<PAGE>   1

                            AMENDMENT AND RESTATEMENT

                                     OF THE

                   INTERTAPE POLYMER GROUP INC. USA EMPLOYEES'

                   STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN

                         EFFECTIVE AS OF JANUARY 1, 2001


<PAGE>   2




                            AMENDMENT AND RESTATEMENT
                                     OF THE
                   INTERTAPE POLYMER GROUP INC. USA EMPLOYEES'
                   STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               PAGE
                                                                                                               ----
<S>                <C>                                                                                           <C>
ARTICLE I          Definitions.................................................................................I-1


ARTICLE II         Amendment and Restatement, and Merger, of the Plan.........................................II-1


ARTICLE III        Purpose of the Plan and the Trust.........................................................III-1


ARTICLE IV         Plan Administrator.........................................................................IV-1


ARTICLE V          Eligibility and Participation...............................................................V-1


ARTICLE VI         Contributions to the Trust.................................................................VI-1


ARTICLE VII        Participants' Accounts....................................................................VII-1


ARTICLE VIII       Benefits Under the Plan..................................................................VIII-1


ARTICLE IX         Payments of Benefits.......................................................................IX-1


ARTICLE X          Preretirement Withdrawals and Diversification Elections.....................................X-1


ARTICLE XI         Directed Investments.......................................................................XI-1


ARTICLE XII        Trust Funds...............................................................................XII-1


ARTICLE XIII       Expenses of Administration of the Plan and the Trust Fund................................XIII-1


ARTICLE XIV        Amendment and Termination.................................................................XIV-1


ARTICLE XV         Miscellaneous..............................................................................XV-1


</TABLE>
<PAGE>   3

                            AMENDMENT AND RESTATEMENT
                                     OF THE
                   INTERTAPE POLYMER GROUP INC. USA EMPLOYEES'
                   STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN


         This Amendment and Restatement of the Intertape Polymer Group Inc. USA
Employees' Retirement Plan is made and entered into effective for all purposes
as of January 1, 2001, except as may be otherwise noted herein, by IPG
Administrative Services, Inc. (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company has previously adopted the Intertape Polymer Group
Inc. USA Employees' Retirement Plan, which has been amended from time to time
(as amended, the "Plan"); and

         WHEREAS, the Company is authorized and empowered to amend the Plan; and

         WHEREAS, the Company deems it advisable and in the best interests of
the Participants to amend the Plan to provide for the revision of the
contribution, investment, accounting provisions to add employee stock ownership
plan provisions to the Plan, to bring the Plan into compliance with recent
legislative changes and to change the name of the Plan to the Intertape Polymer
Group Inc. USA Employees' Stock Ownership and Retirement Savings Plan.

         NOW, THEREFORE, the Plan is hereby amended and restated in its entirety
to read as follows:

                                   ARTICLE I

                                   DEFINITIONS

         1.1 "ACCOUNT" or "ACCOUNTS" shall mean, as required by the context, the
entire amount held from time to time for the benefit of any one Participant, or
a portion thereof attributable to a Participant's Elective Contributions
Account, Employer Contributions Account, Matching Contributions Account,
Qualified Non-Elective Contributions Account, and/or Rollover / Merger Account.

                  (a) To the extent provided hereinafter, a Participant's
         Elective Contributions Account, Employer Contributions Account,
         Matching Contributions Account, Qualified Non-Elective Contributions
         Account, and Rollover / Merger Account may each include an ESOP Account
         and a Non-ESOP Account.

                  (b) A Participant's ESOP Accounts shall be comprised of
         amounts invested in the ESOP Company Stock Fund on behalf of the




                                      I-1
<PAGE>   4

         Participant from time to time and may each include an Employer
         Securities Account and an Other Investments Account, as set forth
         hereinafter.

         1.2 "ACTUAL CONTRIBUTION PERCENTAGE" shall mean, with respect to any
Plan Year beginning on or after January 1, 1997 and with respect to a group of
Participants for the Plan Year, the average of the Actual Contribution Ratios
(calculated separately for ESOP Contributions (for Plan Years beginning on or
after January 1, 2000) and Non-ESOP Contributions, and for each member of the
group) of each Participant who is a member of such group.

         1.3 "ACTUAL CONTRIBUTION RATIO" shall mean the ratio of the amount of
Matching Contributions (calculated separately for ESOP Contributions and
Non-ESOP Contributions, and including any other ESOP Contributions or Non-ESOP
Contributions that may be treated as matching contributions in accordance with
Treasury Regulation Section 1.401(m)-1(b)(5)) made on behalf of a Participant
for a Plan Year to the Participant's Compensation for the Plan Year.

         1.4 "ACTUAL DEFERRAL PERCENTAGE" shall mean, with respect to any Plan
Year beginning on or after January 1, 1997 and with respect to a group of
Participants for the Plan Year, the average of the Actual Deferral Ratios
(calculated separately for ESOP Contributions (for Plan Years beginning on or
after January 1, 2001) and Non-ESOP Contributions, and for each member of the
group) of each Participant who is a member of such group.

         1.5 "ACTUAL DEFERRAL RATIO" shall mean the ratio of the amount of
Elective Contributions (calculated separately for ESOP Contributions and
Non-ESOP Contributions, and including Elective Contributions by Highly
Compensated Employees in excess of the limitation set forth in section 6.1(b)(1)
to the extent required by Treasury Regulation Section 1.402(g)-1(e)(1)(ii), any
Non-Elective Contributions treated as elective ESOP Contributions or elective
Non-ESOP Contributions) made on behalf of a Participant for a Plan Year to the
Participant's Compensation for the Plan Year.

         1.6 "ADMINISTRATOR" shall mean the Plan Administrator.

         1.7 "AFFILIATE" shall mean, with respect to an Employer, any
corporation other than such Employer that is a member of a controlled group of
corporations, within the meaning of Section 414(b) of the Code, of which such
Employer is a member; all other trades or businesses (whether or not
incorporated) under common control, within the meaning of Section 414(c) of the
Code, with such Employer; any service organization other than such Employer that
is a member of an affiliated service group, within the meaning of Section 414(m)
of the Code, of which such Employer is a member; and any other organization that
is required to be aggregated with such Employer under Section 414(o) of the
Code. For purposes of determining the limitations on Annual Additions, the
special rules of Section 415(h) of the Code shall apply.



                                      I-2
<PAGE>   5


         1.8 "AGREEMENT AND DECLARATION OF TRUST" shall mean the agreement
providing for the Trust Fund, as entered into between the Company and the
Trustee and as the agreement may be amended from time to time.

         1.9 "ANNUAL ADDITIONS"

                  (a) The term "Annual Additions" shall mean, with respect to a
         Limitation Year, the sum of:

                           (1) the amount of the contributions made by the
                  Employers (including elective contributions other than amounts
                  distributed as "excess deferrals" in accordance with Treasury
                  Regulation Section 1.402(g)-1(e)(2) or (3)) and allocated to
                  the Participant under any defined contribution plan maintained
                  by an Employer or an Affiliate;

                           (2) the amount of the Employee's contributions (other
                  than Rollover Contributions, if any) to any contributory
                  defined contribution plan maintained by an Employer or an
                  Affiliate;

                           (3) except as provided in section 1.9(b), any
                  forfeitures separately allocated to the Participant under any
                  defined contribution plan maintained by an Employer or an
                  Affiliate; and

                           (4) if the Participant is a Key Employee, to the
                  extent required by law, any contributions allocated to any
                  individual account on behalf of such Participant under Section
                  401(h) or Section 419A(d) of the Code.

                  (b) The amount of any ESOP Contribution allocated to a
         Participant for purposes of section 1.9(a)(1), if such contribution is
         used to repay a loan for the purchase of Employer Securities, shall be
         equal to the Participant's share of the repayment, and not to the value
         of Employer Securities released from a suspense account and allocated
         to such Participant's Employer Securities Accounts as a result of such
         repayment. If no more than one third of the ESOP Contributions for a
         Plan Year that are used to repay a loan for the purchase of Employer
         Securities are allocated to Highly Compensated Employees, the Annual
         Additions for such Plan Year shall not include

                           (1) forfeitures of Employer Securities that were
                  acquired with the proceeds of a loan, and

                           (2) amounts used to pay interest on a loan used for
                  the purchase of Employer Securities.

         1.10 "BOARD OF DIRECTORS" and "BOARD" shall mean the board of directors
of the Company or, when required by the context, the board of directors of an
Employer other than the Company.



                                      I-3
<PAGE>   6


         1.11 "BREAK IN SERVICE" shall mean a Period of Severance of twelve (12)
consecutive months. A Break in Service shall be deemed to commence on the first
day of the Period of Severance and shall be deemed to end on the day on which
the Employee again performs an Hour of Service.

                  (a) Solely for purposes of determining whether a Break in
         Service has occurred, in the case of an Employee who is absent from
         work beyond the first anniversary of the beginning of a Period of
         Severance and the absence is for maternity or paternity leave reasons,
         the date the Employee incurs a Break in Service shall be the second
         anniversary of the beginning of the Employee's Period of Severance. The
         period between the first and second anniversary of the beginning of the
         Period of Severance shall not constitute a Period of Service.

                  (b) An absence from work for maternity or paternity leave
         reasons means an absence by reason of the pregnancy of the Employee, by
         reason of the birth of a child of the Employee, by reason of the
         placement of a child with the Employee in connection with the adoption
         of such child by such Employee, or for purposes of caring for a child
         of the Employee for a reasonable period beginning immediately following
         the birth or placement of such child.

         1.12 "CODE" shall mean the Internal Revenue Code of 1986, as amended,
or any successor statute. Reference to a specific section of the Code shall
include a reference to any successor provision.

         1.13 "COMPANY" shall mean IPG Administrative Services, Inc. and its
successors.

         1.14 "COMPENSATION" shall mean wages within the meaning of Section
3401(a) of the Code (wages, tips and other compensation paid to or for an
Employee which is subject to withholding for Federal income tax purposes).
Compensation shall not include any amount required to be included in gross
income as a taxable fringe benefit.

                  (a) (1) Compensation must 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 of
         the services performed.

                  (2) Compensation shall also include elective contributions
         made on behalf of a Participant to this Plan, salary reduction
         contributions made pursuant to a plan described in Section 125 of the
         Code, and amounts contributed or deferred by the Employer at the
         election of the Participant and which is not includible in the gross
         income of the Participant by reason of Section 132(f) of the Code.



                                      I-4
<PAGE>   7


                  (b) To the extent required by law no Compensation in excess of
         the $170,000 limit under Section 401(a)(17) of the Code (as adjusted in
         accordance with law) shall be taken into account for any Employee.

                  (c) For purposes of crediting contributions pursuant to
         Article VI (other than elective contributions) with respect to any Plan
         Year, no Compensation paid by an Employer with respect to an Employee
         prior to the Employee's first day of participation shall be taken into
         account.

         1.15 "DIRECT ROLLOVER" shall mean a payment of an Eligible Rollover
Distribution by the Plan to an Eligible Retirement Plan specified by the
Distributee.

         1.16 "DISTRIBUTEE" shall mean

                  (a) a Participant, or former Participant, who is entitled to
         benefits payable as a result of his retirement, disability or other
         severance of service as provided in Article VIII,

                  (b) a Participant's, or former Participant's, surviving
         Eligible Spouse who is entitled to death benefits payable pursuant to
         section 8.4, and

                  (c) a Participant's, or former Participant's, spouse or former
         spouse who is the alternate payee under a qualified domestic relations
         order, as defined in Section 414(p) of the Code, entitled to benefits
         payable as provided by section 15.2(b).

         1.17 "DIVERSIFICATION ELECTION PERIOD" shall mean the six Plan Year
period beginning with the later of

                  (a) the Plan Year after the Plan Year in which the Participant
         attains age 55; or

                  (b) the Plan Year after the Plan Year in which the Participant
         first completes ten (10) years of participation in the Plan.

         1.18 "EARLY RETIREMENT DATE" shall mean the first date on which a
Participant has reached the age of 55 years and completed seven Years of
Service.

         1.19 "EARNINGS" attributable to any Pooled Investment Fund (other than
any pooled Employer Securities Accounts or Other Investments Accounts) shall
mean, with respect to a Valuation Period, the aggregate of the unrealized
appreciation or depreciation accruing to the Pooled Investment Fund during such
a period; and the income earned or the loss sustained by the Pooled Investment
Fund during such period, whether from investments or from the sale or exchange
of assets. The Earnings attributable to a separate portion of a Segregated
Investment Fund (other than any segregated Employer Securities Accounts or Other
Investments Accounts) credited to a Participant's Account for any Valuation
Period shall be determined by multiplying the number of shares of the Segregated
Investment Fund credited to the Participant's Account by the difference between
the value of each share for the current Valuation Date and the value of each



                                      I-5
<PAGE>   8


share as of the most recent preceding Valuation Date. The Earnings attributable
to any portion of the ESOP Company Stock Fund credited to any Other Investments
Accounts shall mean, with respect to a Valuation Period, (i) cash dividends
received on shares of Employer Securities allocated to Participants' Employer
Securities Accounts (to the extent such cash dividends are not used, pursuant to
section 7.5 of this Plan and the Agreement and Declaration of Trust to repay the
loan), (ii) cash dividends received on Employer Securities not allocated to any
Participant's Employer Securities Account or any Fund described in Article XI
(to the extent such cash dividends are not used, pursuant to section 7.5 of this
Plan and the Agreement and Declaration of Trust to repay a loan), and (iii) the
aggregate of the unrealized appreciation or depreciation occurring in the value
of, and that portion of the income earned or the loss sustained by, the Other
Investments Account during such period.

         1.20 "EFFECTIVE DATE" of this Amendment and Restatement shall mean
January 1, 2001, except as may otherwise be noted herein.

         1.21 "ELECTIVE CONTRIBUTION" shall mean a contribution pursuant to
section 6.1 by an Employer on behalf of a Participant.

         1.22 "ELECTIVE CONTRIBUTIONS ACCOUNT" shall mean an account established
pursuant to section 7.2 with respect to contributions made to this Plan under
salary reduction arrangements pursuant to section 6.1. A Participant's Elective
Contributions Account shall include amounts previously credited to the
"Participant's Elective Account" in this Plan under the terms of this Plan as in
effect immediately before this Amendment and Restatement.

         1.23 "ELIGIBLE RETIREMENT PLAN" shall mean 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 a Distributee's Eligible Rollover Distribution. However,
in the case of an Eligible Rollover Distribution to a Participant's, or former
Participant's, surviving Eligible Spouse who is entitled to death benefits
payable pursuant to section 8.4, an Eligible Retirement Plan shall mean an
individual retirement account or individual retirement annuity.

         1.24 "ELIGIBLE ROLLOVER DISTRIBUTION" shall mean any distribution of
all or any portion of the balance to the credit of a Distributee, other than:

                  (a) any distribution that is one of a series of substantially
         equal periodic payments (not less frequently than annually) made

                           (1) for the life (or life expectancy) of the
                  Distributee, or the joint lives (or life expectancies) of the
                  Distributee and the Distributee's designated beneficiary, or

                           (2) for a specified period of ten years or more;



                                      I-6
<PAGE>   9


                  (b) any distribution to the extent such distribution is
         required under Section 410(a)(9) of the Code; and

                  (c) the portion of any distribution that is not includible in
         gross income (determined without regard to the exclusion for net
         unrealized appreciation with respect to employer securities); and

                  (d) any hardship distribution described in Section
         401(k)(2)(B)(i)(IV) of the Code.

Notwithstanding the preceding provisions of this section, an Eligible Rollover
Distribution shall not include one or more distributions during a Plan Year with
respect to a Participant if the aggregate amount distributed during the Year is
less than $200 (adjusted under such regulations as may be issued from time to
time by the Secretary of the Treasury).

         1.25 "ELIGIBLE SPOUSE" shall mean a Participant's husband or wife.

         1.26 "EMPLOYEE"

                  (a) The term "Employee" shall mean any person employed by an
         Employer or an Affiliate other than:

                           (1) a member of a collective bargaining unit if
                  retirement benefits were a subject of good faith bargaining
                  between such unit and an Employer unless the bargaining
                  agreement provides for coverage in this Plan;

                           (2) a nonresident alien who does not receive earned
                  income from sources within the United States;

                           (3) an individual whose employment status has not
                  been recognized by completion of Internal Revenue Service Form
                  W-4 and who is not initially treated as a common law employee
                  of an Employer on the payroll records of an Employer; and

                           (4) a leased employee.

                  (b) Effective for Plan Years beginning on or after January 1,
         1997, the term "leased employee" means any person (other than an
         employee of the Employer) who, pursuant to an agreement between the
         Employer and any other person ("leasing organization"), has performed
         services for the Employer (or for the Employer and one or more
         Affiliates) on a substantially full time basis for a period of at least
         one year and the individual's services are performed under the primary
         direction or control of such Employer.

         1.27 "EMPLOYER" shall mean the Company, Cajun Bag & Supply Corp.,
Central Products Company, Intertape, Inc., Intertape Polymer Corp., Intertape




                                      I-7
<PAGE>   10

Polymer Management Corp., and any other subsidiary, related corporation, or
other entity that adopts this Plan with the consent of the Company.

         1.28 "EMPLOYER CONTRIBUTIONS ACCOUNT" shall mean an account established
pursuant to section 7.2 with respect to contributions made as ESOP Employer
Contributions pursuant to section 6.3(a) and Non-ESOP Employer Contributions
pursuant to section 6.3(b). A Participant's Employer Contributions Account shall
include amounts previously credited to the "Participant's Account" with respect
to "Employer's Non-Elective Contributions" in this Plan as of the Effective Date
of this Amendment and Restatement under the terms of this Plan in effect
immediately before this Amendment and Restatement.

         1.29 "EMPLOYER SECURITIES" shall mean common shares, any other type of
stock or any marketable obligation (as defined in Section 407(e) of ERISA)
issued by the Issuer; provided, however, that if Employer Securities are
purchased with borrowed funds, Employer Securities, to the extent required by
Section 4975 of the Code, shall only include

                  (a) such securities that are readily tradable on an
         established securities market, or

                  (b) if none of the stock of the Issuer (or any Affiliate of
         the Issuer other than a member of an affiliated service group that
         includes the Issuer) is publicly tradable on an established securities
         market, common shares issued by the Issuer having a combination of
         voting power and dividend rights equal to or in excess of

                           (1) that class of common shares of the Issuer or any
                  Affiliate having the greatest voting power, and

                           (2) that class of common shares of the Issuer or any
                  Affiliate having the greatest dividend rights, or

                  (c) noncallable preferred shares that is convertible at any
         time into stock meeting the requirements of section 1.29(a) or (b)
         (whichever is applicable), if such conversion is at a reasonable price
         (determined pursuant to Treasury Regulation ss.54.4975-11(d)(5) as of
         the date of acquisition by the Trustee).

         1.30 "EMPLOYER SECURITIES ACCOUNT" shall mean a subaccount which may be
established pursuant to section 7.2 with respect to amounts invested in common
shares of the Company held within the ESOP Company Stock Fund.

         1.31 "ENTRY DATE" shall mean the first day of each calendar month.



                                      I-8
<PAGE>   11


         1.32 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended, or any successor statute. References to a specific section of
ERISA shall include references to any successor provisions.

         1.33 "ESOP ACCOUNT" shall mean a subaccount established pursuant to
section 7.2 with respect to amounts invested in the ESOP Company Stock Fund.

         1.34 "ESOP COMPANY STOCK FUND" shall mean the fund established under
the Agreement and Declaration of Trust between the Company and the Trustee from
which the amounts of supplementary compensation provided by the Plan and
invested primarily in common shares of the Issuer are to be paid or are to be
funded.

         1.35 "ESOP CONTRIBUTION" shall mean a contribution made pursuant to
Article VI by an Employer on behalf of a Participant that is initially invested
in the ESOP Company Stock Fund.

         1.36 "ESOP EMPLOYER CONTRIBUTION" shall mean a contribution pursuant to
section 6.3(a) by an Employer on behalf of a Participant.

         1.37 "ESOP MATCHING CONTRIBUTION" shall mean a Matching Contribution
pursuant to section 6.2(a)(1) by an Employer on behalf of a Participant.

         1.38 "FAIR MARKET VALUE" shall mean, for purposes of the valuation of
Employer Securities, the closing price (or, if there is no closing price, then
the closing bid price) of such Employer Securities as reported on the Composite
Tape, or if not reported thereon, then such price as reported in the trading
reports of the principal securities exchange in the United States on which such
Employer Securities are listed, or if the Employer Securities are not listed on
a securities exchange in the United States, the mean between the dealer closing
"bid" and "ask" prices on the over-the-counter market as reported by the
National Association of Securities Dealers Automated Quotation System (NASDAQ),
or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of
the securities as determined in good faith and based on all relevant factors;
provided, however, that the Fair Market Value of Employer Securities not readily
tradable on an established securities market shall be determined by an
independent appraiser pursuant to Section 401(a)(28)(C) of the Code.

         1.39 "FUND" shall mean an investment fund established pursuant to
Article XI.

         1.40 "HARDSHIP" shall mean an immediate and heavy financial need of the
Participant for which a distribution from the Participant's Elective
Contributions Account is necessary to satisfy such need, as described in section
10.1.

         1.41 "HIGHLY COMPENSATED EMPLOYEE"

                  (a) The term "Highly Compensated Employee" shall mean, for
         Plan Years beginning on or after January 1, 1997, any Employee:




                                      I-9
<PAGE>   12


                           (1) who was a 5% owner of an Employer or an Affiliate
                  during the Plan Year or the immediately preceding Plan Year;
                  or

                           (2) whose Section 415 Compensation was more than
                  $80,000 (adjusted under such regulations as may be issued by
                  the Secretary of the Treasury) for the immediately preceding
                  Plan Year.

                  (b) In determining who is a Highly Compensated Employee,
         Employees who are nonresident aliens and who receive no earned income
         (within the meaning of Section 911(d)(2) of the Code) from an Employer
         constituting United States source income (within the meaning of Section
         861(a)(3) of the Code) shall not be treated as Employees.

                  (c) For purposes of determining who is a Highly Compensated
         Employee, an Employer and any Affiliate shall be taken into account as
         a single Employer.

                  (d) For purposes of this section, the determination of Section
         415 Compensation shall be based only on Section 415 Compensation that
         is actually paid and shall be made by including elective or salary
         reduction contributions to a plan described in Section 125 of the Code,
         a plan described in Section 401(k) of the Code, a simplified employee
         pension described in Section 408(k) of the Code, a plan described in
         Section 403(b) of the Code, or deferrals made pursuant to Section
         132(f) of the Code.

                  (e) The term "Highly Compensated Employee" shall also mean any
         former Employee who separated from service (or was deemed to have
         separated from service) prior to the Plan Year, performs no service for
         an Employer during the Plan Year, and was an actively employed Highly
         Compensated Employee in the separation year or any Plan Year ending on
         or after the date the Employee attained age 55.

