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EXHIBIT 10.6










                            MEMBERWORKS INCORPORATED

                           401(K) PROFIT SHARING PLAN

























Defined Contribution Plan 7.7

Restated July 1, 2000
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                                TABLE OF CONTENTS

INTRODUCTION

ARTICLE I          FORMAT AND DEFINITIONS
Section 1.01       ----- Format
Section 1.02       ----- Definitions

ARTICLE II         PARTICIPATION
Section 2.01       ----- Active Participant
Section 2.02       ----- Inactive Participant
Section 2.03       ----- Cessation of Participation

ARTICLE III        CONTRIBUTIONS
Section 3.01       ----- Employer Contributions
Section 3.01A      ----- Rollover Contributions
Section 3.02       ----- Forfeitures
Section 3.03       ----- Allocation
Section 3.04       ----- Contribution Limitation
Section 3.05       ----- Excess Amounts

ARTICLE IV         INVESTMENT OF CONTRIBUTIONS
Section 4.01       ----- Investment of Contributions
Section 4.01A      ----- Investment in Qualifying Employer Securities

ARTICLE V          BENEFITS
Section 5.01       ----- Retirement Benefits
Section 5.02       ----- Death Benefits
Section 5.03       ----- Vested Benefits
Section 5.04       ----- When Benefits Start
Section 5.05       ----- Withdrawal Privileges
Section 5.06       ----- Loans to Participants

ARTICLE VI         DISTRIBUTION OF BENEFITS
Section 6.01       ----- Automatic Forms of Distribution
Section 6.02       ----- Optional Forms of Distribution and Distribution
                         Requirements
Section 6.02A      ----- Distributions in Qualifying Employer Securities
Section 6.03       ----- Election Procedures
Section 6.04       ----- Notice Requirements

ARTICLE VII        TERMINATION OF PLAN

ARTICLE VIII       ADMINISTRATION OF PLAN
Section 8.01       ----- Administration
Section 8.02       ----- Records
Section 8.03       ----- Information Available
Section 8.04       ----- Claim and Appeal Procedures
Section 8.05       ----- Unclaimed Vested Account Procedure
Section 8.06       ----- Delegation of Authority

ARTICLE IX         GENERAL PROVISIONS
Section 9.01       ----- Amendments
Section 9.02       ----- Direct Rollovers
Section 9.03       ----- Mergers and Direct Transfers
Section 9.04       ----- Provisions Relating to the Insurer and Other Parties
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Section 9.05       ----- Employment Status
Section 9.06       ----- Rights to Plan Assets
Section 9.07       ----- Beneficiary
Section 9.08       ----- Nonalienation of Benefits
Section 9.09       ----- Construction
Section 9.10       ----- Legal Actions
Section 9.11       ----- Small Amounts
Section 9.12       ----- Word Usage
Section 9.13       ----- Transfers Between Plans

ARTICLE X          TOP-HEAVY PLAN REQUIREMENTS
Section 10.01      ----- Application
Section 10.02      ----- Definitions
Section 10.03      ----- Modification of Vesting Requirements
Section 10.04      ----- Modification of Contributions
Section 10.05      ----- Modification of Contribution Limitation

PLAN EXECUTION
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                                  INTRODUCTION


The Primary Employer previously established a 401(k) profit sharing plan on
April 1, 1996.

The Primary Employer is of the opinion that the plan should be changed. It
believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
July 1, 2000, is set forth in this document and is substituted in lieu of the
prior document.

Quota-Phone, Inc. previously established a 401(k) profit sharing plan on
January 1, 1997.

The Quota-Phone, Inc. 401(k) Profit Sharing Plan was merged with this Plan
effective January 1, 2000.  All persons covered under the Quota-Phone, Inc.
plan on December 31, 1999, will continue to be covered under this Plan with
no loss of benefits.

The restated plan continues to be for the exclusive benefit of employees of the
Employer. All persons covered under the plan on June 30, 2000, shall continue to
be covered under the restated plan with no loss of benefits.

It is intended that the plan, as restated, shall qualify as a profit sharing
plan under the Internal Revenue Code of 1986, including any later amendments to
the Code.
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                                   ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

Words and phrases defined in the DEFINITIONS SECTION of Article I shall have
that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

 These words and phrases have an initial capital letter to aid in identifying
them as defined terms.

SECTION 1.02--DEFINITIONS.

ACCOUNT means, for a Participant, his share of the Investment Fund and
Qualifying Employer Securities Fund. Separate accounting records are kept for
those parts of his Account that result from:

(a) Elective Deferral Contributions
(b) Matching Contributions

(c) Rollover Contributions

A Participant's Account shall be reduced by any distribution of his Vested
Account and by any Forfeitures. A Participant's Account will participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees applicable
under the Group Contract or other investment arrangement.

ACTIVE PARTICIPANT means an Eligible Employee who is actively participating in
the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of
Article II.

AFFILIATED SERVICE GROUP means any group of corporations, partnerships or other
organizations of which the Employer is a part and which is affiliated within the
meaning of Code Section 414(m) and regulations thereunder. Such a group includes
at least two organizations one of which is either a service organization (that
is, an organization the principal business of which is performing services), or
an organization the principal business of which is performing management
functions on a regular and continuing basis. Such service is of a type
historically performed by employees. In the case of a management organization,
the Affiliated Service Group shall include organizations related, within the
meaning of Code Section 144(a)(3), to either the management organization or the
organization for which it performs management functions. The term Controlled
Group, as it is used in this Plan, shall include the term Affiliated Service
Group.

ANNUITY STARTING DATE means, for a Participant, the first day of the first
period for which an amount is payable as an annuity or any other form.

BENEFICIARY means the person or persons named by a Participant to receive any
benefits under this Plan upon the Participant's death. See the BENEFICIARY
SECTION of Article IX.

CLAIMANT means any person who has made a claim for benefits under this Plan. See
the CLAIM AND APPEAL PROCEDURES SECTION of Article VIII.

CODE means the Internal Revenue Code of 1986, as amended.
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COMPENSATION means, except as modified in this definition, the total earnings
paid or made available to an Employee by the Employer during any specified
period.
"Earnings" in this definition means Compensation as defined in the CONTRIBUTION
LIMITATION SECTION of Article III.

Compensation shall also include elective contributions. Elective contributions
are amounts excludable from the employee's gross income under Code Sections 125,
402(e)(3), 402(h) or 403(b), and contributed by the Employer, at the Employee's
election, to a Code Section 401(k) arrangement, a simplified employee pension,
cafeteria plan or tax-sheltered annuity. Elective contributions also include
Compensation deferred under a Code Section 457 plan maintained by the Employer
and Employee contributions "picked up" by a governmental entity and, pursuant to
Code Section 414(h)(2), treated as Employer contributions.

For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may
elect to use an alternative nondiscriminatory definition of Compensation in
accordance with the regulations under Code Section 414(s). For purposes of
determining the amount of Elective Deferral Contributions, Compensation shall
exclude reimbursements or other expense allowances, fringe benefits (cash and
noncash), moving expenses, deferred compensation and welfare benefits.

For Plan Years beginning after December 31, 1988, and before January 1, 1994,
the annual Compensation of each Participant taken into account for determining
all benefits provided under the Plan for any year shall not exceed $200,000. For
Plan Years beginning on or after January 1, 1994, the annual Compensation of
each Participant taken into account for determining all benefits provided under
the Plan for any year shall not exceed $150,000.

The $200,000 limit shall be adjusted by the Secretary at the same time and in
the same manner as under Code Section 415(d). The $150,000 limit shall be
adjusted by the Commissioner for increases in the cost of living in accordance
with Code Section 401(a)(17)(B). The cost of living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which pay is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the annual compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is 12.

In determining the Compensation of a Participant for purposes of the annual
compensation limit, the rules of Code Section 414(q)(6) shall apply, except that
in applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the close of the year. If, as a result of the application of such
rules the adjusted annual compensation limit is exceeded, then (except for
purposes of determining the portion of Compensation up to the integration level
if this Plan provides for permitted disparity) the limitation shall be prorated
among the affected individuals in proportion to each such individual's
Compensation as determined under this definition prior to the application of
this limitation.

If Compensation for any prior determination period is taken into account in
determining a Participant's benefits accruing in the current Plan Year, the
Compensation for that prior determination period is subject to the annual
compensation limit in effect for that prior determination period. For this
purpose, for determination periods beginning before the first day of the first
Plan Year beginning on or after January 1, 1989, which are used to determine
benefits in Plan Years beginning after December 31, 1988 and before January 1,
1994, the annual compensation limit is $200,000. For this purpose, for
determination periods beginning before the first day of the first Plan Year
beginning on or after January 1, 1994, which are used to determine benefits in
Plan Years beginning on or after January 1, 1994, the annual compensation limit
is $150,000.
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Compensation means, for an Employee who is a Leased Employee, the Employee's
Compensation for the services he performs for the Employer, determined in the
same manner as the Compensation of Employees who are not Leased Employees,
regardless of whether such Compensation would be received directly from the
Employer or from the leasing organization.

CONTINGENT ANNUITANT means an individual named by the Participant to receive a
lifetime benefit after the Participant's death in accordance with a survivorship
life annuity.

CONTRIBUTIONS means

Elective Deferral Contributions
Matching Contributions
Rollover Contributions

as set out in Article III, unless the context clearly indicates otherwise.

CONTROLLED GROUP means any group of corporations, trades or businesses of which
the Employer is a part that are under common control. A Controlled Group
includes any group of corporations, trades or businesses, whether or not
incorporated, which is either a parent-subsidiary group, a brother-sister group,
or a combined group within the meaning of Code Section 414(b), Code Section
414(c) and regulations thereunder and, for purposes of determining contribution
limitations under the CONTRIBUTION LIMITATION SECTION of Article III, as
modified by Code Section 415(h) and, for the purpose of identifying Leased
Employees, as modified by Code Section 144(a)(3). The term Controlled Group, as
it is used in this Plan, shall include the term Affiliated Service Group and any
other employer required to be aggregated with the Employer under Code Section
414(o) and the regulations thereunder.

DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

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

ELECTIVE DEFERRAL CONTRIBUTIONS means Contributions made by the Employer to fund
this Plan in accordance with a qualified cash or deferred arrangement as
described in Code Section 401(k). See the EMPLOYER CONTRIBUTIONS SECTION of
Article III.

ELIGIBLE EMPLOYEE means any Employee of the Employer who meets the following
requirement. He is not employed as a nonresident alien with no U.S. source
income.

ELIGIBLE RETIREMENT PLAN means an individual retirement account described in
Code Section 408(a), an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section 403(a) or a qualified trust
described in Code Section 401(a), that accepts the Distributee's Eligible
Rollover Distribution.

However, in the case of an Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any portion of
the balance to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include:

(a) Any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives
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(or joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more.

(b) Any distribution to the extent such distribution is required under Code
Section 401(a)(9).

(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).

EMPLOYEE means an individual who is employed by the Employer or any other
employer required to be aggregated with the Employer under Code Sections 414(b),
(c), (m) or (o). A Controlled Group member is required to be aggregated with the
Employer.

The term Employee shall also include any Leased Employee deemed to be an
employee of any employer described in the preceding paragraph as provided in
Code Sections 414(n) or 414(o).

EMPLOYER means the Primary Employer and Card Member Companies and affiliated
companies who adopt this Plan. This will also include any successor corporation
or firm of the Employer which shall, by written agreement, assume the
obligations of this Plan or any predecessor corporation or firm of the Employer
(absorbed by the Employer, or of which the Employer was once a part) which
became a predecessor because of a change of name, merger, purchase of stock or
purchase of assets and which maintained this Plan.

EMPLOYER CONTRIBUTIONS means

Elective Deferral Contributions
Matching Contributions as set out in Article III, unless the context clearly
indicates otherwise.

EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service.

ENTRY DATE means the date an Employee first enters the Plan as an Active
Participant. See the ACTIVE PARTICIPANT SECTION of Article II.


FISCAL YEAR means the Primary Employer's taxable year. The last day of the
Fiscal Year is December 31.

FORFEITURE means the part, if any, of a Participant's Account that is forfeited.
See the FORFEITURES SECTION of Article III.

FORFEITURE DATE means, as to a Participant, the last day of five consecutive
one-year Periods of Severance.

This is the date on which the Participant's Nonvested Account will be forfeited
unless an earlier forfeiture occurs as provided in the FORFEITURES SECTION of
Article III.

GROUP CONTRACT means the group annuity contract or contracts into which the
Primary Employer enters with the Insurer for the investment of Contributions and
the payment of benefits under this Plan. The term Group Contract as it is used
in this Plan is deemed to include the plural unless the context clearly
indicates otherwise.

HIGHLY COMPENSATED EMPLOYEE means a highly compensated active Employee or a
highly compensated former Employee.

A highly compensated active Employee means any Employee who performs service for
the Employer during the determination year and who, during the look-back year
is:
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(a) An Employee who is a 5% owner, as defined in Section 416(i)(1)(B)(i), at any
time during the determination year or the look-back year.

(b) An Employee who receives compensation in excess of $75,000 (indexed in
accordance with Section 415(d) during the look-back year.

(c) An Employee who receives compensation in excess of $50,000 (indexed in
accordance with Section 415(d) during the look-back year and is a member of the
top-paid group for the look-back year.

(d) An Employee who is an officer, within the meaning of Section 416(i), during
the look-back year and who receives compensation in the look-back year greater
than 50% of the dollar limitation in effect under Section 415(b)(1)(A) for the
calendar year in which the look-back year begins. The number of officers is
limited to 50 (or, if lesser, the greater of 3 employees or 10% of employees)
excluding those employees who may be excluded in determining the top-paid group.

(e) An Employee who is both described in paragraph b, c or d above when these
paragraphs are modified to substitute the determination year for the look-back
year and one of the 100 Employees who receive the most compensation from the
Employer during the determination year.

If no officer has satisfied the compensation requirement of (c) above during
either a determination year or look-back year, the highest paid officer for such
year shall be treated as a Highly Compensated Employee.

For this purpose, the determination year shall be the Plan Year. The look-back
year shall be the twelve-month period immediately preceding the determination
year.

A highly compensated former Employee means any Employee who separated from
service (or was deemed to have separated) prior to the determination year,
performs no service for the Employer during the determination year, and was a
highly compensated active Employee for either the separation year or any
determination year ending on or after the Employee's 55th birthday.

If an Employee is, during a determination year or look-back year, a family
member of either a 5 percent owner who is an active or former Employee or a
Highly Compensated Employee who is one of the 10 most highly compensated
Employees ranked on the basis of compensation paid by the Employer during such
year, then the family member and the 5 percent owner or top-ten highly
compensated Employee shall be aggregated. In such case, the family member and 5
percent owner or top-ten highly compensated Employee shall be treated as a
single Employee receiving compensation and Plan contributions or benefits equal
to the sum of such compensation and contributions or benefits of the family
member and 5 percent owner or top-ten highly compensated Employee. For purposes
of this definition, family member includes the spouse, lineal ascendants and
descendants of the Employee or former Employee and the spouses of such lineal
ascendants and descendants.

Compensation is compensation within the meaning of Code Section 415(c)(3),
including elective or salary reduction contributions to a cafeteria plan, cash
or deferred arrangement or tax-sheltered annuity. The top-paid group consists of
the top 20% of employees ranked on the basis of compensation received during the
year.

Employers aggregated under Section 414(b), (c), (m) or (o) are treated as a
single Employer. HOUR-OF-SERVICE means, for an Employee, each hour for which he
is paid, or entitled to payment, for performing duties for the Employer.
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Hours-of-Service shall be credited for employment with any other employer
required to be aggregated with the Employer under Code Sections 414(b), (c), (m)
or (o) and the regulations thereunder for purposes of eligibility and vesting.
Hours-of-Service shall also be credited for any individual who is considered an
employee for purposes of this Plan pursuant to Code Section 414(n) or Code
Section 414(o) and the regulations thereunder.

INACTIVE PARTICIPANT means a former Active Participant who has an Account. See
the INACTIVE PARTICIPANT SECTION of Article II.

INSURER means Principal Life Insurance Company and any other insurance company
or companies named by the Trustee or Primary Employer.

INVESTMENT FUND means the assets held for the purpose of providing benefits for
Participants. These funds result from Contributions made under the Plan.

INVESTMENT MANAGER means any fiduciary (other than a trustee or Named Fiduciary)

(a) who has the power to manage, acquire, or dispose of any assets of the Plan;
and

(b) who (1) is registered as an investment adviser under the Investment Advisers
Act of 1940, or (2) is a bank, as defined in the Investment Advisers Act of
1940, or (3) is an insurance company qualified to perform services described in
subparagraph (a) above under the laws of more than one state; and

(c) who has acknowledged in writing being a fiduciary with respect to the
Plan.

LATE RETIREMENT DATE means the first day of any month which is after a
Participant's Normal Retirement Date and on which retirement benefits begin. If
a Participant continues to work for the Employer after his Normal Retirement
Date, his Late Retirement Date shall be the earliest first day of the month on
or after he ceases to be an Employee. An earlier or a later Retirement Date may
apply if the Participant so elects. An earlier Retirement Date may apply if the
Participant is age 70 1/2. See the WHEN BENEFITS START SECTION of Article V.

LEASED EMPLOYEE means any person (other than an employee of the recipient) who
pursuant to an agreement between the recipient and any other person ("leasing
organization") has performed services for the recipient (or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)) on a
substantially full time basis for a period of at least one year, and such
services are of a type historically performed by employees in the business field
of the recipient employer. Contributions or benefits provided a Leased Employee
by the leasing organization which are attributable to service performed for the
recipient employer shall be treated as provided by the recipient employer.

A Leased Employee shall not be considered an employee of the recipient if:

(a) such employee is covered by a money purchase pension plan providing (1) a
nonintegrated employer contribution rate of at least 10 percent of compensation,
as defined in Code Section 415(c)(3), but including amounts contributed pursuant
to a salary reduction agreement which are excludable from the employee's gross
income under Code Sections 125, 402(e)(3), 402(h) or 403(b), (2) immediate
participation, and (3) full and immediate vesting and (b) Leased Employees do
not constitute more than 20 percent of the recipient's non highly compensated
workforce.

LOAN ADMINISTRATOR means the person or positions authorized to administer the
Participant loan program.

