<PAGE>   1
                                                                    EXHIBIT 10.4

















                 J.D. EDWARDS & COMPANY RETIREMENT SAVINGS PLAN


                   AMENDED AND RESTATED AS OF JANUARY 1, 1997









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                                TABLE OF CONTENTS
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<S>               <C>                                                                                            <C>
ARTICLE 1             INTRODUCTION................................................................................1

ARTICLE 2             DEFINITIONS.................................................................................2

         2.1      "Account".......................................................................................2

         2.2      "Actual Contribution Percentage"................................................................2

         2.3      "Actual Deferral Percentage"....................................................................2

         2.4      "Affiliate".....................................................................................2

         2.5      "Annual Additions"..............................................................................2

         2.6      "Beneficiary"...................................................................................3

         2.7      "Board".........................................................................................3

         2.8      "Break in Service"..............................................................................3

         2.9      "Code"..........................................................................................3

         2.10     "Committee" or "Advisory Committee".............................................................3

         2.11     "Company".......................................................................................3

         2.12     "Company Stock".................................................................................4

         2.13     "Compensation"..................................................................................4

         2.14     "Contribution Rate".............................................................................5

         2.15     "Current Year Method"...........................................................................5

         2.16     "Deferral Rate".................................................................................5

         2.17     "Defined Benefit Plan Fraction".................................................................6

         2.18     "Defined Contribution Plan Fraction"............................................................7

         2.19     "Disability"....................................................................................7

         2.20     "Discretionary Contributions"...................................................................7

         2.21     "Discretionary Account".........................................................................7

         2.22     "Effective Date"................................................................................7

         2.23     "Eligible Employee".............................................................................7

         2.24     "Employee"......................................................................................8

         2.25     "Employer"......................................................................................8

         2.26     "Employer Contributions"........................................................................8

         2.27     "Employer Contributions Account"................................................................8

         2.28     "Employer Matching Contributions"...............................................................8
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         2.29     "Employer Matching Contributions Account".......................................................8

         2.30     "Employment Commencement Date"..................................................................9

         2.31     "Entry Date"....................................................................................9

         2.32     "ERISA".........................................................................................9

         2.33     "ESOP"..........................................................................................9

         2.34     "Excess Aggregate Contributions"................................................................9

         2.35     "Excess Contributions"..........................................................................9

         2.36     "Excess Elective Deferrals"....................................................................10

         2.37     "Five Year Break in Service"...................................................................10

         2.38     "Forfeiture"...................................................................................10

         2.39     "401(k) Account"...............................................................................10

         2.40     "401(k) Agreement".............................................................................10

         2.41     "401(k) Contributions".........................................................................10

         2.42     "Hardship".....................................................................................10

         2.43     "Highly Compensated Employee"..................................................................10

         2.44     "Hour of Service"..............................................................................11

         2.45     "Investment Fund"..............................................................................11

         2.46     "Investment Manager"...........................................................................12

         2.47     "Limitation Year"..............................................................................12

         2.48     "Non-Highly Compensated Employee"..............................................................12

         2.49     "Normal Retirement Age"........................................................................12

         2.50     "Participant"..................................................................................12

         2.51     "Period of Service"............................................................................12

         2.52     "Period of Severance"..........................................................................13

         2.53     "Plan".........................................................................................13

         2.54     "Plan Year"....................................................................................13

         2.55     "Prior ESOP Account"...........................................................................13

         2.56     "Prior Year Method"............................................................................13

         2.57     "Qualified Matching Contributions".............................................................13

         2.58     "Qualified Matching Contributions Account".....................................................14
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         2.59     "Qualified Nonelective Contributions"..........................................................14

         2.60     "Qualified Nonelective Contributions Account"..................................................14

         2.61     "Reemployment Commencement Date"...............................................................14

         2.62     "Required Beginning Date"......................................................................14

         2.63     "Review Panel".................................................................................14

         2.64     "Rollover Account".............................................................................14

         2.65     "Rollover Contribution"........................................................................14

         2.66     "Salary".......................................................................................15

         2.67     "Severance from Severance Date"................................................................15

         2.68     "Testing Year".................................................................................15

         2.69     "Trust"........................................................................................15

         2.70     "Trust Agreement"..............................................................................15

         2.71     "Trustee"......................................................................................15

         2.72     "Valuation Date"...............................................................................15

         2.73     "Year of Service"..............................................................................15

ARTICLE 3             ELIGIBILITY AND PARTICIPATION..............................................................17

         3.1      Eligibility to Become a Participant............................................................17

         3.2      Suspension of Participation....................................................................17

         3.3      Reestablishing Eligible Employee Status and Plan Reentry.......................................18

         3.4      Termination of Participation...................................................................18

         3.5      No Maximum Age.................................................................................18

ARTICLE 4             CONTRIBUTIONS..............................................................................19

         4.1      401(k) Contributions...........................................................................19

         4.2      401(k) Agreement...............................................................................21

         4.3      Employer Contributions.........................................................................22

         4.4      Qualified Nonelective Contributions............................................................22

         4.5      Qualified Matching Contributions...............................................................23

         4.6      Time of Payment................................................................................23

         4.7      Rollover Contributions.........................................................................24

         4.8      Nondiscrimination Requirements.................................................................24
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<S>               <C>                                                                                            <C>
         4.9      Reversion of Contributions.....................................................................29

         4.10     Other Limitations on Contributions.............................................................30

         4.11     USERRA Compliance..............................................................................31

ARTICLE 5             PARTICIPANTS' ACCOUNTS.....................................................................32

         5.1      Individual Accounts............................................................................32

         5.2      Revaluation of the Trust.......................................................................32

         5.3      Statements.....................................................................................32

         5.4      Allocation of Investment Income................................................................32

ARTICLE 6             INVESTMENT OF PARTICIPANT'S ACCOUNTS.......................................................34

         6.1      Investment Control.............................................................................34

         6.2      Selection of Investment Funds..................................................................34

         6.3      Investment of Accounts.........................................................................34

         6.4      Change of Investment Election as to Future Contributions.......................................34

         6.5      Transfers Between Investment Funds.............................................................34

         6.6      Investment in Company Stock....................................................................35

ARTICLE 7             VESTING....................................................................................36

         7.1      Fully Vested Accounts..........................................................................36

         7.2      Vesting of the Discretionary Account...........................................................36

         7.3      Change in Vesting Schedule.....................................................................36

         7.4      Forfeitures....................................................................................37

         7.5      Vesting on Reemployment........................................................................38

ARTICLE 8             PLAN DISTRIBUTIONS.........................................................................40

         8.1      Events Permitting Distribution.................................................................40

         8.2      Applicable Distribution and Withdrawal Provisions..............................................40

         8.3      Time of Distribution to Participant............................................................40

         8.4      Time of Distribution of Death Benefits.........................................................41

         8.5      Latest Time of Distribution....................................................................41

         8.6      Small Benefits:  Immediate Payment.............................................................42

         8.7      Form of Distribution to Participant............................................................42

         8.8      Distribution of Death Benefit..................................................................42
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         8.9      Beneficiary Designation; Spousal Consent Rights................................................43