         1.42 "HOUR OF SERVICE"

                  (a) The term "Hour of Service" shall mean

                           (1) an hour for which an Employee is paid, or
                  entitled to payment, for the performance of duties for an
                  Employer or an Affiliate;

                           (2) an hour for which an Employee is paid, or
                  entitled to payment, by an Employer or an Affiliate on account
                  of a period of time during which no duties are performed
                  (irrespective of whether the employment relationship has
                  terminated) due to vacation, holiday, illness, incapacity
                  (including disability), lay-off, jury duty, military duty or
                  leave of absence. Notwithstanding the preceding,

                                    (A) no more than 501 Hours of Service shall
                           be credited under this section 1.42(a)(2) to an
                           Employee on account of any single continuous period



                                      I-10
<PAGE>   13


                           during which the Employee performs no duties (whether
                           or not such period occurs in a single Plan Year);

                                            (B) an hour for which an Employee is
                           directly or indirectly paid, or entitled to payment,
                           on account of a period during which no duties are
                           performed shall not be credited to the Employee if
                           such payment is made or due under a plan maintained
                           solely for the purpose of complying with applicable
                           workmen's compensation, or unemployment compensation
                           or disability insurance laws; and

                                            (C) an hour shall not be credited
                           for a payment which solely reimburses an Employee for
                           medical or medically related expenses incurred by the
                           Employee; and

                           (3) an hour for which back pay, irrespective of
                  mitigation of damages, is either awarded or agreed to by an
                  Employer or an Affiliate; provided, that the same Hour of
                  Service shall not be credited both under section 1.42(a)(1) or
                  section 1.42(a)(2), as the case may be, and under this section
                  1.42(a)(3). Crediting of an Hour of Service for back pay
                  awarded or agreed to with respect to periods described in
                  section 1.42(a)(2) shall be subject to the limitations set
                  forth in that section.

         The definition set forth in this section 1.42(a) is subject to the
         special rules contained in Department of Labor Regulations Sections
         2530.200b-2(b) and (c), and any regulations amending or superseding
         such sections, which special rules are hereby incorporated in the
         definition of "Hour of Service" by this reference.

                  (b) Each Employee who is not required to maintain records of
         his actual Hours of Service during any month shall be credited with 190
         Hours of Service for such month if he would be credited with at least
         one Hour of Service during such month under section 1.42(a).

                  (c) (1) Notwithstanding the other provisions of this "Hour of
         Service" definition, in the case of an Employee who is absent from work
         for any period by reason of her pregnancy, by reason of the birth of a
         child of the Employee, by reason of the placement of a child with the
         Employee in connection with the adoption of such child by the Employee
         or for purposes of caring for such child for a reasonable period
         beginning immediately following such birth or placement, the Employee
         shall be treated as having those Hours of Service described in section
         1.42(c)(2).

                  (2) The Hours of Service to be credited to an Employee under
         the provisions of section 1.42(c)(1) are the Hours of Service that
         otherwise would normally have been credited to such Employee but for
         the absence in question or, in any case in. which the Plan is unable to
         determine such hours, eight Hours of Service per day of such absence;
         provided, however, that the total number of hours treated as Hours of



                                      I-11
<PAGE>   14

         Service under this section 1.42(c) by reason of any such pregnancy or
         placement shall not exceed 501 hours.

                  (3) The hours treated as Hours of Service under this section
         1.42(c) shall be credited only in the Plan Year in which the absence
         from work begins, if the crediting is necessary to prevent a Break in
         Service in such Plan Year or, in any other case, in the immediately
         following Plan Year.

                  (4) Credit shall be given for Hours of Service under this
         section 1.42(c) solely for purposes of determining whether a Break in
         Service has occurred for participation or vesting purposes; credit
         shall not be given hereunder for any other purposes (including, without
         limitation, benefit accrual).

                  (5) Notwithstanding any other provision of this section
         1.42(c), no credit shall be given under this section 1.42(c) unless the
         Employee in question furnishes to the Administrator such timely
         information as the Administrator may reasonably require to establish
         that the absence from work is for reasons referred to in section
         1.42(c)(1) and the number of days for which there was such an absence.

         1.43 "ISSUER" shall mean Intertape Polymer Group Inc., a Canadian
corporation which is a member of the same controlled group as the Company, and
its successors.

         1.44 "KEY EMPLOYEE" shall mean any Employee or former Employee (and the
beneficiaries of such Employee) who is at any time during the Plan Year (or was
at any time during the four preceding Plan Years)--

                  (a) an officer of an Employer or an Affiliate having an
         aggregate annual compensation from the Employer and its Affiliates in
         excess of 50% of the amount in effect under Section 415(b)(1)(A) of the
         Code for any such Plan Year; provided, however, that no more than the
         lesser of--

                           (1) 50 Employees, or

                           (2) the greater of

                                    (A) three Employees or

                                    (B) 10 percent of all Employees,

         shall be treated as officers, and such officers shall be those with the
         highest annual compensation in the five-year period;

                  (b) one of the ten Employees owning (or considered as owning)
         the largest interests in an Employer or an Affiliate, owning more than
         a 1/2% interest in the Employer or an Affiliate, and having an
         aggregate annual compensation from the Employer and its Affiliates of



                                      I-12
<PAGE>   15

         more than the limitation in effect under Section 415(c)(1)(A) of the
         Code for the calendar year that includes the last day of the Plan Year;

                  (c) 5% owner of an Employer or an Affiliate; or

                  (d) a 1% owner of an Employer or an Affiliate having an
         aggregate annual compensation from the Employer and its Affiliates of
         more than $150,000.

Ownership shall be determined in accordance with Code section 416(i)(1)(B) and
(C). For purposes of section 1.44(b), if two Employees have the same ownership
interest in an Employer or an Affiliate, the Employee having the greatest annual
compensation from the Employer and all Affiliates shall be treated as having a
larger interest. For purposes of this section, "compensation" shall mean Section
415 Compensation.

         1.45 "LEAVE OF ABSENCE" shall mean the time granted to an Employee for
illness, military service or other purposes, all as authorized in accordance
with uniform rules adopted by his Employer from time to time. Leave of Absence
shall also include the time that an Employee serves in the armed forces of the
United States of America during a period of national emergency or as a result of
the operation of a compulsory military service law of the United States of
America, and during any period after his discharge from such armed forces in
which his employment rights are guaranteed by law.

         1.46 "LIMITATION YEAR" shall mean the Plan Year.

         1.47 "MATCHING CONTRIBUTION" shall mean a contribution pursuant to
section 6.2 by an Employer on behalf of a Participant. Matching Contributions
shall include ESOP Matching Contributions made pursuant to section 6.2(a)(1),
and Non-ESOP Matching Contributions made pursuant to section 6.2(a)(2).

         1.48 "MATCHING CONTRIBUTIONS ACCOUNT" shall mean an account established
pursuant to section 7.2 with respect to ESOP Matching Contributions and Non-ESOP
Matching Contributions made pursuant to sections 6.2(a)(1) and 6.2(a)(2),
respectively.

         1.49 "NON-ELECTIVE CONTRIBUTION" shall mean a contribution pursuant to
section 6.4 by an Employer on behalf of a Participant, and shall include
Non-Elective Contributions made as ESOP Contributions pursuant to section 6.4(a)
and Non-Elective Contributions made as Non-ESOP Contributions pursuant to
section 6.4(b).

         1.50 "NON-ESOP ACCOUNT" shall mean a subaccount established pursuant to
section 7.2 with respect to amounts invested in Funds other than the ESOP
Company Stock Fund.

         1.51 "NON-ESOP CONTRIBUTION" shall mean a contribution made pursuant to
Article VI by an Employer on behalf of a Participant that is initially invested
in a Fund other than the ESOP Company Stock Fund.



                                      I-13
<PAGE>   16


         1.52 "NON-ESOP EMPLOYER CONTRIBUTION" shall mean an Employer
Contribution pursuant to section 6.3(b) by an Employer on behalf of a
Participant.

         1.53 "NON-ESOP MATCHING CONTRIBUTION" shall mean a Matching
Contribution pursuant to section 6.2(a)(2) by an Employer on behalf of a
Participant.

         1.54 "NON-HIGHLY COMPENSATED EMPLOYEE" shall mean, with respect to any
Plan Year, an Employee who is not a Highly Compensated Employee.

         1.55 "NON-KEY EMPLOYEE" shall mean, with respect to any Plan Year, an
Employee or former Employee who is not a Key Employee (including any such
Employee who formerly was a Key Employee).

         1.56 "NORMAL RETIREMENT DATE" shall mean the later of the date on which
a Participant attains the age of 65 years or the date which is the 5th
anniversary of the date in which the Participant became a Participant in the
Plan.

         1.57 "OTHER INVESTMENTS ACCOUNT" shall mean a subaccount established
pursuant to section 7.2 with respect to amounts invested in assets other than
common shares of the Issuer held within the ESOP Company Stock Fund.

         1.58 "PARTICIPANT" shall mean any eligible Employee of an Employer who
has become a Participant under the Plan and shall include any former employee of
an Employer who became a Participant under the Plan and (1) who still has a
balance in an Account under the Plan or (2) is entitled to an allocation of a
contribution pursuant to section 7.5(b).

         1.59 "PERIOD OF SERVICE" shall mean, with respect to an Employee,
the period (expressed in years and fractional years) beginning with the date the
Employee last commenced employment with an Employer or an Affiliate and ending
with the date that a Period of Severance begins; provided, however, that for
purposes of Article V and Article VIII any Period of Severance of less than
twelve (12) consecutive months shall be disregarded and such time shall be
included in the Period of Service. For purposes of Article VI, any Period of
Severance of less than twelve (12) consecutive months shall not be disregarded.

                  (a) For purposes of this section,

                           (1) the date an Employee commenced employment is the
                  first day an Employee performs an Hour of Service, and

                           (2) fractional periods of less than a year shall be
                  expressed in terms of days.

                  (b) For purposes of determining a Participant's vested
         percentage under the Plan:



                                      I-14
<PAGE>   17


                           (1) If an Employee incurs a Break in Service and is
                  thereafter reemployed by an Employer, his Periods of Service
                  before such date shall be added to his Periods of Service
                  after reemployment for purposes of determining his vested
                  percentage in his Matching Contribution Account and
                  Nonelective Contribution Account attributable to contributions
                  made after his reemployment.

                           (2) Notwithstanding the foregoing, Periods of Service
                  shall not include any Period of Service prior to a Break in
                  Service if the Participant had no vested interest in the
                  balance of his Accounts attributable to Employer contributions
                  at the time of such Break in Service and if the number of
                  consecutive Breaks in Service equaled or exceeded the greater
                  of five or the number of Years of Service completed by the
                  Participant prior thereto (not including any Periods of
                  Service not required to be taken into consideration under this
                  subsection as a result of any prior Break in Service).

         1.60 "PERIOD OF SEVERANCE" shall mean, with respect to an Employee, the
period beginning with the earlier of the date the Employee separates from the
service of an Employer or an Affiliate by reason of quitting, discharge, death
or retirement, or the date twelve (12) months after the date the Employee
separates from the service of the Employer or Affiliate for any reason other
than quitting, retirement, discharge or death (e.g., vacation, holiday,
sickness, disability, leave of absence or lay off), and ending with the date the
Employee performs an Hour of Service.

         1.61 "PLAN" shall mean the Intertape Polymer Group Inc. USA Employees'
Stock Ownership and Retirement Savings Plan (f/k/a Intertape Polymer Group Inc.
USA Employees' Retirement Plan) as herein set forth, as it may be amended from
time to time.

         1.62 "PLAN ADMINISTRATOR" shall mean the Company.

         1.63 "PLAN YEAR" shall mean the 12 month period ending on December 31.

         1.64 "POOLED INVESTMENT FUND" shall mean a Fund established under
Article XI, the combined assets of which shall consist of the common investments
of all Participants selecting the Fund.

         1.65 "QUALIFIED JOINT AND SURVIVOR ANNUITY" shall mean

                  (a) in the case of a Participant who has an Eligible Spouse,
         an annuity for the life of the Participant with a survivor annuity for
         the life of his spouse that is 50% of the amount of the annuity payable
         during the joint lives of the Participant and his spouse; provided,
         however, that such annuity shall be the actuarial equivalent of the
         benefit that would otherwise be paid to the Participant; and



                                      I-15
<PAGE>   18


                  (b) in the case of any other Participant, an annuity for the
         life of the Participant.

         1.66 "QUALIFIED NON-ELECTIVE CONTRIBUTIONS ACCOUNT" shall mean an
account established pursuant to section 7.2 with respect to Non-Elective
Contributions made pursuant to section 6.4 (and its predecessor provisions).

         1.67 "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" shall mean a survivor
annuity for the life of the surviving spouse of the Participant equal to the
death benefit provided in section 9.5 of Article IX and that begins within a
reasonable time following the death of the Participant.

         1.68 "ROLLOVER CONTRIBUTION" shall mean a contribution pursuant to
section 6.7 by an Employer on behalf of an Employee.

         1.69 ROLLOVER/MERGER ACCOUNT" shall mean an account established
pursuant to section 7.2 with respect to qualified Rollover Contributions made
pursuant to section 6.7.

         1.70 "SECTION 415 COMPENSATION" shall mean:

                  (a) Wages, salaries, and fees for professional services and
         other amounts received (without regard to whether or not an amount is
         paid in cash) for personal services actually rendered in the course of
         employment with the Employer to the extent that the amounts are
         includible in gross income (including, but not limited to, commissions
         paid salesmen, compensation for services on the basis of a percentage
         of profits, commissions on insurance premiums, tips, bonuses, fringe
         benefits, and reimbursements or other expense allowances under a
         nonaccountable plan (as described in Section 1.62-2(c) of the Income
         Tax Regulations), and, effective for Plan Years beginning on or after
         January 1, 1998,

                           (1) any elective deferral (as defined in Section
                  402(g)(3) of the Code),

                           (2) any amount which is contributed or deferred by
                  the Employer at the election of the Employee and which is not
                  includible in the gross income of the Employee by reason of
                  Section 125 or 457 of the Code, and

                           (3) for Plan Years beginning on and after January 1,
                  2001, any amount which is contributed or deferred by the
                  Employer at the election of the Employee and which is not
                  includible in the gross income of the Employee by reason of
                  Code Section 132(f).



                                      I-16
<PAGE>   19


                  (b) Section 415 Compensation shall exclude the following:

                           (1) Employer contributions (except as set forth in
                  section 1.70(a) above) to a plan of deferred compensation
                  which are not includible in the Employee's gross income for
                  the taxable year in which contributed, or Employer
                  contributions (except as set forth in section 1.70(a) above)
                  under a simplified employee pension or any distributions from
                  a plan of deferred compensation; provided, however, that any
                  amounts received by an Employee pursuant to an unfunded
                  non-qualified plan are permitted to be considered as Section
                  415 Compensation in the year the amounts are includible in the
                  gross income of the Employee;

                           (2) Amounts realized from the exercise of a
                  non-qualified stock option, or when restricted stock (or
                  property) held by the Employee either becomes freely
                  transferable or is no longer subject to a substantial risk of
                  forfeiture;

                           (3) Amounts realized from the sale, exchange or other
                  disposition of stock acquired under a qualified stock option;
                  and

                           (4) Effective for Plan Years beginning prior to
                  January 1, 1998, other amounts which received special tax
                  benefits, or contributions made by the Employer (whether or
                  not under a salary reduction agreement) towards the purchase
                  of an annuity contract described in Section 403(b) of the Code
                  (whether or not the contributions are actually excludable from
                  the gross income of the Employee).

         1.71 "SEGREGATED INVESTMENT FUND" shall mean a Fund established under
Article XI, in which the assets of each Participant selecting the Fund shall be
separately invested, and for which the earnings attributable to such assets
shall be separately accounted.

         1.72 "TOP HEAVY PLAN" shall mean this Plan if the aggregate account
balances (not including voluntary rollover contributions made by any Participant
from an unrelated plan) of the Key Employees and their beneficiaries for such
Plan Year exceed 60% of the aggregate account balances (not including voluntary
rollover contributions made by any Participant from an unrelated plan) for all
Participants and their beneficiaries. Such values shall be determined for any
Plan Year as of the last day of the immediately preceding Plan Year. The account
balances on any determination date shall include the aggregate distributions
made with respect to Participants during the five-year period ending on the
determination date. For the purposes of this definition, the aggregate account
balances for any Plan Year shall include the account balances and accrued
benefits of all retirement plans qualified under Section 401(a) of the Code with
which this Plan is required to be aggregated to meet the requirements of Section
401(a)(4) or 410 of the Code (including terminated plans that would have been
required to be aggregated with this Plan) and all plans of an Employer or an
Affiliate in which a Key Employee participates; and such term may include (at



                                      I-17
<PAGE>   20


the discretion of the Plan Administrator) any other retirement plan qualified
under Section 401(a) of the Code that is maintained by an Employer or an
Affiliate, provided the resulting aggregation group satisfies the requirements
of Sections 401(a) and 410 of the Code. All calculations shall be on the basis
of actuarial assumptions that are specified by the Plan Administrator and
applied on a uniform basis to all plans in the applicable aggregation group. The
account balance of any Participant shall not be taken into account if:

                  (a) he is a Non-Key Employee for any Plan Year, but was a Key
         Employee for any prior Plan Year, or

                  (b) for Plan Years beginning after December 31, 1984, he has
         not performed any service for an Employer during the five-year period
         ending on the determination date.

         1.73 "TRUST" shall mean the trust established by the Agreement and
Declaration of Trust.

         1.74 "TRUSTEE" shall mean the individual, individuals or corporation
designated as trustee under the Agreement and Declaration of Trust.

         1.75 "TRUST FUND" or "TRUST FUNDS" shall mean the trust fund
established under the Agreement and Declaration of Trust from which the amounts
of supplementary compensation provided for by the Plan are to be paid or are to
be funded.

         1.76 "VALUATION DATE" shall mean the last day of each Plan Year, or
such other dates as may be selected by the Plan Administrator. In the event that
the Plan Administrator designates each business day as a Valuation Date, the
term "business day" shall mean a day on which the New York Stock Exchange and
the home office of any third-party administrator that contracts with the Plan
Administrator to provide services to the Plan are open for business.

         1.77 "VALUATION PERIOD" shall mean the period beginning with the first
day after a Valuation Date and ending with the next Valuation Date.

         1.78 "YEAR OF SERVICE" shall mean

                  (a) the number of years included in an Employee's Periods of
         Service determined by aggregating all his years and days of service and
         converting days into years based upon the assumption that a year
         includes 365 days. Any Period of Service remaining after the
         aggregation that totals less than 365 days shall be disregarded in
         determining an Employee's number of Years of Service.

                  (b) For each Employee who was employed by Anchor Continental,
         Inc., Cajun Bag & Supply Corp. or International Container Systems,
         Inc., such Employee's "Years of Service" shall include, for all
         purposes of the Plan, service with Coating Technologies International,
         Inc. 401(k) Profit Sharing Plan for CTI and Anchor Continental, Inc.



                                      I-18
<PAGE>   21

         Employees, Cajun Bag & Supply Corp. and International Container
         Systems, Inc. during such time that a qualified plan was maintained for
         the benefit of the Employee.

                  (c) For each Employee of Tape, Inc. who was employed by
         Central Products Company as of August 9, 1999 or Spinnaker Electrical
         Tape Company as of July 29, 1999, such Employee's "Years of Service"
         shall include, for all purposes of the Plan, service with such
         entities.

                  (d) For each Employee that was a participant in the Intertape
         Polymer Corp. Retirement Plan or the Polymer International Corp. 401(k)
         Savings-Retirement Plan, such Employee's "Years of Service" shall
         include, for all purposes of the Plan, years of service credited under
         the Intertape Polymer Corp. Retirement Plan and the Polymer
         International Corp. 401(k) Savings-Retirement Plan.






                                      I-19
<PAGE>   22




                                   ARTICLE II

                AMENDMENT AND RESTATEMENT, AND NAME, OF THE PLAN

         2.1 The Employers' 401(k) profit sharing plan is hereby amended and
restated in accordance with the terms hereof to be a combined employee stock
ownership plan and 401(k) plan. The amended and restated Plan shall be known as
the "INTERTAPE POLYMER GROUP INC. USA EMPLOYEES' STOCK OWNERSHIP AND RETIREMENT
SAVINGS PLAN (F/K/A INTERTAPE POLYMER GROUP INC. USA EMPLOYEES' RETIREMENT
PLAN)."


                                      II-1
<PAGE>   23




                                  ARTICLE III

                        PURPOSE OF THE PLAN AND THE TRUST

         3.1 EXCLUSIVE BENEFIT. This Plan is created for the sole purpose of
providing benefits to the Participants and enabling them to share in the growth
of their Employer and is designed to invest ESOP Accounts in Employer
Securities. Except as otherwise provided herein and as otherwise permitted by
law, in no event shall any part of the principal or income of the Trust be paid
to or reinvested in any Employer or be used for or diverted to any purpose
whatsoever other than for the exclusive benefit of the Participants and their
beneficiaries.

         3.2 RETURN OF CONTRIBUTIONS. Notwithstanding the foregoing provisions
of section 3.1, any contribution made by an Employer to this Plan by a mistake
of fact may be returned to the Employer within one year after the payment of the
contribution; and any contribution made by an Employer that is conditioned upon
the deductibility of the contribution under Section 404 of the Code (each
contribution shall be presumed to be so conditioned unless the Employer
specifies otherwise) may be returned to the Employer if the deduction is
disallowed and the contribution is returned (to the extent disallowed) within
one year after the disallowance of the deduction.

         3.3 PARTICIPANTS' RIGHTS. The establishment of this Plan shall not be
considered as giving any Employee, or any other person, any legal or equitable
right against any Employer, any Affiliate, the Plan Administrator, the Trustee
or the principal or the income of the Trust, except to the extent otherwise
provided by law. The establishment of this Plan shall not be considered as
giving any Employee, or any other person, the right to be retained in the employ
of any Employer or any Affiliate.

         3.4 QUALIFIED PLAN. This Plan and the Trust are intended to qualify
under the Code as a tax-free employees' plan and trust, as a cash or deferred
arrangement subject to Section 401(k) of the Code with respect to Elective
Contributions, and as an employee stock ownership plan within the meaning of
Section 4975(e)(7) of the Code with respect to ESOP Accounts. The provisions of
this Plan and the Trust should be interpreted accordingly.


                                     III-1
<PAGE>   24

                                   ARTICLE IV

                               PLAN ADMINISTRATOR

         4.1 ADMINISTRATION OF THE PLAN. The Plan Administrator shall control
and manage the operation and administration of the Plan, except with respect to
investments. The Administrator shall have no duty with respect to the
investments to be made of the funds in the Trust except as may be expressly
assigned to it by the terms of the Agreement and Declaration of Trust.

         4.2 POWERS AND DUTIES. The Administrator shall have complete control
over the administration of the Plan herein embodied, with all powers necessary
to enable it to carry out its duties in that respect. Not in limitation, but in
amplification of the foregoing, the Administrator shall have the power and
discretion to interpret or construe this Plan and to determine all questions
that may arise as to the status and rights of the Participants and others
hereunder.

         4.3 DIRECTION OF TRUSTEE. It shall be the duty of the Administrator to
direct the Trustee with regard to the allocation and the distribution of the
benefits to the Participants and others hereunder.

         4.4 SUMMARY PLAN DESCRIPTION. The Administrator shall prepare or cause
to be prepared a Summary Plan Description (if required by law) and such periodic
and annual reports as are required by law.