The Loan Administrator is Susan Vance.
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MATCHING CONTRIBUTIONS means matching contributions made by the Employer to fund
this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

NAMED FIDUCIARY means the person or persons who have authority to control and
manage the operation and administration of the Plan.

The Named Fiduciary is the Employer.

NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is neither
a Highly Compensated Employee nor a family member

NONVESTED ACCOUNT means the part, if any, of a Participant's Account that is in
excess of his Vested Account.

NORMAL FORM means a single life annuity with installment refund.

NORMAL RETIREMENT AGE means the age at which the Participant's normal retirement
benefit becomes nonforfeitable. A Participant's Normal Retirement Age is 65.

NORMAL RETIREMENT DATE means the earliest first day of the month on or after the
date the Participant reaches his Normal Retirement Age. Unless otherwise
provided in this Plan, a Participant's retirement benefits shall begin on a
Participant's Normal Retirement Date if he has ceased to be an Employee on such
date and has a Vested Account. Even if the Participant is an Employee on his
Normal Retirement Date, he may choose to have his retirement benefit begin on
such date. See the WHEN BENEFITS START SECTION of Article V.

PARENTAL ABSENCE means an Employee's absence from work which begins on or after
the first Yearly Date after December 31, 1984,

(a) by reason of pregnancy of the Employee,

(b) by reason of birth of a child of the Employee,

(c) by reason of the placement of a child with the Employee in connection
with adoption of such child by such Employee, or

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

PARTICIPANT means either an Active Participant or an Inactive Participant.

PERIOD OF MILITARY DUTY means, for an Employee

(a) who served as a member of the armed forces of the United States, and

(b) who was reemployed by the Employer at a time when the Employee had a right
to reemployment in accordance with seniority rights as protected under Section
2021 through 2026 of Title 38 of the U. S. Code, the period of time from the
date the Employee was first absent from active work for the Employer because of
such military duty to the date the Employee was reemployed.

PERIOD OF SERVICE means a period of time beginning on an Employee's Employment
Commencement Date or Reemployment Commencement Date (whichever applies) and
ending on his Severance from Service Date.
<PAGE>   12
PERIOD OF SEVERANCE means a period of time beginning on an Employee's Severance
from Service Date and ending on the date he again performs an Hour-of-Service.

A one-year Period of Severance means a Period of Severance of 12 consecutive
months.

Solely for purposes of determining whether a one-year Period of Severance has
occurred for eligibility or vesting purposes, the 12-consecutive month period
beginning on the first anniversary of the first date of a Parental Absence shall
not be a one-year Period of Severance.

PLAN means the 401(k) profit sharing plan of the Employer set forth in this
document, including any later amendments to it.

PLAN ADMINISTRATOR means the person or persons who administer the Plan.

The Plan Administrator is the Employer.

PLAN YEAR means a period beginning on a Yearly Date and ending on the day before
the next Yearly Date.

PRIMARY EMPLOYER means MEMBERWORKS INCORPORATED AND CARD MEMBER COMPANIES AND
SUBSIDIARIES.

QUALIFIED JOINT AND SURVIVOR FORM means, for a Participant who has a spouse, an
immediate survivorship life annuity with installment refund, where the
survivorship percentage is 50% and the Contingent Annuitant is the Participant's
spouse. A former spouse will be treated as the spouse to the extent provided
under a qualified domestic relations order as described in Code Section 414(p).
If a Participant does not have a spouse, the Qualified Joint and Survivor Form
means the Normal Form.

The amount of benefit payable under the Qualified Joint and Survivor Form shall
be the amount of benefit which may be provided by the Participant's Vested
Account.

QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a single life annuity with
installment refund payable to the surviving spouse of a Participant who dies
before his Annuity Starting Date. A former spouse will be treated as the
surviving spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p).

QUALIFYING EMPLOYER SECURITIES means any instrument issued by the Employer and
meeting the requirements of Section 4975(e)(8) of the Code and Section 407(d)(5)
of the Employee Retirement Income Securities Act of 1974, as amended (`ERISA').

QUALIFYING EMPLOYER SECURITIES FUND means the assets held in Qualifying Employer
Securities for the purpose of providing benefits for Participants. This fund
results from Contributions made under the Plan.

REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service following a Period of Severance.

REENTRY DATE means the date a former Active Participant reenters the Plan. See
the ACTIVE PARTICIPANT SECTION of Article II.

RETIREMENT DATE means the date a retirement benefit will begin and is a
Participant's Normal or Late Retirement Date, as the case may be.
<PAGE>   13
ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by or for
a Participant according to the provisions of the ROLLOVER CONTRIBUTIONS SECTION
of Article III.

SEVERANCE FROM SERVICE DATE means the earlier of

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

(b) the first anniversary of the date an Employee begins a one-year absence from
service (with or without pay). This absence may be the result of any combination
of vacation, holiday, sickness, disability, leave of absence or layoff.

Solely to determine whether a one-year Period of Severance has occurred for
eligibility or vesting purposes for an Employee who is absent from service
beyond the first anniversary of the first day of a Parental Absence, Severance
from Service Date is the second anniversary of the first day of the Parental
Absence. The period between the first and second anniversaries of the first day
of the Parental Absence is not a Period of Service and is not a Period of
Severance.

TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

TEFRA COMPLIANCE DATE means the date a plan is to comply with the provisions of
TEFRA. The TEFRA Compliance Date as used in this Plan is,

(a) for purposes of contribution limitations, Code Section 415,

   (1) if the plan was in effect on July 1, 1982, the first day of the first
   limitation year which begins after December 31, 1982, or

   (2) if the plan was not in effect on July 1, 1982, the first day of the
   first limitation year which ends after July 1, 1982.

(b)   for all other purposes, the first Yearly Date after December 31, 1983.

TOTALLY AND PERMANENTLY DISABLED means that a Participant is disabled, as a
result of sickness or injury, to the extent that he is prevented from engaging
in any substantial gainful activity, and is eligible for and receives a
disability benefit under Title II of the Federal Social Security Act.

TRUST means an agreement of trust between the Primary Employer and Trustee
established for the purpose of holding and distributing the Trust Fund under the
provisions of the Plan. The Trust may provide for the investment of all or any
portion of the Trust Fund in the Group Contract.

TRUST FUND means the total funds held under the Trust for the purpose of
providing benefits for Participants. These funds result from Contributions made
under the Plan which are forwarded to the Trustee to be deposited in the Trust
Fund.

TRUSTEE means the trustee or trustees under the Trust. The term Trustee as it is
used in this Plan is deemed to include the plural unless the context clearly
indicates otherwise.

VALUATION DATE means the date on which the value of the assets of the Trust is
determined. The value of each Account which is maintained under this Plan shall
be determined on the Valuation Date. In each Plan Year, the Valuation Date shall
be the last day of the Plan Year. In addition, the Plan Administrator may
designate from time to time, so long as the Trustee agrees, that another date or
dates shall be Valuation Dates with respect to a specific Plan Year.

VESTED ACCOUNT means the vested part of a Participant's Account. The
Participant's Vested Account is equal to that part of his Account which results
from Contributions which were 100%
<PAGE>   14
vested when made before his Vesting Percentage is 100% and is equal to his
Account when his Vesting Percentage is 100%.

The Participant's Vested Account is nonforfeitable.

VESTING PERCENTAGE means the percentage used to determine the nonforfeitable
portion of a Participant's Account attributable to Employer Contributions which
were not 100% vested when made.

A Participant's Vesting Percentage is shown in the following schedule opposite
the number of whole years of his Vesting Service.



                     VESTING SERVICE                 VESTING
                       (whole years)                PERCENTAGE

                        Less than 1                       0
                        1 or more                       100

However, the Vesting Percentage for a Participant who is an Employee on or after
the earliest of (i) the date he reaches his Normal Retirement Age, (ii) the date
of his death, or (iii) the date he becomes Totally and Permanently Disabled,
shall be 100% on such date.

If the schedule used to determine a Participant's Vesting Percentage is changed,
the new schedule shall not apply to a Participant unless he is credited with an
Hour-of-Service on or after the date of the change and the Participant's
nonforfeitable percentage on the day before the date of the change is not
reduced under this Plan. The amendment provisions of the AMENDMENT SECTION of
Article IX regarding changes in the computation of the Vesting Percentage shall
apply.

VESTING SERVICE means an Employee's Period of Service. If he has more than one
Period of Service or if all or a part of a Period of Service is not counted, his
Vesting Service shall be determined by adjusting his Employment Commencement
Date so that he has one continuous period of Vesting Service equal to the
aggregate of all his countable Periods of Service. This period of Vesting
Service shall be expressed as whole years and fractional parts of a year (to two
decimal places) on the basis that 365 days equal one year.

However, Vesting Service is modified as follows:

Period of Military Duty included:

A Period of Military Duty shall be included as service with the Employer to the
extent it has not already been credited.

Period of Severance included (service spanning rule):

      A Period of Severance shall be deemed to be a Period of Service under
either of the following conditions:

(a) the Period of Severance immediately follows a period during which an
Employee is not absent from work and ends within 12 months; or

(c) the Period of Severance immediately follows a period during which an
Employee is absent from work for any reason other than quitting, being
discharged or retiring (such as a leave of absence or layoff) and ends within 12
months of the date he was first absent.
<PAGE>   15
Controlled Group service included:

      An Employee's service with a member firm of a Controlled Group while both
that firm and the Employer were members of the Controlled Group shall be
included as service with the Employer.

YEARLY DATE means January 1, 1996, and each following January 1.

YEARS OF SERVICE means an Employee's Vesting Service disregarding any
modifications which exclude service






                                   ARTICLE II

                                  PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

(a) An Employee shall first become an Active Participant (begin active
participation in the Plan) on the earliest date on or after July 1, 2000, on
which he is an Eligible Employee. This date is his Entry Date.

Each Employee who was an Active Participant under the Quota-Phone, Inc. 401(k)
Profit Sharing Plan became an Active Participant under this Plan as of January
1, 2000. His entry date under the prior document is deemed to be his Entry Date
under this Plan.

Each Employee who was an Active Participant under the Plan on June 30, 2000,
shall continue to be an Active Participant if he is still an Eligible Employee
on July 1, 2000, and his Entry Date shall not change.

(b) An Inactive Participant shall again become an Active Participant (resume
active participation in the Plan) on the date he again performs an
Hour-of-Service as an Eligible Employee. This date is his Reentry Date.

Upon again becoming an Active Participant, he shall cease to be an Inactive
Participant.

(c) A former Participant shall again become an Active Participant (resume active
participation in the Plan) on the date he again performs an Hour-of-Service as
an Eligible Employee. This date is his Reentry Date.

There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.
<PAGE>   16
An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

(a) The date on which he ceases to be an Eligible Employee (on his Retirement
Date if the date he ceases to be an Eligible Employee occurs within one month of
his Retirement Date).

(b) The effective date of complete termination of the Plan.

An Employee or former Employee who was an Inactive Participant under the
Quota-Phone, Inc. 401(k) Profit Sharing Plan became an Inactive Participant
under this Plan as of January 1, 2000. Eligibility for any benefits payable to
him or on his behalf and the amount of the benefits shall be determined
according to the provisions of the prior document, unless otherwise stated in
this document.

An Employee or former Employee who was an Inactive Participant under the Plan on
June 30, 2000, shall continue to be an Inactive Participant on July 1, 2000.
Eligibility for any benefits payable to him or on his behalf and the amount of
the benefits shall be determined according to the provisions of the prior
document, unless otherwise stated in this document.



SECTION 2.03--CESSATION OF PARTICIPATION.

A Participant shall cease to be a Participant on the date he is no longer an
Eligible Employee and his Account is zero.
<PAGE>   17
                                   ARTICLE III
                                  CONTRIBUTIONS


SECTION 3.01--EMPLOYER CONTRIBUTIONS.

Employer Contributions for Plan Years which end on or after July 1, 2000, may be
made without regard to current or accumulated net income, earnings, or profits
of the Employer. Notwithstanding the foregoing, the Plan shall continue to be
designed to qualify as a profit sharing plan for purposes of Code Sections
401(a), 402, 412, and 417. Such Contributions will be equal to the Employer
Contributions as described below:

(a) The amount of each Elective Deferral Contribution for a Participant shall be
equal to any percentage (not less than 1% nor more than 20%) of his Compensation
as elected in his elective deferral agreement. An Employee who is eligible to
participate in the Plan may file an elective deferral agreement with the
Employer. The elective deferral agreement to start Elective Deferral
Contributions may be effective on a Participant's Entry Date (Reentry Date, if
applicable) or any following date. The Participant shall make any change or
terminate the elective deferral agreement by filing a new elective deferral
agreement. A Participant's elective deferral agreement making a change may be
effective on any date an elective deferral agreement to start Elective Deferral
Contributions could be effective. A Participant's elective deferral agreement to
stop Elective Deferral Contributions may be effective on any date. The elective
deferral agreement must be in writing and completed before the beginning of the
pay period in which Elective Deferral Contributions are to start, change or
stop.

Elective Deferral Contributions are fully (100%) vested and nonforfeitable.

(b) The amount of each Matching Contribution for a Participant eligible for an
allocation for the quarter shall be equal to a percentage as determined by the
Employer, of the Elective Deferral Contributions made for him for quarter,
disregarding any Elective Deferral Contributions in excess of a percentage as
determined by the Employer, of his Compensation for the quarter.

The Employer may, at its discretion, make all or any portion (up to 100%) of
this Matching Contribution to the Trustee in the form of Qualifying Employer
Securities.

The amount of the match is "discretionary" and subject to change as determined
by the board of directors of the Employer.

Matching Contributions are subject to the Vesting Percentage.

No Participant shall be permitted to have Elective Deferral Contributions, as
defined in the EXCESS AMOUNTS SECTION of Article III, made under this Plan, or
any other qualified plan maintained by the Employer, during any taxable year, in
excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

The Employer shall pay to the Insurer its Contributions used to determine the
Actual Deferral Percentage, as defined in the EXCESS AMOUNTS SECTION of Article
III, to the Plan for each Plan Year not later than the end of the twelve-month
period immediately following the Plan Year for which they are deemed to be paid.

Any such Contributions accumulated through payroll deductions shall be paid
within 90 days of the date withheld or the date it is first reasonably practical
for the Employer to do so, if earlier.
<PAGE>   18
A portion of the Plan assets resulting from Employer Contributions (but not more
than the original amount of those Contributions and reduced proportionately for
losses, if applicable) may be returned if the Employer Contributions are made
because of a mistake of fact or are more than the amount deductible under Code
Section 404 (excluding any amount which is not deductible because the Plan is
disqualified). The amount involved must be returned to the Employer within one
year after the date the Employer Contributions are made by mistake of fact or
the date the deduction is disallowed, whichever applies. Except as provided
under this paragraph and Article VII, the assets of the Plan shall never be used
for the benefit of the Employer and are held for the exclusive purpose of
providing benefits to Participants and their Beneficiaries and for defraying
reasonable expenses of administering the Plan.

SECTION 3.01A--ROLLOVER CONTRIBUTIONS.

A Rollover Contribution may be made by or for an Eligible Employee if the
following conditions are met:

(a) The Contribution is a rollover contribution which the Code permits to be
transferred to a plan that meets the requirements of Code Section 401(a).

(b) If the Contribution is made by the Eligible Employee, it is made within
sixty days after he receives the distribution.

(c) The Eligible Employee furnishes evidence satisfactory to the Plan
Administrator that the proposed transfer is in fact a rollover contribution that
meets conditions (a) and (b) above.

The Rollover Contribution may be made by the Eligible Employee or the Eligible
Employee may direct the trustee or named fiduciary of another plan to transfer
the funds which would otherwise be a Rollover Contribution directly to this
Plan. Such transferred funds shall be called a Rollover Contribution. The
Contribution shall be made according to procedures set up by the Plan
Administrator.

If the Eligible Employee is not an Active Participant at the time the Rollover
Contribution is made, he shall be deemed to be a Participant only for the
purposes of investment and distribution of the Rollover Contribution. He shall
not share in the allocation of Employer Contributions until the time he meets
all the requirements to become an Active Participant.

Rollover Contributions made by or for an Eligible Employee shall be credited to
his Account. The part of the Participant's Account resulting from Rollover
Contributions is fully (100%) vested and nonforfeitable at all times. A separate
accounting record shall be maintained for that part of his Rollover Contribution
which consists of voluntary contributions that were deducted from the
Participant's gross income for Federal income tax purposes.

SECTION 3.02--FORFEITURES.

The Nonvested Account of a Participant shall be forfeited as of the earlier of
the following: the date of the Participant's death, if prior to such date he had
ceased to be an Employee; or his Forfeiture Date. All or a part of a
Participant's Nonvested Account will be forfeited if, after he ceases to be an
Employee, he receives a distribution of his entire Vested Account or a
distribution of his Vested Account derived from Employer Contributions which
were not 100% vested when made according to the provisions of the VESTED
BENEFITS SECTION of Article V or the SMALL AMOUNTS SECTION of Article IX. If a
Participant's Vested Account is zero on the date he ceases to be an Employee, he
shall be deemed to have received a distribution of his entire Vested Account on
such date. The forfeiture will occur as of the date he receives the distribution
or on the date such provision became effective, if later. If he receives a
distribution of his entire Vested Account, his entire Nonvested Account will be
forfeited. If he receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested
<PAGE>   19
when made, but less than his entire Vested Account, the amount to be forfeited
will be determined by multiplying his Nonvested Account by a fraction. The
numerator of the fraction is the amount of the distribution derived from
Employer Contributions which were not 100% vested when made and the denominator
of the fraction is his entire Vested Account derived from such Employer
Contributions on the date of distribution.

A Forfeiture shall also occur as described in the EXCESS AMOUNTS SECTION of
Article III.

Forfeitures may first be applied to pay administrative expenses under the Plan
which would otherwise be paid by the Employer.

Forfeitures not used to pay administrative expenses shall be applied to reduce
the earliest Employer Contributions made after the Forfeitures are determined.
Forfeitures shall be determined at least once during each taxable year of the
Employer. Upon their application, such Forfeitures shall be deemed to be
Employer Contributions.

Forfeitures of Matching Contributions which relate to excess amounts shall be
applied as provided in the EXCESS AMOUNTS SECTION of Article III.