         8.10     Minimum Required Distributions; Incorporation of Regulations...................................43

         8.11     Direct Rollover................................................................................44

         8.12     Withholding on Distributions...................................................................45

         8.13     Deferred Distribution..........................................................................45

         8.14     Determination of Account Balance...............................................................45

         8.15     Reemployment of Participants Receiving Payments................................................45

         8.16     No Liability...................................................................................46

ARTICLE 9             WITHDRAWALS WHILE EMPLOYED.................................................................47

         9.1      Withdrawals From Rollover Account..............................................................47

         9.2      Withdrawals From 401(k) Account................................................................47

         9.3      No Withdrawals from Employer Contributions Account, and Discretionary Account and
                  Prior ESOP Account.............................................................................47

         9.4      Company Consent................................................................................47

         9.5      Hardship Withdrawal Rules......................................................................47

         9.6      Frequency and Source of Withdrawals............................................................49

         9.7      Payment of Withdrawals.........................................................................49

         9.8      Valuation Date.................................................................................49

         9.9      Special Withdrawal Rights......................................................................49

ARTICLE 10            LOANS FROM THE PLAN........................................................................51

         10.1     Eligibility for Loans..........................................................................51

         10.2     Amount of Loans................................................................................51

         10.3     Aggregate Loan Limitation......................................................................51

         10.4     Loan Requirements..............................................................................51

         10.5     Loan Provisions and Loan Procedures............................................................52

         10.6     Segregated Investment..........................................................................53

         10.7     USERRA Compliance..............................................................................53

ARTICLE 11            FUNDING POLICY AND METHOD..................................................................54

         11.1     Contributions..................................................................................54

         11.2     Expenses of the Plan...........................................................................54
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         11.3     Independent Accountant.........................................................................54

ARTICLE 12            FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION.........................................55

         12.1     Plan Sponsor and Plan Administrator............................................................55

         12.2     Administrative Responsibilities................................................................55

         12.3     Management of Plan Assets......................................................................55

         12.4     Trustee and Investment Managers................................................................55

         12.5     Selection of Service Providers and Delegation of Fiduciary Responsibilities....................56

         12.6     Service in Several Fiduciary Capacities........................................................56

         12.7     Appointment of the Committee...................................................................56

         12.8     Indemnification................................................................................57

         12.9     Participant Voting Rights - Company Stock......................................................57

ARTICLE 13            CLAIMS PROCEDURES..........................................................................58

         13.1     Application for Benefits.......................................................................58

         13.2     Denial of Application..........................................................................58

         13.3     Review Panel...................................................................................58

         13.4     Request for Review.............................................................................58

         13.5     Decision on Review.............................................................................58

         13.6     Rules and Interpretations......................................................................59

         13.7     Exhaustion of Remedies.........................................................................59

ARTICLE 14            AMENDMENT OR DISCONTINUANCE OF THE PLAN....................................................60

         14.1     Amendments.....................................................................................60

         14.2     Merger, Consolidation or Transfer..............................................................60

         14.3     Right to Terminate Plan........................................................................60

         14.4     Employer's Rights and Obligations Upon Plan Termination........................................60

         14.5     Participants' Rights Upon Plan Termination.....................................................61

ARTICLE 15            TOP-HEAVY PROVISIONS.......................................................................62

         15.1     Top-Heavy Plan Defined.........................................................................62

         15.2     Other Definitions..............................................................................62

         15.3     Top-Heavy Accrual Rules........................................................................63
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         15.4     Impact on Contribution Limitations.............................................................64

ARTICLE 16            GENERAL PROVISIONS.........................................................................65

         16.1     No Implied Employment Contract.................................................................65

         16.2     Benefits Not Assignable........................................................................65

         16.3     Qualified Domestic Relations Orders............................................................65

         16.4     Payments of Benefits to Infants or Incompetents................................................65

         16.5     Unclaimed Benefits.............................................................................66

         16.6     Source of Benefits.............................................................................66

         16.7     Forms of Plan Communications...................................................................66

         16.8     IRS Qualification..............................................................................66

         16.9     Construction of Plan...........................................................................66

         16.10    Governing Law..................................................................................66

         16.11    Severability...................................................................................66

ARTICLE 17            EXECUTION..................................................................................67
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                                      vii.
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                 J.D. EDWARDS & COMPANY RETIREMENT SAVINGS PLAN


                           AMENDED AND RESTATED AS OF
                                JANUARY 1, 1997


                                   ARTICLE 1

                                  INTRODUCTION

         The J.D. Edwards & Company Retirement Savings Plan, originally
effective on January 1, 1988, is amended and restated in its entirety effective
as of January 1, 1997, except as provided elsewhere in the Plan.

         The Plan as amended and restated is intended to qualify as a
profit-sharing plan under Sections 401(a) and 501 of the Code, with a cash or
deferred arrangement intended to qualify under Section 401(k) of the Code.
Notwithstanding the foregoing, contributions to the Plan shall be determined
without regard to profits of the Employer or any Affiliate of the Employer. The
Plan shall be maintained for the exclusive benefit of the Participants and their
Beneficiaries.

         The Plan is intended to be an "eligible individual account plan" as
defined in Section 407(d)(3)(A) of ERISA. Accordingly, the Trustee is authorized
to invest and hold up to one hundred percent (100%) of the assets of the Trust
established pursuant to the Plan in Company Stock.

         The Plan is amended and restated effective January 1, 1997, to
incorporate the changes required by the Small Business Job Protection Act of
1996 and the Taxpayer Relief Act of 1997. In addition, the Plan is amended and
restated to become an eligible individual account plan in order to hold Company
Stock based on Employer Contributions that may be made to the Plan in the form
of Company Stock and to hold Company Stock transferred into the Plan from the
J.D. Edwards & Company Employee Stock Ownership Plan. The majority of the assets
of the J.D. Edwards & Company Employee Stock Ownership Plan were transferred
into the Plan effective August 3, 1998.