         4.5 DISCLOSURE. At least once each year, the Administrator shall
furnish to each Participant a statement containing the value of his interest in
the Trust Fund and such other information as may be required by law.

         4.6 CONFLICT IN TERMS. The Administrator shall notify each Employee, in
writing, as to the existence of the Plan and Trust and the basic provisions
thereof. In the event of any conflict between the terms of this Plan and Trust
as set forth in this Plan and in the Agreement and Declaration of Trust and as
set forth in any explanatory booklet or other description, this Plan and the
Agreement and Declaration of Trust shall control.

         4.7 NONDISCRIMINATION. The Administrator shall not take any action or
direct the Trustee to take any action whatsoever that would result in unfairly
benefiting one Participant or group of Participants at the expense of another or
in improperly discriminating between Participants similarly situated or in the
application of different rules to substantially similar sets of facts.

         4.8 RECORDS. The Administrator shall keep a complete record of all its
proceedings as such Administrator and all data necessary for the administration
of the Plan. All of the foregoing records and data shall be located at the
principal office of the Administrator.



                                      IV-1
<PAGE>   25

         4.9 FINAL AUTHORITY. Except to the extent otherwise required by law,
the decision of the Administrator in matters within its jurisdiction shall be
final, binding and conclusive upon each Employer and each Employee, member and
beneficiary and every other interested or concerned person or party.

         4.10 CLAIMS.

                  (a) Claims for benefits under the Plan may be made by a
         Participant or a beneficiary of a Participant on forms supplied by the
         Plan Administrator. Written notice of the disposition of a claim shall
         be furnished to the claimant by the Administrator within ninety (90)
         days after the application is filed with the Administrator, unless
         special circumstances require an extension of time for processing, in
         which event action shall be taken as soon as possible, but not later
         than one hundred eighty (180) days after the application is filed with
         the Administrator; and, in the event that no action has been taken
         within such ninety (90) or one hundred eighty (180) day period, the
         claim shall be deemed to be denied for the purposes of section 4.10(b).
         In the event that the claim is denied, the denial shall be written in a
         manner calculated to be understood by the claimant and shall include
         the specific reasons for the denial, specific references to pertinent
         Plan provisions on which the denial is based, a description of the
         material information, if any, necessary for the claimant to perfect the
         claim, an explanation of why such material information is necessary and
         an explanation of the claim review procedure.

                  (b) If a claim is denied (either in the form of a written
         denial or by the failure of the Plan Administrator, within the required
         time period, to notify the claimant of the action taken), a claimant or
         his duly authorized representative shall have sixty (60) days after the
         receipt of such denial to petition the Plan Administrator in writing
         for a full and fair review of the denial, during which time the
         claimant or his duly authorized representative shall have the right to
         review pertinent documents and to submit issues and comments in
         writing. The Plan Administrator shall promptly review the claim and
         shall make a decision not later than sixty (60) days after receipt of
         the request for review, unless special circumstances require an
         extension of time for processing, in which event a decision shall be
         rendered as soon as possible, but not later than one hundred twenty
         (120) days after the receipt of the request for review. If such an
         extension is required because of special circumstances, written notice
         of the extension shall be furnished to the claimant prior to the
         commencement of the extension. The decision of the review shall be in
         writing and shall include specific reasons for the decision, written in
         a manner calculated to be understood by the claimant, with specific
         references to the Plan provisions on which the decision is based.

         4.11 APPOINTMENT OF ADVISORS. The Administrator may appoint such
accountants, counsel (who may be counsel for an Employer), specialists and other
persons that it deems necessary and desirable in connection with the
administration of this Plan. The Administrator, by action of its Board of
Directors, may designate one or more of its employees to perform the duties
required of the Administrator hereunder.




                                      IV-2
<PAGE>   26




                                   ARTICLE V

                          ELIGIBILITY AND PARTICIPATION

         5.1 CURRENT PARTICIPANTS. Any Employee who was a Participant in this
Plan on the Effective Date of this amendment and restatement of the Plan shall
remain as a Participant in the Plan.

         5.2 ELIGIBILITY AND PARTICIPATION.

                  (a) Except as provided in section 5.1 above, any Employee of
         an Employer shall be eligible to become a Participant in the Plan upon
         the later of completing 90 consecutive days of service (one Year of
         Service for Plan Years prior to January 1, 2000) and attaining age 18
         (age 21 prior to October 1, 1998).

                  (b) Upon completion of the eligibility requirements described
         above, an Employee shall enter the Plan as a Participant, if he is
         still an Employee of an Employer, on the first Entry Date concurring
         therewith or occurring thereafter. An Employee who has completed the
         eligibility requirements prior to becoming an Employee of an Employer
         shall enter the Plan as a Participant on the date he becomes an
         Employee of an Employer (or, if later, on the first Entry Date
         following the completion of his eligibility requirements).

         5.3 FORMER EMPLOYEES.

                  (a) A Participant who separates from service with the Employer
         and who subsequently reenters the employ of an Employer as an Employee
         shall be eligible again to become an active Participant on the date of
         his reemployment, regardless of whether such date is a normal Entry
         Date. This requirement is satisfied if such Employee is permitted to
         commence or resume, as the case may be, making elective contributions
         no later than the beginning of the first payroll period commencing
         after the Employee's date of reemployment.

                  (b) An Employee who satisfies the eligibility requirements set
         forth above and who terminates employment with the Employer prior to
         becoming a Participant will become a Participant on the later of (A)
         the Entry Date on which he would have entered the Plan had he not
         terminated employment or (B) the date of his reemployment.

                  (c) An Employee who incurs a Break in Service prior to
         satisfying the eligibility requirements set forth above shall be
         eligible to become a Participant upon completion of such requirements.

         5.4 CHANGE IN EMPLOYMENT CLASSIFICATION.

                  (a) A Participant who ceases to be an Employee of an Employer
         will no longer actively participate in the Plan after the date he
         ceases to be an Employee of an Employer although he will continue to be
         credited with Years of Service for purposes of Article VIII. If such



                                      V-1
<PAGE>   27

         individual subsequently resumes his status as an Employee of an
         Employer, he shall be eligible again to become an active Participant on
         the date of his reemployment, regardless of whether such date is a
         normal Entry Date. This requirement is satisfied if such Employee is
         permitted to commence or resume, as the case may be, making elective
         contributions no later than the beginning of the first payroll period
         commencing after the date he resumes his status as an Employee of an
         Employer.

                           (b) If an individual who is employed by an Employer
         but who is not an Employee becomes an Employee, such Employee shall
         enter the Plan as an active Participant on the later of (1) the date
         the individual becomes an Employee of an Employer or (2) the Entry Date
         on which he would have entered the Plan had he been an Employee
         throughout his employment with the Employer. If the Employee enters the
         Plan as an active Participant on the date the he becomes an Employee,
         then he shall be permitted to commence making elective contributions no
         later than the beginning of the first payroll period commencing after
         the date he becomes an Employee.



                                      V-2
<PAGE>   28




                                   ARTICLE VI

                           CONTRIBUTIONS TO THE TRUST

         6.1 PARTICIPANTS' ESOP ELECTIVE CONTRIBUTIONS AND NON-ESOP ELECTIVE
CONTRIBUTIONS.

                  (a) Each Employer shall contribute to the Trust, on behalf of
         each Participant, an Elective Contribution as specified in a salary
         reduction agreement (if any) between the Participant and such Employer
         under which the Participant elects, pursuant to the terms of this Plan,
         to reduce the compensation otherwise payable to him by an amount
         allocable to his Elective Contributions Account.

                           (1) Each Elective Contribution made on behalf of the
                  Participant that is initially invested in the ESOP Company
                  Stock Fund pursuant to Article XI shall be deemed to be an
                  ESOP Contribution.

                           (2) Each Elective Contribution made on behalf of the
                  Participant that is initially invested in a Fund other than
                  the ESOP Company Stock Fund pursuant to Article XI shall be
                  deemed to be a Non-ESOP Contribution.

                  (b) The Elective Contribution for a Participant for Plan Years
         beginning on and after January 1, 2001 shall not exceed the lesser of

                                    (1) (A) $10,500 (adjusted under such
                           regulations as may be issued from time to time by the
                           Secretary of the Treasury) with respect to any
                           calendar year,

                                    (B) reduced, during the calendar year
                           immediately following the year of a Participant's
                           Hardship withdrawal, pursuant to section 10.1, by the
                           amount of such Participant's aggregate Elective
                           Contributions for the year of the Hardship
                           withdrawal, or

                           (2) 15% of the Participant's Compensation for such
                  Plan Year (or such lower percentage as may be selected by the
                  Board of Directors for the Plan Year).

         The minimum contribution made on behalf of a Participant electing to
         make a contribution pursuant to this section 6.1 for any Plan Year
         shall be 1% of his Compensation.

                  (c) (1) If a Participant's Elective Contributions made
         pursuant to section 6.1(a), together with any elective contributions by
         the Participant to any other plans of his Employer or an Affiliate
         intended to qualify under Sections 401(k) or 403(b) of the Code, exceed
         the limitation set forth in section 6.1(b)(1) for any calendar year,
         the Administrator, upon notification from the Participant or his




                                      VI-1
<PAGE>   29

         Employer, shall refund to such Participant the portion of such excess
         that is attributable to contributions made pursuant to section 6.1(a),
         increased by the earnings thereon for such calendar year (such earnings
         shall be determined by the Plan Administrator, as of the last day of
         the calendar year preceding the date the refund is made, in a manner
         consistent with the provisions of section 7.5(a) and Treasury
         Regulation Section 1.402(g)-1(e)(5)) and reduced by any excess Elective
         Contributions, and earnings, for the Plan Year beginning with or within
         the calendar year that have been previously distributed to the
         Participant in accordance with the provisions of section 6.1(h). Any
         such refund shall be made on or before April 15 of the calendar year
         following the calendar year in which the excess Elective Contributions
         are made.

                           (2) If a Participant's Elective Contributions made
                  pursuant to section 6.1(a), together with any elective
                  contributions by the Participant to any other plans intended
                  to qualify under Sections 401(k), 403(b), 408(k) or 457 of the
                  Code, exceed the limitation set forth in section 6.1(b)(1) for
                  any calendar year (after the application of section
                  6.1(c)(1)), the Administrator may refund to such Participant,
                  at the Participant's request, the portion of such excess that
                  is attributable to contributions made pursuant to section
                  6.1(a) increased by the earnings thereon for such calendar
                  year (determined as provided in section 6.1(c)(1)) and reduced
                  by any excess Elective Contributions, and earnings, for the
                  Plan Year beginning with or within the calendar year that have
                  been previously distributed to the Participant in accordance
                  with the provisions of section 6.1(h). Any such refund shall
                  be made on or before April 15 of the calendar year following
                  the calendar year in which the excess Elective Contributions
                  are made.

                           (3) Excess Elective Contributions, and earnings,
                  shall be determined for purposes of sections 6.1(b)(1),
                  6.1(c)(1) and 6.1(c)(2) after taking into account any previous
                  refunds to the Participant of excess Elective Contributions,
                  and earnings, for the Plan Year ending with or within the
                  calendar year made in accordance with the provisions of
                  section 6.1(h).

                  (d) Any salary reduction agreement with respect to Elective
         Contributions shall be executed (or otherwise communicated to the Plan
         Administrator in a manner selected by the Administrator) and in effect
         prior to the date selected by the Administrator for the first pay
         period to which it applies. Any such agreement may be revised by the
         Participant in accordance with rules and procedures established by the
         Plan Administrator and communicated to Participants, and shall also be
         effective as to any bonus provided to the Participant.



                                      VI-2
<PAGE>   30


                  (e) The Administrator shall have the right to require any
         Participant to reduce his Elective Contributions under any such
         agreements, or to refuse deferral of all or part of the amount set
         forth in such agreements, if necessary to comply with the requirements
         of this Plan and the Code.

                  (f) A Participant may suspend further Elective Contributions
         to the Plan at any time, provided the request for such suspension is
         received by the Plan Administrator prior to the date selected by the
         Administrator for the first pay period to which such suspension
         applies. Any Participant who suspends further contributions relating to
         periodic pay may reinstate such contributions by providing written
         notice to the Plan Administrator (or other communication in a manner
         selected by the Administrator) for any month thereafter (and as of the
         date within such month as determined by the Administrator). Any such
         notice shall be delivered within the time period designated by the Plan
         Administrator.

                  (g) In the event that a Participant receives a withdrawal of
         his Elective Contributions pursuant to section 10.1, such Participant
         shall not be permitted to make any further Elective Contributions
         pursuant to section 6.1(a) for a period of 12 months following the date
         of such withdrawal. After the completion of the 12-month period, the
         Participant may reinstate Elective Contributions in accordance with the
         provisions of section 6.1(f).

                  (h) (1) In the event that the Elective Contributions of Highly
                  Compensated Employees made as ESOP Contributions pursuant to
                  section 6.1(a)(1) or made as Non-ESOP Contributions pursuant
                  to section 6.1(a)(2) exceed the limitations set forth in
                  section 6.5, the aggregate excess Elective Contributions made
                  as ESOP Contributions or as Non-ESOP Contributions (plus the
                  earnings thereon for the Plan Year to which the excess
                  contributions relate), determined as set forth in section
                  6.1(h)(2) below, shall be distributed to the Highly
                  Compensated Employees as provided in section 6.1(h)(3) below
                  on or before the 15th day of the third month after the close
                  of the Plan Year to which the excess contributions relate.
                  Notwithstanding the preceding sentence, the Plan Administrator
                  may delay the distribution of any excess Elective
                  Contributions made as ESOP Contributions or as Non-ESOP
                  Contributions (plus the earnings thereon for the Plan Year to
                  which the excess contributions relate) attributable to an
                  Employer beyond the 15th day of the third month of such Plan
                  Year, if the Employer consents to such delay and the
                  Administrator refunds all such excess amounts not later than
                  12 months after the close of the Plan Year to which the excess
                  contributions relate.

                           (2) For purposes of section 6.1(h)(1), effective for
                  Plan Years beginning on or after January 1, 1997, the amount
                  of the aggregate excess Elective Contributions made as ESOP



                                      VI-3
<PAGE>   31

                  Contributions (for Plan Years beginning on and after January
                  1, 2001) or as Non-ESOP Contributions for the Plan Year shall
                  be equal to the sum of the amounts of such excess
                  contributions attributable to each Highly Compensated Employee
                  for the Plan Year.

                                    (A) In order to determine the amount of the
                           excess Elective Contributions made as ESOP
                           Contributions or as Non-ESOP Contributions
                           attributable to each Highly Compensated Employee, the
                           Plan Administrator shall first reduce the Actual
                           Deferral Ratio of the Highly Compensated Employee
                           with the highest Actual Deferral Ratio for the Plan
                           Year to the extent required to:

                                          (i) enable the arrangement to satisfy
                                    the limitations set forth in section 6.5, or

                                          (ii) cause such Highly Compensated
                                    Employee's Actual Deferral Ratio to equal
                                    the Actual Deferral Ratio of the Highly
                                    Compensated Employee with the next highest
                                    Actual Deferral Ratio.

                  Then, if necessary, the Plan Administrator shall reduce the
                  Actual Deferral Ratios of the Highly Compensated Employees
                  with the next highest Actual Deferral Ratio for the Plan Year
                  (including the Actual Deferral Ratio(s) of the Highly
                  Compensated Employee(s) whose Actual Deferral Ratio the Plan
                  Administrator already has reduced) to the extent required to
                  comply with section 6.1(h)(2)(A)(i) or 6.1(h)(2)(A)(ii). This
                  process shall then be repeated until the Actual Deferral
                  Percentage for the Highly Compensated Employees satisfies the
                  limitations set forth in section 6.6.

                           (B) The amount of the excess Elective Contributions
                  made as ESOP Contributions or as Non-ESOP Contributions that
                  are attributable to each Highly Compensated Employee shall
                  equal the remainder of

                                          (i) the total Elective Contributions
                                    made as ESOP Contributions or as Non-ESOP
                                    Contributions (and any Non-Elective
                                    Contributions treated as Elective
                                    Contributions made as ESOP Contributions or
                                    as Non-ESOP Contributions) on behalf of the
                                    Participant (determined prior to the
                                    application of this section 6.1(h)(2)),
                                    minus

                                          (ii) the amount determined by
                                    multiplying the Participant's Actual
                                    Deferral Ratio (determined after application


                                      VI-4
<PAGE>   32


                                    of section 6.1(h)(2)(A)) by his Compensation
                                    used in determining such ratio.

                           (3) In order to determine the dollar amount of the
                  excess Elective Contributions made as ESOP Contributions or as
                  Non-ESOP Contributions that are distributable to each Highly
                  Compensated Employee pursuant to section 6.1(h)(1) effective
                  for Plan Years beginning on or after January 1, 1997, the Plan
                  Administrator shall first reduce the Elective Contributions
                  made as ESOP Contributions (for Plan Years beginning on and
                  after January 1, 2001) or as Non-ESOP Contributions of the
                  Highly Compensated Employee(s) with the highest dollar amount
                  of Elective Contributions made as ESOP Contributions or as
                  Non-ESOP Contributions for the Plan Year by a dollar amount
                  equal to the lesser of

                               (A) the aggregate excess Elective Contributions
                  made as ESOP Contributions or as Non-ESOP Contributions
                  determined under section 6.1(h)(2), or

                               (B) the dollar amount necessary to reduce such
                  Highly Compensated Employee's Elective Contributions made as
                  ESOP Contributions or as Non-ESOP Contributions to a dollar
                  amount that is equal to the dollar amount of Elective
                  Contributions made as ESOP Contributions or as Non-ESOP
                  Contributions of the Highly Compensated Employee with the next
                  highest dollar amount of such Elective Contributions.

                  Then, if necessary, the Plan Administrator shall reduce the
                  Elective Contributions made as ESOP Contributions or as
                  Non-ESOP Contributions of the Highly Compensated Employees
                  with the next highest dollar amount of such Elective
                  Contributions for the Plan Year (including the Highly
                  Compensated Employee(s) whose Elective Contributions the Plan
                  Administrator already has reduced) to the extent required to
                  comply with section 6.1(h)(2). This process shall then be
                  repeated until the aggregate excess Elective Contributions
                  made as ESOP Contributions or as Non-ESOP Contributions and
                  determined under section 6.1(h)(2) or 6.1(h)(3)(B) have been
                  eliminated. The reduced amounts shall be distributed in
                  accordance with section 6.1(h)(1) to the Highly Compensated
                  Employees to whom the reductions are attributable under this
                  section 6.1(h)(3). For purposes of this section 6.1(h)(3),
                  Elective Contributions shall include amounts treated as
                  elective contributions.

                           (4) The amount of excess Elective Contributions made
                  as ESOP Contributions or as Non-ESOP Contributions that may be
                  distributed under this section 6.1(h) with respect to a
                  Participant for a Plan Year shall be reduced by any excess



                                      VI-5
<PAGE>   33

                  deferrals previously distributed to such Participant under
                  section 6.1(c) for the Participant's taxable year ending with
                  or within such Plan Year.

                           (5) The Plan Administrator may use any reasonable
                  method for computing the income allocable to excess
                  contributions, provided that the method does not violate
                  Section 401(a)(4) of the Code, is used consistently for all
                  Participants and for all corrective distributions under the
                  Plan for the Plan Year, and is used by the Plan for allocating
                  income to Participants' Accounts.

         6.2 ESOP MATCHING CONTRIBUTIONS AND NON-ESOP MATCHING CONTRIBUTIONS.

                  (a) (1) For Plan Years beginning on and after January 1, 2000,
                  each Employer, at the discretion of the Board of Directors of
                  the Company, may contribute to the Trust an ESOP Matching
                  Contribution on behalf of each eligible Participant (as
                  determined pursuant to section 6.2(b)) for whom an Elective
                  Contribution is made to the Plan during the Plan Year. The
                  amount of any ESOP Matching Contribution made pursuant to this
                  section 6.2(a)(1), if any, shall be determined by the Board of
                  Directors for the Company; provided, however, that no ESOP
                  Matching Contribution shall be made for a Participant for that
                  portion of his Elective Contribution that is in excess of 6%
                  of the Participant's Compensation for the Plan Year; and,
                  provided, further, that the Employers shall make an aggregate
                  ESOP Matching Contribution sufficient to permit the scheduled
                  repayment of any loan used to purchase Employer Securities
                  (after consideration of any contributions made pursuant to
                  sections 6.3(a) and 6.4(a)). The amount allocable to a
                  Participant eligible to share in the ESOP Matching
                  Contribution under this section 6.2(a)(1) of Article VI for
                  the Plan Year shall be

                                    (A) the amount that shall bear the same
                           ratio to the total of such contribution for the Plan
                           Year

                                    (B) as the Participant's Recognized Elective
                           Contribution for such Plan Year bears to the
                           aggregate Recognized Elective Contributions of all
                           Participants employed by the Employers who are
                           eligible to share in the contribution for such Plan
                           Year.

                           (2) Each Employer, at the discretion of the Board of
                  Directors of the Company, may contribute to the Trust a
                  Non-ESOP Matching Contribution on behalf of each eligible
                  Participant (as determined pursuant to section 6.2(b)) for
                  whom an Elective Contribution is made to the Plan for the Plan
                  Year. The amount of any Non-ESOP Matching Contribution made
                  pursuant to this section 6.2(a)(2), if any, shall be
                  determined by the Board of Directors for the Company;
                  provided, however, that no Non-ESOP Matching Contribution



                                      VI-6
<PAGE>   34


                  shall be made for that portion of his Recognized Elective
                  Contribution that is in excess of 6% of the Participant's
                  Compensation for the Plan Year. The amount allocable to a
                  Participant eligible to share in the Non-ESOP Matching
                  Contribution for the Plan Year shall be

                                    (A) the amount that shall bear the same
                           ratio to the total of such contribution for the Plan
                           year

                                    (B) as the Participant's Recognized Elective
                           Contribution for such Plan Year bears to the
                           aggregate Recognized Elective Contributions of all
                           Participants employed by such Employer who are
                           eligible to share in the contribution for such Plan
                           Year.

                           (3) For purposes of sections 6.2(a)(1) and 6.2(a)(2),
                  a Participant's Recognized Elective Contribution for each Plan
                  Year shall be the aggregate amount of his Elective
                  Contribution made to the Plan pursuant to section 6.1(a)
                  (after consideration of the refund requirements of sections
                  6.1(c) and 6.1(h)).

                  (b) (1) Except as otherwise provided in this section 6.2(b), a
                  Participant shall be eligible to share in the ESOP Matching
                  Contribution or Non-ESOP Matching Contribution, described in
                  section 6.2(a)(1) or 6.2(a)(2), for a Plan Year if he has
                  completed a Period of Service of at least 180 days during the
                  Plan Year and, if he is employed by his Employer on the last
                  day of such Plan Year (or if his employment is terminated by
                  his disability [as defined in section 8.2(b)] or death).