If a Participant again becomes an Eligible Employee after receiving a
distribution which caused his Nonvested Account to be forfeited, he shall have
the right to repay to the Plan the entire amount of the distribution he received
(excluding any amount of such distribution resulting from Contributions which
were 100% vested when made). The repayment must be made before the earlier of
the date five years after the date he again becomes an Eligible Employee or the
end of the first period of five consecutive one-year Periods of Severance which
begin after the date of the distribution.

If the Participant makes the repayment provided above, the Plan Administrator
shall restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If the amount of the repayment is zero dollars because the Participant
was deemed to have received a distribution or the plan did not have repayment
provisions in effect on the date the distribution was made and he again performs
an Hour-of-Service as an Eligible Employee within the repayment period, the Plan
Administrator shall restore the Participant's Account as if he had made a
required repayment on the date he performed such Hour-of-Service. Restoration of
the Participant's Account shall include restoration of all Code Section
411(d)(6) protected benefits with respect to that restored Account, according to
applicable Treasury regulations. Provided, however, the Plan Administrator shall
not restore the Nonvested Account if a Forfeiture Date has occurred after the
date of the distribution and on or before the date of repayment and that
Forfeiture Date would result in a complete forfeiture of the amount the Plan
Administrator would otherwise restore.

The Plan Administrator shall restore the Participant's Account by the close of
the Plan Year following the Plan Year in which repayment is made. Permissible
sources for restoration are Forfeitures or Employer Contributions. The Employer
shall contribute, without regard to any requirement or condition of the EMPLOYER
CONTRIBUTIONS SECTION of Article III, such additional amount needed to make the
required restoration. The repaid and restored amounts are not included in the
Participant's Annual Addition, as defined in the CONTRIBUTION LIMITATION SECTION
of Article III.

SECTION 3.03--ALLOCATION.

      The following Contributions for the quarter shall be allocated among all
eligible persons:

      Matching Contributions
<PAGE>   20
      The eligible persons are all Participants who are Active Participants on
the last day of the quarter. The amount allocated to such a person shall be
determined below and under Article X.

      The following Contributions for each Plan Year shall be allocated to each
Participant for whom such Contributions were made under the EMPLOYER
CONTRIBUTIONS SECTION of Article III:

      Elective Deferral Contributions

These Contributions shall be allocated when made and credited to the
Participant's Account.

      The following Contributions are allocated as of the last day of the
quarter to each eligible person for whom they are made and credited to his
Account:

      Matching Contributions

      In determining the amount of Employer Contributions to be allocated to a
Participant who is a Leased Employee, contributions and benefits provided by the
leasing organization which are attributable to services such Leased Employee
performs for the Employer shall be treated as provided by the Employer and there
shall be no duplication of those contributions or benefits under this Plan.

SECTION 3.04--CONTRIBUTION LIMITATION.

(a) For the purpose of determining the contribution limitation set forth in this
section, the following terms are defined:

Aggregate Annual Addition means, for a Participant with respect to any
Limitation Year, the sum of his Annual Additions under all defined contribution
plans of the Employer, as defined in this section, for such Limitation Year. The
nondeductible participant contributions which the Participant makes to a defined
benefit plan shall be treated as Annual Additions to a defined contribution
plan. The Contributions the Employer, as defined in this section, made for the
Participant for a Plan Year beginning on or after March 31, 1984, to an
individual medical benefit account, as defined in Code Section 415(l)(2), under
a pension or annuity plan of the Employer, as defined in this section, shall be
treated as Annual Additions to a defined contribution plan. Also, amounts
derived from contributions paid or accrued after December 31, 1985, in Fiscal
Years ending after such date, which are attributable to post-retirement medical
benefits allocated to the separate account of a key employee, as defined in Code
Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section
419(e), maintained by the Employer, as defined in this section, are treated as
Annual Additions to a defined contribution plan. The 25% of Compensation limit
under Maximum Permissible Amount does not apply to Annual additions -
RESTATEMENT JULY 1, 2000 24 ARTICLE III (4-40980) resulting from contributions
made to an individual medical account, as defined in Code Section 415(l)(2), or
to Annual Additions resulting from contributions for medical benefits, within
the meaning of Code Section 419A, after separation from service.

Annual Addition means the amount added to a Participant's account for any
Limitation Year which may not exceed the Maximum Permissible Amount. The Annual
Addition under any plan for a Participant with respect to any Limitation Year,
shall be equal to the sum of (1) and (2) below:

(1) Employer contributions and forfeitures credited to his account for the
Limitation Year.

(2) Participant contributions made by him for the Limitation Year.

Before the first Limitation Year beginning after December 31, 1986, the amount
under (2) above is the lesser of (i) 1/2 of his nondeductible participant
contributions made for the Limitation Year,
<PAGE>   21
or (ii) the amount, if any, of his nondeductible participant contributions made
for the Limitation Year which is in excess of six percent of his Compensation,
as defined in this section, for such Limitation Year.

Compensation means all wages for Federal income tax withholding purposes, as
defined under Code Section 3401(a) (for purposes of income tax withholding at
the source), disregarding any rules limiting the remuneration included as wages
based on the nature or location of the employment or the services performed.
Compensation also includes all other payments to an Employee in the course of
the Employer's trade or business, for which the Employer must furnish the
Employee a written statement under Code Sections 6041(d) and 6051(a)(3). The
"Wages, Tips and Other Compensation" box on Form W-2 satisfies this definition.

For any self-employed individual Compensation will mean earned income.

For purposes of applying the limitations of this section, Compensation for a
Limitation Year is the Compensation actually paid or made available during such
Limitation Year.

Defined Benefit Plan Fraction means, with respect to a Limitation Year for a
Participant who is or has been a participant in a defined benefit plan ever
maintained by the Employer, as defined in this section, the quotient, expressed
as a decimal, of

(1) the Participant's Projected Annual Benefit under all such plans as of the
close of such Limitation Year, divided by

(2) on and after the TEFRA Compliance Date, the lesser of (i) or (ii) below:

   (i) 1.25 multiplied by the maximum dollar limitation which applies to defined
benefit plans determined for the Limitation Year under Code Sections 415(b) or
(d) or

   (ii) 1.4 multiplied by the Participant's highest average compensation as
defined in the defined benefit plan(s),

including any adjustments under Code Section 415(b).

      Before the TEFRA Compliance Date, this denominator is the Participant's
Projected Annual Benefit as of the close of the Limitation Year if the plan(s)
provided the maximum benefit Allowable.

The Defined Benefit Plan Fraction shall be modified as follows:

If the Participant was a participant as of the first day of the first Limitation
Year beginning after December 31, 1986, in one or more defined benefit plans
maintained by the Employer, as defined in this section, which were in existence
on May 6, 1986, the denominator of this fraction will not be less than 125
percent of the sum of the annual benefits under such plans which the Participant
had accrued as of the close of the last Limitation Year beginning before January
1, 1987, disregarding any changes in the terms and conditions of the plan after
May 5, 1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code Section 415
for all Limitation Years beginning before January 1, 1987.

Defined Contribution Plan Fraction means, for a Participant with respect to a
Limitation Year, the quotient, expressed as a decimal, of

(1) the Participant's Aggregate Annual Additions for such Limitation Year and
    all prior Limitation Years, under all defined contribution plans (including
    the Aggregate Annual Additions attributable to nondeductible accounts under
    defined benefit plans and attributable to all
<PAGE>   22
    welfare benefit funds, as defined in Code Section 419(e) and attributable to
    individual medical accounts, as defined in Code Section 415(l)(2)) ever
    maintained by the Employer, as defined in this section, divided by

(2) on and after the TEFRA Compliance Date, the sum of the amount determined for
    the Limitation Year under (i) or (ii) below, whichever is less, and the
    amounts determined in the same manner for all prior Limitation Years during
    which he has been an Employee or an employee of a predecessor employer:


(i) 1.25 multiplied by the maximum permissible dollar amount for each such
Limitation Year, or

(ii) 1.4 multiplied by the maximum permissible percentage of the Participant's
Compensation, as defined in this section, for each such Limitation Year.

Before the TEFRA Compliance Date, this denominator is the sum of the maximum
allowable amount of Annual Addition to his account(s) under all the plan(s) of
the Employer, as defined in this section, for each such Limitation Year.

The Defined Contribution Plan Fraction shall be modified as follows:

If the Participant was a participant as of the first day of the first Limitation
Year beginning after December 31, 1986, in one or more defined contribution
plans maintained by the Employer, as defined in this section, which were in
existence on May 6, 1986, the numerator of this fraction shall be adjusted if
the sum of the Defined Contribution Plan Fraction and Defined Benefit Plan
Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment, the dollar amount determined below shall be permanently subtracted
from the numerator of this fraction.

The dollar amount is equal to the excess of the sum of the two fractions, before
adjustment, over 1.0 multiplied by the denominator of his Defined Contribution
Plan Fraction. The adjustment is calculated using his Defined Contribution Plan
Fraction and Defined Benefit Plan Fraction as they would be computed as of the
end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the plan made after May
5, 1986, but using the Code Section 415 limitations applicable to the first
Limitation Year beginning on or after January 1, 1987.

The Annual Addition for any Limitation Year beginning before January 1, 1987,
shall not be recomputed to treat all employee contributions as Annual Additions.

For a plan that was in existence on July 1, 1982, for purposes of determining
the Defined Contribution Plan Fraction for any Limitation Year ending after
December 31, 1982, the Plan Administrator may elect, in accordance with the
provisions of Code Section 415, that the denominator for each Participant for
all Limitation Years ending before January 1, 1983, will be equal to

(1) the Defined Contribution Plan Fraction denominator which would apply for the
last Limitation Year ending in 1982 if an election under this paragraph were not
made, multiplied by.

(3)   a fraction, equal to (i) over (ii) below:

(i) the lesser of (A) $51,875, or (B) 1.4, multiplied by 25% of the
    Participant's Compensation, as defined in this section, for the Limitation
    Year ending in 1981;

(ii) the lesser of (A) $41,500, or (B) 25% of the Participant's Compensation, as
    defined in this section, for the Limitation Year ending in 1981.
<PAGE>   23
The election described above is applicable only if the plan administrators under
all defined contribution plans of the Employer, as defined in this section, also
elect to use the modified fraction.

Employer means any employer that adopts this Plan and all Controlled Group
members and any other entity required to be aggregated with the employer
pursuant to regulations under Code Section 414(o).

Limitation Year means the 12-consecutive month period within which it is
determined whether or not the limitations of Code Section 415 are exceeded.
Limitation Year means each 12-consecutive month period ending on December 31. If
the Limitation Year is other than the calendar year, execution of this Plan (or
any amendment to this Plan changing the Limitation Year) constitutes the
Employer's adoption of a written resolution electing the Limitation Year. If the
Limitation Year is changed, the new Limitation Year shall begin within the
current Limitation Year, creating a short Limitation Year.

Maximum Permissible Amount means, for a Participant with respect to any
Limitation Year, the lesser of (1) or (2) below:

(1) The greater of $30,000 or one-fourth of the maximum dollar limitation which
    applies to defined benefit plans set forth in Code Section 415(b)(1)(A) as
    in effect for the Limitation - RESTATEMENT JULY 1, 2000 27 ARTICLE III
    (4-40980) Year. (Before the TEFRA Compliance Date, $25,000 multiplied by the
    cost of living adjustment factor permitted by Federal regulations.)

(2) 25% of his Compensation, as defined in this section, for such Limitation
    Year.

The compensation limitation referred to in (2) shall not apply to any
contribution for medical benefits (within the meaning of Code Section 401(h) or
Code Section 419A(f)(2)) which is otherwise treated as an annual addition under
Code Section 415(l)(1) or Code Section 419A(d)(2).

If there is a short Limitation Year because of a change in Limitation Year, the
Maximum Permissible Amount will not exceed the maximum dollar limitation which
would otherwise apply multiplied by the following fraction:

                  Number of months in the short Limitation Year
                  ---------------------------------------------
                                       12

Projected Annual Benefit means a Participant's expected annual benefit under all
defined benefit plan(s) ever maintained by the Employer, as defined in this
section. The Projected Annual Benefit shall be determined assuming that the
Participant will continue employment until the later of current age or normal
retirement age under such plan(s), and that the Participant's compensation for
the current Limitation Year and all other relevant factors used to determine
benefits under such plan(s) will remain constant for all future Limitation
Years. Such expected annual benefit shall be adjusted to the actuarial
equivalent of a straight life annuity if expressed in a form other than a
straight life or qualified joint and survivor annuity.

(b) The Annual Addition under this Plan for a Participant during a Limitation
Year shall not be more than the Maximum Permissible Amount.

(c) Contributions which would otherwise be credited to the Participant's Account
shall be limited or reallocated to the extent necessary to meet the restrictions
of subparagraph (b) above for any Limitation Year in the following order.
Elective Deferral Contributions that are not the basis for Matching
Contributions shall be limited. Matching Contributions shall be limited to the
extent
<PAGE>   24
necessary to limit the Participant's Annual Addition under this Plan to his
maximum amount. If Matching Contributions are limited because of this limit,
Elective Deferral Contributions that are the basis for Matching Contributions
shall be reduced in proportion.

If, due to (i) an error in estimating a Participant's Compensation as defined in
this section, (ii) because the amount of the Forfeitures to be used to offset
Employer Contributions is more than the amount of the Employer Contributions due
for the remaining Participants, (iii) as a result of a reasonable error in
determining the amount of elective deferrals (within the meaning of Code Section
402(g)(3)) that may be made with respect to any individual under the limits of
Code Section 415, or (iv) other limited facts and circumstances, a Participant's
Annual Addition is greater than the amount permitted in (b) above, such excess
amount shall be applied as follows. Elective Deferral Contributions which are
not the basis for Matching Contributions will be returned to the Participant. If
an excess still exists, Elective Deferral Contributions that are the basis for
Matching Contributions will be returned to the Participant. Matching
Contributions based on Elective Deferral Contributions which are returned shall
be forfeited. If after the return of Elective Deferral Contributions, an excess
amount still exists, and the Participant is an Active Participant as of the end
of the Limitation Year, the excess amount shall be used to offset Employer
Contributions for him in the next Limitation Year. If after the return of
Elective Deferral Contributions, an excess amount still exists, and the
Participant is not an Active Participant as of the end of the Limitation Year,
the excess amount will be held in a suspense account which will be used to
offset Employer Contributions for all Participants in the next Limitation Year.
No Employer Contributions that would be included in the next Limitation Year's
Annual Addition may be made before the total suspense account has been used.

(d) A Participant's Aggregate Annual Addition for a Limitation Year shall not
exceed the Maximum Permissible Amount.

If, for the Limitation Year, the Participant has an Annual Addition under more
than one defined contribution plan or a welfare benefit fund, as defined in Code
Section 419(e), or an individual medical account, as defined in Code Section
415(l)(2), maintained by the Employer, as defined in this section, and such
plans and welfare benefit funds and individual medical accounts do not otherwise
limit the Aggregate Annual Addition to the Maximum Permissible Amount, any
reduction necessary shall be made first to the profit sharing plans, then to all
other such plans and welfare benefit funds and individual medical accounts and,
if necessary, by reducing first those that were most recently allocated. Welfare
benefit funds and individual medical accounts shall be deemed to be allocated
first. However, elective deferral contributions shall be the last contributions
reduced before the welfare benefit fund or individual medical account is
reduced.

If some of the Employer's defined contribution plans were not in existence on
July 1, 1982, and some were in existence on that date, the Maximum Permissible
Amount which is based on a dollar amount may differ for a Limitation Year. The
Aggregate Annual Addition for the Limitation Year in which the dollar limit
differs shall not exceed the lesser of (1) 25% of Compensation as defined in
this section, (2) $45,475, or (3) the greater of $30,000 or the sum of the
Annual Additions for such Limitation Year under all the plan(s) to which the
$45,475 amount applies.

(e) If a Participant is or has been a participant in both defined benefit and
defined contribution plans (including a welfare benefit fund or individual
medical account) ever maintained by the Employer, as defined in this section,
the sum of the Defined Benefit Plan Fraction and the Defined Contribution Plan
Fraction for any Limitation Year shall not exceed 1.0 (1.4 before the TEFRA
Compliance Date).

After all other limitations set out in the plans and funds have been applied,
the following limitations shall apply so that the sum of the Participant's
Defined Benefit Plan Fraction and Defined Contribution Plan Fraction shall not
exceed 1.0 (1.4 before the TEFRA Compliance Date). The Projected Annual Benefit
shall be limited first. If the Participant's annual benefit(s)
<PAGE>   25
equal his Projected Annual Benefit, as limited, then Annual Additions to the
defined contribution plan(s) shall be limited to the extent needed to reduce the
sum to 1.0 (1.4). First, the voluntary contributions the Participant may make
for the Limitation Year shall be limited. Next, in the case of a profit sharing
plan, any forfeitures allocated to the Participant shall be reallocated to
remaining participants to the extent necessary to reduce the decimal to 1.0
(1.4). Last, to the extent necessary, employer contributions for the Limitation
Year shall be reallocated or limited, and any required and optional employee
contributions to which such employer contributions were geared shall be reduced
in proportion.

If, for the Limitation Year, the Participant has an Annual Addition under more
than one defined contribution plan or welfare benefit fund or individual medical
account maintained by the Employer, as defined in this section, any reduction
above shall be made first to the profit sharing plans, then to all other such
plans and welfare benefit plans and individual medical accounts and, if
necessary, by reducing first those that were most recently allocated. However,
elective deferral contributions shall be the last contributions reduced before
the welfare benefit fund or individual medical account is reduced. The annual
addition to the welfare benefit fund and individual medical account shall be
limited last.

SECTION 3.05--EXCESS AMOUNTS.

(a) For the purposes of this section, the following terms are defined:

Actual Deferral Percentage means the ratio (expressed as a percentage) of
Elective Deferral Contributions under this Plan on behalf of the Eligible
Participant for the Plan Year to the Eligible Participant's Compensation for the
Plan Year. In modification of the foregoing, Compensation shall be limited to
the Compensation received while an Active Participant. The Elective Deferral
Contributions used to determine the Actual Deferral Percentage shall include
Excess Elective Deferrals (other than Excess Elective Deferrals of Nonhighly
Compensated Employees that arise solely from Elective Deferral Contributions
made under this Plan or any other plans of the Employer or a Controlled Group
member), but shall exclude Elective Deferral Contributions that are used in
computing the Contribution Percentage (provided the Average Actual Deferral
Percentage test is satisfied both with and without exclusion of these Elective
Deferral Contributions). Under such rules as the Secretary of the Treasury shall
prescribe in Code Section 401(k)(3)(D), the Employer may elect to include
Qualified Nonelective Contributions and Qualified Matching Contributions under
this Plan in computing the Actual Deferral Percentage. For an Eligible
Participant for whom such Contributions on his behalf for the Plan Year are
zero, the percentage is zero.

