<PAGE>   1

                                                                   EXHIBIT 10.16





                                    VIB CORP.
                                   401(k) PLAN






                      Originally Effective January 1, 1989
                       Restated Effective January 1, 1999







<PAGE>   2

                                    VIB CORP.
                                   401(K) PLAN


<TABLE>
<S>                                                                                  <C>
ARTICLE I - PURPOSE...................................................................1
        1.1    Exclusive Benefit......................................................1
        1.2    No Rights Of Employment Granted........................................2
ARTICLE II - DEFINITIONS..............................................................2
        2.1    Accrued Benefit........................................................2
        2.2    Actual Deferral Percentage.............................................2
        2.3    Administrative Committee...............................................3
        2.4    Affiliated Employer....................................................3
        2.5    Average Actual Deferral Percentage.....................................4
        2.6.   Average Contribution Percentage........................................4
        2.7    Board..................................................................4
        2.8    Beneficiary............................................................4
        2.9    Cash-Out...............................................................4
        2.10   Code...................................................................5
        2.11   Company................................................................5
        2.12   Compensation...........................................................5
        2.13   Elective Deferrals.....................................................6
        2.14   Elective Deferrals Account.............................................7
        2.15   Eligible Employee......................................................7
        2.16   Eligibility Computation Period.........................................7
        2.17   Employee...............................................................7
        2.18   Employer...............................................................8
        2.19   Employer Account.......................................................8
        2.20   ERISA................................................................. 9
        2.21   Excess Aggregate Contributions........................................ 9
        2.22   Excess Contributions.................................................. 9
        2.23   Excess Deferral Amount................................................ 9
        2.24   Forfeiture............................................................ 9
        2.25   Highly Compensated Employee........................................... 9
        2.26   Hour Of Service.......................................................11
        2.27   In-Service Distribution...............................................13
        2.28   Leave Of Absence......................................................14
        2.29   Matching Contributions................................................14
        2.30   Matching Contributions Account........................................14
        2.31   Member Company........................................................14
        2.32   Nonhighly Compensated Employee........................................14
</TABLE>




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<TABLE>
<S>                                                                                  <C>
        2.33   Normal Retirement Age.................................................15
        2.34   One (1) Year Break In Service.........................................15
        2.35   Participant...........................................................16
        2.36   Plan..................................................................16
        2.37   Plan Administrative Committee.........................................16
        2.36   Plan Year.............................................................16
        2.39   Predecessor Employer..................................................16
        2.40   Qualified Joint And Survivor Annuity..................................16
        2.41   Qualified Matching Contributions......................................16
        2.42   Qualified Matching Contributions Account..............................17
        2.43   Qualified Nonelective Contributions...................................17
        2.44   Qualified Nonelective Contributions Account...........................17
        2.45   Qualified Pre-Retirement Survivor Annuity.............................17
        2.46   Retirement............................................................17
        2.47   Rollover Account......................................................17
        2.48   Rollover Contribution.................................................17
        2.49   Termination Date......................................................18
        2.50   Total And Permanent Disability........................................18
        2.51   Total Service For Vesting.............................................18
        2.52   Trust.................................................................19
        2.53   Trust Fund............................................................19
        2.54   VIB Corp..............................................................20
        2.55   Year Of Service For Accrual Of Benefits...............................20
        2.56   Year Of Service For Vesting...........................................20
ARTICLE III - ELIGIBILITY TO PARTICIPATE.............................................20
        3.1    Initial Entry.........................................................20
        3.2    Resumption Of Participation...........................................20
ARTICLE IV - CONTRIBUTIONS TO THE TRUST..............................................21
        4.1    Elective Deferrals By Participants....................................21
        4.2    Matching Contributions................................................21
        4.3    Employer Discretionary Contributions To Participants..................22
        4.4    Manner Of Allocation Of Employer Discretionary
               Contributions.........................................................23
        4.5    Annual Limitation On Participant Elective Deferrals...................23
        4.6    Average Actual Deferral Percentage Limitation.........................25
        4.7    Average Contribution Percentage Limitation............................29
        4.8    Multiple Use of Alternative Limitation................................33
        4.9    Permissible Types Of Employer Contributions...........................35
        4.10   Loans To Participants.................................................35
        4.11   Rollover Contributions................................................37
ARTICLE V - ADMINISTRATION OF ACCOUNTS...............................................38
</TABLE>



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<TABLE>
<S>                                                                                  <C>
        5.1    Investments...........................................................38
        5.2    Invest In Single Fund And Reasonable Rules............................38
        5.3    Valuation Of Assets And Allocation Of Changes.........................39
        5.4    Limitations On Allocations To Each Participant........................40
        5.5    Designation Of Beneficiary............................................47
ARTICLE VI - VESTING.................................................................48
        6.1    Certain Accounts One Hundred Percent (100%)Vested.....................48
        6.2    Employer Account Vesting On Death, Retirement, Or Total
               And Permanent Disability..............................................48
        6.3    Employer Account Vesting On Termination...............................48
        6.4    Employer Account And Matching Contributions Account
               Vesting On Termination................................................49
        6.5    Forfeiture For Certain Acts...........................................49
        6.6    Restoration Of Forfeitures............................................49
ARTICLE VII - DISTRIBUTION OF BENEFITS...............................................50
        7.1    Method Of Distribution Of Participant Rollover Account Before
               Termination of Service................................................50
        7.2    Hardship Distribution.................................................50
        7.3    Method Of Distribution Of Accounts....................................52
        7.4    Time of Distribution..................................................54
        7.5    Qualified Joint and Survivor Annuity or Pre-Retirement
                Survivor Annuity.....................................................60
        7.6    Segregation If Installment Distribution...............................68
        7.7    Non-Segregation If Installment Distribution...........................69
        7.8    Distribution After Death Of Participant...............................69
        7.9    Distribution After Death Of Beneficiary...............................69
        7.10   Rollover From Plan....................................................69
        7.11   Suspense Account For Terminated Participants..........................69
        7.12   Unable To Locate Participant Or Beneficiary...........................70
        7.13   Repayment Of Cash-Out.................................................71
        7.14   Qualified Domestic Relations Orders...................................71
        7.15   Direct Rollover.......................................................72
ARTICLE VIII - DUTIES AND AUTHORITY OF TRUSTEE.......................................73
        8.1    Receive Payments......................................................73
        8.2    Value Assets..........................................................73
        8.3    Segregation Of Accounts...............................................73
        8.4    Tax Returns And Reports...............................................75
        8.5    Powers................................................................75
        8.6    Expenses..............................................................76
        8.7    Litigation............................................................77
        8.8    Written Instructions..................................................77
</TABLE>



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<TABLE>
<S>                                                                                  <C>
        8.9    Appointment of Investment Manager.....................................77
        8.10   Removal And Resignation Of The Trustee................................77
        8.11   Participant Directed Accounts.........................................77
ARTICLE IX - DUTIES AND AUTHORITY OF ADMINISTRATIVE
             COMMITTEE...............................................................78
        9.1    Appointment...........................................................78
        9.2    No Discrimination.....................................................78
        9.3    Majority Action.......................................................78
        9.4    Powers................................................................79
        9.5    Filing Reports........................................................79
        9.6    Records And Information...............................................79
        9.7    Information To Participants...........................................79
        9.8    Compensation Of Members...............................................79
        9.9    Review Of Participant's Claims........................................81
ARTICLE X - MODIFICATIONS FOR TOP-HEAVY PLANS........................................81
        10.1   Application Of Article................................................81
        10.2   Definitions...........................................................81
               A.  Key employee......................................................81
               B.  Annual Compensation...............................................82
               C.  Top-Heavy plan....................................................82
               D.  Top-Heavy ratio...................................................82
               E.  Permissive Aggregation Group......................................84
               F.  Required Aggregation Group........................................84
               G.  Determination Date................................................84
               H.  Non-Key Employee..................................................84
        10.3   Accelerated Vesting...................................................84
        10.4   Minimum Contributions.................................................85
        10.5   Limitation On Compensation Taken Into Account Under
               Plan..................................................................86
        10.6   Modification Of Defined Benefit And Defined Contribution
               Fraction..............................................................87
ARTICLE XI - AMENDMENT AND TERMINATION...............................................88
        11.1   Rights To Suspend Or Terminate Plan...................................88
        11.2   Successor Corporation.................................................88
        11.3   Amendment.............................................................88
        11.4   One Hundred Percent (.89%) Vesting On Termination Of Plan.............89
        11.5   Plan Merger Or Consolidation..........................................89
ARTICLE XII - MISCELLANEOUS..........................................................89
        12.1   Laws of  California To Apply..........................................89
        12.2   Credit For Qualified Military Service.................................90
</TABLE>



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<TABLE>
<S>                                                                                  <C>
        12.3   Participant Cannot Transfer Or Assign Benefits........................90
        12.4   Right To Perform Alternative Acts.....................................90
        12.5   Reversion Of Contributions Under Certain Circumstances................90
        12.6   Plan Administrative Committee Agent For Service of Process............91
        12.7   Filing Tax Returns And Reports........................................91
        12.8   Indemnification.......................................................91
        12.9   Number And Gender.....................................................92
</TABLE>



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<PAGE>   7


                              AMENDED AND RESTATED
                                    VIB CORP.
                                   401(K) PLAN



This Profit Sharing Plan and Trust Agreement with 401(k) and 401(m) features by
and between VIB Corp., a corporation of the State of California, having its
principal place of business at 1498 Main Street, El Centro, California 92243,
herein called "Employer" and Dennis L. Kern, Stephen Ellison, Janice S. Grady
and R. A. Pederson, herein called "Trustee," is hereby amended and restated.

                                    RECITALS

WHEREAS, the Employer adopted a profit sharing plan with 401(k) and 401(m)
features effective January 1, 1989;

WHEREAS, the Employer amended and restated the profit sharing plan with 401(k)
and 401(m) features effective January 1, 1995;

WHEREAS, Employer desires to amend and restate the profit-sharing plan with
401(k) and 401(m) features it has previously established to rename the Plan the
VIB Corp. 401(k) Plan and to conform to changes required by the Uniformed
Service Employment and Reemployment Rights Act (USERRA), the Uruguay Round
Agreements Act of '94 (GATT), the Small Business Job Protection Act of 1996
(SBJPA '96) and the Taxpayer Relief Act of 1997 (TRA '97) and other applicable
laws, regulations, and administrative authority;

THEREFORE, effective January 1, 1999 with certain provisions effective
retroactively to January 1, 1997, and, except as otherwise stated in the Plan,
Employer hereby amends and restates its existing profit-sharing plan with 401(k)
and 401(m) features and trust as follows:


                               ARTICLE I - PURPOSE


1.1     Exclusive Benefit.

        This Plan has been executed for the exclusive benefit of the
        Participants hereunder and their Beneficiaries. This Plan shall be
        interpreted in a manner consistent with this intent and with the
        intention of the Employer that this Plan satisfy Internal Revenue Code
        (Code) section 401 and section 501. Under no circumstances shall the
        Trust Fund ever revert to or be used or enjoyed by the Employer, except
        as provided in the Reversion Of Contributions section of Article XII.





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<PAGE>   8

        This Plan is an individual account plan and is intended to qualify as an
        "Eligible Individual Account Plan" as defined in ERISA section 407(d).
        As such, this Plan (i) shall not constitute a component of any
        floor-offset arrangement of qualified plans, (ii) shall be eligible to
        invest any or all of its trust assets in "Qualifying Employer
        Securities" as defined in section 407(d)(5) of ERISA, and (iii) shall be
        otherwise exempt from the diversification requirements of ERISA section
        404(a)(1)(C) and the prohibited transaction rules of Code section
        4975(c) with regard to such Qualifying Employer Securities pursuant to
        Code section 4975(d)(13) and ERISA section 408(e).

1.2     No Rights Of Employment Granted.

        The establishment of this Plan shall not be considered as giving any
        employee the right to be retained in the service of the Employer.


                            ARTICLE II - DEFINITIONS


2.1     Accrued Benefit.

        The "Accrued Benefit" is the amount credited to the Employer Account,
        Elective Deferrals Account, Matching Contributions Account, Participant
        After-Tax Account, Qualified Nonelective Contributions Account and
        Rollover Account (collectively the "Accounts") of the Participant, as
        applicable.

2.2     Actual Deferral Percentage.

        The "Actual Deferral Percentage" of each Highly Compensated Employee who
        is a Participant is the ratio, expressed as a percentage, of

        A.      The amount of Employer contributions actually paid over to the
                Trust on behalf of such Participant for the current Plan Year;
                to

        B.      The Participant's Compensation for such Plan Year (whether or
                not the Employee was a Participant for the entire Plan Year).

        The Actual Deferral Percentage of each Nonhighly Compensated Employee
        (as of the prior Plan Year) who is a Participant is the ratio, expressed
        as a percentage, of

        A.      The amount of Employer contributions actually paid over to the
                Trust on behalf of such Participant for the prior Plan Year to

        B.      The Participant's Compensation for such current Plan Year
                (whether or not the Employee was a Participant for the entire
                Plan Year).



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        Employer contributions on behalf of any Participant shall include:

        A.      Any Elective Deferrals made pursuant to the Participant's
                deferral election (including Excess Deferral Amounts of Highly
                Compensated Employees), but excluding

                (1)     Excess Deferral Amounts of Nonhighly Compensated
                        Employees that arise solely from Elective Deferrals made
                        under the Plan or plans of this Employer and

                (2)     Elective Deferrals that are taken into account in the
                        Average Contribution Percentage test (provided the
                        Average Actual Deferral Percentage test is satisfied
                        both with and without exclusion of these Elective
                        Deferrals); and

        B.      At the election of the Employer, Qualified Nonelective
                Contributions and/or Qualified Matching Contributions.

        For purposes of computing the Actual Deferral Percentage, an Employee
        who would be a Participant but for the failure to make Elective
        Deferrals shall be treated as a Participant on whose behalf no Elective
        Deferrals are made. The Actual Deferral Percentage of each Eligible
        Employee shall be rounded to the nearest hundredth (100th) of one
        percent (1%) of such Employee's Compensation.

        If elected by the Employer in writing in the form of a Plan amendment,
        the Actual Deferral Percentage for Nonhighly Compensated Employees will
        be determined based on the ratio of the Employer contributions for the
        current Plan Year (rather than the prior Plan Year) to the Participant's
        Compensation for the current Plan Year (rather than the prior Plan
        Year). Once made, this election can only be undone if the plan meets the
        requirements for changing to Prior Year Testing set forth in Notice 98-1
        (or superseding guidance).

        A Participant is a Highly Compensated Employee for a particular Plan
        Year if he meets the definition of a Highly Compensated Employee in
        effect for that Plan Year. Similarly, a Participant is a Nonhighly
        Compensated Employee for a particular Plan Year if he does not meet the
        definition of a Highly Compensated Employee in effect for that Plan
        Year.

2.3     Administrative Committee.

        The "Administrative Committee" shall refer to the Administrative
        Committee, as defined in Article IX.

2.4     Affiliated Employer.

        "Affiliated Employer" shall mean the Employer and any corporation which
        is a member of a controlled group of corporations (as defined in Code
        section 414(b)) which includes the Employer;




                                      -3-
<PAGE>   10

        any trade or business (whether or not incorporated) which is under
        common control (as defined in Code section 414(c)) with the Employer;
        any organization (whether or not incorporated) which is a member of an
        affiliated service group (as defined in Code section 414(m)) which
        includes the Employer; and any other entity required to be aggregated
        with the Employer pursuant to regulations under Code section 414(o).

2.5     Average Actual Deferral Percentage.

        "Average Actual Deferral Percentage" shall mean, for a specified group
        of Eligible Employees for a Plan Year, the average of the Actual
        Deferral Percentages (calculated separately for each Participant in such
        group). The Average Actual Deferral Percentage of the Eligible Employees
        shall be rounded to the nearest hundredth (100th) of one percent (1%).

2.6.    Average Contribution Percentage.

        "Average Contribution Percentage" shall mean, for a specified group of
        Eligible Employees for a Plan Year, the average of the Contribution
        Percentages (calculated separately for each Participant in such group).
        The Average Contribution Percentage of the Eligible Employees shall be
        rounded to the nearest one hundredth (100th) of one percent (1%).

2.7     Board.

        "Board" or "Board Of Directors" shall mean the Board Of Directors of VIB
        Corp. as constituted from time to time.

2.8     Beneficiary.

        A "Beneficiary" is any person, estate or trust who by operation of law,
        or under the terms of the Plan, or otherwise, is entitled to receive any
        Accrued Benefit of a Participant under the Plan. A "designated
        Beneficiary" is any individual designated or determined in accordance
        with Article V, except that it shall not include any person who becomes
        a beneficiary by virtue of the laws of inheritance or intestate
        succession.

2.9     Cash-Out.

        A "Cash-Out" may be involuntary or voluntary.

        An involuntary Cash-Out is a distribution of the Accrued Benefit to a
        former Participant which meets the following requirements:

        A.      The former Participant's entire non-forfeitable Accrued Benefit
                is distributed to him,





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<PAGE>   11

        B.      The present value of the non-forfeitable Accrued Benefit of the
                Participant does not exceed, or at the time of any prior
                distribution did not exceed, thirty-five hundred dollars
                ($3,500) in Plan Years beginning before August 6, 1997 or five
                thousand dollars ($5,000) in Plan Years beginning after August
                5, 1997, and

        C.      The distribution is made on account of the Employee's
                termination of participation in the Plan.

        A voluntary Cash-Out is a distribution of the entire Accrued Benefit to
        a former Participant which meets the following requirements:

        A.      The former Participant has voluntarily elected to receive the
                distribution, and

        B.      The distribution is made on account of the Employee's
                termination of participation in the Plan.

2.10    Code.

        "Code" refers to the Internal Revenue Code of 1986, as amended.

2.11    Company.

        "Company" shall mean VIB Corp. and any other Affiliated Employer that is
        a Member Company designated by the Board Of Directors as participating
        in this Plan.

2.12    Compensation.

        "Compensation" refers to all Compensation paid during the year under
        consideration as W-2 income by the Employer to an Employee but excluding
        director's fees and including amounts deferred pursuant to Code section
        402(e)(3) (with respect to cash or deferred arrangements as defined in
        Code section 401(k)(2)), Code section 402(h) (with respect to simplified
        employee pension plans) or Code section 403(b), or contributed to any
        welfare benefit plans maintained by the Employer through a reduction in
        the Employee's Compensation which, pursuant to Code section 125, are not
        included in the gross income of the Employee for the taxable year in
        which such amounts are contributed. It excludes all contributions by the
        Employer to the Plan and to any other retirement or deferred
        compensation plan maintained by the Employer.

        Compensation shall include only that Compensation which is actually paid
        to the Participant during the determination period. For purposes of this
        section, the determination period shall mean the Plan Year.




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<PAGE>   12

        If the Compensation for any prior determination period is taken into
        account in determining an Employee's allocations or benefits for the
        current determination period, the Compensation for such prior year is
        subject to the applicable annual Compensation limit in effect for that
        prior year.

        For 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 determination
        period shall not exceed two hundred thousand dollars ($200,000). This
        limitation shall be adjusted by the Secretary at the same time and in
        the same manner as under Code section 415(d), except that the dollar
        increase in effect on January 1 of any calendar year is effective for
        years beginning in such calendar year and the first adjustment to the
        two hundred thousand dollars ($200,000) limitation is effected on
        January 1, 1990.

        For Plan Years beginning on or after January 1, 1994, the annual
        Compensation of each Employee taken into account under the Plan shall
        not exceed one hundred fifty thousand dollars ($150,000), as 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 twelve (12) months,
        over which Compensation is determined (determination period) beginning
        in such calendar year.

        If Compensation for any prior determination period is taken into account
        in determining an Employee's benefits accruing in the current Plan Year,
        the Compensation for that prior determination period is subject to the
        OBRA '93 annual compensation limit in effect for that prior
        determination period. For this purpose, for determination periods
        beginning before the first (1st) day of the first (1st) Plan Year
        beginning on or after January 1, 1994, the OBRA '93 annual compensation
        limit is one hundred fifty thousand dollars ($150,000).

        If the period for determining Compensation used in calculating an
        Employee's allocation for a determination period is a short Plan Year
        (i.e., shorter than twelve (12) months), the annual Compensation limit
        is an amount equal to the otherwise applicable annual Compensation limit
        multiplied by the fraction, the numerator of which is the number of
        months in the short Plan Year, and the denominator of which is twelve
        (12).

        Net earnings shall be determined with regard to the deduction allowed to
        the taxpayer by Code section 164(f) for taxable years beginning after
        December 31, 1989.

2.13    Elective Deferrals.

        "Elective Deferrals" shall mean any Employer contributions made to the
        Plan at the election of the Participant, in lieu of cash compensation,
        and shall include contributions made pursuant to a salary reduction
        agreement or other deferral mechanism. With respect to any taxable year,
        a Participant's Elective Deferral is the sum of all Employer
        contributions made on behalf of such 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




                                      -6-
<PAGE>   13

        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 the
        behalf of a Participant for the purchase of an annuity contract under
        Code section 403(b) pursuant to a salary reduction agreement. Elective
        Deferrals shall not include any deferrals properly distributed as excess
        annual additions.

2.14    Elective Deferrals Account.

        The "Elective Deferrals Account" is the separate account maintained for
        each Participant to which all Elective Deferrals shall be allocated.

2.15    Eligible Employee.

        "Eligible Employee" shall mean any Employee of the Employer who is
        otherwise authorized under the terms of the Plan to have Elective
        Deferrals allocated to his account for all or any portion of the Plan
        Year with respect to computing the Average Actual Deferral Percentage.
        An Employee who would be eligible to make Elective Deferrals but for a
        suspension due to a distribution, a loan, or an election not to
        participate in the Plan, will not fail to be an Eligible Employee for
        purposes of the Annual Limitation On Participant Elective Deferrals,
        Average Actual Deferral Percentage Limitation, Average Contribution
        Percentage Limitation and Multiple Use Of Alternative Limitation
        sections in Article IV below for a Plan Year merely because the Employee
        may not make an Elective Deferral by reason of such suspension. Further,
        an Employee will not fail to be an Eligible Employee merely because the
        Employee may receive no additional annual additions pursuant to the
        Limitations On Allocations To Each Participant section of Article V.

2.16    Eligibility Computation Period.

        An "Eligibility Computation Period" means the three (3) consecutive
        month period during which the Employee is continuously employed by the
        Company or a Member Company, beginning on the Employees employment
        commencement date. This shall also be referred to as the Employee's
        Eligibility Period.

        The Plan credits Hours of Service for this definition with the following
        Predecessor Employers: First National Bank (Coachella), California
        Commerce Bank, Bank of the Desert, N.A., Wells Fargo Bank, Palm Desert
        National Bank, Fremont Investment and Loan, Bank of Stockdale, F.S.B.,
        and Kings River State Bank.

2.17    Employee.

        "Employee" shall mean any employee of the Employer or of any other
        employer required to be aggregated with such Employer under Code
        sections 414(b), (c), (m) or (o). An "Employee" is an individual who
        would be an Employee but who is on a Leave of Absence. Directors acting
        solely in that capacity, "On-Call employees," and independent
        contractors shall not be Employees.