                                       1.
<PAGE>   10


                                   ARTICLE 2

                                  DEFINITIONS

         The following terms when used in the Plan shall have the meanings
specified below. Words in the masculine, feminine and neuter gender shall be
deemed to include the other, and words in the singular shall include the plural
and vice versa, unless a different meaning is plainly required by the context:

         2.1 "ACCOUNT" means, to the extent applicable to a Participant, the
aggregate of the separate accounts and subaccounts maintained under the Plan and
held by the Trustee for the benefit of a Participant, as described in Articles 5
and 6.

         2.2 "ACTUAL CONTRIBUTION PERCENTAGE" means the average of the
Contribution Rates (calculated separately for each Eligible Employee) of the
Eligible Employees in a group.

         2.3 "ACTUAL DEFERRAL PERCENTAGE" means the average of the Deferral
Rates (calculated separately for each Eligible Employee) of the Eligible
Employees in a group.

         2.4 "AFFILIATE" means any corporation or other trade or business
(whether or not incorporated) that, together with the Employer is a member of a
"controlled group of corporations" or is under "common control" as defined in
Section 414(b) or 414(c) of the Code, respectively, is a member of an
"affiliated service group" as defined in Section 414(m) of the Code, or is
required to be treated as a single employer pursuant to regulations under
Section 414(o) of the Code, but only to the extent provided in any such
regulations. An entity shall be considered an Affiliate only with respect to
periods during which the relationship described above exists. See Appendix A for
the listing of affiliates.

         2.5 "ANNUAL ADDITIONS" means, to the extent applicable under the Plan,
the sum of the following amounts credited to a Participant's Account for any
Limitation Year:

             (a) 401(k) Contributions;

             (b) Employer Contributions;

             (c) Qualified Matching Contributions;

             (d) Qualified Nonelective Contributions;

             (e) Allocated Forfeitures; and

             (f) Amounts described in Sections 415(l)(1) and 419A(d)(2) of the
Code.

Notwithstanding the foregoing, Excess Elective Deferrals that are distributed in
accordance with Subsection 4.1(d) of the Plan are not Annual Additions. However,
Excess Contributions and Excess Aggregate Contributions that are distributed (or
in the case of Excess Aggregate Contributions, that are forfeited) in accordance
with Paragraphs 4.8(b)(1) and (e)(1) of the Plan, respectively, are Annual
Additions.


                                       2.

<PAGE>   11


         2.6 "BENEFICIARY" means the person or persons entitled under Section
8.9 to receive any Plan benefit payable pursuant to Section 8.8 following the
death of a Participant.

         2.7 "BOARD" means the Board of Directors of the Company, as constituted
from time to time.

         2.8 "BREAK IN SERVICE" means, effective January 1, 1998, for purposes
of eligibility and vesting, any Plan Year during which the Participant completes
less than 501 Hours of Service. For purposes of eligibility and vesting prior to
January 1, 1998, Break in Service means any one-year Period of Severance.
Notwithstanding any provision of this Plan to the contrary, an Employee's leave
under the Family and Medical Leave Act of 1993 ("FMLA") shall not constitute a
Break in Service.

         For purposes of determining whether a Break in Service has occurred for
eligibility and vesting purposes, an individual Employee shall be credited with
service for certain periods of absence from work. This rule applies to an
individual who is absent from work by reason of:

             (a) Pregnancy of the individual;

             (b) Birth of a child of the individual;

             (c) Placement of a child in connection with the adoption of the
child by the individual; or

             (d) Caring for the child during the period immediately following
the birth of the child or placement of the child for adoption.

The Hours of Service required to be credited for purposes of this paragraph are:
(i) Hours of Service that normally would have been credited to such Employee but
for the absence, or (ii) if the Company is unable to determine the hours
described in the foregoing clause (i), eight (8) Hours of Service per day of
absence, provided, however, that the total number of Hours of Service credited
under this paragraph by reason of any pregnancy, birth or placement shall not
exceed 501. The Hours of Service required to be credited under this paragraph
shall be credited only in the Plan Year in which the absence begins for one of
the reasons specified above if the crediting is necessary to prevent a Break in
Service in that year, or, if the Employee already has completed 501 Hours of
Service in such year, in the following Plan Year. If the absence from work is
not an approved leave of absence, credit will not be granted during such absence
unless the Employee demonstrates to the satisfaction of the Employer on a timely
basis that the leave was taken for one of the permitted reasons listed above.

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

         2.10 "COMMITTEE" OR "ADVISORY COMMITTEE" means the Retirement Plan
Advisory Committee referred to in Section 12.7(a), if appointed as provided in
Section 12.7.

         2.11 "COMPANY" means J.D. Edwards & Company and any successor thereto.



                                       3.
<PAGE>   12

         2.12 "COMPANY STOCK" means shares of any class or series of stock
issued by the Company that constitutes a qualifying employer security within the
meaning of Section 407(d)(5) of ERISA.

         2.13 "COMPENSATION" means for a Plan Year an Eligible Employee's wages
as defined in Section 3401(a) of the Code for purposes of income tax withholding
and all other amounts paid to an Eligible Employee (in the course of the
Employer's trade or business) for which the Employer is required to furnish the
Eligible Employee a written statement under Sections 6041(d) and 6051(a)(3) of
the Code. Compensation shall be determined without regard to any rules 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 Section 3401(a)(2) of the Code).

Notwithstanding the foregoing, for purposes of determining whether an individual
is a Highly Compensated Employee or a Key Employee, Compensation shall be
determined without regard to Sections 125, 402(e)(3), and 402(h)(1) of the Code,
and in the case of employer contributions made pursuant to a salary reduction
agreement, without regard to Section 403(b) of the Code. For purposes of
calculating an Eligible Employee's Contribution Rate or Deferral Rate and
allocating contributions under Article 4 (but not for purposes of the
limitations contained in Section 4.10), Compensation shall include: (i) 401(k)
Contributions, (ii) other elective contributions that are made by the Employer
or an Affiliate on behalf of its Employees that are not includable in gross
income under Sections 125, 402(e)(3), 402(h), and 403(b) of the Code, (iii)
Compensation deferred under an eligible deferred compensation plan within the
meaning of Section 457(b) of the Code (deferred compensation plans of state and
local governments and tax-exempt organizations), and (iv) employee contributions
(under governmental plans) described in Section 414(h)(2) of the Code that are
picked up by the employing unit and thus are treated as employer contributions.
In addition, for purposes of calculating an Eligible Employee's Contribution
Rate or Deferral Rate, Compensation shall exclude all of the following items
(even if includable in gross income): (i) reimbursements or other expense
allowances, (ii) fringe benefits (cash and noncash), (iii) moving expenses, (iv)
deferred compensation, and (v) welfare benefits. Effective for Limitation Years
beginning January 1, 1998 and thereafter, for purposes of the limitations on
contributions specified in Section 4.10, Compensation shall include (i) elective
deferrals as defined in Section 402(g)(3) of the Code and (ii) any amount which
is contributed or deferred by the Employer at the election of the Employee and
which is not includable in the gross income of the Employee by reason of Section
125 or 457 of the Code.