                           (2) In the event that the eligibility requirements
                  set forth in section 6.2(b)(1) would cause this Plan to fail
                  to meet the coverage requirements of this section 6.2(b)(2)
                  for any Plan Year, a Participant shall also be entitled to
                  share in the ESOP Matching Contribution or Non-ESOP Matching
                  Contribution if he meets the requirements of section
                  6.2(b)(3). In order to meet the coverage requirements of this
                  section 6.2(b)(2) for the Plan Year, the Plan's "ratio
                  percentage" for the Plan Year shall be at least seventy
                  percent (70%). For purposes of this section 6.2(b)(2), the
                  Plan's "ratio percentage" shall mean the percentage (rounded
                  to the nearest hundredth of a percentage point) determined by
                  dividing the percentage of the Non-Highly Compensated
                  Employees who benefit under the Plan by the percentage of the
                  Highly Compensated Employees who benefit under the Plan. The
                  percentage of the Non-Highly Compensated Employees who benefit
                  under the Plan shall be determined by dividing the number of
                  Non-Highly Compensated Employees who are Participants in the
                  Plan and are entitled to share in ESOP Matching Contributions




                                      VI-7
<PAGE>   35

                  or Non-ESOP Matching Contributions under the Plan by the total
                  number of Non-Highly Compensated Employees who have met the
                  eligibility and participation requirements of Article V. The
                  percentage of the Highly Compensated Employees who benefit
                  under the Plan shall be determined by dividing the number of
                  Highly Compensated Employees who are Participants in the Plan
                  and are entitled to share in ESOP Matching Contributions or
                  Non-ESOP Matching Contributions under the Plan by the total
                  number of Highly Compensated Employees who have met the
                  eligibility and participation requirements of Article V. The
                  Plan's "ratio percentage" shall be determined as of the last
                  day of the Plan Year, taking into account all Employees who
                  were Employees on any day during the Plan Year.

                           (3) If this Plan would otherwise fail to meet the
                  coverage requirements of section 6.2(b)(2) for a Plan Year, a
                  Participant shall be entitled to share in the ESOP Matching
                  Contributions or Non-ESOP Matching Contributions pursuant to
                  this section 6.2(b)(3) if:

                                    (A) he is a Non-Highly Compensated Employee;

                                    (B) he completes 500 Hours of Service during
                           such Plan Year, regardless of whether such Plan Year
                           constitutes a Year of Service for such Participant or
                           whether he is employed by his Employer on the last
                           day of the Plan Year; and

                                    (C) the allocation of an ESOP Matching
                           Contribution or Non-ESOP Matching Contribution to the
                           Participant is required by this section 6.2(b)(3)(C).
                           The number of Participants entitled to an allocation
                           required by this section 6.2(b)(3)(C) (the "Required
                           Number of Participants"), when added to the
                           Non-Highly Compensated Employees who are eligible to
                           receive an allocation pursuant to the provisions of
                           section 6.2(b)(1), shall be equal to the minimum
                           number of Non-Highly Compensated Employees who are
                           required to be eligible for an ESOP Matching
                           Contribution or Non-ESOP Matching Contribution from
                           the Plan during the Plan Year in order to meet the
                           minimum coverage requirements of section 6.2(b)(2).
                           An allocation is required by this section
                           6.2(b)(3)(C)) if a Participant is among the Required
                           Number of Participants paid the lowest Compensation
                           by their Employers for the Plan Year (determined
                           without regard to those Participants who are entitled
                           to an allocation pursuant to section 6.2(b)(1)
                           above). If two or more Participants would otherwise
                           be determined to have been paid the same amount of
                           Compensation by their Employers for the Plan Year,
                           then the Participant who was first credited with an



                                      VI-8
<PAGE>   36



                           Hour of Service for his Employer or any Affiliate
                           thereof shall be deemed to paid the lowest
                           Compensation of such two or more Participants and the
                           Participant who was next credited with an Hour of
                           Service for his Employer or any Affiliate thereof
                           shall be deemed to paid the next lowest Compensation
                           and the process shall be repeated until the Plan
                           Administrator has determined the Participants who are
                           among the Required Number of Participants paid the
                           lowest Compensation by their Employers for the Plan
                           Year.

                  (c) (1) Except as noted in section 6.2(d), any ESOP Matching
                  Contribution made by an Employer on account of an Elective
                  Contribution that has been refunded pursuant to the terms of
                  the Plan shall be forfeited. Unless otherwise required by
                  section 8.3(d)(3) such forfeiture (together with any
                  additional unallocated forfeitures) shall be used to reduce
                  ESOP Matching Contributions for the Plan Year in which the
                  forfeiture occurs. In the event that forfeitures arising
                  pursuant to this section 6.2(c)(1) exceed the amount that may
                  be used to reduce ESOP Matching Contributions for the Plan
                  Year, any additional forfeitures shall be allocated as
                  additional ESOP Matching Contributions.

                           (2) Except as noted in section 6.2(d), any Non-ESOP
                  Matching Contribution made by an Employer on account of an
                  Elective Contribution that has been refunded pursuant to the
                  terms of the Plan shall be forfeited. Unless otherwise
                  required by section 8.3(d)(3) such forfeiture (together with
                  any additional unallocated forfeitures) shall be used to
                  reduce Non-ESOP Matching Contributions for the Plan Year in
                  which the forfeiture occurs. In the event that forfeitures
                  arising pursuant to this section 6.2(c)(2) exceed the amount
                  that may be used to reduce Non-ESOP Matching Contributions for
                  the Plan Year, any additional forfeitures shall be allocated
                  as additional Non-ESOP Matching Contributions.

                  (d) In the event that the ESOP Matching Contributions or
         Non-ESOP Matching Contributions of Highly Compensated Employees exceed
         the limitations of section 6.5:

                  (1) (A) The nonvested portion of such aggregate excess ESOP
                  Matching Contributions or Non-ESOP Matching Contributions
                  (including earnings thereon for the Plan Year for which the
                  excess contributions relate), if any, determined as set forth
                  in section 6.2(d)(2), shall be forfeited and used as an
                  additional ESOP Matching Contribution or Non-ESOP Matching
                  Contribution, respectively, for the Plan Year in which the
                  forfeiture occurs.

                           (B) The vested portion of such aggregate excess ESOP
                  Matching Contributions or Non-ESOP Matching Contributions
                  (including earnings thereon for the Plan Year to which the
                  excess contributions relate), if any, determined as set forth
                  in section 6.2(d)(2), shall be distributed to the Highly
                  Compensated Employees as provided in section 6.2(d)(3) on or
                  before the 15th day of the third month after the close of the
                  Plan Year to which the ESOP Matching Contributions or Non-ESOP
                  Matching Contributions relate. Notwithstanding the preceding
                  sentence, the Plan Administrator may delay the distribution of




                                      VI-9
<PAGE>   37

                  any excess ESOP Matching Contributions or Non-ESOP Matching
                  Contributions (plus the earnings thereon for the Plan Year to
                  which the excess contributions relate) attributable to an
                  Employer beyond the 15th day of the third month of such Plan
                  Year, if the Employer consents to such delay and the
                  Administrator refunds all such excess amounts not later than
                  12 months after the close of the Plan Year to which the excess
                  contributions relate.

                  (2) For purposes of section 6.2(d)(1), effective for Plan
         Years beginning on or after January 1, 1997, the amount of the
         aggregate excess ESOP Matching Contributions (for Plan Years beginning
         on and after January 1, 2000) or Non-ESOP Matching Contributions for
         the Plan Year shall be equal to the sum of the amounts of such excess
         contributions attributable to each Highly Compensated Employee for the
         Plan Year.

                           (A) In order to determine the amount of the excess
                  ESOP Matching Contributions or Non-ESOP Matching Contributions
                  attributable to each Highly Compensated Employee, the Plan
                  Administrator shall first reduce the Actual Contribution Ratio
                  of the Highly Compensated Employee with the highest Actual
                  Contribution Ratio for the Plan Year to the extent required
                  to:

                                    (i) enable the arrangement to satisfy the
                           limitations set forth in section 6.5 or

                                    (ii) cause such Highly Compensated
                           Employee's Actual Contribution Ratio to equal the
                           Actual Contribution Ratio of the Highly Compensated
                           Employee with the next highest Actual Contribution
                           Ratio.

                  Then, if necessary, the Plan Administrator shall reduce the
                  Actual Contribution Ratios of the Highly Compensated Employees
                  with the next highest Actual Contribution Ratio for the Plan
                  Year (including the Actual Contribution Ratio(s) of the Highly
                  Compensated Employee(s) whose Actual Contribution Ratio the
                  Plan Administrator already has reduced) to the extent required
                  to comply with section 6.2(d)(2)(A)(i) or 6.2(d)(2)(A)(ii).
                  This process shall then be repeated until the Actual
                  Contribution Percentage for the Highly Compensated Employees
                  satisfies the limitations set forth in section 6.5.




                                     VI-10
<PAGE>   38

                                    (B) The amount of the excess ESOP Matching
                           Contributions or Non-ESOP Matching Contributions
                           attributable to each Highly Compensated Employee
                           shall equal the remainder of

                                          (i) the total ESOP Matching
                                    Contributions and Non-ESOP Matching
                                    Contributions, (and Non-Elective
                                    Contributions treated as ESOP Matching
                                    Contributions or Non-ESOP Matching
                                    Contributions) on behalf of the Participant
                                    (determined prior to the application of this
                                    section 6.2(d)(2)), minus

                                          (ii) the amount determined by
                                    multiplying the Participant's Actual
                                    Contribution Ratio (determined after
                                    application of section 6.2(d)(2)(A)) by his
                                    Compensation used in determining such ratio.

                                    (C) In determining the amount of the excess
                           ESOP Matching Contributions and Non-ESOP Matching
                           Contributions, Actual Contribution Ratios shall be
                           rounded to the nearest one-hundredth of one percent
                           of the Employee's Compensation. In no case shall the
                           amount of such excess with respect to any Highly
                           Compensated Employee exceed the amount of ESOP
                           Matching Contributions and Non-ESOP Matching
                           Contributions on behalf of such Highly Compensated
                           Employee for such Plan Year.

                  (3) In order to determine the dollar amount of the excess ESOP
         Matching Contributions and Non-ESOP Matching Contributions forfeitable
         with respect to, and/or distributable to, each Highly Compensated
         Employee pursuant to section 6.2(d)(1) effective for Plan Years
         beginning on or after January 1, 1997, the Plan Administrator shall
         first reduce the ESOP Matching Contributions (for Plan Years beginning
         on and after January 1, 2000) or Non-ESOP Matching Contributions of the
         Highly Compensated Employee(s) with the highest dollar amount of ESOP
         Matching Contributions and Matching Contributions, for the Plan Year by
         a dollar amount equal to the lesser of

                           (A) the aggregate excess ESOP Matching Contributions
                  or Non-ESOP Matching Contributions, determined under section
                  6.2(d)(2), or

                           (B) the dollar amount necessary to reduce such Highly
                  Compensated Employee's ESOP Matching Contributions or Non-ESOP
                  Matching Contributions, to a dollar amount that is equal to
                  the dollar amount of ESOP Matching Contributions or Non-ESOP
                  Matching Contributions, of the Highly Compensated Employee



                                     VI-11
<PAGE>   39

                  with the next highest dollar amount of ESOP Matching
                  Contributions or Non-ESOP Matching Contributions.

         Then, if necessary, the Plan Administrator shall reduce the ESOP
         Matching Contributions or Non-ESOP Matching Contributions of the Highly
         Compensated Employees with the next highest dollar amount of ESOP
         Matching Contributions or Non-ESOP Matching Contributions for the Plan
         Year (including the Highly Compensated Employee(s) whose ESOP Matching
         Contributions or Non-ESOP Matching Contributions the Plan Administrator
         already has reduced) to the extent required to comply with sections
         6.2(d)(3)(A) or 6.2(d)(3)(B). This process shall then be repeated until
         the aggregate excess ESOP Matching Contributions or Non-ESOP Matching
         Contributions determined under section 6.2(d)(2) have been eliminated.
         The reduced amounts shall be forfeited and/or distributed in accordance
         with section 6.2(d)(1) to the Highly Compensated Employees to whom the
         reductions are attributable under this section 6.2(d)(3). For purposes
         of this subparagraph, ESOP Matching Contributions or Non-ESOP Matching
         Contributions shall include amounts treated as ESOP Matching
         Contributions or Non-ESOP Matching Contributions.

                  (4) The Plan Administrator may use any reasonable method for
         computing the income allocable to excess contributions, provided that
         the method does not violate Section 401(a)(4) of the Code, is used
         consistently for all Participants and for all corrective distributions
         under the Plan for the Plan Year, and is used by the Plan for
         allocating income to Participants' Accounts.

         6.3 EMPLOYER CONTRIBUTIONS.

                  (a) Effective for Plan Years beginning on and after January 1,
         2000, an Employer may make ESOP Employer Contributions to the Employer
         Contributions Accounts of Participants who have completed a Period of
         Service of at least 180 days during the Plan Year and are employed by
         their Employer on the last day of the Plan Year (or if employment is
         terminated due to disability [as defined in section 8.2(b)] or death).
         The amount, if any, to be contributed to the Trust by an Employer as an
         ESOP Employer Contribution for each Plan Year shall be determined by
         the Board of Directors of the Company. If elected by the Board of
         Directors of the Company, the Employers shall make an aggregate ESOP
         Employer Contribution sufficient to make all or any portion of the
         scheduled repayment of any loan used to purchase Employer Securities.

                  (b) An Employer may make Non-ESOP Employer Contributions to
         the Employer Contributions Accounts of Participants who have completed
         a Period of Service of at least 180 days during the Plan Year and are
         employed by their Employer on the last day of the Plan Year. The


                                     VI-12
<PAGE>   40


         amount, if any, to be contributed to the Trust by an Employer as a
         Non-ESOP Employer Contribution for each Plan Year shall be determined
         by the Board of Directors of the Company.

         6.4 NON-ELECTIVE CONTRIBUTIONS.

                  (a) An Employer, at the discretion of the Board of Directors
         of the Company, may make Non-Elective Contributions in the form of ESOP
         Contributions to the Qualified Non-Elective Contributions Accounts of
         eligible Participants, as described in section 7.5(b)(6). If elected by
         the Board of Directors of the Company, the Employers shall make an
         aggregate Non-Elective Contribution in the form of an ESOP Contribution
         sufficient to make all or any portion of the scheduled repayment of any
         loan used to purchase Employer Securities.

                  (b) An Employer, at the discretion of the Board of Directors
         of the Company, may make Non-Elective Contributions in the form of
         Non-ESOP Contributions to the Qualified Non-Elective Contributions
         Accounts of eligible Participants, as described in section 7.5(b)(6).

         6.5 LIMITATIONS ON ELECTIVE CONTRIBUTIONS AND MATCHING CONTRIBUTIONS.
Effective for Plan Years beginning on or after January 1, 1997, the amounts
contributed as ESOP Elective Contributions (for Plan Years beginning on or after
January 1, 2001), Non-ESOP Elective Contributions, ESOP Matching Contributions
(for Plan Years beginning on or after January 1, 2000) and Non-ESOP Matching
Contributions shall be limited as follows:

                  (a) The Actual Deferral Percentage (calculated separately with
         respect to ESOP Contributions and Non-ESOP Contributions) for the group
         of eligible Highly Compensated Employees for the Plan Year shall bear a
         relationship to the Actual Deferral Percentage (for corresponding ESOP
         Contributions or Non-ESOP Contributions) for all other eligible
         Employees for the prior Plan Year (or the current Plan Year if elected
         by the Company; provided, however, that if such an election is made, it
         may not be changed except as provided by the Secretary of the Treasury)
         which meets either of the following tests:

                           (1) The Actual Deferral Percentage for the group of
                  eligible Highly Compensated Employees for a Plan Year shall
                  not exceed the Actual Deferral Percentage for the group of all
                  other eligible Employees multiplied by 1.25, or

                           (2) The excess of the Actual Deferral Percentage for
                  the group of eligible Highly Compensated Employees for a Plan
                  Year over the Actual Deferral Percentage for the group of all
                  other eligible Employees shall not exceed two (2) percentage
                  points (or such lesser amount as may be required by the
                  Secretary of the Treasury, through regulations or otherwise);
                  and the Actual Deferral Percentage for the group of eligible




                                     VI-13
<PAGE>   41


                  Highly Compensated Employees shall not exceed the Actual
                  Deferral Percentage for the group of all other eligible
                  Employees, multiplied by 2.0 (or such lesser amount as may be
                  required by the Secretary of the Treasury, through regulations
                  or otherwise).

                           (b) (1) The Actual Contribution Percentage
                  (calculated separately with respect to ESOP Contributions and
                  Non-ESOP Contributions) for the group of eligible Highly
                  Compensated Employees for the Plan Year shall bear a
                  relationship to the Actual Contribution Percentage for
                  corresponding ESOP Contributions or Non-ESOP Contributions)
                  for all other eligible Employees for the prior Plan Year which
                  meets either of the following tests:

                                    (A) The Actual Contribution Percentage for
                           the group of eligible Highly Compensated Employees
                           for a Plan Year shall not exceed the Actual
                           Contribution Percentage for the group of all other
                           eligible Employees multiplied by 1.25, or

                                    (B) The excess of the Actual Contribution
                           Percentage for the group of eligible Highly
                           Compensated Employees for a Plan Year over the Actual
                           Contribution Percentage for the group of all other
                           eligible Employees shall not exceed two (2)
                           percentage points (or such lesser amount as may be
                           required by the Secretary of the Treasury, through
                           regulations or otherwise); and the Actual
                           Contribution Percentage for the group of eligible
                           Highly Compensated Employees shall not exceed the
                           Actual Deferral Percentage for the group of all other
                           eligible Employees, multiplied by 2.0 (or such lesser
                           amount as may be required by the Secretary of the
                           Treasury, through regulations or otherwise).

                           (2) The Actual Contribution Percentage for the group
                  of eligible Employees who are not Highly Compensated Employees
                  may be determined on the basis of the current Plan Year rather
                  than the prior Plan Year if the Employer so elects; provided,
                  however, that if such an election is made, it may not be
                  changed except as provided by the Secretary of the Treasury.

                  (c) If the Plan Administrator determines, in accordance with
         the provisions of Section 1.401(m)-2 of the Treasury Regulations (and
         after consideration of Sections 1.401(k)-1(g)(11) and 1.410(b)-7(c)(2)
         of the Treasury Regulations), that a multiple use of the alternative
         limitation has occurred with respect to Elective Contributions and
         Matching Contributions, such multiple use shall be corrected by
         reducing the Actual Contribution Percentage of Highly Compensated
         Employees in the manner described in Section 1.401(m)-2(c) of the
         Treasury Regulations and section 6.2. The provisions of Section
         1.401(m)-2 of the Treasury Regulations are incorporated herein by
         reference.



                                     VI-14
<PAGE>   42


                  (d) The Actual Deferral Percentages, the Actual Contribution
         Percentages and multiple use limitations for the group of Highly
         Compensated Employees and for the group of all other eligible
         Employees, computed in accordance with sections 6.5(a), 6.5(b), and
         6.5(c) for purposes of limiting contributions in sections 6.1 and 6.2,
         shall be separately determined, and applied, with respect to ESOP
         Contributions and Non-ESOP Contributions, and may be separately
         determined, and applied, for the Employees within each group of
         Employees that may be separately tested in accordance with applicable
         Treasury Regulations.

                  (e) For purposes of this section 6.5, if two or more plans of
         an Employer to which elective salary reduction contributions, voluntary
         contributions or matching contributions are made are elected by the
         Employer to be treated as one Plan for purposes of Section 410(b)(6) of
         the Code, such plans shall be treated as a single plan for purposes of
         determining the Actual Deferral Percentage and the Actual Contribution
         Percentage. For purposes of determining the Actual Deferral Percentages
         and the Actual Contribution Percentages for the group of Highly
         Compensated Employees and the group of all other eligible Employees,
         all Employees of the respective group who are directly or indirectly
         eligible to receive allocations of elective contributions and/or
         matching contributions under the Plan for any portion of the Plan Year,
         and all Employees of the respective group who elect not to enter into
         salary reduction agreements pursuant to section 6.1 or whose
         eligibility to enter into salary reduction agreements has been
         suspended or otherwise limited because of an election not to
         participate, a withdrawal, a loan, or a restriction on Annual Additions
         as set forth in section 7.7, shall be included. For purposes of
         determining the Actual Deferral Ratio and the Actual Contribution Ratio
         for a Highly Compensated Employee, all cash or deferred arrangements in
         which the Employee is eligible to receive allocations of elective
         contributions and/or matching contributions shall be taken into
         account, unless otherwise required by Treasury Regulation Sections
         1.401(k)-1(g)(1)(ii)(B) and 1.401(m)-1(f)(1)(ii)(B).

                  (f) Initial Plan Year: In the case of the first Plan Year of
         the Plan (and any other Plan Year which may properly be subject to
         Section 401(k)(3)(E) and/or 401(m)(3) of the Code (including the Plan
         Year ending December 31, 2001, for ESOP Contributions subject to the
         Actual Deferral Percentage test and, for the Plan Year ending December
         31, 2000, for ESOP Contributions subject to the Actual Contribution
         Percentage test)), the amount taken into account as the Actual Deferral
         Percentage (calculated separately with respect to ESOP Contributions
         and Non-ESOP Contributions) and the Actual Contribution Percentage
         (calculated separately with respect to ESOP Contributions and Non-ESOP
         Contributions) for the group of eligible Employees who are not Highly
         Compensated Employees for the preceding Plan Year shall be:

                           (1) 3%; or


                                     VI-15
<PAGE>   43


                           (2) if elected by the Company under this section
                  6.5(f), the Actual Deferral Percentage (calculated separately
                  with respect to ESOP Contributions and Non-ESOP Contributions)
                  and the Actual Contribution Percentage (calculated separately
                  with respect to ESOP Contributions and Non-ESOP Contributions)
                  for the group of eligible Employees who are not Highly
                  compensated Employees for such first Plan Year.

         6.6 FORM AND TIMING OF CONTRIBUTIONS. Payments on account of ESOP
Contributions due from an Employer for any Plan Year shall be made in Employer
Securities and/or cash to the Trustee. Payments on account of Non-ESOP
Contributions due from an Employer for any Plan Year shall be made in cash to
the Trustee. Such payments may be made by a contributing Employer at any time,
but payment of Employer contributions for any Plan Year shall be completed on or
before the time prescribed by law, including extensions thereof, for filing such
Employer's federal income tax return for its taxable year with which or within
which such Plan Year ends. Payment of any Elective Contribution shall be made
not later than the earliest date on which such contribution can reasonably be
segregated from the Employer's general assets (and, if earlier, not later than
the 15th business day of the month following the month in which it is withheld
from a Participant's pay).

         6.7 ROLLOVER CONTRIBUTIONS. Each Employee at any time during a Plan
Year, with the consent of the Plan Administrator and in such manner as
prescribed by the Plan Administrator, may pay or cause to be paid to a Trustee a
rollover contribution (as defined in the applicable sections of the Code, except
that for this purpose "rollover contribution" shall be deemed to include both a
direct payment from an Employee and a direct transfer from a trustee of another
qualified plan in which the Employee is or was a participant).

         6.8 NO DUTY TO INQUIRE. The Trustees shall have no right or duty to
inquire into the amount of any contribution made by an Employer or any
Participant or the method used in determining the amount of any such
contribution, or to collect the same, but each Trustee shall be accountable only
for funds actually received by it.