                                      -7-
<PAGE>   14

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

        The term "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 (1) year, and such services are
        performed under primary direction or control by the recipient.
        Contributions or benefits provided a leased employee by the leasing
        organization which are attributable to services 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
                maintained by the leasing organization providing:

                1.      A nonintegrated employer contribution rate of at least
                        ten percent (10%) 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
                        section 125, Code section 402(e)(3), Code section
                        402(h), or Code section 403(b),

                2.      Immediate participation, and

                3.      Full and immediate vesting; and

        B.      Leased employees do not constitute more than twenty percent
                (20%) of the recipient's nonhighly compensated workforce.

        No Eligible Employee of an Affiliated Employer shall become a
        Participant in the Plan for purposes of counting Compensation or for
        purposes of accrual of benefits prior to the effective date such
        Affiliated Employee is designated by the Board Of Directors as a Member
        Company whose employees may participate in the Plan.

2.18    Employer.

        The "Employer" shall mean the Company or the Member Company which
        employs the Employee.

2.19    Employer Account.


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<PAGE>   15

        The "Employer Account" is the separate account maintained for each
        Participant to which all Employer contributions (excluding Elective
        Deferrals) shall be allocated and to which Forfeitures may be
        reallocated.

2.20    ERISA.

        "ERISA" refers to the Employee Retirement Income Security Act of 1974,
        as amended.

2.21    Excess Aggregate Contributions.

        "Excess Aggregate Contributions" shall mean the amount described in the
        Matching Contributions section.

2.22    Excess Contributions.

        "Excess Contributions" shall mean the amount described in the Matching
        Contributions section.

2.23    Excess Deferral Amount.

        "Excess Deferral Amount" shall mean the amount described in the Matching
        Contributions section.

2.24    Forfeiture.

        "Forfeiture" refers to the amount of non-vested Accrued Benefits in a
        Participant's Employer Account and the Matching Contributions Account
        which are reallocated to reduce Employer Contributions.

2.25    Highly Compensated Employee.

        A "Highly Compensated Employee" means a Highly Compensated Active
        Employee and a Highly Compensated Former Employee.

        For this purpose the applicable year of the Plan for which a
        determination is being made is called a determination year and the
        preceding twelve (12) month period is called a look-back year. The
        determination year shall be the Plan Year. The look-back year shall be
        the twelve (12) month period immediately preceding the determination
        year, or, if elected by the Employer, the calendar year ending with or
        within the applicable determination year (or, in the case of a
        determination year that is shorter than twelve (12) months, the calendar
        year ending with or within the twelve (12) month period ending with the
        end of the applicable determination year).

        For Plan Years before 1997, a Highly Compensated Active Employee
        includes any Employee who performs service for the Employer during the
        determination year and who, during the look-back year:




                                      -9-
<PAGE>   16

        A.      Received Compensation from the Employer in excess of
                seventy-five thousand dollars ($75,000) (as adjusted pursuant to
                Code section 415(d));

        B.      Received Compensation from the Employer in excess of fifty
                thousand dollars ($50,000) (as adjusted pursuant to Code section
                415(d)) and was a member of the top-paid group for such year; or

        C.      Was an officer of the Employer or an Affiliated Employer and
                received Compensation during such year that is greater than
                fifty percent (50%) of the dollar limitation in effect under
                Code section 415(b)(1)(A).

        The term "Highly Compensated Active Employee" also includes:

        A.      Employees who are both described in the preceding sentence if
                the term "determination year" is substituted for the term
                "look-back year" and the employee is one of the one hundred
                (100) Employees who received the most Compensation from the
                Employer or Affiliated Employer during the determination year;
                and

        B.      Employees who are five percent (5%) owners at any time during
                the look-back year or determination year.

        If no officer has satisfied the Compensation requirement of paragraph 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.

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

        Effective for years beginning after December 31, 1996, the term Highly
        Compensated Employee means any Employee who:

        A.      Was a five percent (5%) owner at any time during the Plan Year
                or the preceding Plan Year, or

        B.      For the preceding Plan Year had Compensation from the Employer
                in excess of eighty thousand dollars ($80,000) and was in the
                top-paid group for the preceding Plan Year. The eighty thousand
                dollars ($80,000) amount is adjusted at the same time and in the
                same manner as under Code section 415(d), except that the base
                period is the calendar quarter ending September 30, 1996.




                                      -10-
<PAGE>   17

        The term "top-paid group" includes all employees who are among the
        highest paid twenty percent (20%), but excluding the following employees
        unless the Employer elects not to exclude them:

        A.      Employees who have not completed six (6) months of service;

        B.      Employees who normally work less than seventeen and one-half
                (17-1/2) hours per week;

        C.      Employees who normally work not more than six (6) months a year;

        D.      Employees who are included in a unit of employees covered by a
                collective bargaining agreement, except as otherwise provided in
                the regulations;

        E.      Employees who have not attained the age of twenty-one (21); and

        F.      Employees who are nonresident aliens and receive no U.S.-source
                earned income from the Employer.

        For purposes of this section, "Compensation" has the meaning given that
        term by Code section 415(c)(3), and includes amounts deferred pursuant
        to Code section 402(e)(3) (with respect to cash or deferred arrangements
        as defined in Code section 401(k)(2)), Code section 402(h) (with respect
        to simplified employee pension plans) or Code section 403(b), or
        contributed to any welfare benefit plans maintained by the Employer
        through a reduction in the Employee's Compensation which, pursuant to
        Code section 125, are not included in the gross income of the Employee
        for the taxable year in which such amounts are contributed.

        A Highly Compensated Former Employee is based on the rules applicable to
        determining Highly Compensated Employee status as in effect for that
        determination year, in accordance with temporary Treasury Regulations
        section 1.414(q)-1T, A-4 and IRS Notice 97-45.

        In determining whether an employee is a Highly Compensated Employee for
        years beginning in 1997, the amendments to Code section 414(q) stated
        above are treated as having been in effect for years beginning in 1996.

        A highly Compensated Former Employee includes 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 fifty-fifth (55th) birthday.

2.26    Hour Of Service.

        "Hour of Service" means:




                                      -11-
<PAGE>   18

        A.      Each hour for which an Employee is paid, or entitled to payment,
                for the performance of duties for the Employer. These hours will
                be credited to the Employee for the computation period in which
                the duties are performed;

        B.      Each hour for which an Employee is paid, or entitled to payment,
                by the Employer on account of a period of time during which no
                duties are performed (irrespective of whether the employment
                relationship has terminated) due to vacation, holiday, illness,
                incapacity (including disability), layoff, jury duty, military
                duty or Leave of Absence with pay. No more than five hundred one
                (501) Hours of Service will be credited under this subsection B
                for any single continuous period (whether or not such period
                occurs in a single computation period). Hours under this
                subsection B will be calculated and credited pursuant to section
                2530.200b-2 of the Department of Labor Regulations which is
                incorporated herein by this reference;

        C.      Each hour for which back pay, irrespective of mitigation of
                damages, is either awarded or agreed to by the Employer. The
                same Hours of Service will not be credited both under subsection
                A or subsection B, as the case may be, and under this subsection
                C. These hours will be credited to the Employee for the
                computation periods to which the award or agreement pertains
                rather than the computation period in which the award, agreement
                or payment is made; and

        D.      Each hour prior to or after the effective date of this Plan for
                which an Employee was directly or indirectly paid or entitled to
                be paid by the Predecessor Employer, except that such hours
                prior to the effective date of this Plan shall not be considered
                for the purposes of determining Hours of Service for Accrual of
                Benefits or Years of Service for Vesting.

        Hours of Service will be credited for employment with other members of
        an affiliated service group (under Code section 414(m)), a controlled
        group of corporations (under Code section 414(b)), or a group of trades
        or businesses under common control (under Code section 414(c)) of which
        the adopting Employer is a member, and any other entity required to be
        aggregated with the Employer pursuant to Code section 414(o).

        Hours of Service will also be credited for any individual considered an
        Employee for purposes of this Plan under Code section 414(n) or Code
        section 414(o).

        Solely for purposes of determining whether a One (1) Year Break in
        Service, as defined in the One (1) Year Break In Service section below,
        for participation and vesting purposes has occurred in a computation
        period, an individual who is absent from work for maternity or paternity
        reasons shall receive credit for the Hours of Service in accordance with
        the second paragraph of the One (1) Year Break In Service section below.

        Service will be determined on the basis of actual hours for which an
        Employee is paid or entitled to payment.




                                      -12-
<PAGE>   19

        "Hour of Service" shall mean each hour for which an Employee is paid or
        entitled to payment for the performance of duties for the Employer.

        For purposes of determining an Employee's initial or continued
        eligibility to participate in the Plan or the nonforfeitable interest in
        the Participant's Accrued Benefit in the Employer Account, an Employee
        will receive credit for the aggregate of all time period(s) commencing
        with the Employee's first (1st) day of employment or reemployment and
        ending on the date a One (1) Year Break in Service begins. The first
        (1st) day of employment or reemployment is the first (1st) day the
        Employee performs an Hour of Service. An Employee will also receive
        credit for any period of severance of less than twelve (12) consecutive
        months. Fractional periods of a year will be expressed in terms of days.

        A period of severance is a continuous period of time during which the
        Employee is not employed by the Employer. Such period begins on the date
        the Employee retires, dies, quits or is discharged, or if earlier, the
        twelve (12) month anniversary of the date on which the Employee was
        otherwise first absent from service.

        In the case of an individual who is absent from work for maternity or
        paternity reasons, as further defined in the Leave Of Absence section in
        this Article, the twelve (12) consecutive month period beginning on the
        first (1st) anniversary of the first (1st) date of such absence shall
        not constitute a One (1) Year Break in Service.

        If the Employer is a member of an affiliated service group (under Code
        section 414(m)), a controlled group of corporations (under Code section
        414(b)), a group of trades or businesses under common control (under
        Code section 414(c)) or any other entity required to be aggregated with
        the Employer pursuant to Code section 414(o), service will be credited
        for any employment for any period of time for any other member of such
        group. Service will also be credited for any individual required under
        Code section 414(n) or Code section 414(o) to be considered an Employee
        of any Employer aggregated under Code section 414(b), (c), or (m).

        If the Employer maintains the plan of a predecessor employer, service
        with such employer will be treated as service for the Employer.

2.27    In-Service Distribution.

        An "In-Service Distribution" is a distribution which is made to an
        active Employee who has attained the age of fifty-nine and one-half
        (59-1/2). The Participant must request in writing directed to the
        Administrative Committee an In-Service Distribution. An In-Service
        Distribution may only be made from the Participant's Employer Account
        and his Matching Contributions Account. In-Service Distributions are
        only allowed from Accounts that are one hundred percent (100%) vested.




                                      -13-
<PAGE>   20

2.28    Leave Of Absence.

        A "Leave of Absence" shall refer to that period during which the
        Participant is absent without Compensation and for which the
        Administrative Committee, in its sole discretion has determined him to
        be on a "Leave of Absence" instead of having terminated his employment.
        (However, such discretion of the Administrative Committee shall be
        exercised in a nondiscriminatory manner.) In all events, a Leave of
        Absence by reason of service in the armed forces of the United States
        shall end no later than the time at which a Participant's reemployment
        rights as a member of the armed forces cease to be protected by law and
        a Leave of Absence for any other reason shall end after six (6) months,
        except that if the Participant resumes employment with the Employer
        prior thereto, the Leave of Absence shall end on such date of resumption
        of employment. The date that the Leave of Absence ends shall be deemed
        the Termination Date if the Participant does not resume employment with
        the Employer. In determining a Year of Service for Accrual of Benefits,
        all such Leaves of Absence shall be considered to be periods when the
        Employee is a Participant.

2.29    Matching Contributions.

        "Matching Contributions" are contributions by the Employer which are
        made to Participants who have made Elective Deferrals for the Plan Year,
        as further described in the Eligibility To Participate Article, below.

2.30    Matching Contributions Account.

        The "Matching Contributions Account" is the separate account maintained
        for each Participant to which all Matching Contributions shall be
        allocated and to which Forfeitures may be reallocated.

2.31    Member Company.

        "Member Company" shall mean VIB Corp., Valley Independent Bank, First
        National Bank (Coachella), California Commerce Bank, Bank of the Desert,
        N.A., Wells Fargo Bank, Palm Desert National Bank, Fremont Investment
        and Loan, and the Bank of Stockdale, F.S.B., and beginning in the year
        2000, Kings River State Bank and any Affiliated Company later designated
        by the Board Of Directors in this section as participating in this Plan.

2.32    Nonhighly Compensated Employee.

        A "Nonhighly Compensated Employee" shall mean an Employee of the
        Employer who is neither a Highly Compensated Employee nor a Family
        Member.



                                      -14-
<PAGE>   21

2.33    Normal Retirement Age.

        The "Normal Retirement Age" shall be the time at which the Participant
        attains sixty-five (65) years of age.

2.34    One (1) Year Break In Service.

        A "One (1) Year Break In Service" means a Plan Year in which the
        Participant has not completed more than five hundred (500) Hours of
        Service, except that in determining a One (1) Year Break In Service for
        purposes of eligibility, the initial eligibility computation period is
        the twelve (12) consecutive month period beginning on the date the
        Employee first (1st) performs an Hour of Service for the Employer
        (employment commencement date) and each anniversary thereof. For
        purposes of determining a One (1) Year Break In Service for
        Participation, the succeeding twelve (12) consecutive month periods
        commence with the first (1st) Plan Year which commences prior to the
        first (1st) anniversary of the Employee's employment commencement date
        (regardless of whether the Employee is entitled to be credited with one
        thousand (1,000) Hours of Service during the initial eligibility
        computation period).

        Solely for purposes of determining whether a One (1) Year Break In
        Service, as defined in this section, for participation and vesting
        purposes has occurred in a computation period, an individual who is
        absent from work for maternity or paternity reasons shall receive credit
        for the Hours of Service which would otherwise have been credited to
        such individual but for such absence, or in any case in which such hours
        cannot be determined, eight (8) Hours of Service per day of such
        absence. For purposes of this paragraph, an absence from work for
        maternity or paternity reasons means an absence

        A.      By reason of the pregnancy of the individual,

        B.      By reason of a birth of a child of the individual,

        C.      By reason of the placement of a child with the individual in
                connection with the adoption of such child by such individual,
                or

        D.      For purposes of caring for such child for a period beginning
                immediately following such birth or placement.

        The Hours of Service credited under this paragraph shall be credited

        A.      In the computation period in which the absence begins if the
                crediting is necessary to prevent a One (1) Year Break in
                Service in that period, or

        B.      In all other cases, in the following computation period.




                                      -15-
<PAGE>   22

2.35    Participant.

        A "Participant" shall refer to every Employee or former Employee who has
        met the applicable participation requirements of Article III.

2.36    Plan.

        "Plan" refers to this VIB Corp. 401(k) Plan.

2.37    Plan Administrative Committee.

        The "Plan Administrative Committee" shall be the Administrative
        Committee, unless a different person is designated Plan Administrative
        Committee in a resolution adopted by the board of directors of the
        Employer, and such person accepts the designation in writing.

2.38    Plan Year.

        A "Plan Year" is the period from the first (1st) day of January to the
        last day of December, annually.

2.39    Predecessor Employer.

        "Predecessor Employer" refers to the First National Bank (Coachella),
        California Commerce Bank, Bank of the Desert, N.A., Wells Fargo Bank,
        Palm Desert National Bank, Fremont Investment and Loan, the Bank of
        Stockdale, F.S.B., and beginning in the year 2000 Plan Year, Kings River
        State Bank.

2.40    Qualified Joint And Survivor Annuity.

        A "Qualified Joint and Survivor Annuity" is an immediate annuity for the
        life of the Participant with a survivor annuity for the life of the
        Participant's spouse which is one hundred percent (100%) of the amount
        of the annuity which is payable during the joint lives of the
        Participant and the Participant's spouse and which is the amount of
        benefit which can be purchased with the Participant's vested Accrued
        Benefit. However, if the Participant so elects, the percentage(s) of the
        survivor annuity of the Qualified Joint and Survivor Annuity under the
        Plan shall be fifty percent (50%), seventy-five percent (75%), one
        hundred percent (100%); provided that the Qualified Joint and Survivor
        Annuity shall be the actuarial equivalent of the Qualified Joint and
        Survivor Annuity described in the first (1st) sentence of this section.

2.41    Qualified Matching Contributions.




                                      -16-
<PAGE>   23

        "Qualified Matching Contributions" shall mean Matching Contributions
        which are subject to the distribution and nonforfeitability requirements
        under Code section 401(k) when made, and the eligibility for, and
        allocation of, are in accordance with section entitled Matching
        Contributions.

2.42    Qualified Matching Contributions Account.

        The "Qualified Matching Contributions Account" is the separate account
        maintained for each Participant to which all Qualified Matching
        Contributions shall be allocated.

2.43    Qualified Nonelective Contributions.

        "Qualified Nonelective Contributions" are contributions (other than
        Elective Deferrals, Matching Contributions, or Qualified Matching
        Contributions) made by the Employer and allocated to Participants'
        Accounts that are nonforfeitable when made; and that are allocable in
        accordance with the Manner Of Allocation section below and distributable
        only in accordance with the distribution provisions that are applicable
        to Elective Deferrals.

2.44    Qualified Nonelective Contributions Account.

        The "Qualified Nonelective Contributions Account" is the separate
        account maintained for each Participant to which all Qualified
        Nonelective Contributions shall be allocated.

2.45    Qualified Pre-Retirement Survivor Annuity.

        A "Qualified Pre-Retirement Survivor Annuity" is a survivor annuity for
        the life of the surviving spouse of the Participant which is the
        actuarial equivalent of the vested Accrued Benefit of the Participant.

2.46    Retirement.

        "Retirement" refers to the termination of employment of a Participant
        who has attained at least the Normal Retirement Age. The Participant may
        work beyond Normal Retirement Age, in which case Employer contributions
        (and Forfeitures as applicable under the Plan) shall continue to be
        allocated to the Employer Account of the Participant.

2.47    Rollover Account.

        The "Rollover Account" is a separate account maintained for any
        Participant to which all Rollover Contributions, if any, shall be
        allocated.

2.48    Rollover Contribution.

        "Rollover Contribution" means:




                                      -17-
<PAGE>   24

        A.      Amounts transferred to this Plan directly from another qualified
                corporate or qualified noncorporate plan;

        B.      Lump sum distributions received by an Employee from another
                qualified plan which are eligible for tax-free rollover
                treatment and which are transferred by the Employee to this Plan
                within sixty (60) days following his receipt thereof;

        C.      Amounts transferred to this Plan from a conduit individual
                retirement account, provided that such account has no assets
                other than assets which were previously distributed to the
                Employee by another qualified plan; and further provided that
                such amounts met the applicable requirements of Code section
                408(d)(3) for rollover treatment on transfer to the conduit
                individual retirement account; and

        D.      Amounts distributed to an Employee from a conduit individual
                retirement account meeting the requirements of subsection C
                above which are transferred by the Employee to this Plan within
                sixty (60) days of his receipt from such account.

2.49    Termination Date.

        The "Termination Date" shall be the date on which the earliest of the
        following events occurs:

        A.      A Participant's retirement,

        B.      A Participant's termination of employment as a result of Total
                and Permanent Disability,

        C.      A Participant's death, or

        D.      A Participant's termination of employment for any other reason.

2.50    Total And Permanent Disability.

        "Total and Permanent Disability" shall refer to the Participant
        suffering from a physical or mental condition as determined by the
        Administrative Committee in a nondiscriminatory manner, based upon
        appropriate medical reports and examinations, which may be expected to
        result in death or be of long and indefinite duration and which renders
        the Participant incapable of performing any substantial gainful activity
        for purposes of Code section 72(m)(7).

2.51    Total Service For Vesting.

        "Total Service for Vesting" shall mean the sum of each separate Year of
        Service for Vesting credited to the Participant. In the case of a
        Participant who has five (5) consecutive One (1) Year Breaks in Service,
        all Years of Service for Vesting after such One (1) Year Breaks in
        Service will




                                      -18-
<PAGE>   25

        be disregarded for the purpose of vesting the Accrued Benefit in the
        Employer Account that accrued before such breaks, but both pre-break and
        post-break service will count for the purposes of vesting the Accrued
        Benefit in the Employer Account that accrues after such breaks. Both
        accounts will share in the earnings and losses of the Trust Fund.

        In the case of a Participant who does not have five (5) consecutive One
        (1) Year Breaks in Service, both the pre-break and post-break service
        will count in vesting both the pre-break and post-break Accrued Benefit
        in the Employer Account.

2.52    Trust.

        "Trust" means the Trust created under this Profit-Sharing Plan and Trust
        Agreement.

2.53    Trust Fund.

        The "Trust Fund" consists of the assets of the Plan held in the Trust.



                                      -19-
<PAGE>   26

2.54    VIB Corp.

        "VIB Corp." shall mean VIB Corp., the holding company of Valley
        Independent Bank.

2.55    Year Of Service For Accrual Of Benefits.

        A "Year Of Service For Accrual of Benefits" means a Plan Year during
        which the Employee had not less than one thousand (1,000) Hours of
        Service as a Participant. If the Participant entered the Plan other than
        on the first (1st) day of the Plan Year, all Hours of Service rendered
        by the Participant during that Plan Year, whether or not rendered as a
        Participant, shall be treated as if they were Hours of Service as a
        Participant.

2.56    Year Of Service For Vesting.

        A "Year of Service for Vesting" shall mean a Plan Year during which the
        Employee had not less than one thousand (1,000) Hours of Service as an
        Employee of the Company, a Member Company, or the following Predecessor
        Employers: First National Bank (Coachella), California Commerce Bank,
        Bank of the Desert, N.A., Wells Fargo Bank, Palm Desert National Bank,
        Fremont Investment and Loan, the Bank of Stockdale F.S.B., and Kings
        River State Bank.


                    ARTICLE III - ELIGIBILITY TO PARTICIPATE


3.1     Initial Entry.

        Every Employee who has attained the age of eighteen (18) and completed
        an Eligibility Computation Period will be eligible to participate in the
        Plan on the next following January 1st, April 1st, July 1st, or October
        1st on or next following such completion, provided that he is an
        Employee at such date. An Employee who is eligible to participate will
        be treated as a Participant for all purposes unless he informs the
        Administrative Committee, in writing, that he does not wish to be a
        Participant, in which case he shall not be treated as a Participant
        under the Plan. A decision by the Employee not to participate cannot be
        changed after the first day of the first Plan Year to which it is first
        (1st) effective. All Participants shall be required to furnish such
        information to the Administrative Committee as it may reasonably request
        for the proper administration of the Plan.

        Each Employee will share in Employer contributions for the period
        beginning on the date the Employee commences participation under the
        plan and ending on the Employee's Termination Date with the Employer or
        is no longer a member of an eligible class of Employees.

3.2     Resumption Of Participation.

        A Participant who is reemployed by the Employer without having incurred
        a One (1) Year Break In Service shall be a Participant as of the first
        (1st) quarterly Entry Date following the date of his




                                      -20-
<PAGE>   27

        reemployment. If an Employee incurs at least a One (1) Year Break In
        Service, his active participation in the Plan shall be suspended until
        he completes an Eligibility Computation Period beginning with his date
        of reemployment following such One (1) Year Break In Service. Upon
        completing an Eligibility Computation Period after such One (1) Year
        Break In Service, measured from his re-employment commencement date, the
        Participant will be readmitted to active participation in the Plan as of
        the first (1st) quarterly Entry Date following the date the Participant
        completes such Eligibility Computation Period.