Compensation of an Eligible Employee taken into account for determining all
benefits provided under the Plan for any Plan Year shall not exceed $150,000, as
adjusted for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Code. If the period for determining Compensation used in
calculating an Eligible Employee's allocation for a Plan Year 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 a fraction, the numerator of which is the number of months in the short Plan
Year, and the denominator of which is twelve (12).

Only compensation attributable to periods in such Plan Year during which an
Eligible Employee was a Participant shall be taken into account.



                                       4.
<PAGE>   13


         2.14 "CONTRIBUTION RATE" means the rate (expressed as a percentage to
the nearest one hundredth of one percent) determined by dividing:

             (a) The aggregate amount of any Employer Matching Contributions and
Qualified Matching Contributions (to the extent not taken into account in
determining the Eligible Employee's Deferral Rate for purposes of the Actual
Deferral Percentage test under Subsection 4.8(a)) made under the Plan on behalf
of an Eligible Employee for the relevant Plan Year; by

             (b) The Eligible Employee's Compensation for the relevant Plan
Year.

The amount in Subsection (a) above shall include any Forfeiture allocated to the
Participant's Account on the basis of Employer Matching Contributions or 401(k)
Contributions, which shall be taken into account in the Plan Year in which such
Forfeiture is allocated. The amount in Subsection (a) above shall not include
any Employer Matching Contributions and Qualified Matching Contributions that
are forfeited as Excess Aggregate Contributions, or because the 401(k)
Contributions to which they relate are treated as an Excess Contribution, Excess
Elective Deferral or Excess Aggregate Contribution. The Compensation of an
Eligible Employee taken into account in Subsection (b) above shall be limited,
where applicable, to the Compensation of the Eligible Employee during the
portion of the relevant Plan Year during which he or she is eligible to
participate in the Plan.

In computing the Contribution Rate, the Company may elect to include in the
amount in Subsection (a) above:

                  (1) All or a portion of the 401(k) Contributions for such
Employees;

                  (2) All or a portion of the Qualified Nonelective
Contributions for such Employees; or

                  (3) All or a portion of any contributions (including, if
applicable, any Employer Contributions) that constitute "qualified nonelective
contributions" (as defined in Section 401(m)(4)(C) of the Code) or "elective
deferrals" (as defined in Section 401(m)(4)(B) of the Code) made to the Plan or
any other plan of the Employer or any Affiliate of the Employer;

provided, however, that the 401(k) Contributions, including those taken into
account hereunder, satisfy the nondiscrimination test under Subsection 4.8 (a).
Any such election shall be subject to the requirements of and shall be made in
accordance with any regulations applicable under Section 401(m) of the Code.

         2.15 "CURRENT YEAR METHOD" means using data for non-Highly Compensated
Employees and Highly Compensated Employees from the Testing Year in conducting
the testing required under Section 4.8.

         2.16 "DEFERRAL RATE" means the rate (expressed as a percentage to the
nearest one hundredth of one percent) determined by dividing:



                                       5.
<PAGE>   14


             (a) The aggregate amount of the Eligible Employee's 401(k)
Contributions, if any, for the relevant Plan Year; by

             (b) The Eligible Employee's Compensation for the relevant Plan
Year.

The Compensation of an Eligible Employee taken into account in Subsection (b)
above shall be limited, where applicable, to the Compensation of the Eligible
Employee during the portion of the relevant Plan Year during which he or she is
eligible to participate in the Plan.

In computing the Deferral Rate, the Employer may elect to include in the amount
in Subsection (a) above:

                  (1) All or a portion of the Qualified Matching Contributions
made on behalf of such Eligible Employees;

                  (2) All or a portion of the Qualified Nonelective
Contributions made on behalf of such Eligible Employees; or

                  (3) All or a portion of any contributions (including, if
applicable, any Employer Contributions) that constitute "qualified nonelective
contributions" (as defined in Section 401(m)(4)(C) of the Code) or "matching
contributions" described in Section 401(k)(3)(D)(ii)(I) of the Code (generally
known as "qualified matching contributions") made to the Plan or any other plan
of the Employer or any Affiliate of the Employer.

Any such election shall be subject to the requirements of and shall be in
accordance with regulations applicable under Section 401(k) of the Code.

         2.17 "DEFINED BENEFIT PLAN FRACTION" means, for any Limitation Year, a
fraction, the numerator of which is the Participant's projected annual
retirement income benefit under all the defined benefit plans (whether or not
terminated) maintained by the Employer or any Affiliate of the Employer
determined as of the end of the Limitation Year, and the denominator of which is
the lesser of:

             (a) The product of 1.25 multiplied by $90,000 (which dollar amount
shall be automatically adjusted for increases in the cost of living, if any, in
accordance with regulations or other pronouncements issued by the Secretary of
the Treasury or Commissioner of Internal Revenue, for such calendar year, under
the authority granted by Section 415(d) of the Code); or

             (b) The product of 1.4 multiplied by one hundred percent (100%) of
the Participant's average annual Compensation for the three (3) consecutive
calendar years during which he or she received his or her greatest aggregate
compensation from the Company and during which he or she was a Participant in
the Plan.

The limitations under Subsection (a) shall be adjusted in the case of annual
retirement income benefits which do not exceed $10,000 for the Limitation Year
and for Participants with Years of Service of less than ten (10) years, to the
extent provided in Sections 415(b)(4) and (5) of the Code. This Section 2.17
shall cease to be effective as of January 1, 2000.