                                     VI-16
<PAGE>   44



                                  ARTICLE VII

                             PARTICIPANTS' ACCOUNTS

         7.1 COMMON FUND. Except as otherwise provided in this Plan or in the
Agreement and Declarations of Trust, the assets of each Trust (or, to the extent
provided in Article XI, the assets of each Fund) shall constitute a common fund
in which each Participant (or each Participant who has directed that a portion
of his Account be invested in such Fund) shall have an undivided interest.

         7.2 ESTABLISHMENT OF ACCOUNTS.

                  (a) The Plan Administrator shall establish and maintain with
         respect to each Participant four accounts, designated as an Elective
         Contributions Account, Employer Contributions Account, Matching
         Contributions Account and Qualified Non-Elective Contributions Account.

                           (b) (1) For each Participant who has been credited
                  with a rollover contribution or a transfer from another
                  qualified plan pursuant to Article VI, the Plan Administrator
                  shall also establish and maintain a Rollover/Merger Account.

                           (2) In the case of a direct transfer of assets from
                  another plan, the protected benefits (within the meaning of
                  Section 411(d)(6) of the Code) attributable to the transferor
                  plan shall apply to the assets in the Participant's
                  Rollover/Merger Account.

                  (c) The Plan Administrator shall establish and maintain with
         respect to each of the Participant's Accounts one or more ESOP Accounts
         and one or more Non-ESOP Accounts in order to further reflect the
         Participant's interest in the Trust Fund with respect to employee stock
         ownership plan investments and non-employee stock ownership plan
         investments attributable to such Accounts. The Participant's ESOP
         Accounts shall include amounts invested in the ESOP Company Stock Fund
         from time to time. The Participant's Non-ESOP Accounts shall include
         amounts invested in Funds other than the ESOP Company Stock Fund from
         time to time.

                  (d) The Plan Administrator may establish such additional
         Accounts as are necessary to reflect a Participant's interest in the
         Trust Fund.

         7.3 SUSPENSE ACCOUNTS. The Plan Administrator shall establish and
maintain a suspense account to which shall be credited any units of Employer
Securities purchased by the Trustee with borrowed funds (such term including,
for all purposes of this Plan, purchase-money transactions). A separate suspense
account shall be maintained for each such purchase. The shares released from a
suspense account each year, if any, shall be allocated as of each Valuation Date
that is the last day of a Plan Year (and as of such other dates as may be




                                     VII-1
<PAGE>   45

required by this Plan) to the Participants' ESOP Accounts under the provisions
of section 7.5 as Employer Securities attributable to ESOP Matching
Contributions pursuant to section 6.2(a)(1), ESOP Employer Contributions
pursuant to section 6.3(a), and/or Non-Elective Contributions pursuant to
section 6.4(a). The number of units of Employer Securities to be released from a
suspense account each Plan Year shall be determined under one of the following
methods, as selected by the Plan Administrator with respect to a particular
suspense account:

                  (a) The number of units to be released shall equal the number
         of units held in the suspense account immediately before the release
         for the current Plan Year (or other applicable period) multiplied by a
         fraction, the numerator of which is the amount of principal and
         interest paid by the Trustee for the Plan Year (or other applicable
         period) with respect to the loan in question and the denominator of
         which is the sum of the numerator plus the amount of principal and
         interest to be paid with respect to such loan for all future Plan Years
         (or other applicable periods); or

                  (b) The number of units to be released shall equal the number
         of units held in the suspense account immediately before the release
         for the current Plan Year (or other applicable period) multiplied by a
         fraction, the numerator of which is the amount of principal paid by the
         Trustee for the Plan Year (or other applicable period) with respect to
         the loan in question and the denominator of which is the sum of the
         numerator plus the amount of principal to be paid with respect to such
         loan for all future Plan Years (or other applicable periods); provided,
         however, that the terms of each of the following conditions are met:

                           (1) The loan must provide for annual payments of
                  principal and interest at a cumulative rate that is not less
                  rapid at any time than level annual payments of such amounts
                  for ten years (this term is not satisfied from the time that,
                  by reason of a renewal, extension or refinancing, the sum of
                  the expired duration of the loan, the renewal period, the
                  extension period and the duration of a new exempt loan (used
                  to refinance) exceeds ten years); and

                           (2) Interest included in any repayment can be
                  disregarded for release purposes only to the extent that it
                  would be determined to be interest under standard loan
                  amortization tables.

         7.4 INTERESTS OF PARTICIPANTS. The interest of a Participant in the
Trust Fund shall be the vested balance remaining from time to time in his
Accounts after making the adjustments required in section 7.5.

         7.5 ADJUSTMENTS TO ACCOUNTS. Subject to the provisions of section 7.7,
the Accounts of a Participant shall be adjusted from time to time as follows:


                                     VII-2
<PAGE>   46


                  (a) Each Participant's Accounts shall be credited or charged,
         as the case may be, with a share of the earnings of the Trust Fund for
         the Valuation Period ending with such current Valuation Date as
         follows:

                           (1) As of each Valuation Date, the portions of each
                  Participant's ESOP Accounts credited to Employer Securities
                  Accounts shall be credited with any stock dividends (as well
                  as the aggregate unrealized appreciation or depreciation, if
                  Employer Securities Accounts are not accounted for in shares)
                  for the Valuation Period ending with such current Valuation
                  Date that are received on (or attributable to) shares of
                  Employer Securities allocated to the Participant's Employer
                  Securities Accounts (and that are not used, pursuant to
                  section 7.6 to repay a loan).

                           (2) As of each Valuation Date, the Administrator
                  shall credit any stock dividends (as well as the aggregate
                  unrealized appreciation or depreciation, if Employer
                  Securities Accounts are not accounted for in shares) for the
                  Valuation Period ending with such date, that are received on
                  (or attributable to) shares of Employer Securities allocated
                  to suspense accounts pursuant to section 7.3 maintained as of
                  such date (and that are not used, pursuant to section 7.6 to
                  repay a loan), to such suspense accounts.

                           (3) As of each Valuation Date, the portions of the
                  Participant's ESOP Accounts credited to Other Investments
                  Accounts shall be credited or charged, as the case may be,
                  with the share of the Earnings for the Valuation Period ending
                  with such current Valuation Date. Each Participant's share of
                  the Earnings of his Other Investments Accounts for any
                  Valuation Period shall be determined by the Plan Administrator
                  on a weighted average basis, so that each Participant with a
                  balance in such Other Investments Accounts shall receive a pro
                  rata share of the Earnings of such Other Investments Accounts,
                  taking into account the period of time that each dollar
                  invested in such Other Investments Accounts has been so
                  invested.

                           (4) To the extent not otherwise provided for in the
                  preceding provisions of this section 7.5(a), the portions of
                  the Participant's ESOP Accounts credited to Employer
                  Securities Accounts and Other Investments Accounts shall be
                  further credited and charged with (A) the proceeds of any
                  short-term interim investments that may be made by the Trustee
                  during periods prior to purchase dates for the acquisition of
                  Employer Securities by a Trustee, and (B) direct or indirect
                  purchases of the Employer Securities with assets other than
                  Employer Securities, and purchases of assets other than the
                  Employer Securities in connection with the sale of Employer
                  Securities.


                                     VII-3
<PAGE>   47


                           (5) As of each Valuation Date, any portion of the
                  Participant's Non-ESOP Accounts that is invested in a Pooled
                  Investment Fund established under section 11.1 (other than an
                  ESOP Company Stock Fund) shall be credited or charged, as the
                  case may be, with a share of the Earnings of such Pooled
                  Investment Fund for the Valuation Period ending with such
                  current Valuation Date. Each Participant's share of the
                  Earnings of a Pooled Investment Fund for any Valuation Period
                  shall be determined by the Plan Administrator on a weighted
                  average basis, so that each Participant with a balance in such
                  Pooled Investment Fund shall receive a pro rata share of the
                  Earnings of such Pooled Investment Fund, taking into account
                  the period of time that each dollar invested in such Pooled
                  Investment Fund has been so invested.

                           (6) As of each Valuation Date, the portion of the
                  Participant's Non-ESOP Accounts that is invested in each
                  Segregated Investment Fund established under section 11.1
                  (other than an ESOP Company Stock Fund) shall be credited or
                  charged, as the case may be, with the Earnings attributable to
                  the Participant's investment in such Segregated Investment
                  Fund for the Valuation Period ending with such current
                  Valuation Date.

                  (b) As of each Valuation Date, each Participant's Accounts
         shall be credited with contributions made for the Plan Year as follows:

                           (1) The Elective Contributions Account of a
                  Participant shall be credited with any Elective Contributions
                  made by his Employer on his behalf and not previously credited
                  to the Participant.

                           (2) The Matching Contributions Account of an eligible
                  Participant shall be credited with any ESOP Matching
                  Contributions made by the Employers on his behalf with respect
                  to such Plan Year as provided by section 6.2(a)(1) (which
                  shall include any forfeitures increasing such contributions as
                  provided in section 6.2(c)). A Participant will not be
                  entitled to share in the ESOP Matching Contributions unless he
                  meets the requirements of section 6.2(b) for the Plan Year.
                  Any such ESOP Matching Contributions shall be credited to an
                  ESOP Account (and to an Employer Securities Account or an
                  Other Investments Account, as appropriate) on behalf of the
                  Participant. The Participant's Employer Securities Account and
                  Other Investments Account attributable to his ESOP Matching
                  Contributions Account shall be further credited and debited to
                  reflect direct or indirect purchases of Employer Securities
                  with assets other than Employer Securities, and purchases of
                  assets other than Employer Securities in connection with the
                  sale of Employer Securities.

                           (3) The Matching Contributions Account of an eligible
                  Participant shall be credited with any Non-ESOP Matching
                  Contributions made by the Employers on his behalf with respect



                                     VII-4
<PAGE>   48

                  to such Plan Year as provided by section 6.2(a)(2) (which
                  shall include any forfeitures increasing such contributions as
                  provided in section 6.2(c)). A Participant will not be
                  entitled to share in the Non-ESOP Matching Contributions
                  unless he meets the requirements of section 6.2(b) for the
                  Plan Year. Any such Matching Contributions shall be credited
                  to a Non-ESOP Account on behalf of the Participant.

                                    (4) (A) The Employer Contributions Account
                           of an eligible Participant shall be credited with his
                           share of the ESOP Employer Contribution, if any, made
                           by the Employers with respect to the Plan Year and
                           not previously credited to the Participant. The
                           amount allocable to a Participant entitled to a share
                           of the contribution for the Plan Year shall be the
                           amount that shall bear the same ratio to the total of
                           such contribution as the Participant's Compensation
                           for such Plan Year ending with such Valuation Date
                           bears to the aggregate of the Compensation of all
                           Participants for that period who are entitled to
                           share in the ESOP Employer Contribution for such Plan
                           Year. A Participant shall be entitled to share in the
                           ESOP Employer Contribution if he meets the
                           requirements of section 6.3. The Participant's
                           Employer Securities Account and Other Investments
                           Account attributable to his Employer Contributions
                           Account shall be further credited and debited to
                           reflect direct or indirect purchases of Employer
                           Securities with assets other than Employer
                           Securities, and purchases of assets other than
                           Employer Securities in connection with the sale of
                           Employer Securities.

                                    (B) The Employer Contributions Account of an
                           eligible Participant shall be credited with his share
                           of the Non-ESOP Employer Contribution, if any, made
                           by the Employers with respect to the Plan Year and
                           not previously credited to the Participant. The
                           amount allocable to a Participant entitled to a share
                           of the contribution for the Plan Year shall be the
                           amount that shall bear the same ratio to the total of
                           such contribution as the Participant's Compensation
                           for such Plan Year ending with such Valuation Date
                           bears to the aggregate of the Compensation of all
                           Participants for that period who are entitled to
                           share in the Non-ESOP Employer Contribution for such
                           Plan Year. A Participant shall be entitled to share
                           in the Non-ESOP Employer Contribution if he meets the
                           requirements of section 6.3.

                                    (C) For each Plan Year in which this Plan is
                           a Top Heavy Plan, a Participant who is employed by an
                           Employer on the last day of such Plan Year and who is
                           a Non-Key Employee for such Plan Year shall be
                           entitled to share in the ESOP Employer Contribution



                                     VII-5
<PAGE>   49


                           or Non-ESOP Employer Contribution to the extent such
                           allocation does not exceed at least three percent
                           (3%) of his Section 415 Compensation (or, if less,
                           the highest percentage of such Section 415
                           Compensation allocated to a Key Employee's Accounts
                           hereunder (other than any amount allocated to a
                           Rollover / Merger Account), as well as his employer
                           contribution accounts under any other defined
                           contribution plan maintained by such Employer or an
                           Affiliate, including any elective contribution to any
                           plan subject to Code Section 401(k)), regardless of
                           whether the preceding requirements of section 6.3 and
                           this section 7.5(b)(4) have been met for such
                           Participant.

                           (5) The Qualified Non-Elective Contributions Account
                  of an eligible Participant shall be credited with his share of
                  the Non-Elective Contribution, if any, made pursuant to
                  section 6.4 by the Employers with respect to the Plan Year and
                  not previously credited to the Participant as provided by this
                  section 7.5(b)(5). Any Non-Elective Contribution made pursuant
                  to section 6.4(a) shall be credited to ESOP Accounts within
                  the Qualified Non-Elective Contributions Accounts of eligible
                  Participants. Any Non-Elective Contribution made pursuant to
                  section 6.4(b) shall be credited to Non-ESOP Accounts within
                  the Qualified Non-Elective Contributions Accounts of eligible
                  Participants. The amount of any Non-Elective Contribution
                  shall be credited, to the extent available, first to the
                  Participant who is a Non-Highly Compensated Employee and whose
                  Compensation for the Plan Year is the lowest of all
                  Participants in an amount that does not exceed the limitations
                  on Annual Additions described in section 7.7 after taking into
                  consideration all other contributions allocable to the
                  Participant pursuant to section 7.5(b). If any Non-Elective
                  Contribution remains to be credited to Participants, then such
                  Non-Elective Contribution shall next be credited, to the
                  extent available, to the Participant who is the Non-Highly
                  Compensated Employee whose Compensation for the Plan Year is
                  the second lowest of all Participants in the same manner as
                  the first level of crediting and such crediting process shall
                  continue until all of the Non-Elective Contribution is
                  credited. In no event shall a Participant who is a Highly
                  Compensated Employee be eligible to be credited with any
                  portion of any Non-Elective Contribution.

                           (6) The Rollover/Merger Account of an Employee shall
                  be credited with the Rollover Contributions, if any, made by
                  the Employee pursuant to section 6.7 and not previously
                  credited to the Participant.

                           (7) As of each Valuation Date, each Account of a
                  Participant shall be charged with the amount of any
                  distribution made to, or withdrawal made by the Participant or
                  his beneficiary from such Account during the Valuation Period
                  ending with such Valuation Date.



                                     VII-6
<PAGE>   50


                  (c) The Trust Fund, each Fund, and the assets thereof shall be
         valued at their fair market value as of each Valuation Date. Employer
         Securities shall be accounted for as provided in Treasury Regulation
         Section 1.402(a)-1(b)(2)(ii), or any successor regulation or statute.
         The Plan Administrator may adopt such additional accounting procedures
         as are necessary to accurately reflect each Participant's interests in
         the Trust Fund or in any Fund. Such accounting procedures shall include
         any procedures necessary to appropriately reflect any earnings and
         losses that may result from delays that may occur in completing
         scheduled transactions. All such procedures shall be applied in a
         consistent, nondiscriminatory manner.

                  (d) If the Plan Administrator determines in making any
         valuation, allocation or adjustments to any Participant's Account under
         the provisions of the Plan that the strict application of the
         provisions of the Plan will not produce equitable and nondiscriminatory
         allocation among the Participants' Accounts, it may modify any
         procedures specified in the Plan for purposes of achieving an equal and
         nondiscriminatory allocation in accordance with the general concepts
         and purposes of the Plan; provided, however, that any such modification
         shall not be inconsistent with the provisions of Section 401(a)(4) of
         the Code.

         7.6 ALLOCATION OF DIVIDENDS. Notwithstanding anything contained in this
Plan to the contrary, dividends attributable to Employer Securities that are
credited to Participants' ESOP Accounts, as well as to suspense accounts
established pursuant to section 7.3, shall be used, to the extent required by
this section 7.6, to repay any loan used to purchase the Employer Securities on
account of which the dividends were paid. In addition, cash dividends paid with
respect to units of Employer Securities that are credited to Participants'
Employer Securities Accounts may be distributed to Participants or allocated to
Participants' Other Investments Accounts in accordance with the provisions of
this section 7.6.

                  (a) With respect to any Plan Year for which the aggregate
         units of Employer Securities (including fractional shares) allocated to
         each Participant's Employer Securities Account (as a result of ESOP
         Employer Contributions made pursuant to section 6.3(a)) equal or exceed
         the cash dividends paid with respect to units of Employer Securities
         (including fractional shares) allocated to the Participant's Employer
         Securities Account, such cash dividends shall be used, if the Company
         so directs, to make payments on any loans entered into by the Trustee
         for the purpose of purchasing Employer Securities.

                  (b) Cash dividends paid with respect to units of Employer
         Securities (including fractional shares) allocated to any Suspense
         Account as of the payment date shall be used, if the Company so
         directs, to make payments on any loans entered into by the Trustee for
         the purpose of purchasing Employer Securities.



                                     VII-7
<PAGE>   51


                  (c) All other cash dividends paid with respect to units of
         Employer Securities shall be retained by the Trustee and allocated in
         the same manner as other income of the Trust Fund. Cash dividends
         allocated to each Participant's Employer Securities Account may be
         exchanged by the Trustee for additional units of Employer Securities
         (including fractional shares) allocated to a Suspense Account. Any cash
         dividends transferred to a Suspense Account by the Trustee in
         accordance with this section 7.6(c) shall be used, if the Company so
         directs, to make payments on any loan obtained by the Trustee, pursuant
         to section 7.3, for the purpose of purchasing Employer Securities.

                  (d) Stock dividends paid with respect to units of Employer
         Securities (including fractional shares) allocated to each
         participant's Employer Securities Account as of a payment date shall be
         retained by the Trustee and allocated to such Employer Securities
         Account.

                  (e) Stock dividends paid with respect to units of Employer
         Securities (including fractional shares) allocated to any Suspense
         Account as of the payment date, shall be used, directly or indirectly,
         to make payments on any loan obtained by the Trustee, pursuant to
         section 7.3, for the purpose of purchasing Employer Securities.

         7.7 LIMITATION ON ALLOCATION OF CONTRIBUTIONS.

                  (a) Effective January 1, 1997, and notwithstanding anything
         contained in this Plan to the contrary, the aggregate Annual Additions
         to a Participant's Accounts under this Plan and under any other defined
         contribution plans maintained by an Employer or an Affiliate for any
         Limitation Year shall not exceed the lesser of $30,000 (or, if greater,
         the dollar limitation established by the Secretary of the Treasury
         pursuant to Section 415(d)(1) of the Code) or 25% of the Participant's
         Section 415 Compensation for such Plan Year.

                  (b) In the event that the Annual Additions, under the normal
         administration of the Plan, would otherwise exceed the limits set forth
         above for any Participant, or in the event that any Participant
         participates in both a defined benefit plan and a defined contribution
         plan maintained by any Employer or any Affiliate and the aggregate
         annual additions to and projected benefits under all of such plans,
         under the normal administration of such plans, would otherwise exceed
         the limits provided by law, then the Plan Administrator shall take such
         actions, applied in a uniform and nondiscriminatory manner, as will
         keep the annual additions and projected benefits for such Participant
         from exceeding the applicable limits provided by law. Excess Annual
         Additions shall be disposed of as provided in section 7.7(c).
         Adjustments shall be made to this Plan, if necessary to comply with
         such limits, before any adjustments may be made to any other Plan.



                                     VII-8
<PAGE>   52


                  (c) If as a result of the allocation of forfeitures, a
         reasonable error in estimating a Participant's Section 415 Compensation
         or other circumstances permitted under Section 415 of the Code, the
         Annual Additions attributable to Employer contributions for a
         particular Participant (including elective, matching and voluntary
         contributions) would cause the limitations set forth in this section
         7.7 to be exceeded, the excess amount shall be deemed first to consist
         of the Participant's Elective Contributions in excess of any amount
         subject to a Matching Contribution (pursuant to section 6.2(a)(1) or
         6.2(a)(2)) for the Plan Year, which excess shall be returned to the
         Participant. The remaining excess shall be deemed to consist of
         Elective Contributions and corresponding Matching Contributions
         (pursuant to section 6.2(a)(1) or 6.2(a)(2)), in which case the excess
         elective contributions shall be returned to such Participant and the
         corresponding Matching Contributions (pursuant to section 6.2(a)(1) or
         6.2(a)(2)) shall be held and allocated in the manner described below.
         Any remaining excess shall be deemed to consist of Employer
         Contributions (pursuant to section 6.3(a) or 6.3(b)) and shall be held
         and allocated as described below. Any excess amount attributable to
         Matching Contributions and Employer Contributions shall be held
         unallocated in a suspense account for the Limitation Year, used to
         reduce Matching Contributions or Employer Contributions on behalf of
         such Participant for the next Limitation Year, and allocated to such
         Participant in lieu of such reduced contribution as of the end of the
         next Limitation Year under the terms of section 7.5(b). Any such
         allocations shall be treated as Annual Additions to the Account of the
         Participant in the Limitation Year that they are allocated in lieu of
         such reduced contributions. In the event that the Participant
         terminates his participation in this Plan before all of the amounts in
         a suspense account are allocated to his Account, then such excess
         amounts shall be retained in such suspense account, to be reallocated
         to other Participants as of the end of the next Limitation Year and any
         succeeding Limitation Years until all amounts in the suspense account
         are exhausted.

                  (d) Effective for Plan Years beginning before January 1, 2000,
         in the event that any Participant participates in both a defined
         benefit plan and a defined contribution plan maintained by his Employer
         or an Affiliate thereof, then the sum of the Defined Benefit Plan
         Fraction and the Defined Contribution Plan Fraction for any Limitation
         Year shall not exceed 1.0. For these purposes,

                           (1) The Defined Benefit Plan Fraction is a fraction,
                  the numerator of which is the projected annual benefit of the
                  Participant under the defined benefit plan determined as of
                  the close of the Limitation Year and the denominator of which
                  is the lesser of

                                    (A) the product of 1.25 times the dollar
                           limitation in effect under Section 415(b)(1)(A) of
                           the Code for such Limitation Year or



                                     VII-9
<PAGE>   53

                                    (B) the product of 1.4 times the amount that
                           may be taken into account under Section 415(b)(1)(B)
                           of the Code with respect to such Participant for such
                           Limitation Year.

                           (2) The Defined Contribution Plan Fraction is a
                  fraction, the numerator of which is the sum of the Annual
                  Additions to the Participant's Accounts as of the close of the
                  Limitation Year (less any amount that may be subtracted from
                  the numerator in accordance with any applicable statutes,
                  notices or rulings) and the denominator of which is the sum of
                  the lesser of the following amounts determined for such year
                  and for each prior Year of Service with the Employer: (1) the
                  product of 1.25 times the dollar limitation in effect under
                  Section 415(c)(1)(A) of the Code for such Limitation Year
                  (determined without regard to Section 415(c)(6) of the Code)
                  or (2) the product of 1.4 times the amount that may be taken
                  into account under Section 415(c)(1)(B) of the Code with
                  respect to such Participant for such Limitation Year.