        In the event a Participant is no longer a member of an eligible class of
        Employees and becomes ineligible to participate but has not incurred a
        One (1) Year Break in Service, such employee will participate
        immediately upon returning to an eligible class of Employees. If such
        Participant incurs a One (1) Year Break in Service, eligibility will be
        determined under the break in service rules of the Plan.

        The Committee may adjust the above service requirement, as necessary, to
        make the Plan available to a newly-acquired Employee group, provided
        that the adjustment (1) is not more restrictive than the above
        requirement, and (2) does not discriminate in favor of Highly
        Compensated Employees.


                     ARTICLE IV - CONTRIBUTIONS TO THE TRUST


4.1     Elective Deferrals By Participants.

        For a period of thirty (30) days prior to each Plan Year, and for such
        other periods as it may establish in a nondiscriminatory manner, the
        Administrative Committee will permit each Participant (including
        Employees who are expected to be Participants during the following Plan
        Year) to elect to defer up to fifteen percent (15%) of his Compensation.
        Such deferred amount will be contributed to the Plan and allocated to
        the Elective Deferral Account. The Participant may only defer amounts
        which are not currently available to him. No Participant shall be
        required to make a deferral.

        A Participant who has received a hardship distribution pursuant to the
        Hardship Distribution section shall be suspended from making an Elective
        Deferral, and shall be limited in the amount of Elective Deferrals he
        may make in the taxable year immediately following the taxable year of
        the hardship distribution, in accordance with the Hardship Distribution
        section.

4.2     Matching Contributions.

        A.      The Company and each Member Company respectively, may make a
                Matching Contribution to the Trust for the exclusive benefit of
                Employees of the Company and the employees of each Member
                Company, in such amount as shall be determined annually for each
                Member Company in the discretion of the Board of Directors.
                Alternatively, the Board




                                      -21-
<PAGE>   28

                of Directors may elect to cause the Company to make the
                contribution to the Plan for all Member Companies, in an amount
                it determines in its discretion, and on the internal books and
                records of the Associated Companies, charge the expense of the
                contribution to the respective Member Companies. In either case,
                the Matching Contributions for each Member Company's employees
                shall be equal to a discretionary percentage of the Member
                Company's Participant's Elective Deferrals, subject to the
                limitations contained in the Average Contribution Percentage
                Limitation, the Multiple Use Of Alternative Limitation and the
                Limitations On Allocations To Each Participant sections.

                Matching Contributions shall be vested in accordance with the
                Plan's general vesting schedule contained in the Employer
                Account and Matching Contributions Account Vesting On
                Termination. In any event, Matching Contributions shall be fully
                vested at Normal Retirement Age, upon the complete or partial
                termination of the profit sharing portion of this Plan, or upon
                the complete discontinuance of Employer contributions.

                Matching Contributions shall only be made on behalf of
                Participants who are Employees on the last day of the Plan Year.

                Forfeitures of Matching Contributions for any Plan Year shall be
                used to reduce the Employer Matching Contributions for each
                respective Member Company Matching Contribution for the Plan
                Year and shall be allocated to the Matching Contributions
                Account accordingly.

                Matching Contributions related to excess deferrals shall be
                treated as, and allocated as Forfeitures.

        B.      Qualified Nonelective Contributions.

                With respect to any Plan Year the Employer may make Qualified
                Nonelective Contributions to Nonhighly Compensated Employees, as
                provided in the Average Deferral Percentage Limitation section
                of this Article.

        C.      Qualified Matching Contributions.

                With respect to any Plan Year the Employer may make, in its sole
                discretion, Qualified Matching Contributions to Nonhighly
                Compensated Employees as provided in the Average Contribution
                Percentage Limitation section of this Article.

4.3     Employer Discretionary Contributions To Participants.

        As of the last day of each Fiscal Year, the Company and each Member
        Company respectively, may make a Contribution to the Trust for the
        exclusive benefit of Employees of the Company and the employees of each
        Member Company, in such amount as shall be determined for each




                                      -22-
<PAGE>   29

        Member Company by the Board of Directors. Alternatively, the Board of
        Directors may elect to cause the Company to make the contribution to the
        Plan for all Member Companies, in an amount it determines in its
        discretion, and on the internal books and records of the Member
        Companies, charge the expense of the contribution to the respective
        Member Companies. The Contributions for each Member Company's employees
        shall be allocated in accordance with the Manner of Allocation of
        Employer Discretionary Contributions article.

        The amount of all contributions shall be paid to the Trustee on or
        before the time required by law for filing the Employer's federal income
        tax return (including extensions) for the year with respect to which the
        contribution is made. However, no Employer contributions may be made in
        any Plan Year to the extent that they would be directly allocated to the
        suspense account created pursuant to the Limitation on Allocations to
        Each Participant section below, or the maximum amount deductible from
        the Employer's income for such year under Code section 404(a)(3) or
        404(a)(9) would be exceeded, whichever is applicable, unless such excess
        contribution is necessary to make payments on an Exempt Loan.
        Notwithstanding any other provision contained herein, the Employer shall
        make a contribution each year in an amount not less than the amount
        required to make any payment due during such year under any Exempt Loan.

        Discretionary Employer contributions shall be in an amount decided upon
        and fixed (in dollar amount or by formula) by the Board of Directors and
        declared to all Participants,

4.4     Manner Of Allocation Of Employer Discretionary Contributions.

        Employer Discretionary Contributions from each Member Company and the
        respective Forfeitures from accounts of a Member Company, if any, during
        such year shall be added together and allocated as of the last day of
        such year to the Employer Accounts of the respective Member Company, to
        each Participant who is an Employee on the last day of such Plan Year,
        and who has a Year of Service for Accrual of Benefits for the Plan Year,
        (except an Employee who terminated employment before the last day of the
        Plan Year on account of death, Total and Permanent Disability, or
        Retirement), in the same proportion that each such Participant's
        Compensation for the Plan Year bears to the total Compensation of all
        Participants of the respective Member Company for the Plan Year.

4.5     Annual Limitation On Participant Elective Deferrals.

        A.      No Participant shall be permitted to make Elective Deferrals
                under this Plan during any calendar year in excess of ten
                thousand dollars ($10,000) (including any other elective
                deferrals within the meaning of Code section 402(g)(3) in the
                case of all other plans, contracts, or arrangements of the
                Employer), adjusted in the manner described in Code section
                402(g)(5) for the calendar year.

        B.      Notwithstanding any other provision of the Plan, Excess Deferral
                Amounts and income allocable thereto shall be distributed no
                later than each April 15th to Participants for the




                                      -23-
<PAGE>   30

                preceding calendar year. A distribution pursuant to the Time Of
                Distribution section of Excess Deferral Amounts and income,
                gains and losses allocable thereto shall be made without regard
                to any consent otherwise required under the Time Of Distribution
                section or any other provision of the Plan. A distribution
                pursuant to this subsection of Excess Deferral Amounts and
                income, gains and losses allocable thereto shall not be treated
                as a distribution for purposes of determining whether the
                distribution required by subsections B through H of the Time Of
                Distribution section is satisfied. Any distribution under this
                subsection of less than the entire Excess Deferral Amount and
                income, gains and losses allocable thereto shall be treated as a
                pro rata distribution of Excess Deferral Amounts and income,
                gains and losses allocable thereto. In no case may an Employee
                receive from the Plan as a corrective distribution for a taxable
                year under this subsection an amount in excess of the
                individual's total Elective Deferrals under the Plan for the
                taxable year.

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

        D.      The Excess Deferral Amount shall be adjusted for income or loss.
                The income or loss allocable to the Excess Deferral Amount is
                equal to the allocable income or loss for the taxable year of
                the individual, plus the allocable income or loss for the period
                between the end of the taxable year and the date of
                distribution.

                (1)     The income or loss allocable to the Excess Deferral
                        Amount for the taxable year of the individual is equal
                        to the income or loss for the taxable year of the
                        individual allocable to the Participant's Elective
                        Deferrals multiplied by a fraction, the numerator of
                        which is such Participant's Excess Deferral Amount for
                        the taxable year, and the denominator is equal to the
                        sum of the Participant's Elective Deferral Account as of
                        the beginning of the taxable year, plus the
                        Participant's Elective Deferrals for the taxable year.

                (2)     Ten percent (10%) of the amount determined under the
                        preceding paragraph multiplied by the number of whole
                        calendar months between the end of the Plan Year and the
                        date of distribution, counting the month of distribution
                        if distribution occurs after the fifteenth (15th) of
                        such month.

        E.      The Excess Deferral Amount which may be distributed under this
                section with respect to an Employee for a taxable year shall be
                reduced by any Excess Contributions previously distributed with
                respect to such Employee for the Plan Year beginning with or
                within such taxable year. In the event of a reduction under this
                subsection, the amount of Excess



                                      -24-
<PAGE>   31

                Contributions included in the gross income of the Employee and
                reported by the Employer as a distribution of Excess
                Contributions shall be reduced by the amount of the reduction
                under this subsection.

4.6     Average Actual Deferral Percentage Limitation.

        A.      The Average Actual Deferral Percentage for a Plan Year for
                Eligible Employees who are Highly Compensated Employees may not
                exceed the greater of:

                (1)     The Average Actual Deferral Percentage for all Eligible
                        Employees who were Nonhighly Compensated Employees for
                        the prior Plan Year multiplied by 1.25, or

                (2)     The Average Actual Deferral Percentage for all Eligible
                        Employees who were Nonhighly Compensated Employees for
                        the prior Plan Year multiplied by 2.0, but not more than
                        two (2) percentage points in excess of the Average
                        Actual Deferral Percentage of Eligible Employees who
                        were Nonhighly Compensated Employees.

                This method of testing is referred to as the "Prior Year Testing
                Method," and is effective for Plan Years beginning after, unless
                otherwise specifically provided in the Plan.

                If any Highly Compensated Employee is eligible to make Elective
                Deferrals, to make after-tax contributions or to receive
                Matching Contributions, the disparities between the Average
                Actual Deferral Percentages of the respective groups shall be
                reduced as described in the Multiple Use Limitation Percentage
                Limitation section below.

                If the Employer elects, in this Paragraph or in a Plan
                Amendment, to use the "Current Year Testing Method," the Average
                Actual Deferral Percentage tests in (1) and (2), above (and for
                the Average Contribution Percentage test in subsection A of the
                Average Contribution Percentage Limitation section below), will
                be applied by comparing the current Plan Year's Average Deferral
                Percentage for Participants who are Highly Compensated Employees
                for each Plan Year with the current Plan Year's Average Deferral
                Percentage for Participants who are Nonhighly Compensated
                Employees. Once made, this election can only be undone if the
                Plan meets the requirements for changing to prior year testing
                set forth in Notice 98-1 (or superseding guidance).

                For the first Plan Year the Plan permits any Participant to make
                Elective Deferrals and this is not a successor plan, for
                purposes of the foregoing tests, the prior year's Nonhighly
                Compensated Employees' Actual Deferral Percentage shall be the
                greater of three percent (3%) or the Plan Year's Actual Deferral
                Percentage for these Participants.

        B.      Should neither limitation in the previous subsection be met with
                respect to a Plan Year, 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




                                      -25-
<PAGE>   32

                such Excess Contributions were allocated for the preceding Plan
                Year. Any Matching Contributions made on account of the Elective
                Deferrals which are distributed shall be forfeited. The amount
                of Excess Contributions of Highly Compensated Employees to be
                distributed is determined as follows:

                (1)     The amount of the Excess Contribution for each Highly
                        Compensated Employee is determined, in accordance with
                        the subsection of the Average Actual Deferral Percentage
                        Limitation section above, by computing the excess of

                        (a)     The aggregate amount of Employer contributions
                                actually taken into account in computing the
                                Average Actual Deferral Percentage of all Highly
                                Compensated Employees for such Plan Year, over

                        (b)     The Actual Deferral Percentage for the Highly
                                Compensated Employee;

                (2)     The Elective Deferrals of the Highly Compensated
                        Employee with the highest dollar amount of elective
                        contributions are reduced by the amount required to
                        cause that Highly Compensated Employee's Elective
                        Deferrals to equal the dollar amount of the Elective
                        Deferrals of the Highly Compensated Employee with the
                        next highest dollar amount of Elective Deferrals. (For
                        purposes of the preceding sentence, the "highest dollar
                        amount" is determined after distribution of any Excess
                        Contributions.) This amount is then distributed to the
                        Highly Compensated Employee with the highest dollar
                        amount of Elective Contributions. However, if a lesser
                        reduction, when added to the total dollar amount of
                        Excess Contributions already distributed pursuant to
                        this Subparagraph (2) would equal the total Excess
                        Contributions, the lesser reduction amount shall be
                        distributed instead.

                (3)     If the total amount distributed pursuant to Subparagraph
                        (2), is less than the total dollar amount of Excess
                        Contributions, then the procedure in Subparagraph (2) is
                        repeated as to the Highly Compensated Employee with the
                        next highest Elective Deferral Amount and this process
                        is repeated until the total dollar amount of Excess
                        Contributions distributed equals the total dollar amount
                        of all Excess Contributions.

                If such excess amounts are distributed more than two and
                one-half (2-1/2) months after the last day of the Plan Year in
                which such excess amounts arose, a ten percent (10%) excise tax
                will be imposed on the Employer maintaining the Plan with
                respect to such amounts. Such distributions shall be made to
                Highly Compensated Employees on the basis of the respective
                portions of the Excess Contributions attributable to each of
                such Employees.




                                      -26-
<PAGE>   33

                C.      The Average Actual Deferral Percentage for any
                        Participant who is a Highly Compensated Employee for the
                        Plan Year and who is eligible to have Elective Deferrals
                        (and Qualified Nonelective Contributions or Qualified
                        Matching Contributions, or both, if treated as Elective
                        Deferrals for purposes of the test described in
                        Subsection (a)) allocated to his or her accounts under
                        two (2) or more arrangements described in Code section
                        401(k), that are maintained by the Employer, shall be
                        determined as if such Elective Deferrals (and, 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 (2) or more cash or
                        deferred arrangements that have different Plan Years,
                        all cash or deferred arrangements ending with or within
                        the same calendar year shall be treated as a single
                        arrangement. Notwithstanding the foregoing, certain
                        plans shall be treated as separate if mandatorily
                        disaggregated under regulations under Code section
                        401(k).

                        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 (1) or more other plans, or if one
                        (1) or more other plans satisfy the requirements of such
                        sections of the Code only if aggregated with this Plan,
                        then this Section shall be applied by determining the
                        Average Actual Deferral Percentage of employees as if
                        all such plans were a single plan. Any adjustments to
                        the Nonhighly Compensated Employee Actual Deferral
                        Percentage for the prior year will be made in accordance
                        with Notice 98-1 and any superseding guidance, unless
                        the Employer is using the current year testing method.
                        Plans may be aggregated in order to satisfy Code section
                        401(k) only if they have the same Plan Year and use the
                        same Actual Deferral Percentage testing method.

                D.      For purposes of this Plan, "Excess Contributions" shall
                        mean, with respect to any Plan Year, the excess of:

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

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

                        In no case shall the amount of Excess Contributions for
                        a Plan Year with respect to any Highly Compensated
                        Employee exceed the amount of Elective Deferrals made on
                        behalf of such Highly Compensated Employee for such Plan
                        Year.




                                      -27-
<PAGE>   34

        E.      Excess Contributions shall be adjusted for income or loss. The
                income or loss allocable to Excess Contributions allocated to
                each Participant is equal to the allocable income or loss for
                the taxable year of the individual as described below.

                (1)     The income or loss allocable to Excess Contributions is
                        equal to the income or loss allocable to the
                        Participant's Participant Deferral Account (and, if
                        applicable, the Qualified Nonelective Contribution
                        Account or the Qualified Matching Contributions Account
                        or both) for the Plan Year multiplied by a fraction, the
                        numerator of which is such Participant's Excess
                        Contributions for the year, and the denominator is equal
                        to the sum of the Participant's account balance
                        attributable to Elective Deferrals (and Qualified
                        Nonelective Contributions or Qualified Matching
                        Contributions, or both, if any of such contributions are
                        included in the Average Actual Deferral Percentage test)
                        as of the beginning of the Plan Year, plus the
                        Participant's Elective Deferrals (and Qualified
                        Nonelective Contributions or Qualified Matching
                        Contributions, or both, if any of such contributions are
                        included in the Average Actual Deferral Percentage test)
                        for the Plan Year.

        F.      Coordination of Excess Contributions with Distribution of Excess
                Deferrals.

                (1)     The amount of Excess Contributions to be distributed
                        under Subsection B of the Average Actual Deferral
                        Percentage Limitation section above with respect to a
                        Highly Compensated Employee for a Plan Year shall be
                        reduced by any Excess Deferral Amount previously
                        distributed in accordance with Subsection B of the
                        Annual Limitation On Participant Elective Deferrals
                        section above to such Participant for the Participant's
                        taxable year ending with or within such Plan Year.

                (2)     The Excess Deferral Amount that may be distributed under
                        Subsection B of the Annual Limitation On Participant
                        Elective Deferrals section above with respect to an
                        Employee for a taxable year shall be reduced by any
                        Excess Contributions previously distributed with respect
                        to such Employee for the Plan Year beginning with or
                        within such taxable year. In the event of a reduction
                        under this Paragraph F(2), the amount of Excess
                        Contributions included in the gross income of the
                        Employee and the amount of Excess Contributions reported
                        by the Employer as includable in the gross income of the
                        Employee shall be reduced by the amount of the reduction
                        under Subsection B of the Average Actual Percentage
                        Limitation section above.

        G.      Should Subsection B of the Average Actual Deferral Percentage
                Limitation section above be applicable with respect to a Plan
                Year, the Employer may, in its discretion, in lieu of or in
                conjunction with the reductions described in Subsection B of the
                Average Actual Percentage Limitation section above, contribute
                an additional amount (not limited to the amount needed to meet
                limitation (1) or (2)) as a Qualified Nonelective Contribution.
                Such



                                      -28-
<PAGE>   35

                contribution shall be allocated to the extent necessary to meet
                the nondiscrimination tests of this section to the Accounts of
                Participants who were Nonhighly Compensated Employees on the
                last day of such year beginning first with the Nonhighly
                Compensated Employee(s), with the lowest deferral percentage
                until his (their) deferral percentage equals the deferral
                percentage of the Nonhighly Compensated Employee(s) with the
                next highest deferral percentage, or until the forgoing
                nondiscrimination tests are met, whichever occurs first.
                Contributions made pursuant to this subsection shall be one
                hundred percent (100%) vested at all times and shall be subject
                to the same limitations as to withdrawal and distribution as
                Elective Deferrals. If the Plan is using the Prior Year Testing
                Method, Qualified Nonelective Contributions for a prior Plan
                Year must be made no later than the end of the following Plan
                Year.

        H.      For purposes of determining the test described in this
                Subsection, Elective Deferrals, Qualified Nonelective
                Contributions and Qualified Matching Contributions must be made
                before the last day of the twelve (12)-month period immediately
                following the Plan Year to which contributions relate.

        I.      The Employer shall maintain records sufficient to demonstrate
                satisfaction of the test described in this Section and the
                amount of Qualified Nonelective Contributions or Qualified
                Matching Contributions, or both, used in such test.

        J.      The determination and treatment of the Average Actual Deferral
                Percentage amounts of any Participant shall satisfy such other
                requirements as may be prescribed by the Secretary of the
                Treasury.

4.7     Average Contribution Percentage Limitation.

        A.      The Average Contribution Percentage for a Plan Year for Eligible
                Employees who are Highly Compensated Employees for such Plan
                Year and the prior Plan Year's Average Contribution Percentage
                for Participants who were Nonhighly Compensated Employees for
                the prior Plan Year may not exceed the greater of:

                (1)     The Average Contribution Percentage for a Plan Year for
                        Participants who are Highly Compensated Employees for
                        the Plan Year shall not exceed the prior Plan Year's
                        Average Contribution Percentage for Participants who
                        were Nonhighly Compensated Employees for the prior Plan
                        Year multiplied by one and twenty-five one hundredths
                        (1.25); or

                (2)     The Average Contribution Percentage for a Plan Year for
                        Participants who are Highly Compensated Employees for
                        the Plan Year shall not exceed the prior Plan Year's
                        Average Contribution Percentage for Participants who
                        were Nonhighly Compensated Employees for the prior Plan
                        Year multiplied by two (2.0), provided that the Average
                        Contribution Percentage for Participants who are Highly




                                      -29-
<PAGE>   36

                        Compensated Employees does not exceed the Average
                        Contribution Percentage for Participants who were
                        Nonhighly Compensated Employees in the prior Plan Year
                        by more than two (2) percentage points.

                This method of testing is referred to as the "Prior Year Testing
                Method," and is effective for Plan Years beginning after 1996,
                unless otherwise specifically provided in the Plan.

                If any Highly Compensated Employee is eligible to make Elective
                Deferrals and is eligible to make After-Tax Contributions or to
                receive Matching Contributions, the disparities between the
                Average Contribution Percentages of the respective groups will
                be reduced in accordance with the Multiple Use Of Alternate
                Limitation section below.

                If the Employer elects to use the "Current Year Testing Method"
                the Contribution Percentage in the Early Retirement Age section,
                and the Average Contribution Percentages tests in (1) and (2),
                above (and in for the Average Actual Deferral Test section),
                will be applied by comparing the current Plan Year's Average
                Contributions Percentage for Participants who are Highly
                Compensated Employees for each Plan Year with the current Plan
                Year's Average Contributions Percentage for Participants who are
                Nonhighly Compensated Employees. Once made, this election can
                only be undone if the Plan meets the requirements for changing
                to prior year testing set forth in Notice 98-1 (or superseding
                guidance).

        B.      The Contribution Percentage for any Eligible Employee who is a
                Highly Compensated Employee for the Plan Year and who is
                eligible to make after-tax contributions or to receive matching
                contributions allocated to his account under two (2) or more
                plans to which contributions to which Code section 401(m)
                applies that are maintained by the Employer or an Affiliated
                Employer shall be determined as if all such after-tax
                contributions and matching contributions were made under a
                single plan for purposes of this section. Notwithstanding the
                foregoing, certain plans shall be treated as separate if
                mandatorily disaggregated under regulations under Code section
                401(m).

        C.      In the event that this Plan satisfies the requirements of Code
                section 401(m), 401(a)(4) or 410(b) only if aggregated with one
                (1) or more other plans, or if one (1) or more other plans
                satisfy the requirements of such sections of the Code only if
                aggregated with this Plan, then this section shall be applied by
                determining the Contribution Percentage of Employees as if all
                such plans were a single plan. Any adjustments to the Nonhighly
                Compensated Employee Average Contributions Percentage for the
                prior year will be made in accordance with Notice 98-1 and any
                superseding guidance, unless the Employer is using the current
                year testing method. Plans may be aggregated in order to satisfy
                Code section 401(m) only if they have the same Plan Year and use
                the same Average Contributions Percentage testing method.