                                       6.
<PAGE>   15
         2.18 "DEFINED CONTRIBUTION PLAN FRACTION" means, for any Limitation
Year, a fraction, the numerator of which is the sum of the Annual Additions to
the Participant's accounts under all the defined contribution plans maintained
by the Employer or any Affiliate of the Employer (whether or not terminated) for
the current and all prior Limitation Years, 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 or any Affiliate of 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 in effect under Section
415(c)(1)(A) of the Code or thirty-five percent (35%) of the Participant's
Compensation for such year. This Section 2.18 shall cease to be effective as of
January 1, 2000.

         2.19 "DISABILITY" means any physical or mental condition which renders
a Participant incapable of performing the work for which he or she was employed
by the Employer or similar work offered by the Employer. The Disability of a
Participant shall be determined by the Company in its sole discretion, in
accordance with uniform principles consistently applied, upon the basis of such
evidence as the Company deems necessary and advisable, including approval of the
Disability by a physician approved by the Company

         2.20 "DISCRETIONARY CONTRIBUTIONS" means the amount, if any,
contributed to the Plan by the Employer under Subsection 4.3(b).

         2.21 "DISCRETIONARY ACCOUNT" means the account into which Discretionary
Contributions, if any, and investment gains and losses thereon shall be
credited. The Employer may establish subaccounts under the Discretionary Account
to which contributions of Company Stock shall be credited.

         2.22 "EFFECTIVE DATE" of the Plan as amended and restated means January
1, 1997.

         2.23 "ELIGIBLE EMPLOYEE" means any Employee, except any Employee who:

             (a) Has not attained age twenty-one (21);

             (b) Is a nonresident alien who received no earned income (within
the meaning of Section 911(b) of the Code) from the Employer that constitutes
income from sources within the United States (within the meaning of Section
861(a)(3) of the Code);

             (c) Is a member of a collective bargaining unit covered under a
collective bargaining agreement, unless such agreement expressly provides for
coverage of such bargaining unit members in the Plan;

             (d) Is a leased employee (within the meaning of Section 414(n) of
the Code).

             (e) Is an attorney primarily engaged by the Employer to handle
Employer related litigation;


                                       7.
<PAGE>   16


             (f) Is a resident of a foreign country and is employed in the
United States on temporary assignment for a specific period of time, after which
time such Employee will return to the country of his or her permanent residence;

             (g) Effective August 3, 1998, is not enrolled on the United States
payroll of the Employer and has no United States source income; or

             (h) Effective August 3, 1998, Employees who are classified as
"interns" by the Company on the Company's personnel records.

provided, however, that if such an Employee later becomes an Eligible Employee,
all of his or her prior service with the Employer or an Affiliate of the
Employer shall be credited immediately.

An individual's status as an Eligible Employee shall be determined by the
Employer pursuant to the foregoing provisions, and such determination shall be
conclusive and binding on all persons. A Leased Employee, independent
contractor, or self-employed individual who is reclassified as an Employee by
any governmental agency shall not be eligible to participate in this Plan
following such reclassification.

         2.24 "EMPLOYEE" means an individual who is employed by the Employer in
the status of "employee" as that term is used in Section 3121(d)(1) or (2) of
the Code or is a leased employee (as defined in Section 414(n) of the Code),
unless such leased employee is covered by a plan of the leasing organization
that meets the requirements of Section 414(n)(5)(B) of the Code and leased
employees constitute no more than twenty percent (20%) of the Employer's
Employees who are Non-Highly Compensated Employees. Notwithstanding the
foregoing, "Employee" shall not include any individual performing services
solely through an employment or leasing agency except to the extent required
under Section 414(n) of the Code.

         2.25 "EMPLOYER" means the Company and each Affiliate of the Company
that, with the approval of the Company and subject to such conditions as the
Company may impose, adopts this Plan, and any successor or successors of any of
them.

         2.26 "EMPLOYER CONTRIBUTIONS" means any Employer Matching Contributions
or Discretionary Contributions made by the Employer pursuant to Section 4.3.

         2.27 "EMPLOYER CONTRIBUTIONS ACCOUNT" means the aggregate of the
separate accounts into which Employer Matching Contributions and Discretionary
Contributions, if any, and investment gains and losses thereon shall be
credited.

         2.28 "EMPLOYER MATCHING CONTRIBUTIONS" means contributions to the Plan
by the Employer made under Subsection 4.3(a) on behalf of a Participant on
account of such Participant's 401(k) Contributions.

         2.29 "EMPLOYER MATCHING CONTRIBUTIONS ACCOUNT" means the account into
which Employer Matching Contributions, if any, and investment gains and losses
thereon shall be credited.


                                       8.
<PAGE>   17


         2.30 "EMPLOYMENT COMMENCEMENT DATE" means the date on which an Employee
first performs an Hour of Service for the Employer, including service performed
prior to the Effective Date.

         2.31 "ENTRY DATE" means, effective August 3, 1998, for purposes of
401(k) Contributions, Matching Contributions and Discretionary Contributions,
the first day of each calendar quarter (January 1, April 1, July 1 and October
1). For periods prior to August 3, 1998, Entry Date means each January 1 and
July 1.

         2.32 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         2.33 "ESOP" means the J.D. Edwards & Company Employee Stock Ownership
Plan.

         2.34 "EXCESS AGGREGATE CONTRIBUTIONS" means, for each Plan Year, the
excess of:

             (a) The aggregate amount of Employer Matching Contributions,
Qualified Matching Contributions, 401(k) Contributions, and Qualified
Nonelective Contributions actually taken into account in computing the Actual
Contribution Percentage for Eligible Employees who are Highly Compensated
Employees for such Plan Year, over

             (b) The maximum amount of such contributions permitted under the
Actual Contribution Percentage test under Subsection 4.8(d).

The amount of Excess Aggregate Contributions for Eligible Employees who are
Highly Compensated Employees shall be determined by first reducing the
contributions of the Highly Compensated Employee(s) having the highest amount of
contributions by such amounts so as to cause the Plan to satisfy such Actual
Contribution Percentage test or to lower such Eligible Employee's amount of
contributions to that of the Highly Compensated Employee(s) with the next
highest amount of contributions, whichever occurs first. Such process shall
continue, as necessary, with respect to the Highly Compensated Employee(s) with
the next highest amount of contributions until such Actual Contribution
Percentage test is met.

         2.35 "EXCESS CONTRIBUTIONS" means, for each Plan Year, the excess of:

             (a) The aggregate amount of 401(k) Contributions, Qualified
Nonelective Contributions, and Qualified Matching Contributions actually taken
into account in computing the Actual Deferral Percentage for Highly Compensated
Employees for such Plan Year, over

             (b) The maximum amount of such contributions permitted by the
Actual Deferral Percentage test under Subsection 4.8(a).