Aggregate Limit means the greater of (1) or (2) below:

(1) The sum of

    (i) 125 percent of the greater of the Average Actual Deferral Percentage of
    the Nonhighly Compensated Employees for the Plan Year or the Average
    Contribution Percentage of Nonhighly Compensated Employees under the Plan
    subject to Code Section 401(m) for the Plan Year beginning with or within
    the Plan Year of the cash or deferred arrangement and

    (ii) the lesser of 200% or two plus the lesser of such Average Actual
    Deferral Percentage or Average Contribution Percentage.

(2) The sum of

(i) 125 percent of the lesser of the Average Actual Deferral Percentage of the
Nonhighly Compensated Employees for the Plan Year or the Average Contribution
Percentage of Nonhighly Compensated Employees under the Plan subject to Code
Section 401(m) for the Plan Year beginning with or within the Plan Year of the
cash or deferred
<PAGE>   26
arrangement and

(ii) the lesser of 200% or two plus the greater of such Average Actual Deferral
Percentage or Average Contribution Percentage.

Average Actual Deferral Percentage means the average (expressed as a percentage)
of the Actual Deferral Percentages of the Eligible Participants in a group.

Average Contribution Percentage means the average (expressed as a percentage) of
the Contribution Percentages of the Eligible Participants in a group.

Contribution Percentage means the ratio (expressed as a percentage) of the
Eligible Participant's Contribution Percentage Amounts to the Eligible
Participant's Compensation for the Plan Year. In modification of the foregoing,
Compensation shall be limited to the Compensation received while an Active
Participant. For an Eligible Participant for whom such Contribution Percentage
Amounts for the Plan Year are zero, the percentage is zero.

Contribution Percentage Amounts means the sum of the Matching Contributions
(that are not Qualified Matching Contributions) under this Plan on behalf of the
Eligible Participant for the Plan Year. Such Contribution Percentage Amounts
shall not include Matching Contributions that are forfeited either to correct
Excess Aggregate Contributions or because the Contributions to which they relate
are Excess Elective Deferrals, Excess Contributions or Excess Aggregate
Contributions. Under such rules as the Secretary of the Treasury shall prescribe
in Code Section 401(k)(3)(D), the Employer may elect to include Qualified
Nonelective Contributions and Qualified Matching Contributions under this Plan
which were not used in computing the Actual Deferral Percentage in computing the
Contribution Percentage. The Employer may also elect to use Elective Deferral
Contributions in computing the Contribution Percentage so long as the Average
Actual Deferral Percentage test is met before the Elective Deferral
Contributions are used in the Average Contribution Percentage test and continues
to be met following the exclusion of those Elective Deferral Contributions that
are used to meet the Average Contribution Percentage test.

Elective Deferral Contributions means employer contributions made on behalf of a
participant pursuant to an election to defer under any qualified cash or
deferred arrangement as described in Code Section 401(k), any simplified
employee pension cash or deferred arrangement as described in Code Section
402(h)(1)(B), any eligible deferred compensation plan under Code Section 457,
any plan as described under Code Section 501(c)(18), and any employer
contributions made on behalf of a participant for the purchase of an annuity
contract under Code Section 403(b) pursuant to a salary reduction agreement.
Elective Deferral Contributions shall not include any deferrals properly
distributed as excess Annual Additions.

Eligible Participant means, for purposes of the Actual Deferral Percentage, any
Employee who is eligible to make an Elective Deferral Contribution, and shall
include the following: any Employee who would be a plan participant if he chose
to make required contributions; any Employee who can make Elective Deferral
Contributions but who has changed the amount of his Elective Deferral
Contribution to 0%, or whose eligibility to make an Elective Deferral
Contribution is suspended because of a loan, distribution or hardship
withdrawal; and, any Employee who is not able to make an Elective Deferral
Contribution because of Code Section 415(c)(1) - Annual Additions limits. The
Actual Deferral Percentage for any such included Employee is zero.

Eligible Participant means, for purposes of the Average Contribution Percentage,
any Employee who is eligible to make a Participant Contribution or to receive a
Matching Contribution, and shall include the following: any Employee who would
be a plan participant if he chose to make required contributions; any Employee
who can make a Participant Contribution or receive a matching contribution but
who has made an election not to participate in the Plan; and any Employee who
is
<PAGE>   27
not able to make a Participant Contribution or receive a matching contribution
because of Code Section 415(c)(1) or 415(e) limits. The Average Contribution
Percentage for any such included Employee is zero.

Excess Aggregate Contributions means, with respect to any Plan Year, the excess
of:

(1) The aggregate Contributions taken into account in computing the numerator of
the Contribution Percentage actually made on behalf of Highly Compensated
Employees for such Plan Year, over

(2) The maximum amount of such Contributions permitted by the Average
Contribution Percentage test (determined by reducing Contributions made on
behalf of Highly Compensated Employees in order of their Contribution
Percentages beginning with the highest of such percentages).

Such determination shall be made after first determining Excess Elective
Deferrals and then determining Excess Contributions.

Excess Contributions means, with respect to any Plan Year, the excess of:

(1) The aggregate amount of Contributions actually taken into account in
computing the Actual Deferral Percentage of Highly Compensated Employees for
such Plan Year, over

(2) The maximum amount of such Contributions permitted by the Actual Deferral
Percentage test (determined by reducing Contributions made on behalf of Highly
Compensated Employees in order of the Actual Deferral Percentages, beginning
with the highest of such percentages).

A Participant's Excess Contributions for a Plan Year will be reduced by the
amount of Excess Elective Deferrals, if any, previously distributed to the
Participant for the taxable year ending in that Plan Year.

Excess Elective Deferrals means those Elective Deferral Contributions that are
includible in a Participant's gross income under Code Section 402(g) to the
extent such Participant's Elective Deferral Contributions for a taxable year
exceed the dollar limitation under such Code section. Excess Elective Deferrals
shall be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION
SECTION of Article III, under the Plan, unless such amounts are distributed no
later than the first April 15 following the close of the Participant's taxable
year.

Family Member means an Employee, or former employee; the spouse of the Employee
or former employee, and the lineal ascendants or descendants and the spouses of
such lineal ascendants or descendants of any such Employee or former employee.
In determining if an individual is a family member as to an Employee or former
employee, legal adoptions are taken into account.

Matching Contributions means employer contributions made to this or any other
defined contribution plan, or to a contract described in Code Section 403(b), on
behalf of a participant on account of a Participant Contribution made by such
participant, or on account of a participant's Elective Deferral Contributions,
under a plan maintained by the employer.

Participant Contributions means contributions made to any plan by or on behalf
of a participant that are included in the participant's gross income in the year
in which made and that are maintained under a separate account to which earnings
and losses are allocated.

Qualified Matching Contributions means Matching Contributions which are subject
to the distribution and nonforfeitability requirements under Code Section 401(k)
when made.

Qualified Nonelective Contributions means any employer contributions (other than
Matching
<PAGE>   28
Contributions) which an employee may not elect to have paid to him in cash
instead of being contributed to the plan and which are subject to the
distribution and nonforfeitability requirements under Code Section 401(k) when
made.

(b) A Participant may assign to this Plan any Excess Elective Deferrals made
during a taxable year by notifying the Plan Administrator in writing on or
before the first following March 1 of the amount of the Excess Elective
Deferrals to be assigned to the Plan. A Participant is deemed to notify the Plan
Administrator of any Excess Elective Deferrals that arise by taking into account
only those Elective Deferral Contributions made to this Plan and any other plans
of the Employer or a Controlled Group member and reducing such Excess Elective
Deferrals by the amount of Excess Contributions, if any, previously distributed
for the Plan Year beginning in that taxable year. The Participant's claim for
Excess Elective Deferrals shall be accompanied by the Participant's written
statement that if such amounts are not distributed, such Excess Elective
Deferrals, when added to amounts deferred under other plans or arrangements
described in Code Sections 401(k), 408(k) or 403(b), will exceed the limit
imposed on the Participant by Code Section 402(g) for the year in which the
deferral occurred. The Excess Elective Deferrals assigned to this Plan can not
exceed the Elective Deferral Contributions allocated under this Plan for such
taxable year.

Notwithstanding any other provisions of the Plan, Elective Deferral
Contributions in an amount equal to the Excess Elective Deferrals assigned to
this Plan, plus any income and minus any loss allocable thereto, shall be
distributed no later than April 15 to any Participant to whose Account Excess
Elective Deferrals were assigned for the preceding year and who claims Excess
Elective Deferrals for such taxable year.

The income or loss allocable to such Excess Elective Deferrals shall be equal to
the income or loss allocable to the Participant's Elective Deferral
Contributions for the taxable year in which the excess occurred multiplied by a
fraction. The numerator of the fraction is the Excess Elective Deferrals. The
denominator of the fraction is the closing balance without regard to any income
or loss occurring during such taxable year (as of the end of such taxable year)
of the Participant's Account resulting from Elective Deferral Contributions.

Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Elective Deferrals, plus any
income and minus any loss allocable thereto, shall be forfeited. These
Forfeitures shall be used to offset the earliest Employer Contribution due after
the Forfeiture arises.

(c) As of the end of each Plan Year after Excess Elective Deferrals have been
determined, one of the following tests must be met: - RESTATEMENT JULY 1, 2000
33 ARTICLE III (4-40980) (1) The Average Actual Deferral Percentage for Eligible
Participants who are Highly Compensated Employees for the Plan Year is not more
than the Average Actual Deferral Percentage for Eligible Participants who are
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25.

(2) The Average Actual Deferral Percentage for Eligible Participants who are
Highly Compensated Employees for the Plan Year is not more than the Average
Actual Deferral Percentage for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 2 and the difference
between the Average Actual Deferral Percentages is not more than 2.

The Actual Deferral Percentage for any Eligible Participant who is a Highly
Compensated Employee for the Plan Year and who is eligible to have Elective
Deferral Contributions (and Qualified Nonelective Contributions or Qualified
Matching Contributions, or both, if used in computing the Actual Deferral
Percentage) allocated to his account under two or more plans or arrangements
described in Code Section 401(k) that are maintained by the Employer or a
Controlled Group member shall be determined as if all such Elective Deferral
Contributions (and,
<PAGE>   29
if applicable, such Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) were made under a single arrangement. If a Highly
Compensated Employee participates in two or more cash or deferred arrangements
that have different Plan Years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under the regulations under Code Section 401(k) or
permissibly disaggregated as provided.

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

For purposes of determining the Actual Deferral Percentage of an Eligible
Participant who is a five-percent owner or one of the ten most highly-paid
Highly Compensated Employees, the Elective Deferral Contributions (and Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, if used
in computing the Actual Deferral Percentage) and Compensation of such Eligible
Participant include the Elective Deferral Contributions (and, if applicable,
Qualified Nonelective Contributions or Qualified Matching Contributions, or
both) and Compensation for the Plan Year of Family Members. Family Members, with
respect to such Highly Compensated Employees, shall be disregarded as separate
employees in determining the Actual Deferral Percentage both for Participants
who are Nonhighly Compensated Employees and for Participants who are Highly
Compensated Employees.

For purposes of determining the Actual Deferral Percentage, Elective Deferral
Contributions, Qualified Nonelective Contributions and Qualified Matching
Contributions must be made before the last day of the 12-month period
immediately following the Plan Year to which contributions relate.

The Employer shall maintain records sufficient to demonstrate satisfaction of
the Average Actual Deferral Percentage test and the amount of Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, used in
such test.

The determination and treatment of the Contributions used in computing the
Actual Deferral Percentage shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

If the Plan Administrator should determine during the Plan Year that neither of
the above tests is being met, the Plan Administrator may adjust the amount of
future Elective Deferral Contributions of the Highly Compensated Employees.

Notwithstanding any other provisions of this Plan, Excess Contributions, plus
any income and minus any loss allocable thereto, shall be distributed no later
than the last day of each Plan Year to Participants to whose Accounts such
Excess Contributions were allocated for the preceding Plan Year. If such excess
amounts are distributed more than 2 1/2 months after the last day of the Plan
Year in which such excess amounts arose, a ten (10) percent excise tax will be
imposed on the employer maintaining the plan with respect to such amounts. Such
distributions shall be made beginning with the Highly Compensated Employee(s)
who has the greatest Actual Deferral Percentage, reducing his Actual Deferral
Percentage to the next highest Actual Deferral Percentage level. Then, if
necessary, reducing the Actual Deferral Percentage of the Highly Compensated
Employees at the next highest level, and continuing in this manner until the
average Actual Deferral Percentage of the Highly Compensated Group satisfies the
Actual Deferral Percentage test. Excess Contributions of Participants who are
subject to the family member aggregation rules shall be allocated among the
Family Members in proportion to the
<PAGE>   30
Elective Deferral Contributions (and amounts treated as Elective Deferral
Contributions) of each Family Member that is combined to determine the combined
Actual Deferral Percentage.

Excess Contributions shall be treated as Annual Additions, as defined in the
CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

The Excess Contributions shall be adjusted for income or loss. The income or
loss allocable to such Excess Contributions shall be equal to the income or loss
allocable to the Participant's Elective Deferral Contributions (and, if
applicable, Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) for the Plan Year in which the excess occurred
multiplied by a fraction. The numerator of the fraction is the Excess
Contributions. The denominator of the fraction is the closing balance without
regard to any income or loss occurring during such Plan Year (as of the end of
such Plan Year) of the Participant's Account resulting from Elective Deferral
Contributions (and Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, if used in computing the Actual Deferral Percentage).

Excess Contributions shall be distributed from the Participant's Account
resulting first from Elective Deferral Contributions not the basis for Matching
Contributions, then if necessary, from Elective Deferral Contributions which are
the basis for Matching Contributions. If such Excess Contributions exceed the
balance in the Participant's Account resulting from Elective Deferral
Contributions, the balance shall be distributed from the Participant's Account
resulting from Qualified Matching Contributions (if applicable) and Qualified
Nonelective Contributions, respectively.

Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Contributions, plus any income and
minus any loss allocable thereto, shall be forfeited. These Forfeitures shall be
used to offset the earliest Employer Contribution due after the Forfeiture
arises.

(d) As of the end of each Plan Year, one of the following tests must be met:

(1)    The Average Contribution Percentage for Eligible Participants who are
Highly Compensated

      Employees for the Plan Year is not more than the Average Contribution
      Percentage for Eligible Participants who are Nonhighly Compensated
      Employees for the Plan Year multiplied by 1.25.

(2)   The Average Contribution Percentage for Eligible Participants who are
Highly Compensated

      Employees for the Plan Year is not more than the Average Contribution
      Percentage for Eligible Participants who are Nonhighly Compensated
      Employees for the Plan Year multiplied by 2 and the difference between the
      Average Contribution Percentages is not more than 2.

If one or more Highly Compensated Employees participate in both a cash or
deferred arrangement and a plan subject to the Average Contribution Percentage
test maintained by the Employer or a Controlled Group member and the sum of the
Average Actual Deferral Percentage and Average Contribution Percentage of those
Highly Compensated Employees subject to either or both tests exceeds the
Aggregate Limit, then the Contribution Percentage of those Highly Compensated
Employees who also participate in a cash or deferred arrangement will be reduced
(beginning with such Highly Compensated Employees whose Contribution Percentage
is the highest) so that the limit is not exceeded. The amount by which each
Highly Compensated Employee's Contribution Percentage is reduced shall be
treated as an Excess Aggregate Contribution. The Average Actual Deferral
Percentage and Average Contribution Percentage of
<PAGE>   31
the Highly Compensated Employees are determined after any corrections required
to meet the Average Actual Deferral Percentage and Average Contribution
Percentage tests. Multiple use does not occur if either the Average Actual
Deferral Percentage or Average Contribution Percentage of the Highly Compensated
Employees does not exceed 1.25 multiplied by the Average Actual Deferral
Percentage and Average Contribution Percentage of the Nonhighly Compensated
Employees.

The Contribution Percentage for any Eligible Participant who is a Highly
Compensated Employee for the Plan Year and who is eligible to have Contribution
Percentage Amounts allocated to his account under two or more plans described in
Code Section 401(a) or arrangements described in Code Section 401(k) that are
maintained by the Employer or a Controlled Group member shall be determined as
if the total of such Contribution Percentage Amounts was made under each plan.
If a Highly Compensated Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred arrangements
ending with or within the same calendar year shall be treated as a single
arrangement. Notwithstanding the foregoing, certain plans shall be treated as
separate if mandatorily disaggregated under the regulations under Code Section
401(m) or permissibly disaggregated as provided.

In the event that this Plan satisfies the requirements of Code Sections 401(m),
401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of Code sections only if aggregated
with this Plan, then this section shall be applied by determining the
Contribution Percentages of Eligible Participants as if all such plans were a
single plan. Plans may be aggregated in order to satisfy Code Section 401(m)
only if they have the same Plan Year.

For purposes of determining the Contribution Percentage of an Eligible
Participant who is a five-percent owner or one of the ten most highly-paid
Highly Compensated Employees, the Contribution Percentage Amounts and
Compensation of such Participant shall include Contribution Percentage Amounts
and Compensation for the Plan Year of Family Members. Family Members, with
respect to Highly Compensated Employees, shall be disregarded as separate
employees in determining the Contribution Percentage both for employees who are
Nonhighly Compensated Employees and for employees who are Highly Compensated
Employees.

For purposes of determining the Contribution Percentage, Participant
Contributions are considered to have been made in the Plan Year in which
contributed to the Plan. Matching Contributions and Qualified Nonelective
Contributions will be considered made for a Plan Year if made no later than the
end of the 12-month period beginning on the day after the close of the Plan
Year.

The Employer shall maintain records sufficient to demonstrate satisfaction of
the Average Contribution Percentage test and the amount of Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, used in such test.