                                      -30-
<PAGE>   37

        D.      Notwithstanding any other provision of this Plan, Excess
                Aggregate Contributions, plus any income and minus any loss
                allocable thereto, shall be forfeited, if forfeitable, or if not
                forfeitable, distributed no later than the last day of each Plan
                Year to Participants to whose accounts such Excess Aggregate
                Contributions were allocated for the preceding Plan Year. Excess
                Aggregate Contributions are allocated to the Highly Compensated
                Employees with the largest Contribution Percentage Amounts taken
                into account in calculating the Average Contributions Percentage
                test for the year in which the excess arose, beginning with the
                Highly Compensated Employee with the largest amount of such
                Contribution Percentage Amounts and continuing in descending
                order until all the Excess Aggregate Contributions have been
                allocated. For purposes of the preceding sentence, the "largest
                amount" is determined after distribution of any Excess Aggregate
                Contributions. If such Excess Aggregate Contributions are
                distributed more than two and one-half (2-1/2) months after the
                last day of the Plan Year in which such excess amounts arose, a
                ten percent (10%) excise tax will be imposed on the Employer
                maintaining the Plan with respect to those amounts. Excess
                Aggregate Contributions shall be treated as annual additions
                under the Plan. A distribution of Excess Aggregate Contributions
                and income, gains and losses allocable thereto shall be made
                without regard to any consent otherwise required under the Time
                of Distribution section or any other provision of the Plan. A
                distribution pursuant to this subsection of Excess Aggregate
                Contributions and income, gains and losses allocable thereto
                shall not be treated as a distribution for purposes of
                determining whether the distributions required by the Time Of
                Distribution subsections B through H are satisfied.

        E.      For purposes of this Plan, "Excess Aggregate Contributions"
                shall mean, with respect to any Plan Year, the excess of:

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

                (2)     The maximum Contribution Percentage Amounts 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
                Deferral Amounts pursuant to the Annual Limitation On
                Participant Elective Deferrals section and then determining
                Excess Contributions pursuant to the Annual Limitation On
                Participant Elective Deferrals section. In no case shall the
                amount of Excess Aggregate Contributions with respect to any
                Highly Compensated Employee exceed the amount of after-tax
                contributions and matching contributions made on behalf of such
                Highly Compensated Employee for such Plan Year.




                                      -31-
<PAGE>   38

        F.      Should the limitations of the Average Contribution Percentage
                Limitation section be exceeded with respect to a Plan Year, the
                Employer may, in its discretion, in lieu of the distribution of
                Excess Aggregate Contributions described in the Average
                Contribution Percentage Limitation section, contribute an
                additional amount (not limited to the amount needed to meet the
                Average Contribution Percentage Limitation section) as a
                Qualified Matching Contribution, which shall be allocated only
                to Nonhighly Compensated Employees who made Elective Deferrals
                for such Plan Year and who have at least one thousand (1,000)
                Hours of Service for the Plan Year and are Employees on the last
                day of the Plan Year. Such amounts shall, at the election of the
                Employer, be allocated in proportion to the Elective Deferrals
                and After-Tax Contributions of such individual or pro rata to
                each of such individuals. Contributions made pursuant to this
                subsection shall be one hundred percent (100%) vested at all
                times and shall be subject to the same limitations as to
                withdrawal and distribution as Elective Deferrals. If the Plan
                is using the Prior Year Testing Method, Qualified Matching
                Contributions for a prior Plan Year must be made no later than
                the end of the following Plan Year.

        G.      Excess Aggregate Contributions shall be adjusted for income or
                loss. The income or loss allocable to Excess Aggregate
                Contributions Amounts allocable to each Participant is equal to
                the allocable income or loss for the taxable year of the
                individual as described below plus the allocable income or loss
                for the period between the end of the taxable year and the date
                of distribution as described below.

                (1)     The income or loss allocable to Excess Aggregate
                        Contributions is equal to the Participant After-Tax
                        Account, Matching Contributions Account and, if
                        applicable, Qualified Nonelective Contribution Account
                        and Elective Deferral Account of the Plan Year
                        multiplied by a fraction, the numerator of which is such
                        Participant's Excess Aggregate Contributions for the
                        Plan Year, and the denominator is equal to the sum of
                        the Participant's account balance(s) attributable to
                        after-tax contributions, matching contributions and, if
                        applicable, Qualified Nonelective Contributions and
                        Elective Deferrals as of the beginning of the Plan Year,
                        plus the after-tax contributions, matching contributions
                        and, if applicable, Qualified Nonelective Contributions
                        and Elective Deferrals for the Plan Year.

                (2)     Ten percent (10%) of the amount determined under G(1)
                        multiplied by the number of whole calendar months
                        between the end of the Plan Year and the date of
                        distribution, counting the month of distribution if
                        distribution occurs after the fifteenth (15th) of such
                        month.

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




                                      -32-
<PAGE>   39

        I.      Forfeitures of Excess Aggregate Contributions shall be applied
                to reduce Employer contributions.

        J.      Notwithstanding the foregoing, no forfeitures arising under this
                section shall remain unallocated or be allocated to a suspense
                account for allocation to one (1) or more Employees in any
                future Plan Year.

        K.      Nothing contained in this Article IV shall prevent the
                Administrative Committee from reducing the rate of after-tax
                contributions during the Plan Year for Highly Compensated
                Employees in order to meet the test of subsection A of this
                section.

4.8     Multiple Use of Alternative Limitation.

        A.      The Average Actual Deferral Percentage or Average Contribution
                Percentage of Highly Compensated Employees shall be adjusted as
                described below if all of the following conditions of this
                subsection are met:

                (1)     One (1) or more Highly Compensated Employees of the
                        Employer or an Affiliated Employer are eligible to
                        participate both in an Code section 401(k) arrangement
                        and in a plan maintained by the Employer or an
                        Affiliated Employer subject to Code section 401(m);

                (2)     The sum of the Average Actual Deferral Percentage of all
                        Eligible Employees under the plans who are Highly
                        Compensated Employees and the Average Contribution
                        Percentage of the entire group of Eligible Employees who
                        are Highly Compensated Employees exceeds the Aggregate
                        Limit;

                (3)     The Average Actual Deferral Percentage of the entire
                        group of Eligible Employees who are Highly Compensated
                        Employees exceeds the amount described above; and

                (4)     The Average Contribution Percentage of the entire group
                        of Eligible Employees who are Highly Compensated
                        Employees exceeds the amount described above.

        B.      The Administrative Committee shall elect to reduce either the
                Average Actual Deferral Percentage or the Average Contribution
                Percentage of the entire group of Eligible Employees who are
                Highly Compensated Employees in accordance with this subsection.
                The amount of the reduction to the Average Actual Deferral
                Percentage of the entire group of Eligible Employees who are
                Highly Compensated Employees shall, if elected, be calculated
                and accomplished in the manner described in subsection the
                Average Actual Deferral Percentage Limitation section or the
                amount of the reduction to the Average Contribution Percentage
                of the entire group of Eligible Employees who are Highly
                Compensated Employees shall, if elected, be calculated and
                accomplished in the manner



                                      -33-
<PAGE>   40

                described in the Average Contribution Percentage Limitation
                section above, so that in either case the Aggregate Limit
                described in subsection D shall not be exceeded. The
                Administrative Committee may elect to reduce the Actual Deferral
                Percentage or the Contribution Percentage either for all Highly
                Compensated Employees under the Plan who are subject to
                reduction or for only those Highly Compensated Employees who are
                eligible in both the arrangements subject to Code section 401(k)
                and the plan subject to Code section 401(m).

        C.      The required reduction described in subsection the Multiple Use
                Of Alternative Limitation section shall be treated as an Excess
                Contribution or Excess Aggregate Contribution under the Plan as
                the case may be.

        D.      For purposes of applying subsection A of the Multiple Use Of
                Alternative Limitation section, the Average Actual Deferral
                Percentage and Average Contribution Percentage of the group of
                Eligible Employees who are Highly Compensated Employees shall be
                determined after any corrective distribution of Excess Deferral
                Amounts pursuant to subsection B of the Annual Limitation On
                Participant Elective Deferrals section above, Excess
                Contributions, or Excess Aggregate Contributions pursuant to the
                Annual Limitation On Participant Elective Deferrals section
                above and after any recharacterization of Excess Contributions
                of the Average Actual Deferral Percentage Limitation section
                above required without regard to this section, and such
                corrections are deemed to be the maximum permitted under such
                tests for the Plan Year. Only plans and arrangements maintained
                by the same Employer or an Affiliated Employer shall be taken
                into account under this section.

        E.      For purposes of this section, the "Aggregate Limit" shall mean
                the greater of (1) or (2) where

                (1)     Is the sum of:

                        (a)     One hundred twenty-five percent (125%) of the
                                greater of

                                (i)     The Average Actual Deferral Percentage
                                        of the group of Eligible Employees who
                                        are Nonhighly Compensated Employees for
                                        the prior Plan Year (beginning with or
                                        within the prior Plan Year of the 401(k)
                                        deferrals), or

                                (ii)    The Average Contribution Percentage of
                                        the group of Eligible Employees who are
                                        Nonhighly Compensated Employees for the
                                        Plan Year (beginning with or within the
                                        prior Plan Year of the 401(k) deferrals,
                                        and




                                      -34-
<PAGE>   41

                        (b)     Two (2) percentage points plus the lesser of the
                                amounts determined under Subparagraphs
                                E(1)(a)(i) or (ii) above. In no event, however,
                                shall the amount described in this Subparagraph
                                exceed two hundred percent (200%) of the lesser
                                of the amounts determined under Subparagraphs
                                E(1)(a)(i) or (ii) above; and

                (2)     Is the sum of:

                        (a)     One hundred twenty-five percent (125%) of the
                                lesser of

                                (i)     The Average Actual Deferral Percentage
                                        of the group of Eligible Employees who
                                        are Nonhighly Compensated Employees for
                                        the prior Plan Year (beginning with or
                                        within the prior Plan Year of the 401(k)
                                        deferrals), or

                                (ii)    The Average Contribution Percentage of
                                        the group of Eligible Employees who are
                                        Nonhighly Compensated Employees for the
                                        Plan Year beginning with or within the
                                        prior Plan Year of the 401(k) deferrals,
                                        and

                        (b)     Two (2) percentage points plus the greater of
                                the amounts determined under Subparagraphs
                                E(2)(a)(i) or E(2)(a)(ii) above. In no event,
                                however, shall the amount described in this
                                Subparagraph E(2)(b) exceed two hundred percent
                                (200%) of the lesser of the amounts determined
                                under Subparagraph E(2)(A)(i) or (ii) above.

                If the Employer has elected to use the Current Year Testing
                Method, then, in calculating the Aggregate Limit for a
                particular Plan Year, the Nonhighly Compensated Employees'
                Actual Deferral Percentage and Average Contributions Percentage
                for that Plan Year, instead of for the prior Plan Year, shall be
                used.

4.9     Permissible Types Of Employer Contributions.

        Payments on account of the contributions due from the Employer for any
        year may be made in cash or in kind; except that assets may not be
        contributed if such contribution violates the prohibited transaction
        rules of Code section 4975, or the corresponding rules under ERISA
        section 406, if applicable.

4.10    Loans To Participants.

        A.      No loan to any Participant or Beneficiary can be made to the
                extent that such loan when added to the outstanding balance of
                all other loans to the Participant or Beneficiary would exceed
                the lesser of




                                      -35-
<PAGE>   42

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

                (2)     One-half (1/2) of the present value of the vested
                        Accrued Benefit of the Participant.

                For the purpose of the above limitation, all loans from all
                plans of the Employer and any Affiliated Employer are
                aggregated. Furthermore, any 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 (5) years from the date of the loan,
                unless such loan is used to acquire a dwelling unit which within
                a reasonable time (determined at the time the loan is made) will
                be used as the principal residence of the Participant. An
                assignment or pledge of any portion of the Participant's
                interest in the Plan and a loan, pledge, or assignment with
                respect to any insurance contract purchased under the Plan, will
                be treated as a loan under this subsection A.

        B.      Loans may not be made to Participants or Beneficiaries who are
                Highly Compensated Employees in percentage amounts greater than
                amounts made available to other Participants and Beneficiaries,
                and such loans must be made available to all Participants and
                Beneficiaries on a reasonably equivalent basis. However, loans
                will not be made in an amount less than one thousand dollars
                ($1,000). Any loans made must bear a reasonable rate of
                interest, considering all relevant factors, specifically
                including current bank interest rates, and must be adequately
                secured, as determined by the Administrative Committee. No
                Participant loan shall exceed the lesser of

                (1)     The present value of the Participant's vested Accrued
                        Benefit, or

                (2)     The applicable amount described in subsection A.

                The Elective Deferral Account and Rollover Account of the
                borrower may be pledged as security for such loans. All costs
                and expenses in connection with obtaining the loans and
                perfecting the Plan's security interest therein, including but
                not limited to taxes, recording fees, filing fees and attorney's
                fees shall be prepaid by the Participant or Beneficiary or shall
                be deducted from the total proceeds of the loan.

        C.      Any loan shall be allocated to the accounts of the Participant
                to whom the loan is made and repayment of principal and interest
                on the loan shall be allocated to such accounts in the
                proportion in which the funds were borrowed.




                                      -36-
<PAGE>   43

        D.      The Administrative Committee may adopt a loan policy, provided
                that it shall not conflict with the Plan.

        E.      In the event of default, foreclosure on the note and attachment
                of security will not occur until a distributable event occurs in
                the Plan.

        F.      A Participant must obtain the consent of his or her spouse, if
                any, to use the Accrued Benefit as security for the loan.
                Spousal consent shall be obtained no earlier than the beginning
                of the ninety (90)-day period that ends on the date on which the
                loan is to be so secured. The consent must be in writing, must
                acknowledge the effect of the loan, and must be witnessed by a
                Plan representative or 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 Accrued Benefit is used for
                renegotiation, extension, renewal, or other revision of the
                loan.

                Loan repayments will be suspended under this Plan as permitted
                under Code section 414(u)(4).

4.11    Rollover Contributions.

        A.      Any Employee may make a Rollover Contribution to this Plan,
                provided, however, that the trust from which the funds are to be
                transferred must permit the transfer to be made, and provided,
                further, the Employer is reasonably satisfied that such transfer
                will not jeopardize the tax exempt status of this Plan or Trust
                or create adverse tax consequences for the Employer. Rollover
                Contributions shall be made by delivery to the Trustee (or to
                the Employer for delivery to the Trustee) for deposit in the
                Trust. All Rollover Contributions must be in cash or property
                satisfactory to the Trustee, whose decision in this regard shall
                be final. The Trustee will not accept rollovers of accumulated
                deductible employee contributions from a simplified employee
                pension plan nor will the Trustee accept rollovers in the form
                of a direct transfer from any qualified plan that is required to
                provide benefits in the form of a qualified joint and survivor
                annuity or a qualified pre-retirement survivor annuity, as
                defined in Code section 417(b) and (c).

        B.      If the Administrative Committee accepts such transfer of funds,
                it shall allocate them to the Rollover Account of the transfer.
                Such funds shall be one hundred percent (100%) vested.

        C.      Rollover Contributions shall not be considered to be Participant
                contributions for the purpose of calculating the limitations
                under the Limitations On Allocations To Each Participant below.




                                      -37-
<PAGE>   44

                     ARTICLE V - ADMINISTRATION OF ACCOUNTS


5.1     Investments.

        The amounts allocated to the Employer and Elective Deferral and
        After-Tax Accounts shall be invested by the Trustee (except as provided
        in Article IX) in accordance with Article VIII.

5.2     Invest In Single Fund And Reasonable Rules.

        The Trustee may cause all contributions paid to it by the Employer and,
        if applicable the Participants, and the income therefrom, without
        distinction between principal and income, to be held and administered as
        a single fund, and the Trustee shall not be required to invest
        separately any share of any Participant except as provided in Loans to
        Participants, Rollover Contributions, Segregation If Installment
        Distribution and the Participant Directed Accounts sections. The Trustee
        may adopt reasonable rules for the administration of such common fund
        and for the determination of the proportionate interest of each
        Participant in the fund.



                                      -38-
<PAGE>   45

5.3     Valuation Of Assets And Allocation Of Changes.

        Any assets of the Trust Fund held in pooled investment vehicles will be
        valued as of the close of the last day of each Plan Year, (which shall
        be the Plan's annual valuation date) at their fair market value. The
        Employer Account of each Participant (or Employer Accounts if the
        Participant has Accrued Benefits for service incurred both prior and
        subsequent to five (5) consecutive One (1) Breaks in Service), including
        any Employer Account held in suspense, and, if applicable, the Elective
        Deferral Account and Rollover Account of each Participant shall be
        adjusted for any net appreciation or net depreciation in such assets of
        the Plan and any net income or net loss of the Trust for such year, with
        each account being credited or charged in the ratio that the amount of
        the account (as of the close of the last day of the preceding Plan Year)
        bears to the total (as of the close of the last day of the preceding
        Plan Year) of all such remaining non-segregated accounts. For the
        purpose of such adjustment of accounts, any contribution made by the
        Employer with respect to a Plan Year shall be considered as having been
        made immediately after such valuation and adjustment, unless such
        contributions are actually allocated to a Participant's account prior to
        such valuation. In making the adjustments required by this section the
        cash value of any life insurance, and the value of any amounts
        segregated in accordance with Loans to Participants, Segregation If
        Installment Distribution and the Participant Directed Accounts sections
        shall not be considered in determining the amount of net appreciation,
        depreciation, gain or loss to be allocated to such account. The amount
        of any net appreciation, depreciation, gain or loss with respect to such
        cash value or segregated account shall be allocated to the individual
        account with respect to which it arose.

        In addition to the valuations required by the first paragraph of this
        section, the Trust Fund and/or various investment options within the
        Trust Fund may be valued at such other times during the Plan Year as the
        Administrative Committee deems prudent. The Administrative Committee may
        establish procedures whereby certain funds and investments may be valued
        on a varied basis including quarterly and daily valuation with the
        individual accounts of Participants valued and adjusted accordingly for
        any net appreciation or net depreciation in such Plan assets.

        For purposes of valuing company stock, which is one of the Plan's
        investment options, fair market value shall mean the closing price on
        the Valuation Date (or, if there is no closing price, then the closing
        bid price) of Qualifying Employer Securities as reported on the
        Composite Tape, or if not reported thereon, then such price as reported
        in the trading reports of the principal securities exchange in the
        United States on which such Qualifying Employer Securities are listed,
        or if the Qualifying Employer Securities are not listed on a securities
        exchange in the United States, the mean between the dealer closing "bid"
        and "ask" prices on the over-the-counter market as reported by the
        National Association of Securities Dealers Automated Quotation System
        (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the Fair
        Market Value of the Qualifying Employer Securities as determined by a
        qualified independent appraiser meeting requirements similar to those
        contained in Treasury regulations under Code section 170(a)(1) and
        Department of Labor Regulations under ERISA section 3(18). Qualifying
        Employer Security shall mean the common stock of the Employer which
        meets the requirements of Code section 409(l).




                                      -39-
<PAGE>   46

        For purposes of all computations required by this section, the accrual
        method of accounting shall be used to value the Trust Fund and the
        assets thereof at their fair market value as of each valuation date.
        Qualifying Employer Securities shall be accounted for as provided in
        Treasury Regulations section 1.402(a)-1(b)(2)(ii), as amended, or any
        regulation or statute of similar import. A stock split of the securities
        held by the Plan, whether they are Employer Securities, or whether
        issued by another corporation shall not be considered income or
        appreciation of the Trust Fund. All stock splits, in contrast to stock
        dividends, shall be recorded on the books of the Trust and shall adjust
        the number of securities held in any account of the Plan effective on
        the legal effective date of the stock split as determined by the issuer.

5.4     Limitations On Allocations To Each Participant.

        A.      If the Participant does not participate in, and has never
                participated in, another qualified plan maintained by the
                Employer or a welfare benefit fund, as defined in Code section
                419(e) maintained by the Employer, or an individual medical
                account, as defined in Code section 415(l)(2), maintained by the
                Employer or a simplified employee pension, as defined in Code
                section 408(k), maintained by the Employer which provides an
                annual addition as defined in Paragraph D(1), the amount of
                annual additions which may be credited to the Participant's
                account for any limitation year will not exceed the lesser of
                the maximum permissible amount or any other limitation contained
                in this Plan. If the Employer contribution that would otherwise
                be contributed or allocated to the Participant's account would
                cause the annual additions for the limitation year to exceed the
                maximum permissible amount, the amount contributed or allocated
                will be reduced so that the annual additions for the limitation
                year will equal the maximum permissible amount.

        B.      Prior to determining the Participant's actual Compensation for
                the limitation year, the Employer may determine the maximum
                permissible amount for a Participant on the basis of a
                reasonable estimation of the Participant's Compensation for the
                limitation year, uniformly determined for all Participants
                similarly situated.

        C.      As soon as administratively feasible after the end of the
                limitation year, the maximum permissible amount for the
                limitation year will be determined on the basis of the
                Participant's actual Compensation for the limitation year.

        D.      If, pursuant to Paragraph C or as a result of an allocation of
                Forfeitures there is an excess amount the excess will be
                disposed of as follows:

                (1)     Any nondeductible voluntary employee contributions (plus
                        Attributable earnings), to the extent they would reduce
                        the excess amount, will be returned to the Participant;




                                      -40-
<PAGE>   47

                (2)     If after the application of Subparagraph A an excess
                        amount still exists, any elective deferrals (plus
                        attributable earnings), to the extent they would reduce
                        the excess amount, will be distributed to the
                        Participant;

                (3)     If after the application of Subparagraph (2) an excess
                        amount still exists, and the Participant is covered by
                        the Plan at the end of the limitation year, the excess
                        amount in the Participant's account will be used to
                        reduce Employer contributions (including any allocation
                        of Forfeitures) for such Participant in the next
                        limitation year, and each succeeding limitation year if
                        necessary.

                (4)     If after the application of Subparagraph (2) an excess
                        amount still exists, and the Participant is not covered
                        by the Plan at the end of a limitation year, the excess
                        amount will be held unallocated in a suspense account.
                        The suspense account will be applied to reduce Employer
                        contributions for all remaining Participants in the next
                        limitation year, and each succeeding limitation year if
                        necessary.

                (5)     If a suspense account is in existence at any time during
                        a limitation year pursuant to this section, it will not
                        participate in the allocation of the Trust's investment
                        gains and losses. If a suspense account is in existence
                        at any time during a particular limitation year, all
                        amounts in the suspense account must be allocated and
                        reallocated to Participants' accounts before any
                        Employer or Employee contributions may be made to the
                        Plan for that limitation year. Excess amounts may not be
                        distributed to Participants or former Participants.

        E.      This subsection applies if, in addition to this Plan, the
                Participant is covered under another qualified defined
                contribution plan maintained by the Employer, a welfare benefit
                fund, as defined in Code section 419(e) maintained by the
                Employer, or an individual medical account, as defined in Code
                section 415(l)(2), maintained by the Employer or a simplified
                employee pension, as defined in Code section 408(k), maintained
                by the Employer which provides an annual addition as defined in
                Paragraph D(1), during any limitation year. The annual additions
                which may be credited to a Participant's account under this Plan
                for any such limitation year will not exceed the maximum
                permissible amount reduced by the annual additions credited to a
                Participant's account under the other plans and welfare benefit
                funds for the same limitation year. If the annual additions with
                respect to the Participant under the other defined contribution
                plans and welfare benefit funds maintained by the Employer are
                less than the maximum permissible amount and the Employer
                contribution that would otherwise cause the annual additions for
                the limitation year to exceed this limitation, the amount
                contributed or allocated will be reduced so that the annual
                additions under all such plans and funds for the limitation year
                will equal the maximum permissible amount. If the annual
                additions with respect to the Participant under such other
                defined contribution plans and welfare benefit funds in the
                aggregate are equal to or greater than the maximum permissible
                amount, no amount will be contributed or allocated to the
                Participant's account under this Plan for the limitation year.