The amount of Excess Contributions for Eligible Employees who are Highly
Compensated Employees shall be determined by first reducing the contributions of
the Highly Compensated Employee(s) having the highest amount of contributions by
such amounts so as to cause the Plan to satisfy such Actual Deferral Percentage
test or to lower such Eligible Employee's amount of contributions to that of the
Highly Compensated Employee(s) with the next highest amount of contributions,
whichever occurs first. Such process shall continue, as necessary, with respect
to




                                       9.
<PAGE>   18

the Highly Compensated Employee(s) with the next highest amount of contributions
until such Actual Deferral Percentage test is met.

         2.36 "EXCESS ELECTIVE DEFERRALS" means, for a taxable year of a
Participant, the amount by which the total of such Participant's 401(k)
Contributions under this Plan and any other elective deferrals (as defined in
Section 402(g)(3) of the Code) under all other plans, contracts or arrangements
in which the Participant is eligible to participate (whether or not maintained
by the Employer or any Affiliate of the Employer) exceeds $7,000, and therefore
are includable in his or her gross income under Section 402(g) of the Code. Such
$7,000 amount shall be adjusted for cost-of-living increases at the same time
and in the same manner as under Section 415(d) of the Code, except that any
increase which is not a multiple of $500 shall be rounded to the next lowest
multiple of $500.

         2.37 "FIVE YEAR BREAK IN SERVICE" means, effective January 1, 1998,
five consecutive one year Breaks in Service. For periods beginning prior to
January 1, 1998, Five Year Break in Service means five consecutive one-year
Periods of Severance.

         2.38 "FORFEITURE" means the portion of a Participant's Employer
Contributions Account which is not payable to the Participant or his or her
Beneficiary because of such Participant's termination of employment before full
vesting or excess Annual Additions reallocated in accordance with Section 4.10.


         2.39 "401(k) ACCOUNT" means the account into which 401(k)
Contributions, Qualified Matching Contributions, or Qualified Nonelective
Contributions made on behalf of a Participant pursuant to Article 4, and
earnings on those contributions, shall be credited, except to the extent that
the Company determines, in accordance with Sections 4.4 or 4.5 to cause
Qualified Nonelective Contributions or Qualified Matching Contributions to be
allocated to a separate subaccount for each Participant instead of allocating
such contributions to the 401(k) Accounts of Participants.

         2.40 "401(k) AGREEMENT" means the agreement between the Employer and an
Employee to reduce the Employee's Salary as provided for in Article 4.

         2.41 "401(k) CONTRIBUTIONS" means contributions to the Plan by the
Employer that are made pursuant to the election of a Participant pursuant to a
401(k) Agreement under Section 4.1, in lieu of Salary payable to the
Participant.

         2.42 "HARDSHIP" means the immediate and heavy financial need of a
Participant, as determined in a uniform and nondiscriminatory basis by the
Company in accordance with Section 9.5 and as may be further clarified by rules
or regulations issued by the Secretary of the Treasury or the Internal Revenue
Service.

         2.43 "HIGHLY COMPENSATED EMPLOYEE" means, with respect to a given Plan
Year, any Employee who (i) was a five percent (5%) owner of the Employer, within
the meaning of Section 416(q)(2) of the Code, during the Plan Year or the
preceding Plan Year, or (ii) for the preceding Plan Year had Compensation from
the Employer in excess of $80,000 (as adjusted for cost-of-living increases at
the same time and in the same manner as under Section 415(d) of the





                                      10.
<PAGE>   19

Code, as modified by Section 414(q)(1) of the Code), and was in the top twenty
percent (20%) of Employees, ranked on the basis of Compensation, for the
preceding Plan Year.

In determining whether an Employee is a Highly Compensated Employee, all
employers that are aggregated under Section 414(b), (c), (m) or (o) of the Code
shall be treated as a single employer.

The determination of who is a Highly Compensated Employee, including the
determinations of the Employees in the top twenty percent (20%) of Employees
when ranked on the basis of Compensation and the Compensation that is
considered, shall be made in accordance with Section 414(q) of the Code and the
regulations thereunder.

         2.44 "HOUR OF SERVICE" means:

             (a) Each hour for which an Employee is directly or indirectly paid
or entitled to payment for the performance of duties for the Employer or an
Affiliate of the Employer during the applicable computation period;

             (b) Each hour for which an Employee is directly or indirectly
entitled to payment 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, disability, layoff, jury duty,
military duty or leave of absence. Notwithstanding the foregoing however, no
more than 501 Hours of Service shall be credited to an Employee on account of
any single continuous period in which the Employee performs no duties. Hours of
Service shall not be counted where such payment is made or is due:

                  (1) Under a plan maintained solely for the purpose of
complying with applicable workers' compensation, unemployment or disability
insurance law; or

                  (2) Solely to reimburse an Employee for medical or
medically-related expenses; and

             (c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer or an Affiliate of the
Employer. These hours shall be credited to the computation period(s) to which
the award or agreement for back pay pertains rather than to the computation
period in which the award, agreement or payment is made; provided, however, that
the limits under Subsection (b) above are applicable and that an Employee shall
not be entitled to additional Hours of Service under this Subsection (c) for the
same Hours of Service credited under Subsection (a) or (b) above.

Hours of Service shall be credited to the Employee for the periods specified
above in accordance with Department of Labor Regulations Sections 2530.200b-2
and -3, the provisions of which are incorporated herein by this reference.

         2.45 "INVESTMENT FUND" means, to the extent applicable, one or more of
the investment funds referred to in Article 6 in which the assets of the Trust
are invested.



                                      11.
<PAGE>   20


         2.46 "INVESTMENT MANAGER" means any fiduciary (other than a Trustee or
named fiduciary as specified in Article 12) who:

             (a) Has the power to manage, acquire or dispose of any asset of the
Trust;

             (b) Is

                  (1) Registered as an investment adviser under the Investment
Advisers Act of 1940 (the "1940 Act");

                  (2) Not registered as an investment adviser under the 1940 Act
by reason of paragraph (1) of Section 203A(a) of the 1940 Act, but is registered
as an investment adviser under the laws of the State (referred to in paragraph
(1) of Section 203(A) of the 1940 Act) in which it maintains its principal
office and place of business, and, at the time the fiduciary last filed the
registration form most recently filed by the fiduciary with such State in order
to maintain the fiduciar's registration under the laws of such State, also filed
a copy of such form with the Secretary of Labor;

                  (3) A "bank," as defined in such Act; or

                  (4) An insurance company qualified to perform services
described in Subsection (a) above under the laws of more than one state; and

             (c) Has acknowledged in writing that such person is a fiduciary
with respect to the Plan.

