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                                CGU SAVINGS PLAN


               (As Amended and Restated Effective January 1, 1999)





<PAGE>

                                CGU SAVINGS PLAN

               (As Amended and Restated Effective January 1, 1999)


                                TABLE OF CONTENTS

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<S>               <C>                                                                                           <C>

Article I - DEFINITIONS..........................................................................................1

         1.1      "Accrued Benefit"..............................................................................1
         1.2      "Actual Contribution Percentage"...............................................................1
         1.3      "Actual Contribution Ratio"....................................................................1
         1.4      "Actual Deferral Percentage"...................................................................2
         1.5      "Actual Deferral Ratio"........................................................................2
         1.6      "Affiliated Entity"............................................................................2
         1.7      "After-Tax Deposits"...........................................................................2
         1.8      "After-Tax Deposits Account"...................................................................2
         1.9      "Annual Addition"..............................................................................2
         1.10     "Before-Tax Deposits"..........................................................................2
         1.11     "Before-Tax Deposits Account"..................................................................2
         1.12     "Beneficiary"..................................................................................2
         1.13     "Benefits Committee"...........................................................................3
         1.14     "Board of Directors"...........................................................................3
         1.15     "Break in Service".............................................................................3
         1.16     "CGU"..........................................................................................3
         1.17     "Code".........................................................................................3
         1.18     "Commercial Union Plan"........................................................................3
         1.19     "Company"......................................................................................3
         1.20     "Company Matching Account".....................................................................3
         1.21     "Company Matching Contributions"...............................................................3
         1.22     "Computation Period"...........................................................................3
         1.23     "Contribution Amounts".........................................................................3
         1.24     "Covered Employee".............................................................................4
         1.25     "Defined Contribution Dollar Limitation".......................................................4
         1.26     "Early Retirement Date"........................................................................4
         1.27     "Elapsed Time Transition Date".................................................................4
         1.28     "Elapsed Time Transition Period"...............................................................4
         1.29     "Eligible Member"..............................................................................4
         1.30     "Employee".....................................................................................4
         1.31     "Employment Date"..............................................................................4
         1.32     "ERISA"........................................................................................4
         1.33     "Excess Aggregate Contributions"...............................................................4
         1.34     "Excess Contributions".........................................................................5
         1.35     "Excess Deferral Amount".......................................................................5
         1.36     "Forfeitures"..................................................................................5
         1.37     "Highly Compensated Employee"..................................................................5
         1.38     "Hour of Service"..............................................................................6


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         1.39     "Investment Funds".............................................................................6
         1.40     "Leased Employee"..............................................................................7
         1.41     "Limitation Compensation"......................................................................7
         1.42     "Limitation Year"..............................................................................7
         1.43     "Member".......................................................................................7
         1.44     "Member's Account or Accounts".................................................................7
         1.45     "Non-Highly Compensated Employee"..............................................................7
         1.46     "Normal Retirement Age"........................................................................7
         1.47     "Normal Retirement Date".......................................................................7
         1.48     "Parental Absence".............................................................................7
         1.49     "Pension Plan".................................................................................7
         1.50     "Period of Service"............................................................................7
         1.51     "Period of Severance"..........................................................................8
         1.52     "Plan".........................................................................................8
         1.53     "Plan Year"....................................................................................8
         1.54     "Postponed Retirement Date"....................................................................8
         1.55     "Reemployment Date"............................................................................8
         1.56     "Required Beginning Date"......................................................................8
         1.57     "Rollover Account".............................................................................9
         1.58     "Salary".......................................................................................9
         1.59     "Severance from Service Date"..................................................................9
         1.60     "Spouse".......................................................................................9
         1.61     "Testing Compensation".........................................................................9
         1.62     "Total Compensation"...........................................................................9
         1.63     "Total Disability"............................................................................10
         1.64     "Transfer Account"............................................................................10
         1.65     "Trust Agreement".............................................................................10
         1.66     "Trust Fund"..................................................................................10
         1.67     "Trustee".....................................................................................10
         1.68     "Valuation Date"..............................................................................10
         1.69     "Vested Interest".............................................................................10
         1.70     "Year of Eligibility Service".................................................................10
         1.71     "Year of Vesting Service".....................................................................11

Article II - ELIGIBILITY AND PARTICIPATION......................................................................14
         2.1      Eligibility...................................................................................14
         2.2      Application to Make Deposits..................................................................14
         2.3      Rehired Employees.............................................................................14
         2.4      Leased Employees..............................................................................15

Article III - CONTRIBUTIONS AND CREDITS TO MEMBER'S ACCOUNTS....................................................15
         3.1      Amount of Before-Tax Deposits.................................................................15
         3.2      Amount of After-Tax Deposits..................................................................15
         3.3      Company Matching Contributions................................................................15
         3.4      Limitation on Before-Tax Deposits.............................................................16
         3.5      Limitations on After-Tax Deposits and Company Matching Contributions..........................18


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         3.6      Election to Use Current Plan Year.............................................................20
         3.7      Distribution of Excess Deferral Amounts.......................................................20
         3.8      Distribution of Excess Contributions..........................................................21
         3.9      Forfeiture or Distribution of Excess Aggregate Contributions..................................22
         3.10     Benefits Committee Alternatives...............................................................23
         3.11     Change in Amount of Member Deposits...........................................................23
         3.12     Discontinuance of Member Deposits.............................................................23
         3.13     Resumption of Member Deposits.................................................................23
         3.14     Limitation on Annual Additions to Member's Accounts...........................................23
         3.15     Return of Contributions.......................................................................25
         3.16     Paid Leave of Absence.........................................................................26
         3.17     Rollovers.....................................................................................26
         3.18     Plan-to-Plan Transfers........................................................................26
         3.19     Vesting and Distribution of Rollover Account and Transfer Account.............................26

Article IV - VALUATION AND INVESTMENT OF MEMBER'S ACCOUNTS......................................................27
         4.1      Investment of Account Balance.................................................................27
         4.2      Description of Funds..........................................................................27
         4.3      Reinvestment..................................................................................27
         4.4      Investment Fund Designations..................................................................27
         4.5      Valuation of Investment Funds.................................................................27
         4.6      Valuation of Member's Account in Investment Funds.............................................28

Article V - ELIGIBILITY FOR BENEFIT.............................................................................28
         5.1      Normal Retirement Benefits....................................................................28
         5.2      Postponed Retirement Benefits.................................................................28
         5.3      Early Retirement Benefits.....................................................................28
         5.4      Disability Benefits...........................................................................28
         5.5      Termination Benefits..........................................................................28
         5.6      Reemployment..................................................................................29

Article VI - DEATH BENEFITS.....................................................................................31
         6.1      Designation of Beneficiary and Form of Payment of Death Benefit...............................31
         6.2      Requirements for Spouse's Consent.............................................................31
         6.3      Payments of Benefits..........................................................................31

Article VII - VESTING 33
         7.1      Vested Interest in Member Deposits............................................................32
         7.2      Vested Interest in Company Matching Contributions.............................................32
         7.3      Forfeitures...................................................................................32
         7.4      No Divestment for Cause.......................................................................33
Article VIII - PAYMENT OF BENEFITS..............................................................................33
         8.1      Method of Payment.............................................................................33
         8.2      Reinvestment and Valuation of Accounts........................................................33
         8.3      Entitlement to Benefits.......................................................................34
         8.4      Requirements Concerning Distributions.........................................................34


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         8.5      Direct Rollovers of Eligible Rollover Distributions Made from This Plan.......................36
         8.6      Member's Consent to Distribution of Benefits..................................................37

Article IX - WITHDRAWALS........................................................................................38
         9.1      General Rules for All Withdrawals.............................................................38
         9.2      Withdrawals of Other Than Before-Tax Deposits.................................................38
         9.3      Withdrawals of Before-Tax Deposits............................................................39

Article X - LOANS...............................................................................................41
         10.1     Purpose.......................................................................................41
         10.2     Amount........................................................................................41
         10.3     Interest......................................................................................41
         10.4     Ordering Rules................................................................................42
         10.5     Term..........................................................................................42
         10.6     Repayment.....................................................................................42
         10.7     Security......................................................................................42
         10.8     Default.......................................................................................43
         10.9     Administration................................................................................44

Article XI - ADMINISTRATION.....................................................................................44
         11.1     Benefits Committee............................................................................44
         11.2     Quorum........................................................................................44
         11.3     Administrative Rules..........................................................................45
         11.4     Authority and Administrative and Professional Assistance......................................45
         11.5     Decision of Benefits Committee................................................................45
         11.6     Accounting....................................................................................45
         11.7     Claims Procedure..............................................................................45
         11.8     Plan Records..................................................................................47
         11.9     Funding Policy................................................................................47
         11.10    Compensation..................................................................................47
         11.11    Liability of Members of the Committee.........................................................47

Article XII - TRUST FUND........................................................................................48
         12.1     Trust Agreement...............................................................................48
         12.2     Exclusive Benefit Rule........................................................................48


Article XIII - AMENDMENTS, DISCONTINUANCE, AND TERMINATION......................................................48
         13.1     Amendment.....................................................................................48
         13.2     Power of Discontinuance and Termination.......................................................49
         13.3     Liabilities...................................................................................49
         13.4     Merger, Consolidation, or Transfer............................................................50

Article XIV - TOP-HEAVY PROVISIONS..............................................................................50
         14.1     Top-Heavy Definitions.........................................................................50
         14.2     Top-Heavy Rules...............................................................................52

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Article XV - RELATING TO THE PARTICIPATING EMPLOYERS............................................................53
         15.1     Action by Board of Directors..................................................................53
         15.2     Participating Employers.......................................................................53

Article XVI - MERGER OF COMMERCIAL UNION PLAN; SPECIAL PROVISIONS REGARDING CNA PLAN............................53
         16.1     Merger of Plans...............................................................................53
         16.2     Transfer of Commercial Union Plan Accounts....................................................53
         16.3     Transfer of CNA Plan Amounts..................................................................54
         16.4     Vesting in CNA Subaccounts....................................................................54
         16.5     Optional Methods of Payment for CNA Subaccounts...............................................55
         16.6     Qualified Retirement Annuity..................................................................55
         16.7     Qualified Preretirement Survivor Annuity......................................................58
         16.8     Compliance Amendments.........................................................................60

Article XVII - MISCELLANEOUS....................................................................................60
         17.1     Company Notification..........................................................................60
         17.2     No Employment Rights..........................................................................60
         17.3     No Assignment or Alienation...................................................................60
         17.4     Military Service..............................................................................60
         17.5     Titles........................................................................................60
         17.6     Gender and Number.............................................................................61
         17.7     Facility of Payment...........................................................................61
         17.8     Former Employees..............................................................................61
         17.9     Expenses......................................................................................61
         17.10    Governing Law.................................................................................61
         17.11    Unclaimed Benefits............................................................................61
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                                CGU SAVINGS PLAN

               (As Amended and Restated Effective January 1, 1999)


                                    PREAMBLE


WHEREAS, General Accident Insurance Company of America ("General Accident")
adopted the Employees' Savings Plan of General Accident Insurance Company of
America (the "Plan") effective April 1, 1978; and

WHEREAS, General Accident amended and restated the Plan effective January 1,
1989, in order to comply with the Tax Reform Act of 1986 and other changes in
applicable law and to make certain other changes, and subsequently amended
the Plan from time to time, most recently by an Amendment No. 5, effective
January 1, 1998; and

WHEREAS, Commercial Union Insurance Company ("Commercial Union"), an
affiliate of General Accident, maintained the Employees' Savings Plan of the
Commercial Union Insurance Companies (the "Commercial Union Plan") which also
provided that contributions for the benefit of members of the Commercial
Union Plan be held, in trust, by a trustee;

WHEREAS, CGU plc (the ultimate foreign parent of Commercial Union) acquired
the common stock of General Accident plc (the ultimate foreign parent of
General Accident), effective June 2, 1998;

WHEREAS, Commercial Union Corporation, the immediate parent of Commercial
Union, acquired General Accident effective December 31, 1998;

WHEREAS, Commercial Union and General Accident merged the Commercial Union
Plan with and into the General Accident Plan, with General Accident as plan
sponsor, and renamed the merged Plan the "CGU Savings Plan" (the "Plan")
effective January 1, 1999;

WHEREAS, General Accident was renamed "CGU Insurance Company" ("CGU")
effective August 25, 1999; and

WHEREAS, CGU desires to amend and restate the merged Plan effective January
1, 1999, in order to reflect the merger of the Commercial Union Plan with and
into the Plan; to comply with the Small Business Job Protection Act of 1996,
the Taxpayer Relief Act of 1997, and other recent laws and regulations; and
to make certain other changes;

NOW, THEREFORE, effective January 1, 1999, except as otherwise specifically
provided, the Plan is hereby amended and restated as follows:

                                   Article I
                                   DEFINITIONS

In this Plan, unless a different meaning is plainly required by the context, the
following words and phrases, as used herein, shall have the following meanings:

         .1 "ACCRUED BENEFIT" -- The amount credited to a Member's Account under
the Plan.

         .2 "ACTUAL CONTRIBUTION PERCENTAGE" -- Effective January 1, 1997, the
average (expressed as a percentage) of the Actual Contribution Ratios of the
Eligible Members in a group. The Actual Contribution Percentage shall be
calculated to the nearest 1/100 of one percent.

         .3 "ACTUAL CONTRIBUTION RATIO" -- Effective January 1, 1997, the ratio
(expressed as a percentage) of the sum of the Contribution Amounts under the
Plan on behalf of the Eligible Member for the Plan Year to the Eligible Member's
Testing Compensation for the Plan Year. An Eligible Member's Actual Contribution
Ratio shall be calculated to the nearest 1/100 of one percent.


<PAGE>

         .4 "ACTUAL DEFERRAL PERCENTAGE" -- Effective January 1, 1997, the
average (expressed as a percentage) of the Actual Deferral Ratios of the
Eligible Members in a group. The Actual Deferral Percentage shall be calculated
to the nearest 1/100 of one percent.

         .5 "ACTUAL DEFERRAL RATIO" -- Effective January 1, 1997, the ratio
(expressed as a percentage) of Before-Tax Deposits on behalf of an Eligible
Member for the Plan Year to the Eligible Member's Testing Compensation for the
Plan Year. An Eligible Member's Actual Deferral Ratio shall be calculated to the
nearest 1/100 of one percent.

         .6 "AFFILIATED ENTITY" -- The Company and any corporation which is a
member of a controlled group of corporations (as defined in section 414(b) of
the Code) which includes the Company; any trade or business (whether or not
incorporated) which is under common control (as defined in section 414(c) of the
Code) with the Company; any organization (whether or not incorporated) which is
a member of an affiliated service group (as defined in section 414(m) of the
Code) which includes the Company; and any other entity required to be aggregated
with the Company pursuant to regulations under section 414(o) of the Code. For
purposes of applying sections 414(b) and 414(c) of the Code to the limitations
set forth in Section 3.14, the phrase "more than 50 percent" shall be
substituted for the phrase "at least 80 percent" each place it appears in
section 1563(a)(1) of the Code.

         .7 "AFTER-TAX DEPOSITS" -- The deposits made by the Member in
accordance with Section 3.2. After-Tax Deposits are not excludable from the
Member's wages for Federal income tax purposes.

         .8 "AFTER-TAX DEPOSITS ACCOUNT" -- The account established for the
portion of a Member's Account attributable to his After-Tax Deposits. Separate
accounting shall be maintained for After-Tax Deposits made prior to January 1,
1987, and After-Tax Deposits made on or after January 1, 1987.

         .9 "ANNUAL ADDITION" -- The amount allocated to a Member's Account for
a Limitation Year that consists of the sum of: (i) Company Matching
Contributions, (ii) Before-Tax Deposits (other than Excess Deferral Amounts
distributed in accordance with Section 3.7), (iii) After-Tax Deposits, (iv)
Forfeitures, and (v) amounts described in sections 415(l)(1) and 419A(d)(2) of
the Code.

         .10 "BEFORE-TAX DEPOSITS" -- Those deposits authorized by a Member in
accordance with Section 3.1. Before-Tax Deposits shall be subject to the
limitations described in Section 3.4.

         .11 "BEFORE-TAX DEPOSITS ACCOUNT" -- The account established for the
portion of a Member's Account attributable to his Before-Tax Deposits.

         .12 "BENEFICIARY" -- The person or persons or legal entity or entities
designated by the Member to receive benefits payable under the Plan after the
Member's death, or the personal or legal representative of a deceased Member. If
no Beneficiary is designated by the

                                      -2-

<PAGE>

Member or if no Beneficiary survives the Member, the Beneficiary shall be the
Member's Spouse if the Member has a surviving Spouse; otherwise the Beneficiary
shall be the Member's estate.

         .13 "BENEFITS COMMITTEE" -- A committee appointed to administer the
Plan pursuant to Article XI.

         .14 "BOARD OF DIRECTORS" -- The Board of Directors of CGU.

         .15 "BREAK IN SERVICE" -- A Computation Period during which the
Employee does not complete more than 500 Hours of Service.

         .16 "CGU" -- CGU Insurance Company (known as General Accident Insurance
Company of America prior to August 25, 1999).

         .17 "CODE" -- The Internal Revenue Code of 1986, as amended.

         .18 "COMMERCIAL UNION PLAN" -- The Employee Savings Plan of the
Commercial Union Insurance Companies, as in effect prior to January 1, 1999.

         .19 "COMPANY" -- CGU and any Affiliated Entities which have adopted the
Plan.

         .20 "COMPANY MATCHING ACCOUNT" -- The account established for the
portion of a Member's Account attributable to Company Matching Contributions.

         .21 "COMPANY MATCHING CONTRIBUTIONS" -- Those contributions made by the
Company pursuant to Section 3.3.

         .22 "COMPUTATION PERIOD" -- A 12-month period beginning on an
Employee's Employment or Reemployment Commencement Date or any anniversary
thereof.

         .23 "CONTRIBUTION AMOUNTS" -- Effective January 1, 1997, the sum of the
following contributions made with respect to an Eligible Member in a Plan Year:

                  (a) After-Tax Deposits; plus

                  (b) Company Matching Contributions (other than those forfeited
         under Section 3.7(a) or Section 3.8(a)).

         .24 "COVERED EMPLOYEE" -- An Employee of the Company except for:

                  (a) A summer intern;

                  (b) A co-op associate;

                                      -3-
<PAGE>

                  (c) Any Employee who is a member of a collective bargaining
         unit, unless the members of the unit are eligible to become Members of
         the Plan pursuant to the terms of the unit's collective bargaining
         agreement with the Company;

                  (d) A Leased Employee; or

                  (e) Any person who is classified as an independent contractor
         or leased employee by the Company.

         .25 "DEFINED CONTRIBUTION DOLLAR LIMITATION" -- $30,000 or, if greater,
1/4 of the defined benefit dollar limitation set forth in section 415(b)(1) of
the Code as in effect for the Limitation Year.

         .26 "EARLY RETIREMENT DATE" -- The first day of the month coincident
with or next following the Member's attainment of age 55 with 10 Years of
Vesting Service.

         .27 "ELAPSED TIME TRANSITION DATE" -- The date on and after which the
Employee's Years of Eligibility Service and Years of Vesting Service are
measured using the elapsed time method, which shall be the first day of his
Elapsed Time Transition Period; provided, however, that if the Employee
completes 1,000 Hours of Service during his Elapsed Time Transition Period and
before December 31, 1998, so that he is credited with a Year of Eligibility
Service under Section 1.70(a)(2) and a Year of Vesting Service under Section
1.71(a)(3), his Elapsed Time Transition Date shall be the first day after his
Elapsed Time Transition Period.

         .28 "ELAPSED TIME TRANSITION PERIOD" -- The Employee's Computation
Period which begins in 1998.

         .29 "ELIGIBLE MEMBER" -- An Employee who is otherwise authorized under
the terms of the Plan to have Before-Tax Deposits, After-Tax Deposits, or
Company Matching Contributions allocated to his Member's Account for the Plan
Year.

         .30 "EMPLOYEE" -- Anyone employed by the Company or any other
Affiliated Entity, and any Leased Employee. "Employee" does not include any
independent contractor on a retainer or anyone serving solely as a director of
the Company.

         .31 "EMPLOYMENT DATE" -- The date on which an Employee completes his
first Hour of Service.

         .32 "ERISA" -- The Employee Retirement Income Security Act of 1974, as
amended.

         .33 "EXCESS AGGREGATE CONTRIBUTIONS" -- Effective January 1, 1997, the
excess, for a Plan Year, of:


                                      -4-
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                  (a) the aggregate Contribution Amounts of Highly Compensated
         Employees for such Plan Year; over

                  (b) the maximum amount of such Contribution Amounts permitted
         by the Actual Contribution Percentage test under Section 3.5
         (determined by reducing contributions made by or on behalf of Highly
         Compensated Employees in order of their Actual Contribution Ratios,
         beginning with the highest of such Ratios).

         .34 "EXCESS CONTRIBUTIONS" -- Effective January 1, 1997, the excess,
for a Plan Year, of:

                  (a) the aggregate Before-Tax Contributions on behalf of Highly
         Compensated Employees for such Plan Year; over

                  (b) the maximum amount of Before-Tax Contributions permitted
         by the Actual Deferral Percentage test under Section 3.4 (determined by
         reducing contributions made on behalf of Highly Compensated Employees
         in order of their Actual Deferral Ratios, beginning with the highest of
         such Ratios).

         .35 "EXCESS DEFERRAL AMOUNT" -- The amount of Before-Tax Deposits for a
calendar year that the Member allocates to this Plan pursuant to the claims
procedure set forth in Section 3.7(b).

         .36 "FORFEITURES" -- The nonvested portion of the Company Matching
Account that the Member is not entitled to upon termination of employment.

         .37 "HIGHLY COMPENSATED EMPLOYEE" --

                  (a) Effective January 1, 1997, an Employee is a Highly
         Compensated Employee for a Plan Year if he:

                           (1) was a "5-percent owner" (as defined in section
                  416(i) of the Code) of an Affiliated Entity at any time during
                  the Determination Year or the Look-Back Year; or

                           (2) received Total Compensation from the Affiliated
                  Entities in excess of $80,000 (as adjusted by the Secretary of
                  the Treasury in accordance with section 414(q)(1) of the Code)
                  during the Look-Back Year, and, if the Benefits Committee or
                  its appointed representative so elects for any Determination
                  Year, was in the Top-Paid Group of Employees for the Look-Back
                  Year. The determination of who is a Highly Compensated
                  Employee shall be made in accordance with section 414(q) of
                  the Code and the regulations issued thereunder.