                                      -41-
<PAGE>   48

        F.      Prior to determining the Participant's actual Compensation for
                the limitation year, the Employer may determine the maximum
                permissible amount for a Participant in the manner described in
                Paragraph A(2).

        G.      As soon as is administratively feasible after the end of the
                limitation year, the maximum permissible amount for the
                limitation year will be determined on the basis of the
                Participant's actual Compensation for the limitation year.

        H.      If, as a result of the allocation of forfeitures, a
                Participant's annual additions under this Plan and such other
                plans would result in an excess amount for a limitation year,
                the excess amount will be deemed to consist of the annual
                additions last allocated, except that annual additions
                attributable to a welfare fund or individual medical account
                will be deemed to have been allocated first regardless of the
                actual allocation date.

        I       If an excess amount was allocated to a Participant on an
                allocation date of this Plan which coincides with an allocation
                date of another plan, the excess amount attributed to this Plan
                will be the product of:

                (1)     The total excess amount allocated as of such date, times

                (2)     The ratio of

                        (a)     The annual additions allocated to the
                                Participant for the limitation year as of such
                                date under this Plan to

                        (b)     The total annual additions allocated to the
                                Participant for the limitation year as of such
                                date under this and all the other qualified
                                defined contribution plans.

        J.      Any excess amount attributed to this Plan will be disposed in
                the manner described in Paragraph D.

        K.      If the Employer maintains, or at any time maintained, a
                qualified defined benefit plan covering any Participant in this
                Plan, the sum of the Participant's defined benefit fraction and
                defined contribution fraction will not exceed one (1.0) in any
                limitation year. The annual additions which may be credited to
                the Participant's account under this Plan for any limitation
                year are limited as follows: If the Participant's defined
                benefit fraction and defined contribution fraction would
                otherwise exceed one (1.0), the Participant's accruals under the
                defined benefit plan will be reduced to the extent necessary to
                prevent such combined fraction from exceeding one (1.0) before
                any annual additions to this Plan or any other defined
                contribution plan maintained by the Employer are reduced.




                                      -42-
<PAGE>   49

                For Plan Years beginning after December 31, 1999, this paragraph
                K shall not apply.

        L.      For purposes of this section, the following words and terms
                shall have the meanings indicated:

                (1)     Annual Additions.

                        Annual additions means the sum of the following credited
                        to a Participant's account for the limitation year:

                        (a)     Employer contributions;

                        (b)     Employee contributions;

                        (c)     Forfeitures;

                        (d)     Amounts allocated, after March 31, 1984, to an
                                individual medical account, as defined in Code
                                section 415(l)(2), which is part of a pension or
                                annuity plan maintained by the Employer are
                                treated as annual additions to a defined
                                contribution plan. Also amounts derived from
                                contributions paid or accrued after December 31,
                                1985, in taxable 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 are treated as annual
                                additions to a defined contribution plan; and

                        (e)     Allocations under a simplified employee pension.

                        For this purpose, any excess amount applied under A(4)
                        or B(6) in the limitation year to reduce Employer
                        contributions will be considered annual additions for
                        such limitation year.

                (2)     Compensation.

                        Compensation means wages as defined in Code section
                        3401(a) and all other payments of Compensation to an
                        employee by the Employer (in the course of the
                        Employer's trade or business) for which the Employer is
                        required to furnish the employee a written statement
                        under Code sections 6041(d), 6051(a)(3) and 6052.
                        Compensation must be determined without regard to any
                        rules under Code section 3401(a) that limit the
                        remuneration included in wages based on the nature or
                        location of the employment or the services performed
                        (such as the exception for agricultural labor in Code
                        section 3401(a)(2)).




                                      -43-
<PAGE>   50

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

                        For limitation years beginning after December 31, 1991,
                        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.

                        Notwithstanding the preceding sentence, Compensation for
                        a Participant in a defined contribution plan who is
                        permanently and totally disabled (as defined in Code
                        section 22(e)(3)) is the Compensation such Participant
                        would have received for the limitation year before
                        becoming permanently and totally disabled; for
                        limitation years beginning before January 1, 1997, but
                        not for limitation years beginning after December 31,
                        1996, such imputed compensation for the disabled
                        Participant may be taken into account only if the
                        Participant is not a Highly Compensated Employee (as
                        defined in Code section 414(q)) and contributions made
                        on behalf of such Participant are nonforfeitable when
                        made.

                        For limitation years beginning after December 31, 1997,
                        for purposes of applying the limitations of this
                        Article, Compensation paid or made available during such
                        limitation years shall include any amounts deferred
                        pursuant to Code section 402(e)(3) (with respect to cash
                        or deferred arrangements as defined in Code section
                        401(k)(2)), section 402(h) (with respect to simplified
                        employee pension plans), section 403(b), section 408(p)
                        (with respect to simple retirement accounts), or section
                        457, or contributed to any welfare benefit plans
                        maintained by the Employer through a reduction in the
                        Employee's Compensation which, pursuant to Code section
                        125, are not included in the gross income of the
                        Employee for the taxable year in which such amounts are
                        contributed.

                (3)     Defined Benefit Fraction.

                        Defined benefit fraction means a fraction, the numerator
                        of which is the sum of the Participant's projected
                        annual benefits under all the defined benefit plans
                        (whether or not terminated) maintained by the Employer,
                        and the denominator of which is the lesser of one
                        hundred twenty-five percent (125%) of the dollar
                        limitation determined for the limitation year under Code
                        sections 415(b) and (d) or one hundred forty percent
                        (140%) of the highest average Compensation, including
                        any adjustments under Code section 415(b).

                        Notwithstanding the above, if the Participant was a
                        Participant as of the first day of the first limitation
                        year beginning after December 31, 1986, in one (1) or
                        more defined benefit plans maintained by the Employer
                        which were in existence on May 6, 1986, the denominator
                        of this fraction will not be less than one hundred
                        twenty-five percent (125%) of the sum of the annual
                        benefits under such plans which the




                                      -44-
<PAGE>   51

                        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.

                (4)     Defined Contribution Dollar Limitation.

                        The defined contribution dollar limitation is thirty
                        thousand dollars ($30,000), as adjusted from the 1995
                        limitation year under Code section 415(d).

                (5)     Defined Contribution Fraction.

                        Defined contribution fraction means a fraction, the
                        numerator of which is the sum of the annual additions to
                        the Participant's account under all the defined
                        contribution plans (whether or not terminated)
                        maintained by the Employer for the current and all prior
                        limitation years (including the annual additions
                        attributable to the Participant's nondeductible employee
                        contributions to all defined benefit plans, whether or
                        not terminated, maintained by the Employer, and the
                        annual additions attributable to all welfare benefit
                        funds, as defined in Code section 419(e), individual
                        medical accounts, as defined in Code section 415(l)(2),
                        maintained by the Employer and simplified employee
                        pensions maintained by the Employer), and the
                        denominator of which is the sum of the maximum aggregate
                        amounts for the current and all prior limitation years
                        of service with the Employer (regardless of whether a
                        defined contribution plan was maintained by the
                        Employer). The maximum aggregate amount in any
                        limitation year is the lesser of one hundred twenty-five
                        percent (125%) of the dollar limitation determined under
                        Code sections 415(b) and (d) in effect under Code
                        section 415(c)(1)(A) or thirty-five percent (35%) of the
                        Participant's Compensation for such year.

                        If the Employee was a Participant as of the end of the
                        first day of the limitation year beginning after
                        December 31, 1986, in one (1) or more defined
                        contribution plans maintained by the Employer which were
                        in existence on May 6, 1986, the numerator of this
                        fraction will be adjusted if the sum of this fraction
                        and the defined benefit fraction would otherwise exceed
                        one (1.0) under the terms of this Plan. Under the
                        adjustment, an amount equal to the product of

                        (a)     The excess of the sum of the fractions over one
                                (1.0) times

                        (b)     The denominator of this fraction, will be
                                permanently subtracted from the numerator of
                                this fraction.




                                      -45-
<PAGE>   52

                        The adjustment is calculated using the fractions 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
                        limitation 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 computed to treat
                        all employee contributions as annual additions.

                (6)     Employer.

                        Employer shall mean the employer that adopts this Plan,
                        and all members of a controlled group of corporations
                        (as defined in Code section 414(b) as modified by Code
                        section 415(h)), all commonly controlled trades or
                        businesses (as defined in Code section 414(c) as
                        modified by Code section 415(h), or affiliated service
                        groups (as defined in Code section 414(m)) of which the
                        adopting Employer is a part, and any other entity
                        required to be aggregated with the Employer pursuant to
                        regulations under Code section 414(o).

                (7)     Excess Amount.

                        Excess amount means the excess of the Participant's
                        annual additions for the limitation year over the
                        maximum permissible amount.

                (8)     Highest Average Compensation.

                        Highest average Compensation means the average
                        Compensation for the three (3) consecutive years of
                        service with the Employer that produces the highest
                        average. A year of service with the Employer is the
                        twelve (12)-consecutive month period used for measuring
                        Compensation in the second paragraph of section 2.8.

                (9)     Limitation Year.

                        The limitation year is the Plan Year, unless the
                        Employer elects in writing a different twelve (12)
                        consecutive month period. All qualified plans maintained
                        by the Employer must use the same limitation year. If
                        the limitation year is amended to a different twelve
                        (12) consecutive month period, the new limitation year
                        must begin on a date within the limitation year in which
                        the amendment is made.

                (10)    Maximum Permissible Amount.



                                      -46-
<PAGE>   53

                        The maximum permissible amount is the maximum annual
                        addition that may be contributed or allocated to a
                        Participant's account under the Plan for any limitation
                        year which shall not exceed the lesser of:

                        (a)     The defined contribution dollar limitation, or

                        (b)     Twenty-five percent (25%) of the Participant's
                                Compensation for the 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 section
                        419A(d)(2).

                        If a short limitation year is created because of an
                        amendment changing the limitation year to a different
                        twelve (12)-consecutive month period, the maximum
                        permissible amount will not exceed the defined
                        contribution dollar limitation multiplied by the
                        following fraction:

                  Number of months in the short limitation year
                                       12

                (11)    Projected Annual Benefit.

                        The projected annual benefit means the annual retirement
                        benefit (adjusted to an actuarially equivalent straight
                        life annuity if such benefit is expressed in a form
                        other than a straight life annuity or Qualified Joint
                        and Survivor Annuity) to which the Participant would be
                        entitled under the terms of the plan assuming:

                        (a)     The Participant will continue employment until
                                normal retirement age under the plan (or current
                                age, if later), and

                        (b)     The Participant's Compensation for the current
                                limitation year and all other relevant factors
                                used to determine benefits under the plan will
                                remain constant for all future limitation years.

5.5     Designation Of Beneficiary.

        Each Participant may designate from time to time in writing one (1) or
        more Beneficiaries, who will receive the Participant's vested Accrued
        Benefit in the event of the Participant's death. If the Participant dies
        without having made a Beneficiary designation, the Trustee shall
        distribute such benefits in the following order of priority to the
        deceased Participant's:



                                      -47-
<PAGE>   54

        A.      Spouse,

        B.      Lineal descendants,

        C.      Parents, or

        D.      Estate.

        However, in the event of the death of a married Participant, the
        surviving spouse must be the sole Beneficiary unless the surviving
        spouse has consented in writing to a different election, has
        acknowledged the effect of such election, and the consent and
        acknowledgement are witnessed by a member of the Administrative
        Committee or a notary public. The consent of the spouse shall not be
        necessary if it is established to the satisfaction of the Administrative
        Committee that there is no spouse, the spouse cannot reasonably be
        located, or for such other reasons as the regulations may prescribe. The
        consent of a spouse or reason for not requiring such consent shall be
        applicable only to that spouse. If the spouse of a Participant becomes
        locatable or if a Participant remarries, it shall be the duty of the
        Participant to bring that fact to the attention of the Administrative
        Committee. If the Participant so notifies the Administrative Committee,
        the Administrative Committee shall then, if applicable, proceed to make
        available to such spouse the consent of spouse procedures described in
        this section.


                              ARTICLE VI - VESTING


6.1     Certain Accounts One Hundred Percent (100%)Vested.

        The Accrued Benefit in the Elective Deferral Account and Rollover
        Account shall be one hundred percent (100%) vested at all times.

6.2     Employer Account Vesting On Death, Retirement, Or Total And Permanent
        Disability.

        If a Participant's employment is terminated for death, for Total and
        Permanent Disability, or upon a Participant attaining Normal Retirement
        Age, one hundred percent (100%) of the Accrued Benefit in his Employer
        Account shall vest in the Participant (or in his Beneficiary, as the
        case may be) and shall be distributed in accordance with the provisions
        of Article VII.

6.3     Employer Account Vesting On Termination.

        During the course of a Participant's employment, the following
        percentages of the Accrued Benefit in the Employer Account of the
        Participant shall vest in the Participant and shall, if a Participant's
        employment is terminated prior to attaining Normal Retirement Age except
        for death or Total and Permanent Disability, be distributed to or set
        aside for him (or his Beneficiary) in accordance with the provisions of
        Article VII:



                                      -48-
<PAGE>   55

6.4     Employer Account And Matching Contributions Account Vesting On
        Termination.

        A.      During the course of a Participant's employment, the following
                percentages of the Accrued Benefit in the Employer and Matching
                Accounts of the Participant shall vest in the Participant and
                shall, if a Participant's employment is terminated prior to
                attaining Normal Retirement Age except for death or Total and
                Permanent Disability, be distributed to or set aside for him (or
                his Beneficiary) in accordance with the provisions of Article
                VII:

<TABLE>
<CAPTION>
                            Years of                    Vested
                             Service                  Percentage
                           -----------                ----------
<S>                                                   <C>
                           Less than 3                    0%
                                3                        20%
                                4                        40%
                                5                        60%
                                6                        80%
                                7                        100%
</TABLE>

                The Accrued Benefit in the Employer Matching Accounts of a
                Participant which is not vested as above provided and which is
                forfeited shall be retained by the Trustee for allocation as a
                Forfeiture, in accordance with the provisions of the Manner Of
                Allocation, Restoration of Forfeitures, Suspense Account For
                Terminated Participants and the Repayment of Cash-Out sections.

6.5     Forfeiture For Certain Acts.

        Notwithstanding the provisions of section 6.3, a Participant who has
        less than five (5) years of Total Service for Vesting shall forfeit any
        amount accrued in his Employer Account and Matching Account if he should
        commit any criminal act or willful or malicious act which damages the
        Employer or other Employees, except that this shall not apply to the
        extent the top-heavy vesting schedule (as set forth in Article X)
        applies.

6.6     Restoration Of Forfeitures.

        If a Participant is less than one hundred percent (100%) vested, and
        either

        A.      He receives a distribution from the Plan and then the
                Participant resumes employment with the Employer before the
                occurrence of five (5) consecutive One (1) Breaks in Service, or

        B.      The Participant receives an in-service distribution, then until
                such time as there is a fifth (5th) consecutive One (1) Break in
                Service, the Participant's vested portion of the balance




                                      -49-
<PAGE>   56

                in his account at any time shall be equal to an amount ("X")
                determined by the formula X = P(AB + (R X D)) _ (R X D), where
                "P" is the vested percentage of the Participant at such time,
                "AB" is the balance in the Participant's account at such time,
                "D" is the amount of the distribution not previously repaid by
                the Participant in accordance with the Repayment Of Cash-Out
                section (if applicable), and "R" is the ratio of the account
                balance at the relevant time to the account balance after
                distribution.

        If an Employee who is zero percent (0%) vested is deemed to receive a
        distribution pursuant to the Method Of Distribution Of Accounts section
        below, and that Employee resumes employment covered under this Plan
        before the date he or she incurs five (5) consecutive One (1) Breaks in
        Service, upon the reemployment of such Employee, the Employer-derived
        account balance of the Employee will be restored to the amount on the
        date of such deemed distribution.

        If the Participant's forfeited Accrued Benefit is restored pursuant to
        this section, the restoration shall be made first out of Forfeitures, if
        any, and then by additional Employer contributions.


                     ARTICLE VII - DISTRIBUTION OF BENEFITS


7.1     Method Of Distribution Of Participant Rollover Account Before
        Termination of Service.

        A Participant with the consent of his spouse in accordance with the
        Hardship Distribution section may, upon ninety (90) days notice to the
        Administrative Committee, withdraw part or all of his Accounts which are
        one hundred percent (100%) vested.

7.2     Hardship Distribution.

        A Participant with the consent of his spouse in accordance with the
        Method Of Distribution Of Accounts section may apply in writing to the
        Administrative Committee for a hardship withdrawal of part or all of his
        net distributable amount. The net distributable amount is equal to the
        distributable amount, reduced by the amount of previous distributions on
        account of hardship. The distributable amount is equal to the sum of

        A.      The Participant's Employer contributions which are one hundred
                percent (100%) as of the date of distribution,

        B.      Income allocable to Employer contributions that is credited to
                the Participant's Elective Deferral Account before the end of
                the last Plan Year ending before July 1, 1989,

        C.      Amounts treated as Employer contributions that are credited to
                the Participant's Account before the end of the last Plan Year
                ending before July 1, 1989, and


                                      -50-
<PAGE>   57

        D.      Income allocable to amounts treated as Employer contributions
                that is credited to the Participant's Account before the end of
                the last Plan Year ending before July 1, 1989.

        The Administrative Committee in its discretion and in accordance with
        the provisions of this section shall determine what portion or all of
        such vested Account Balance is necessary to alleviate the hardship. A
        distribution is on account of hardship only if the distribution both is
        made on account of an immediate and heavy financial need of the
        Participant as determined in accordance with subsection A below and is
        necessary to satisfy such financial need as determined in accordance
        with subsection B below. The determination by the Administrative
        Committee of the existence of an immediate and heavy financial need and
        of the amount necessary to meet the need shall be made in a
        nondiscriminatory and uniform manner. The determination of hardship by
        the Administrative Committee shall be final and binding.

        A.      A distribution will be deemed to be made on account of an
                immediate and heavy financial need of the Participant if the
                distribution is for:

                (1)     Expenses for medical care described in Code section
                        213(d) incurred by the Participant, the Participant's
                        spouse, or any dependents of the Participant (as defined
                        in Code section 152), or necessary for these persons to
                        obtain medical care described in Code section 213(d);

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

                (3)     Payment of tuition and related educational fees for the
                        next twelve (12) months of post-secondary education for
                        the Participant, the Participant's spouse, children, or
                        dependents of the Participant;

                (4)     Payments necessary to prevent the eviction of the
                        Participant from his principal residence or foreclosure
                        on the mortgage of that residence; or

                (5)     Such other financial needs as prescribed by the
                        Commissioner of the Internal Revenue Service.

        B.      A distribution will be deemed to be necessary to satisfy an
                immediate and heavy financial need of a Participant if all of
                the following requirements are satisfied:

                (1)     The distribution is not in excess of the amount of the
                        immediate and heavy financial need of the Participant.
                        The amount of an immediate and heavy financial need may
                        include any amounts necessary to pay any federal, state,
                        or local income taxes or penalties reasonably
                        anticipated to result from the distribution;




                                      -51-
<PAGE>   58

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

                (3)     The Participant does not make an Elective Deferral for
                        his taxable year immediately following the taxable year
                        of the hardship distribution in excess of the seven
                        thousand dollar ($7,000) limit (adjusted for the cost of
                        living) for such next taxable year less the amount of
                        such Participant's Elective Deferral for the taxable
                        year of the hardship distribution; and

                (4)     The Participant does not make an Elective Deferral
                        after-tax contribution or contribution to the Plan and
                        to all other plans maintained by the Employer for a
                        twelve (12) month period following the date of receipt
                        of the hardship distribution. For this purpose, the
                        phrase "all other plans maintained by the Employer"
                        means all qualified and nonqualified plans of deferred
                        compensation maintained by the Employer. The phrase
                        includes a stock option, stock purchase, or similar
                        plan, or a cash or deferred arrangement that is part of
                        a cafeteria plan within the meaning of Code section 125.
                        However, such phrase does not include a health or
                        welfare benefit plan, including one that is part of a
                        cafeteria plan.

                If additional methods for distributions are prescribed by the
                Commissioner of the Internal Revenue Service, such additional
                methods for distributions are hereby incorporated by reference.

7.3     Method Of Distribution Of Accounts.

        A.      Except as otherwise provided in the Method Of Distribution Of
                Rollover Account Before Termination Of Service section, the
                Participant shall elect to receive distribution of his vested
                Accrued Benefit, if it exceeds five thousand dollars ($5,000),
                in one of the following forms:

                (1)     An annuity (including a Qualified Joint and Survivor
                        Annuity or Qualified Pre-Retirement Survivor Annuity as
                        provided in this section) for benefits accrued in this
                        Plan on or before January 1, 1999, and excluding
                        Rollover Accounts,

                (2)     A lump-sum distribution (Cash-Out),

                (3)     An installment distribution consisting of approximately
                        equal annual or more frequent installments (subject to
                        the limitations of the Time Of Distribution section
                        above) over a term certain not to exceed five (5) years,
                        or

                (4)     A Direct Rollover.


                                      -52-
<PAGE>   59

        B.      If an Employee terminates service, and the value of the
                Employee's vested Accrued Benefit is not greater than five
                thousand dollars ($5,000), and subject to the Direct Rollover
                section, the Employee will receive a distribution of the value
                of the entire vested portion of such Accrued Benefit and the
                nonvested portion will be treated as a Forfeiture. The entire
                amount of such vested Accrued Benefit shall be distributed in
                the form of a Cash-Out within the time specified in Article 7.
                For purposes of this section, if the value of an Employee's
                vested Accrued Benefit is zero (0), the Employee shall be deemed
                to have received a Cash-Out of such vested Accrued Benefit.

        C.      If the value of a Participant's vested Accrued Benefit exceeds
                (or at the time of any prior distribution exceeded) five
                thousand dollars ($5,000), and the vested Accrued Benefit is
                immediately distributable, the Participant (and the
                Participant's spouse or where either the Participant or the
                spouse has died, the survivor in the case of an Accrued Benefit
                that is subject to the Annuity Forms Of Distribution) must
                consent to any distribution of such vested Accrued Benefit. The
                consent of the Participant (and the Participant's spouse) shall
                be obtained in writing within the ninety (90)-day period ending
                on the annuity starting date. The annuity starting date is the
                first day of the first period for which an amount is paid as an
                annuity or any other form. The Plan Administrative Committee
                shall notify the Participant and the Participant's spouse of the
                right to defer any distribution until the Participant's vested
                Accrued Benefit is no longer immediately distributable (as
                described in Paragraph (2) below). Such notification shall
                include a general description of the material features and an
                explanation of the relative values of, the optional forms of
                benefit available under the Plan in a manner that would satisfy
                the notice requirements of Code section 417(a)(3), and shall be
                provided no less than thirty (30) days and no more than ninety
                (90) days prior to the annuity starting date.