         2.47 "LIMITATION YEAR" means the Plan Year.

         2.48 "NON-HIGHLY COMPENSATED EMPLOYEE" means, with respect to a given
Plan Year, any Employee who is not a Highly Compensated Employee for such Plan
Year.

         2.49 "NORMAL RETIREMENT AGE" means, for periods beginning before
January 1, 1999, the date on which a Participant attains age sixty-five (65).
For periods beginning on or after January 1, 1999, Normal Retirement Age means
the later of age 65 or the fifth anniversary of the Participant's date of
participation in the Plan.

         2.50 "PARTICIPANT" means an Eligible Employee, whether or not he or she
has elected to make 401(k) Contributions, who has become a Participant in the
Plan in accordance with Section 3.1 or a former Eligible Employee who has an
Account under the Plan.

         2.51 "PERIOD OF SERVICE" means a period of time beginning on the
Employment Commencement Date or Reemployment Commencement Date, as the case may
be, and ending on the Severance from Service Date. A Period of Service shall not
include the period between the first and second anniversaries of the first day
of absence from work if the absence from work is due to maternity or paternity
purposes. If an Employee leaves service and subsequently returns to service
within 12 months, the Period of Severance, if any, shall be included in
computing the Employee's service for purposes of vesting.



                                      12.
<PAGE>   21


         All Periods of Service with the Employer or an Affiliate shall be
aggregated for vesting purposes except as follows:

             (a) For the purposes of vesting in benefits accrued before a Five
Year Break in Service, service after such Five Year Break in Service shall be
disregarded and any unvested amounts shall be permanently forfeited. For the
purposes of vesting in benefits accrued after a Period of Severance of one or
more consecutive years, service prior to such Period of Severance shall be
disregarded if the Employee was not vested in any part of his or her Account at
the time of such Period of Severance and if the Period of Severance equals or
exceeds the greater of (i) five consecutive years or (ii) the Period of Service
accrued prior to such Period of Severance. In applying the rule in the preceding
sentence, any Period of Service excluded upon a prior application of this rule
shall be excluded for all purposes thereafter, including future application of
this rule.

             (b) For vesting purposes, in aggregating any nonsuccessive Periods
of Service for a reemployed Employee, 12 months of service (30 days shall equal
one month, for purposes of aggregating fractional months) or 365 days shall
equal a one year Period of Service. Any Period of Service that, after such
aggregation, is less than 12 months or 365 days shall be disregarded in
calculating an Employee's vested benefit.

         2.52 "PERIOD OF SEVERANCE" means a period of time commencing on the
Severance from Service Date and ending on the date on which the Employee again
performs an Hour of Service for the Employer. If an Employee is absent from
employment as a result of the Employee's pregnancy, birth of the Employee's
child, placement of a child for adoption by the Employee, or caring for the
child for a period beginning on such birth or placement, and if such absence
extends beyond the first anniversary of the date such absence began, the Period
of Severance shall begin on the second anniversary of the date such absence
began.

         2.53 "PLAN" means the J.D. Edwards & Company Retirement Savings Plan,
as set forth herein and as amended from time to time.

         2.54 "PLAN YEAR" means the twelve-consecutive month period commencing
each January 1 and ending the following December 31.

         2.55 "PRIOR ESOP ACCOUNT" means the subaccount established for each
affected Participant to which Company Stock transferred to the Plan from the
ESOP, and any earnings thereon, shall be credited.

         2.56 "PRIOR YEAR METHOD" means using data for non-Highly Compensated
Employees from the Plan Year immediately prior to the Testing Year and data for
Highly Compensated Employees from the Testing year in conducting the testing
required under Section 4.8.

         2.57 "QUALIFIED MATCHING CONTRIBUTIONS" means contributions to the Plan
by the Employer made under Section 4.5, provided that any such contributions
shall be subject to the distribution limitations and nonforfeitability
requirements of Section 401(k)(2)(B) and (C) of the Code.



                                      13.
<PAGE>   22


         2.58 "QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT" means the account into
which Qualified Matching Contributions (other than contributions of Company
Stock), if any, and investment gains and losses thereon shall be credited.

         2.59 "QUALIFIED NONELECTIVE CONTRIBUTIONS" means contributions to the
Plan by the Employer made under Section 4.4, provided that a Participant may not
elect to receive any such contributions in cash until distributed from the Plan
and that such contributions shall be subject to the distribution limitations and
nonforfeitability requirements of Section 401(k)(2)(B) and (C) of the Code.

         2.60 "QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT" means the account
into which Qualified Nonelective Contributions (other than contributions of
Company Stock), if any, and investment gains and losses thereon shall be
credited.

         2.61 "REEMPLOYMENT COMMENCEMENT DATE" means the first day on which an
Employee again performs an Hour of Service for the Employer following his or her
termination of employment.

         2.62 "REQUIRED BEGINNING DATE" means:

             (a) In the case of a Participant who has attained age 70 1/2 and is
not a "five percent owner" (within the meaning of Section 416(i)(1)(B)(i) of the
Code), April 1 of the calendar year following the later of (i) the calendar year
in which the Participant attains age 70 1/2or (ii) the calendar year in which
the Participant retires; and

             (b) In the case of a "five percent owner" (within the meaning of
Section 416(i)(1)(B)(i) of the Code), April 1 of the calendar year following the
calendar year in which the Participant attains age 70 1/2, whether or not he or
she is still an Employee. If the Participant became a "five percent owner" after
the calendar year in which he or she attains age 70 1/2, then his or her
Required Beginning Date shall be no later than April 1 of the calendar year
following the year in which he she becomes a "five percent owner."

         2.63 "REVIEW PANEL" means the committee, if any, appointed by the
Company to review appeals of denied claims under the Plan pursuant to Section
13.3.

         2.64 "ROLLOVER ACCOUNT" means the account credited with Rollover
Contributions under Section 4.7.