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

Notwithstanding any other provisions of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be
forfeited, if not vested, or distributed, if vested, no later than the last day
of each Plan Year to Participants to whose Accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year. If such Excess
Aggregate Contributions are distributed more than 2 1/2 months after the last
day of the Plan Year in which such excess amounts arose, a ten (10) percent
excise tax will be imposed on the employer maintaining the plan with respect to
those amounts. Excess Aggregate Contributions will be distributed beginning with
the Highly Compensated Employee(s) who has the greatest Contribution Percentage,
reducing his contribution percentage to the next highest level. Then, if
<PAGE>   32
necessary, reducing the Contribution Percentage of the Highly Compensated
Employee at the next highest level, and continuing in this manner until the
Actual Contribution Percentage of the Highly Compensated Group satisfies the
Actual Contribution Percentage Test. Excess Aggregate Contributions of
Participants who are subject to the family member aggregation rules shall be
allocated among the Family Members in proportion to the Employee and Matching
Contributions (or amounts treated as Matching Contributions) of each Family
Member that is combined to determine the combined Contribution Percentage.
Excess Aggregate Contributions shall be treated as Annual Additions, as defined
in the CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

The Excess Aggregate Contributions shall be adjusted for income or loss. The
income or loss allocable to such Excess Aggregate Contributions shall be equal
to the income or loss allocable to the Participant's Contribution Percentage
Amounts for the Plan Year in which the excess occurred multiplied by a fraction.
The numerator of the fraction is the Excess Aggregate Contributions. The
denominator of the fraction is the closing balance without regard to any income
or loss occurring during such Plan Year (as of the end of such Plan Year) of the
Participant's Account resulting from Contribution Percentage Amounts.

Excess Aggregate Contributions shall be distributed from the Participant's
Account resulting from Participant Contributions that are not required as a
condition of employment or participation or for obtaining additional benefits
from Employer Contributions. If such Excess Aggregate Contributions exceed the
balance in the Participant's Account resulting from such Participant
Contributions, the balance shall be forfeited, if not vested, or distributed, if
vested, on a pro-rata basis from the Participant's Account resulting from
Contribution Percentage Amounts. These Forfeitures shall be used to offset the
earliest Employer Contribution due after the Forfeiture arises.
<PAGE>   33
                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT OF CONTRIBUTIONS.

      All Contributions are forwarded by the Employer to the Insurer to be
deposited under the Group Contract or forwarded to the Trustee to be deposited
in the Trust Fund.

      Investment of Contributions is governed by the provisions of the Trust,
the Group Contract and any other funding arrangement in which the Trust Fund is
or may be invested. To the extent permitted by the Trust, Group Contract or
other funding arrangement, the parties named below shall direct the
Contributions to any of the accounts available under the Trust or Group Contract
and may request the transfer of assets resulting from those Contributions
between such accounts. A Participant may not direct the Trustee to invest the
Participant's Account in collectibles. Collectibles means any work of art, rug
or antique, metal or gem, stamp or coin, alcoholic beverage or other tangible
personal property specified by the Secretary of Treasury. To the extent that a
Participant does not direct the investment of his Account, such Account shall be
invested ratably in the accounts available under the Trust or Group Contract in
the same manner as the undirected Accounts of all other Participants. The Vested
Accounts of all Inactive Participants may be segregated and invested separately
from the Accounts of all other Participants.

      The Trust Fund shall be valued at current fair market value as of the last
day of the last calendar month ending in the Plan Year and, at the discretion of
the Trustee, may be valued more frequently. The valuation shall take into
consideration investment earnings credited, expenses charged, payments made and
changes in the value of the assets held in the Trust Fund. The Account of a
Participant shall be credited with its share of the gains and losses of the
Trust Fund. That part of a Participant's Account invested in a funding
arrangement which establishes an account or accounts for such Participant
thereunder shall be credited with the gain or loss from such account or
accounts. That part of a Participant's Account which is invested in other
funding arrangements shall be credited with a proportionate share of the gain or
loss of such investments. The share shall be determined by multiplying the gain
or loss of the investment by the ratio of the part of the Participant's Account
invested in such funding arrangement to the total of the Trust Fund invested in
such funding arrangement.

      At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan's objectives. The
Named Fiduciary shall inform the Trustee and any Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy can be
coordinated with the Plan's financial requirements.
<PAGE>   34
(a) Matching Contributions: Effective July 1, 2000, the Trustee shall invest
Matching Contributions made after such date in the Qualifying Employer
Securities Fund; provided, however, that once the Participant reaches age 50 and
has one Year of Service, he can direct the investment of Matching Contributions
and transfer of assets resulting from all Matching Contributions into one of the
other investment funds.

(b) Elective Deferral Contributions: The Participant shall direct the investment
of Elective Deferral Contributions and transfer of assets resulting from those
Contributions.

(c) Rollover Contributions: The Participant shall direct the investment of
Rollover Contributions and transfer of assets resulting from those
Contributions.

(d) Employer Profit Sharing Contributions made under the Coverdell and Company,
Inc. plan: The Participant, with the consent of the Trustee, shall direct the
investment of such contributions and transfer of assets resulting from those
contributions.

      However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and Plan assets which are not subject to
Participant direction.

SECTION 4.01A--INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

      The trustee shall invest all or any portion (up to 100%) of the Matching
Contributions in Qualifying Employer Securities as long as the Plan
Administrator so directs.

      The Plan Administrator will allocate any cash or stock dividends the
Employer pays with respect to amounts held in the Qualifying Employer Securities
Fund to the Account of a Participant according to the shares of Qualifying
Employer Securities held by the Participant, determined on the dividend
declaration date. Any dividends payable on the Qualifying Employer Securities
shall, unless otherwise directed by the Trustee, be reinvested in additional
shares of Qualifying Employer Securities hereunder.

      If the securities of the Employer are not publicly traded and if no market
or an extremely thin market exists for the Qualifying Employer Securities Fund
to the Account of the participant according to the shares of Qualifying Employer
Securities held by the Participant, determined on the dividend declaration date.
Any dividends payable on the Qualifying Employer Securities shall, unless
otherwise directed by the Trustee, be reinvested in additional shares of
Qualifying Employer Securities hereunder.

      If there is a public market for Qualifying Employer Securities of the type
held by the Plan, then the Plan Administrator may use as the value of the shares
the price at which such shares traded in such market, or an average of the bid
and asked prices for such shares in such market, provided that such value is
representative of the fair market value of such shares in the opinion of the
Plan Administrator. If the Qualifying Employer Securities do not trade on the
annual valuation date or if the market is very thin on such date, then the Plan
Administrator may use the average of trade prices for a period of time ending on
such date, provided that such value is representative of the fair market value
of such shares in the opinion of the Plan Administrator. The value of a
Participant's Account held in the Qualifying Employer Securities Fund may be
expressed in units.

      For purposes of determining the annual valuation of the Plan and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to the
last day of the Plan Year. The fair market value of Qualifying Employer
Securities shall be determined on such a Valuation Date. The average of the bid
and asked prices of Qualifying Employer
<PAGE>   35
Securities as of the date of the transaction shall apply for purposes of valuing
distributions and other transactions of the Plan to the extent such value is
representative of the fair market value of such shares in the opinion of the
Plan Administrator.

      All purchases of Qualifying Employer Securities shall be made at a price,
or prices, which, in the judgment of the Plan Administrator, do not exceed the
fair market value of such Qualifying Employer Securities.

      In the event that the Trustee acquires shares of Qualifying Employer
Securities by purchase from a "disqualified person" as defined in Code Section
4975(e)(2) or from a "party in interest" as defined in ERISA Section 3(14), in
exchange for cash or other assets of the Trust, the terms of such purchase shall
contain the provision that in the event that there is a final determination by
the Internal Revenue Service, the Department of Labor, or court of competent
jurisdiction that a fair market value of such shares of Qualifying Employer
Securities, as of the date of purchase was less than the purchase price paid by
the Trustee, then the seller shall pay or transfer, as the case may be, to the
Trustee, an amount of cash, shares of Qualifying Employer Securities, or any
combination thereof equal in value to the difference between the purchase price
and said fair market value for all such shares. In the event that cash and/or
shares of Qualifying Employer Securities are paid and/or transferred to the
Trustee under this provision, shares of Qualifying Employer Securities shall be
valued at their fair market value as of the date of said purchase, and interest
at a reasonable rate from the date of purchase to the date of payment shall be
paid by the seller on the amount of cash paid. The Plan Administrator may direct
the Trustee to sell, resell or otherwise dispose of Qualifying Employer
Securities to any person, including the Employer, provided that any such sales
to any disqualified person or a party in interest, including the Employer, will
be made at not less than the fair market value and no commission is charged. Any
such sale shall be made in conformance with Section 408(e) of ERISA.

      In the event the Plan Administrator directs the Trustee to dispose of any
Qualifying Employer Securities held as Trust assets under circumstances which
require registration and/or qualification of the securities under applicable
Federal or state securities laws, then the Employer, at its own expense, will
take or cause to be taken any and all such action as may be necessary or
appropriate to effect such registration and/or qualification.

      If a Security Exchange Commission (SEC) filing is required, the Qualifying
Employer Securities provisions set forth in this Plan restatement will not be
made available to Participants until the later of the effective date of the Plan
restatement or the date the Plan and any other necessary documentation has been
filed for registration with the SEC by the Employer.
<PAGE>   36
                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

      On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02--DEATH BENEFITS.

      If a Participant dies before his Annuity Starting Date, his Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.03--VESTED BENEFITS.

      A Participant may receive a distribution of his Vested Account at any time
after he ceases to be an Employee, provided he has not again become an Employee.
If such amount is not payable under the provisions of the SMALL AMOUNTS SECTION
of Article IX, it will be distributed only if the Participant so elects. The
Participant's election shall be subject to the requirements in the ELECTION
PROCEDURES SECTION of Article VI for a qualified election of a retirement
benefit.

      If a Participant does not receive an earlier distribution according to the
provisions of this section or the SMALL AMOUNTS SECTION of Article IX, upon his
Retirement Date or death, his Vested Account shall be applied according to the
provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of
Article V.

      The Nonvested Account of a Participant who has ceased to be an Employee
shall remain a part of his Account until it becomes a Forfeiture; provided,
however, if the Participant again
<PAGE>   37
becomes an Employee so that his Vesting Percentage can increase, the Nonvested
Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

      Benefits under the Plan begin when a Participant retires, dies or ceases
to be an Employee, whichever applies, as provided in the preceding sections of
this article. Benefits which begin before Normal Retirement Date for a
Participant who became Totally and Permanently Disabled when he was an Employee
shall be deemed to begin because he is Totally and Permanently Disabled. The
start of benefits is subject to the qualified election procedures of Article VI.

Unless otherwise elected, benefits shall begin before the sixtieth day following
the close of the Plan Year in which the latest date below occurs:

(a) The date the Participant attains age 65 (Normal Retirement Age, if earlier).

(b) The tenth anniversary of the Participant's Entry Date.

(c) The date the Participant ceases to be an Employee.

      Notwithstanding the foregoing, the failure of a Participant and spouse to
consent to a distribution while a benefit is immediately distributable, within
the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be deemed to
be an election to defer commencement of payment of any benefit sufficient to
satisfy this section.

      The Participant may elect to have his benefits begin after the latest date
for beginning benefits described above, subject to the provisions of this
section. The Participant shall make the election in writing and deliver the
signed statement of election to the Plan Administrator before Normal Retirement
Date or the date he ceases to be an Employee, if later. The election must
describe the form of distribution and the date the benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

      Benefits shall begin by the Participant's Required Beginning Date, as
defined in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS
SECTION of Article VI.

      Contributions which are used to compute the Actual Deferral Percentage, as
defined in the EXCESS AMOUNTS SECTION of Article III, may be distributed upon
disposition by the Employer of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used by the Employer in a trade or business
or disposition by the Employer of the Employer's interest in a subsidiary
(within the meaning of Code Section 409(d)(3)) if the transferee corporation is
not a Controlled Group member, the Employee continues employment with the
transferee corporation and the transferor corporation continues to maintain the
Plan. Such distributions made after March 31, 1988, must be made in a single
sum.

SECTION 5.05--WITHDRAWAL PRIVILEGES.

A Participant who has attained age 59 1/2 may withdraw all or any portion of his
Vested Account which results from the following Contributions:

Elective Deferral Contributions
Rollover Contributions
<PAGE>   38
A Participant may make such a withdrawal at any time.

A Participant may withdraw all or any portion of his Vested Account which
results from the following Contributions

Elective Deferral Contributions
Rollover Contributions in the event of hardship due to an immediate and heavy
financial need. Withdrawals from the Participant's Account resulting from
Elective Deferral Contributions shall be limited to the amount of the
Participant's Elective Deferral Contributions. Immediate and heavy financial
need shall be limited to: (i) expenses incurred or necessary for medical care,
described in Code Section 213(d), of the Participant, the Participant's spouse,
or any dependents of the Participant (as defined in Code Section 152); (ii)
purchase (excluding mortgage payments) of a principal residence for the
Participant; (iii) payment of tuition and related educational fees and the
payment of room and board expenses for the next 12 months of post-secondary
education for the Participant, his spouse, children or dependents; (iv) the need
to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal residence; or (v) any
other distribution which is deemed by the Commissioner of Internal Revenue to be
made on account of immediate and heavy financial need as provided in Treasury
regulations. The Participant's request for a withdrawal shall include his
written statement that an immediate and heavy financial need exists and explain
its nature.

      No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need of the
Participant (including amounts necessary to pay any Federal, state or local
income taxes or penalties reasonably anticipated to result from the
distribution); (ii) the Participant has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer; (iii) the Plan, and all other plans maintained
by the Employer, provide that the Participant's elective contributions and
employee contributions will be suspended for at least 12 months after receipt of
the hardship distribution; and (iv) the Plan, and all other plans maintained by
the Employer, provide that the Participant may not make elective contributions
for the Participant's taxable year immediately following the taxable year of the
hardship distribution in excess of the applicable limit under Code Section
402(g) for such next taxable year less the amount of such Participant's elective
contributions for the taxable year of the hardship distribution. The Plan will
suspend elective contributions and employee contributions for 12 months and
limit elective deferrals as provided in the preceding sentence. A Participant
shall not cease to be an Eligible Participant, as defined in the EXCESS AMOUNTS
SECTION of Article III, merely because his elective contributions or employee
contributions are suspended.

      A request for withdrawal shall be in writing on a form furnished for that
purpose and delivered to the Plan Administrator before the withdrawal is to
occur. The Participant's request shall be subject to the requirements in the
ELECTION PROCEDURES SECTION of Article VI for a qualified election of a
retirement benefit payable in a form other than a Qualified Joint and Survivor
Form.

      A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

      Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, Participant means any
Participant or Beneficiary who is a party-in-interest, within the meaning of
Section 3(14) of the Employee Retirement Income Security Act of 1974 (ERISA).
Loans shall not be made to highly compensated employees, as defined in Code
Section 414(q), in an amount greater than the amount made available to other
Participants.
<PAGE>   39
      No loans will be made to any shareholder-employee or owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5% of the outstanding
stock of the corporation.

      A loan to a Participant shall be a Participant-directed investment of his
Account. The portion of the Participant's Account held in the Qualifying
Employer Securities Fund may not be redeemed for purposes of a - RESTATEMENT
JULY 1, 2000 45 ARTICLE V (4-40980) loan. No Account other than the borrowing
Participant's Account shall share in the interest paid on the loan or bear any
expense or loss incurred because of the loan.

The number of outstanding loans shall be limited to one. The minimum amount of
any loan shall be $1,000.

Loans must be adequately secured and bear a reasonable rate of interest.

      The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

(a) $50,000 reduced by the highest outstanding loan balance of loans during the
one-year period ending on the day before the new loan is made.

(b) The greater of (1) or (2), reduced by (3) below:

    (1) One-half of the Participant's Vested Account.

    (2) $10,000.

    (3) Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

      The foregoing notwithstanding, the amount of such loan shall not exceed
50% of the amount of the Participant's Vested Account. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

      A Participant must obtain the consent of the Participant's spouse, if any,
to the use of the Vested Account as security for the loan. Spousal consent shall
be obtained no earlier than the beginning of the 90-day period that ends on the
date on which the loan to be so secured is made. The consent must be in writing,
must acknowledge the effect of the loan, and must be witnessed by a plan
representative or a notary public. Such consent shall thereafter be binding with
respect to the consenting spouse or any subsequent spouse with respect to that
loan. A new consent shall be required if the Vested Account is used for
collateral upon renegotiation, extension, renewal, or other revision of the
loan.

      If a valid spousal consent has been obtained in accordance with the above,
then, notwithstanding any other provision of this Plan, the portion of the
Participant's Vested Account
<PAGE>   40
used as a security interest held by the Plan by reason of a loan outstanding to
the Participant shall be taken into account for purposes of determining the
amount of the Vested Account payable at the time of death or distribution, but
only if the reduction is used as repayment of the loan. If less than 100% of the
Participant's Vested Account (determined without regard to the preceding
sentence) is payable to the surviving spouse, then the Vested Account shall be
adjusted by first reducing the Vested Account by the amount of the security used
as repayment of the loan, and then determining the benefit payable to the
surviving spouse.

      Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

      The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. The
period of repayment for any loan shall be arrived at by mutual agreement between
the Loan Administrator and the Participant.

      The Participant shall make a written application for a loan from the Plan
on forms provided by the Loan Administrator. The application must specify the
amount and duration requested. No loan will be approved unless the Participant
is creditworthy. The Participant must grant authority to the Loan Administrator
to investigate the Participant's creditworthiness so that the loan application
may be properly considered.

      Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and/or credit history of the Participant to determine whether a
loan should be approved.

      Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

      There will be an assignment of collateral to the Plan executed at the time
the loan is made.

      In those cases where repayment through payroll deduction by the Employer
is available, installments are so payable, and a payroll deduction agreement
will be executed by the Participant at the time of making the loan.

      Where payroll deduction is not available, payments are to be timely made.

      Any payment that is not by payroll deduction shall be made payable to the
Employer or Trustee, as specified in the promissory note, and delivered to the
Loan Administrator, including prepayments, service fees and penalties, if any,
and other amounts due under the note.

      The promissory note may provide for reasonable late payment penalties
and/or service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.
<PAGE>   41
      Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

If any amount remains unpaid for more than 31 days after due, a default is
deemed to occur.

      Upon default, the Plan has the right to pursue any remedy available by law
to satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law.

      If any payment of principal or interest or any other amount due under the
promissory note, or any portion thereof, is not made for a period of 90 days
after due, the entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically but not
limited to the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law. In the event of default,
foreclosure on the note and attachment of security or use of amounts pledged to
satisfy the amount then due, will not occur until a distributable event occurs
in accordance with the Plan, and will not occur to an extent greater than the
amount then available upon any distributable event which has occurred under the
Plan.