                (1)     Notwithstanding the foregoing, only the Participant need
                        consent to the commencement of a distribution in the
                        form of a Qualified Joint and Survivor Annuity while the
                        vested Accrued Benefit is immediately distributable.
                        (Furthermore, if payment in the form of a Qualified
                        Joint and Survivor Annuity is not required with respect
                        to the Participant pursuant to Article VII of the Plan,
                        only the Participant need consent to the distribution of
                        the vested Accrued Benefit that 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)
                        and if neither the Employer nor any Affiliated Employer
                        maintains another defined contribution plan (other than
                        an employee stock ownership plan as defined in Code
                        section 4975(e)(7)), the Participant's vested Accrued
                        Benefit will, without the Participant's consent, be
                        distributed to the Participant. However, if any
                        Affiliated Employer maintains another defined
                        contribution plan (other than an employee stock
                        ownership plan as defined in Code section 4975(e)(7)),
                        then the Participant's vested Accrued Benefit will be




                                      -53-
<PAGE>   60

                        transferred, without the Participant's consent, to the
                        other plan if the Participant does not consent to an
                        immediate distribution.

                (2)     The Participant's vested Accrued Benefit is immediately
                        distributable if any part of the vested Accrued Benefit
                        could be distributed to the Participant (or surviving
                        spouse) before the Participant attains (or would have
                        attained if not deceased) the later of Normal Retirement
                        Age or age sixty-two (62).

        D.      For purposes of determining the applicability of the foregoing
                consent requirements to distributions made before the first day
                of the first Plan Year beginning after December 31, 1988, the
                Participant's vested Accrued Benefit shall not include amounts
                attributable to accumulated deductible employee contributions
                within the meaning of Code section 72(o)(5)(B).

        E.      If distributions are made in installments rather than a
                Qualified Joint and Survivor Annuity or a Pre-Retirement
                Survivor Annuity, lump-sum distribution or a Cash-Out, then

                (1)     The installments must be over a term certain not to
                        exceed five (5) years, or

                (2)     The amount of the installment to be distributed each
                        year must be at least an amount equal to the quotient
                        obtained by dividing the Participant's entire interest
                        by the life expectancy of the Participant or the joint
                        and last survivor expectancy of the Participant and his
                        designated Beneficiary.

                Life expectancy and joint and last survivor expectancy are
                computed by the use of the return multiples contained in
                Treasury Regulations section 1.72-9, Table V and VI or, in the
                case of payments under a contract issued by an insurance
                company, by use of the life expectancy tables of the insurance
                company. For purposes of this computation, a Participant's life
                expectancy may be recalculated no more frequently than annually,
                but the life expectancy of a nonspouse Beneficiary may not be
                recalculated. If the Participant's spouse is not the designated
                Beneficiary, the method of distribution selected must assure
                that at least fifty percent (50%) of the present value of the
                amount available for distribution is paid within the life
                expectancy of the Participant.

        F.      Any annuity distributed herefrom must 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.

7.4     Time of Distribution.

        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 proposed Treasury Regulation section 1.401(a)(9)-2.




                                      -54-
<PAGE>   61

        A.      After the Participant has attained the Normal Retirement Age or
                has met the requirements for an In-Service Distribution, has
                died, or has terminated his employment, then the lump-sum
                payment, or the Direct Rollover, shall be made as soon as
                administratively feasible after requested by the Participant. If
                the distribution is made prior to the time the Participant
                attains the later of age sixty-two (62) or the Normal Retirement
                Age under the Plan, the Participant must consent to the
                distribution, unless it is in the form of a Cash-Out of five
                thousand dollars ($5,000) or less. If the Participant is zero
                percent (0%) vested in his Accrued Benefit, his vested Accrued
                Benefit will be deemed to have been distributed to him in the
                form of a Cash-Out. However, in all events such distributions
                shall begin no later than sixty (60) days after the end of the
                Plan Year in which occurs the latest of the following:

                (1)     The date on which the Participant attains the earlier of
                        age sixty-five (65) or the Normal Retirement Age;

                (2)     The tenth (10th) anniversary of the year in which the
                        Participant commenced participation in the Plan; or

                (3)     The Termination Date.

        B.      The entire interest of a Participant must be distributed or
                begin to be distributed no later than the Participant's required
                beginning date.

        C.      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 a 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.

        D.      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:

                (1)     Individual account.

                        (a)     If a Participant's benefit is to be distributed
                                over




                                      -55-
<PAGE>   62

                                (i)     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

                                (ii)    A period not extending beyond the life
                                        expectancy of the designated
                                        Beneficiary,

                        (b)     The amount required to be distributed for each
                                calendar year, beginning with distributions for
                                the first distribution calendar year, must at
                                least equal the quotient obtained by dividing
                                the Participant's benefit by the applicable life
                                expectancy.

                        (c)     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
                                fifty percent (50%) of the present value of the
                                amount available for distribution is paid within
                                the life expectancy of the Participant.

                        (d)     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 benefits by the lesser of

                                (i)     The applicable life expectancy or

                                (ii)    If the Participant's spouse is not the
                                        designated Beneficiary,

                                (iii)   The applicable divisor determined from
                                        the table set forth in Q & A-4 of
                                        section 1.401(a)(9)-2 of the proposed
                                        Treasury Regulations. Distributions
                                        after the death of the Participant shall
                                        be distributed using the applicable life
                                        expectancy in Subparagraph D(1)(a) above
                                        as the relevant divisor without regard
                                        to proposed Treasury Regulations section
                                        1.401(a)(9)-2.

                        (e)     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 other calendar years, including
                                the minimum distribution for the distribution
                                calendar year in which the employee's required
                                beginning date occurs, must be made on or before
                                December 31 of that distribution calendar year.

                (2)     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




                                      -56-
<PAGE>   63

                        the requirements of Code section 401(a)(9) and the
                        proposed regulations thereunder.

        E.      If the Participant dies after distributions to him have begun
                but before his entire vested Accrued Benefit has been
                distributed to him, the remaining portion of his vested Accrued
                Benefit shall be distributed from the Plan at least as rapidly
                as under the method of distribution previously established for
                him.

        F.      If the Participant dies before distribution of his interest
                commences, then distributions of the Participant's remaining
                vested Accrued Benefit must be completed by the end of the fifth
                (5th) calendar year following the year of his death. However,
                installment distributions to a designated Beneficiary which
                begin not later than the end of the calendar year following the
                death of the Participant shall be treated as complying with this
                five (5) year distribution requirement (even though the
                installment payments are not completed within five (5) years of
                the Participant's death) if the distributions are made at a rate
                which is not longer than that calculated to provide payment of
                all the Participant's vested Accrued Benefit during the
                anticipated life expectancy of the designated Beneficiary.
                Provided that if the designated Beneficiary is the surviving
                spouse of the deceased Participant, the distributions can begin
                as long after the Participant's death as the date on which the
                deceased Participant would have attained the age of seventy and
                one-half (70-1/2). If the surviving spouse dies after the
                Participant, but before payments to such spouse begin, the
                provisions of this subsection shall be applied as if the
                surviving spouse were the Participant.

                If the Participant has not made an election pursuant to this
                subsection F. by the time of his or her death, the Participant's
                designated Beneficiary must elect the method of distribution no
                later than the earlier of

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

                (2)     December 31 of the calendar year which contains the
                        fifth (5th) 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
                        (5th) anniversary of the Participant's death.

        G.      For purposes of this section, any amount paid to a child of a
                Participant will be treated as if it had been paid to the
                surviving spouse of the Participant if such remaining amount
                becomes payable to the surviving spouse when the child reaches
                the age of majority.

        H.      For the purposes of this section, distribution of a
                Participant's interest is considered to begin on the
                Participant's required beginning date. If distribution in the
                form of an annuity




                                      -57-
<PAGE>   64

                irrevocably commences to the Participant before the required
                beginning date, the date distribution is considered to begin is
                the date distribution actually commences.

        I.      For purposes of this section, the following words and terms
                shall have the meanings indicated:



                                      -58-
<PAGE>   65

               (1)    Applicable Life Expectancy.

                      The Applicable 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 (1) for each
                      calendar year which has elapsed since the date Applicable
                      Life Expectancy was first calculated. If Applicable Life
                      Expectancy is being recalculated, the applicable life
                      expectancy shall be the life expectancy as so
                      recalculated. The applicable calendar year shall be the
                      first distribution calendar year, and if Applicable Life
                      Expectancy is being recalculated such succeeding calendar
                      year.

               (2)    Designated Beneficiary.

                      The individual who is designated as the Beneficiary under
                      the Plan in accordance with Code section 401(a)(9) and the
                      proposed regulations thereunder.

               (3)    Distribution Calendar Year.

                      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 subsection D above.

               (4)    Life expectancy.

                      Life expectancy and joint and last survivor expectancy are
                      computed by use of the expected return multiples in Tables
                      V and VI of Treasury Regulations section 1.72-9, or, in
                      the case of payments under a contract issued by an
                      insurance company, by use of the life expectancy tables of
                      the insurance company.

                      Unless otherwise elected by the Participant (or
                      Participant's spouse, if applicable), 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.

               (5)    Participant's benefit.

                      (a)    The vested Accrued Benefit as of the last valuation
                             date in the calendar year immediately preceding the
                             distribution calendar year (valuation



                                      -59-
<PAGE>   66

                             calendar year) increased by the amount of any
                             contributions or forfeitures allocated to the
                             vested Accrued Benefit as of dates in the valuation
                             calendar year after the valuation date and
                             decreased by distributions made in the valuation
                             calendar year after the valuation date.

                      (b)    For purposes of Subparagraph (a) 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.

               (6)    Required beginning date.

                      (a)    For calendar years beginning  after 1996, the
                             required beginning date of a Participant is the
                             later of

                             (i)    The first day of April of the calendar year
                                    following the calendar year in which the
                                    Participant attains age seventy and one-half
                                    (70-1/2), or

                             (ii)   The calendar year in which the Participant
                                    retires if the Participant is not a five (5)
                                    percent owner of the Employer.

                      (b)    For calendar years beginning on or before 1996 the
                             required beginning date of a Participant is the
                             first day of April of the calendar year following
                             the calendar year in which the Participant attains
                             age seventy and one half (70-1/2).

                      (c)    Five percent (5%) Owner." A Participant is treated
                             as a five percent (5%) owner for purposes of this
                             section if such Participant is a five percent (5%)
                             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 in which such owner
                             attains age sixty-six and one-half (66-1/2) or any
                             subsequent Plan Year.

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

7.5     Qualified Joint and Survivor Annuity or Pre-Retirement Survivor Annuity



                                      -60-
<PAGE>   67

        A.     The provisions of this section shall apply to those Accrued
               Benefits specified in the Method Of Distribution Article.

        B.     Unless an optional form of benefit is selected pursuant to a
               qualified election within the ninety (90) day period ending on
               the annuity starting date, a married Participant's vested Accrued
               Benefit will be paid in the form of a Qualified Joint and
               Survivor Annuity and an unmarried Participant's vested Accrued
               Benefit will be paid in the form of a life annuity. The
               Participant may elect to have such annuity distributed upon
               attainment of the earliest retirement age under the Plan.

        C.     Unless an optional form of benefit has been selected within the
               election period pursuant to a qualified election, if a
               Participant dies before the annuity starting date, then the
               Participant's vested Accrued Benefit shall be applied toward the
               purchase of an annuity for the life of the surviving spouse. The
               surviving spouse may elect to have such annuity distributed
               within a reasonable period after the Participant's death.

        D.     For purposes of this section, the following words and terms shall
               have the meanings indicated:

               (1)    Election Period.

                      The period which begins on the first day of the Plan Year
                      in which the Participant attains age thirty-five (35) and
                      ends on the date of the Participant's death. If a
                      Participant separates from service prior to the first day
                      of the Plan Year in which age thirty-five (35) is
                      attained, with respect to the Accrued Benefit as of the
                      date of separation, the election period shall begin on the
                      date of separation.

               (2)    Pre-age 35 Waiver.

                      A Participant who will not yet attain age thirty-five (35)
                      as of the end of any current Plan Year may make a special
                      qualified election to waive the Qualified Pre-Retirement
                      Survivor Annuity for the period beginning on the date of
                      such election and ending on the first day of the Plan Year
                      in which the Participant will attain age thirty-five (35).
                      Such election shall not be valid unless the Participant
                      receives a written explanation of the Qualified
                      Pre-Retirement Survivor Annuity in such terms as are
                      comparable to the explanation required under Paragraph
                      E(1) automatically reinstated as of the first day of the
                      Plan Year in which the Participant attains age thirty-five
                      (35). Any new waiver on or after such date shall be
                      subject to the full requirements of this section.

               (3)    Earliest Retirement Age.



                                      -61-
<PAGE>   68

                      The earliest date on which, under the Plan, the
                      Participant could elect to receive retirement benefits.

               (4)    Qualified Election.

                      A waiver of a Qualified Joint and Survivor Annuity or a
                      Qualified Pre-Retirement Survivor Annuity. Any waiver of a
                      Qualified Joint and Survivor Annuity or a Qualified
                      Pre-Retirement Survivor Annuity shall not be effective
                      unless:

                      (a)    The Participant's spouse consents in writing to the
                             election;

                      (b)    The election designates a specific Beneficiary
                             including any class of Beneficiaries or any
                             contingent Beneficiaries, which may not be changed
                             without spousal consent (or the spouse expressly
                             permits designations by the Participant without any
                             further spousal consent);

                      (c)    The spouse's consent acknowledges the effect of the
                             election; and

                      (d)    The spouse's consent is witnessed by a Plan
                             representative or notary public.

                      Additionally, a Participant's waiver of the Qualified
                      Joint and Survivor Annuity shall not be effective unless
                      the election designates a form of benefit payment which
                      may not be changed without spousal consent (or the spouse
                      expressly permits designations by the Participant without
                      any further spousal consent). If it is established to the
                      satisfaction of a Plan representative that there is no
                      spouse or that the spouse cannot be located, a waiver will
                      be deemed a qualified election.

                      Any consent by a spouse obtained under this provision (or
                      establishment that the consent of a spouse may not be
                      obtained) shall be effective only with respect to such
                      spouse. A consent that permits designations by the
                      Participant without any requirement of further consent by
                      such spouse must acknowledge that the spouse has the right
                      to limit consent to a specific Beneficiary, and a specific
                      form of benefit where applicable, and that the spouse
                      voluntarily elects to relinquish either or both of such
                      rights. A revocation of a prior waiver may be made by a
                      Participant without the consent of the spouse at any time
                      before the commencement of benefits. The number of
                      revocations shall not be limited. No consent obtained
                      under this provision shall be valid unless the Participant
                      has received notice as provided in subsection E below.

               (5)    Qualified Joint And Survivor Annuity.



                                      -62-
<PAGE>   69

                      An immediate annuity for the life of the Participant with
                      a survivor annuity for the life of the spouse which is not
                      less than fifty percent (50%) and not more than one
                      hundred percent (100%) of the amount of the annuity which
                      is payable during the joint lives of the Participant and
                      the spouse and which is the amount of benefit which can be
                      purchased with the Participant's vested Accrued Benefit,
                      and is further defined in the Qualified Joint and Survivor
                      Annuity section above.



                                      -63-
<PAGE>   70
               (6)    Spouse (Surviving Spouse).

                      The spouse or surviving spouse of the Participant,
                      provided that a former spouse will be treated as the
                      spouse or surviving spouse and a current spouse will not
                      be treated as the spouse or surviving spouse to the extent
                      provided under a qualified domestic relations order as
                      described in Code section 414(p).

               (7)    Annuity Starting Date.

                      The first day of the first period for which an amount is
                      paid as an annuity or any other form.

               (8)    Vested Accrued Benefit.

                      The aggregate value of the Participant's vested Accrued
                      Benefit, whether vested before or upon death, including
                      the proceeds of insurance contracts, if any, on the
                      Participant's life.

        E.     Notice Requirements.

               (1)    In the case of a Qualified Joint and Survivor Annuity, the
                      Administrative Committee shall, no less than thirty (30)
                      days and no more than ninety (90) days prior to the
                      annuity starting date, provide each Participant a written
                      explanation of:

                      (a)    The terms and conditions of a Qualified Joint and
                             Survivor Annuity;

                      (b)    The Participant's right to make and the effect of
                             an election to waive the Qualified Joint and
                             Survivor Annuity form of benefit;

                      (c)    The rights of a Participant's spouse; and

                      (d)    The right to make, and the effect of, a revocation
                             of a previous election to waive the Qualified Joint
                             and Survivor Annuity.

               (2)    In the case of a Qualified Pre-Retirement Survivor Annuity
                      as described in subsection C, the Plan Administrative
                      Committee shall provide each Participant within the
                      applicable period for such Participant a written
                      explanation of the Qualified Pre-Retirement Survivor
                      Annuity in such terms and in such manner as would be
                      comparable to the explanation provided for meeting the
                      requirements of Paragraph E(1).

                      The applicable period for a Participant is whichever of
                      the following periods ends last:



                                      -64-
<PAGE>   71

                      (a)    The period beginning with the first day of the Plan
                             Year in which the Participant attains age
                             thirty-two (32) and ending with the close of the
                             Plan Year preceding the Plan Year in which the
                             Participant attains age thirty-five (35);

                      (b)    A reasonable period ending after the individual
                             becomes a Participant;

                      (c)    A reasonable period ending after Paragraph E(3)
                             ceases to apply to the Participant;

                      (d)    A reasonable period ending after this section first
                             applies to the Participant.

                      Notwithstanding the foregoing, notice must be provided
                      within a reasonable period ending after separation from
                      service in the case of a Participant who separates from
                      service before attaining age thirty-five (35).

                      For purposes of applying the preceding paragraph, a
                      reasonable period ending after the enumerated events is
                      the end of the two (2) year period beginning one (1) year
                      prior to the date the applicable event occurs, and ending
                      one (1) year after that date. In the case of a Participant
                      who separates from service before the Plan Year in which
                      age thirty-five (35) is attained, notice shall be provided
                      within the two (2) year period beginning one (1) year
                      prior to separation and ending one (1) year after
                      separation. If such a Participant thereafter returns to
                      employment with the Employer, the applicable period for
                      such Participant shall be redetermined.

               (3)    Notwithstanding the other requirements of this subsection,
                      the respective notices prescribed by this subsection need
                      not be given to a Participant if:

                      (a)    The Plan "fully subsidizes" the costs of a
                             Qualified Joint and Survivor Annuity or Qualified
                             Pre-Retirement Survivor Annuity, and

                      (b)    The Plan does not allow the Participant to waive
                             the Qualified Joint and Survivor Annuity or
                             Qualified Pre-Retirement Survivor Annuity and does
                             not allow a married Participant to designate a
                             nonspouse beneficiary.

                      For purposes of this Paragraph, a plan fully subsidizes
                      the costs of a benefit if no increase in cost, or decrease
                      in benefits to the Participant may result from the
                      Participant's failure to elect another benefit.

        F.     Safe harbor rules.



                                      -65-
<PAGE>   72

               (1)    This subsection F shall apply to a Participant in a
                      profit-sharing plan, and to any distribution, made on or
                      after the first day of the first Plan Year beginning after
                      December 31, 1988 from or under a separate account
                      attributable solely to accumulated deductible employee
                      contributions, as defined in Code section 72(o)(5)(B) and
                      maintained on behalf of a Participant in a money purchase
                      pension plan, (including a target benefit plan) if the
                      following conditions are satisfied:

                      (a)    The Participant does not or cannot elect payments
                             in the form of a life annuity; and

                      (b)    On the death of a Participant, the Participant's
                             vested Accrued Benefit will be paid to the
                             Participant's surviving spouse, but if there is no
                             surviving spouse, or if the surviving spouse has
                             consented in a manner conforming to a qualified
                             election, then to the Participant's designated
                             Beneficiary.

                      The surviving spouse may elect to have distribution of the
                      vested Accrued Benefit commence within the ninety (90)-day
                      period following the date of the Participant's death. The
                      Accrued Benefit shall be adjusted for gains or losses
                      occurring after the Participant's death in accordance with
                      the provisions of the Plan governing the adjustment of
                      Accrued Benefits for other types of distributions. This
                      subsection F shall not be operative with respect to a
                      Participant in a profit-sharing plan if the plan is a
                      direct or indirect transferee of a defined benefit plan,
                      money purchase plan, a target benefit plan, stock bonus,
                      or profit-sharing plan which is subject to the survivor
                      annuity requirements of Code section 401(a)(11) and Code
                      section 417. If this subsection F is operative, then the
                      provisions of this section, other than subsection G, shall
                      be inoperative.

               (2)    The Participant may waive the spousal death benefit
                      described in this subsection F at any time provided that
                      no such waiver shall be effective unless it satisfies the
                      conditions of Paragraph D(3) (other than the notification
                      requirement referred to therein) that would apply to the
                      Participant's waiver of the Qualified Pre-Retirement
                      Survivor Annuity.

        G.     Transitional Rules.

               (1)    Any living Participant not receiving benefits on August
                      23, 1984, who would otherwise not receive the benefits
                      prescribed by the previous subsections of this section
                      must be given the opportunity to elect to have the prior
                      provisions of this section apply if such Participant is
                      credited with at least one (1) Hour of Service under this
                      Plan or a predecessor plan in a Plan Year beginning on or
                      after



                                      -66-
<PAGE>   73

                      January 1, 1976, and such Participant had at least ten
                      (10) Years of Service for Vesting when he or she separated
                      from service.

               (2)    Any living Participant not receiving benefits on August
                      23, 1984, who was credited with at least one Hour of
                      Service under this Plan or a predecessor plan on or after
                      September 2, 1974, and who is not otherwise credited with
                      any service in a Plan Year beginning on or after January
                      1, 1976, must be given the opportunity to have his or her
                      benefits paid in accordance with Paragraph G(4).

               (3)    The respective opportunities to elect (as described in
                      Paragraphs G(1) and (2) above must be afforded to the
                      appropriate Participants during the period commencing on
                      August 23, 1984, and ending on the date benefits would
                      otherwise commence to said Participants.

               (4)    Any Participant who has elected pursuant to Paragraph G(2)
                      and any Participant who does not elect under Paragraph
                      G(1) or who meets the requirements of Paragraph G(1)
                      except that such Participant does not have at least ten
                      (10) Years of Service for Vesting when he or she separates
                      from service, shall have his or her benefits distributed
                      in accordance with all of the following requirements if
                      benefits would have been payable in the form of a life
                      annuity.

                      (A)    If benefits in the form of a life annuity become
                             payable to a married Participant who:

                             (i)    Begins to receive payments under the Plan on
                                    or after Normal Retirement Age; or

                             (ii)   Dies on or after Normal Retirement Age while
                                    still working for the Employer; or

                             (iii)  Begins to receive payments on or after the
                                    qualified early retirement age; or

                             (iv)   Separates from service on or after attaining
                                    Normal Retirement Age (or the qualified
                                    early retirement age) and after satisfying
                                    the eligibility requirements for the payment
                                    of benefits under the Plan and thereafter
                                    dies before beginning to receive such
                                    benefits;

                             then such benefits will be received under this Plan
                             in the form of a Qualified Joint and Survivor
                             Annuity, unless the Participant has elected
                             otherwise during the election period. The election
                             period must begin at least six (6) months before
                             the Participant attains qualified early retirement
                             age and end not more than ninety (90) days before
                             the



                                      -67-
<PAGE>   74

                             commencement of benefits. Any election hereunder
                             will be in writing and may be changed by the
                             Participant at any time.