                  (b) The following definitions apply when making the
         determination of who is a highly compensated employee:

                                      -5-
<PAGE>

                           (1) "DETERMINATION YEAR" means the Plan Year for
                  which a determination of which Employees are Highly
                  Compensated Employees is being made.

                           (2) "LOOK-BACK YEAR" means the 12-month period
                  immediately preceding the Determination Year.

                           (3) TOP-PAID GROUP. An Employee is in the "Top-Paid
                  Group" of Employees for any Look-Back Year if such Employee is
                  in the group consisting of the top 20 percent of the Employees
                  when ranked on the basis of Total Compensation from the
                  Affiliated Entities paid during such Look-Back Year. For
                  purposes of determining the number of Employees in the
                  "Top-Paid Group," Employees described in section 414(q)(5) of
                  the Code and Q&A-9(b) of Treas. Reg.ss.1.414(q)-1 and Treas.
                  Reg.ss.1.414(q)-1T shall be excluded.

         .38      "HOUR OF SERVICE" -- An hour:

                  (a) for which an Employee is paid or entitled to payment for
         the performance of employment duties for an Affiliated Entity;

                  (b) for which back pay is either awarded or agreed to by an
         Affiliated Entity; or

                  (c) for which an Employee is paid or entitled to payment by an
         Affiliated Entity other than for the performance of employment duties,
         but excluding periods during which payment is made or due solely for
         the purpose of complying with applicable workers' compensation,
         unemployment compensation, or disability insurance laws.

An Hour of Service shall not be credited where an Employee is reimbursed solely
for medical or medically related expenses. Hours of Service shall be credited in
accordance with the rules set forth in 29 CFR ss.ss. 2530.200b-2(b) and (c).

An Employee shall be credited with 190 Hours of Service for each month in which
one Hour of Service is performed.

Hours of Service shall be credited for any individual considered to be a
Leased Employee.

If an Employee has a Parental Absence which begins on or after January 1, 1985,
the Employee shall be credited, solely for purposes of avoiding a Break in
Service, with sufficient Hours of Service to avoid a Break in Service in the
applicable 12-month period in which the Parental Absence begins; or, if the
Employee already has sufficient Hours of Service to avoid a Break in Service in
that period, the Employee shall be credited, solely for purposes of avoiding a
Break in Service, with sufficient Hours of Service to avoid a Break in Service
in the applicable 12-month period immediately following the one in which the
Parental Absence begins. Hours of Service during such Parental Absence shall be
credited in an amount equal to the Hours of Service the Employee would have had
but for such Parental Absence.

Effective August 5, 1993, notwithstanding any other provision of the Plan to the
contrary, service shall be credited during a leave of absence to the extent
required by the Family and Medical Leave Act of 1993 to prevent a Break in
Service.

         .39 "INVESTMENT FUNDS" -- The funds made available by the Benefits
Committee or its appointed representative under the Trust Fund, as provided in
Section 4.2.

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         .40 "LEASED EMPLOYEE" -- A leased employee of the Affiliated Entities
within the meaning of section 414(n)(2) of the Code. Notwithstanding the
foregoing, if all such leased employees constitute less than 20 percent of the
nonhighly compensated work force (within the meaning of section 414(n)(5)(C)(ii)
of the Code) of the Affiliated Entities, the term "Leased Employee" shall not
include any leased employee covered by a plan described in section 414(n)(5) of
the Code.

         .41 "LIMITATION COMPENSATION" -- Effective January 1, 1998, a Member's
Total Compensation for a Limitation Year.

         .42 "LIMITATION YEAR" -- The Plan Year.

         .43 "MEMBER" -- A Covered Employee participating in the Plan, or a
former Employee with an undistributed Vested Interest.

         .44 "MEMBER'S ACCOUNT OR ACCOUNTS" -- As of any applicable date, the
aggregate of a Member's After-Tax Deposits Account, Before-Tax Deposits Account,
Company Matching Account, Rollover Account, and Transfer Account.

         .45 "NON-HIGHLY COMPENSATED EMPLOYEE" -- Effective January 1, 1997, an
Employee who is not a Highly Compensated Employee.

         .46 "NORMAL RETIREMENT AGE" -- Age 65.

         .47 "NORMAL RETIREMENT DATE" -- The first day of the month coincident
with or next following a Member's attainment of Normal Retirement Age.

         .48 "PARENTAL ABSENCE" -- An absence from work (i) by reason of the
pregnancy of the Employee, (ii) by reason of the birth of a child of the
Employee, (iii) by reason of the placement of a child with the Employee in
connection with the adoption of such child by such Employee, or (iv) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

         .49 "PENSION PLAN" -- The CGU Pension Plan, as amended from time to
time.

         .50 "PERIOD OF SERVICE" -- A period commencing on an Employee's
Employment or Reemployment Date (or, if later, on the Employee's Elapsed Time
Transition Date) and ending on the Employee's Severance from Service Date. All
of an Employee's Periods of Service shall be aggregated, except as otherwise
provided in Sections 2.3 and 5.6(b).

The following Periods of Severance shall also be taken into account as Periods
of Service, provided that no period prior to the Employee's Elapsed Time
Transition Date shall be treated as a Period of Service:

                  (a) If an Employee severs from service by reason of a quit,
         discharge, or retirement and the Employee then performs an Hour of
         Service as defined in Section

                                      -7-

<PAGE>

         1.38(a) within 12 months of his Severance from Service Date, such
         Period of Severance shall be taken into account; and

                  (b) If an Employee severs from service by reason of a quit,
         discharge, or retirement during an absence from service of 12 months or
         less for any reason other than a quit, discharge, or retirement, and
         then performs an Hour of Service as defined in Section 1.38(a) within
         12 months of the date on which the Employee was first absent from
         service, such Period of Severance shall be taken into account.

         .51 "PERIOD OF SEVERANCE" -- The period commencing on an Employee's
Severance from Service Date and ending on the date on which the Employee again
performs an Hour of Service as defined in Section 1.38(a); provided, however,
that if an Employee completes at least 500 Hours of Service during his Elapsed
Time Transition Period (disregarding any Hours of Service after December 31,
1998) or any earlier Computation Period, his Period of Severance shall not begin
until the first day after such Period.

Notwithstanding the foregoing, in the case of an Employee who is absent from
work for a Parental Absence, the Period of Severance shall begin on the second
anniversary of the first date on which the Employee was absent for such reason.
The period between the first and second anniversaries of the first date of such
absence is neither a Period of Service nor a Period of Severance.

Notwithstanding any other provision of the Plan to the contrary, service shall
be credited during a leave of absence to the extent required by the Family and
Medical Leave Act of 1993 to prevent a Period of Severance.
For purposes of measuring the length of an Employee's Period of Severance, any
Breaks in Service prior to an Employee's Elapsed Time Transition Period shall be
treated as a Period of Severance.

         .52 "PLAN" -- The CGU Savings Plan (formerly the Employees' Savings
Plan of General Accident Insurance Company of America), a profit-sharing plan
under section 401(a)(27) of the Code, as set forth in this document and as it
may be amended from time to time.

         .53 "PLAN YEAR" -- Each 12-consecutive-month period commencing on
January 1 and ending on December 31.

         .54 "POSTPONED RETIREMENT DATE" -- The first day of any calendar month
after a Member's Normal Retirement Date and coinciding with or first following
his actual retirement from the Company and all other Affiliated Entities.

         .55 "REEMPLOYMENT DATE" -- The date on which an Employee completes his
first Hour of Service following his most recent Period of Severance.

         .56 "REQUIRED BEGINNING DATE" -- Effective January 1, 1997, April 1 of
the calendar year following the calendar year in which the later of retirement
or attainment of age 70 1/2 occurs; provided, however, that if the Member is a
"5-percent owner" as defined in section 416 of the Code, his Required Beginning
Date shall be April 1 of the calendar year following the calendar year in which
the Member attains age 70 1/2, regardless of whether the Member has terminated
employment.

                                      -8-

<PAGE>

         .57 "ROLLOVER ACCOUNT" -- The account established for the portion of a
Member's Account attributable to a rollover amount described in Section 3.17.

         .58 "SALARY" -- The sum of:

                  (a) the base compensation paid to the Member by the Company
         during the Plan Year, excluding overtime pay, bonuses, deferred
         compensation, or other types of extra compensation, or any Company
         payments for group insurance, public or private employee welfare
         benefits, or Company contributions to a pension or profit-sharing plan;
         plus

                  (b) the Member's Before-Tax Deposits for the Plan Year; plus

                  (c) contributions made on behalf of the Member by the Company
         for the Plan Year to a cafeteria plan maintained pursuant to section
         125(c) of the Code, if such contributions are made by salary reduction
         pursuant to the Member's election.

Notwithstanding the foregoing, the annual Salary of each Member taken into
account for any Plan Year for determining all benefits provided under the Plan
shall not exceed $150,000, as adjusted by the Commissioner of Internal Revenue
for increases in the cost of living pursuant to section 401(a)(17)(B) of the
Code.

         .59 "SEVERANCE FROM SERVICE DATE" -- The earlier of:

                  (a) the date on which an Employee quits, retires, is
         discharged, or dies; or

                  (b) the first anniversary of the first date of a period in
         which an Employee remains absent from service with or without pay for
         any reason other than a quit, retirement, discharge, or death.

         .60 "SPOUSE" -- The spouse or surviving spouse of a Member, provided
that a former spouse shall be treated as the spouse or surviving spouse to the
extent provided under a qualified domestic relations order (as defined in
section 414(p) of the Code).

         .61 "TESTING COMPENSATION" -- Effective January 1, 1994, Total
Compensation received while an Eligible Member; provided, however, that the
annual Testing Compensation of each Member taken into account for any Plan Year
for determining all benefits provided under the Plan shall not exceed $150,000,
as adjusted by the Commissioner of Internal Revenue for increases in the cost of
living pursuant to section 401(a)(17)(B) of the Code. The cost-of-living
adjustment in effect for a calendar year shall apply to any period, not
exceeding 12 months, beginning in such calendar year over which Testing
Compensation is determined (the "determination period").

         .62 "TOTAL COMPENSATION" -- Effective January 1, 1989, the amount
reported by the Company in the "Wages, Tips, Other Compensation" box of the
Member's Form W-2 (Wage and Tax Statement) or any successor thereto. Such amount
is described in more detail as

                                       -9-
<PAGE>

follows: the sum of (i) a Member's wages within the meaning of section 3401(a)
of the Code, plus (ii) all other payments to the Member by the Company (in the
course of the Company's trade or business), in both cases for which the Company
is required to furnish the Member a written statement under section 6041(d),
6051(a)(3), or 6052 of the Code. However, notwithstanding the foregoing, a
Member's Total Compensation shall not include amounts paid or reimbursed by the
Company for moving expenses incurred by the Member, to the extent that at the
time of the payment it is reasonable to believe that these amounts are
deductible by the Member under section 217 of the Code. A Member's Total
Compensation shall be determined without regard to any rules under section
3401(a) of the Code that limit the remuneration included in wages based on the
nature or location of the employment or the services performed.

"Total Compensation" shall also include contributions made by the Company on
behalf of the Member, by salary reduction pursuant to the Member's election, (i)
to an arrangement described in section 401(k) of the Code, or (ii) to a
"cafeteria plan" (as defined in section 125(d) of the Code).

         .63 "TOTAL DISABILITY" -- A physical or mental disability of such
severity and probable duration as to render the Member unable to perform the
duties of his job or of any job with the Company for which he is suited by
reason of training, education, or experience, such disability to be determined
by the Benefits Committee or its appointed representative on medical evidence.

         .64 "TRANSFER ACCOUNT" -- The account established for the portion of a
Member's Account attributable to a transfer amount described in Section 3.18.

         .65 "TRUST AGREEMENT" -- The agreement entered into between the Company
and the Trustee to continue a trust to carry out the purposes of the Plan.

         .66 "TRUST FUND" -- The assets held in trust for Plan purposes under
the Trust Agreement, including those invested in group annuity or insurance
contracts.

         .67 "TRUSTEE" -- The Trustee appointed under the Trust Agreement.

         .68 "VALUATION DATE" -- Each business day of the Plan Year.

         .69 "VESTED INTEREST" -- The portion of a Member's Account which is or
has become nonforfeitable under Article VII.

         .70 "YEAR OF ELIGIBILITY SERVICE"

                  (a) GENERAL RULES

                           (1) PRIOR TO ELAPSED TIME TRANSITION PERIOD. An
                  Employee shall be credited with a Year of Eligibility Service
                  for each Computation Period which begins before his Elapsed
                  Time Transition Period during which he completes at least
                  1,000 Hours of Service.

                                      -10-
<PAGE>

                           (2) ELAPSED TIME TRANSITION PERIOD. An Employee shall
                  be credited with a Year of Eligibility Service for his Elapsed
                  Time Transition Period if he completes at least 1,000 Hours of
                  Service during such Period, disregarding any Hours of Service
                  completed after December 31, 1998.

                           (3) AFTER ELAPSED TIME TRANSITION DATE. An Employee
                  shall receive credit for a Year of Eligibility Service for
                  each 12-month Period of Service on and after his Elapsed Time
                  Transition Date. If the Employee has more than one Period of
                  Service, such periods shall be aggregated, except as otherwise
                  provided in Section 2.3. Any fraction of a Year of Eligibility
                  Service resulting after such aggregation shall be disregarded.

                  (b) SPECIAL RULES

                           (1) FOR OREGON AUTO AND NORTH PACIFIC EMPLOYEES. The
                  individuals described in Section 1.71(b)(3) (relating to
                  certain "OAIC" and "North Pacific" employees) shall receive
                  credit for eligibility for their service with OAIC or North
                  Pacific as though such service had been service with the
                  Company.

                           (2) FOR SILVEY AND ROYAL EMPLOYEES. The individuals
                  described in Section 1.71(b)(4) (relating to certain "Silvey"
                  and "Royal" employees) shall receive credit for eligibility
                  for their service with Silvey or its subsidiaries or with
                  Royal (but, in the case of Royal, only while Royal and Silvey
                  were members of the same "controlled group of corporations,"
                  within the meaning of section 414(b) of the Code) as though
                  such service had been service with the Company.

                           (3) FOR HAWKEYE, WESTERN STATES, AND UNITED SECURITY
                  EMPLOYEES. The individuals described in Section 1.71(b)(5)
                  (relating to certain "Hawkeye," "Western States," and "United
                  Security" employees) shall receive credit for eligibility for
                  their service with Hawkeye, Western States, or United Security
                  as though such service had been service with the Company.

                           (4) FOR COMMERCIAL UNION EMPLOYEES. The individuals
                  described in Section 1.71(b)(6) (relating to certain
                  "Commercial Union" employees) shall receive credit for
                  eligibility for their service with Commercial Union Insurance
                  Company and its affiliates as though such service had been
                  service with the Company; provided, however, that such an
                  individual's Years of Eligibility Service for periods prior to
                  January 1, 1999, shall in no event be less than his years of
                  service credited for eligibility purposes under the provisions
                  of the Commercial Union Plan in effect on December 31, 1998.

         .71 "YEAR OF VESTING SERVICE"

                  (a) GENERAL RULES



                                      -11-
<PAGE>

                           (1) PRIOR TO 1978. Any Employee eligible to enter the
                  Plan on April 1, 1978, shall be credited with whole Years of
                  Vesting Service for the period (consisting of years and any
                  fractional year of six months or more) of his continuous
                  employment before January 1, 1978. Employment shall be deemed
                  continuous where there is no break of more than a year.

                           (2) AFTER 1978 BUT PRIOR TO ELAPSED TIME TRANSITION
                  PERIOD. An Employee shall be credited with a Year of Vesting
                  Service for each Computation Period which begins on or after
                  January 1, 1978, but before his Elapsed Time Transition
                  Period, during which he completes at least 1,000 Hours of
                  Service.

                           (3) ELAPSED TIME TRANSITION PERIOD. An Employee shall
                  be credited with a Year of Vesting Service for his Elapsed
                  Time Transition Period if he completes at least 1,000 Hours of
                  Service during such Period, disregarding any Hours of Service
                  completed after December 31, 1998.

                           (4) AFTER ELAPSED TIME TRANSITION DATE. An Employee
                  shall receive credit for a Year of Vesting Service for each
                  12-month Period of Service on and after his Elapsed Time
                  Transition Date. If the Employee has more than one Period of
                  Service, such periods shall be aggregated, except as otherwise
                  provided in Section 5.6(b). Any fraction of a Year of Vesting
                  Service resulting after such aggregation shall be disregarded.

                  (b) SPECIAL RULES

                           (1) FOR A. PAULL EMPLOYEES. Any employee of the A.
                  Paull Branch who was eligible to enter the Plan on July 1,
                  1981, and who did so before October 1, 1981 shall be credited
                  with whole Years of Vesting Service (consisting of years and
                  any fractional year of six months or more) of his continuous
                  employment with A. Paull & Son, Inc. Employment shall be
                  deemed continuous where there is no break of more than a year
                  (but time during a break of less than a year shall not be
                  credited toward vesting service).

                  A. Paull & Son, Inc. employees who did not enter the Plan by
                  October 1, 1981 shall have their vesting service counted for
                  all years as described in subsection (a) above. "Employment
                  Date" shall mean the date on which such individuals became
                  Employees of the Company.

                           (2) FOR A.L. WILLIAMS EMPLOYEES. Employees of the
                  A.L. Williams Branch were eligible to enter the Plan on
                  September 1, 1983, provided they had completed one year of
                  service on or before August 31, 1983. Employees who enter
                  the Plan shall have their vesting service counted as
                  described in subsection (a) above. "Employment Date" shall
                  mean August 1, 1982, the date on which such individuals became
                  Employees of the Company.

                           (3) FOR OREGON AUTO AND NORTH PACIFIC EMPLOYEES.
                  Employees of Oregon Automobile Insurance Company ("OAIC") and
                  its wholly owned

                                      -12-
<PAGE>

                  subsidiary, North Pacific Insurance Company ("North
                  Pacific"), as of August 15, 1986, the date General Accident
                  Insurance Company of America purchased all of the issued and
                  outstanding stock of OAIC from Northwestern National
                  Insurance Company of Milwaukee, Wisconsin (a wholly owned
                  subsidiary of Armco Insurance Group, Inc.) shall receive
                  credit for vesting for their service with OAIC or North
                  Pacific as though such service had been service with the
                  Company.

                           (4) FOR SILVEY AND ROYAL EMPLOYEES. Employees of the
                  Silvey Corporation ("Silvey") or its subsidiaries, and those
                  employees of Royal Indemnity Company "on loan" to Silvey, who
                  became Employees as a result of General Accident Insurance
                  Company of America's purchase of all of the issued and
                  outstanding stock of Silvey Corporation from Royal Group, Inc.
                  in 1990 shall receive credit for vesting for their service
                  with Silvey or its subsidiaries or with Royal (but, in the
                  case of Royal, only while Royal and Silvey were members of the
                  same "controlled group of corporations," within the meaning of
                  section 414(b) of the Code) as though such service had been
                  service with the Company.

                           (5) FOR HAWKEYE, WESTERN STATES, AND UNITED SECURITY
                  EMPLOYEES. Employees of Hawkeye-Security Insurance Company
                  ("Hawkeye") or its subsidiaries - Western States Insurance
                  Company ("Western States") and United Security Insurance
                  Company ("United Security") - as of July 30, 1991, the date
                  General Accident Insurance Company of America purchased all of
                  the issued and outstanding common stock of Hawkeye (which in
                  turn owns all of the issued and outstanding common stock
                  (other than director's qualifying shares) of Western States
                  and United Security) from IB Holdings, Inc. (a wholly-owned
                  subsidiary of USLICO Corporation), shall receive credit for
                  vesting for their service with Hawkeye, Western States, or
                  United Security as though such service had been service with
                  the Company.

                           (6) FOR COMMERCIAL UNION EMPLOYEES. Employees who
                  were in covered employment under the Commercial Union Plan
                  prior to January 1, 1999, shall receive credit for vesting for
                  their service with Commercial Union Insurance Company and its
                  affiliates and for any service with a prior employer which was
                  counted for vesting purposes under the Commercial Union Plan
                  as of December 31, 1998 as though such service had been
                  service with the Company; provided, however, that such an
                  Employee's Years of Vesting Service for periods prior to
                  January 1, 1999, shall in no event be less than his years of
                  service credited for vesting purposes under the provisions of
                  the Commercial Union Plan in effect on December 31, 1998.

                                      -13-
<PAGE>

                                   Article II
                          ELIGIBILITY AND PARTICIPATION

         .1 ELIGIBILITY

                  (a) Any Covered Employee who was a Member of the Plan or the
         Commercial Union Plan on December 31, 1998 shall be a Member of the
         Plan on January 1, 1999, provided that he continues to be a Covered
         Employee.

                  (b) Each other Covered Employee shall become a Member of the
         Plan on the later of:

                           (1) January 1, 1999; or

                           (2) the first day of the payroll period following the
                  earlier of (i) the date he completes 90 days of service for an
                  Affiliated Entity, or (ii) the date he completes a Year of
                  Eligibility Service,

         provided he continues to be a Covered Employee on such date. If he is
         not a Covered Employee on such date, he shall become a Member on the
         first date on which he again becomes a Covered Employee.

         .2 APPLICATION TO MAKE DEPOSITS. A Covered Employee who has become a
Member under Section 2.1 may make written application on the form provided by
the Company to make deposits under the Plan. The application must:

                  (a) authorize regular payroll reduction deposits and indicate
         the amounts under Article III;

                  (b) make an Investment Fund designation under Section 4.4;

                  (c) designate Before-Tax and/or After-Tax Deposits (as
         permitted by the terms of the Plan);

                  (d) name a Beneficiary under Section 6.1; and

                  (e) agree to the terms of the Plan and Trust Agreement.