      All reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a
promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

      If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If the
subsequent deduction is also insufficient to satisfy the amount due within 31
days, a default is deemed to occur as above. If any amount remains past due more
than 90 days, the entire principal amount, whether or not otherwise then due,
along with interest then accrued and any other amount then due under the
promissory note, shall become due and payable, as above.

If the Participant ceases to be a party-in-interest (as defined in this section)
the balance of the outstanding loan becomes due and payable, and the
Participant's Vested Account will be used as available for distribution(s) to
pay the outstanding loan. The Participant's Vested Account will not be used to
pay any amount due under the outstanding loan before the date which is 31 days
after the date he ceased to be an Employee, and the Participant may elect to
repay the outstanding loan with interest on the day of repayment. If no
distributable event has occurred under the Plan at the time that the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the outstanding loan, this will not occur until the time,
or in excess of the extent to which, a distributable event occurs under the
Plan.

<PAGE>   42
                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

       Unless a qualified election of an optional form of benefit has been made
within the election period (see the ELECTION PROCEDURES SECTION of Article VI),
the automatic form of benefit payable to or on behalf of a Participant is
determined as follows:

(a)    The automatic form of retirement benefit for a Participant who does not
       die before his Annuity Starting Date shall be the Qualified Joint and
       Survivor Form.

(b)    The automatic form of death benefit for a Participant who dies before his
       Annuity Starting Date shall be:

       (1)    A Qualified Preretirement Survivor Annuity for a Participant who
       has a spouse to whom he has been continuously married throughout the
       one-year period ending on the date of his death. The spouse may elect to
       start receiving
<PAGE>   43
       the death benefit on any first day of the month on or after the
       Participant dies and before the date the Participant would have been age
       70 1/2. If the spouse dies before benefits start, the Participant's
       Vested Account, determined as of the date of the spouse's death, shall be
       paid to the spouse's Beneficiary.

       (2)    A single-sum payment to the Participant's Beneficiary for a
       Participant who does not have a spouse who is entitled to a Qualified
       Preretirement Survivor Annuity.

       Before a death benefit will be paid on account of the death of a
       Participant who does not have a spouse who is entitled to a Qualified
       Preretirement Survivor Annuity, it must be established to the
       satisfaction of a plan representative that the Participant does not have
       such a spouse.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS.

(a)    For purposes of this section, the following terms are defined:

       Applicable Life Expectancy means Life Expectancy (or Joint and Last
Survivor Expectancy) calculated using the attained age of the Participant (or
Designated Beneficiary) as of the Participant's (or Designated Beneficiary's)
birthday in the applicable calendar year reduced by one for each calendar year
which has elapsed since the date Life Expectancy was first calculated. If Life
Expectancy is being recalculated, the Applicable Life Expectancy shall be the
Life Expectancy so recalculated. The applicable calendar year shall be the first
Distribution Calendar Year, and if Life Expectancy is being recalculated such
succeeding calendar year.

       Designated Beneficiary means the individual who is designated as the
beneficiary under the Plan in accordance with Code Section 401(a)(9) and the
regulations thereunder.

       Distribution Calendar Year means a calendar year for which a minimum
distribution is required.

       For distributions beginning before the Participant's death, the first
       Distribution Calendar Year is the calendar year immediately preceding the
       calendar year which contains the Participant's Required Beginning Date.
       For distributions beginning after the Participant's death, the first
       Distribution Calendar Year is the calendar year in which distributions
       are required to begin pursuant to (e) below.

       Joint and Last Survivor Expectancy means joint and last survivor
expectancy computed by use of the expected return multiples in Table VI of
section 1.72-9 of the Income Tax Regulations.

       Unless otherwise elected by the Participant (or spouse, in the case of
       distributions described in (e)(2)(ii) below) by the time distributions
       are required to begin, life expectancies shall be recalculated annually.
       Such election shall be irrevocable as to the Participant (or spouse) and
       shall apply to all subsequent years. The life expectancy of a nonspouse
       Beneficiary may not be recalculated.

       Life Expectancy means life expectancy computed by use of the expected
return multiples in Table V of section 1.72-9 of the Income Tax Regulations.

       Unless otherwise elected by the Participant (or spouse, in the case of
distributions described in (e)(2)(ii) below) by the time distributions are
required to begin, life expectancies shall be recalculated annually. Such
election shall be irrevocable as to the Participant (or spouse) and shall apply
to all subsequent years. The life expectancy of a nonspouse Beneficiary may not
be
<PAGE>   44
recalculated.

Participant's Benefit means

(1)    The Account balance as of the last valuation date in the calendar year
       immediately preceding the Distribution Calendar Year (valuation calendar
       year) increased by the amount of any contributions or forfeitures
       allocated to the Account balance as of the dates in the valuation
       calendar year after the valuation date and decreased by distributions
       made in the valuation calendar year after the valuation date.

(2)    For purposes of (1) above, if any portion of the minimum distribution for
       the first Distribution Calendar Year is made in the second Distribution
       Calendar Year on or before the Required Beginning Date, the amount of the
       minimum distribution made in the second Distribution Calendar Year shall
       be treated as if it had been made in the immediately preceding
       Distribution Calendar Year.

Required Beginning Date means, for a Participant, the first day of April of the
calendar year following the calendar year in which the Participant attains age
70 1/2, unless otherwise provided in (1), (2) or (3) below:

(1)    The Required Beginning Date for a Participant who attains age 70 1/2
       before January 1, 1988, and who is not a 5-percent owner is the first day
       of April of the calendar year following the calendar year in which the
       later of retirement or attainment of age 70 1/2 occurs

(2)    The Required Beginning Date for a Participant who attains age 70 1/2
       before January 1, 1988, and who is a 5-percent owner is the first day of
       April of the calendar year following the later of

(i)    the calendar year in which the Participant attains age 70 1/2, or

(ii)   the earlier of the calendar year with or within which ends the Plan Year
       in which the Participant becomes a 5-percent owner, or the calendar year
       in which the Participant retires.

(3)    The Required Beginning Date of a Participant who is not a 5-percent owner
       and who attains age 70 1/2 during 1988 and who has not retired as of
       January 1, 1989, is April 1, 1990.

A Participant is treated as a 5-percent owner for purposes of this section if
such Participant is a 5-percent owner as defined in Code Section 416(i)
(determined in accordance with Code Section 416 but without regard to whether
the Plan is top-heavy) at any time during the Plan Year ending with or within
the calendar year in which such owner attains age 66 1/2 or any subsequent Plan
Year.

Once distributions have begun to a 5-percent owner under this section, they must
continue to be distributed, even if the Participant ceases to be a 5-percent
owner in a subsequent year.

(b)    The optional forms of retirement benefit shall be the following: a
       straight life annuity; single life annuities with certain periods of
       five, ten or fifteen years; a single life annuity with installment
       refund; survivorship life annuities with installment refund and
       survivorship percentages of 50, 66 2/3 or 100; fixed period annuities for
       any period of whole months which is not less than 60 and does not exceed
       the Life Expectancy of the Participant and the named Beneficiary as
       provided in

(d)    below where the Life Expectancy is not recalculated; and a series of
       installments chosen by
<PAGE>   45
       the Participant with a minimum payment each year beginning with the year
       the Participant turns age 70 1/2. The payment for the first year in which
       a minimum payment is required will be made by April 1 of the following
       calendar year. The payment for the second year and each successive year
       will be made by December 31 of that year. The minimum payment will be
       based on a period equal to the Joint and Last Survivor Expectancy of the
       Participant and the Participant's spouse, if any, as provided in (d)
       below where the Joint and Last Survivor Expectancy is recalculated. The
       balance of the Participant's Vested Account, if any, will be payable on
       the Participant's death to his Beneficiary in a single sum. The
       Participant may also elect to receive his Vested Account in a single-sum
       payment.

       Election of an optional form is subject to the qualified election
       provisions of Article VI.

       Any annuity contract distributed shall be nontransferable. The terms of
       any annuity contract purchased and distributed by the Plan to a
       Participant or spouse shall comply with the requirements of this Plan.

(c)    The optional forms of death benefit are a single-sum payment and any
       annuity that is an optional form of retirement benefit. However, a series
       of installments shall not be available if the Beneficiary is not the
       spouse of the deceased Participant.

(d)    Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article VI,
       joint and survivor annuity requirements, the requirements of this section
       shall apply to any distribution of a Participant's interest and will take
       precedence over any inconsistent provisions of this Plan. Unless
       otherwise specified, the provisions of this section apply to calendar
       years beginning after December 31, 1984.

       All distributions required under this section shall be determined and
       made in accordance with the proposed regulations under Code Section
       401(a)(9), including the minimum distribution incidental benefit
       requirement of section 1.401(a)(9)-2 of the proposed regulations.

       The entire interest of a Participant must be distributed or begin to be
       distributed no later than the Participant's Required Beginning Date.

       As of the first Distribution Calendar Year, distributions, if not made in
       a single sum, may only be made over one of the following periods (or
       combination thereof):

       (1)    the life of the Participant,

       (2)    the life of the Participant and a Designated Beneficiary,

       (3)    a period certain not extending beyond the Life Expectancy of the
       Participant, or

       (4)    a period certain not extending beyond the Joint and Last Survivor
       Expectancy of the Participant and a Designated Beneficiary.

If the Participant's interest is to be distributed in other than a single sum,
the following minimum distribution rules shall apply on or after the Required
Beginning Date:

       (5)    Individual account:

              (i)    If a Participant's Benefit is to be distributed over
<PAGE>   46
                     (a)    a period not extending beyond the Life Expectancy of
                            the Participant or the Joint Life and Last Survivor
                            Expectancy of the Participant and the Participant's
                            Designated Beneficiary or

                     (b)    a period not extending beyond the Life Expectancy of
                            the Designated Beneficiary, the amount required to
                            be distributed for each calendar year beginning with
                            the distributions for the first Distribution
                            Calendar Year, must be at least equal to the
                            quotient obtained by dividing the Participant's
                            Benefit by the Applicable Life Expectancy.

              (ii)   For calendar years beginning before January 1, 1989, if the
                     Participant's spouse is not the Designated Beneficiary, the
                     method of distribution selected must assure that at least
                     50% of the present value of the amount available for
                     distribution is paid within the Life Expectancy of the
                     Participant.


              (iii)  For calendar years beginning after December 31, 1988, the
                     amount to be distributed each year, beginning with
                     distributions for the first Distribution Calendar Year
                     shall not be less than the quotient obtained by dividing
                     the Participant's Benefit by the lesser of

                     (a)    the Applicable Life Expectancy or

                     (b)    if the Participant's spouse is not the Designated
                     Beneficiary, the applicable divisor determined from the
                     table set forth in Q&A-4 of section 1.401(a)(9)-2 of the
                     proposed regulations.

                     Distributions after the death of the Participant shall be
                     distributed using the Applicable Life Expectancy in (5)(i)
                     above as the relevant divisor without regard to Proposed
                     Regulations section 1.401(a)(9)-2.

              (iv)   The minimum distribution required for the Participant's
                     first Distribution Calendar Year must be made on or before
                     the Participant's Required Beginning Date. The minimum
                     distribution for the Distribution Calendar Year for other
                     calendar years, including the minimum distribution for the
                     Distribution Calendar Year in which the Participant's
                     Required Beginning Date occurs, must be made on or before
                     December 31 of that Distribution Calendar Year.

(6)    Other forms:

       (i)    If the Participant's Benefit is distributed in the form of an
annuity purchased from an insurance company, distributions thereunder shall be
made in accordance with the requirements of Code Section 401(a)(9) and the
proposed regulations thereunder.

(d)    Death distribution provisions:

(1)    Distribution beginning before death. If the Participant dies after
       distribution of his interest has begun, the remaining portion of such
       interest will continue to be distributed at least as rapidly as under the
       method of distribution being used prior to the Participant's death.

(2)    Distribution beginning after death. If the Participant dies before
       distribution of his interest begins, distribution of the Participant's
       entire interest shall be completed by December 31 of the calendar year
       containing the fifth anniversary of the Participant's death except to the
       extent that an election is made to receive distributions in accordance
       with (i) or (ii) below:
<PAGE>   47

       (i)    if any portion of the Participant's interest is payable to a
              Designated Beneficiary, distributions may be made over the life or
              over a period certain not greater than the Life Expectancy of the
              Designated Beneficiary commencing on or before December 31 of the
              calendar year immediately following the calendar year in which the
              Participant died;

       (ii)   if the Designated Beneficiary is the Participant's surviving
              spouse, the date distributions are required to begin in accordance
              with (i) above shall not be earlier than the later of

              (a)    December 31 of the calendar year immediately following the
                     calendar year in which the Participant died and

              (b)    December 31 of the calendar year in which the Participant
                     would have attained age 70 1/2.

If the Participant has not made an election pursuant to this (e)(2) by the time
of his death, the Participant's Designated Beneficiary must elect the method of
distribution no later than the earlier of

       (iii)  December 31 of the calendar year in which distributions would be
              required to begin under this subparagraph, or

       (iv)   December 31 of the calendar year which contains the fifth
              anniversary of the date of death of the Participant.

       If the Participant has no Designated Beneficiary, or if the Designated
       Beneficiary does not elect a method of distribution, distribution of the
       Participant's entire interest must be completed by December 31 of the
       calendar year containing the fifth anniversary of the Participant's
       death.

(3)    For purposes of (e)(2) above, if the surviving spouse dies after the
       Participant, but before payments to such spouse begin, the provisions of
       (e)(2) above, with the exception of (e)(2)(ii) therein, shall be applied
       as if the surviving spouse were the Participant.

(4)    For purposes of this (e), any amount paid to a child of the Participant
       will be treated as if it had been paid to the surviving spouse if the
       amount becomes payable to the surviving spouse when the child reaches the
       age of majority.

(5)    For purposes of this (e), distribution of a Participant's interest is
       considered to begin on the Participant's Required Beginning Date (or if
       (e)(3) above is applicable, the date distribution is required to begin to
       the surviving spouse pursuant to (e)(2) above). If distribution in the
       form of an annuity irrevocably commences to the Participant before the
       Required Beginning Date, the date distribution is considered to begin is
       the date distribution actually commences.

SECTION 6.02A--DISTRIBUTIONS IN QUALIFYING EMPLOYER SECURITIES.

       In lieu of the cash distributions permitted under Section 6.02 above, any
portion of the Participant's Vested Account held in the Qualifying Employer
Securities Fund may be distributed in kind upon the election of the Participant.
Fractional shares valued as of the most recent Valuation Date shall be paid in
cash. The distribution shall include any dividends (cash or stock) on such whole
shares or any additional shares received as a result of a stock split or any
other adjustment to such whole shares since the Valuation Date preceding the
date of distribution.

       Election of such distribution is subject to the qualified election
provisions of Article VI.
<PAGE>   48
SECTION 6.03--ELECTION PROCEDURES.

       The Participant, Beneficiary, or spouse shall make any election under
this section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

       (a)    Retirement Benefits. A Participant may elect his Beneficiary or
              Contingent Annuitant and may elect to have retirement benefits
              distributed under any of the optional forms of retirement benefit
              described in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION
              REQUIREMENTS SECTION of Article VI.

       (b)    Death Benefits. A Participant may elect his Beneficiary and may
              elect to have death benefits distributed under any of the optional
              forms of death benefit described in the OPTIONAL FORMS OF
              DISTRIBUTION AND DISTRIBUTION REQUIREMENTS SECTION of Article VI.

              If the Participant has not elected an optional form of
              distribution for the death benefit payable to his Beneficiary, the
              Beneficiary may, for his own benefit, elect the form of
              distribution, in like manner as a Participant

              The Participant may waive the Qualified Preretirement Survivor
              Annuity by naming someone other than his spouse as Beneficiary.

              In lieu of the Qualified Preretirement Survivor Annuity described
              in the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article VI, the
              spouse may, for his own benefit, waive the Qualified Preretirement
              Survivor Annuity by electing to have the benefit distributed under
              any of the optional forms of death benefit described in the
              OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS
              SECTION of Article VI.

       (c)    Qualified Election. The Participant, Beneficiary or spouse may
              make an election at any time during the election period. The
              Participant, Beneficiary, or spouse may revoke the election made
              (or make a new election) at any time and any number of times
              during the election period. An election is effective only if it
              meets the consent requirements below.

              The election period as to retirement benefits is the 90-day period
              ending on the Annuity Starting Date. An election to waive the
              Qualified Joint and Survivor Form may not be made before the date
              he is provided with the notice of the ability to waive the
              Qualified Joint and Survivor Form. If the Participant elects the
              series of installments, he may elect on any later date to have the
              balance of his Vested Account paid under any of the optional forms
              of retirement benefit available under the Plan. His election
              period for this election is the 90-day period ending on the
              Annuity Starting Date for the optional form of retirement benefit
              elected.

              A Participant may make an election as to death benefits at any
              time before he dies. The spouse's election period begins on the
              date the Participant dies and ends on the date benefits begin. The
              Beneficiary's election period begins on the date the Participant
              dies and ends on the date benefits begin. An election to waive the
              Qualified Preretirement Survivor Annuity may not be made by the
              Participant before the date he is provided with the notice of the
              ability to waive the Qualified Preretirement Survivor Annuity. A
              Participant's election to waive the Qualified Preretirement
              Survivor Annuity which is made before the first day of the Plan
              Year in which he reaches age 35 shall become invalid on such date.
              An election made by a Participant after he ceases to be an
              Employee will not become invalid on the first day of the Plan Year
              in which he reaches age 35 with respect to death benefits from
              that part of his Account resulting from Contributions made before
              he ceased to be an Employee.

