment or decree in an action for a judicial settlement
       of its account in a court of competent jurisdiction in which the
       Trustees, the Company, and all persons having or claiming an interest in
       the Plan were parties; provided, however, that nothing herein contained
       shall deprive the Trustees of having its accounts judicially settled if
       the Trustees so desires.

12.8   Audit.
       ----- 

       If an audit of the Plan's records shall be required by ERISA and the
       regulations thereunder for any Plan Year, the Committee shall direct the
       Trustees to engage on behalf of all Participants an independent qualified
       public accountant for that purpose. Such accountant shall, after an audit
       of the books and records of the Plan in accordance with generally
       accepted auditing standards, within a reasonable period after the close
       of the Plan Year, furnish to the Committee and the Trustees a report of
       his audit, setting forth his opinion as to whether any statements or
       schedules which are required to be filed by Section 103 of ERISA or by
       the Secretary of Labor with the Plan's annual report, are presently
       fairly in conformity with generally accepted accounting principles
       applied consistently.

       All auditing and accounting fees shall be an expense of and, at the
       election of the Company, paid from the Trust Fund.

12.9   Idemnification by Employers.
       --------------------------- 

       Except as separately agreed in writing, the Trustees shall be idemnified
       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 them in connection
       with any claim made against them or in which they may be involved as
       Trustees, to the extent such amounts are not paid by insurance.

12.10  Nonparticipation by Interest Member.
       ----------------------------------- 

       Any Trustee 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 other Trustees incapable
       of acting on the matter.


       SECTION 13 - AMENDMENT AND TERMINATION OF PLAN
       ----------------------------------------------

13.1   Adoption of Plan by Other Employers.
       ----------------------------------- 

<PAGE>
 
     With the consent of the Company, any entity may become a participating
     Employer under the Plan by (i) taking such action as shall be necessary to
     adopt the Plan, and (ii) 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. 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 part 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 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 and their Beneficiaries prior to the satisfaction of all
     liabilities under the Plan. 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
     -------------------------------------
<PAGE>
 
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 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 Employer.

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 Section 6.3, under no circumstances shall any portion
     of the Trust Fund be diverted to or used for any 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.
     -------------------------- 
<PAGE>
 
     If any provision of this Plan is held to be invalid or unenforcable, the
other provisions of the Plan shall not be affected but shall be applied as if
the invalid or unenforcable 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 according with the laws of the State of
     Illinois to the extent those laws are applicable under the provisions of
     ERISA.


     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, and 15.4, which shall apply only to the extent the
     Plan is top-heavy or super top-heavy within the meaning of Section 416 of
     the Code and the Treasury Regulations promulgated thereunder. In making
     this determination, the Committee shall use the following definitions and
     principles:

     (a)  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.

     (b)  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.

     (c)  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 calendar year as this Plan's determination date.
<PAGE>
 
     (d)  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 of 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 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.

     (e)  A Non-key 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.

     (f)  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 to the annual valuation date coinciding
          with or next preceding the determination date, with respect to Key
          Employees and Non-key Employees under all plans with the plan
          aggregation group which includes this Plan. For this purpose, the
          "adjusted account balance" 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.

     (g)  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 Non-key
          Employees.

     (h)  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 Non-key
          Employees.
<PAGE>
 
     (I)  A "Top-Heavy Year" means a Plan Year in which the Plan is top-heavy.

15.2 Minimum Contributions.
     --------------------- 

     For any Top-Heavy Year, a special contribution shall be made on behalf of
     each Participant so that each Non-key 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 any
     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.

     Neither Elective Deferrals nor Matching Contributions may be taken into
     account for the purpose of satisfying the minimum top-heavy contribution
     requirement.

     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 this Plan.

15.3 Top-Heavy Vesting Schedule.
     -------------------------- 

     In a Top-Heavy Plan Year, a Participant's Vested interest in that portion
     of his Employer Contribution Account maintained for Employer Matching and
     Employer Discretionary Contributions shall be based on the following top-
     heavy vesting schedule:

<TABLE>
<CAPTION>
                                  Vesting Schedule                
                                  ----------------                    
                     Years of Service   Percent Vested Interest       
                     ----------------   -----------------------       
                                                                      
                     <S>                <C>                           
                     Less than 2 years               0%               
                            2                       20%               
                            3                       40%               
                            4                       60%               
                            5                       80%               
                      6 or more years              100%                
</TABLE>

15.4 Maximum Compensation.
     -------------------- 
<PAGE>
 
     For any Top-Heavy Year, a Participant's "Cash Compensation" as defined in
     Section 2, 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).