The Member's first deposit shall be made from the first payroll period beginning
at least 15 days after he applies to make deposits under the Plan.

The Benefits Committee or its appointed representative shall keep, for each
Member, a Member's Account showing his interest and other relevant data under
the Plan and in the Trust Fund. Each Member shall receive a written statement of
his Member's Account quarterly. In keeping these accounts, the Benefits
Committee or its appointed representative shall rely on the Trust Fund
valuations under the terms of the Plan and Trust Agreement.

         .3 REHIRED EMPLOYEES. If an Employee (whether or not he has become a
Member) who has no Vested Interest terminates employment and incurs a Period of
Severance, and if the length of the Period of Severance equals or exceeds the
greater of (i) the number of his Years of Eligibility Service prior to the
Period of Severance, or (ii) five, then, in the event he

                                      -14-
<PAGE>

returns to employment, he shall be treated as a new Employee for all purposes of
the Plan, except as otherwise specifically provided herein.

In all other cases where an Employee leaves the Company after becoming a Member
and is later rehired as a Covered Employee, he shall again become a Member when
rehired and may apply to make deposits under the Plan in accordance with Section
2.2.

In all other cases where an Employee leaves the Company before becoming a Member
and is later rehired as a Covered Employee, he shall become a Member under the
provisions of Section 2.1(b), counting his Years of Eligibility Service (if any)
completed before he left the Company.

         .4 LEASED EMPLOYEES. Notwithstanding any other provisions of the Plan,
for purposes of determining the number or identity of Highly Compensated
Employees and for purposes of the pension requirements of section 414(n)(3) of
the Code, the employees of the Company shall include Leased Employees. However,
a Leased Employee shall not become a Member of, or accrue benefits under, the
Plan.


                                  Article III

                            CONTRIBUTIONS AND CREDITS
                              TO MEMBER'S ACCOUNTS

         .1 AMOUNT OF BEFORE-TAX DEPOSITS. Each Member may direct the Company to
make Before-Tax Deposits on his behalf by notifying the Company in accordance
with Section 2.2 and authorizing the reduction of his Salary by any whole
percentage up to a maximum of 18 percent. The Member's Before-Tax Deposits shall
be subject to the limitations of Section 3.4. The Before-Tax Deposits shall be
credited to the Member's Before-Tax Deposits Account.

         .2 AMOUNT OF AFTER-TAX DEPOSITS. A Member may make After-Tax Deposits
subject to the limitations of Section 3.5. A Member's After-Tax Deposits shall
be in whole percentages not in excess of 18 percent of the Member's Salary, and
a Member's aggregate Before-Tax and After-Tax Deposits shall not exceed 18
percent of the Member's Salary. The After-Tax Deposits shall be credited to the
Member's After-Tax Deposits Account.

         .3 COMPANY MATCHING CONTRIBUTIONS

                  (a) The Company shall contribute to the Trust on behalf of
         each Member who has authorized Before-Tax and/or After-Tax Deposits
         under Section 3.1 and/or Section 3.2 an amount equal to 100 percent of
         the first two percent and 50 percent of the next four percent of such
         Deposits. The Company Matching Contributions shall be credited to the
         Member's Company Matching Account, and the total Company Matching
         Contributions on behalf of any Member for any Plan Year shall not
         exceed four percent of the Member's Salary for the Plan Year. Member
         deposits above six percent of Salary shall not be matched by the
         Company to any extent. Company Matching Contributions shall be subject
         to the limitations of Section 3.5. Company contributions made pursuant
         to this subsection shall be reduced by Forfeitures.

                                      -15-
<PAGE>

                  (b) The Company Matching Contributions for each Plan Year
         shall be paid to the Trustee no later than the due date (including
         extensions of time) for filing the Company's Federal income tax return
         for the taxable year coincident with the Plan Year.

         .4 LIMITATION ON BEFORE-TAX DEPOSITS. The following provisions shall
apply effective January 1, 1997.

                  (a) MAXIMUM AMOUNT OF BEFORE-TAX DEPOSITS. The amount of a
         Member's Before-Tax Deposits during any calendar year, when added to
         the "elective deferrals" (within the meaning of Treas. Reg.
         ss.1.402(g)-1(b)) on behalf of the Member under all other plans,
         contracts, or arrangements of the Company or any other Affiliated
         Entity, shall not exceed $7,000 (as adjusted pursuant to section
         402(g)(5) of the Code) ($10,000 for 1998).

                  (b) ACTUAL DEFERRAL PERCENTAGE. The Before-Tax Deposits of the
         Eligible Members shall meet at least one of the following two tests:

                           (1) The Actual Deferral Percentage for Eligible
                  Members who are Highly Compensated Employees for the Plan Year
                  shall not exceed the Actual Deferral Percentage for Eligible
                  Members who are Non-Highly Compensated Employees for the
                  preceding Plan Year multiplied by 1.25; or

                           (2) The Actual Deferral Percentage for Eligible
                  Members who are Highly Compensated Employees for the Plan Year
                  shall not exceed the Actual Deferral Percentage for Eligible
                  Members who are Non-Highly Compensated Employees for the
                  preceding Plan Year multiplied by two, provided that the
                  Actual Deferral Percentage for Eligible Members who are Highly
                  Compensated Employees for the Plan Year does not exceed the
                  Actual Deferral Percentage for Eligible Members who are
                  Non-Highly Compensated Employees for the preceding Plan Year
                  by more than two percentage points, or, in conjunction with
                  the Actual Contribution Percentage test under Section 3.5, by
                  such lesser amount as prescribed under Treas.
                  Reg.ss.1.401(m)-2 (regarding multiple use of the alternative
                  limitation) or any successor thereto. If multiple use of the
                  alternative limitation occurs, it shall be corrected under
                  either Section 3.8 or 3.9 (at the election of the Benefits
                  Committee or its appointed representative).

                  (c) SPECIAL RULES

                           (1) For purposes of this Section, the following
                  aggregation rules shall apply:

                                  (A) The Actual Deferral Ratio of any Eligible
                           Member who is a Highly Compensated Employee for the
                           Plan Year and who is eligible to make elective
                           deferrals under two or more plans or arrangements
                           described in section 401(k) of the Code that are
                           maintained

                                      -16-
<PAGE>

                           by the Company or another Affiliated Entity shall be
                           determined as if all such elective deferrals were
                           made under a single arrangement. However, plans or
                           arrangements that are not permitted to be aggregated
                           under Treas. Reg.ss.1.401(k)-1(b)(3) are not
                           aggregated for this purpose. If a Highly Compensated
                           Employee participates in two or more plans or
                           arrangements that must be aggregated under this
                           subparagraph but that have different plan years, his
                           Actual Deferral Ratio shall be calculated by treating
                           all plans or arrangements whose plan years end with
                           or within the same calendar year as a single plan or
                           arrangement.

                                  (B) If this Plan satisfies the requirements of
                           sections 401(k), 401(a)(4), or 410(b) (other than
                           section 410(b)(2)(A)(ii)) 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 only if aggregated with this Plan, then this
                           Section shall be applied by determining the Actual
                           Deferral Ratio of Eligible Members as if all such
                           plans were a single plan. Plans may be aggregated in
                           order to satisfy section 401(k) of the Code only if
                           they have the same plan year.

                           (2) For purposes of subsection (b) above, with
                  respect to any Plan Year beginning on or after January 1,
                  1999, for which the Company elects to apply section
                  410(b)(4)(B) of the Code in determining whether the
                  requirements of section 401(k)(3)(A)(i) of the Code are
                  satisfied, the Company may elect to exclude from consideration
                  all Eligible Members who are Non-Highly Compensated Employees
                  and who have not attained age 21 and completed at least one
                  Year of Eligibility Service.

                           (3) A Before-Tax Deposit shall be taken into account
                  under subsection (b) above for a Plan Year only if it relates
                  to Salary that would have been received by the Eligible Member
                  in the Plan Year, but for the Eligible Member's election to
                  defer a portion of his Salary under Section 3.1.

                           (4) A Before-Tax Deposit shall be taken into account
                  under subsection (b) above for a Plan Year only if it is
                  allocated to the Eligible Member's Account as of a date within
                  that Plan Year. For this purpose, a Before-Tax Deposit shall
                  be considered allocated as of a date within the Plan Year if
                  the allocation is not contingent on participation in the Plan
                  or the performance of services after the date and the
                  Before-Tax Deposit is actually paid to the Trust Fund no later
                  than 12 months after the end of the Plan Year to which the
                  Before-Tax Deposit relates.

                           (5) The determination and treatment of the Before-Tax
                  Deposits and Actual Deferral Ratio of any Eligible Member
                  shall satisfy such other requirements as may be prescribed by
                  the Secretary of the Treasury.


                                      -17-
<PAGE>

         .5 LIMITATIONS ON AFTER-TAX DEPOSITS AND COMPANY MATCHING
CONTRIBUTIONS. The following provisions shall apply effective January 1, 1997.

                  (a) ACTUAL CONTRIBUTION PERCENTAGE. The After-Tax Deposits and
         Company Matching Contributions of the Eligible Members shall meet at
         least one of the following two tests:

                           (1) The Actual Contribution Percentage for Eligible
                  Members who are Highly Compensated Employees for the Plan Year
                  shall not exceed the Actual Contribution Percentage for
                  Eligible Members who are Non-Highly Compensated Employees for
                  the preceding Plan Year multiplied by 1.25; or

                           (2) The Actual Contribution Percentage for Eligible
                  Members who are Highly Compensated Employees for the Plan Year
                  shall not exceed the Actual Contribution Percentage for
                  Eligible Members who are Non-Highly Compensated Employees for
                  the preceding Plan Year multiplied by two, provided that the
                  Actual Contribution Percentage for Eligible Members who are
                  Highly Compensated Employees for the Plan Year does not exceed
                  the Actual Contribution Percentage for Eligible Members who
                  are Non-Highly Compensated Employees for the preceding Plan
                  Year by more than two percentage points, or, in conjunction
                  with the Actual Deferral Percentage test under Section 3.4, by
                  such lesser amount as prescribed under Treas. Reg.ss.
                  1.401(m)-2 (regarding multiple use of the alternative
                  limitation) or any successor thereto. If multiple use of the
                  alternative limitation occurs, it shall be corrected under
                  either Section 3.8 or Section 3.9 (at the election of the
                  Benefits Committee or its appointed representative).

                  (b) SPECIAL RULES

                           (1) The Actual Contribution Ratio for any Eligible
                  Member who is a Highly Compensated Employee for the Plan Year
                  and who is eligible to make employee contributions, or to have
                  matching contributions allocated to his account, under two or
                  more plans described in section 401(a) of the Code that are
                  maintained by the Company or another Affiliated Entity shall
                  be determined as if all such contributions were made under a
                  single plan. However, plans that are not permitted to be
                  aggregated under Treas. Reg. ss.1.401(m)-1(f)(1)(ii)(B) are
                  not aggregated for this purpose. If a Highly Compensated
                  Employee participates in two or more plans that must be
                  aggregated under this paragraph, but that have different plan
                  years, this paragraph is applied by treating all plans whose
                  plan years end with or within the same calendar year as a
                  single plan.

                           (2) In the event that this Plan satisfies the
                  requirements of section 410(b) of the Code only if aggregated
                  with one or more other plans, or if one or more other plans
                  satisfy requirements of section 410(b) of the Code only if


                                      -18-
<PAGE>

                  aggregated with this Plan, then this Section shall be applied
                  by determining the Actual Contribution Ratios of Eligible
                  Members as if all such plans were a single plan.

                           (3) For purposes of subsection (a) above, with
                  respect to any Plan Year beginning on or after January 1,
                  1999, for which the Company elects to apply section
                  410(b)(4)(B) of the Code in determining whether the Plan
                  satisfies the requirements of section 410(b) of the Code, the
                  Company may elect to exclude from consideration all Eligible
                  Members who are Non-Highly Compensated Employees and who have
                  not attained age 21 and completed at least one Year of
                  Eligibility Service.

                           (4) An After-Tax Deposit shall be taken into account
                  under subsection (a) above if it is (i) paid to the Trust Fund
                  during the Plan Year, or (ii) paid to an agent of the Plan and
                  transmitted to the Trust Fund within a reasonable period after
                  the end of the Plan Year. A Company Matching Contribution
                  shall be taken into account under subsection (a) above for a
                  Plan Year if it is (i) made on account of the Eligible
                  Member's Before-Tax Deposits or After-Tax Deposits for the
                  Plan Year, (ii) allocated to the Eligible Member's Account
                  during the Plan Year, and (iii) paid to the Trust Fund on or
                  before the last day of the 12th month following the end of the
                  Plan Year.

                           (5) The determination and treatment of the Actual
                  Contribution Ratio of any Member shall satisfy such other
                  requirements as may be prescribed by the Secretary of the
                  Treasury.

                                      -19-

<PAGE>

         .6 ELECTION TO USE CURRENT PLAN YEAR. The Company may elect to apply
Section 3.4(b) and Section 3.5(a) by using the current Plan Year rather than the
preceding Plan Year, as permitted under section 401(k)(3)(A) of the Code,
provided that if such an election is made, it may not be changed except as
provided by the Secretary of the Treasury. This provision shall apply effective
January 1, 1997.

         .7 DISTRIBUTION OF EXCESS DEFERRAL AMOUNTS. The following provisions
shall apply effective January 1, 1997.

                  (a) IN GENERAL. Notwithstanding any other provision of this
         Plan, if, for any taxable year of the Member, a Member assigns to this
         Plan any Excess Deferral Amounts pursuant to the claims procedure set
         forth in Section 3.7(b), such Excess Deferral Amounts, to the extent of
         the Member's unmatched Before-Tax Deposits, plus any income and minus
         any loss allocable thereto, shall be distributed to such Member no
         later than the first April 15 following the close of the taxable year.
         To the extent any Member has Excess Deferral Amounts taking into
         account only the Before-Tax Deposits described in Section 3.1, he shall
         be deemed to have submitted the claim described in Section 3.7(b).

         To the extent (if any) that a Member's Excess Deferral Amounts for a
         Plan Year exceed the amount of his unmatched Before-Tax Deposits for
         such Plan Year, such Member's matched Before-Tax Deposits, to the
         extent of such excess, plus any income and minus any loss allocable
         thereto, shall be distributed to such Member within the period
         described above. In the event any matched Before-Tax Deposits are
         distributed under this subsection, Company Matching Contributions made
         with respect to such Before-Tax Deposits shall be forfeited and used to
         reduce Company Matching Contributions.

         Excess Deferral Amounts distributed under the Plan are not to be
         disregarded as Annual Additions merely because they are Excess Deferral
         Amounts or are distributed. Company Matching Contributions forfeited
         under this subsection shall not be taken into account under Section
         3.5(a).

                  (b) CLAIMS FOR DISTRIBUTION OF EXCESS DEFERRAL AMOUNTS. A
         Member's claim shall be in writing; shall be submitted to the Benefits
         Committee or its appointed representative no later than March 1
         immediately following the taxable year for which the deferral occurred;
         shall specify the Excess Deferral Amount for the preceding taxable year
         which the Member assigns to this Plan (which shall in no event exceed
         the amount of the Member's Before-Tax Deposits for such taxable year);
         and shall be accompanied by the Member's written statement that if the
         Excess Deferral Amount is not distributed, it, when added to amounts
         deferred by the Member under other plans or arrangements described in
         sections 401(k), 408(k), or 403(b) of the Code for such taxable year,
         will exceed the limit imposed on the Member by section 402(g) of the
         Code for the year in which the deferral occurred.

                                      -20-
<PAGE>

                  (c) DETERMINATION OF INCOME OR LOSS. A Member's Excess
         Deferral Amount shall be adjusted for income or loss to the earlier of
         the date the Excess Deferral Amount is distributed to the Member or the
         last day of the taxable year of the Member during which such deferrals
         were made. Income or loss for the taxable year shall be determined in
         accordance with Article IV.

                  (d) ACCOUNTING FOR EXCESS DEFERRAL AMOUNTS. Excess Deferral
         Amounts distributed under this Section shall be distributed from the
         Member's Before-Tax Deposits Account.

         .8 DISTRIBUTION OF EXCESS CONTRIBUTIONS. The following provisions shall
apply effective January 1, 1997.

                  (a) IN GENERAL. Notwithstanding any other provision of the
         Plan, Excess Contributions, plus any income and minus any loss
         allocable thereto, to the extent of the Member's unmatched Before-Tax
         Deposits, shall be distributed within the 12-month period beginning on
         the earlier of (i) the last day of the Plan Year for which such Excess
         Contributions were made, or (ii) the date of the complete termination
         of the Plan. Such Excess Contributions shall be distributed to Highly
         Compensated Employees on the basis of the Before-Tax Deposits on behalf
         of each such Highly Compensated Employee. Thus, Excess Contributions
         shall be deemed attributable first to those Highly Compensated
         Employees who have the greatest dollar amount of Before-Tax Deposits.
         To the extent (if any) that the Excess Contributions to be distributed
         to a Member for a Plan Year exceed the amount of his unmatched
         Before-Tax Deposits for such Plan Year, such Member's matched
         Before-Tax Deposits, to the extent of such excess, plus any income and
         minus any loss allocable thereto, shall be distributed to such Member
         within the period described above. In the event any matched Before-Tax
         Deposits are distributed under this subsection, Company Matching
         Contributions made with respect to such Before-Tax Deposits shall be
         forfeited and used to reduce Company Matching Contributions. Company
         Matching Contributions forfeited under this subsection shall not be
         taken into account under Section 3.5(a). (If the Excess Contributions
         are not distributed on or before the first March 15 after the last day
         of the Plan Year for which the Excess Contributions were made, the
         Company will be subject to a 10-percent excise tax under section 4979
         of the Code with respect to the Excess Contributions.)

                  (b) DETERMINATION OF INCOME OR LOSS. A Member's Excess
         Contributions shall be adjusted for income or loss to the last day of
         the Plan Year for which the Excess Contributions were made. Income or
         loss for the Plan Year shall be determined in accordance with Article
         IV.

                  (c) ACCOUNTING FOR EXCESS CONTRIBUTIONS. Excess Contributions
         shall be distributed from the Member's Before-Tax Deposits Account.

                                      -21-
<PAGE>

                  (d) REDUCTION FOR EXCESS DEFERRAL AMOUNTS DISTRIBUTED. The
         Excess Contributions which would otherwise be distributed under this
         Section with respect to a Member for a Plan Year shall be reduced, in
         accordance with Treas. Reg.ss.1.401(k)-1(f)(5), by any Excess Deferral
         Amount distributed to the Member under Section 3.6 for the Member's
         taxable year ending with or within the Plan Year.

         .9 FORFEITURE OR DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The
following provisions shall apply effective January 1, 1997.

                  (a) IN GENERAL. Excess Aggregate Contributions, plus any
         income and minus any loss allocable thereto, shall be forfeited, if
         otherwise forfeitable under the terms of this Plan, or, if not
         forfeitable, distributed, within the 12-month period beginning on the
         earlier of (i) the last day of the Plan Year for which such Excess
         Aggregate Contributions were made, or (ii) the date of the complete
         termination of the Plan. Such Excess Aggregate Contributions shall be
         forfeited by or distributed to Highly Compensated Employees on the
         basis of the Contribution Amounts on behalf of each such Highly
         Compensated Employee. Thus, Excess Aggregate Contributions shall be
         deemed attributable first to those Highly Compensated Employees who
         have the greatest dollar amount of Contribution Amounts. (If the Excess
         Aggregate Contributions are not distributed on or before the first
         March 15 after the last day of the Plan Year for which the Excess
         Aggregate Contributions were made, the Company will be subject to a
         10-percent excise tax under section 4979 of the Code with respect to
         the Excess Aggregate Contributions.)

                  (b) DETERMINATION OF INCOME OR LOSS. A Member's Excess
         Aggregate Contributions shall be adjusted for income or loss to the
         last day of the Plan Year for which the Excess Aggregate Contributions
         were made. Income or loss for the Plan Year shall be determined in
         accordance with Article IV.

                  (c) ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTIONS. Excess
         Aggregate Contributions forfeited or distributed under this Section
         shall first be treated as distributions of the Member's After-Tax
         Deposits for the Plan Year which have not been matched by the Company
         under Section 3.3. To the extent Excess Aggregate Contributions exceed
         the After-Tax Deposits, the remainder of the Excess Aggregate
         Contributions shall be distributed from the Member's After-Tax Deposits
         Account, and forfeited if otherwise forfeitable under the terms of the
         Plan (or, if not forfeitable, distributed) from the Member's Company
         Matching Account, in proportion to the Member's After-Tax Deposits for
         the Plan Year which have been matched by the Company under Section 3.3
         and Company Matching Contributions for the Plan Year.

                  (d) ALLOCATION OF FORFEITURES. Amounts forfeited by Highly
         Compensated Employees under this Section shall be:

                           (1) treated as Annual Additions under Section 3.14;
                  and


                                      -22-
<PAGE>

                           (2) applied to reduce Company Matching Contributions.

         Notwithstanding the foregoing, no forfeitures arising under this
         Section shall be allocated to the account of any Highly Compensated
         Employee.

                  (e) ORDERING RULES. The determination of Excess Aggregate
         Contributions shall be made after first determining the Excess Deferral
         Amounts, and then determining the Excess Contributions.

         .10 BENEFITS COMMITTEE ALTERNATIVES. The Benefits Committee or its
appointed representative shall monitor periodically the level of Members'
Before-Tax Deposits to lessen the likelihood of a violation of the limitations
of Section 3.4 and the level of After-Tax Deposits and Company Matching
Contributions to lessen the likelihood of a violation of the limitations of
Section 3.5. If the Benefits Committee or its appointed representative
determines that on the basis of current levels of Before-Tax Deposits and/or
After-Tax Deposits and Company Matching Contributions the limitations of Section
3.4 or 3.5 would be violated for any Plan Year, the Benefits Committee or its
appointed representative may make such adjustments for the remainder of the Plan
Year in the percentage of one or more Members' Salary that can be designated as
Before-Tax Deposits or After-Tax Deposits as the Benefits Committee or its
appointed representative in its discretion deems necessary to prevent such a
violation.