                      (B)    A Participant who is employed after attaining the
                             qualified early retirement age will be given the
                             opportunity to elect, during the election period,
                             to have a survivor annuity payable on death. If the
                             Participant elects the survivor annuity, payments
                             under such annuity must not be less than the
                             payments which would have been made to the spouse
                             under the Qualified Joint and Survivor Annuity if
                             the Participant had retired on the day before his
                             or her death. Any election under this provision
                             must be in writing and may be changed by the
                             Participant at any time. The election period begins
                             on the later of

                             (i)    The ninetieth (90th) day before the
                                    Participant attains the qualified early
                                    retirement age, or

                             (ii)   The date on which participation begins, and
                                    ends on the date the Participant terminates
                                    employment.

                      (C)    For purposes of this Paragraph G(4), "qualified
                             early retirement age" is the latest of:

                             (i)    The earliest date, under the Plan, on which
                                    the Participant may elect to receive
                                    retirement benefits,

                             (ii)   The first day of the one hundred twentieth
                                    (120th) month beginning before the
                                    Participant reaches Normal Retirement Age,
                                    or

                             (iii)  The date the Participant begins
                                    participation.

7.6     Segregation If Installment Distribution.

        The Administrative Committee may determine that the Accounts of a
        Participant who is no longer an Employee shall be segregated and set
        aside, in which event the Administrative Committee shall direct the
        Trustee to segregate the vested portion (as defined in Article VI) of
        the entire balance of the Participant's Employer Account and Elective
        Deferral Account, if applicable, and to deposit such portion in a
        separate interest bearing account at a bank or savings and loan
        association, and said account shall cease to participate in the income
        or net loss or appreciation or depreciation of the Trust Fund, as of the
        beginning of the Plan Year in which such segregation occurs, and instead
        will be credited with the full amount of interest earned thereon.



                                      -68-
<PAGE>   75

7.7     Non-Segregation If Installment Distribution.

        In the event the Administrative Committee does not segregate (as
        provided in the Segregation Of Installment Distribution section above)
        the Participant's Accounts, the Accounts shall continue to be treated,
        without interruption, in the same manner as when the Participant was an
        Employee, in which case the installment distributions shall be adjusted
        upward or downward to reflect appreciation or depreciation, or income or
        loss in the Accrued Benefit.

7.8     Distribution After Death Of Participant.

        In the event of the death of a Participant after installment payments
        have begun, but prior to completion of such payments, the full amount of
        such unpaid benefits shall continue to be paid in the form of the
        previously established installments except that the Beneficiary may
        request that the remaining Accrued Benefit be paid in a lump sum.

        In the event of the death of the Participant prior to the start of any
        payment of his Accrued Benefit, distributions shall be made in the form
        and at the time or times selected by the Beneficiary.

7.9     Distribution After Death Of Beneficiary.

        In the event of the death of a Beneficiary (or a contingent Beneficiary,
        if applicable) prior to the completion of payment of benefits due the
        Beneficiary from the Plan, the full amount of such unpaid benefits shall
        at once vest in and become the property of the estate of said
        Beneficiary. In determining the amount of such unpaid benefits, no
        adjustment shall be made by reason of any net income, or net loss, of
        the Trust, or any net appreciation or net depreciation by the Trust's
        assets subsequent to the beginning of the Plan Year in which such final
        distribution occurs.

7.10    Rollover From Plan.

        The Administrative Committee may, in its sole discretion, but only with
        the prior written consent of the Participant, transfer part or all of
        the funds credited to such Participant's Accounts to a retirement plan,
        as described in Code section 401(a) or 403(a) as to which the individual
        is a Participant at the time of such distribution.

7.11    Suspense Account For Terminated Participants.

        If a Participant has terminated his employment but his Employer Account
        is not one hundred percent (100%) vested and he has not had five (5)
        consecutive One (1) Breaks in Service subsequent to his termination, all
        funds in his Employer Account shall be held in suspense until the
        happening of the soonest of the following:

        A.     The Cash-Out of the Participant's vested interest in his Accrued
               Benefit, or





                                      -69-
<PAGE>   76

        B.     The occurrence of five (5) consecutive One (1) Breaks in Service,
               or

        C.     The Participant returning to employment with the Employer, or

        D.     The Participant attaining Normal Retirement Age.

        At such time the Participant's Employer Account shall cease to be held
        in suspense. If a Participant has returned to employment prior to
        incurring five (5) consecutive One (1) Year Breaks in Service, his
        Employer Account which has been held in suspense shall be restored to
        his credit, less any distribution which is not repaid in accordance with
        this section if his Employer Account is no longer held in suspense at
        such time, the amounts required to restore the balance to his credit
        shall be provided through Forfeitures and Employer contributions, in
        that order. If five (5) consecutive One (1) Year Breaks In Service
        occur, or a Cash-Out of the Participant's vested Accrued Benefit occurs,
        the non-vested portion of the Employer Account held in suspense will be
        forfeited and reallocated in accordance with the Manner Of Allocation
        section for the Plan Year in which such Forfeiture occurs; the vested
        portion shall be distributed in accordance with the provisions of
        Article VII. In the case of a Participant attaining Normal Retirement
        Age while his Employer Account is being held in suspense, the entire
        amount will be distributed in accordance with the provisions of Article
        VII.

        Such suspense account shall share in any appreciation, depreciation, or
        net income or loss as if it were not in suspense, except that an account
        which is in suspense shall have no Forfeitures allocated to it for a
        Plan Year in which the Employee does not have a Year of Service for
        Accrual of Benefits.

        Notwithstanding anything contained in this section to the contrary, upon
        the payment of a Participant's vested Accrued Benefit through a
        Cash-Out, the non-vested portion of such Participant's Accrued Benefit
        shall be immediately forfeited and shall be reallocated for the Plan
        Year in accordance with the Manner of Allocation section of Article IV.

        If an Employee terminates service, and elects, in accordance with the
        requirements of subsection of The Time Of Distribution section, above),
        to receive the value of the Employee's vested Accrued Benefit, the
        nonvested portion will be treated as a Forfeiture. If the Employee
        elects to have distributed less than the entire vested portion of the
        Accrued Benefit derived from Employer contributions, the part of the
        nonvested portion that will be treated as a Forfeiture (which will be
        reallocated for the Plan Year in accordance with the Manner Of
        Allocation section above) is the total nonvested portion multiplied by a
        fraction, the numerator of which is the amount of the distribution
        attributable to Employer contributions and the denominator of which is
        the total value of the vested Employer derived Accrued Benefit.

7.12    Unable To Locate Participant Or Beneficiary.



                                      -70-
<PAGE>   77

        If the Participant or Beneficiary to whom benefits are to be distributed
        cannot be located, and reasonable efforts have been made to find him,
        including the sending of notification by certified or registered mail to
        his last known address, the Administrative Committee may direct the
        Trustee to take any of the following actions:

        A.     Distribute the benefits in question to an interest bearing
               savings account established in the name of the Participant or
               Beneficiary; or, if the benefits are payable to a Participant (as
               reasonably determined by the Administrative Committee) the
               Administrative Committee may instruct the Trustee to distribute
               the funds to the Participant by placing them in a savings account
               in the Participant's name or by purchasing U.S. Savings Bonds in
               the Participant's name and holding them for the Participant;

        B.     If the Administrative Committee has taken the reasonable efforts
               to locate the Participant, the Administrative Committee may
               allocate the Participant's Accrued Benefits to a segregated
               account in the manner described in the Segregation If Installment
               Distribution section, as if an installment distribution were
               being made; however, such funds shall be held in the segregated
               account for distribution to the Participant when located.

7.13    Repayment Of Cash-Out.

        If an Employee receives a distribution pursuant to the Method Of
        Distribution Of Accounts section and the Employee resumes employment
        covered under this Plan, the Employee's Employer-Derived Accrued Benefit
        will be restored to the amount on the date of distribution if the
        Employee repays to the Plan the full amount of the distribution
        attributable to Employer contributions before the earlier of five (5)
        years after the first date on which the Participant is subsequently
        re-employed by the Employer, or the date the Participant incurs five (5)
        consecutive One (1) Breaks in Service following the date of the
        distribution. The permissible sources of restoration of the forfeited
        portion of a Cash-Out distribution are Forfeitures and Employer
        contributions.

7.14    Qualified Domestic Relations Orders.

        Notwithstanding any other provisions of Article VII, any Accrued Benefit
        of a Participant may be apportioned between the Participant and the
        alternate payee (as defined in Code section 414(p)(8)) either through
        separate Accounts or by providing the alternate payee a percentage of
        the Participant's accounts. The Administrative Committee may direct
        distributions to an alternate payee pursuant to a qualified domestic
        relations order as defined in Code section 414(p)(1)(A) prior to the
        date on which the Participant attains the earliest retirement age,
        provided that the Administrative Committee has properly notified the
        affected Participant and each alternate payee of the order and has
        determined that the order is a qualified domestic relations order as
        defined in Code section 414(p)(1)(A). The alternate payee shall be paid
        his separate Account or his percentage of the Participant's accounts,
        computed as of the valuation date described in the Valuation Of Assets
        And Allocation Of Changes section, in a lump sum payment notwithstanding



                                      -71-
<PAGE>   78

        the value of such lump sum payment unless the domestic relations order
        specifies a different manner of payment permitted by the Plan; the
        alternate payee shall not be required to consent to such lump sum
        payment. The Administrative Committee shall adopt reasonable procedures
        to determine the qualified status of domestic relations orders and to
        administer the distributions thereunder.

7.15    Direct Rollover.

        Notwithstanding any other provision of the Plan, for distributions made
        after December 31, 1992 the Plan Administrative Committee shall advise
        any distributee entitled to receive an eligible rollover distribution,
        at the same time as the notice required to be given pursuant to Article
        VII (or such other time as is permitted by law) of his right to elect a
        direct rollover to an eligible retirement plan, pursuant to the
        provisions of this section. To elect a direct rollover the distributee
        must request in writing to the Plan Administrative Committee that all or
        a specified portion of the eligible rollover distribution be transferred
        directly to an eligible retirement plan. If a distribution will be made
        on behalf of the distributee in more than one (1) year, the notice
        specified in the first sentence of this section must be given to the
        distributee in each year in which there is an eligible rollover
        distribution, and the distributee must file a new election with the Plan
        Administrative Committee if he wishes to have the eligible rollover
        distribution transferred directly to an eligible retirement plan.

        The distributee shall not be entitled to elect a direct rollover
        pursuant to this section unless he has obtained a waiver of any
        applicable Qualified Joint and Survivor Annuity, as required pursuant to
        the Qualified Joint And Survivor Annuity section above in Article VII.

        For purposes of this section, the following definitions shall apply:

        A,     A "direct rollover" is a payment by the Plan to the eligible
               retirement plan specified by the distributee.

        B.     A "distributee" includes an Employee or former Employee. In
               addition, the Employee's or former Employee's surviving spouse
               and the Employee's (or former Employee's) spouse or former spouse
               who is the alternate payee under a qualified domestic relations
               order, as defined in Code section 414(p), are distributees with
               regard to the interest of the spouse or former spouse.

        C.     An "eligible retirement plan" is a retirement plan which meets
               the requirements of Code section 401(a), an annuity described in
               Code section 403(a), an individual retirement account described
               in Code section 408(a), or an individual retirement annuity
               (other than an endowment contract) described in Code section
               408(b), the terms of which permit the acceptance of a direct
               rollover of the distributee's eligible rollover distribution.
               However, in the case of an eligible rollover distribution to the
               surviving spouse, an eligible retirement plan is an individual
               retirement account or an individual retirement annuity. The



                                      -72-
<PAGE>   79

               Administrative Committee may establish reasonable procedures for
               ascertaining that the eligible retirement plan meets the
               preceding requirements.

        D.     An "eligible rollover distribution" is any distribution from this
               Plan on or after January 1, 1993 of all or any portion of the
               balance to the credit of the distributee, except for
               distributions (or portions thereof) which are

               (1)    Part of a series of substantially equal periodic payments
                      (not less frequently than annually) made over the life of
                      the Employee (or the joint lives of the Employee and the
                      Employee's designated beneficiary), the life expectancy of
                      the Employee (or the joint life and last survivor
                      expectancy of the Employee and the Employee's designated
                      beneficiary), or a specified period of ten (10) years or
                      more;

               (2)    Required under Code section 401(a)(9) (relating to the
                      minimum distribution requirements); or

               (3)    The portion of any distribution that is not includable in
                      gross income (determined without regard to the exclusion
                      for net unrealized appreciation in employer securities
                      described in Code section 402(e)(4)).


                 ARTICLE VIII - DUTIES AND AUTHORITY OF TRUSTEE


8.1     Receive Payments.

        The Trustee shall receive from the Employer the payments made by it on
        account of its contributions under the Plan, and made by Participants,
        if any, but the Trustee shall have no duty to compute any amount due
        from the Employer or to collect the same.

8.2     Value Assets.

        The Trustee shall value the assets of the Trust Fund as of the close of
        the last day of each Plan Year at their fair market value and the
        Administrative Committee or its agent will allocate the sums contributed
        by the Employer and by Participants, if any, plus the net income or
        minus the net loss of the Trust Fund and plus the net appreciation or
        minus the net depreciation in the Trust Fund to separate bookkeeping
        accounts in the names of the respective Participants under the Plan in
        accordance with the provisions of Article V.

8.3     Segregation Of Accounts.

        When directed in writing by the Administrative Committee, the Trustee
        shall segregate the accounts of terminated Participants in accordance
        with the provisions of the Rollover Contribution section of Article IV
        and of the Segregation Of Installment Distribution section of Article
        VII, and



                                      -73-
<PAGE>   80

        make payments out of the Trust Fund from time to time to the
        Participants or their Beneficiaries, such payments to be made in the
        manner and in the amounts as may be specified in the written
        instructions of the Administrative Committee.



                                      -74-
<PAGE>   81
8.4     Tax Returns And Reports.

        If the Trustee is a corporate fiduciary, then such Trustee shall prepare
        or cause to have prepared and filed, all tax returns, reports, and
        related documents, except as otherwise specifically provided in this
        Plan or unless the Administrative Committee, in writing, relieves the
        Trustee of such obligation, in part or entirely, in which case the
        Administrative Committee, or the person or persons it designates, shall
        be responsible for filing the tax returns, reports, and related filings,
        as provided by the Administrative Committee. The Trustee shall be
        entitled to rely on the accuracy of any written statement from the
        Administrative Committee or from an officer of the Employer as to those
        matters provided in Article IX.

8.5     Powers.

        The Trustee is authorized and empowered to:

        A.     Invest and reinvest the Trust Fund, without distinction between
               principal and income, in bank accounts, certificates of deposit,
               common stocks, preferred stocks, bonds, notes, debentures,
               mortgages, U.S. retirement plan bonds, and in other property,
               real or personal, so long as the incidents of ownership of such
               property are within the jurisdiction of the United States, and so
               long as such investments do not violate applicable law;

        B.     Sell, exchange, convey, transfer, or otherwise realize the value
               of any property held by it;

        C.     Convert any stocks, bonds, or other securities; to give general
               or special proxies or powers of attorney with or without power of
               substitution; to exercise any warrants, conversion privileges,
               subscription rights, or other options and to make any payment
               incidental thereto; to consent to or otherwise participate in
               corporate reorganizations or other changes affecting corporate
               securities and to delegate discretionary powers to pay any
               assessments or charges in connection therewith; and generally to
               exercise any of the powers of an owner with respect to stocks,
               bonds, securities or other properties held in the Trust Fund;

        D.     Make, execute, acknowledge, and deliver any and all documents of
               transfer and conveyance and any other instruments that may be
               necessary or appropriate to carry out the powers herein granted;

        E.     Register any investments held in the Trust Fund in its own name
               or in the name of a nominee or nominees and to hold any
               investment in bearer form, but the books and records of the
               Trustee shall at all times show that all such investments are
               part of the Trust Fund;



                                      -75-
<PAGE>   82

        F.     Invest all or a part of the Trust Fund in deposits which bear a
               reasonable rate of interest in a bank or similar financial
               institution, even though such institution is a Trustee or other
               fiduciary, as defined in Code section 4975(e)(3);

        G.     Invest in a common or collective trust fund or pooled investment
               fund maintained by a bank or trust company or a pooled investment
               fund of an insurance company qualified to do business in a State
               even though such bank, trust company or insurance company is a
               disqualified person, as defined in Code section 4975(e)(2);

        H.     Make distributions to Participants or Beneficiaries in cash,
               insurance policies or any other property; and

        I.     Perform all such acts, although not specifically mentioned
               herein, as the Trustee may deem necessary to administer the Trust
               Fund and to carry out the purpose of the Trust; and

        J.     Borrow or loan sums, except as prohibited by Code section 4975(c)
               (without reference to Code section 4975(d)), as the Trustee deems
               desirable, and for that purpose, to mortgage or pledge all or
               part of the Trust Fund.

8.6     Expenses.

        All brokerage costs, transfer taxes and similar expenses incurred in
        connection with the investment and reinvestment of the Trust Fund and
        all taxes of any kind whatsoever which may be levied or assessed under
        existing or future laws upon or in respect of the Trust Fund, and any
        interest which may be payable on money borrowed by the Trustee for the
        purpose of the Trust, shall be paid from the Trust Fund, and, until
        paid, shall constitute a charge upon the Trust Fund. All other
        administrative expenses incurred by the Trustee in the performance of
        its duties, including such Compensation to the Trustee as may be agreed
        upon from time to time between the Employer and the Trustee (in
        accordance with the Trustee's standard schedule of fees in effect from
        time to time during the time it administers this Trust, if applicable)
        and all proper charges and disbursements of the Trustee, may be paid by
        the Employer, and if not paid by the Employer shall be paid from the
        Trust Fund, and until paid shall constitute a charge upon the Trust
        Fund. If the Employer advises the Trustee in writing of its
        determination to make no further contribution to this Trust, the
        expenses of the Trustee shall thereafter be charged against and paid out
        of the Trust Fund and a lien for the payment thereof shall be impressed
        upon the assets of the Trust to be charged proportionately against the
        amount standing to the credit of each Participant. However, no person
        who is a disqualified person (as defined in Code section 4975(e)(2)) and
        who received full-time pay from the Employer, may receive Compensation
        from the Trust except for reimbursement of expenses properly and
        actually incurred.

        The Trustee may inspect the records of the Employer whenever such
        inspection may be reasonably necessary in order to determine any fact
        pertinent to the performance of its duties as



                                      -76-
<PAGE>   83

        the Trustee. The Trustee, however, shall not be required to make such
        inspection, but may, in good faith, rely on any statement of the
        Employer or any of its officers.

8.7     Litigation.

        The Trustee shall not be required to participate in any litigation
        either for the collection of monies or other property due the Trust
        Fund, or in defense of any claim against the Trust Fund unless the
        Trustee shall have been indemnified to its satisfaction against all
        expenses and liability to which the Trustee might become subject.

8.8     Written Instructions.

        When any act of the Trustee is based upon instructions of the Employer
        or the Administrative Committee, the Trustee may rely upon instructions
        in writing, signed by an officer of the Employer, or upon written
        instructions from the Administrative Committee or the Plan
        Administrative Committee, as appropriate.

8.9     Appointment of Investment Manager.

        The Trustee, with the written concurrence of the Plan Administrative
        Committee, may appoint an Investment Manager (as defined in ERISA
        section 3(38)), who shall have responsibility for investment of the
        Trust Fund. The Investment Manager shall have the investment powers
        granted the Trustee in the Powers section of this Article VIII above
        except to the extent the Investment Manager's powers are specifically
        limited by an agreement between the Trustee and Investment Manager.

8.10    Removal And Resignation Of The Trustee.

        The Employer may at any time remove any Trustee acting hereunder or
        appoint a corporation and/or an individual or individuals to be
        successor Trustee hereunder in the place of any removed or resigning
        Trustee. Any Trustee may at any time resign by giving written notice to
        the Employer, which resignation shall take effect on the date therein
        specified and which shall not be less than thirty (30) days from the
        date of notice unless the Employer shall agree to an earlier date.

8.11    Participant Directed Accounts.

        Notwithstanding the Invest In Single Fund And Reasonable Rules section
        of Article V, the Administrative Committee may at any time determine
        that the Plan will permit each Participant (and the Beneficiary of a
        Participant) to invest all or a part of the one hundred percent (100%)
        vested funds in his Employer Account, Matching Contributions Account,
        Participant After-Tax Account, Elective Deferral Account, Qualified
        Matching Contributions Account, Qualified Nonelective Contributions
        Account and, Rollover Account in a range of specified options beginning
        at the time specified by the Administrative Committee, but only
        following written notification to the



                                      -77-
<PAGE>   84

        Trustee of such action. Provided, however, that such investments shall
        not include "collectibles" as defined in Code section 408(m). After the
        effective date of such action the Participant may, from time to time,
        instruct the Trustee, or person designated by the Administrative
        Committee to purchase and/or sell assets of the type permitted for his
        Employer Account, Matching Contributions Account, Participant After-Tax
        Account, Elective Deferral Account, Qualified Matching Contributions
        Account, Qualified Nonelective Contributions Account and, Rollover
        Account. Notwithstanding the preceding, the Administrative Committee may
        establish reasonable rules limiting the investment discretion and
        investment timing of a Participant and similar matters. Accounts which
        have been individually directed will be segregated for the purpose of
        allocating earnings and expenses pursuant to the Valuation Of Assets and
        Allocation Of Changes section of Article V above. All expenses incurred
        pursuant to a Participant's directing investments, including brokerage
        fees, state and federal income taxes arising from unrelated business
        taxable income and any other incidental expenses shall be paid solely
        with funds from the accounts of such Participant. Neither the Trustee
        nor the Administrative Committee will be held liable for the
        Participant's investment choice, so long as the investment is made
        pursuant to this section 8.11.


          ARTICLE IX - DUTIES AND AUTHORITY OF ADMINISTRATIVE COMMITTEE


9.1     Appointment.

        This Plan shall be administered by an Administrative Committee, which
        shall consist of at least one (1) but not more than seven (7) persons
        appointed by the board of directors of the Employer, who shall signify
        in writing their acceptance of such appointment. Any member of the
        Administrative Committee may resign upon giving written notice to the
        board of directors of the Employer. Each appointee shall hold office at
        the pleasure of the board of directors of the Employer. Vacancies
        arising in the Administrative Committee from death, resignation, removal
        or otherwise, shall be filled by the board of directors of the Employer,
        but the Administrative Committee may act notwithstanding the existence
        of vacancies so long as there is at least one (1) member of the
        Administrative Committee.

9.2     No Discrimination.

        The Administrative Committee shall not take any action nor direct the
        Trustee to take any action that would result in benefiting one (1)
        Participant or group of Participants at the expense of another, or
        discriminating between Participants similarly situated, or applying
        different rules to substantially similar sets of facts.

9.3     Majority Action.

        The Administrative Committee shall act by a majority (or by all members
        if there be only one (1) or two (2) members) of the number of members
        constituting the Administrative Committee at the time



                                      -78-
<PAGE>   85

        of such action, and such action may be taken either by vote at a meeting
        or in writing without a meeting.