                           (3) The figure "1.0" shall be substituted for the
                  figure "1.25" set forth in sections 7.7(d)(1) and 7.7(d)(2)
                  for each year in which this Plan is a Top Heavy Plan unless
                  (1) the defined benefit plan provides a minimum benefit equal
                  to 3% of each Participant's Compensation times the number of
                  years (not exceeding 10) the Plan is a Top Heavy Plan or the
                  defined contribution plan provides a minimum contribution
                  equal to 4% (7 1/2% if the Participant participates in both
                  the defined benefit plan and the defined contribution plan) of
                  each Participant's Section 415 Compensation, and (2) the
                  present value of the cumulative accrued benefits (not
                  including rollover contributions made after December 31,
                  1983), of the Key Employees for such year does not exceed 90%
                  of the present value of the accrued benefits (not including
                  rollover contributions made after December 31, 1983) under all
                  plans. Such values shall be determined in the same manner as
                  described in the "Top Heavy" definition in Article I.

                           (4) If any Employer maintained both a defined
                  contribution plan and a defined benefit plan on May 6, 1986
                  and if the plans satisfied the requirements of Section 415 of
                  the Code for the Limitation Year beginning in 1986, the
                  numerator under section 7.7(d)(2) for any Employee who
                  participated in such defined contribution plan on the last day
                  of the Limitation Year beginning before January 1, 1987 (the
                  "determination date") shall be permanently reduced by an
                  amount equal to the product of (1) the sum of the Defined
                  Contribution Plan Fraction and the Defined Benefit Plan
                  Fraction as of the determination date reduced by 1.0,
                  multiplied by (2) the denominator of the Defined Contribution
                  Plan Fraction as of the determination date. For purposes of
                  the preceding sentence, the Defined Contribution Plan Fraction
                  and the Defined Benefit Plan Fraction shall be computed in


                                     VII-10
<PAGE>   54


                  accordance with Section 415 of the Code as amended in 1986,
                  and changes in the terms and conditions of the defined
                  contribution plan after May 5, 1986 shall not be taken into
                  account. The Annual Addition for any Limitation Year beginning
                  before January 1, 1987 shall not be recomputed to treat
                  Employee contributions as Annual Additions.

                  (e) For purposes of applying the limitations of this section
         7.7 for a particular Limitation Year;

                           (1) all qualified defined benefit plans (without
                  regard to whether a plan has been terminated) ever maintained
                  by the Employer will be treated as one defined benefit plan,
                  and

                           (2) all qualified defined contribution plans (without
                  regard to whether a plan has been terminated) ever maintained
                  by the Employer will be treated as one defined contribution
                  plan.

         7.8 LIMITATION ON ALLOCATION OF ACCOUNTS WITH RESPECT TO SHAREHOLDER
ELECTING GAIN DEFERRAL. Notwithstanding any provisions in this Plan to the
contrary, if shares of Employer Securities are sold to the Plan by a shareholder
of an Employer or Affiliate in a transaction for which special tax treatment is
elected by such shareholder (or his representative) pursuant to Section 1042 of
the Code, no assets attributable to such Employer Securities may be allocated to
the Employer Securities Accounts of:

                  (a) any person who owns (after application of Section 318(a)
         of the Code) more than 25% in value of the outstanding securities of
         the Employer; and

                  (b) the shareholder, and any person who is related to such
         shareholder (within the meaning of Section 267(b) of the Code, but
         excluding lineal descendants of such shareholder as long as no more
         than 5% of the aggregate amount of all Employer Securities sold by such
         shareholder in a transaction to which Section 1042 of the Code applies
         is allocated to lineal descendants of such shareholder) during the
         "nonallocation period" (as defined below).

                  (c) Further, no allocation of Employer contributions may be
         made to the Accounts of such persons unless additional allocations are
         made to other Participants, to satisfy the coverage and
         nondiscrimination requirements of Sections 401(a) and 410 of the Code.
         The term "nonallocation period" means the period beginning on the date
         of sale and ending on the later of ten years after the date of sale or
         the date of the allocation attributable to the final payment on the
         loan incurred with respect to the sale of Employer Securities to the
         Plan.



                                     VII-11
<PAGE>   55




                                  ARTICLE VIII

                             BENEFITS UNDER THE PLAN

         8.1 RETIREMENT BENEFIT.

                  (a) A Participant shall be entitled to a retirement benefit
         upon reaching his Normal Retirement Date, whether or not he has
         actually retired. Until a Participant actually retires from the employ
         of his Employer, he shall continue to be treated in all respects as a
         Participant; provided, however, that, effective for Plan Years
         beginning on or after January 1, 1997, a Participant who is a 5% owner
         of the Company (or any Affiliate) and who attains age 70 1/2 shall
         begin receiving payment of his retirement benefit no later than the
         April 1 after the end of the calendar year in which he attains age 70
         1/2. In addition, upon giving thirty (30) days written notice, a
         Participant may take an early retirement commencing on or after the
         occurrence of such Participant's Early Retirement Date.

                  (b) Upon the attainment of his Normal Retirement Date and
         subject to adjustment as provided in section 9.7(b), such Participant
         shall be entitled to a retirement benefit in an amount equal to 100% of
         the balance in his Accounts as of the Valuation Date immediately
         preceding or concurring with his Normal Retirement Date, plus the
         amount of any contributions allocated subsequent to such Valuation
         Date.

         8.2 DISABILITY BENEFIT.

                  (a) In the event a Participant's employment with his Employer
         is terminated by reason of his total and permanent disability and
         subject to adjustment as provided in section 9.7(b), such Participant
         shall be entitled to a disability benefit in an amount equal to 100% of
         the balance in his Accounts as of the Valuation Date immediately
         preceding or concurring with the date of the severance of his service,
         plus the amount of any contributions allocated subsequent to such
         Valuation Date.

                  (b) Total and permanent disability shall mean the total
         incapacity of a Participant to perform the usual duties of his
         employment with his Employer and will be deemed to have occurred only
         when certified by a physician who is acceptable to the Plan
         Administrator and only if such proof is received by the Administrator
         within sixty (60) days after the date of the termination of such
         Participant's employment.

         8.3 SEVERANCE OF SERVICE BENEFIT.

                  (a) In the event a Participant's service with his Employer is
         severed for reasons other than retirement, total and permanent
         disability or death, and subject to adjustment as provided in section


                                     VIII-1
<PAGE>   56


         9.7(b), such Participant shall be entitled to a severance of service
         benefit in an amount equal to his vested interest in the balance in his
         Accounts as of the Valuation Date immediately preceding or concurring
         with the date of the severance of his service, plus his vested interest
         in the amount of any contributions allocated subsequent to such
         Valuation Date.

                  (b) (1) Effective for Plan Years beginning on and after
                  January 1, 2000, the vested interest in the Employer
                  Contributions Account and Matching Contributions Account of
                  each Participant shall be a percentage of the balance of such
                  Account as of the applicable Valuation Date, based upon such
                  Participant's Years of Service as of the date of the severance
                  of his service, as follows:

                                 TOTAL NUMBER OF                   VESTED
                                YEARS OF SERVICE                  INTEREST
                                ----------------                  --------

                         Less than 1 Year of Service                   0%
                         1 year, but less than 2 years                20%
                         2 years, but less than 3 years               40%
                         3 years, but less than 4 years               60%
                         4 years, but less than 5 years               80%
                         5 years or more                             100%

                  (2) If at any time this Plan ceases to be a Top Heavy Plan
         after being a Top Heavy Plan for one or more Plan Years, the change
         from being a Top Heavy Plan shall be treated as if it were an amendment
         to the Plan's vesting schedule for purposes of sections 14.1(c) and
         (e).

                  (3) Notwithstanding the foregoing, a Participant shall be 100%
         vested in his Employer Contributions Account and Matching Contributions
         Account upon attaining his Normal or Early Retirement Date. A
         Participant's vested interest in his Elective Contributions Account,
         Qualified Non-Elective Contributions Account, and Rollover / Merger
         Account shall be 100% regardless of the number of his Years of Service.

                  (c) (1) If the termination of employment results in five
         consecutive Breaks in Service, then upon the occurrence of such five
         consecutive Breaks in Service, the nonvested interest of the
         Participant in his Employer Contributions Account and Matching
         Contributions Account as of the Valuation Date immediately preceding or
         concurring with the date of his completion of five consecutive Breaks
         in Service shall be deemed to be forfeited and such forfeited amount
         shall be reallocated, pursuant to the provisions of sections 8.3(d)(3)
         and 6.2(c) at the end of the Plan Year concurring with the date the
         fifth such consecutive Break in Service occurs. If the Participant is
         later reemployed by an Employer or an Affiliate, the unforfeited



                                     VIII-2
<PAGE>   57

         balance, if any, in his Employer Contributions Account and Matching
         Contributions Account that has not been distributed to such Participant
         shall be set aside in a separate account, and such Participant's Years
         of Service after any five consecutive Breaks in Service resulting from
         such termination of employment shall not be taken into account for the
         purpose of determining the vested interest of such Participant in the
         balance of his Employer Contributions Account and Matching
         Contributions Account that accrued before such five consecutive Breaks
         in Service. If any portion of an ESOP Account attributable to a
         Participant's Employer Contributions Account and Matching Contributions
         Account is forfeited, his Employer Securities Accounts and Other
         Investments Accounts shall be treated as a single account for purposes
         of this section 8.3(c) and Employer Securities that were purchased with
         borrowed funds and allocated to such Participant's Employer Securities
         Account after release from a suspense account shall be forfeited only
         after all other assets in such Participant's Accounts. If interests in
         more than one class of Employer Securities have been so allocated to
         such Participant's Accounts, the Participant shall forfeit the same
         proportion of each such class.

                  (2) Notwithstanding any other provision of this section 8.3,
         if a Participant is reemployed by an Employer or an Affiliate and, as a
         result, no five consecutive Breaks in Service occur, the Participant
         shall not be entitled to any severance of service benefit as a result
         of such termination of employment; provided, however, that nothing
         contained herein shall require or permit the Participant to return or
         otherwise have restored to his Employer Contributions Account and
         Matching Contributions Account any funds distributed to him prior to
         his reemployment and the determination that no five consecutive Breaks
         in Service would occur.

                  (3) If a Participant is less than 100% vested in his Employer
         Contributions Account and Matching Contributions Account and he
         receives all or a part of his severance of service benefit, then, if
         the Participant resumes employment with an Employer or an Affiliate
         before the occurrence of five consecutive Breaks in Service, until such
         time as there is a fifth consecutive Break in Service, the
         Participant's vested portion of the balance in his Employer
         Contributions Account at any time shall be equal to an amount ("X")
         determined by the formula X = P(AB + D) - D, where "P" is the vested
         percentage of the Participant at such time, "AB" is the balance in the
         Participant's Employer Contributions Account at such time and "D" is
         the amount distributed as a severance of service benefit.

                  (d) (1) Notwithstanding any other provision of this section
         8.3, if at any time a Participant is less than 100% vested in his
         Employer Contributions Account and Matching Contributions Account, and,
         as a result of his severance of service, he receives his entire vested
         severance of service benefit pursuant to the provisions of Article IX,



                                     VIII-3
<PAGE>   58


         and the distribution of such benefit is made not later than the close
         of the fifth Plan Year following the Plan Year in which such
         termination occurs (or such longer period as may be permitted by the
         Secretary of the Treasury, through regulations or otherwise), then upon
         the occurrence of such distribution, the nonvested interest of the
         Participant in his Employer Contributions Account and Matching
         Contributions Account shall be deemed to be forfeited and such
         forfeited amount shall be reallocated, pursuant to the provisions of
         sections 8.3(d)(3) and 6.2(c) at the end of the Plan Year immediately
         following or concurring with the date such distribution occurs.

                  (2) If a Participant is not vested as to any portion of his
         Employer Contributions Account and Matching Contributions Account, he
         will be deemed to have received a distribution immediately following
         his severance of service. Upon the occurrence of such deemed
         distribution, the nonvested interest of the Participant in his Employer
         Contributions Account and Matching Contributions Account shall be
         deemed to be forfeited and such forfeited amount shall be reallocated,
         pursuant to the provisions of sections 8.3(d)(3) and 6.2(c), at the end
         of the Plan Year immediately following or concurring with the date such
         distribution occurs.

                  (3) If a Participant whose interest is forfeited under this
         section 8.3(d) is reemployed by an Employer or an Affiliate prior to
         the occurrence of five consecutive Breaks in Service commencing after
         his distribution, then such Participant shall have the right to repay
         to the Trust, before the date that is the earlier of (1) five years
         after the Participant's resumption of employment, or (2) the close of a
         period of five consecutive Breaks in Service, the full amount of the
         severance of service benefit previously distributed to him. If the
         Participant elects to repay such amount to the Trust within the time
         periods prescribed herein, or if a nonvested Participant whose interest
         was forfeited under this section 8.3(d) is reemployed by an Employer or
         an Affiliate prior to the occurrence of five consecutive Breaks in
         Service, the nonvested interest of the Participant previously forfeited
         pursuant to the provisions of this section 8.3(d) shall be restored to
         the Employer Contributions Account and Matching Contributions Account
         of the Participant, such restoration to be made from forfeitures of
         nonvested interests and, if necessary, by contributions of his
         Employer, so that the aggregate of the amounts repaid by the
         Participant and restored by the Employer shall not be less than the
         Employer Contributions Account and Matching Contributions Account
         balance of the Participant at the time of forfeiture unadjusted by any
         subsequent gains or losses.



                                     VIII-4
<PAGE>   59


         8.4 DEATH BENEFIT.

                  (a) In the event of the death of a Participant while he is
         employed by an Employer and subject to adjustment as provided in
         section 9.7(b), his beneficiary shall be entitled to a death benefit in
         an amount equal to 100% of the balance in his Accounts as of the
         Valuation Date immediately preceding or concurring with the date of his
         death plus the amount of any contributions allocated subsequent to such
         Valuation Date.

                  (b) Subject to the provisions of sections 8.4(c), 9.4 and 9.5
         at any time and from time to time, each Participant shall have the
         unrestricted right to designate a beneficiary to receive his death
         benefit and to revoke any such designation. Each designation or
         revocation shall be evidenced by written instrument filed with the Plan
         Administrator, signed by the Participant and bearing the signatures of
         at least two persons as witnesses to his signature. In the event that a
         Participant has not designated a beneficiary or beneficiaries, or if
         for any reason such designation shall be legally ineffective, or if
         such beneficiary or beneficiaries shall predecease the Participant,
         then the Participant's surviving Eligible Spouse, and if none, his
         issue, per stirpes, and if none, the personal representative of the
         estate of such Participant shall be deemed to be the beneficiary
         designated to receive such death benefit, or if no personal
         representative is appointed for the estate of such Participant, then
         his next of kin under the statute of descent and distribution of the
         State of such Participant's domicile at the date of his death shall be
         deemed to be the beneficiary or beneficiaries to receive such death
         benefit.

                  (c) Notwithstanding the foregoing and except as otherwise
         provided by sections 9.4 and 9.5, if the Participant is married as of
         the date of his death, the Participant's surviving Eligible Spouse
         shall be deemed to be his designated beneficiary and shall receive the
         full amount of the death benefit attributable to the Participant unless
         the spouse consents or has consented to the Participant's designation
         of another beneficiary. Any such consent to the designation of another
         beneficiary must acknowledge the effect of the consent, must be
         witnessed by a Plan representative or by a notary public and shall be
         effective only with respect to that spouse. A spouse's consent may be
         either a restricted consent (which may not be changed as to the
         beneficiary or (except as otherwise permitted by law) form of payment
         unless the spouse consents to such change in the manner described
         herein) or a blanket consent (which acknowledges that the spouse has
         the right to limit consent only to a specific beneficiary or a specific
         form of payment, and that the spouse voluntarily elects to relinquish
         one or both of such rights). Notwithstanding the preceding provisions
         of this section 8.4(c), a Participant shall not be required to obtain
         spousal consent to his designation of another beneficiary if the
         Participant is legally separated or the Participant has been abandoned,
         and the Participant provides the Administrator with a court order to
         such effect, or the spouse cannot be located.



                                     VIII-5
<PAGE>   60




                                   ARTICLE IX

                              PAYMENTS OF BENEFITS

         9.1 TIME FOR DISTRIBUTION OF BENEFITS.

                  (a) Except as otherwise provided under this Article IX, the
         amount of the benefit to which a Participant is entitled under section
         8.1, 8.2, 8.3 or 8.4 shall be paid to him or, in the case of a death
         benefit, shall be paid to said Participant's beneficiary or
         beneficiaries, beginning as soon as practicable following the
         Participant's retirement, disability, death, or other severance of
         service as the case may be.

                  (b) Effective for Plan Years beginning on and after January 1,
         1997, any distribution paid to a Participant (or, in the case of a
         death benefit, to his beneficiary or beneficiaries) pursuant to section
         9.1(a) shall commence not later than the earlier of:

                           (1) the 60th day after the last day of the Plan Year
                  in which the Participant's employment is severed or, if later,
                  in which occurs the Participant's Normal Retirement Date; or

                           (2) in the case of a Participant who is considered to
                  own at least 5% of the Company or an Affiliate, April 1 of the
                  year immediately following the calendar year in which he
                  reaches age 70 1/2.

                  (c) Notwithstanding the foregoing, no distribution shall be
         made of the retirement, disability or severance of service benefit to
         which a Participant is entitled under Article VIII prior to his Normal
         Retirement Date (or, if later, the date he attains age 62) unless the
         value of his benefit does not exceed $5,000 ($3,500 for Plan Years
         beginning prior to August 6, 1997), or unless the Participant consents
         to the distribution. For Plan Years beginning on or after January 1,
         2002, the Plan Administrator shall provide each Participant entitled to
         a distribution of more than $5,000 with a written notice of his rights,
         which shall include an explanation of the alternative dates for
         distribution of benefits. The Participant may elect to exercise such
         rights, no less than 30 days and no more than 90 days before the first
         date upon which distribution of the Participant's vested Account
         balances may be made; provided, however, that such distribution may be
         made less than 30 days after the exercise of such rights if

                           (1) the Plan Administrator informs the Participant of
                  his right to such thirty to ninety day period, and

                           (2) the Participant, after receiving such notice from
                  the Plan Administrator, affirmatively elects a distribution in
                  less than 30 days. In the event that a Participant does not
                  consent to a distribution of a benefit in excess of $5,000 to
                  which he is entitled under section 8.1, 8.2 or 8.3, the amount



                                      IX-1
<PAGE>   61


                  of his benefit shall be paid to the Participant in such
                  subsequent Plan Year as the Participants, at any time, select,
                  but not later than sixty (60) days after the last day of the
                  Plan Year in which the Participant reaches his Normal
                  Retirement Date.

         9.2 FORM OF PAYMENT.

                  (a) The benefits payable under sections 8.1, 8.2, 8.3 and 8.4
         shall be paid to the Participant (or, if applicable, his beneficiary or
         beneficiaries), to the extent possible, in cash or, with respect to
         Plan Years beginning on or after January 1, 2001, in units of Employer
         Securities (except that no fractional shares shall be issued and the
         value of any fractional shares to which a Participant would otherwise
         be entitled shall be paid in cash), as elected by the Participant (or
         his beneficiary or beneficiaries). If the Participant elects to receive
         all or any portion of the vested balance in his Accounts in units of
         Employer Securities, then, during the sixty (60) day period immediately
         preceding the proposed distribution date of the benefit which the
         Participant is entitled to receive under the Plan, the Trustee, to the
         extent possible, shall apply (net of any brokerage commissions) such
         portion of the Participant's Accounts to the purchase of the maximum
         number of whole units of Employer Securities at their then Fair Market
         Value, which units shall be allocated to the Participant's Employer
         Securities Accounts. If the Trustee is unable to apply any elected
         portion of the balance of such Accounts to the purchase of whole units
         of Employer Securities within the said sixty (60) day period, such
         elected portion shall be paid in cash.

                  (b) Notwithstanding the provisions of section 9.2(a), if the
         amount to which any Participant is entitled under Article VIII is less
         than $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997),
         the Plan Administrator, in accordance with a uniform and
         nondiscriminatory policy, may pay such amount to the Participant or his
         beneficiary in the form of cash rather than Employer Securities unless
         the Participant or his beneficiary demands that such amount be
         distributed in the form of Employer Securities; provided, however, that
         prior to distributing any such amount in cash, the Participant's right
         to demand a distribution in the form of Employer Securities instead of
         cash shall have been communicated to the Participant or his beneficiary
         in writing by the Plan Administrator.

         9.3 MANNER OF PAYMENT. Effective for Plan Years beginning on or after
January 1, 2002, a Participant's retirement, disability, severance of service or
death benefit payable pursuant to section 8.1, 8.2, 8.3 or 8.4 shall be
distributed in a lump sum payment.

         9.4 QUALIFIED JOINT AND SURVIVOR ANNUITY REQUIREMENTS BEFORE 2002.
Notwithstanding the provisions of section 9.3, for Plan Years beginning before
January 1, 2002 a Participant's retirement, disability or severance of service


                                      IX-2
<PAGE>   62


benefit payable pursuant to section 8.1, 8.2 or 8.3 shall be distributed
pursuant to this section 9.4 and section 9.6.

                  (a) In the case of a vested Participant who is living on his
         Annuity Starting Date, any benefit provided in section 8.1, 8.2 or 8.3
         shall be paid in the form having the effect of a Qualified Joint and
         Survivor Annuity, unless the Participant elects in writing not to take
         a Qualified Joint and Survivor Annuity.

                  (b) Any such election shall be invalid and shall not take
         effect unless:

                           (1) it is made by the Participant and received by the
                  Plan Administrator during the 90-day period ending on the
                  Annuity Starting Date; and

                           (2) in the case of Participant who has an Eligible
                  Spouse, the Eligible Spouse consents or has consented in
                  writing to such election, such consent acknowledges the effect
                  of such election and such consent is witnessed by a
                  representative of the Plan or a notary public; or the
                  Participant or his beneficiary establishes to the satisfaction
                  of the Plan Administrator that the consent otherwise required
                  may not be obtained because there is no Eligible Spouse,
                  because the Eligible Spouse cannot be located or because of
                  such other circumstances as may be prescribed by the Secretary
                  of the Treasury. Any consent by an Eligible Spouse shall only
                  be effective with respect to such spouse. A spouse's consent
                  shall be a restricted consent (which may not be changed as to
                  either the beneficiary or (except as otherwise permitted by
                  law) form of payment unless the spouse consents to such change
                  in the manner described herein). Notwithstanding the preceding
                  provisions of this subsection (b), a Participant shall not be
                  required to obtain spousal consent if (A) the Participant is
                  legally separated or the Participant has been abandoned, and
                  the Participant provides the Plan Administrator with a court
                  order to such effect, or (B) the spouse cannot be located.