         .11 CHANGE IN AMOUNT OF MEMBER DEPOSITS. A Member may change the amount
of his Before-Tax or After-Tax Deposits (or both) at any time by giving a
written or electronic notice to the Company. The change shall be effective the
first payroll period beginning after the Company's receipt of the notice.

         .12 DISCONTINUANCE OF MEMBER DEPOSITS. A Member may discontinue his
Before-Tax or After-Tax Deposits (or both) by giving a written or electronic
notice to the Company. The discontinuance shall be effective the first payroll
period beginning after the Company's receipt of the notice.

         .13 RESUMPTION OF MEMBER DEPOSITS. A Member whose Before-Tax or
After-Tax Deposits or both have been discontinued under Section 3.11 may resume
making the applicable Deposits effective the first payroll period beginning
after written or electronic notice is received by the Company.

         .14 LIMITATION ON ANNUAL ADDITIONS TO MEMBER'S ACCOUNTS. The following
provisions shall apply effective January 1, 1998:

                  (a) MAXIMUM ANNUAL ADDITION. The maximum Annual Addition that
         may be contributed or allocated to a Member's Account under the Plan
         for any Limitation Year shall not exceed the lesser of:

                           (1) the Defined Contribution Dollar Limitation, or

                           (2) 25 percent of the Member's Limitation
                  Compensation.

                                      -23-

<PAGE>

                  (b) SPECIAL RULES. The compensation limitation referred to in
         subsection (a)(2) above shall not apply to:

                           (1) any contribution for medical benefits (within the
                  meaning of section 419A(f)(2) of the Code) after separation
                  from service which is otherwise treated as an Annual Addition;
                  or

                           (2) any amount otherwise treated as an Annual
                  Addition under section 415(l)(1) of the Code.

                  (c) EXCESS ANNUAL ADDITIONS. If, as a result of the allocation
         of forfeitures, a reasonable error in estimating a Member's annual
         compensation, or a reasonable error in determining the amount of
         elective deferrals that may be made with respect to any individual
         under the limits of section 415 of the Code, or under other limited
         facts and circumstances that the Commissioner of Internal Revenue finds
         justify the availability of the rules set forth in Treas. Reg.ss.
         1.415-6(b)(6), it is necessary to reduce the Annual Addition to any
         Member's Account in order to comply with the limitations of this
         Section, the reduction shall be accomplished in the following manner:

                           (1) First, any After-Tax Deposits by the Member for
                  the Limitation Year (plus any earnings attributable thereto),
                  to the extent their return would reduce the excess Annual
                  Addition, shall be distributed to the Member, and any Company
                  Matching Contributions made with respect to such After-Tax
                  Deposits shall be forfeited. Such distributed amounts shall be
                  disregarded for purposes of Section 3.5.

                           (2) Second, if an excess Annual Addition still
                  exists, Before-Tax Deposits (plus any earnings attributable
                  thereto), to the extent their return would reduce the excess
                  Annual Addition, shall be distributed to the Member, and any
                  Company Matching Contributions made with respect to such
                  Before-Tax Deposits shall be forfeited. Such distributed
                  amounts shall be disregarded for purposes of Section 3.4.

                           (3) Third, in the event the Member is covered by the
                  Plan at the end of a Limitation Year, then such excess Annual
                  Additions as consist of Company Matching Contributions shall
                  not be allocated or distributed to the Member, but shall be
                  reapplied to reduce future Company contributions under this
                  Plan for the next Limitation Year (and for each succeeding
                  Limitation Year as necessary) for such Member, so that in each
                  such Limitation Year the sum of actual Company contributions
                  plus the reapplied amount shall equal the amount of Company
                  contributions which would otherwise be allocated to such
                  Member's Account.

                                      -24-
<PAGE>

                           (4) Lastly, in the event the Member is not covered by
                  the Plan at the end of a Limitation Year, then such excess
                  Annual Additions as consist of Company Matching Contributions
                  shall not be allocated or distributed to the Member but shall
                  be held unallocated in a suspense account for the Limitation
                  Year and shall be used in the next Limitation Year (and
                  succeeding Limitation Years as necessary) to reduce future
                  Company contributions for all remaining Members. If a suspense
                  account is in existence at any time during a Limitation Year
                  pursuant to this paragraph, it will not participate in the
                  allocation of the Trust Fund's gains and losses. Any amounts
                  held in a suspense account pursuant to this paragraph which
                  cannot be allocated to Member's Accounts, shall, upon the
                  termination of the Plan, be returned to the Company.

                  (d) COMBINED LIMIT WITH PENSION PLAN. For Limitation Years
         beginning before January 1, 2000, if a Member in the Plan has also
         participated at any time in a defined benefit plan maintained by an
         Affiliated Entity, the sum of the defined benefit plan fraction (as
         defined in section 415(e)(2) of the Code) and the defined contribution
         plan fraction (as defined in section 415(e)(3) of the Code) with
         respect to that Member for any Limitation Year shall not exceed 1.0. If
         the sum of such fractions with respect to any Member for any Limitation
         Year would otherwise exceed 1.0, the annual benefit payable under such
         defined benefit plan shall be reduced to the extent necessary to comply
         with such 1.0 limit. For purposes of applying the limitation of section
         415(e)(1) of the Code, the following special rules shall apply:

                           (1) RECOMPUTATION NOT REQUIRED. The Annual Addition
                  for any Limitation Year beginning before January 1, 1987,
                  shall not be recomputed to treat all After-Tax Deposits as an
                  Annual Addition.

                           (2) ADJUSTMENT OF DEFINED CONTRIBUTION PLAN FRACTION.
                  If the Plan satisfied the applicable requirements of section
                  415 of the Code as in effect for all Limitation Years
                  beginning before January 1, 1987, an amount shall be
                  subtracted from the numerator of the defined contribution plan
                  fraction (not exceeding such numerator) as prescribed by the
                  Secretary of the Treasury so that the sum of the defined
                  benefit plan fraction and defined contribution plan fraction
                  computed under section 415(e)(1) of the Code (as revised by
                  this Section) does not exceed 1.0 for such Limitation Year.

                  (e) AGGREGATION OF PLANS. For purposes of applying the
         limitations of subsections (a) and (d) above, all qualified defined
         contribution plans maintained by any Affiliated Entity shall be treated
         as one defined contribution plan, and all qualified defined benefit
         plans maintained by any Affiliated Entity shall be treated as one
         defined benefit plan.

         .15 RETURN OF CONTRIBUTIONS. All contributions made hereto and income
derived from assets held hereunder are held in trust for the benefit of Members
and their Beneficiaries. It

                                      -25-

<Page>

shall be impossible at any time for any part of the corpus or income of the Plan
to be used for, or diverted to, purposes other than the exclusive benefit of
Members and their Beneficiaries, except:

                  (a) Any contribution made to this Plan by the Company because
         of a mistake of fact may be returned to the Company within one year
         after such contribution is made.

                  (b) All contributions made hereto (other than After-Tax
         Contributions) are conditioned on deductibility by the Company for its
         tax purposes and, to the extent such deduction is disallowed, the
         amount of contributions disallowed may be refunded to the Company
         within one year after such disallowance.

         .16 PAID LEAVE OF ABSENCE. If a Member is on a paid leave of absence or
receiving benefits under the Company's short-term disability program, he may
either continue to make deposits or suspend deposits during his absence.

         .17 ROLLOVERS

                  (a) With the approval of the Benefits Committee or its
         appointed representative, a Covered Employee may make a contribution to
         the Plan which qualifies as an eligible rollover distribution under
         section 402(c)(4) or 403(a)(4) of the Code, or as a rollover
         contribution under section 408(d)(3)(A)(ii) of the Code. Any
         contribution so authorized shall be placed in the Covered Employee's
         Rollover Account. Except to the extent provided in Sections 3.18 and
         3.19, such Covered Employee shall not otherwise participate in the Plan
         until he satisfies the eligibility requirements of Section 2.1.

                  (b) If a Covered Employee entitled to receive an eligible
         rollover distribution (as described in subsection (a) above) from
         another plan (i) elects to have the amount paid directly to this Plan,
         and (ii) specifies this Plan as the plan to which the amount is to be
         paid (in such form and at such time as the Benefits Committee or its
         appointed representative may prescribe), the eligible rollover
         distribution shall be paid directly to this Plan in the form of a
         direct rollover.

         .18 PLAN-TO-PLAN TRANSFERS. Except as provided in Section 3.17(b),
amounts may not be transferred from other retirement plans qualified under
section 401(a) of the Code directly to this Plan. Any amounts so transferred on
behalf of a Covered Employee prior to January 1, 1999, shall continue to be held
in a Transfer Account for the Covered Employee. Except to the extent provided in
Sections 3.17 and 3.19, such Covered Employee shall not otherwise participate in
the Plan until he satisfies the eligibility requirements of Section 2.1.

         .19 VESTING AND DISTRIBUTION OF ROLLOVER ACCOUNT AND TRANSFER ACCOUNT.

                  (a) A Covered Employee shall be fully vested at all times in
         his Rollover Account and Transfer Account.

                                      -26-

<PAGE>

                  (b) A Covered Employee's Rollover Account and Transfer Account
         shall be distributed as otherwise provided under the Plan.


                                   ARTICLE IV

                            VALUATION AND INVESTMENT
                              OF MEMBER'S ACCOUNTS

         .1 INVESTMENT OF ACCOUNT BALANCE. Each Member may direct, at the time
he commences participation, that his Member's Account be invested in one or any
combination of Investment Funds made available by the Benefits Committee or its
appointed representative. A Member may change his investment election (i) by
written direction to the Benefits Committee or its appointed representative or
(ii) by the telephone transfer procedures. An investment change may be made at
any time and shall be effective as soon as practicable after the written
direction or telephone request is received. An investment change may be made
applicable (as the Member shall elect) to those portions of his Member's Account
attributable to past and/or future deposits and contributions to the Plan.

         .2 DESCRIPTION OF FUNDS. The Benefits Committee or its appointed
representative shall determine and communicate to the Members what Investment
Funds shall be available under the Plan. The Benefits Committee or its appointed
representative may in its discretion discontinue any of the Investment Funds
initially offered under the Plan and/or create additional Investment Funds.

         .3 REINVESTMENT. Income and realized capital gain on the portion of a
Member's Account invested in an Investment Fund shall be reinvested in the same
Fund.

         .4 INVESTMENT FUND DESIGNATIONS. All deposits and contributions shall
be invested in whichever Investment Fund or Funds the Member designates.
Deposits and contributions may be invested either:

                  (a) 100 percent in one Fund; or

                  (b) in two or more Funds on the basis of a distribution of
         deposits and contributions between them in multiples of five percent.

         If a newly eligible Member fails to make a valid investment designation
         under Section 2.2 at the time he applies to make deposits, deposits and
         contributions made to the Plan on his behalf shall automatically be
         invested in the Vanguard Prime Money Market Fund.

         .5 VALUATION OF INVESTMENT FUNDS. On each Valuation Date, the Trustee
shall determine and advise the Benefits Committee or its appointed
representative of the fair market value of each Investment Fund.

                                      -27-

<PAGE>

         .6 VALUATION OF MEMBER'S ACCOUNT IN INVESTMENT FUNDS. The value of each
Member's Account shall be determined by the Trustee as of each Valuation Date.


                                   Article V
                             ELIGIBILITY FOR BENEFIT

         .1 NORMAL RETIREMENT BENEFITS. A Member who retires from the employ of
the Company on his Normal Retirement Date may elect to receive payment of his
Member's Account, valued in accordance with Section 8.2, at any time after he
retires. Payment shall be made or commence as promptly as practicable after the
first Valuation Date following his request for the payment (but not later than
the date required by Section 8.4). Payment of his Member's Account shall meet
the minimum distribution rules in Section 8.4.

         .2 POSTPONED RETIREMENT BENEFITS. If a Member continues in employment
beyond his Normal Retirement Date, he shall continue in all respects as a Member
until his Postponed Retirement Date. After his retirement, such Member may elect
to receive payment of his Member's Account, valued in accordance with Section
8.2 at any time after he retires. Payment shall be made or commence as promptly
as practicable after the first Valuation Date following his request for the
payment (but not later than the date required by Section 8.4). Notwithstanding
the foregoing request for the payment, however, payment of his Member's Account
shall meet the minimum distribution rules in Section 8.4.

         .3 EARLY RETIREMENT BENEFITS. A Member who retires from the employ of
the Company on or after his Early Retirement Date may elect to receive payment
of his Member's Account, valued in accordance with Section 8.2 at any time after
he retires. Payment shall be made or commence as promptly as practicable after
the first Valuation Date following his request for the payment (but not later
than the date required by Section 8.4). Notwithstanding the foregoing, however,
payment of his Member's Account shall meet the minimum distribution rules in
Section 8.4.

         .4 DISABILITY BENEFITS. A Member who becomes an Inactive Employee or
who otherwise suffers a Total Disability may elect to receive payment of his
Member's Account, valued in accordance with Section 8.2 at any time after his
Total Disability is incurred or he becomes an Inactive Employee. An "Inactive
Employee" shall mean an Employee or former Employee receiving payments under the
Company's long-term disability program. Payment shall be made or commence as
promptly as practicable after the first Valuation Date following his request for
the payment (but not later than the date required by Section 8.4).
Notwithstanding the foregoing, however, payment of his Member's Account shall
meet the minimum distribution rules in Section 8.4.

         .5 TERMINATION BENEFITS

                  (a) TERMINATION OF EMPLOYMENT. A Member who terminates his
         employment, and to whom Sections 5.1, 5.2, 5.3 and 5.4 are not
         applicable, may elect to


                                      -28-
<PAGE>

         receive payment of the vested portion of his Company Matching Account,
         and his Before-Tax and After-Tax Deposit Accounts, his Rollover
         Account, and his Transfer Account, valued in accordance with Section
         8.2 at any time after his termination of employment. Payment shall be
         made or commence as promptly as practicable after the first Valuation
         Date following his request for the payment (but not later than the date
         required by Section 8.4). Notwithstanding the foregoing, however,
         payment of his Member's Account shall meet the minimum distribution
         rules in Section 8.4.

                  (b) LATER VESTING. A Member who receives a distribution under
         this Section or who makes a withdrawal from his Company Matching
         Account under Article IX, and who has a balance remaining in his
         Company Matching Account which has not been forfeited under Section 5.6
         in which his Vested Interest can increase, shall have his Vested
         Interest in his Company Matching Account determined as follows:

                               X = P (AB + D) - D,

         where P is the vested percentage at the relevant time, AB is the
         balance in his Company Matching Account at the relevant time, and D is
         the amount of the prior distribution or withdrawal.

                  (c) SALE OF ASSETS OR SUBSIDIARY. (i) The sale or other
         disposition by the Company to an unrelated entity of substantially all
         of the assets (within the meaning of section 409(d)(2) of the Code)
         used by the Company in a trade or business of the Company with respect
         to a Member who continues employment with the entity acquiring such
         assets or (ii) the sale or other disposition by the Company to an
         unrelated entity of the Company's interest in a subsidiary (within the
         meaning of section 409(d)(3) of the Code) with respect to a Member who
         continues employment with the subsidiary shall constitute the Member's
         separation from service with the Company as of the date of sale for
         purposes of this Section. An event shall not be treated as described in
         the preceding sentence with respect to a Member unless (i) the Member
         receives a "lump-sum distribution" (as defined in section
         401(k)(10)(B)(ii) of the Code) by reason of the event, (ii) the Company
         continues to maintain the Plan (within the meaning of Treas. Reg.
         ss.1.401(k)-1(d)(4)(i)) after the sale or other disposition, and (iii)
         the distribution is made in connection with the disposition of assets
         or a subsidiary, within the meaning of Treas. Reg.
         ss.1.401(k)-1(d)(4)(iii).

         .6 REEMPLOYMENT

                  (a) If a Member who is less than 100 percent vested in his
         Company Matching Account receives a single-sum distribution of his
         entire Vested Interest under Section 5.5 upon termination of his
         employment, the nonvested portion of his Company Matching Account (the
         "restricted benefit") shall be a Forfeiture and shall be treated as
         provided in Section 7.3. If the Member is thereafter reemployed by the
         Company and makes the repayment described in subsection (c) below, an
         amount equal to the Member's

                                      -29-
<PAGE>

         restricted benefit shall be contributed to the Plan by the Company and
         re-credited to the Member's Company Matching Account, as described in
         subsection (c) below.

                  (b) If a Member is rehired after a Period of Severance, his
         Years of Vesting Service before his rehire plus his Years of Vesting
         Service after his rehire shall be counted to determine his Vested
         Interest in the amount credited to his Company Matching Account after
         his rehire. If the Member is rehired after a five-year Period of
         Severance, Years of Vesting Service after such Period of Severance
         shall not be taken into account in determining his Vested Interest in
         the amount in his Company Matching Account prior to such Period of
         Severance. If, as a result, the Member has different vested percentages
         in amounts attributable to his Company Matching Account before and
         after his Period of Severance, the Benefits Committee or its appointed
         representative shall maintain within his Company Matching Account
         separate subaccounts for such amounts.

                  (c) If a Member receives a single-sum distribution and incurs
         a Forfeiture as described in subsection (a) above, and thereafter
         resumes employment covered under the Plan, the Member may repay to the
         Plan the full amount of the distribution before the earlier of (i) five
         years after the Member's Reemployment Date, or (ii) the date on which
         the Member completes a five-year Period of Severance following the date
         of distribution. If the Member makes such a repayment, an amount equal
         to the Member's restricted benefit shall be restored to the Member's
         Company Matching Account.

                  (d) If a Member described in Section 5.5 is less than 100
         percent vested in his Company Matching Account and does not receive a
         single-sum distribution as described in subsection (a) above, an amount
         equal to the Member's restricted benefit shall be tentatively forfeited
         and applied in accordance with Section 7.3. If the Member has a
         five-year Period of Severance, such tentative Forfeiture shall become
         permanent. If the Member is rehired by the Company before completing a
         five-year Period of Severance, an amount equal to the Member's
         restricted benefit shall be restored to the Member's Company Matching
         Account.

                  (e) Any restricted benefit restored under subsection (c) or
         (d) above shall thereafter be subject to the vesting provisions of
         Sections 7.2 and 5.5. The sources for restoring a restricted benefit
         shall be, in order of priority:

                           (1) Forfeitures occurring in the Plan Year of
                  restoration; and, if not sufficient,

                           (2) additional Company contributions.

                                      -30-
<PAGE>

                                   Article VI
                                 DEATH BENEFITS

         .1 DESIGNATION OF BENEFICIARY AND FORM OF PAYMENT OF DEATH BENEFIT. In
the event a Member has a surviving Spouse at his death, the Spouse shall be the
Member's Beneficiary, unless the Spouse has consented in the manner described in
Section 6.2 to the payment of the Member's Account to a Beneficiary other than
the Spouse. In the event the Member has no surviving Spouse at his death, the
Beneficiary shall be the Beneficiary designated by the Member. Any designation
by the Member and/or consent by the Member's Spouse shall be made by a written
form delivered to the Benefits Committee or its appointed representative. Except
as otherwise provided with respect to a surviving Spouse, a Member may, at any
time prior to his death, change his Beneficiary designation by completing a new
written form, but a Beneficiary designation shall remain in effect until such
new form is received by the Benefits Committee or its appointed representative.

The death benefit shall be paid to a Member's Beneficiary in a form designated
in Section 8.1 as promptly as practicable after the first Valuation Date
following the Member's death.

         .2 REQUIREMENTS FOR SPOUSE'S CONSENT. To be effective, a consent by a
Spouse to a Member's designation of a non-Spouse Beneficiary must be made in a
writing filed with the Benefits Committee or its appointed representative, shall
be specific with respect to the particular non-Spouse Beneficiary (including any
class of Beneficiaries or contingent Beneficiaries) and/or benefit form
consented to, must be irrevocable, and must be witnessed by a notary public or
by a Plan representative designated by the Benefits Committee or its appointed
representative. Notwithstanding this consent requirement, if the Member
establishes to the satisfaction of the Plan representative that such written
consent cannot be obtained because there is no Spouse or because the Member's
Spouse cannot be located, the Member's designation of a non-Spouse Beneficiary
shall be deemed a permissible election. If the Spouse is legally incompetent to
give consent, the Spouse's legal guardian may give consent, even if such
guardian is the Member. Also, if the Member is legally separated or has been
abandoned (within the meaning of local law) and the Member has a court order to
such effect, spousal consent is not required unless a qualified domestic
relations order (as defined in section 414(p) of the Code) provides otherwise.
Any consent required under this Section shall be valid only with respect to the
Spouse who signs the consent; or, in the event of a deemed permissible election,
the designated Spouse (if any). Additionally, a Member may revoke a prior
Beneficiary designation without the consent of his Spouse at any time before the
commencement of benefits. The number of revocations or consents shall not be
limited. Any new designation or change of Beneficiary shall require a new
spousal consent.

         .3 PAYMENTS OF BENEFITS. Upon the death of any Member, his Beneficiary
shall receive payment of his Member's Account in the method specified in Section
8.1, and, at the Beneficiary's election, not later than the time specified in
Section 8.4. However, if the value of the Member's Account does not exceed (and
has not at the time of any prior distribution exceeded) $5,000, the Member's
Account shall be paid to his Beneficiary in the form of a single-

                                      -31-

<PAGE>

sum cash payment from the Trust Fund as promptly as practicable after the first
Valuation Date following the Member's death.


                                  Article VII
                                     VESTING

         .1 VESTED INTEREST IN MEMBER DEPOSITS. A Member's Vested Interest in
his Before-Tax Deposits Account and his After-Tax Deposits Account shall be 100
percent at all times.

         .2 VESTED INTEREST IN COMPANY MATCHING CONTRIBUTIONS.

                  (a) A Member's Vested Interest in his Company Matching Account
         shall be 100 percent when the Member, while employed by an Affiliated
         Entity:

                           (1) attains Normal Retirement Age;

                           (2) incurs a Total Disability; or

                           (3) dies.

         In addition, a Member's Vested Interest attributable to employer
         matching contributions under the Commercial Union Plan prior to January
         1, 1999, shall be 100 percent if the Member terminates employment by
         reason of entry into the Armed Forces of the United States of America.