              If the Participant's Vested Account has at any time exceeded
              $5,000, any benefit which is (1)
<PAGE>   49
              immediately distributable or (2) payable in a form other than a
              Qualified Joint and Survivor Form or a Qualified Preretirement
              Survivor Annuity requires the consent of the Participant and the
              Participant's spouse (or where either the Participant or the
              spouse has died, the survivor). The consent of the Participant or
              spouse to a benefit which is immediately distributable must not be
              made before the date the Participant or spouse is provided with
              the notice of the ability to defer the distribution. Such consent
              shall be made in writing. The consent shall not be made more than
              90 days before the Annuity Starting Date. Spousal consent is not
              required for a benefit which is immediately distributable in a
              Qualified Joint and Survivor Form. Furthermore, if spousal consent
              is not required because the Participant is electing an optional
              form of retirement benefit that is not a life annuity pursuant to
              (d) below, only the Participant need consent to the distribution
              of a benefit payable in a form that is not a life annuity and
              which is immediately distributable. Neither the consent of the
              Participant nor the Participant's spouse shall be required to the
              extent that a distribution is required to satisfy Code Section
              401(a)(9) or Code Section 415. In addition, upon termination of
              this Plan if the Plan does not offer an annuity option (purchased
              from a commercial provider), the Participant's Account balance
              may, without the Participant's consent, be distributed to the
              Participant or transferred to another defined contribution plan
              (other than an employee stock ownership plan as defined in Code
              Section 4975(e)(7)) within the same Controlled Group. A benefit is
              immediately distributable if any part of the benefit could be
              distributed to the Participant (or surviving spouse) before the
              Participant attains (or would have attained if not deceased) the
              older of Normal Retirement Age or age 62. If the Qualified Joint
              and Survivor Form is waived, the spouse has the right to limit
              consent only to a specific Beneficiary or a specific form of
              benefit. The spouse can relinquish one or both such rights. Such
              consent shall be made in writing. The consent shall not be made
              more than 90 days before the Annuity Starting Date. If the
              Qualified Preretirement Survivor Annuity is waived, the spouse has
              the right to limit consent only to a specific Beneficiary. Such
              consent shall be in writing. The spouse's consent shall be
              witnessed by a plan representative or notary public. The spouse's
              consent must acknowledge the effect of the election, including
              that the spouse had the right to limit consent only to a specific
              Beneficiary or a specific form of benefit, if applicable, and that
              the relinquishment of one or both such rights was voluntary.
              Unless the consent of the spouse expressly permits designations by
              the Participant without a requirement of further consent by the
              spouse, the spouse's consent must be limited to the form of
              benefit, if applicable, and the Beneficiary (including any
              Contingent Annuitant), class of Beneficiaries, or contingent
              Beneficiary named in the election. Spousal consent is not
              required, however, if the Participant establishes to the
              satisfaction of the plan representative that the consent of the
              spouse cannot be obtained because there is no spouse or the spouse
              cannot be located. A spouse's consent under this paragraph shall
              not be valid with respect to any other spouse. A Participant may
              revoke a prior election without the consent of the spouse. Any new
              election will require a new spousal consent, unless the consent of
              the spouse expressly permits such election by the Participant
              without further consent by the spouse. A spouse's consent may be
              revoked at any time within the Participant's election period.

       (d)    Special Rule for Profit Sharing Plan. As provided in the preceding
              provisions of the Plan, if a Participant has a spouse to whom he
              has been continuously married throughout the one-year period
              ending on the date of his death, the Participant's Vested Account
              shall be paid to such spouse. However, if there is no such spouse
              or if the surviving spouse has already consented in a manner
              conforming to the qualified election requirements in (c) above,
              the Vested Account shall be payable to the Participant's
              Beneficiary in the event of the Participant's death.

              The Participant may waive the spousal death benefit described
              above at any time provided that no such waiver shall be effective
              unless it satisfies the conditions of (c) above (other than the
              notification requirement referred to therein) that would apply to
              the Participant's waiver of the Qualified Preretirement Survivor
              Annuity.
<PAGE>   50
              Because this is a profit sharing plan which pays death benefits as
              described above, this subsection (d) applies if the following
              condition is met: with respect to the Participant, this Plan is
              not a direct or indirect transferee after December 31, 1984, of a
              defined benefit plan, money purchase plan (including a target
              plan), stock bonus plan or profit sharing plan which is subject to
              the survivor annuity requirements of Code Section 401(a)(11) and
              Code Section 417. If the above condition is met, spousal consent
              is not required for electing a benefit payable in a form that is
              not a life annuity. If the above condition is not met, the consent
              requirements of this article shall be operative.

SECTION 6.04--NOTICE REQUIREMENTS.

(a)    Optional forms of retirement benefit. The Plan Administrator shall
       furnish to the Participant and the Participant's spouse a written
       explanation of the optional forms of retirement benefit in the OPTIONAL
       FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS SECTION of Article
       VI, including the material features and relative values of these options,
       in a manner that would satisfy the notice requirements of Code Section
       417(a)(3) and the right of the Participant and the Participant's spouse
       to defer distribution until the benefit is no longer immediately
       distributable. The Plan Administrator shall furnish the written
       explanation by a method reasonably calculated to reach the attention of
       the Participant and the Participant's spouse no less than 30 days and no
       more than 90 days before the Annuity Starting Date.

(b)    Qualified Joint and Survivor Form. The Plan Administrator shall furnish
       to the Participant a written explanation of the following: the terms and
       conditions of the Qualified Joint and Survivor Form; the Participant's
       right to make, and the effect of, an election to waive the Qualified
       Joint and Survivor Form; the rights of the Participant's spouse; and the
       right to revoke an election and the effect of such a revocation. The Plan
       Administrator shall furnish the written explanation by a method
       reasonably calculated to reach the attention of the Participant no less
       than 30 days and no more than 90 days before the Annuity Starting Date.

       After the written explanation is given, a Participant or spouse may make
       written request for additional information. The written explanation must
       be personally delivered or mailed (first class mail, postage prepaid) to
       the Participant or spouse within 30 days from the date of the written
       request. The Plan Administrator does not need to comply with more than
       one such request by a Participant or spouse.

The Plan Administrator's explanation shall be written in nontechnical language
and will explain the terms and conditions of the Qualified Joint and Survivor
Form and the financial effect upon the Participant's benefit (in terms of
dollars per benefit payment) of electing not to have benefits distributed in
accordance with the Qualified Joint and Survivor Form.

(c)    Qualified Preretirement Survivor Annuity. As required by the Code and
       Federal regulation, the Plan Administrator shall furnish to the
       Participant a written explanation of the following: the terms and
       conditions of the Qualified Preretirement Survivor Annuity; the
       Participant's right to make, and the effect of, an election to waive the
       Qualified Preretirement Survivor Annuity; the rights of the Participant's
       spouse; and the right to revoke an election and the effect of such a
       revocation. The Plan Administrator shall furnish the written explanation
       by a method reasonably calculated to reach the attention of the
       Participant within the applicable period. The applicable period for a
       Participant is whichever of the following periods ends last:

       (1)    the period beginning one year before the date the individual
              becomes a Participant and ending one year after such date; or

       (2)    the period beginning one year before the date the Participant's
              spouse is first entitled to a Qualified Preretirement Survivor
              Annuity and ending one year after such date.
<PAGE>   51
If such notice is given before the period beginning with the first day of the
Plan Year in which the Participant attains age 32 and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age 35,
an additional notice shall be given within such period. If a Participant ceases
to be an Employee before attaining age 35, an additional notice shall be given
within the period beginning one year before the date he ceases to be an Employee
and ending one year after such date.

After the written explanation is given, a Participant or spouse may make written
request for additional information. The written explanation must be personally
delivered or mailed (first class mail, postage prepaid) to the Participant or
spouse within 30 days from the date of the written request. The Plan
Administrator does not need to comply with more than one such request by a
Participant or spouse.

The Plan Administrator's explanation shall be written in nontechnical language
and will explain the terms and conditions of the Qualified Preretirement
Survivor Annuity and the financial effect upon the spouse's benefit (in terms of
dollars per benefit payment) of electing not to have benefits distributed in
accordance with the Qualified Preretirement Survivor Annuity.
<PAGE>   52
                                   ARTICLE VII

                               TERMINATION OF PLAN

       The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions under
the Plan constitutes complete termination of Plan.

       The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial Plan
termination. The Participant's Account shall continue to participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund until the Vested Account is distributed. A distribution under
this article will be a retirement benefit and shall be distributed to the
Participant according to the provisions of Article VI.

       A Participant's Account which does not result from Contributions which
are used to compute the Actual Deferral Percentage, as defined in the EXCESS
AMOUNTS SECTION of Article III, may be distributed to the Participant after the
effective date of the complete or partial Plan termination. A Participant's
Account resulting from Contributions which are used to compute such percentage
may be distributed upon termination of the Plan without the establishment or
maintenance of another defined contribution plan, other than an employee stock
ownership plan (as defined in Code Section 4975(e) or Code Section 409) or a
simplified employee pension plan (as defined in Code Section 408(k)). Such a
distribution made after March 31, 1988, must be in a single sum.

       Upon complete termination of Plan, no more Employees shall become
Participants and no more Contributions shall be made.

       The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.
<PAGE>   53
                                  ARTICLE VIII

                             ADMINISTRATION OF PLAN

SECTION 8.01--ADMINISTRATION.

       Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has the power to construe the Plan, including ambiguous provisions, and to
determine all questions that may arise under the Plan, including all questions
relating to the eligibility of Employees to participate in the Plan and the
amount of benefit to which any Participant, Beneficiary, spouse or Contingent
Annuitant may become entitled. The Plan Administrator's decisions upon all
matters within the scope of its authority shall be final.

       Unless otherwise set out in the Plan or Group Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

       The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules and
procedures to be followed by Claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.

       The Plan Administrator shall direct the Trustee as to the exercise of all
voting and tendering powers over any shares of Qualifying Employer Securities.

SECTION 8.02--RECORDS.

       All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

       Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03--INFORMATION AVAILABLE.

       Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Group Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator will
furnish him with a copy
<PAGE>   54
of any of these items. The Plan Administrator may make a reasonable charge to
the requesting person for the copy.

SECTION 8.04--CLAIM AND APPEAL PROCEDURES.

       A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

       If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

       The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period shall render the Plan Administrator's
determination of such denial final, binding and conclusive.

       If the Claimant appeals to the Plan Administrator, the Claimant, or his
authorized representative, may submit in writing whatever issues and comments
the Claimant, or his representative, feels are pertinent. The Claimant, or his
authorized representative may review pertinent Plan documents. The Plan
Administrator shall reexamine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances. The Plan Administrator shall advise the Claimant of its decision
within 60 days of his written request for review, unless special circumstances
(such as a hearing) would make rendering a decision within the 60-day limit
unfeasible. The Claimant must be notified within the 60-day limit if an
extension is necessary. The Plan Administrator shall render a decision on a
claim for benefits no later than 120 days after the request for review is
received.

SECTION 8.05--UNCLAIMED VESTED ACCOUNT PROCEDURE.

       At the time the Participant's Vested Account is distributable to the
Participant, spouse or Beneficiary without his consent according to the
provisions of Article VI or Article IX, the Plan Administrator, by certified or
registered mail addressed to his last known address and in accordance with the
notice requirements of Article VI, will notify him of his entitlement to a
benefit. If the Participant, spouse or Beneficiary fails to claim the Vested
Account or make his whereabouts known in writing within six months from the date
of mailing the notice, the Plan Administrator may treat such unclaimed Vested
Account as a forfeiture and apply it according to the forfeiture provisions of
Article III. If Article III contains no forfeiture provisions, such amount will
be applied to reduce the earliest Employer Contributions due after the
forfeiture arises.

       If a Participant's Vested Account is forfeited according to the
provisions of the above paragraph and the Participant, his spouse or his
Beneficiary at any time make a claim for benefits, the forfeited Vested Account
shall be reinstated, unadjusted for any gains or losses occurring after the date
it was forfeited. The reinstated. Vested Account shall then be distributed to
the Participant, spouse or Beneficiary according to the preceding provisions of
the Plan.
<PAGE>   55
SECTION 8.06--DELEGATION OF AUTHORITY.

All or any part of the administrative duties and responsibilities under this
article may be delegated by the Plan Administrator to a retirement committee.
The duties and responsibilities of the retirement committee shall be set out in
a separate written agreement.


                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01--AMENDMENTS.

       The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the specified period of time as may be determined by
Internal Revenue Service regulations) to comply with the requirements of any law
or regulation issued by any governmental agency to which the Employer is
subject. An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries or eliminate an optional form
of distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time, except as may be necessary to comply with the requirements of any law or
regulation issued by any governmental agency to which the Employer is subject.
No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account or eliminating an optional form of benefit, with respect
to benefits attributable to service before the amendment shall be treated as
reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is
amended, in the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such Employee's
employer-derived accrued benefit will not be less than his percentage computed
under the Plan without regard to such amendment.

       An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article X, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

       (a)    who has completed at least three Years of Service on the date the
              election period described below ends (five Years of Service if the
              Participant does not have at least one Hour-of-Service in a Plan
              Year beginning after December 31, 1988) and

       (b)    whose nonforfeitable percentage will be determined on any date
              after the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. An election does not need to
be provided for any Participant or former Participant whose nonforfeitable
percentage, determined according to the Plan provisions as changed, cannot at
any time be less than the percentage determined without regard to such change.
The election period shall begin no later than the date the Plan amendment is
adopted, or deemed adopted in the case of a change in the top-heavy status of
the Plan, and end no earlier than the sixtieth day after the latest of the date
the amendment is adopted (deemed adopted) or becomes effective, or the date the
Participant is issued written notice of the amendment (deemed amendment) by the
Employer or the Plan Administrator.
<PAGE>   56
SECTION 9.02--DIRECT ROLLOVERS.

       This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this section, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan, specified by the Distributee, in a Direct Rollover.

SECTION 9.03--MERGERS AND DIRECT TRANSFERS.

       The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if this Plan had then terminated).
The Employer may enter into merger agreements or direct transfer of assets
agreements with the employers under other retirement plans which are qualifiable
under Code Section 401(a), including an elective transfer, and may accept the
direct transfer of plan assets, or may transfer plan assets, as a party to any
such agreement. The Employer shall not consent to, or be a party to a merger,
consolidation or transfer of assets with a defined benefit plan if such action
would result in a defined benefit feature being maintained under this Plan.

       The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee, until the time he meets all of the requirements to become
an Active Participant.

       The Plan shall hold, administer and distribute the transferred assets as
a part of the Plan. The Plan shall maintain a separate account for the benefit
of the Employee on whose behalf the Plan accepted the transfer in order to
reflect the value of the transferred assets. Unless a transfer of assets to the
Plan is an elective transfer, the Plan shall apply the optional forms of benefit
protections described in the AMENDMENTS SECTION of Article IX to all transferred
assets. A transfer is elective if: (1) the transfer is voluntary, under a fully
informed election by the Participant; (2) the Participant has an alternative
that retains his Code Section 411(d)(6) protected benefits (including an option
to leave his benefit in the transferor plan, if that plan is not terminating);
(3) if the transferor plan is subject to Code Sections 401(a)(11) and 417, the
transfer satisfies the applicable spousal consent requirements of the Code; (4)
the notice requirements under Code Section 417, requiring a written explanation
with respect to an election not to receive benefits in the form of a qualified
joint and survivor annuity, are met with respect to the Participant and spousal
transfer election; (5) the Participant has a right to immediate distribution
from the transferor plan under provisions in the plan not inconsistent with Code
Section 401(a); (6) the transferred benefit is equal to the Participant's entire
nonforfeitable accrued benefit under the transferor plan, calculated to be at
least the greater of the single sum distribution provided by the transferor plan
(if any) or the present value of the Participant's accrued benefit under the
<PAGE>   57
transferor plan payable at the plan's normal retirement age and calculated using
an interest rate subject to the restrictions of Code Section 417(e) and subject
to the overall limitations of Code Section 415; (7) the Participant has a 100%
nonforfeitable interest in the transferred benefit; and (8) the transfer
otherwise satisfies applicable Treasury regulations.

SECTION 9.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES

       The obligations of an Insurer shall be governed solely by the provisions
of the Group Contract. The Insurer shall not be required to perform any act not
provided in or contrary to the provisions of the Group Contract. See the
CONSTRUCTION SECTION of this article.

       Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee. Such Insurer, issuer or distributor is not a party to the
Plan, nor bound in any way by the Plan provisions. Such parties shall not be
required to look to the terms of this Plan, nor to determine whether the
Employer, the Plan Administrator, the Trustee, or the Named Fiduciary have the
authority to act in any particular manner or to make any contract or agreement.
Until notice of any amendment or termination of this Plan or a change in Trustee
has been received by the Insurer at its home office or an issuer or distributor
at their principal address, they are and shall be fully protected in assuming
that the Plan has not been amended or terminated and in dealing with any party
acting as Trustee according to the latest information which they have received
at their home office or principal address.

SECTION 9.05--EMPLOYMENT STATUS.

       Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 9.06--RIGHTS TO PLAN ASSETS.

       No Employee shall have any right to or interest in any assets of the Plan
upon termination of his employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee in accordance with Plan provisions.

       Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Trustee, the Insurer, and the Employer arising under or by virtue of the Plan.

SECTION 9.07--BENEFICIARY.

       Each Participant may name a Beneficiary to receive any death benefit
(other than any income payable to a Contingent Annuitant) that may arise out of
his participation in the Plan. The Participant may change his Beneficiary from
time to time. Unless a qualified election has been made, for purposes of
distributing any death benefits before Retirement Date, the Beneficiary of a
Participant who has a spouse who is entitled to a Qualified Preretirement
Survivor Annuity shall be the Participant's spouse. The Participant's
Beneficiary designation and any change of Beneficiary shall be subject to the
provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the
responsibility of the Participant to give written notice to the Insurer of the
name of the Beneficiary on a form furnished for that purpose.

       With the Employer's consent, the Plan Administrator may maintain records
of Beneficiary designations for Participants before their Retirement Dates. In
that event, the written designations made by Participants shall be filed with
the Plan Administrator. If a Participant dies before his
<PAGE>   58
Retirement Date, the Plan Administrator shall certify to the Insurer the
Beneficiary designation on its records for the Participant.

       If, at the death of a Participant, there is no Beneficiary named or
surviving, any death benefit under the Group Contract shall be paid under the
applicable provisions of the Group Contract.

SECTION 9.08--NONALIENATION OF BENEFITS.

       Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, spouse or Contingent Annuitant. A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order,
as defined in Code Section 414(p), or any domestic relations order entered
before January 1, 1985.


SECTION 9.09--CONSTRUCTION.

       The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

       In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy issued hereunder, the provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.10--LEGAL ACTIONS.

       The Plan, the Plan Administrator, the Trustee and the Named Fiduciary are
the necessary parties to any action or proceeding involving the assets held with
respect to the Plan or administration of the Plan or Trust. No person employed
by the Employer, no Participant, former Participant or their Beneficiaries or
any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to
have an interest in the Plan.