9.4     Powers.

        Except as otherwise provided in the Plan, the Administrative Committee
        shall have control of the administration of the Plan, with all powers
        necessary to enable it to carry out its duties in that respect. Not in
        limitation, but in amplification of the foregoing, the Administrative
        Committee shall have the power, in its sole discretion, to interpret or
        construe the Plan and to determine all questions that may arise
        hereunder as to the status and rights of Participants and others
        hereunder. The Administrative Committee shall have the right,
        exercisable at any time by delivery to the Trustee of an instrument in
        writing, to instruct or direct the Trustee with respect to the
        investment of the Trust Fund. The Administrative Committee may inspect
        the records of the Employer or Trustee whenever such inspection may be
        reasonably necessary in order to determine any fact pertinent to the
        performance of the duties of the Administrative Committee. The
        Administrative Committee, however, shall not be required to make such
        inspection, but may, in good faith, rely on any statement of the Trustee
        or Employer or any of its officers or employees.

9.5     Filing Reports.

        The Administrative Committee shall furnish, or shall see that the
        Employer furnishes, a summary of this Plan to all Employees, as required
        by applicable Federal law. The Administrative Committee shall furnish to
        the Trustee the names of all Employees who become eligible as
        Participants, and the Administrative Committee shall notify each
        Employee of his eligibility.

9.6     Records And Information.

        The Administrative Committee shall keep a complete record of all its
        proceedings and all data necessary for the administration of the Plan.

9.7     Information To Participants.

        The Administrative Committee shall direct the maintenance of separate
        accounts of the Participants. It shall give each Participant, at least
        once every year, information as to the balance of his Employer Account
        and Elective Deferral Account, if applicable.

9.8     Compensation Of Members.

        The members of the Administrative Committee shall serve without
        Compensation for their services as such, but shall be reimbursed by the
        Employer for all necessary expenses incurred in the discharge of their
        duties. If the Employer advises the Administrative Committee in writing
        of its determination to make no further contributions to the Plan, the
        expenses of the Administrative Committee shall thereafter be charged
        against and paid out of the Trust Fund and a lien for the



                                      -79-
<PAGE>   86

        payment thereof shall be impressed upon the assets of the Trust to be
        charged proportionately against the amount standing to the credit of
        each Participant.



                                      -80-
<PAGE>   87
9.9     Review Of Participant's Claims.

        In case the claim of any Participant or Beneficiary for benefits under
        the Plan is denied, the Administrative Committee shall provide within
        ninety (90) days of receipt of such written claim adequate notice in
        writing to such claimant, setting forth the specific reasons for such
        denial. The notice shall be written in a manner calculated to be
        understood by the claimant. The Administrative Committee shall afford a
        Participant or Beneficiary, whose claim for benefits has been denied,
        sixty (60) days from the date notice of such denial is delivered or
        mailed in which to appeal the decision in writing to the Administrative
        Committee. If the Participant or Beneficiary appeals the decision in
        writing within sixty (60) days, the Administrative Committee shall
        review the written comments and any submissions of the Participant or
        Beneficiary and render its decision regarding the appeal within sixty
        (60) days of receipt of such appeal.


                  ARTICLE X - MODIFICATIONS FOR TOP-HEAVY PLANS


10.1    Application Of Article.

        The provisions in this Article X shall take precedence over any other
        provisions in the Plan with which they conflict.

10.2    Definitions.

        For purposes of this Article X, the following words and terms shall have
        the meanings indicated:

        A.     Key employee.

               A "key employee" is any Employee or former Employee (and the
               beneficiaries of such Employee) who at any time during the
               determination period was

               (1)  An officer of the Employer if such individual's annual
                    Compensation exceeds fifty percent (50%) of the dollar
                    limitation under Code section 415(b)(1)(A),

               (2)  An owner (or considered an owner under Code section 318) of
                    one (1) of the ten (10) largest interests in the Employer if
                    such individual's Compensation exceeds one hundred percent
                    (100%) of the dollar limitation under Code section
                    415(c)(1)(A),

               (3)  A five percent (5%) owner of the Employer, or

               (4)  A one percent (1%) owner of the Employer who has an annual
                    Compensation of more than one hundred fifty thousand dollars
                    ($150,000).



                                      -81-
<PAGE>   88

        B.     Annual Compensation.

               Annual Compensation means Compensation as defined in Code section
               415(c)(3), and for all Plan Years includes amounts contributed by
               the Employer pursuant to a salary reduction agreement which are
               excludable from the employee's gross income under Code section
               125, section 402(e)(3), section 402(h) or section 403(b). The
               determination period is the Plan Year containing the
               determination date and the four (4) preceding Plan Years.

               The determination of who is a key employee will be made in
               accordance with Code section 416(i)(1) and the regulations
               thereunder.

        C.     Top-Heavy plan.

               A "top heavy plan" or any Plan Year beginning after December 31,
               1983, this Plan is top-heavy if any of the following conditions
               exists:

               (1)    If the top-heavy ratio for this Plan exceeds sixty percent
                      (60%) and this Plan is not part of any required
                      aggregation group or permissive aggregation group of
                      plans.

               (2)    If this Plan is a part of a required aggregation group of
                      plans but not part of a permissive aggregation group and
                      the top-heavy ratio for the group of plans exceeds sixty
                      percent (60%).

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

        D.     Top-Heavy ratio.

               (1)    If the Employer maintains one (1) or more defined
                      contribution plans (including any simplified employee
                      pension plan) and the Employer has not maintained any
                      defined benefit plan which during the five (5)-year period
                      ending on the determination date(s) 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(s) (including any part of any account
                      balance distributed in the five (5) year period ending on
                      the determination date(s)), and the denominator of which
                      is the sum of all account balances (including any part of
                      any account balance distributed in the five (5) year
                      period ending on the determination date(s)), both computed
                      in accordance with Code section 416 and the regulations
                      thereunder. Both the numerator and denominator of the
                      top-heavy ratio are increased to reflect any contribution
                      not actually made



                                      -82-
<PAGE>   89

                      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.

               (2)    If the Employer maintains one (1) or more defined
                      contribution plans (including any simplified employee
                      pension plan) and the Employer maintains or has maintained
                      one (1) or more defined benefit plans which during the
                      five (5)-year period ending on the determination date(s)
                      has or has had any 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 all account balances under the aggregated defined
                      contribution plan or plans for all key employees,
                      determined in accordance with Paragraph (1) above, and the
                      present value of accrued benefits under the aggregated
                      defined benefit plan or plans for all key employees as of
                      the determination date(s), and the denominator of which is
                      the sum of the account balances under the aggregated
                      defined contribution plan or plans for all Participants,
                      determined in accordance with Paragraph (1) above, and the
                      present value of accrued benefits under the defined
                      benefit plan or plans for all Participants as of the
                      determination date(s), all determined in accordance with
                      Code section 416 and the regulations thereunder. The
                      accrued benefits under a defined benefit plan in both the
                      numerator and denominator of the top-heavy ratio are
                      increased for any distribution of an accrued benefit made
                      in the five (5)-year period ending on the determination
                      date.

               (3)    For purposes of Paragraphs (1) and (2) 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 twelve (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 a Participant

                      (a)    Who is not a key employee but who was a key
                             employee in a prior year, or

                      (b)    Who has not been credited with at least one (1)
                             Hour of Service with any Employer maintaining the
                             Plan at any time during the five (5)-year period
                             ending on the determination date will be
                             disregarded. The calculation of the top-heavy
                             ratio, and the extent to which distributions,
                             rollovers, and transfers are taken into account
                             will be made in accordance with Code section 416
                             and the regulations thereunder.

                      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.



                                      -83-
<PAGE>   90

                      The accrued benefit of a Participant other than a key
                      employee shall be determined under

                      (a)    The method, if any, that uniformly applies for
                             accrual purposes under all defined benefit plans
                             maintained by the Employer, or

                      (b)    If there is no such method, as if such benefit
                             accrued not more rapidly than the slowest accrual
                             rate permitted under the fractional rule of Code
                             section 411(b)(1)(C).

        E.     Permissive Aggregation Group.

               The required aggregation group of plans plus any other plan or
               plans of the Employer which, when considered as a group with the
               required aggregation group, would continue to satisfy the
               requirements of Code sections 401(a)(4) and 410.

        F.     Required Aggregation Group.

               "Required Aggregation Group." A group consisting of

               (1)    Each qualified plan of the Employer in which at least one
                      (1) key employee participated at any time during the
                      determination period (regardless of whether the plan has
                      terminated), and

               (2)    Any other qualified plan of the Employer which enables a
                      plan described in (1) to meet the requirements of Code
                      sections 401(a)(4) or 410.

        G.     Determination Date.

               The date, for any Plan Year subsequent to the first Plan Year,
               which is the last day of the preceding Plan Year; and in the case
               of the first (1st) year of the Plan, the last day of that year.

        H.     Non-Key Employee.

               Any Employee who is not a key employee.

10.3    Accelerated Vesting.

        Unless the Plan provides for full and immediate vesting of Employer and
        Elective Deferral Accounts upon participation, then for any Plan Year in
        which this Plan is deemed to be a top-heavy plan, the vesting schedule
        contained in Article VI shall be modified as follows:



                                      -84-
<PAGE>   91

<TABLE>
<CAPTION>
                    =========================================================
                         Total Service for Vesting
                        (excluding Years of Service
                          prior to effective date              Vested
                               of this Plan                  Percentage
                    =========================================================
<S>                                                          <C>
                                Less than 2                      0%

                                     2                          20%

                                     3                          40%

                                     4                          60%

                                     5                          80%

                                  6 more                        100%
                    =========================================================
</TABLE>

        Should this Plan not be deemed to be a top-heavy plan after previously
        being so categorized, the vesting schedule contained in the Employer
        Account Vesting On Termination section of Article VI shall again be
        effective except that the vested percentage attained by Participants
        shall not be reduced thereby and Participants with three (3) or more
        Years of Service for Vesting shall have the right to select the vesting
        schedule under which their vested Accrued Benefit will be determined.

10.4    Minimum Contributions.

        For any Plan Year in which this Plan is determined to be a top-heavy
        plan, a minimum Employer contribution shall be made pursuant to the
        maintained by the Employer to the account of each non-key employee
        (except those who are separated from service with the Employer at the
        end of the Plan Year). If the top-heavy minimum allocation is not
        satisfied with respect to a Participant by the other plan of the
        Employer, the Employer will provide under this Plan any additional
        contributions required to satisfy the minimum contribution under Code
        section 416 for such Participant. If the top-heavy minimum benefit is
        not satisfied with respect to a Participant by the other plan of the
        Employer, the Employer will provide under this Plan any additional
        contributions required to satisfy the top-heavy minimum contribution
        under Code section 416 for such Participant.

        For the purposes of this section, the minimum Employer contribution
        provided to each non-key employee Participant (except those who are
        separated from service with the Employer at the end of the Plan Year)
        shall be equal to three percent (3%) of such non-key employee's annual
        Compensation. If, however, the Employer contribution and any Employee
        deferrals, under this and any other defined contribution plan required
        to be included in the permissive or required aggregation group and
        maintained by the Employer, for any key employee for such Plan Year is
        less than three percent (3%) of such key employee's total annual
        Compensation not in excess of two hundred thousand dollars ($200,000)
        (for Plan Years beginning before 1989), then the Employer contribution
        to each Participant (except those who are separated from service with
        the Employer at the end of the Plan Year) shall equal the amount which
        results from multiplying such Participant's annual Compensation times
        the highest contribution rate of any key employee (taking



                                      -85-
<PAGE>   92

        into account both Employer contributions and Employee deferrals) covered
        by the Plan. In determining the amount of Employer contributions which
        are needed to satisfy the requirements of this section, employee
        deferrals and employer matching contributions for non-key employees
        shall not be taken into account.

        For the purposes of this section, the minimum non-integrated benefit
        provided by the Employer to each non-key employee Participant (except
        those who have less than a Year of Service for Accrual of Benefits for
        the Plan Year) is an amount, which when expressed as an annual
        retirement benefit, shall be no less than two percent (2%) of such
        non-key employee's average annual Compensation for his five (5) highest
        consecutive Years of Service for Vesting, multiplied by the Employee's
        Years of Service for Vesting with the Employer, not to exceed ten (10)
        years. For the purposes of the preceding sentence, Years of Service for
        Vesting with the Employer shall not include Years of Service for Vesting
        completed during any Plan Year which begins before January 1, 1984, or
        Years of Service for Vesting completed during a Plan Year for which the
        Plan is not a top-heavy plan. For the purposes of this section, the
        minimum benefit provided above shall be computed in the form of a single
        life annuity, with no ancillary benefits, beginning at Normal Retirement
        Age.

        Notwithstanding the other provisions of this section, if the Employer
        maintains both this Plan and a defined benefit plan, for Employees
        covered under both plans the minimum Employer contribution or minimum
        non-integrated benefit for top-heavy purposes shall be one of the
        following:

        A.     The minimum non-integrated benefit, as described above, provided
               under a defined benefit plan,

        B.     The minimum non-integrated benefit, as described above, provided
               under a defined benefit plan, but offset by Employer
               contributions, as permitted by Treasury Regulation section
               1.416-1(e), M-12,

        C.     A combination of Employer contributions under the defined
               contribution plan and benefits under the defined benefit plan
               which results, under comparability analysis, in the equivalent of
               a minimum non-integrated benefit, as permitted by Treasury
               Regulation section 1.416-1(e), M-12, or

        D.     The minimum Employer contribution, as described above, increased
               to five percent (5%) (from three percent (3%)) of an Employee's
               annual Compensation.

        The minimum allocation required (to the extent required to be
        nonforfeitable under Code section 416(b)) may not be forfeited under
        Code section 411(a)(3)(B) or 411(a)(3)(D).

10.5    Limitation On Compensation Taken Into Account Under Plan.



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<PAGE>   93

        For any Plan Year prior to Plan Years beginning before January 1, 1989,
        in which this Plan is deemed to be a top-heavy plan the definition of
        annual Compensation contained in the subsection of the Definitions
        section of Article X shall exclude amounts in excess of two hundred
        thousand dollars ($200,000). For any Plan Year beginning on or after
        January 1, 1993 annual Compensation shall exclude amounts in excess the
        limitation under Code section 401(a)(17) (i.e., one hundred fifty
        thousand dollars ($150,000) adjusted for the cost of living).

10.6    Modification Of Defined Benefit And Defined Contribution Fraction.

        For any Plan Year in which the Plan is deemed to be a top-heavy plan,
        the denominators of the defined benefit fraction and the defined
        contribution fraction contained in subsection of the Limitations On
        Allocations To Each Participant section of Article V, shall be deemed to
        be modified by substituting one hundred percent (100%) for one hundred
        twenty-five percent (125%). Notwithstanding the above, if this Plan
        would not be deemed to be a top-heavy plan if ninety percent (90%) were
        substituted for sixty percent (60%) in the Definitions section of
        Article X and if the Employer provides benefits and/or makes
        contributions to the Employer Accounts of non-key employees who
        participate in defined benefit and/or defined contribution plans
        maintained by the Employer, in amounts at least equal to that which
        would be required by the Minimum Contributions section of this Article X
        after substituting four percent (4%) for three percent (3%) in the
        second (2nd) paragraph thereof, and by substituting three percent (3%)
        for two percent (2%) in the third (3rd) paragraph thereof, then the
        reduction in the defined benefit fraction and the defined contribution
        fraction as set forth in the preceding sentence shall not be made.

        For any Plan Year in which the Plan is deemed to be a top-heavy plan,
        for any Employee who is covered by both a defined contribution and a
        defined benefit plan maintained by the Employer, if the top-heavy
        minimum is provided under a defined contribution plan, the minimum
        nonelective contribution percentage is increased to seven and one half
        percent (7.5%) of annual Compensation.



                                      -87-
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                     ARTICLE XI - AMENDMENT AND TERMINATION


11.1    Rights To Suspend Or Terminate Plan.

        It is the present intention of the Employer to maintain this Plan
        throughout its corporate existence. Nevertheless, the Employer reserves
        the right, at any time, to discontinue or terminate the Plan, to
        terminate the Employer's liability to make further contributions to this
        Plan, to suspend contributions for a fixed or indeterminate period of
        time. In any event, the liability of the Employer to make contributions
        to this Plan shall automatically terminate upon its legal dissolution or
        termination, upon its adjudication as a bankrupt, upon the making of a
        general assignment for the benefit of creditors, or upon its merger or
        consolidation with any other corporation or corporations.

11.2    Successor Corporation.

        In the event of the termination of the liability of the Employer to make
        further contributions to this Plan, the Employer's liability may be
        assumed by any other corporation or organization which employs a
        substantial number of the Participants of this Plan. Such assumption of
        liability shall be expressed in an agreement between such other
        corporation or organization and the Trustee under which such other
        corporation or organization assumes the liabilities of this Trust with
        respect to the Participants employed by it.

11.3    Amendment.

        To provide for contingencies which may require the clarification,
        modification, or amendment of this Plan, the Employer reserves the right
        to amend this Plan at any time.

        No amendment to the Plan shall be effective to the extent that it has
        the effect of decreasing a Participant's Accrued Benefit.
        Notwithstanding the preceding sentence, a Participant's Accrued Benefit
        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 Accrued Benefit 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 the
        percentage computed under the Plan without regard to such amendment.

        Each Participant having at least three (3) Years of Service for Vesting
        at the time of the adoption of any amendment changing any vesting
        schedule under the Plan, or prior to the end of the election period set
        forth by this paragraph, shall have the right to elect at any time, but
        no later than sixty (60) days after the later of



                                      -88-
<PAGE>   95

        A.     The date the amendment is adopted,

        B.     The date on which the amendment is effective, or

        C.     The date on which the Participant is given written notice of the
               amendment, to have his vested percentage computed under the Plan
               without regard to such amendment.

11.4    One Hundred Percent (100%) Vesting On Termination Of Plan.

        Upon termination or partial termination of the Plan by formal action of
        the Employer or for any other reason, or if Employer contributions to
        the Plan and Trust are permanently discontinued for any reason, there
        shall be vested one hundred percent (100%) in each Participant directly
        affected by such action the amount allocated to the accounts of each
        such Participant, and payment to such Participant shall be made in cash
        or in kind as soon as practicable after liquidation of the assets of the
        Trust. Provided, however, that an amount from a Participant's Elective
        Deferral Account, Qualified Nonelective Contributions Account, or
        Qualified Matching Contributions Account may only be distributed if the
        Employer does not maintain or establish another defined contribution
        plan at the time the Plan is terminated or within the twelve (12) month
        period ending after distribution of all assets from the Plan, other than
        an employee stock ownership plan (as defined in Code section 4975(e) or
        Code section 409), a simplified employee pension plan as defined in Code
        section 408(k), maintained by the Employer or a defined contribution
        plan if fewer than two percent (2%) of the Employees who are eligible
        under the Plan at the time of its termination are or were eligible under
        such other defined contribution plan at any time during the twenty-four
        (24) month period beginning twelve (12) months before the time of the
        termination. In addition, distributions made after March 31, 1988 on
        account of the termination of the Plan must be made in a lump sum (as
        defined in Treasury Regulation section 1.401(k)-1(d)(5)).

11.5    Plan Merger Or Consolidation.

        In the case of any merger or consolidation with, or transfer of any
        assets or liabilities to, any other plan, each Participant in this Plan
        must be entitled to receive (if the surviving plan is then terminated) a
        benefit immediately after the merger, consolidation, or transfer which
        is equal to or greater than the benefit he would have been entitled to
        receive immediately before the merger, consolidation, or transfer (if
        this Plan had terminated).


                           ARTICLE XII - MISCELLANEOUS


12.1    Laws of  California To Apply.

        This Plan shall be construed according to the laws of California, to the
        extent Federal laws do not control.



                                      -89-
<PAGE>   96

12.2    Credit For Qualified Military Service.

        Notwithstanding any provision of this Plan to the contrary, effective as
        required by USERRA (i.e., December 12, 1994), contributions, benefits
        and service credit with respect to qualified military service will be
        provided in accordance with Code section 414(u).

12.3    Participant Cannot Transfer Or Assign Benefits.

        None of the benefits, payments, proceeds, claims, or rights of any
        Participant hereunder shall be subject to any claim of any creditor of
        the Participant, nor shall any Participant have any right to transfer,
        assign, encumber, or otherwise alienate, any of the benefits or proceeds
        which he may expect to receive, contingently or otherwise under this
        Plan.

        Notwithstanding any restrictions on the time of distribution which would
        otherwise apply under this Plan, distributions with respect to a
        Qualified Domestic Relations Order may be made at any time required by
        the order.

12.4    Right To Perform Alternative Acts.

        In the event it becomes impossible for the Employer, the Administrative
        Committee or the Trustee to perform any act required by this Plan, then
        the Employer, the Administrative Committee or the Trustee may perform
        such alternative act which most clearly carries out the intent and
        purpose of this Plan.

12.5    Reversion Of Contributions Under Certain Circumstances.

        In the event that the Commissioner of Internal Revenue determines that
        the Plan is not initially qualified under the Code, any contribution
        made incident to that initial qualification by the Employer must be
        returned to the Employer within one (1) year after the date the initial
        qualification is denied, but only if the application for the
        qualification is made by the time prescribed by law for filing the
        Employer's return for the taxable year in which the Plan is adopted, or
        such later date as the Secretary of the Treasury may prescribe.

        All contributions made pursuant to Article IV are conditioned on
        deductibility of such contributions under Code section 404. To the
        extent that the deduction under Code section 404 for any year is
        disallowed, the contribution shall be returned to the Employer within
        one (1) year after disallowance of the deduction.

        If a contribution is made by an Employer by a mistake of fact, the
        contribution may be returned to the Employer within one (1) year after
        the payment of the contribution.



                                      -90-
<PAGE>   97

        Notwithstanding the above, earnings attributable to amounts described in
        paragraphs two and three of this section shall not be returned to the
        Employer; losses attributable to such amounts shall reduce the amount
        returned.

12.6    Plan Administrative Committee Agent For Service of Process.

        The Plan Administrative Committee is designated agent to receive service
        of legal process on behalf of the Plan.

12.7    Filing Tax Returns And Reports.

        If the Trustee is not a corporate fiduciary, the Plan Administrative
        Committee shall prepare, or cause to have prepared, all tax returns,
        reports, and related documents, except as otherwise specifically
        provided in this Plan or unless the Administrative Committee provides to
        the contrary in the manner prescribed in the Tax Returns And Reports
        section of Article VIII.

12.8    Indemnification.

        The Employer agrees to indemnify all Employees who serve as members of
        the Administrative Committee or Trustee against all liability arising in



                                      -91-
<PAGE>   98
        connection with their duties under the Plan, except that this
        indemnification shall not include acts of embezzlement, or diversion of
        Trust Funds by the Employee, nor shall it include acts of gross
        negligence.

12.9    Number And Gender.

        When appropriate the singular as used in this Plan shall include the
        plural and vice versa; and the masculine shall include the feminine.

IN WITNESS WHEREOF, the parties have executed this agreement this ____ day of
_________, 1999.



                                            EMPLOYER

                                            VIB CORP.



                                            By
                                               ---------------------------------
                                                         Dennis L. Kern
                                                           President


                                            TRUSTEES



                                            ------------------------------------
                                                        Dennis L. Kern


                                            ------------------------------------
                                                        R. A. Pedersen


                                            ------------------------------------
                                                        Steve Ellison


                                            ------------------------------------
                                                       Janice S. Grady



                                      -92-