                  (b) Except as otherwise provided under subsection (a) above, a
         Member's Vested Interest in his Company Matching Account shall be 100
         percent when the Member completes three Years of Vesting Service.

                  (c) Notwithstanding the foregoing, in the case of a Member who
         became a Member prior to January 1, 1999, or who was a participant in
         the Commercial Union Plan prior to January 1, 1999, the Member's Vested
         Interest in his Company Matching Account shall be determined in
         accordance with the following schedule:

<TABLE>
<CAPTION>

                                                                             VESTED
                  YEARS OF VESTING SERVICE                                 PERCENTAGE
                  <S>                                                      <C>

                  Less than 1                                                   0
                  1 but less than 2                                            20
                  2 but less than 3                                            40
                  3 or more                                                   100
</TABLE>


         .3 FORFEITURES. All Forfeitures which arise hereunder shall be applied
as soon as possible to restore restricted benefits as provided in Section 5.6(e)
and, to the extent any Forfeitures remain, to reduce subsequent Company Matching
Contributions.

                                      -32-

<PAGE>

         .4 NO DIVESTMENT FOR CAUSE. There shall be no divestment of a Member's
Vested Interest for any cause.


                                  Article VIII
                               PAYMENT OF BENEFITS

         .1 METHOD OF PAYMENT. Subject to Section 8.4, a distribution under the
Plan shall be paid under one of the following methods, pursuant to an election
made by the Member under Article V after his termination of employment (or, in
the event of the Member's death, pursuant to an election made by the Member's
Beneficiary):

                  (a) substantially equal installment payments, or installment
         payments that vary with the income earned, over a period of not more
         than 30 years (both as elected by the Member);

                  (b) a single-sum cash payment from the Trust Fund; or

                  (c) a combination of the methods described in subsections (a)
         and (b) above.

         Notwithstanding the foregoing, if the value of the Member's Vested
Interest does not exceed (and has not at the time of any prior distribution
exceeded) $5,000, the Member's Vested Interest shall be paid to him (or to his
Beneficiary, in the event of the Member's death) in the form of a single-sum
cash payment from the Trust Fund as soon as practicable after his separation
from service. If the value of the Member's Vested Interest exceeds (or at the
time of any prior distribution exceeded) $5,000, the Member must consent in
writing to any distribution from his Member's Account before his Normal
Retirement Age.

         .2 REINVESTMENT AND VALUATION OF ACCOUNTS.

                  (a) REINVESTMENT. As soon as practicable after the earlier of
         a Member's request for payment under Article V or the receipt of
         notification of the Member's death. The portion of the Member's Account
         invested in any of the Investment Funds other than the Vanguard Prime
         Money Market Fund (the "Money Market Fund") shall be liquidated and
         transferred on that day to the Money Market Fund.

                  (b) VALUATION. For purposes of the distribution of a Member's
         benefits, a Member's Account shall be valued as follows: Pursuant to
         subsection (a) above, all amounts in the Member's Account shall be
         invested in the Money Market Fund. The share balance of the Member's
         Account invested in that Fund shall equal the number of shares credited
         to the Member's Account as of the Valuation Date immediately preceding
         the date of benefit payment, including any shares of that Fund
         purchased on that Valuation Date as a result of the reinvestment
         required by subsection (a) above.


                                      -33-
<PAGE>

         The distribution value shall equal the share price as of the actual
         liquidation date multiplied by the number of shares.

         .3 ENTITLEMENT TO BENEFITS. A Member shall not be entitled to any
benefits until his right has been determined by the Benefits Committee or its
appointed representative pursuant to the terms of the Plan and until he has
given to the Benefits Committee or its appointed representative, in proper form,
the necessary data.

         .4 REQUIREMENTS CONCERNING DISTRIBUTIONS. All benefit distributions
under this Plan shall be subject to the following requirements:

                  (a) BEFORE DEATH.

                           (1) LAST DATE FOR COMMENCEMENT OF BENEFIT PAYMENTS.
                  Unless the Member elects otherwise, the payment of benefits to
                  a Member under this Plan shall commence not later than the
                  60th day after the close of the Plan Year in which the latest
                  of the following events occurs:

                                  (A) the Member attains his Normal Retirement
                           Age;

                                  (B) the tenth anniversary of the date on which
                           the Member commenced participation in the Plan; or

                                  (C) the termination of the Member's service
                           with the Company.

                           (2) ADDITIONAL RULE FOR COMMENCEMENT OF BENEFIT
                  PAYMENTS. As of the first "Distribution Calendar Year" (as
                  defined in subsection (d) below), the distribution of benefits
                  to each Member who is entitled to a benefit under the Plan
                  shall be made or shall commence not later than the Member's
                  Required Beginning Date.

                           (3) DURATION OF BENEFIT PAYMENTS. The distribution of
                  benefit payments to each Member shall be made, in accordance
                  with regulations prescribed by the Secretary of the Treasury:

                                  (A) over the life of the Member, or over the
                           lives of the Member and his designated Beneficiary;
                           or

                                  (B) over a period not extending beyond the
                           life expectancy of the Member or the joint life and
                           last survivor expectancy of the Member and his
                           designated Beneficiary;

                  provided that this paragraph shall not entitle any Member or
                  Beneficiary to any form of distribution not otherwise
                  available under the Plan.

                                      -34-
<PAGE>

                           (4) INCIDENTAL DEATH BENEFIT RULE. If the Member's
                  Beneficiary is a person other than the Member's Spouse, the
                  value of the payments to be made to the Member shall be more
                  than 50 percent of the value of the total payments to be made
                  to the Member and his Beneficiary. This paragraph shall be
                  administered so as to comply with the minimum distribution
                  incidental benefit requirements set forth in Prop. Treas. Reg.
                  ss. 1.401(a)(9)-2 or any successor thereto.

                  (b) AFTER DEATH

                           (1) DISTRIBUTIONS ALREADY BEGUN. If a Member dies on
                  or after his Required Beginning Date and after distribution of
                  his interest has begun under a method of distribution in
                  accordance with subsection (a)(3) above, the remaining portion
                  of such benefit shall be distributed at least as rapidly as
                  such benefit would have been distributed under such method as
                  of the date of the Member's death.

                           (2) FIVE-YEAR RULE FOR OTHER CASES. If a Member dies
                  before his Required Beginning Date and before distribution of
                  his benefit has commenced, and if any portion of the Member's
                  interest is payable to (or for the benefit of) his designated
                  Beneficiary, distribution may be made, in accordance with
                  regulations prescribed by the Secretary of the Treasury, over
                  the life of the designated Beneficiary or over a period not
                  extending beyond the life expectancy of his designated
                  Beneficiary; provided that such distribution commences not
                  later than the latest of:

                                  (A) December 31 of the year after the year of
                           the Member's death;

                                  (B) such later date as regulations of the
                           Secretary of the Treasury may prescribe; or

                                  (C) if the Member's designated Beneficiary is
                           his surviving Spouse, December 31 of the year in
                           which the Member would have attained age 70 1/2.

                  In any other case, the entire benefit of the Member shall be
                  distributed by December 31 of the year containing the fifth
                  anniversary of the date of his death.

                           (3) SPECIAL RULE FOR SURVIVING SPOUSE. For purposes
                  of paragraph (2) above, if the Member's designated Beneficiary
                  is his surviving Spouse and if such surviving Spouse dies
                  before distributions begin, then this subsection shall be
                  applied as if such surviving Spouse were the Member.

                  (c) RECALCULATION OF LIFE EXPECTANCY. The life expectancy of a
         Member and/or the life expectancy of the Member's Spouse shall not be
         recalculated for purposes of this Section.

                                      -35-
<PAGE>

                  (d) "DISTRIBUTION CALENDAR YEAR" shall mean a calendar year
         for which a minimum distribution is required. For distributions
         beginning before the Member's death, the first Distribution Calendar
         Year is the calendar year immediately preceding the calendar year which
         contains the Member's Required Beginning Date. For distributions
         beginning after the Member's death, the first Distribution Calendar
         Year is the calendar year in which distributions are required to begin
         under subsection (b) above.

                  (e) REGULATIONS CONTROL. Distributions under this Section
         shall be made in accordance with section 401(a)(9) of the Code and
         regulations issued thereunder. This Section and section 401(a)(9) of
         the Code shall take precedence over any distribution options in the
         Plan inconsistent with this Section or section 401(a)(9) of the Code.

                  (f) MISSING PARTICIPANT/BENEFICIARY. Notwithstanding the above
         and subject to Section 17.11, if the amount of the payment required
         otherwise to commence on a date determined under this Section or any
         other Section of the Plan cannot be ascertained by such date, or if the
         Benefits Committee or its appointed representative is unable to locate
         the Member or Beneficiary after making reasonable efforts to do so, a
         payment retroactive to such date may be made no later than 60 days
         after the later of (i) the earliest date on which the amount of such
         payment can be ascertained under the Plan or (ii) the earliest date on
         which the Member or Beneficiary is located.

         .5 DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS MADE FROM THIS
PLAN

                  (a) DIRECT ROLLOVERS. 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 Benefits Committee or its appointed
         representative, to have any portion of an eligible rollover
         distribution paid directly to an eligible retirement plan specified by
         the distributee in a direct rollover.

                  (b) DEFINITIONS

                           (1) Eligible rollover distribution: An eligible
        rollover distribution is any distribution of all or any portion of the
        balance to the credit of the distributee, except that an eligible
        rollover distribution does not include: any distribution that is one of
        a series of substantially equal periodic payments made (not less
        frequently than annually) for the life (or life expectancy) of the
        distributee or the joint lives (or joint life expectancies) of the
        distributee and the distributee's designated beneficiary, or for a
        specified period of 10 years or more; any distribution to the extent
        such distribution is required under section 401(a)(9) of the Code; and
        the portion of any distribution that is not includible in gross income
        (determined without regard to the exclusion for net unrealized
        appreciation with respect to employer securities).

                                      -36-
<PAGE>

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

                           (3) Distributee: A distributee includes 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 are distributees with regard to the interest of the
        Spouse or former spouse.

                           (4) Direct rollover: A direct rollover is a payment
        by the Plan to the eligible retirement plan specified by the
        distributee.

         .6 MEMBER'S CONSENT TO DISTRIBUTION OF BENEFITS

                  (a) Except as provided in subsections (b) and (c) below, the
         Benefits Committee or its appointed representative shall provide each
         Member, not more than 90 days and not fewer than 30 days prior to the
         date his Vested Interest is distributed to him, written notice of his
         right to defer receipt of the distribution until his Normal Retirement
         Age. Distribution shall not be made prior to the Member's Normal
         Retirement Age unless the Member affirmatively elects a distribution in
         writing on a form filed with the Benefits Committee or its appointed
         representative.

                  (b) The written notice described in subsection (a) above shall
         not apply to the distribution if (i) the Member receives an involuntary
         single-sum cash payment under Section 8.1, or (ii) the distribution is
         made on or after the Member's Normal Retirement Age.

                  (c) The distribution may be made or may commence fewer than 30
         days after the notice described in subsection (a) above is given to the
         Member, provided:

                           (1) the Benefits Committee or its appointed
                  representative clearly informs the Member that he has a right
                  to a period of at least 30 days after receiving the notice to
                  consider whether or not to elect the distribution (or, if
                  applicable, a particular distribution option); and

                           (2) the Member, after receiving the notice,
                  affirmatively elects the distribution.

                                      -37-
<PAGE>

                                   Article IX
                                   WITHDRAWALS

         .1 GENERAL RULES FOR ALL WITHDRAWALS. Subject to the requirements of
Sections 9.2 and 9.3, a Member may withdraw an amount from the Vested Interest
in his Member's Account upon prior written application to the Benefits Committee
or its appointed representative. However, the Benefits Committee (or its
representative) will not approve more than three withdrawal applications made by
a Member while an Employee (other than applications for hardship withdrawals of
Before-Tax Deposits) in any one calendar year. For purposes of all withdrawals,
the value of the Member's Vested Interest and the value of the withdrawal shall
be determined as of the date the Member's request for a withdrawal is approved
by the Benefits Committee or its appointed representative.

         .2 WITHDRAWALS OF OTHER THAN BEFORE-TAX DEPOSITS. The order of
withdrawals from the Member's Account (other than his Before-Tax Deposits
Account) shall be as follows:

                  (a) first, from the Member's After-Tax Deposits Account and
         from the after-tax portion (if any) of the Member's Transfer Account
         (excluding income and appreciation on both) attributable to pre-1987
         After-Tax Deposits or pre-1987 after-tax deposits to a plan from which
         the Member transferred assets under Section 3.18 or 16.2;

                  (b) second, pro rata (i) from the Member's After-Tax Deposits
         Account and the after-tax portion (if any) of the Member's Transfer
         Account attributable to post-1986 After-Tax Deposits or post-1986
         after-tax deposits to a plan from which the Member transferred assets
         under Section 3.18 and (ii) from the income and appreciation thereon;

                  (c) third, from the income and appreciation on the Member's
         pre-1987 After-Tax Deposits held in the Member's After-Tax Deposits
         Account and in the pre-1987 after-tax portion (if any) of the Member's
         Transfer Account;

                  (d) fourth, from the Member's vested Company Matching Account
         (see Section 5.5(b) concerning the later vesting of the Member's
         Company Matching Account); if the Member will not have attained at
         least age 59 1/2by the date of the withdrawal, the amount withdrawable
         from his vested Company Matching Account shall be limited to an amount
         which is not greater than the excess of the amount in that Account over
         the amount of Company Matching Contributions credited to that Account
         within the two-year period preceding the date his request for
         withdrawal is received by the Benefits Committee or its appointed
         representative; if the Member will have attained at least age 59 1/2by
         the date of the withdrawal, the preceding limitation shall be
         inapplicable;

                  (e) fifth, from the Member's Rollover Account; and

                                      -38-

<PAGE>

                  (f) last, from the Member's Transfer Account (except to the
         extent any assets in the Transfer Account are attributable to the
         Member's after-tax or before-tax deposits under the any plan from which
         the Member transferred assets under Section 3.18).

A Member who makes a withdrawal under this Section shall not incur any period of
suspension of participation.

         .3 WITHDRAWALS OF BEFORE-TAX DEPOSITS. A Member who has withdrawn the
full amount permitted under Section 9.2 may withdraw an amount from his
Before-Tax Deposits Account (and/or an amount from his Transfer Account
attributable to the Member's before-tax deposits under any plans from which the
Member transferred assets), subject to the following rules:

                  (a) HARDSHIP WITHDRAWAL BY MEMBER NOT AGE 59 1/2. If the
         Member will not have attained at least age 59 1/2 by the date of the
         withdrawal, he may withdraw an amount from the Accounts described above
         only on account of his financial hardship and only in accordance with
         the following rules:

                      (1) (A) The hardship must consist of an immediate and
                  heavy financial need of the Member; and

                          (B) the withdrawal requested must be necessary to
                  satisfy the financial need.

         Hardship withdrawals may not include earnings on the Member's
         Before-Tax Deposits which were not credited to the Member's Before-Tax
         Deposits Account as of December 31, 1988, or earlier.

                      (2) For purposes of paragraph (1) above, an immediate and
                  heavy financial need consists only of the following:

                           (A) expenses for medical care described in section
                  213(d) of the Code previously incurred by the Member, the
                  Member's Spouse, or any "dependents" of the Member (as defined
                  in section 152 of the Code), or amounts necessary for these
                  persons to obtain medical care described in section 213(d) of
                  the Code;

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

                           (C) the payment of tuition and related educational
                  fees for the next 12 months of post-secondary education for
                  the Member, his Spouse, his children, or his dependents (as
                  defined in section 152 of the Code);

                                      -39-

<PAGE>

                           (D) payments necessary to prevent the eviction of the
                  Member from his principal residence or foreclosure on the
                  mortgage on that residence;

                           (E) funeral expenses of a family member; or

                           (F) any other event deemed an immediate and heavy
                  financial need by the Commissioner of Internal Revenue in
                  revenue rulings, notices and other documents of general
                  applicability.

                      (3) A distribution is necessary to satisfy the financial
                  need if each of the following is met -

                           (A) The distribution is not in excess of the
                  amount of the immediate and heavy financial need of the
                  Member (including any amounts necessary to pay any federal,
                  state, or local income taxes or penalties reasonably
                  anticipated to result from the distribution).

                           (B) The Member has obtained all distributions,
                  other than hardship distributions, and all nontaxable (at
                  the time of the loan) loans currently available to the
                  Member under all plans maintained by any Affiliated Entity.

                           (C) After the receipt of a hardship withdrawal,
                  the Member shall be prohibited, under the terms of the
                  applicable plan or an otherwise legally enforceable
                  agreement, from making elective contributions to the Plan,
                  and all other plans maintained by the Company or an
                  Affiliated Entity for at least 12 months after receipt of
                  the hardship distribution.

                           (D) After receipt of a hardship withdrawal, the
                  Member shall be prohibited, under the terms of the
                  applicable plan or an otherwise legally enforceable
                  agreement, from making Before-Tax Deposits to the Plan, or
                  to any other plan maintained by an Affiliated Entity, for
                  the Member's taxable year immediately following the taxable
                  year of the hardship distribution, in excess of the
                  applicable limit under section 402(g) of the Code for such
                  next taxable year less the amount of such Member's
                  Before-Tax Deposits for the taxable year of the hardship
                  distribution.

                      (4) A Member's request for a hardship withdrawal must
                  be approved by the Benefits Committee or its appointed
                  representative and meet the Internal Revenue Service rules
                  under section 401(k) of the Code at the time of the
                  withdrawal.

                                      -40-
<PAGE>

                  (b) WITHDRAWAL BY MEMBER AGE 59 1/2. If the Member will have
         attained at least age 59 1/2 by the date of the withdrawal, he may
         withdraw any amount from the Vested Interest in his Accounts described
         above; a showing of financial hardship for a withdrawal from his
         Before-Tax Deposits shall not be required. However, the Benefits
         Committee (or its representative) will not approve more than three
         withdrawal applications, other than applications for hardship
         withdrawals of Before-Tax Deposits, by such a Member in any one
         calendar year.

                  (c) NO SUSPENSION. A Member who makes a withdrawal under
         subsection (b) above may continue to make Before-Tax and After-Tax
         Deposits and continue to receive Company Matching Contributions after
         the withdrawal.


                                    Article X
                                      LOANS

         .1 PURPOSE. A Member in the service of the Company (or any other
terminated Member, or Beneficiary, who is a party in interest to the Plan under
section 3(14) of ERISA) may borrow from his Member's Account for (i) general
purposes or (ii) the purchase of the Member's principal residence. For purposes
of this Article, the term "Member" shall include any terminated Member or
Beneficiary to whom Plan loans are available, except where the context otherwise
requires.

         .2 AMOUNT

                  (a) A Member described in Section 10.1 may borrow from his
         Member's Account not less than a minimum amount of $500. The total
         amount of any loan (when added to the outstanding balance of all other
         loans to the Member under the Plan) shall not exceed the lesser of:

                           (1) $50,000 (reduced by the excess (if any) of (i)
                  the highest outstanding balance of loans from the Plan during
                  the one-year period ending on the day before the date on which
                  the loan is made, over (ii) the outstanding balance of loans
                  from the Plan on the date on which the loan is made); or

                           (2) one-half of the amount of his Vested Interest.

                  (b) For purposes of this Section, in determining the value of
         a Member's Vested Interest, a Member's Account shall be valued as of
         the date the Member's request for a loan is approved or denied by the
         Benefits Committee or its appointed representative.

         .3 INTEREST. Each loan shall bear a rate of interest which is equal to
the prime lending rate, as reported in THE WALL STREET JOURNAL on the first
business day of the month in which the loan is made, plus one percentage point,
or such other rate as is determined by the


                                      -41-
<PAGE>

Benefits Committee or its appointed representative to ensure that the rate of
interest is commensurate with the prevailing interest rate in effect for
comparable loans at one or more banks in the community. The interest rate and
other terms of the loan shall be fixed at the time the loan is made.

         .4 ORDERING RULES. The Member may designate the Member's Accounts and
Investment Funds from which the loan proceeds are to be taken. If the Member
fails to designate the Member's Accounts from which the loan proceeds are to be
taken, the loan proceeds shall be taken pro rata from the Investment Funds in
which the Member's Accounts are invested. Amounts repaid on the loan shall be
allocated as provided in Section 10.9(c). Any loan to a Member shall be
considered an earmarked investment of the Member's Account.

         .5 TERM. The term of a loan under this Article shall be in whole years
and shall not be less than one year nor more than five years, except that in the
case of a loan by a Member in order to purchase a principal residence for
himself, the term of the loan shall not exceed 20 years.

         .6 REPAYMENT. Repayment of a loan under this Article and payment of
interest thereon shall be accomplished by biweekly payroll deduction from the
wages of the Member while the Member is in the service of the Company. Payments
under all loans approved by the Benefits Committee or its appointed
representative shall be made according to an amortization schedule established
by the Benefits Committee or its appointed representative. Payment shall
commence as promptly as practicable following the date on which the loan
proceeds are received by the Member.

A Member shall have the right to repay the entire outstanding principal balance
of the loan without penalty at any time. In addition, if the Member terminates
employment prior to the repayment of the loan, the Member shall, at that time,
have the right to repay the entire outstanding principal balance (plus any
unpaid interest due thereon) without penalty, or (except in the case of a
terminated Member described in Section 10.1) choose to have the loan placed in
default. As an alternative, a Member who terminates employment may repay a
portion of the outstanding balance (plus any unpaid interest due on the
outstanding balance), and (except in the case of a terminated Member eligible
for a loan as described in Section 10.1) choose to have the remaining balance
placed in default. Upon default, either at that time or later in the case of a
terminated Member eligible for a loan as described in Section 10.1, the Benefits
Committee or its appointed representative shall deem the loan as constituting a
distribution to the Member. The outstanding balance of the loan (and any unpaid
interest due thereon) shall be subtracted from any distribution to the Member
under Section 8.1, and shall constitute an additional, noncash distribution to
the Member.