                  (c) At least 30 days, but no more than 90 days before the
         Annuity Starting Date, a Participant shall be provided a form for the
         purpose of making the appropriate elections under the foregoing
         provisions of this section 9.4. Accompanying such election form shall
         be a written explanation of (1) the terms and conditions of a Qualified
         Joint and Survivor Annuity; (2) the Participant's right to make, and
         the effect of, an election to waive the Qualified Joint and Survivor
         Annuity form of benefit; (3) the material features, and an explanation
         of the relative values, of the optional forms of benefit available
         under the Plan; (4) the rights of a Participant's Eligible Spouse; and
         (5) the right to make, and the effect of, a revocation of a previous
         election to waive the Qualified Joint and Survivor Annuity. Once an
         election is made, it may be revoked in writing. Thereafter, another
         election may be made; provided, however, that the new election is
         received by the Plan Administrator prior to the date on which payment



                                      IX-3
<PAGE>   63


         of benefits commences and the other provisions of this section 9.4 are
         met with respect to such new election. Notwithstanding the foregoing, a
         Participant can affirmatively elect to receive payment of benefits
         prior to the expiration of the aforementioned 30 day period if (1) the
         Plan Administrator provides information to the Participant that clearly
         indicates that the Participant has at least 30 days to consider his
         election, (2) the Participant is permitted to revoke such election
         anytime prior to date payment of benefits commence and (3) the payment
         of benefits shall not commence until at least the eighth (8th) day
         following the day the Participant is provided with aforementioned
         election form and written explanation regarding the payment of
         benefits.

         9.5 QUALIFIED PRERETIREMENT SURVIVOR ANNUITY REQUIREMENTS BEFORE 2002.
Notwithstanding the provisions of section 9.3, for Plan Years beginning before
January 1, 2002 a Participant's death benefit payable pursuant to section 8.4
shall be subject to this section 9.5 and section 9.6.

                  (a) If a vested Participant dies before his Annuity Starting
         Date and has an Eligible Spouse on the date of his death, any death
         benefit provided under section 8.4 shall be paid in the form having the
         effect of a Qualified Preretirement Survivor Annuity unless the
         Participant elects in writing not to receive a Qualified Preretirement
         Survivor Annuity.

                  (b) Such election shall be invalid and shall not take effect
         unless:

                           (1) it is made by the Participant and received by the
                  Plan Administrator during the period that begins on the first
                  day of the Plan Year in which the Participant reaches age 35
                  and that ends on the date of the Participant's death (subject
                  to such regulations as may be issued by the Secretary of
                  Treasury); and

                           (2) the Participant's Eligible Spouse consents or has
                  consented in writing to such election, such consent
                  acknowledges the effect of such election and such consent is
                  witnessed by a representative of the Plan or a notary public;
                  or the Participant or his beneficiary establishes to the
                  satisfaction of the Plan Administrator that the consent
                  otherwise required may not be obtained because there is no
                  Eligible Spouse, because the spouse cannot be located or
                  because of such other circumstances as may be prescribed by
                  the Secretary of the Treasury. Any consent by an Eligible
                  Spouse shall only be effective with respect to such spouse. A
                  spouse's consent shall be a restricted consent (which may not
                  be changed as to the beneficiary or (except as otherwise
                  permitted by law) form of payment unless the spouse consents
                  to such change in the manner described herein).
                  Notwithstanding the preceding provisions of this subsection
                  (b), a Participant shall not be required to obtain spousal
                  consent if (A) the Participant is legally separated or the



                                      IX-4
<PAGE>   64


                  Participant has been abandoned, and the Participant provides
                  the Plan Administrator with a court order to such effect, or
                  (B) the spouse cannot be located.

                  (c) A Participant shall be provided a form for the purpose of
         making the appropriate elections under the foregoing provisions of this
         section 9.5. Such form shall be provided (subject to such regulations
         as may be issued by the Secretary of the Treasury) during such of the
         following periods as shall end last:

                           (1) the period beginning with the first day of the
                  Plan Year in which the Participant attains age 32 and ending
                  with the last day of the Plan Year preceding the Plan Year in
                  which the Participant attains age 35;

                           (2) a reasonable period after he becomes a
                  Participant; or

                           (3) a reasonable period after his employment is
                  severed in the case of a Participant whose employment is
                  severed before he attains age 35.

         Accompanying such election form shall be a written explanation of the
         terms and conditions and the financial effect of the election and of
         the rights of the Participant's Eligible Spouse. Once an election is
         made, it may be revoked in writing. Thereafter, another election may be
         made; provided, that the new election is received by the Plan
         Administrator prior to the Participant's death and the other provisions
         of this section 9.5 are met with respect to such new election.

                  (d) If the Participant's death benefit is payable to his
         Eligible Spouse as a Qualified Preretirement Survivor Annuity under
         subsection (a), or if an Eligible Spouse executes a restricted consent
         waiving a Qualified Preretirement Survivor Annuity as provided in
         subsection (b)(2), the Eligible Spouse, or the Participant's designated
         beneficiary, as the case may be, may waive the annuity form of benefit
         after the Participant's death and select an optional form of benefit as
         provided in section 9.6.

         9.6 ALTERNATIVE METHODS OF PAYMENT BEFORE 2002. Notwithstanding the
provisions of 9.3, for Plan Years beginning before January 1, 2002, a
Participant's retirement, disability, severance of service or death benefit
payable pursuant to section 8.1, 8.2, 8.3 or 8.4 shall be subject to this
section 9.6.

                  (a) Notwithstanding sections 9.4 and 9.5, if the value of a
         Participant's benefit does not exceed $5,000 ($3,500 for Plan Years
         beginning prior to August 6, 1997), such benefit shall be paid in the
         form of a lump sum as soon as practicable following the Participant's
         retirement, disability, severance of employment, or death, as provided
         in Article VIII.

                  (b) In the case of any Participant to whom the provisions of
         sections 9.4, and 9.5 do not apply, the manner of payment of his




                                      IX-5
<PAGE>   65

         retirement, disability, severance of employment or death benefit shall
         be determined by such Participant or, in case such Participant has
         died, his beneficiary or beneficiaries. The options are:

                           (1) OPTION A - Such amount shall be paid or applied
                  in monthly, quarterly, semi-annual or annual installments as
                  nearly equal as practicable; provided, however, that the
                  Participant or his beneficiary may elect to accelerate the
                  payment of any part or all of the unpaid installments or to
                  provide that the unpaid balance shall be used for the benefit
                  of the Participant or his beneficiary under Option B. In the
                  event this option is selected, the portion of the Account of a
                  Participant, or, in case such Participant is dead, of his
                  beneficiary or beneficiaries, that is not needed to make the
                  installment payments during the then current Plan Year shall
                  remain a part of the Trust Fund under Article VII and shall
                  participate in the net increase or net decrease in the value
                  of said Trust Fund as provided therein. Installments shall be
                  made as follows:

                                    (A) In the case of a retirement, disability
                           or termination benefit, in no event shall payments
                           under this Option A extend beyond the life expectancy
                           of the Participant or the joint life expectancy of
                           the Participant and his designated beneficiary. If
                           the Participant dies before receiving the entire
                           amount payable to him, the balance shall be paid to
                           his designated beneficiary or, if there is none, to
                           the beneficiary specified in Article VIII; in each
                           case the balance shall be distributed at least as
                           rapidly as under the method being used prior to the
                           Participant's death.

                                    (B) In the case of a death benefit, payment
                           under this Option A:

                                          (i) to the designated beneficiary
                                    shall begin within one year following the
                                    Participant's death and shall not, in any
                                    event, extend beyond the life expectancy of
                                    the designated beneficiary (unless the
                                    designated beneficiary is the Participant's
                                    surviving spouse, in which case such benefit
                                    shall begin no later than the date the
                                    Participant would have reached age 70 1/2);
                                    or

                                          (ii) to any other beneficiary shall be
                                    totally distributed within five years from
                                    the date of the Participant's death.

                  (2) OPTION B - Such amount shall be paid as a straight life
         annuity.




                                      IX-6
<PAGE>   66

                  (3) OPTION C - Such amount shall be paid in an annuity for the
         life of the Participant with a 75% or 100% survivor annuity for the
         life of his Eligible Spouse.

                  (4) OPTION D - Such amount shall be paid in a lump sum.

         (c)      Life expectancies will be recalculated using the return
                  multiples in Tables V and VI of Treasury Regulation Section
                  1.72-9 for purposes of distributions hereunder.

         9.7 LIQUIDATION OF INVESTMENTS, PERIODIC ADJUSTMENTS, AND INCIDENTAL
BENEFITS.

                  (a) Notwithstanding any other provision of this Plan, whenever
         a Participant is entitled to a distribution or withdrawal from the Plan
         pursuant to Article IX or X, the Plan Administrator and the Trustee
         shall be entitled to liquidate all, or any portion, of the investments
         attributable to the Participant's Accounts at any time during the five
         business days preceding the date upon which the distribution or
         withdrawal is scheduled to occur in order to facilitate the payment of
         benefits. In the event that the Plan Administrator and the Trustee
         elect to liquidate investments in order to facilitate a distribution or
         withdrawal, the liquidated funds may be placed in a money market fund
         or similar investment fund (or, when reasonable, may be held in cash,
         without liability for interest thereon). The Plan Administrator may
         adopt such accounting procedures as are necessary to accurately reflect
         the Participant's interest in such liquidated funds.

                  (b) Except as otherwise provided in section 9.7(a), to the
         extent the balance of a Participant's Accounts has not been distributed
         and remains in the Plan, the value of such remaining balance shall be
         subject to adjustment from time to time pursuant to the provisions of
         Article VII.

                           (c) (1) Notwithstanding the foregoing, payments under
                  any of the options described in this section shall satisfy the
                  incidental death benefit requirements and all other applicable
                  provisions of Section 401(a)(9) of the Code, the regulations
                  issued thereunder (including Prop. Reg. Section
                  1.401(a)(9)-2), and such other rules thereunder as may be
                  prescribed by the Commissioner.

                           (2) With respect to distributions under the Plan made
                  for calendar years beginning on or after January 1, 2001, the
                  Plan Administrator shall apply the minimum distribution
                  requirements of Section 401(a)(9) of the Code in accordance
                  with the regulations under Section 401(a)(9) of the Code that
                  were proposed on January 17, 2001, notwithstanding any
                  provision of the Plan to the contrary. This section 9.7(c)(2)


                                      IX-7
<PAGE>   67


                  shall continue in effect until the end of the last calendar
                  year beginning before the effective date of final regulations
                  under Section 401(a)(9) of the Code or such other date as may
                  be specified in guidance published by the Internal Revenue
                  Service.

         9.8 DIRECT ROLLOVER DISTRIBUTIONS. Notwithstanding any provision of the
plan to the contrary, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have all or any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover. In the event that a Distributee elects to
have only a portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan, the portion must not be less than $500 (adjusted under
such regulations as may be issued from time to time by the Secretary of the
Treasury).

         9.9 DISTRIBUTION FOR A MINOR BENEFICIARY. In the event a distribution
is to be made to a beneficiary who is a minor under the laws of the state in
which the beneficiary resides, the Plan Administrator may, in the Plan
Administrator's sole discretion, direct that such distribution be paid to the
legal guardian or custodian of such beneficiary as permitted by the laws of the
state in which said beneficiary resides. A payment to the legal guardian or
custodian of a minor beneficiary shall fully discharge the Trustee, Employer,
Plan Administrator, and Plan from further liability on account thereof.

         9.10 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN. In the event that
all, or any portion of the distribution payable to a Participant or his
beneficiary, hereunder shall remain unpaid after the later of the Participant's
attainment of age 62 or his Normal Retirement Date solely by reason of the
inability of the Plan Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after further diligent effort,
to ascertain the whereabouts of such Participant or his Beneficiary, the amount
so distributable shall be treated as a forfeiture pursuant to the provisions of
Article VIII. In the event a Participant or beneficiary of such Participant is
located subsequent to his benefit being forfeited, the amount forfeited
(unadjusted for gains and losses) shall be restored to the Participant's
Accounts. Such restoration shall be made from forfeitures occurring in the Plan
Year of the restoration and, if necessary, by contributions of his Employer.

         9.11 PUT OPTIONS.

                  (a) The provisions of this section 9.11 relate to all Employer
         Securities held as assets of the Trust. Except to the extent
         hereinafter provided in this section 9.11, except as provided in
         section 9.12, or except as otherwise required by applicable law, no
         such Employer Securities may be subject to a put, call or other option,
         or buy-sell or similar arrangement while held by and when distributed
         from the Plan.

                  (b) If any such Employer Securities, when distributed to or
         for the benefit of a Participant, are not then listed on a national
         securities exchange registered under section 6 of the Securities
         Exchange Act of 1934 (the "1934 Act") or are not then quoted on a
         system sponsored by a national securities association registered under
         section 15A(b) of the 1934 Act, or, if so listed or quoted, are then


                                      IX-8
<PAGE>   68


         subject to a trading limitation (a restriction under any federal or
         state securities law, any regulation thereunder or any permissible
         agreement affecting such Employer Securities, that makes such Employer
         Securities not as freely tradable as Employer Securities not subject to
         such restriction), then the Participant, the Participant's beneficiary
         or beneficiaries, the persons to whom such shares are transferred by
         gift from the Participant, or any person to whom such Employer
         Securities pass by reason of the death of the Participant or a
         beneficiary of the Participant, as the case may be, shall be granted an
         option to put any of the units of such Employer Securities to the
         Company. The put option shall provide that, for a period of fifteen
         (15) months after such shares are distributed, the Participant, the
         Participant's beneficiary or beneficiaries, the persons to whom such
         shares are transferred by gift from the Participant, or any person to
         whom such Employer Securities pass by reason of the death of the
         Participant or a beneficiary of the Participant, as the case may be,
         shall have the right to have the Company purchase such units at their
         Fair Market Value on the date the put option is exercised. Any such put
         option shall be exercised by the holder notifying the Company in
         writing that the put option is being exercised; the date of exercise
         shall be the date the Company receives such written notice. Payment of
         the purchase price shall be made by the Company, at the election of the
         Company, either in cash within 30 days after the date of exercise or by
         an installment purchase. Any installment purchase must provide for
         adequate security, a reasonable interest rate and a payment schedule
         providing for cumulative payments at any time not less than the
         payments that would be made if made in substantially equal annual
         installments beginning within 30 days and ending not more than five
         years (which may be extended to a date no later than the earlier of ten
         years after the date of exercise or the date the proceeds of the loan
         used by the Plan to acquire the securities in question are entirely
         repaid) after the date the put option is exercised.

                  (c) The following special rules shall apply to any put option
         granted with respect to any such Employer Securities:

                           (1) At the time that any such put option is
                  exercised, the Plan shall have an option to assume the rights
                  and obligations of the Company under the put option.

                           (2) If it is known at the time that a loan is made to
                  the Plan to enable it to purchase Employer Securities that
                  federal or state law will be violated by the Company honoring
                  the put option provided in this section 9.11, the holder of
                  any such put option shall have the right to put such Employer
                  Securities to a third party that has substantial net worth at
                  the time the loan is made and whose net worth is reasonably
                  expected to remain substantial, the identity of such third
                  party to be selected by the Plan Administrator.




                                      IX-9
<PAGE>   69

                           (3) If any such Employer Securities are publicly
                  traded without restriction when distributed, but cease to be
                  so traded within 15 months after distribution, the Company
                  shall notify each holder of such Employer Securities, in
                  writing, on or before the tenth day after the date such
                  Employer Securities cease to be so traded, that for the
                  remainder of the 15-month period, such Employer Securities are
                  subject to a put option. Such notice shall also inform the
                  holder of the terms of such put option (which terms shall be
                  consistent with the provisions of this section 9.11). If such
                  notice is given after the tenth day after the date such
                  Employer Securities cease to be so traded, the duration of the
                  put option shall be extended by the number of days between
                  such tenth day and the date on which notice is actually given.

                           (4) The period during which a put option is
                  exercisable shall not include any time when a distributee is
                  unable to exercise it because the party bound by the put
                  option is prohibited from honoring it by applicable federal or
                  state law.

                  (d) Except as otherwise permitted by law, the provisions of
         this section 9.11 are not terminable for any reason, including as a
         result of the repayment of any loan used to acquire Employer Securities
         or by the cessation of the Plan as an employer stock ownership plan.

         9.12 RIGHT OF FIRST REFUSAL. The Employer or, if the Employer does not
exercise such right, the Plan, shall have a right of first refusal with respect
to any Employer Securities constituting stock or another equity security or a
debt security convertible into stock or another equity security that are
distributed for the benefit of a Participant or his beneficiary under this Plan.
Such right of first refusal shall be subject to the following terms and
conditions:

                  (a) At the time the right of first refusal may be exercised,
         the Employer Securities subject thereto must not then be listed on a
         national securities exchange registered under section 6 of the
         Securities Exchange Act of 1934 (the "1934 Act") or must not then be
         quoted on a system sponsored by a national securities association
         registered under section 15A(b) of the 1934 Act.

                  (b) If at any time the person owning or otherwise having the
         right to sell such Employer Securities subject to the right of first
         refusal (whether or not such person received such securities from the
         Trust or as a result of a gift, a pledge or otherwise) desires to sell
         such securities, or any portion thereof, such person shall provide
         notice in writing to the Employer and to the Trustee (on behalf of the
         Plan), with such notice to include the name and address of the person
         to whom it is proposed that the securities be sold and of the person
         proposing to make the sale, the proposed purchase price therefore and
         the proposed terms of payment. The Employer and/or the Trustee shall


                                     IX-10
<PAGE>   70


         have fourteen (14) days from the giving of such notice within which to
         give notice in writing to the person proposing to make the sale of the
         desire to exercise the right of first refusal. If both the Employer and
         the Trustee (on behalf of the Plan) exercise such right of first
         refusal, the Employer shall have the priority to make the purchase.

                  (c) If the Employer or the Trustee exercises the right of
         first refusal, the purchase of the shares shall take place as soon
         thereafter as is practicable at the offices of the purchaser. The
         purchase price and other terms of the purchase shall not be less
         favorable to the seller than the greater of the Fair Market Value of
         the securities in question or the purchase price and other terms
         offered by the proposed purchaser (other than the Employer or the
         Plan), making a good faith offer to purchase the security.



                                     IX-11
<PAGE>   71




                                   ARTICLE X

             PRERETIREMENT WITHDRAWALS AND DIVERSIFICATION ELECTIONS

         10.1 HARDSHIP WITHDRAWALS.

                  (a) A Participant will be eligible to receive a withdrawal of
         any amounts credited to his Elective Contributions Account on account
         of Hardship. Notwithstanding the foregoing, any withdrawal pursuant to
         this section 10.1 shall not include amounts credited at any time to the
         Participant (in this Plan or any plan merged with this Plan) as (1)
         earnings attributable to elective contributions or (2) qualified
         non-elective contributions and earnings attributable thereto. If a
         Participant incurs a Hardship, such Participant may apply to the
         Administrator for the withdrawal of a portion of his Elective
         Contributions Account not in excess of the amount of such Hardship. The
         Administrator shall determine whether an immediate and heavy financial
         need exists and the amount necessary to meet the need (which amount may
         include the amount necessary to pay income taxes and penalties
         reasonably anticipated to result from the withdrawal), or the lesser
         amount, if any, to be distributed to such Participant, in a uniform and
         nondiscriminatory manner. If the Administrator approves a Hardship
         withdrawal, it shall direct the Trustee to distribute such amount to
         such Participant from his Elective Contributions Account (subject, in
         each case, to the restrictions set forth hereinabove).

                  (b) An immediate and heavy financial need shall be deemed to
         include

                           (1) expenses of medical care (as defined in Section
                  213(d) of the Code) incurred by the Participant or his spouse
                  or other dependents (as defined in Section 152 of the Code) or
                  necessary for such persons to obtain such medical care,

                           (2) payments (other than mortgage payments) directly
                  related to the purchase of the Participant's principal
                  residence,

                           (3) payment of tuition and related educational fees
                  for the next 12 months of post-secondary education for the
                  Participant or his spouse, children or other dependents,

                           (4) payments necessary to prevent the eviction of the
                  Participant from his principal residence or the foreclosure on
                  the mortgage of such residence, and

                           (5) such other events as may be prescribed by the
                  Commissioner of the Internal Revenue Service in revenue
                  rulings, notices and other documents of general applicability.



                                      X-1
<PAGE>   72


                  (c) A financial need shall not fail to qualify as immediate
         and heavy merely because such need was reasonably foreseeable or
         voluntarily incurred by the Participant.

                  (d) A distribution pursuant to this section 10.1 will be
         deemed necessary to satisfy the financial need of a Participant if

                           (1) the distribution is not in excess of the amount
                  of the immediate and heavy financial need of the employee
                  (including any amount necessary to pay income taxes and
                  penalties reasonably anticipated to result from the
                  distribution);

                           (2) the Participant has obtained all distributions,
                  other than hardship distributions, and all nontaxable loans
                  currently available under all plans maintained by an Employer;

                           (3) the Participant's elective contributions to the
                  Plan or any other qualified or nonqualified plans of deferred
                  compensation maintained by an Employer are suspended and he is
                  not permitted to make further elective contributions until the
                  first day of the quarter of the Plan Year following the
                  expiration of 12 months from the date of such withdrawal; and

                           (4) the Participant is not permitted to make elective
                  contributions to the Plan or any other plan maintained by an
                  Employer for the Participant'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
                  Participant's elective contributions for the taxable year of
                  the hardship distribution.

                  (e) Any Participant who withdraws an amount pursuant to
         section 10.1(a) shall be subject to the limitations of sections
         6.1(b)(1)(B) and 6.1(g).

         10.2 DIVERSIFICATION ELECTIONS.

                  (a) Notwithstanding any restrictions upon Participant directed
         investments set forth within the provisions of Article XI, a
         Participant who has attained age 55 and completed at least ten (10)
         years of participation in the Plan, shall have the right to direct the
         Trustee to diversify the investment of a portion of his Employer
         Securities Accounts before his retirement, death, total and permanent
         disability, or severance of service.

                  (b) Such a Participant may elect pursuant to this section,
         within ninety (90) days after the close of the first Plan Year in the
         Diversification Election Period, to diversify the investment of an



                                      X-2
<PAGE>   73

         amount not exceeding 25% of the portion of the balance of his Employer
         Securities Accounts determined as of the last day of such Plan Year.

                  (c) Within ninety (90) days after the close of the second,
         third, fourth and fifth Plan Years in the Diversification Election
         Period, such a Participant may elect pursuant to this section to
         diversify the investment of an amount equal to the difference between

                           (1) 25% of the portion of the balance of his Employer
                  Securities Accounts (determined before the application of
                  subsection (b) above), determined as of the last day of such
                  Plan Year, and

                           (2) the amount with respect to which a
                  diversification election was previously made.

                  (d) In the final Plan Year of the Diversification Election
         Period, the Participant may elect pursuant to this section to diversify
         the investment of an amount equal to the difference between

                           (1) 50% of the portion of the balance of his Employer
                  Securities Accounts (determined before the application of
                  subsections (b) and (c) above), determined as of the last day
                  of such Plan Year,

                           (2) and the amount with respect to which a
                  diversification election was previously made.