SECTION 9.11--SMALL AMOUNTS.

       If the Vested Account of a Participant has never exceeded $5,000, the
entire Vested Account shall be payable in a single sum as of the earliest of his
Retirement Date, the date he dies, or the date he ceases to be an Employee for
any other reason. This is a small amounts payment. If a small amount is payable
as of the date the Participant dies, the small amounts payment shall be made to
the Participant's Beneficiary (spouse if the death benefit is payable to the
spouse). If a small amount is payable while the Participant is living, the small
amounts payment shall be made to the Participant. The small amounts payment is
in full settlement of all benefits otherwise payable.

No other small amounts payments shall be made.
<PAGE>   59
SECTION 9.12--WORD USAGE.

       The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words as used in this Plan may include the plural,
unless the context indicates otherwise.

SECTION 9.13--TRANSFERS BETWEEN PLANS.

       If an Employee previously participated in another plan of the Employer
which credited service under the elapsed time method for any purpose which under
this Plan is determined using the hours method, then the Employee's service
shall be equal to the sum of (a), (b) and (c) below:

       (a)    The number of whole years of service credited to him under the
              other plan as of the date he became an Eligible Employee under
              this Plan.

       (b)    One year or a part of a year of service for the applicable service
              period in which he became an Eligible Employee if he is credited
              with the required number of Hours-of-Service. If the Employer does
              not have sufficient records to determine the Employee's actual
              Hours-of-Service in that part of the service period before the
              date he became an Eligible Employee, the Hours-of-Service shall be
              determined using an equivalency. For any month in which he would
              be required to be credited with one Hour-of-Service, the Employee
              shall be deemed for purposes of this section to be credited with
              190 Hours-of-Service.

       (c)    The Employee's service determined under this Plan using the hours
              method after the end of the applicable service period in which he
              became an Eligible Employee. If an Employee previously
              participated in another plan of the Employer which credited
              service under the hours method for any purpose which under this
              Plan is determined using the elapsed time method, then the
              Employee's service shall be equal to the sum of (d), (e) and (f)
              below:

       (d)    The number of whole years of service credited to him under the
              other plan as of the beginning of the applicable service period
              under that plan in which he became an Eligible Employee under this
              Plan.

       (e)    The greater of (1) the service that would be credited to him for
              that entire service period using the elapsed time method or (2)
              the service credited to him under the other plan as of the date he
              became an Eligible Employee under this Plan.

       (f)    The Employee's service determined under this Plan using the
              elapsed time method after the end of the applicable service period
              under the other plan in which he became an Eligible Employee.

       Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.

       If the Employee previously participated in the plan of a Controlled Group
member which credited service under a different method than is used in this
Plan, for purposes of determining eligibility and vesting the provisions above
shall apply as though the plan of the Controlled Group member were a plan of the
Employer.
<PAGE>   60
                                    ARTICLE X

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 10.01--APPLICATION.

       The provisions of this article shall supersede all other provisions in
the Plan to the contrary.

       For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer as used in this article shall be deemed to include all members
of the Controlled Group unless the term as used clearly indicates only the
Employer is meant.

       The accrued benefit or account of a participant which results from
deductible voluntary contributions shall not be included for any purpose under
this article.

       The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of Article X
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any
<PAGE>   61
organization more than half of whose members are employees who are owners,
officers, or executives.

SECTION 10.02--DEFINITIONS.

       The following terms are defined for purposes of this article.

       Aggregation Group means

       (a)    each of the Employer's retirement plans in which a Key Employee is
              a participant during the Year containing the Determination Date or
              one of the four preceding Years,

       (b)    each of the Employer's other retirement plans which allows the
              plan(s) described in (a) above to meet the nondiscrimination
              requirement of Code Section 401(a)(4) or the minimum coverage
              requirement of Code Section 410, and

       (c)    any of the Employer's other retirement plans not included in (a)
              or (b) above which the Employer desires to include as part of the
              Aggregation Group. Such a retirement plan shall be included only
              if the Aggregation Group would continue to satisfy the
              requirements of Code Section 401(a)(4) and Code Section 410.

       The plans in (a) and (b) above constitute the "required" Aggregation
       Group. The plans in (a), (b) and (c) -above constitute the "permissive"
       Aggregation Group.

       Compensation means, as to an Employee for any period, compensation as
       defined in the Employee, Compensation shall include, in addition to
       compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article
       III, elective contributions. Elective contributions are amounts
       excludable from the Employee's gross income under Code Sections 125,
       402(e)(3), 402(h) or 403(b), and contributed by the Employer, at the
       Employee's election, to a Code Section 401(k) arrangement, a simplified
       employee pension, cafeteria plan or tax-sheltered annuity.

       For purposes of Compensation as defined in this section, Compensation
       shall be limited to the maximum dollar amount, as adjusted, in the same
       manner and in the same time as the Compensation defined in the DEFINITION
       SECTION of Article I.

       Determination Date means as to this Plan for any Year, the last day of
       the preceding Year. However, if there is no preceding Year, the
       Determination Date is the last day of such Year.

       Key Employee means any Employee or former Employee (including
       Beneficiaries of deceased Employees) who at any time during the
       determination period was

       (a)    one of the Employer's officers (subject to the maximum below)
              whose Compensation (as defined in this section) for the Year
              exceeds 50 percent of the dollar limitation under Code Section
              415(b)(1)(A),

       (b)    one of the ten Employees who owns (or is considered to own, under
              Code Section 318) more than a half percent ownership interest and
              one of the largest interests in the Employer during any Year of
              the determination period if such person's Compensation (as defined
              in this section) for the Year exceeds the dollar limitation under
              Code Section 415(c)(1)(A),

       (c)    a five-percent owner of the Employer, or
<PAGE>   62
       (d)    a one-percent owner of the Employer whose Compensation (as defined
              in this section) for the Year is more than $150,000.

Each member of the Controlled Group shall be treated as a separate employer for
purposes of determining ownership in the Employer.

The determination period is the Year containing the Determination Date and the
four preceding Years. If the Employer has fewer than 30 Employees, no more than
three Employees shall be treated as Key Employees because they are officers. If
the Employer has between 30 and 500 Employees, no more than ten percent of the
Employer's Employees (if not an integer, increased to the next integer) shall be
treated as Key Employees because they are officers. In no event will more than
50 Employees be treated as Key Employees because they are officers if the
Employer has 500 or more Employees. The number of Employees for any Plan Year is
the greatest number of Employees during the determination period. Officers who
are employees described in Code Section 414(q)(8) shall be excluded. If the
Employer has more than the maximum number of officers to be treated as Key
Employees, the officers shall be ranked by amount of annual Compensation (as
defined in this section), and those with the greater amount of annual
Compensation during the determination period shall be treated as Key Employees.
To determine the ten Employees owning the largest interests in the Employer, if
more than one Employee has the same ownership interest, the Employee(s) having
the greater annual Compensation shall be treated as owning the larger
interest(s). The determination of who is a Key Employee shall be made according
to Code Section 416(i)(1) and the regulations thereunder.

Non-key Employee means a person who is a non-key employee within the meaning of
Code Section 416 and regulations thereunder.

Present Value means the present value of a participant's accrued benefit under a
defined benefit plan as of his normal retirement age (attained age if later) or,
if the plan provides non-proportional subsidies, the age at which the benefit is
most valuable. The accrued benefit of any Employee (other than a Key Employee)
shall be determined under the method which is used for accrual purposes for all
plans of the Employer or if there is no one method which is used for accrual
purposes for all plans of the Employer, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under Code Section 411(b)(1)(C).
For purposes of establishing Present Value, any benefit shall be discounted only
for 7.5% interest and mortality according to the 1971 Group Annuity Table (Male)
without the 7% margin but with projection by Scale E from 1971 to the later of
(a) 1974, or (b) the year determined by adding the age to 1920, and wherein for
females the male age six years younger is used. If the Present Value of accrued
benefits is determined for a participant under more than one defined benefit
plan included in the Aggregation Group, all such plans shall use the same
actuarial assumptions to determine the Present Value.

Top-heavy Plan means a plan which is a top-heavy plan for any plan year
beginning after December 31, 1983. This Plan shall be a Top-heavy Plan if

(a)    the Top-heavy Ratio for this Plan alone exceeds 60 percent and this Plan
       is not part of any required Aggregation Group or permissive Aggregation
       Group.

(b)    this Plan is a part of a required Aggregation Group, but not part of a
       permissive Aggregation Group, and the Top-heavy Ratio for the required
       Aggregation Group exceeds 60 percent.

(c)    this Plan is a part of a required Aggregation Group and part of a
       permissive Aggregation Group and the Top-heavy Ratio for the permissive
       Aggregation Group exceeds 60 percent.

Top-heavy Ratio means the ratio calculated below for this Plan or for the
Aggregation Group.

(a)    If the Employer maintains one or more defined contribution plans
       (including any simplified
<PAGE>   63
       employee pension plan) and the Employer has not maintained any defined
       benefit plan which during the five-year period ending on the
       determination date has or has had accrued benefits, the Top-heavy Ratio
       for this Plan alone or for the required or permissive Aggregation Group
       as appropriate is a fraction, the numerator of which is the sum of the
       account balances of all key Employees as of the determination date and
       the denominator of which is the sum of all account balances of all
       employees as of the determination date. Both the numerator and
       denominator of the Top-heavy Ratio are adjusted for any distribution of
       an account balance (including those made from terminated plan(s) of the
       Employer which would have been part of the required Aggregation Group had
       such plan(s) not been terminated) made in the five-year period ending on
       the determination date. Both the numerator and denominator of the
       Top-heavy Ratio are increased to reflect any contribution not actually
       made as of the Determination Date, but which is required to be taken into
       account on that date under code section 416 and the regulations
       thereunder.

(b)    If the Employer maintains one or more defined contribution plans
       (including any simplified employee pension plan) and the Employer
       maintains or has maintained one or more defined benefit plans which
       during the five-year period ending on the determination date has or has
       had accrued benefits, the Top-heavy Ratio for any required or permissive
       Aggregation Group as appropriate is a fraction, the numerator of which is
       the sum of the account balances under the defined contribution plan(s) of
       all Key Employees and the Present Value of accrued benefits under the
       defined benefit plan(s) for all Key Employees, and the denominator of
       which is the sum of the account balances under the defined contribution
       plan(s) for all employees and the Present Value of accrued benefits under
       the defined benefit plans for all employees. Both the numerator and
       denominator of the Top-heavy Ratio are adjusted for any distribution of
       an account balance or an accrued benefit (including those made from
       terminated plan(s) of the Employer which would have been part of the
       required Aggregation Group had such plan(s) not been terminated) made in
       the five-year period ending on the determination date.

(c)    For purposes of (a) and (b) above, the value of account balances and the
       Present Value of accrued benefits will be determined as of the most
       recent valuation date that falls within or ends with the 12-month period
       ending on the determination date, except as provided in Code Section 416
       and the regulations thereunder for the first and second plan years of a
       defined benefit plan. The account balances and accrued benefits of an
       employee who is not a Key Employee but who was a Key Employee in a prior
       year will be disregarded. The calculation of the Top-heavy Ratio and the
       extent to which distributions, rollovers and transfers during the
       five-year period ending on the determination date are to be taken into
       account, shall be determined according to the provisions of Code Section
       416 and regulations thereunder. The account balances and accrued benefits
       of an individual who has performed no service for the Employer during the
       five-year period ending on the determination date shall be excluded from
       the Top-heavy Ratio until the time the individual again performs service
       for the Employer. Deductible employee contributions will not be taken
       into account for purposes of computing the Top-heavy Ratio. When
       aggregating plans, the value of account balances and accrued benefits
       will be calculated with reference to the determination dates that fall
       within the same calendar year.

Account, as used in this definition, means the value of an employee's account
under one of the Employer's retirement plans on the latest valuation date. In
the case of a money purchase plan or target benefit plan, such value shall be
adjusted to include any contributions made for or by the employee after the
valuation date and on or before such determination date or due to be made as of
such determination date but not yet forwarded to the insurer or trustee. In the
case of a profit sharing plan, such value shall be adjusted to include any
contributions made for or by the employee after the valuation date and on or
before such determination date. During the first Year of any profit sharing plan
such adjustment in value shall include contributions made after such
determination date that are allocated as of a date in such Year. The
nondeductible employee contributions which an employee makes under a defined
benefit plan of the Employer shall be treated as if they were contributions
under a separate defined contribution plan.

Valuation Date means, as to this Plan, the last day of the last calendar month
ending in a Year.

Year means the Plan Year unless another year is specified by the Employer in a
separate written resolution in accordance with regulations issued by the
Secretary of the Treasury or his delegate.
<PAGE>   64
SECTION 10.03--MODIFICATION OF VESTING REQUIREMENTS.

         If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined under
a schedule permitted in Code Section 416, the following shall apply. During any
Year in which the Plan is a Top-heavy Plan, the Participant's Vesting Percentage
shall be the greater of the Vesting Percentage determined under Article I or the
schedule below.

<TABLE>
<CAPTION>
                  VESTING SERVICE           NONFORFEITABLE
                   (whole years)              PERCENTAGE.
<S>               <C>                      <C>
                    Less than 3                   0
                    3 or more                    100
</TABLE>

       The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to all of the Participant's Account
resulting from Employer Contributions, including Contributions the Employer
makes before the TEFRA Compliance Date or when the Plan is not a Top-heavy Plan.

If, in a later Year, this Plan is not a Top-heavy Plan, a Participant's Vesting
Percentage shall be determined under Article I. A Participant's Vesting
Percentage determined under either Article I or the schedule above shall never
be reduced and the election procedures of the AMENDMENTS SECTION of Article IX
shall apply when changing to or from the schedule as though the automatic change
were the result of an amendment. The part of the Participant's Vested Account
resulting from the minimum contributions required pursuant to the MODIFICATION
OF CONTRIBUTIONS SECTION of Article X shall not be forfeited because of a period
of reemployment after benefit payments have begun.

SECTION 10.04--MODIFICATION OF CONTRIBUTIONS.

During any Year in which this Plan is a Top-heavy Plan, the Employer shall make
a minimum contribution or allocation on the last day of the Year for each person
who is a Non-key Employee on that day and who either was or could have been an
Active Participant during the Year. A Non-key Employee is not required to have a
minimum number of hours-of-service or minimum amount of Compensation, or to have
had any Elective Deferral Contributions made for him in order to be entitled to
this minimum. The minimum contribution or allocation for such person shall be
equal to the lesser of (a) or (b) below:

       (a)    Three percent of such person's Compensation (as defined in this
              article).


       (b)    The "highest percentage" of Compensation (as defined in this
              article) for such Year at which the Employer's contributions are
              made for or allocated to any Key Employee. The highest percentage
              shall be determined by dividing the Employer Contributions made
              for or allocated to each Key Employee during such Year by the
              amount of his Compensation (as defined in this article), which is
              not more than the maximum set out above, and selecting the
              greatest quotient (expressed as a percentage). To determine the
              highest percentage, all of the Employer's defined contribution
              plans within the Aggregation Group shall be treated as one plan.
              The provisions of this paragraph shall not apply if this Plan and
              a defined benefit plan of the Employer are required to be included
              in the Aggregation Group and this Plan enables the defined benefit
              plan to meet the requirements of Code Section 401(a)(4) or Code
              Section 410.

       If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution or reallocation shall be required. If the Employer's
contributions and allocations are less than the minimum above and Employer
Contributions under this Plan are allocated to Participants, any Employer
Contributions (other than those which are allocated on the basis of the amount
made for such person) shall be reallocated to provide the minimum. The remaining
Contributions shall
<PAGE>   65
be allocated as provided in the preceding articles of this Plan taking into
account any amount which was reallocated to provide the minimum. If the
Employer's total contributions and allocations are less than the minimum above
after any reallocation provided above, the Employer shall contribute the
difference for the Year.

       The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggregate which are Top-heavy Plans. If an
additional contribution or allocation is required to meet the minimum above, it
shall be provided in this Plan.

       A minimum allocation under a profit sharing plan shall be made without
regard to whether or not the Employer has profits.

       If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Year, the minimum benefits for him
shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis of the lesser of (c)
two percent of his average pay multiplied by his years of service or (d) twenty
percent of his average pay. Average pay and years of service shall have the
meaning set forth in such defined benefit plan for this purpose.

       For purposes of this section, any employer contribution made according to
a salary reduction or similar arrangement shall not apply before the first
Yearly Date in 1985. On and after the first Yearly Date in 1989, any such
employer contributions and employer contributions which are matching
contributions, as defined in Code Section 401(m), shall not apply in determining
if the minimum contribution requirement has been met, but shall apply in
determining the minimum contribution required. Forfeitures credited to a
Participant's Account are treated as employer contributions.

       The requirements of this section shall be met without regard to
contributions under Chapter 2 of the Code (relating to tax on self-employment),
Chapter 21 of the Code (relating to Federal Insurance Contributions Act), Title
II of the Social Security Act or any other Federal or state law.

 SECTION 10.05--MODIFICATION OF CONTRIBUTION LIMITATION.

       If the provisions of subsection (e) of the CONTRIBUTION LIMITATION
SECTION of Article III are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the benefit limitations shall be modified. The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by substituting "1.0" in lieu of "1.25." The optional denominator for
determining the Defined Contribution Plan Fraction shall be modified by
substituting "$41,500" in lieu of "$51,875." In addition, an adjustment shall be
made to the numerator of the Defined Contribution Plan Fraction. The adjustment
is a reduction of that numerator similar to the modification of the Defined
Contribution Plan Fraction described in the CONTRIBUTION LIMITATION SECTION of
Article III, and shall be made with respect to the last Plan Year beginning
before January 1, 1984.

       The modifications in the paragraph above shall not apply with respect to
a Participant so long as employer contributions, forfeitures or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0
<PAGE>   66
       By executing this Plan, the Primary Employer acknowledges having
counseled to the extent necessary with selected legal and tax advisors regarding
the Plan's legal and tax implications.

       Executed this 18 day of September, 2000.


                                      MEMBERWORKS INCORPORATED AND CARD MEMBER
                                      COMPANIES AND SUBSIDIARIES


                                      By: /s/ Thomas Tesoro
                                         -------------------------------------

                                         Senior Vice President Human Resources
                                         -------------------------------------
                                                        Title

                                             Defined Contribution Plan 7.7