         .7 SECURITY. Any loan to a Member under the Plan shall be secured by
the pledge of all of the Member's right, title, and interest in the Trust Fund;
provided that, immediately after the granting or renewing of the loan, not more
than 50 percent of the Vested Interest of the Member or Beneficiary shall be
used as security for the outstanding balance of the loan. The pledge shall be
evidenced by the execution of a promissory note by the Member providing that, in
the event of any default by the Member on a loan repayment, the Benefits
Committee or its appointed representative shall be authorized (to the extent
permitted by law) to deduct the amount of the loan outstanding and any unpaid
interest due thereon from the Member's wages or salary to be thereafter paid by
the Company (in the case of an active Member), to enforce the Plan's security
interest in the Member or Beneficiary's Accrued Benefit,


                                      -42-
<PAGE>

and to take any and all other actions necessary and appropriate to enforce the
collection of the unpaid loan.

         .8 DEFAULT

                  (a) FAILURE TO MAKE PAYMENT. A default shall occur if the
         Member fails to make any payment due under the terms of the loan by the
         end of the calendar quarter following the calendar quarter during which
         such payment is due. In the event of a default by a Member on a loan
         repayment, all remaining payments of the loan shall be immediately due
         and payable. In the case of any active Member who is not entitled to a
         distribution under Article VIII or a withdrawal under Article IX, the
         Benefits Committee or its appointed representative shall, to the extent
         permitted by law, deduct the total amount of the loan outstanding and
         any unpaid interest due thereon from the wages or salaries payable to
         the Member by the Company to the extent permitted by the Member's
         promissory note. In the case of any Member who is entitled to a
         distribution under Article VIII or a withdrawal under Article IX at the
         time of the default, the Trustee shall deduct the total amount of the
         loan outstanding and any unpaid interest due thereon from the
         distribution or withdrawal in order to satisfy the amount due to the
         extent possible. In the case of a borrower who is not entitled to a
         distribution or withdrawal at the time of the default, the Trustee
         shall delay enforcement of the Plan's security interest in the
         borrower's Account. In addition, the Benefits Committee or its
         appointed representative shall take any and all other actions necessary
         and appropriate to enforce the collection of the unpaid loan.

                  (b) LEAVE OF ABSENCE. If the Member ceases to be actively
         employed and receiving a Salary before the loan is repaid, as, for
         example, in the event of a leave of absence or disability leave, the
         Benefits Committee or its appointed representative may permit the
         Member to continue to make loan repayments or may, in its discretion
         and pursuant to Prop. Treas. Reg.ss.1.72(p)-1 and any successor
         thereto, permit a Member to stop making regular loan repayments while
         on an unpaid leave of absence for a period of not more than 12 months.
         Notwithstanding the foregoing, the loan must be repaid by the latest
         date permitted under section 72(p)(2)(B) of the Code and the
         installments due after the leave ends (or, if earlier, after the first
         12 months of the leave), must not be less than those required under the
         terms of the original loan.

                  (c) SEPARATION FROM SERVICE. If the Member separates from
         service, and if, following such separation, the Member is no longer a
         party in interest to the Plan, the loan shall be accelerated, and the
         unpaid balance of the loan, and accrued interest thereon, shall be
         deducted from the amount of any benefits which become payable to or on
         behalf of the Member under the Plan.


                                      -43-
<PAGE>

         .9 ADMINISTRATION

                  (a) Loan requests shall be made by a Member in accordance with
         procedures established by the Benefits Committee or its appointed
         representative which may include provision for an administrative loan
         fee to be paid by the Member.

                  (b) A Member may have no more than three loans outstanding at
         any time.

                  (c) Interest on and repayments of the principal of a Member's
         loan shall be allocated to the accounts in the Member's Account from
         which the loan proceeds were taken under Section 10.4. Such interest
         and repayments shall be invested in accordance with the Member's
         investment election then in effect.

                  (d) The Benefits Committee or its appointed representative may
         establish such further rules and limitations as it deems appropriate.

                  (e) All loans shall (i) be available to all eligible Members
         on a reasonably equivalent basis; (ii) not be made available to
         eligible Members who are Highly Compensated Employees in an amount
         greater than the amount made available to other eligible Members; and
         (iii) be made in accordance with this Article.


                                   Article XI
                                 ADMINISTRATION

         .1 BENEFITS COMMITTEE. This Plan shall be administered by a Benefits
Committee which shall be appointed by the Chief Executive Officer of CGU and
shall consist of a Chairman and such additional members as the said officer
shall from time to time determine. Each member of the Benefits Committee shall
be appointed for such term as the appointing officer shall specify. Any member
of the Benefits Committee may resign by delivering his written resignation to
the said Chief Executive Officer and to the other members of the Benefits
Committee. The said Chief Executive Officer may remove any member of the
Benefits Committee with or without cause by giving written notice to the member
so removed and to the other members of the Benefits Committee. Any members of
the Benefits Committee who are Employees shall not receive Compensation with
respect to their services for the Committee. The members of the Benefits
Committee shall be bonded in accordance with law, and the cost thereof shall be
paid by CGU.

         .2 QUORUM. The Benefits Committee shall act by a majority vote. A
quorum to do business shall be at least half of those who are then members. Any
written instrument signed by a majority of the members of the Benefits Committee
or by any member of such committee who has been authorized to act on behalf of
the Benefits Committee shall have the same force and effect as a formal
resolution adopted in open meeting.


                                      -44-
<PAGE>

         .3 ADMINISTRATIVE RULES. Subject to the terms of this Plan, the
Benefits Committee may, in its discretion, set and change its rules for
transacting business and administering the Plan.

         .4 AUTHORITY AND ADMINISTRATIVE AND PROFESSIONAL ASSISTANCE. The
Benefits Committee members shall elect a Secretary who need not be a member of
the Benefits Committee. The Benefits Committee members may:

                  (a) appoint, from their members, such committees with such
         powers as they shall determine;

                  (b) authorize agents and/or appoint representatives to execute
         or deliver instruments on their behalf or to do any other acts
         necessary and proper to the administration of the Plan; and

                  (c) employ counsel, agents, and purveyors of clerical,
         medical, actuarial, and other expert services which the Benefits
         Committee deems necessary or appropriate to its administration of the
         Plan.

In addition to the foregoing powers and duties, the Benefits Committee shall
have the duty to establish reasonable procedures for determining the qualified
status of domestic relations orders which relate to the Plan, as provided in
section 414(p) of the Code.

         .5 DECISION OF BENEFITS COMMITTEE. The Benefits Committee and its
appointed representative shall have sole discretion to carry out the
responsibilities of the Benefits Committee under this Article to construe and
interpret the provisions of the Plan and to determine all questions concerning
benefit entitlements, including the power to construe and determine disputed or
doubtful terms, to reconcile and correct any errors or inconsistencies in the
Plan, and to supply any omissions therein. To the maximum extent permissible
under law, the determinations of the Benefits Committee and/or its appointed
representative on all such matters shall be final and binding upon all persons
involved.

         .6 ACCOUNTING. The Benefits Committee or its appointed representative
shall provide for keeping such accounts as it deems necessary and proper.

         .7 CLAIMS PROCEDURE. The procedure for presenting claims under the Plan
and appealing denials thereof shall be as follows, subject, however, to such
modifications consistent with ERISA as the Benefits Committee or its appointed
representative may deem necessary or desirable in the circumstances:

                  (a) FILING OF CLAIMS. Any Member, surviving Spouse, or
         Beneficiary (the "claimant") may file a written claim for a Plan
         benefit with the Human Resources Department of CGU.

                  (b) NOTICE OF DENIAL OF CLAIM. In the event of a denial or
         limitation of any benefit or payment due to or requested by any
         claimant, the claimant shall be given a


                                      -45-
<PAGE>

         written notification containing specific reasons for the denial or
         limitation of his benefit. The written notification shall contain
         specific reference to the pertinent Plan provisions on which the denial
         or limitation of benefits is based. In addition, it shall contain a
         description of any additional material or information necessary for the
         claimant to perfect a claim and an explanation of why such material or
         information is necessary. Further, the notification shall provide
         appropriate information as to the steps to be taken if the claimant
         wishes to submit his claim for review.

         This written notification shall be given to the claimant within 90 days
         after receipt of his claim by the Human Resources Department of CGU
         unless special circumstances require an extension of time for
         processing, in which case written notice of the extension shall be
         furnished to the claimant prior to the termination of the original
         90-day period, and such notice shall indicate the special circumstances
         which make the postponement appropriate. In no event may such extension
         exceed a total of 180 days from the date of the original receipt of the
         claim.

                  (c) RIGHT OF REVIEW. In the event of a denial or limitation of
         benefits, the claimant or his duly authorized representative shall be
         permitted to review the pertinent documents and to submit to the Human
         Resources Department of CGU issues and comments in writing. In
         addition, the claimant or his duly authorized representative may make a
         written request for a full and fair review of his claim and its denial
         or limitation by the Benefits Committee or its appointed
         representative. Such written request must be received by the Benefits
         Committee or its appointed representative (or its delegate) within 60
         days after receipt by the claimant of written notification of the
         denial or limitation of the claim. The 60-day requirement may be waived
         by the Benefits Committee or its appointed representative in
         appropriate cases.

                  (d) DECISION ON REVIEW.

                           (1) A decision shall be rendered by the Benefits
                  Committee or its appointed representative within 60 days after
                  the receipt of the request for review. However, where special
                  circumstances make a longer period for decision necessary or
                  appropriate, the Benefits Committee or its appointed
                  representative's decision may be postponed on written notice
                  to the claimant (prior to the expiration of the initial 60-day
                  period) for an additional 60 days. In no event shall the
                  Benefits Committee or its appointed representative's decision
                  be rendered more than 120 days after the receipt of such
                  request for review.

                           (2) Notwithstanding paragraph (1) above, if the
                  Benefits Committee or its appointed representative holds
                  regularly scheduled meetings at least quarterly to review such
                  appeals, a claimant's request for review will be acted upon at
                  the meeting immediately following the receipt of the
                  claimant's request unless such request is filed within 30 days
                  preceding such meeting. In such instance, the decision shall
                  be made no later than the date of the second meeting following
                  the Benefits Committee or its appointed representative's
                  receipt of such request. If special circumstances (such as a
                  need to hold a hearing) require a further extension of time
                  for processing a request, a decision shall be rendered not

                                      -46-
<PAGE>

                  later than the third meeting of the Benefits Committee or its
                  appointed representative following the receipt of such request
                  for review, and written notice of the extension shall be
                  furnished to the claimant prior to the commencement of the
                  extension.

                           (3) Any decision by the Benefits Committee or its
                  appointed representative shall be furnished to the claimant in
                  writing in a manner calculated to be understood by the
                  claimant and shall set forth the specific reason or reasons
                  for the decision and the specific Plan provisions on which the
                  decision is based.

                  (e) DEEMED DENIAL. If a decision is not rendered within the
         time period prescribed in subsection (b) or (d) above, such claim shall
         be deemed denied.

                  (f) REGULATIONS. It is intended that the claims procedure of
         this Plan be administered in accordance with the claims procedure
         regulations of the Department of Labor set forth in 29 CFR
         ss.2560.503.1.

         .8 PLAN RECORDS. The Benefits Committee or its appointed representative
shall maintain records containing all relevant data pertaining to Members and
their rights under the Plan. Records pertaining solely to a particular Member
shall be made available to him for examination during business hours upon
request.

         .9 FUNDING POLICY. The Benefits Committee or its appointed
representative shall inform the Trustee as to the specific Investment Funds
available for investment under the Plan and regarding any discontinued or
additional Investment Funds. The Benefits Committee or its appointed
representative shall also inform the Trustee should investments under the Plan
no longer be Member-directed.

         .10 COMPENSATION. Benefits Committee members shall serve without
compensation, but the Company shall pay or reimburse them for reasonable
expenses incurred in performing their duties.

         .11 LIABILITY OF MEMBERS OF THE COMMITTEE. The members of the Benefits
Committee shall use reasonable care and diligence in the performance of their
duties under the Plan, but no member of such committee shall be personally
liable on account of any act or omission to act unless such act or omission was
the result of his own gross negligence or willful misconduct, or constituted a
breach of fiduciary responsibility under law, nor for any mistake in judgment
made in good faith, nor for any loss whatever unless resulting from his own
gross negligence or willful misconduct, or breach of fiduciary responsibility,
and no member of the Benefits Committee shall be liable for any neglect,
omission or wrongdoing of any person furnishing services or advice to or for the
Benefits Committee, provided that reasonable care shall have been exercised in
his selection. The Benefits Committee and any member or agent thereof shall be
fully protected in relying upon the advice of any attorney insofar as legal
matters are concerned, any accountant insofar as accounting matters are
concerned, and any actuary

                                      -47-

<PAGE>

insofar as actuarial matters are concerned. The Company shall indemnify by
insurance or otherwise and save harmless the Benefits Committee and each member
thereof against all losses, expenses, and liability arising out of any act or
failure to act taken or decided upon in good faith by the Benefits Committee or
any member thereof.


                                  Article XII
                                   TRUST FUND

         .1 TRUST AGREEMENT. Contributions to the Plan shall be put in trust
with a trustee or trustees selected by the Board of Directors, under a Trust
Agreement which shall provide that the Trust Fund is to be held, managed, and
disposed of by the Trustee in accordance with the terms of such Agreement.

         .2 EXCLUSIVE BENEFIT RULE. The Trust Agreement shall provide that no
part of the corpus of the Trust Fund or income thereon shall, at any time prior
to the satisfaction of all liabilities with respect to Members and their Spouses
and Beneficiaries under the Trust established under the Plan, be used for, or
diverted to, purposes other than for the exclusive benefit of Members or their
Spouses or Beneficiaries (except as provided in Section 3.15); and it may
contain such other provisions relating to the custody, management, and
disposition of the funds and assets of the Plan by the Trustee as shall be
deemed advisable by the Board of Directors.


                                  Article XIII
                   AMENDMENTS, DISCONTINUANCE, AND TERMINATION

         .1 AMENDMENT.

                  (a) The Chief Executive Officer of CGU may approve and execute
         changes of a technical nature to the Plan which do not materially
         affect the substance thereof and which, in the opinion of the Chief
         Executive Officer, are necessary and desirable. In addition, the Chief
         Executive Officer may approve and execute any amendment to the Plan
         that may be necessary to conform the Plan to the requirements of the
         District Director of Internal Revenue. This Plan may also be amended
         for any reason by the Board of Directors if the Plan, as amended,
         continues to be for the exclusive benefit of Members and their
         Beneficiaries. Any amendment to the Plan shall be subject to
         subsections (b) through (d) below.

                  (b) No amendment shall reduce the accrued benefit of any
         Member. For purposes of this Section, an amendment which has the effect
         of (i) eliminating or reducing an early retirement benefit or a
         retirement-type subsidy, or (ii) eliminating an optional form of
         benefit, with respect to benefits attributable to service before the
         amendment, shall be treated as reducing accrued benefits as provided in
         section 411(d)(6) of the Code and the regulations thereunder.

                                      -48-

<PAGE>

                  (c) In the case of an Employee who is a Member on (i) the date
         the amendment is adopted, or (ii) the date the amendment is effective,
         if later, no amendment shall cause the nonforfeitable percentage
         (determined as of the date specified in (i) or (ii)) of such Member's
         right to his Accrued Benefit to be less than his percentage computed
         under the Plan without regard to such amendment.

                  (d) No amendment shall cause the computation of a Member's
         nonforfeitable percentage to be directly or indirectly affected unless
         a Member with three or more Years of Vesting Service is permitted to
         elect, within 60 days after the latest of (i) the date the amendment is
         adopted, (ii) the date the amendment becomes effective, or (iii) the
         date written notification of the amendment is issued to the Member, to
         have his nonforfeitable percentage computed under the Plan without
         regard to such amendment; provided, however, that no election shall be
         given to any Member whose nonforfeitable percentage under the Plan, as
         amended, cannot at any time be less than such percentage determined
         without regard to such amendment.

         .2 POWER OF DISCONTINUANCE AND TERMINATION. The Board of Directors
intends to continue the Plan indefinitely, but reserves the right to discontinue
it at any time. The discontinuance of the Plan by the Board of Directors shall
not entitle the Company to the return of any part of the Fund or any part
thereof set aside for Members pursuant to the Plan. If the Plan is terminated or
partially terminated or contributions are permanently discontinued, the total
amounts then standing to the accounts of affected Members in the employ of the
Company shall immediately vest.

Upon final termination of the Trust, at such time as shall be determined by the
Board of Directors, the Benefits Committee or its appointed representative shall
direct the Trustee to liquidate the assets held in the Member's Accounts and,
after payment of all expenses and proportional adjustment of each Member's
Account to reflect income or losses to the date of termination, to distribute
the balance of each Member's Account to each Member or retired Member, or, if
appropriate, to the Member's Beneficiary. The Trustee, at the direction of the
Benefits Committee or its appointed representative, shall make payment of such
amounts in accordance with Section 8.1, no later than the time prescribed for
the commencement of such payments provided in Section 8.4.
In the case of any distributee described herein at the time of distribution upon
termination of the Plan or Trust whose whereabouts are unknown, the Benefits
Committee or its appointed representative shall notify such individual at the
last known address by certified mail with return receipt requested advising such
individual of the right to such a benefit. If the distributee cannot be located
in this manner, the Trustee shall establish a savings account for the
individual's benefit in which the individual's Member's Account balance shall be
deposited. Upon the distribution of all Plan assets, the Trustee shall be
discharged from all obligations under the Plan and Trust, and no Member or

Beneficiary shall have any further rights or claims thereunder.

Notwithstanding the foregoing, amounts credited to a Member's Before-Tax
Deposits Account shall not be distributed prior to the Member's attainment of
age 59 1/2, separation from service (within the meaning of Article V), Total
Disability, death, or financial hardship (within the meaning of Section 9.3(a)),
except as a "lump-sum distribution" (as defined in section 401(k)(10)(B)(ii) of
the Code) upon the termination of the Plan without the establishment or
maintenance by the Company or another Affiliated Entity of a successor plan
(within the meaning of section 401(k)(10)(A)(i) of the Code and Treas. Reg.
ss.1.401(k)-1(d)(3)).

         .3 LIABILITIES. The Company shall have no liability for payments under
the Plan, except to pay over the contributions required by Article III, and
shall have no liability for the

                                      -49-

<PAGE>

administration of the Trust Fund. Each Member and each Beneficiary shall look
solely to the Trust Fund for any payments under the Plan.

         .4 MERGER, CONSOLIDATION, OR TRANSFER. This Plan shall not be merged or
consolidated with, nor shall any assets or liabilities be transferred to, any
other plan, unless the benefits payable to each Member, if the Plan were
terminated immediately after such action, would be equal to or greater than the
benefits to which such Member would have been entitled if this Plan or the other
plan had been terminated immediately before such action.


                                  Article XIV
                              TOP-HEAVY PROVISIONS

         .1 TOP-HEAVY DEFINITIONS.

                  (a) "DETERMINATION DATE" - With respect to any Plan Year, the
         last day of the preceding Plan Year.

                  (b) "DETERMINATION PERIOD" - With respect to any Plan Year,
         the Plan Year containing the determination date and the four preceding
         Plan Years.

                  (c) "KEY EMPLOYEE" - Effective January 1, 1989, any Employee
         or former Employee (and the Beneficiaries of such Employee) who at any
         time during a Plan Year included in the determination period was:

                           (1) an officer of the Company and the other
                  Affiliated Entities having an annual Total Compensation
                  greater than 50 percent of the amount in effect under section
                  415(b)(1)(A) of the Code for such Plan Year;

                           (2) one of the 10 Employees having an annual Total
                  Compensation from the Company and the other Affiliated
                  Entities greater than the amount in effect under section
                  415(c)(1)(A) of the Code and owning (or considered as owning
                  within the meaning of section 318 of the Code) both more than
                  a 1/2-percent interest and the largest interests in the
                  Company or any other Affiliated Entity;

                           (3) a five-percent owner of the Company or any other
                  Affiliated Entity; or

                           (4) a one-percent owner of the Company or any other
                  Affiliated Entity having an annual Total Compensation from the
                  Company of more than $150,000.

         For purposes of paragraph (1) above, no more than 50 Employees (or, if
         fewer, the greater of three or 10 percent of the Employees) shall be
         treated as officers. The determination of who is a key Employee shall
         be made in accordance with section 416(i) of the Code and regulations
         thereunder.

                                      -50-
<PAGE>

                  (d) "NON-KEY EMPLOYEE" - Any Employee who is not a key
         Employee.

                  (e) "PERMISSIVE AGGREGATION GROUP" - With respect to any Plan
         Year, the required aggregation group plus any other defined benefit
         plan or defined contribution plan which the Company elects to include,
         provided such permissive aggregation group meets the requirements of
         sections 401(a)(4) and 410 of the Code with such defined benefit plan
         or defined contribution plan being taken into account.

                  (f) "REQUIRED AGGREGATION GROUP" - With respect to any Plan
         Year:

                           (1) each defined benefit plan and each defined
                  contribution plan of the Company in which a key Employee is a
                  participant or was a participant at any time during the
                  determination period (regardless of whether the plan has been
                  terminated); and

                           (2) each other defined benefit plan and each other
                  defined contribution plan of the Company which, during the
                  determination period, enables any defined benefit plan or
                  defined contribution plan described in subparagraph (1) above
                  to meet the requirements of section 401(a)(4) or 410 of the
                  Code.

                  (g) "TOP-HEAVY PLAN" - For any Plan Year beginning on or after
         January 1, 1984, this Plan, if:

                           (1) this Plan is not part of a required or permissive
                  aggregation group, and the top-heavy ratio for the Plan
                  exceeds 60 percent;

                           (2) this Plan is part of a required aggregation group
                  and not part of a permissive aggregation group, and the
                  top-heavy ratio for the required aggregation group exceeds 60
                  percent; or

                           (3) this Plan is part of a required aggregation group
                  and part of a permissive aggregation group, and the top-heavy
                  ratio for the permissive aggregation group exceeds 60 percent.