                  (e) An eligible Participant's diversification election shall
         be made in such form as may be approved by the Plan Administrator (or
         as otherwise permitted by the Plan Administrator), with the Participant
         designating the amount to be invested in Funds made available pursuant
         to section 11.1 as a percentage of the portion of his Employer
         Securities Accounts that is available for reinvestment as described in
         subsection (a).

                  (f) Notwithstanding any other provision of this section 10.2,
         no diversification election shall be made to any Participant unless the
         value of the Employer Securities allocated to the Participant's
         Employer Securities Accounts, exceeds $500 as of the Valuation Date
         immediately preceding the first day on which the Participant may elect
         an investment diversification.



                                      X-3
<PAGE>   74


                                   ARTICLE XI

                              DIRECTED INVESTMENTS

         11.1 INVESTMENT FUNDS.

                  (a) Each Participant may direct the Plan Administrator to
         invest his Accounts in one or more Funds that may be made available
         from time to time. A Participant's Accounts shall be divided into
         sub-accounts to properly account for the various Funds in which such
         Accounts are invested. Each sub-account shall be adjusted as of each
         Valuation Date in accordance with Article VIII to account for
         distributions, withdrawals, loans, contributions and forfeitures
         allocated to it and with respect to its share of the income, loss,
         appreciation and depreciation of such Fund.

                  (b) Each Fund shall be treated separately for purposes of (1)
         crediting dividends, interest, and other income on the investments in a
         particular investment fund, and all realized and unrealized gains shall
         be credited to that fund, and (2) charging brokerage commissions,
         taxes, and other charges and expenses in connection with the
         investments in a particular Fund, and all realized and unrealized
         losses shall be charged to that Fund. Other charges or fees separately
         incurred and not charged to a Fund, and incurred as a result of an
         election made by a Participant associated with the investment of his
         Accounts, shall be charged against his Accounts in accordance with
         Article VIII.

                  (c) Neither the Trustee, the Plan Administrator, nor any other
         person shall be under any duty to question any election by a
         Participant or to make any suggestions to him in connection therewith.
         Any loss occasioned by a Participant's election or failure to change an
         election of a Fund shall not be the responsibility of the Trustee, the
         Plan Administrator, or any other person. Nor shall the Trustee or the
         Plan Administrator be liable to any Participant for failure to make an
         investment in any Fund elected by him if in the exercise of due
         diligence the Trustee has not been able to acquire satisfactory
         securities or other property for that Fund satisfying the
         specifications and parameters established by the Plan Administrator and
         reasonable requirements as to price, terms, and other conditions, or
         for inability to liquidate an investment in a Fund promptly upon
         receipt of a new election form from the Participant.

         11.2 UNIFORM PROCEDURES. The Administrator shall establish uniform
procedures regarding Participant investment directions, which procedures shall
be communicated to all Participants. The Plan Administrator, at its sole
discretion, may prohibit, or otherwise restrict, investment of Participant
Account balances in the ESOP Company Stock Fund by any officer, director or 10%
shareholder of the Company, or any other Participant who is required to file
reports under Section 16(b) of the Securities Exchange Act of 1934, in order to
prevent a violation of federal law or an undue administrative burden upon the
Plan Administrator.



                                      XI-1
<PAGE>   75


         11.3 DESIGNATED SECTION 404(C) PLAN.

                  (a) This Plan is designated as an "ERISA Section 404(c) Plan"
         providing Participants (and beneficiaries) with the opportunity to
         exercise control over the investment of assets held in their Accounts
         and to select, from a broad range of Funds, the manner in which some or
         all of the assets in their Accounts are invested. The Funds shall be
         selected and offered by the Company, as the designated plan fiduciary,
         in accordance with Section 404(c) of ERISA and the regulations
         thereunder.

                  (b) Information relating to the purchase, holding or sale of
         interests in the ESOP Company Stock Fund by Participants, as well as
         the voting and/or tender of Employer Securities, shall be maintained on
         a confidential basis by the director of personnel for the Company at
         all times. The director of personnel for the Company shall be the
         fiduciary responsible for maintaining all participant information with
         respect to investments in, and the voting and tender of, the ESOP
         Company Stock Fund. The director of personnel shall maintain
         confidential information with respect to participants' investments in
         the ESOP Company Stock Fund in a manner that will prevent officers,
         directors and employees of the Company from obtaining access to the
         information unless they have been specifically authorized to receive
         the information in connection with their responsibilities with respect
         to the administration of the plan. The director of personnel also shall
         be responsible for the periodic review and revision of confidentiality
         procedures for the Plan.

                  (c) In the event the fiduciary designated in section 11.3(b)
         above determines that the direct or indirect exercise of shareholder
         rights by any Participant who has invested in the ESOP Company Stock
         Fund may be subject to undue employer influence, the fiduciary shall
         appoint one or more independent fiduciaries (who are not affiliated
         with any Employer) to carry out such activities with respect to the
         ESOP Company Stock Fund as may be required to eliminate such undue
         employer influence.

         11.4 LOANS TO PARTICIPANTS. Participant loans shall be made in
accordance with a written loan policy adopted by the Plan Administrator.






                                      XI-2
<PAGE>   76



                                  ARTICLE XII

                                   TRUST FUND

         12.1 TRUST FUND. The Trust Fund shall be held by Comerica Bank, as
Trustee, or by a successor trustee or trustees, for use in accordance with the
Plan under the Agreement and Declaration of Trust. The Agreement and Declaration
of Trust may from time to time be amended in the manner therein provided.
Similarly, the Trustee may be changed from time to time in the manner provided
in the Agreement and Declaration of Trust.

         12.2 ESOP INVESTMENTS. The Trustee shall invest the portions of the
ESOP Company Stock Fund primarily in, and hold for such Account, Employer
Securities unless, and to the extent, otherwise required by the Plan or the Plan
Administrator. Unless otherwise required by the Agreement and Declaration of
Trust, Employer Securities may be purchased or otherwise acquired from any
source, including any party that might be a party in interest (within the
meaning of Section 3(14) of ERISA) or a disqualified person (within the meaning
of Section 4975(e)(2) of the Code); provided, however, that if Employer
Securities are purchased or acquired from such a party in interest or
disqualified person, the Trustee shall neither pay more than adequate
consideration (within the meaning of Section 3(18) of ERISA), nor shall pay any
commission to any person in connection with such acquisition.

         12.3 POWER TO BORROW. In order to enable it to carry out the purpose
for which the Plan and Trust was established and except as otherwise provided by
the Agreement and Declaration of Trust, the Trustee shall have the power to
borrow money to purchase Employer Securities and for other purposes of the Trust
from any source, including from any party that may be a party in interest
(within the meaning of Section 3(14) of ERISA) or a disqualified person (within
the meaning of Section 4975(e)(2) of the Code), and the Trustee may have a party
in interest or disqualified person guarantee any such loan; provided, however,
that if funds are borrowed from such a party in interest or disqualified person
or such a party or person guarantees the loan, such borrowing shall be primarily
for the benefit of the participants and their beneficiaries. The Trustee shall
have the power to issue promissory notes as Trustee to evidence any such
borrowing.

         12.4 VOTING. Unless otherwise required by the Agreement and Declaration
of Trust, any voting and other rights with respect to units of Employer
Securities held as part of, or otherwise attributable to, each Participant's
ESOP Accounts, or as part of any suspense account established pursuant to
section 7.3, within the ESOP Company Stock Fund shall be exercised as follows:

                  (a) If the Employer does not have a registration-type class of
         securities, as defined in Code Section 409(e), each Participant who is
         an employee of the Employer shall be entitled to direct the Trustee as
         to the exercise of any voting rights, attributable to shares allocated




                                     XII-1
<PAGE>   77

         to his Employer Securities Account, with respect to the approval or
         disapproval of any corporate merger or consolidation, recapitalization,
         reclassification, liquidation, dissolution, or sale of substantially
         all assets of a trade or business.

                  (b) If the Employer has a registration-type security, as
         defined in Code Section 409(e), any voting and other rights with
         respect to units of Employer Securities (including fractional shares)
         allocated to any Participant's Employer Securities Account shall be
         exercised by the Trustee in accordance with instructions received from
         such Participant.

                  (c) In connection with the exercise of the rights set forth in
         sections 12.4(a) and (b), the Trustee shall notify each Participant at
         least thirty (30) days prior to the date upon which such rights are to
         be exercised; provided, however, that the Trustee shall not be under
         any obligation to notify the Participants sooner than it receives such
         information as security holder of record. In the event the notice
         received by the Trustee makes it impossible for the Trustee to comply
         with such thirty (30) day notice requirement, the Trustee shall notify
         the Participants regarding the exercise of such rights as soon as
         practicable. The notification shall include all information distributed
         to the security holders of record by the Employer regarding the
         exercise of such rights. The Trustee shall be entitled to exercise such
         rights on the units of Employer Securities allocated to a Participant's
         Employer Securities Account only to the extent that it receives
         direction from such Participant, and if it does not receive direction,
         it shall not exercise any rights.

                  (d) Any voting and other rights with respect to units of
         Employer Securities (including fractional shares) held by the Trustee
         that are allocated to any suspense account or that are not subject to
         sections 12.4 (a) or (b) shall be exercised by the Trustee as directed
         by the Plan Administrator.

         12.5 DIVIDENDS. Unless otherwise required by the Agreement and
Declaration of Trust, dividends with respect to units of Employer Securities
held as part of, or otherwise allocable to, the Participants' ESOP Accounts
shall be dealt with as follows:

                  (a) Cash dividends with respect to units of Employer
         Securities (including fractional shares) allocated to a Participant's
         Employer Securities Account may be paid, at the discretion of the
         Employer, directly to the Participant by the Employer.

                  (b) With respect to any Plan Year for which the value of the
         aggregate units of Employer Securities (including fractional shares)
         allocated to each Participant's Employer Securities Account for the
         Plan Year equals or exceeds the cash dividends paid to the Trustee with
         respect to units of Employer Securities (including fractional shares)
         allocated to the Participant's Employer Securities Account, such cash



                                     XII-2
<PAGE>   78

         dividends shall be used, if, and to the extent that, the Employer so
         directs, to make payments on any loans entered into by the Trustee for
         the purpose of purchasing Employer Securities.

                  (c) Cash dividends paid with respect to units of Employer
         Securities (including fractional shares) allocated to any suspense
         account, established pursuant to section 7.3, as of the payment date
         shall be used, if, and to the extent that, the Employer so directs, to
         make payments on any loans entered into by the Trustee for the purpose
         of purchasing Employer Securities.

                  (d) Cash dividends paid to the Trustee with respect to units
         of Employer Securities (including fractional shares) allocated to the
         Employer Securities Account of a Participant receiving installment
         payments pursuant to Article IX of the Plan shall be distributed to the
         Participant (or his beneficiary or beneficiaries) as soon as
         practicable by the Trustee.

                  (e) Cash dividends paid to the Trustee with respect to units
         of Employer Securities (including fractional shares) allocated to the
         Employer Securities Account of a Participant as of the payment date
         shall be distributed, if, and to the extent that, the Employer so
         directs, to the Participant (or his beneficiary or beneficiaries) by
         the Trustee.

                  (f) All other cash dividends paid with respect to units of
         Employer Securities shall be retained by the Trustee and allocated in
         the same manner as other income of the Trust Fund. Cash dividends
         allocated to each Participant's Employer Securities Account may be
         exchanged by the Trustee for additional units of Employer Securities
         (including fractional shares) allocated to a suspense account.

                  (g) Stock dividends paid with respect to units of Employer
         Securities (including fractional shares) allocated to Participants'
         Employer Securities Accounts and/or suspense accounts as of the payment
         date, shall be used, if, and to the extent that, the Employer so
         directs, to make payments, directly or indirectly, on any loans entered
         into by the Trustee for the purpose of purchasing Employer Securities.

                  (h) All other stock dividends paid with respect to units of
         Employer Securities (including fractional shares) allocated to each
         Participant's Employer Securities Account as of a payment date shall be
         retained by the Trustee and allocated to such Employer Securities
         Account.

                  (i) All other stock dividends paid with respect to units of
         Employer Securities (including fractional shares) allocated to any
         suspense account as of a payment date shall be retained by the Trustee
         and allocated to such suspense account.



                                     XII-3
<PAGE>   79




                                  ARTICLE XIII

            EXPENSES OF ADMINISTRATION OF THE PLAN AND THE TRUST FUND

         13.1 The Company shall bear all expenses of implementing this Plan and
the Trust. For its services, any corporate trustee shall be entitled to receive
reasonable compensation in accordance with its written agreement with the
Company, as in effect from time to time. Any individual Trustee shall be
entitled to such compensation as shall be arranged between the Company and the
Trustee by separate instrument; provided, however, that no person who is already
receiving full-time pay from any Employer or any Affiliate shall receive
compensation from the Trust Fund (except for the reimbursement of expenses
properly and actually incurred). The Company may pay all expenses of the
administration of the Trust Fund, including the Trustee's compensation, the
compensation of any investment manager, the expense incurred by the Plan
Administrator in discharging its duties, all income or other taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon or
in respect of the Trust Fund, and any interest that may be payable on money
borrowed by the Trustee for the purpose of the Trust and any Employer may pay
such expenses as relate to Participants employed by such Employer. Any such
payment by the Company or another Employer shall not be deemed a contribution to
this Plan. Such expenses shall be paid out of the assets of the Trust Fund
unless paid or provided for by the Company or another Employer. Notwithstanding
anything contained herein to the contrary, no excise tax or other liability
imposed upon the Trustee, the Plan Administrator or any other person for failure
to comply with the provisions of any federal law shall be subject to payment or
reimbursement from the assets of the Trust.



                                     XIII-1
<PAGE>   80




                                  ARTICLE XIV

                            AMENDMENT AND TERMINATION

         14.1 RESTRICTIONS ON AMENDMENT AND TERMINATION OF PLAN. It is the
present intention of the Company to maintain the Plan set forth herein
indefinitely. Nevertheless, the Company specifically reserves to itself the
right at any time, and from time to time, to amend or terminate this Plan in
whole or in part; provided, however, that no such amendment:

                  (a) shall have the effect of vesting in any Employer, directly
         or indirectly, any interest, ownership or control in any of the present
         or subsequent funds held subject to the terms of the Trust;

                  (b) shall cause or permit any property held subject to the
         terms of the Trust to be diverted to purposes other than the exclusive
         benefit of the Participants and their beneficiaries or for the
         administrative expenses of the Plan Administrator and the Trust;

                  (c) shall either directly or indirectly reduce any vested and
         nonforfeitable interest of, or the vested percentage in effect with
         respect to, a Participant determined as of the later of the date the
         amendment is adopted or the date the amendment is effective, except as
         permitted by law;

                  (d) shall reduce the Accounts of any Participant;

                  (e) shall amend any vesting schedule with respect to any
         Participant who has at least three Years of Service at the end of the
         election period described below, except as permitted by law, unless
         each such Participant shall have the right to elect to have the vesting
         schedule in effect prior to such amendment apply with respect to him,
         such election, if any, to be made during the period beginning not later
         than the date the amendment is adopted and ending no earlier than sixty
         (60) days after the latest of the date the amendment is adopted, the
         amendment becomes effective or the Participant is issued written notice
         of the amendment by his Employer or the Plan Administrator;

                  (f) shall increase the duties or liabilities of the Trustee
         without its written consent; or

                  (g) shall modify, more than once in any six-month period, any
         provision of the Plan set forth in Article V, sections 6.1, 6.2, 6.3,
         6.4, 7.5(b), and 7.6 that is applicable to any officer, director, 10%
         owner of any Employer, or any other Participant who is required to file
         reports under Section 16(a) of the Securities Exchange Act of 1934.



                                     XIV-1
<PAGE>   81


         14.2 AMENDMENT OF PLAN. Subject to the limitations stated in section
14.1, the Company shall have the power to amend this Plan in any manner that it
deems desirable, and, not in limitation but in amplification of the foregoing,
it shall have the right to change or modify the method of allocation of
contributions hereunder (except as provided in section 14.1(g)) to change any
provision relating to the administration of this Plan and to change any
provision relating to the distribution or payment, or both, of any of the assets
of the Trust.

         14.3 TERMINATION OF PLAN. Any Employer, in its sole and absolute
discretion, may permanently discontinue making contributions under this Plan or
may terminate this Plan and the Trust (with respect to all Employers if it is
the Company, or with respect to itself alone if it is an Employer other than the
Company), completely or partially, at any time without any liability whatsoever
for such permanent discontinuance or complete or partial termination. In any of
such events, the affected Participants, notwithstanding any other provisions of
this Plan, shall have fully vested interests in the amounts credited to their
respective Accounts at the time of such complete or partial termination of this
Plan and the Trust or permanent discontinuance of contributions. All such vested
interests shall be nonforfeitable.

         14.4 DISCONTINUANCE PROCEDURE. In the event an Employer decides to
permanently discontinue making contributions, such decision shall be evidenced
by an appropriate resolution of its Board and a certified copy of such
resolution shall be delivered to the Plan Administrator and the Trustee. All of
the assets in the Trust Fund belonging to the affected Participants on the date
of discontinuance specified in such resolutions shall, aside from becoming fully
vested as provided in section 14.3, be held, administered and distributed by the
Trustee in the manner provided under this Plan. In the event of a permanent
discontinuance of contributions without such formal documentation, full vesting
of the interests of the affected Participants in the amounts credited to their
respective Accounts will occur on the last day of the year in which a
substantial contribution is made to the Trust.

         14.5 TERMINATION PROCEDURE.

                  (a) In the event an Employer decides to terminate this Plan
         and the Trust, such decision shall be evidenced by an appropriate
         resolution of its Board and a certified copy of such resolution shall
         be delivered to the Plan Administrator and the Trustee. After payment
         of all expenses and proportional adjustments of individual accounts to
         reflect such expenses and other changes in the value of the Trust Fund
         as of the date of termination, each affected Participant (or the
         beneficiary of any such Participant) shall be entitled to receive,
         provided that the requirements set forth in section 14.5(b) are met,
         any amount then credited to his Accounts in a lump sum.

                  (b) In the event this Plan and the Trust are terminated,
         completely or partially, and with respect to any one Employer or with
         respect to all Employers, distributions may not be made pursuant to
         this section 14.5 unless:



                                     XIV-2
<PAGE>   82


                           (1) the Plan has been completely terminated and no
                  successor plan (within the meaning of Section 401(k)(10) of
                  the Code) has been established;

                           (2) the Plan has been partially terminated as a
                  result of the sale or other disposition by an Employer to an
                  unrelated corporation of substantially all of the assets used
                  in a trade or business, in which case distribution may be made
                  to employees who continue employment with the acquiring
                  corporation; or

                           (3) the Plan has been partially terminated as a
                  result of the sale or other disposition by an Employer of its
                  interest in a subsidiary, in which case distribution may be
                  made to employees who continue employment with the subsidiary.

                  (c) At the election of the Participant, the Plan Administrator
         may transfer the amount of any Participant's distribution under this
         section 14.5 to the trustee of another qualified plan or the trustee of
         an individual retirement account or individual retirement annuity
         instead of distributing such amount to the Participant. Any such
         election by a Participant shall be in writing and filed with the Plan
         Administrator.


                                     XIV-3
<PAGE>   83




                                   ARTICLE XV

                                  MISCELLANEOUS

         15.1 MERGER OR CONSOLIDATION. This Plan and the Trust may not be merged
or consolidated with, and the assets or liabilities of this Plan and the Trust
may not be transferred to, any other plan or trust unless each Participant would
receive a benefit immediately after the merger, consolidation or transfer, if
the plan and trust then terminated, that is equal to or greater than the benefit
the Participant would have received immediately before the merger, consolidation
or transfer if this Plan and the Trust had then terminated.

         15.2 ALIENATION.

                  (a) Except as provided in section 15.2(b) or 15.2(c) no
         Participant or beneficiary of a Participant shall have any right to
         assign, transfer, appropriate, encumber, commute, anticipate or
         otherwise alienate his interest in this Plan or the Trust or any
         payments to be made thereunder; no benefits, payments, rights or
         interests of a Participant or beneficiary of a Participant of any kind
         or nature shall be in any way subject to legal process to levy upon,
         garnish or attach the same for payment of any claim against the
         Participant or beneficiary of a Participant; and no Participant or
         beneficiary of a Participant shall have any right of any kind
         whatsoever with respect to the Trust, or any estate or interest
         therein, or with respect to any other property or right, other than the
         right to receive such distributions as are lawfully made out of the
         Trust, as and when the same respectively are due and payable under the
         terms of this Plan and the Trust.

                  (b) Notwithstanding the provisions of section 15.2(a) the Plan
         Administrator shall direct the Trustee to make payments pursuant to a
         Qualified Domestic Relations Order as defined in Section 414(p) of the
         Code. The Plan Administrator shall establish procedures consistent with
         Section 414(p) of the Code to determine if any order received by the
         Plan Administrator, or any other fiduciary of the Plan, is a Qualified
         Domestic Relations Order. Distribution shall be made to an Alternate
         Payee pursuant to any Qualified Domestic Relations Order, if required
         by such Qualified Domestic Relations Order, at any time.

                  (c) Notwithstanding any provision of the Plan to the contrary,
         an offset to a Participant's Accounts for an amount that the
         Participant is ordered or required to pay the Plan with respect to a
         judgment, order or decree issued, or a settlement entered into, on or
         after August 5, 1997, shall be permitted in accordance with Sections
         401(a)(13)(C) and (D) of the Code.

         15.3 USERRA REQUIREMENTS. Notwithstanding any provision of this Plan to
the contrary, effective December 12, 1994, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance



                                      XV-1
<PAGE>   84

with Section 414(u) of the Internal Revenue Code and the Uniformed Service
Employment and Reemployment Rights Act.

         15.4 GOVERNING LAW. This Plan shall be administered, construed and
enforced according to the laws of the State of Florida, except to the extent
such laws have been expressly preempted by federal law.

         15.5 ACTION BY EMPLOYER. Whenever the Company or another Employer under
the terms of this Plan is permitted or required to do or perform any act, it
shall be done and performed by the Board of Directors of the Company or such
other Employer and shall be evidenced by proper resolution of such Board of
Directors certified by the Secretary or Assistant Secretary of the Company or
such other Employer.

         15.6 ALTERNATIVE ACTIONS. In the event it becomes impossible for the
Company, another Employer, the Plan Administrator or the Trustee to perform any
act required by this Plan, then the Company, such other Employer, the Plan
Administrator or the Trustee, as the case may be, may perform such alternative
act that most nearly carries out the intent and purpose of this Plan.

         15.7 GENDER. Throughout this Plan, and whenever appropriate, the
masculine gender shall be deemed to include the feminine and neuter; the
singular, the plural; and vice versa.

         15.8 ELECTRONIC MEDIA AND OTHER TECHNOLOGY. Notwithstanding any
provision of the Plan to the contrary, the Plan Administrator may use telephonic
media, electronic media or other technology in administering the Plan to the
extent not prohibited by applicable law, regulation or other pronouncement.

         IN WITNESS WHEREOF, this Amendment and Restatement has been executed
this _______ day of _______________, 2001, and shall be effective as of the
dates set forth hereinabove.

                                       IPG ADMINISTRATIVE SERVICES, INC.



                                       By:________________________________

         (Corporate Seal)              Its: ______________________________
                                                     "COMPANY"



                                      XV-2