                  (h) "TOP-HEAVY RATIO" - A fraction. The numerator of the
         fraction is the sum of the account balances of all key Employees under
         the Plan, or, if the Plan is a member of a required or permissive
         aggregation group, the present values of accrued benefits under all
         defined benefit plans in the required or permissive aggregation group
         (hereinafter the "aggregation group"), plus the sum of the account
         balances of all key Employees under all defined contributions plans in
         the aggregation group, as of the determination date. The denominator of
         the fraction is a similar sum determined for all Employees. For
         purposes of determining the fraction, the numerator and denominator
         shall include any part of any accrued benefit or account balance
         distributed in the determination period. If any individual (i) is not a
         key Employee but was a key Employee in a prior Plan Year, or (ii) with
         respect to Plan Years beginning after December 31,


                                      -51-
<PAGE>

         1984, has not been credited with at least one Hour of Service with the
         Company at any time during the determination period, any accrued
         benefit or account balance of, or distribution to, such individual
         shall not be taken into account.

                           For purposes of this subsection, the accrued benefit
         of a Non-key Employee shall be determined under (i) the method, if any,
         that uniformly applies for accrual purposes under all plans maintained
         by the Affiliated Entities, or (ii) if there is no such method, as if
         such benefit accrued not more rapidly than the lowest accrual rate
         permitted under the fractional accrual rate of section 411(b)(1)(C) of
         the Code. For purposes of this subsection, the actuarial equivalent
         present values of accrued benefits and the sum of account balances
         shall be determined as of the most recent valuation date that falls
         within the 12-month period ending on the determination date. The
         calculation of the top-heavy ratio shall be made in accordance with
         section 416 of the Code and the regulations thereunder.

                  (i) "VALUATION DATE" - With respect to this Plan, the last
         day of the Plan Year.

         .2 TOP-HEAVY RULES. Notwithstanding any other provision of the Plan,
the following rules shall apply for any Plan Year in which the Plan is
determined to be a top-heavy plan:

                  (a) MINIMUM BENEFIT. The minimum benefit requirement
         applicable to top-heavy plans shall be provided under the Pension Plan.
         Each Member of this Plan who is a non-key Employee, is not covered
         under the Pension Plan, and is an Employee on the last day of the Plan
         Year shall be entitled to a minimum allocation of Company contributions
         under this Plan. Such minimum allocation shall not be less than the
         lesser of (i) three percent of such Member's Limitation Compensation
         for such Plan Year or (ii) the largest percentage of the Company
         contributions, Forfeitures and Before-Tax Deposits allocated on behalf
         of any key Employee under the Plan for such Plan Year as a percentage
         of the first $150,000 (as adjusted by the Commissioner of Internal
         Revenue for increases in the cost of living pursuant to section
         401(a)(17)(B) of the Code) of the key Employee's Limitation
         Compensation.

         Company Matching Contributions (but not Before-Tax Deposits) for
         non-key Employees may be used to satisfy the minimum allocation under
         this subsection. However, Company Matching Contributions which are
         counted toward such minimum allocation shall not be taken into account
         for purposes of Section 3.5, and must separately meet the requirements
         of section 401(a)(4) of the Code. A non-key Employee who is a Member
         shall not fail to receive a minimum allocation because (i) he has
         failed to complete 1,000 Hours of Service for the Plan Year, or (ii) he
         has failed to make mandatory contributions under the Plan.

                  (b) IMPACT ON MAXIMUM BENEFITS. For any Plan Year beginning
         prior to January 1, 2000, in which the Plan is a top-heavy plan,
         Section 3.14 shall be applied by substituting the number "1.00" for the
         number "1.25" wherever such number appears in sections 415(e)(2) and
         415(e)(3) of the Code.


                                      -52-
<PAGE>

                                   Article XV
                     RELATING TO THE PARTICIPATING EMPLOYERS

         .1 ACTION BY BOARD OF DIRECTORS. Any action required or permitted to be
taken under the Plan by the Company shall be by resolution of the Board of
Directors or by a duly authorized committee of the Board of Directors or by a
person or persons authorized by resolution of the Board of Directors or of such
committee. Each participating employer under Section 15.2 appoints the Board of
Directors as its agent to exercise on its behalf any action required or
permitted to be taken under the Plan by the Company.

         .2 PARTICIPATING EMPLOYERS. Any Affiliated Entity, with the consent of
the Board of Directors, may adopt the Plan and become a participating employer
thereunder:

                  (a) by filing with the Board of Directors, the Benefits
         Committee or its appointed representative, and the Trustee a certified
         copy of a resolution of that company's board of directors (or other
         governing body) providing for its adoption of the Plan and stating its
         election to become a party to the Trust; and

                  (b) by filing with the Benefits Committee or its appointed
         representative and the Trustee a certified copy of a resolution of the
         Board of Directors providing for its consent to such adoption.


                                  Article XVI
                        MERGER OF COMMERCIAL UNION PLAN;
                      SPECIAL PROVISIONS REGARDING CNA PLAN

         .1 MERGER OF PLANS. Effective January 1, 1999, the Commercial Union
Plan and the trust thereunder shall be merged with and into this Plan and Trust.
Upon the merger, the account balance of each member of the Commercial Union Plan
shall be transferred to this Plan in the manner described in Section 16.2.

         .2 TRANSFER OF COMMERCIAL UNION PLAN ACCOUNTS. Effective January 1,
1999, except as otherwise provided in Section 16.3, the amounts in Members'
Commercial Union Plan accounts shall be transferred to the corresponding
accounts under this Plan in the following manner:

                  (a) Any amounts in a Member's subaccount consisting of pre-tax
         Participant Contributions and earnings thereon shall be transferred to
         his Before-Tax Deposits Account.

                  (b) Any amounts in a Member's subaccount consisting of
         after-tax Participant Contributions and earnings thereon shall be
         transferred to his After-Tax Deposits Account.


                                      -53-

<PAGE>

                  (c) Any amounts in a Member's subaccount consisting of
         Companies Contributions and earnings thereon shall be transferred to
         his Company Matching Account.

Effective January 1, 1999, the transferred amounts described above shall be
maintained, and shall be subject to distribution, withdrawal, or pledge as
security for a loan, in accordance with the provisions of this Plan applicable
to the particular type of Account to which such amounts were transferred. Any
individual who, as of December 31, 1998, had a vested right to receive a
deferred benefit from the Commercial Union Plan shall receive such benefit from
his Member's Accounts in this Plan in accordance with the applicable provisions
of the Commercial Union Plan. Notwithstanding the foregoing, all distributions
from this Plan are subject to the applicable requirements of Section 8.4.

         .3 TRANSFER OF CNA PLAN AMOUNTS. On or about December 30, 1997, certain
amounts were transferred to the Commercial Union Plan from the CNA Employees'
Savings Plan (the "CNA Plan") with respect to members of the Commercial Union
Plan who had previously participated in the CNA Plan. Effective January 1, 1999,
the amounts in Members' Commercial Union Plan accounts attributable to amounts
transferred from the CNA Plan to the Commercial Union Plan shall be transferred
to separate subaccounts (the "CNA Subaccounts") under this Plan in the following
manner:

                  (a) Any amounts attributable to a Member's "Deferred Account"
         under the CNA Plan shall be transferred to his Before-Tax Deposits
         Account and held in a separate subaccount thereunder.

                  (b) Any amounts attributable to a Member's "Regular Account"
         or "Additional Account" under the CNA Plan shall be transferred to his
         After-Tax Deposits Account and held in a separate subaccount
         thereunder.

                  (c) Any amounts attributable to a Member's "Employer Account"
         under the CNA Plan shall be transferred to his Company Matching Account
         and held in a separate subaccount thereunder.

                  (d) Any amounts attributable to a Member's "Rollover Account"
         under the CNA Plan shall be transferred to his Rollover Account and
         held in a separate subaccount thereunder.

Effective January 1, 1999, except as otherwise provided in this Article, the
transferred amounts described above shall be maintained, and shall be subject to
distribution, withdrawal, or pledge as security for a loan, in accordance with
the provisions of this Plan applicable to the particular type of Account to
which such amounts were transferred.

         .4 VESTING IN CNA SUBACCOUNTS. Notwithstanding the provisions of
Section 7.2, the following rules shall apply with respect to the amounts in a
Member's CNA Subaccounts:

                  (a) A Member shall have a 100 percent Vested Interest in
         amounts in his CNA Subaccounts if he terminates employment after
         completing at least five Years of Eligibility Service, if the sum of
         his age and Years of Eligibility Service (both determined in years and
         whole months) at the time of his termination of employment is at least
         65.


                                      -54-
<PAGE>

                  (b) A Member who was a participant in the CNA Plan on July 1,
         1983, shall have a 100 percent Vested Interest in the amounts in his
         CNA Subaccounts when he completes two Years of Vesting Service. Any
         other Member shall have a 100 percent Vested Interest in the amounts in
         his CNA Subaccounts attributable to contributions made prior to July 1,
         1983, when he completes two Years of Vesting Service.

                  (c) A Member who was an employee of Continental Insurance
         Company on December 31, 1995, shall have a 100 percent Vested Interest
         in the amounts in his CNA Subaccounts attributable to Continental
         Insurance Company Employer Account balance as of such date.

         .5 OPTIONAL METHODS OF PAYMENT FOR CNA SUBACCOUNTS. Subject to the
requirements of Sections 8.4, 16.6, and 16.7, and notwithstanding the provisions
of Sections 6.1 and 8.1, a Member (or Beneficiary of a Member) who was a
participant in the CNA Plan and who:

                  (a) terminates employment after completing at least five Years
         of Eligibility Service, if the sum of his age and Years of Eligibility
         Service (both determined in years and whole months) at the time of his
         termination of employment is at least 65;

                  (b) terminates employment after completing at least 10 Years
         of Eligibility Service and commences receiving his benefit at or after
         age 55;

                  (c) incurs a Total Disability; or

                  (d) dies,

may elect to receive the amounts in his Member's Accounts attributable to
amounts transferred from the CNA Plan in any annuity form which was available
under the CNA Plan as in effect immediately prior to such transfer.
Notwithstanding the foregoing, if the value of a Member's Vested Interest does
not exceed (and has not at the time of any prior distribution exceeded) $5,000,
the Member's Vested Interest shall be paid to him (or to his Beneficiary, in the
event of the Member's death) in the form of a single-sum cash payment from the
Trust Fund as soon as practicable after his separation from service in
accordance with Section 8.1.

         .6 QUALIFIED RETIREMENT ANNUITY. Notwithstanding any other provision of
the Plan, the following provisions shall apply with respect to amounts in a
Member's CNA Subaccounts if, on the Member's Benefit Commencement Date, his
Vested Interest exceeds (or at the time of any prior distribution exceeded)
$5,000, and if the Member elects to receive the amount in his CNA Subaccounts in
an annuity form under Section 16.5:

                  (a) DEFINITIONS. The following definitions shall apply for
         purposes of this Section:

                           (1) "BENEFIT COMMENCEMENT DATE" shall mean the first
                  day of the first period for which an amount is paid as an
                  annuity or in any other form under the Plan.


                                      -55-
<PAGE>

                           (2) "QUALIFIED RETIREMENT ANNUITY" shall mean:

                                  (A) In the case of a Member who is not married
                           on his Benefit Commencement Date, a single life
                           annuity; and

                                  (B) In the case of a Member who is married on
                           his Benefit Commencement Date, a survivorship life
                           annuity, where the surviving annuitant is the
                           Member's Spouse and the survivorship percentage is 50
                           percent.

                  The Qualified Retirement Annuity shall be in the amount that
                  can be purchased with the balance of the Member's CNA
                  Subaccounts.

                  (b) METHOD OF PAYMENT OF CNA SUBACCOUNTS

                           (1) AUTOMATIC FORM OF PAYMENT OF CNA SUBACCOUNTS.
                  Unless a Member subject to this Section elects, under
                  paragraph (2) below, an alternative method of payment, his CNA
                  Subaccounts shall be paid in the form of a Qualified
                  Retirement Annuity if the Member does not die prior to his
                  Benefit Commencement Date.

                           (2) ALTERNATIVE METHODS OF PAYMENT OF BENEFITS.
                  Subject to Section 8.4 (regarding minimum distributions), a
                  Member may elect, pursuant to a qualified election as
                  described in paragraph (3) below, not to receive his CNA
                  Subaccounts in the form of a Qualified Retirement Annuity, but
                  to have his CNA Subaccounts paid to him pursuant to any other
                  method of distribution permitted under Section 8.1 or Section
                  16.5.

                           (3) QUALIFIED ELECTION. A Member's election to
                  receive his CNA Subaccount in an alternative form under
                  paragraph (2) above shall be in the form of a waiver of the
                  Qualified Retirement Annuity made by delivering written
                  notice to the Benefits Committee or its authorized
                  representative during the 90-day period ending on the
                  Member's Benefit Commencement Date and, if the Member is
                  married, must be consented to by the Member's Spouse. The
                  Spouse's consent to a waiver must be irrevocable, must be
                  witnessed by the Benefits Committee or its authorized
                  representative or by a notary public, must be limited to a
                  benefit for a specific alternate Beneficiary (or a benefit
                  payable during the life of the Member), and must specify
                  the particular alternative form of benefit elected by the
                  Member. Notwithstanding this consent requirement, if the
                  Member establishes to the satisfaction of the Benefits
                  Committee or its authorized representative that written
                  consent cannot be obtained because there is no Spouse or
                  because the Member's Spouse cannot be located, the waiver
                  shall be deemed a qualified election. If the Spouse is
                  legally incompetent to give consent, the Spouse's legal
                  guardian may give consent, even if the guardian is the
                  Member. Also, if the Member is legally separated or has
                  been abandoned (within the meaning of local law) and the
                  Member has a court order to such effect, spousal consent
                  shall not be

                                      -56-
<PAGE>

                  required unless a qualified domestic relations order (as
                  defined in section 414(p) of the Code) provides otherwise. Any
                  consent necessary under this provision shall be valid only
                  with respect to the Spouse who signs the consent or, in the
                  event of a deemed qualified election, the designated Spouse
                  (if any). Additionally, a Member may revoke a prior waiver
                  without the consent of his Spouse at any time before his
                  Benefit Commencement Date. The number of revocations shall not
                  be limited. Any new waiver or change of the terms of a
                  specific consent shall require a new spousal consent.

                           (4) NOTICE REQUIREMENT

                                  (A) Except as provided in subparagraph (B)
                           below, the Benefits Committee or its authorized
                           representative shall provide each Member who becomes
                           subject to this Section, not more than 90 days and
                           not fewer than 30 days prior to his Benefit
                           Commencement Date, a written explanation of:

                                         (i) the terms and conditions of the
                                  Qualified Retirement Annuity, including a
                                  general description of the eligibility
                                  conditions and other material features of the
                                  optional forms of benefit and sufficient
                                  additional information to explain the relative
                                  values of the optional forms of benefit
                                  available under the Plan;

                                         (ii) the Member's right to make, and
                                  the effect of, an election to waive the
                                  Qualified Retirement Annuity;

                                         (iii) the rights of a Member's Spouse
                                  (if the Member is married); and

                                         (iv) the Member's right to make, and
                                  the effect of, a revocation of a previous
                                  election to waive the Qualified Retirement
                                  Annuity.

                                  (B) The following distributions of a Member's
                           CNA Subaccounts may commence fewer than 30 days after
                           the notice described in subparagraph (A) above is
                           given to the Member:

                                         (i) payment of a Member's CNA
                                  Subaccounts in the form of a Qualified
                                  Retirement Annuity on or after the Member's
                                  attainment of Normal Retirement Age; or

                                         (ii) any other payment of a Member's
                                  CNA Subaccounts, provided that:


                                      -57-
<PAGE>

                                            (aa) the Benefit Committee or its
                                            authorized representative clearly
                                            informs the Member that he has a
                                            right to a period of at least 30
                                            days after receiving the notice
                                            described in subparagraph (A) above
                                            to consider whether to waive the
                                            Qualified Retirement Annuity and
                                            consent to a form of distribution
                                            other than a Qualified Retirement
                                            Annuity;

                                            (bb) after receiving the notice
                                            described in subparagraph (A) above,
                                            the Member affirmatively elects a
                                            form of distribution (with spousal
                                            consent, if required under paragraph
                                            (3) above);

                                            (cc) the Member is permitted to
                                            revoke his affirmative election at
                                            least until his Benefit Commencement
                                            Date or, if later, at any time prior
                                            to the expiration of the seven-day
                                            period that begins the day after the
                                            notice described in subparagraph (A)
                                            above is provided to the Member;

                                            (dd) the Member's Benefit
                                            Commencement Date is after the date
                                            that the notice described in
                                            subparagraph (A) above is provided
                                            to the Member; and

                                            (ee) distribution of the Member's
                                            CNA Subaccounts in accordance with
                                            the Member's affirmative election
                                            does not commence before the
                                            expiration of the seven-day period
                                            that begins on the day after the
                                            notice described in subparagraph (A)
                                            above is provided to the Member.

                  (c) PROVISIONS APPLICABLE ONLY TO CNA SUBACCOUNTS. The
         provisions of this Section shall not apply to amounts in a Member's
         Accounts other than amounts in his CNA Subaccounts.

         .7 QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Notwithstanding any other
provision of the Plan, the following provisions shall apply with respect to
amounts in a Member's CNA Subaccounts if the Member dies after electing to
receive the amount in his CNA Subaccounts in an annuity form under Section 16.5
and if, on the Member's date of death, the Member has a Spouse to whom he has
been continuously married throughout the one-year period ending on the date of
his death and his Vested Accrued Benefit exceeds (or at the time of any prior
distribution exceeded) $5,000:

                  (a) QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless the
         Member makes an election in accordance with subsection (c) with his
         Spouse's consent, the Member's CNA Subaccounts shall be paid to his
         surviving Spouse in the form of a qualified preretirement survivor
         annuity or, if the Spouse so elects, in a single sum or in any other
         form permitted under Section 8.1. A qualified preretirement survivor
         annuity is a life annuity payable to the surviving Spouse in the amount
         which can be purchased with the balance of the Member's CNA
         Subaccounts.

                  (b) COMMENCEMENT OF PAYMENTS. The qualified preretirement
         survivor annuity described in subsection (a) above shall commence to be
         paid as soon as practicable after the Member's death; provided,
         however, that payments shall not commence prior to the Member's Normal
         Retirement Date unless the Spouse consents to the commencement of such
         payments at an earlier date. If the Spouse dies prior to the date as of
         which benefit payments are to commence, the Member's CNA Subaccounts
         shall be distributed in a single sum to the Member's Beneficiary.

                                      -58-

<PAGE>

                  (c) WAIVER OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. A
         Member may, with his Spouse's written consent in the manner described
         in Section 16.6(b)(3), elect to waive the qualified preretirement
         survivor annuity and to have his CNA Subaccounts distributed to his
         Beneficiary in a single sum or in any other form permitted under
         Section 8.1. Such election must be made in writing on a form provided
         by the Benefits Committee or its authorized representative during the
         applicable election period set forth in subsection (d) below. The
         Member may revoke his waiver of the qualified preretirement survivor
         annuity at any time without the consent of his Spouse; however, spousal
         consent is required for a new waiver.

                  (d) ELECTION PERIOD. A Member's waiver of the qualified
         preretirement survivor annuity, and his Spouse's consent to such
         waiver, shall be valid only under the following circumstances:

                           (1) the designation is made on or after the first day
                  of the Plan Year in which the Member attains age 35;

                           (2) the designation is made on or after the date of
                  the Member's separation from service (and the Member has not
                  returned to the employ of the Company); or

                           (3) the Member dies before separating from service
                  and before the first day of the Plan Year in which he would
                  have attained age 35.

         If a Member who has not separated from service waives the qualified
         preretirement survivor annuity before the first day of the Plan Year in
         which he attains age 35, such waiver shall not be valid in the event of
         his death after such day (or after his separation from service).

                           (e) EXPLANATION. The Benefits Committee shall provide
                  to each Member, as soon as practicable after the Member
                  becomes subject to this Section, a written explanation of the
                  death benefit comparable to that required under Section
                  16.6(b)(4).

                           (f) EFFECT OF QUALIFIED DOMESTIC RELATIONS ORDER. To
                  the extent that the Plan treats a former spouse of a Member as
                  the spouse of such Member for purposes of sections 401(a)(11)
                  and 417 of the Code pursuant to a qualified domestic relations
                  order (as defined in section 414(p) of the Code), the actual
                  spouse of the Member shall not be treated as the actual spouse
                  of the Member for such purposes. If, pursuant to a qualified
                  domestic relations order, more than one individual is a
                  designated spouse, the amount of the survivor annuity payable
                  under this subsection shall not exceed the amount which would
                  be paid if there were only one surviving spouse.

                           (g) PROVISIONS APPLICABLE ONLY TO CNA SUBACCOUNTS.
                  The provisions of this Section shall not apply to amounts in a
                  Member's Account other than amounts in his CNA Subaccounts.

                                      -59-
<PAGE>

         .8 COMPLIANCE AMENDMENTS. The Commercial Union Plan is hereby amended
retroactively to incorporate each of the applicable provisions of this Plan
which may be required to maintain the tax qualification of the Commercial Union
Plan through December 31, 1998. In addition, the Commercial Union Plan is hereby
amended effective December 17, 1997, to incorporate the provisions of Section
16.4 through 16.7.


                                  Article XVII
                                  MISCELLANEOUS

         .1 COMPANY NOTIFICATION. The Board of Directors, or its delegate, shall
promptly advise the Trustee and the Benefits Committee or its appointed
representative, in writing, of the death, retirement or separation from service
of a Member and shall execute and deliver to the Benefits Committee or its
appointed representative such forms as may be required to carry out the
provisions of this Plan.

         .2 NO EMPLOYMENT RIGHTS. Participation hereunder shall not give any
Employee the right to be retained in the employ of the Company, or any right or
interest in this Plan other than as herein provided.

         .3 NO ASSIGNMENT OR ALIENATION. To the extent permitted by law (and
except as provided in Section 10.7 with respect to loans to Members), the
benefit payable to a Member, and the death benefit (if any) payable to a
Beneficiary, shall not be subject to alienation, assignment, attachment,
execution, garnishment, pledge, or encumbrance, or to any other legal or
equitable process. The preceding sentence shall also apply to a right to any
benefit payable pursuant to a domestic relations order unless such order is
determined to be a qualified domestic relations order ("QDRO") (as defined in
section 414(p) of the Code) or a domestic relations order entered before January
1, 1985 which the Benefits Committee or its appointed representative elects to
treat as a QDRO. Benefits payable to an alternate payee under a QDRO, or under
any domestic relations order entered before January 1, 1985 treated as such, may
be distributed in such manner, at such time, and from such Accounts of the
Member as the QDRO provides, even if earlier than the date on which the Member
himself would be entitled to receive such benefits under the Plan, and even if
earlier than the Member's "earliest retirement date," as defined in section
414(p)(4)(B) of the Code.

This Section shall not prevent an offset of a Member's benefits against an
amount that the Member is ordered or required to pay to the Plan to the extent
permitted under section 401(a)(13)(C) of the Code.

         .4 MILITARY SERVICE. Effective October 13, 1996, notwithstanding any
provision of this Plan to the contrary, contributions, benefits, and service
credit with respect to qualified military service will be provided in accordance
with section 414(u) of the Code.

         .5 TITLES. Titles of Articles and Sections are for general information
only and this Plan shall not be construed by reference thereto.


                                      -60-
<PAGE>

         .6 GENDER AND NUMBER. Words used in the masculine shall be read and
construed in the feminine where they would so apply. Whenever appropriate, words
used in the singular shall include the plural and words used in the plural shall
include the singular.

         .7 FACILITY OF PAYMENT. If the Benefits Committee or its appointed
representative deems any person incapable of receiving benefits to which he is
entitled, by reason of minority, illness, infirmity or other incapacity, it may
direct the Trustee to make payment directly for the benefit of such person to
any person selected by the Benefits Committee or its appointed representative to
disburse it. Such payments shall, to the extent thereof, discharge all liability
of the Company, the Benefits Committee or its appointed representative, and the
Trustee.

         .8 FORMER EMPLOYEES. Except as otherwise specifically provided in the
Plan, or in the Plan as in effect before January 1, 1999, each Employee who
retired or otherwise separated from service with the Company before January 1,
1999, shall have his rights and benefits determined under the Plan as in effect
on the date he separated from service.

         .9 EXPENSES. Unless paid by the Company, any expenses incurred in
administering the Plan, including but not limited to expenses incurred by the
Benefits Committee or its appointed representative, shall be deducted from the
Accounts to which such expenses relate, or proportionally from all Accounts if
such expenses do not relate to any specific Accounts.

         .10 GOVERNING LAW. The Plan shall be construed, regulated and
administered according to the laws of the Commonwealth of Pennsylvania, to the
extent not superseded by Federal law.

         .11 UNCLAIMED BENEFITS. Except as provided in Section 13.2, any
benefits payable to, or on behalf of, a Participant or Beneficiary which are not
claimed for a period of five years after the later of the Participant's Normal
Retirement Date or the date he actually retires shall be forfeited and applied
in the manner described in Section 7.3. Notwithstanding the foregoing, if a
claim is made by the Participant or his Beneficiary for the forfeited benefit,
the benefit shall be immediately reinstated.

IN WITNESS WHEREOF, CGU Insurance Company has caused these presents to be duly
executed this 15th day of December 1999.

Attest:                                   CGU INSURANCE COMPANY


/s/ Dennis Smith                          By: /s/ Robert Gowdy
------------------------------------         -----------------------------------
Secretary                                    Chief Executive Officer

                  The following companies, which were previously participating
employers under either this Plan or the Commercial Union Plan, indicate their
continued participation in this merged Plan by causing these presents to be duly
executed on the dates set forth below:


                                      -61-
<PAGE>


                                          PARTICIPATING EMPLOYERS:

Attest:                                   A.W.G. DEWAR, INC.

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


Attest:                                   AMERICAN CENTRAL INSURANCE
                                           COMPANY

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


Attest:                                   AMERICAN EMPLOYERS' INSURANCE
                                           COMPANY

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


Attest:                                   BEACON ADVERTISING
                                           CORPORATION

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


Attest:                                  CU ANNUITY SERVICE CORPORATION

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


Attest:                                   CU LIFE INSURANCE COMPANY OF
                                           NEW YORK

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

                                      -62-

<PAGE>

Attest:                                   CU LLOYD'S INC.

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


Attest:                                   CU LLOYD'S OF TEXAS

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


Attest:                                   CU HOMELAND INSURANCE
                                           COMPANY

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


Attest:                                   COMMERCIAL GENERAL UNION
                                           CORPORATION

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


Attest:                                   COMMERCIAL UNION INSURANCE
                                           COMPANY

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


Attest:                                   COMMERCIAL UNION INVESTMENT
                                           MANAGEMENT CORPORATION

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


Attest:                                   COMMERCIAL UNION LIFE
                                           INSURANCE COMPANY OF
                                           AMERICA

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


                                      -63-

<PAGE>

Attest:                                   COMMERCIAL UNION MIDWEST
                                           INSURANCE COMPANY

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


Attest:                                   COMMERCIAL UNION RISK
                                           MANAGEMENT, INC.

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


Attest:                                   COMMERCIAL UNION YORK
                                           INSURANCE COMPANY

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


Attest:                                   FARMERS UNION INSURANCE
                                           ACQUISITION CORPORATION

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


Attest:                                   FARMERS AND MERCHANTS
                                           INSURANCE COMPANY

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


Attest:                                   GA INSURANCE COMPANY OF
                                           OF NEW YORK

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

                                      -64-

<PAGE>

Attest:                                   GENERAL ASSURANCE COMPANY

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


Attest:                                   HAWKEYE SECURITY AND
                                           INSURANCE COMPANY

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


Attest:                                   HOUSTON GENERAL INSURANCE
                                           COMPANY

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


Attest:                                   KIM MANAGEMENT AND
                                           INVESTMENT COMPANY

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


Attest:                                   MIDWESTERN INSURANCE COMPANY

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


Attest:                                   NEW AMERICAN LIFE INSURANCE
                                           COMPANY

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

                                      -65-

<PAGE>


Attest:                                  NORTH PACIFIC INSURANCE
                                          COMPANY

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


Attest:                                   OREGON AUTOMOBILE INSURANCE
                                           COMPANY

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


Attest:                                   PG INSURANCE COMPANY OF
                                           NEW YORK

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


Attest:                                   SILVEY CORPORATION

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


Attest:                                   TCH INSURANCE AGENCY, INC.

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


Attest:                                   TRI-STATE INSURANCE COMPANY

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


Attest:                                   THE EMPLOYERS' FIRE
                                           INSURANCE COMPANY

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


                                      -66-



<PAGE>

Attest:                                   THE NORTHERN ASSURANCE
                                           COMPANY OF AMERICA

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


Attest:                                   UNITED SECURITY
                                           INSURANCE COMPANY

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


Attest:                                   WESTERN STATES INSURANCE
                                           COMPANY

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


                  VANGUARD FIDUCIARY TRUST COMPANY hereby acknowledges that an
executed copy of this amended and restated Plan has been filed with it this
_____ day of ______________________, ____.

Attest:                                  VANGUARD FIDUCIARY TRUST
                                          COMPANY


                                         By:
-------------------------------------       ------------------------------------










                                      -67-
<PAGE>

                                 AMENDMENT NO. 1
                                     TO THE
                                CGU SAVINGS PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)

     Pursuant to Section 13.1 thereof, the CGU Savings Plan (the "Plan"), is
amended as follows, effective as of the dates specified below.

1. Effective June 1, 2001, the name of the Plan is changed to the "OneBeacon
Insurance Savings Plan".

2. Effective on the day of the closing of the purchase and sale of CGU
Corporation pursuant to the stock purchase agreement, dated as of September 24,
2000, among CGU International Holdings Luxembourg S.A., CGU Holdings LLC, CGNU
plc, White Mountains Insurance Group, Ltd., TACK Holding Corp. and TACK
Acquisition Corp., new Article XVIII shall be added to the Plan and shall read
as follows:

                                 "ARTICLE XVIII
                   SPECIAL PROVISIONS CONCERNING EMPLOYEES OF
                      CGU LIFE INSURANCE COMPANY OF AMERICA

         18.1 PARTICIPATION OF CGU LIFE COMPANIES IN THE PLAN AND MEMBERSHIP OF
       CGU LIFE EMPLOYEES. CGU Life Insurance Company of America, CGU Life
       Insurance Company of New York and CGU Annuity Service Corporation ceased
       to be Participating Employers in the Plan effective as of June 1, 2001.
       Any Member who was an employee of one of the companies referred to in the
       preceding sentence on such date ceased to be a Member as of such date.
       Any Member who was an employee of one of the companies referred to in the
       first sentence hereof at the time such Member retired or terminated
       service with the Company also ceased to be a Member as of June 1, 2001.

         18.2 SPIN-OFF OF CGU LIFE PLAN. All of the assets and liabilities with
       respect to Accrued Benefits attributable to the former Members described
       in Section 18.1 shall be spun-off into a new defined contribution 401(k)
       plan to be established by CGU Life Insurance Company of America for the
       benefit of such former Members. The spin-off shall occur pursuant to
       Section 13.4 of this Plan and in accordance with Section 414(l) of the
       Code and the regulations thereunder."

IN WITNESS WHEREOF, CGU Insurance Company has caused this amendment to the CGU
Savings Plan to be executed on behalf of the Company by its duly sworn officer
as of the 31st day of May, 2001.

                                           By /s/ Vincent A. Brazauskas
                                              -----------------------------
                                              Title Senior Vice President
                                              CGU INSURANCE COMPANY


<PAGE>

                                 AMENDMENT NO. 2
                                     TO THE
                        ONEBEACON INSURANCE SAVINGS PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1999)

     Pursuant to Section 13.1 thereof, the OneBeacon Insurance Savings Plan (the
"Plan"), formerly the CGU Savings Plan, is amended as follows, effective as of
the dates specified below.

1.  Effective on or after August 27, 2001, Section 1.43 is amended to read as
follows:

                  "1.43 "MEMBER'S ACCOUNT OR ACCOUNTS" -- As of any applicable
         date, the aggregate of a Member's After-Tax Deposits Account,
         Before-Tax Deposits Account, Company Matching Account, Rollover
         Account, Transfer Account, and, as defined in Section 3.3(c), White
         Mountains Account"

2. Effective on or after August 27, 2001, the following new Sections 1.68A,
168B and 168C are added to the Plan immediately after Section 1.68:

                  "1.68A "WMIG" -- White Mountains Insurance Group, Ltd., a
         Bermuda company, which is the indirect foreign parent of the Company."

                  "1.68B "WHITE MOUNTAINS STOCK" -- Common shares of WMIG with a
         $1.00 par value, as traded on the New York Stock Exchange."

                  "1.68C "WHITE MOUNTAINS STOCK FUND" -- An Investment Fund
         consisting of common shares of White Mountains Stock and short-term
         money market investments in which funds may be temporarily invested
         pending investment in White Mountains Stock. Such fund shall be
         invested by the Trustee solely in White Mountains Stock purchased by
         the Trustee in the open market or by private purchase from WMIG or
         others at the fair market value of such shares at the time of purchase
         as determined by the Trustee. White Mountains Stock may also be
         acquired within the Plan for the Accounts of active Members from the
         Accounts of Members who elect, or whose Beneficiaries elect, to receive
         cash distributions from the Plan instead of shares of White Mountains
         Stock allocated to their Accounts. In acquiring White Mountains Stock
         for the Accounts of active Members the Trustee may net purchases,
         including internal acquisitions of the kind described above, against
         sales of White Mountains Stock. Dividends, interest and other
         distributions received by the Trustee in respect of the White Mountains
         Stock Fund, shall be reinvested in the White Mountains Stock Fund.
         However, pending reinvestment, any such dividends, interest, and other
         distributions in respect of the


<PAGE>

         White Mountains Stock Fund shall be invested by the Trustee in
         short-term fixed income investments.

3. Effective on or after August 27, 2001, Section 2.1(b)(2)(i) is amended by
changing "90 days" to "60 days".

4. Effective on or after August 27, 2001, Section 2.2 is amended by replacing
the third sentence thereof with the following:

         "The Member's first deposit shall be made from the first payroll period
         beginning at least 15 days after he applies (either in writing or by
         utilization of telephone or electronic procedures established for such
         purpose) to make deposits under the Plan. If a newly eligible Member
         fails to make an application which either authorizes payroll reduction
         deposits or indicates an intent to have no such deposits made, the
         Member will be automatically treated as having elected to reduce his
         Salary under Section 3.1 by two percent beginning with the first
         payroll period which begins after he satisfies the requirements of
         Section 2.1(b). A newly eligible Member will be considered to have
         failed to make an application under the preceding sentence if he does
         not return the form provided by the Company or utilize the applicable
         telephone or electronic procedures at least 15 days before the
         beginning of the first payroll period for which deposits on his behalf
         could have been made. The Benefits Committee or its appointed
         representative shall provide written notice to each Covered Employee at
         the time he is hired explaining his right to elect not to have payroll
         reduction deposits made on his behalf. A Member may change any
         automatic election on a prospective basis by utilizing the procedures
         established pursuant to Section 3.11."

5. Effective on or after August 27, 2001, Section 3.3 is amended by adding
the following new subsection (c) at the end thereof:

                  "(c) In addition to the contributions described in Section
         3.3(a), the Company shall on December 31, 2001 make a one-time
         contribution to the Trust of two common shares of White Mountains Stock
         on behalf of each Covered Employee (other than an employee of A. W. G.
         Dewar, Inc. or an employee under the management of the National
         Indemnity Company) who was employed by the Company on June 1, 2001 and
         continued in such employment as of December 31, 2001. Such
         contribution, which shall be invested in the White Mountains Stock
         Fund, shall be treated as a Company Matching Contribution except that
         it shall be maintained in a separate account designated as the "White
         Mountains Account". If a Member's Account has not previously been
         established for an Employee on whose behalf such contribution is made,
         the Benefits Committee or its appointed representative shall establish
         such an account consisting of a White Mountains Account showing the
         Employee's interest in the White

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<PAGE>

         Mountains Stock Fund attributable to the two shares of White Mountains
         Stock."

6. Effective on or after August 27, 2001, the second sentence of Section 4.1
is amended to read as follows:

         "A Member may change his investment election as well as the investment
         of Company Matching Contributions under the first sentence of Section
         4.4 by written direction to the Benefits Committee or its appointed
         representative or by telephone transfer procedures established for such
         purpose."

7. Effective on or after August 27, 2001, Section 4.2 is amended by adding
the following after the second sentence thereof:

         "Notwithstanding anything to the contrary, the Investment Funds
         available under the Plan shall include the White Mountains Stock Fund."

8. Effective on or after August 27, 2001, Section 4.4 is amended by revising
it to read as follows:

                  4.4 INVESTMENT FUND DESIGNATIONS. Fifty percent of the Company
         Matching Contributions made pursuant to Section 3.3(a) on or after
         August 27, 2001 shall be invested in the White Mountains Stock Fund.
         Unless otherwise provided by the Plan, all remaining deposits and
         contributions shall be invested in whichever Investment Fund or Funds
         the Member designates. Such deposits and contributions may be invested
         either:

                           (a)  100 percent in one Fund; or

                           (b) in two or more Funds on the basis of a
                  distribution of deposits and contributions between them in
                  multiples of five percent.

         If a newly eligible Member fails to make a valid investment designation
         under Section 2.2 at the time he applies to make deposits, or if
         automatic contributions are made on behalf of an eligible Member
         pursuant to Section 2.2, deposits and contributions made to the Plan on
         such Member's behalf shall automatically be invested in the Vanguard
         Prime Money Market Fund."

9.  Effective on or after August 27, 2001, Section 7.1 is amended to read as
follows:

         "7.1 VESTED INTEREST IN MEMBER DEPOSITS AND WHITE MOUNTAINS ACCOUNT. A
         Member's Vested Interest in his Before-Tax Deposits Account, his


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<PAGE>

         After-Tax Deposits Account, and his White Mountains Account shall be
         100 percent at all times."

10. Effective on or after August 27, 2001, Section 8.2(a) is amended by
revising it to read as follows:

         "As soon as practicable after the earlier of a Member's request for
         payment under Article V or the receipt of notification of the Member's
         death, the portion of the Member's Account invested in any of the
         Investment Funds, other than the Vanguard Prime Money Market Fund (the
         "Money Market Fund"), shall be liquidated and transferred on that day
         to the Money Market Fund."

11. Effective on or after August 27, 2001, new Section 12.3 is added to the
Plan to read as follows:

                  "12.3 VOTING RIGHTS WITH RESPECT TO WHITE MOUNTAINS STOCK.
         Each Member (or Beneficiary of a deceased Member) shall be entitled to
         instruct the Trustee with respect to voting and/or giving proxies to
         vote the number of shares, including fractional shares, of White
         Mountains Stock in the White Mountains Stock Fund allocated to the
         Member's (or Beneficiary's) Account on the applicable record date with
         respect to any corporate matter which involves the voting of such
         shares. With respect to the voting of shares of White Mountains Stock
         in the White Mountains Stock Fund, the following additional provisions
         shall apply:

                           (a) EFFECT OF DIRECTIONS RECEIVED FROM MEMBERS ON
                  GENERAL CORPORATE MATTERS. The Trustee shall designate an
                  individual (the "Trustee's Designee"), other than an
                  officer, director or employee of the Company or any other
                  Affiliated Entity, to receive all voting directions from
                  Members (or Beneficiaries). The Trustee's Designee shall
                  convey the totals of such voting directions to the Trustee,
                  but the manner in which each individual Member (or
                  Beneficiary) instructs the Trustee with respect to voting
                  and/or giving proxies to vote shall be held by the
                  Trustee's Designee in confidence and shall not be divulged
                  or released to any person, including officers or employees
                  of the Company or any other Affiliated Entity. Unless
                  otherwise required by applicable law --

                                    (i) The Trustee shall vote or give proxies
                           to vote such shares of White Mountains Stock held in
                           the White Mountains Stock Fund as directed by the
                           Members (or Beneficiaries); and

                                    (ii) Shares of White Mountains Stock in the
                           White Mountains Stock Fund on the applicable record
                           date for

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<PAGE>

                           which instructions from the Members (or
                           Beneficiaries) are not timely received shall be voted
                           (or proxies shall be given) by the Trustee in the
                           same proportions as the Trustee votes or gives
                           proxies in accordance with directions of Members or
                           Beneficiaries;

                  provided that if shares are not voted (and proxies given)
                  pursuant to (i) and (ii), above, then the Trustee shall vote
                  such shares (and give such proxies) in the Trustee's
                  discretion in accordance with the principles of Section 404(a)
                  of ERISA.

                           (b) PROXY STATEMENTS AND FORM FOR VOTING
                  INSTRUCTIONS. The Company shall furnish to each Member (or
                  Beneficiary) entitled under this Section 12.3(a) to instruct
                  the Trustee with respect to voting or giving proxies to vote
                  those shares of White Mountains Stock in the White Mountains
                  Stock Fund allocated to the Member's (or Beneficiary's)
                  Account a copy of any proxy statement and/or other
                  information, if any, furnished to the shareholders of WMIG. In
                  connection with each such proxy statement and other
                  information, if any, the Company shall also furnish each
                  Member (or Beneficiary) with a form on which to give voting
                  instructions to the Trustee, the name of the Trustee's
                  Designee to receive voting directions, the address to which
                  instructions should be mailed, and a statement of the number
                  of shares of White Mountains Stock which the Member or
                  Beneficiary is entitled to direct the Trustee to vote or give
                  proxies to vote.

                  (c) RIGHTS ON TENDER OR EXCHANGE OFFER. Each present or former
                  Member (or, in the event of a Member's death, his Beneficiary)
                  shall have the right, to the extent of the number of shares of
                  White Mountains Stock allocated to his Account, to instruct
                  the Trustee in writing as to the manner in which to respond to
                  a tender or exchange offer with respect to such shares of
                  White Mountains Stock. The Company shall use its best efforts
                  to distribute or cause to be distributed in a timely manner to
                  each present or former Member (or Beneficiary thereof) such
                  information as will be distributed to stockholders of WMIG in
                  connection with any such tender offer or exchange offer. Upon
                  timely receipt of such instructions, the Trustee shall respond
                  as instructed with respect to such shares of White Mountains
                  Stock. The instructions received by the Trustee from Members
                  shall be held by the Trustee in confidence and shall not be
                  divulged or released to any person, including officers or
                  employees of the Company or any Affiliated Entity. If the
                  Trustee does not receive timely instruction from a Member (or
                  Beneficiary) as to the manner

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<PAGE>

                  in which to respond to such a tender or exchange offer, such
                  Member (or Beneficiary) shall be deemed to have instructed the
                  Trustee not to tender or exchange the shares of White
                  Mountains Stock allocated to his Account, and the Trustee
                  shall not tender or exchange any such shares.

                           If pursuant to instructions from any Member or
                  Beneficiary (each in this Section 12.3(c) being referred to as
                  a "Tendering Member") given pursuant to this Section 12.3(c),
                  the Trustee tenders shares of White Mountains Stock in the
                  Tendering Member's Account, and receives cash for these
                  shares, the portion of the Tendering Member's Account, if any,
                  invested in the White Mountains Stock Fund shall be reduced by
                  the number of shares in the White Mountains Stock Fund portion
                  of his Account which were sold, and the proceeds of the sale
                  if they consist of cash shall be invested in any one or more
                  of the other Investment Funds as directed by the Tendering
                  Member. If the Trustee receives property other than cash for
                  any tendered shares of White Mountains Stock, the portion of
                  the Tendering Member's Account, if any, invested in the White
                  Mountains Stock Fund shall be reduced by the number of shares
                  in the White Mountains Stock Fund portion of his Account which
                  were sold, the property received shall be retained in a
                  separate fund within the Trust pending a decision by the
                  Trustee as to its disposition, and the Tendering Member shall
                  be credited with his allocable share of such separate fund.


IN WITNESS WHEREOF, CGU Insurance Company has caused this amendment to the
OneBeacon Insurance Savings Plan to be executed on behalf of the Company by its
duly sworn officer as of the 24th day of August, 2001.



                                    By /s/ Vincent A. Brazauskas
                                       -------------------------------------
                                       Title Managing Director
                                       CGU INSURANCE COMPANY




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