         2.65 "ROLLOVER CONTRIBUTION" means a contribution to the Plan of an
amount described in (i) Sections 402(c) or 403(a)(4) of the Code, relating to
certain distributions from an employees' trust or employee annuity described in
Sections 401(a) or 403(a) of the Code, respectively, (ii) Section
408(d)(3)(A)(ii) of the Code, relating to certain distributions from an
individual retirement account or an individual retirement annuity, and (iii) in
Section 4.7. Further, for the purposes of this Plan, a Rollover Contribution
shall include direct trustee-to-trustee transfers (within the meaning of Section
401(a)(31) of the Code) from other qualified plans and direct or indirect
plan-to-plan transfers from other qualified plans or from the custodian of a
conduit individual retirement arrangement, provided that the trust or custodial
account from which the funds are being transferred permits such a transfer to be
made.



                                      14.
<PAGE>   23


         2.66 "SALARY" means an Eligible Employee's Compensation (as defined in
Section 2.14), except as set forth below:

         Salary shall exclude all of the following items (even if includable in
gross income): (i) reimbursements or other expense allowances; (ii) fringe
benefits (cash and noncash); (iii) moving expenses; (iv) deferred compensation;
and (v) welfare benefits.

Only Salary attributable to periods during which an Eligible Employee was a
Participant shall be taken into account.

         2.67 "SEVERANCE FROM SEVERANCE DATE" means, the date on which the
earlier of the following events occur:

             (a) the Employee quits, is discharged, retires or dies;

             (b) the first anniversary of the first date of a period in which
the Employee remains absent from service (with or without pay) for any reason
other than a quit, retirement, discharge or death, such as vacation, holiday,
sickness, disability, leave of absence or layoff; or

             (c) in the case of an Employee who is absent from service for
maternity or paternity purposes, as described in Section 2.8, the second
anniversary of the first day of such absence.

         2.68 "TESTING YEAR" means the Plan Year for which the testing required
under Section 4.8 is being conducted.

         2.69 "TRUST" means all such money or other property that is held by the
Trustee pursuant to the terms of the Trust Agreement.

         2.70 "TRUST AGREEMENT" means the trust agreement entered into between
the Company and a trustee for the purpose of funding benefits under the Plan, or
any successor trust agreement.

         2.71 "TRUSTEE" means the trustee or any successor thereto acting as
such pursuant to Section 12.4 and the terms of the Trust Agreement.

         2.72 "VALUATION DATE" means the date on which assets of the Trust are
valued, which, unless and until the Company directs otherwise, shall be each
business day of the New York Stock Exchange.

         2.73 "YEAR OF SERVICE" means, effective January 1, 1998, for purposes
of eligibility, a computation period and, for purposes of vesting, a Plan Year
during which an Employee completes at least 1,000 Hours of Service.

For the purpose of determining eligibility, the initial computation period is
each twelve (12) consecutive month period measured from the Employment
Commencement Date (or the Reemployment Commencement Date) and each anniversary
thereof. Years of Service with each Affiliate shall be counted for all purposes
under the Plan.



                                      15.
<PAGE>   24


For periods beginning prior to January 1, 1998, Year of Service means a
twelve-month Period of Service.

See Appendix A for grants of past service credit with regard to acquired or
merged companies. Appendix A is incorporated herein and may be revised from time
to time by the Employer.






                                      16.
<PAGE>   25


                                   ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION

         3.1 ELIGIBILITY TO BECOME A PARTICIPANT. Each Eligible Employee who is
a Participant prior to the Effective Date shall continue to be a Participant in
the Plan. Effective August 3, 1998, each other Eligible Employee shall become a
Participant in the Plan as of the Entry Date, as defined in Section 2.31, next
following his or her completion of the service requirement specified in (a), (b)
or (c), below, as applicable, provided that he or she is an Eligible Employee on
such Entry Date.

             (a) Effective for periods beginning on and after August 3, 1998,
for purposes of eligibility to make 401(k) Contributions, and to receive
Matching Contributions, an Eligible Employee must complete one full calendar
month of service.

             (b) Effective for periods beginning prior to August 3, 1998 for
purposes of eligibility to receive Matching Contributions and Discretionary
Contributions, an Eligible Employee must complete six full calendar months of
service. For periods beginning prior to August 3, 1998, an Eligible Employee
shall become a Participant in the Plan as of the Entry Date coinciding with or
next following his or her completion of six (6) months of service.

             (c) Effective for periods beginning on and after August 3, 1998,
for purposes of eligibility to receive Discretionary Contributions, an Eligible
Employee must complete one Year of Service and must have reached an Entry Date
for purposes of receiving Discretionary Contributions. The Entry Date for
purposes of receiving Discretionary Contributions is the first day of the
calendar quarter next following the one year anniversary of the Eligible
Employee's Entry Date for purposes of 401(k) and Matching Contributions.
Notwithstanding the foregoing, Employees hired by the Company on or after
December 1, 1997, and prior to August 3, 1998, will become eligible to receive
allocations of Discretionary Contributions under the eligibility criteria
described in this Section 3.1(c) that allows earlier participation for purposes
of receiving allocations of Discretionary Contributions.

         For purposes of this Section 3.1, a full calendar month of service
means that the Eligible Employee must be continuously employed by the Employer
from the first day of a calendar month through the last day of that calendar
month.

         3.2 SUSPENSION OF PARTICIPATION.

             (a) A Participant shall be suspended from active participation in
the Plan for any period during which the Participant:

                  (1) Is on a leave of absence without pay or

                  (2) Does not qualify as an Eligible Employee but remains a
Participant.

             (b) A Participant shall make no 401(k) Contributions with respect
to any period of suspended participation under Subsection (a) above, nor shall a
suspended Participant 





                                      17.
<PAGE>   26

receive any allocation of Employer Contributions, Qualified Nonelective
Contributions, Qualified Matching Contributions, or Forfeitures for any such
period. In addition, a Participant's 401(k) Contributions shall be suspended or
limited in the manner and for the period prescribed under Section 9.5 in the
case of a Hardship withdrawal from the Plan. A suspended Participant, however,
shall continue to share in the income, gains, losses and expenses of the
investments held in his or her Account.

         3.3 REESTABLISHING ELIGIBLE EMPLOYEE STATUS AND PLAN REENTRY. If a
former Eligible Employee who was a Participant again becomes an Eligible
Employee, such Eligible Employee shall again be a Participant in the Plan
immediately on becoming an Eligible Employee.

         3.4 TERMINATION OF PARTICIPATION. An Employee who becomes a Participant
shall cease to be a Participant as of the date on which no further benefits
under the Plan are payable to him or her.

         3.5 NO MAXIMUM AGE. Participation in the Plan shall not be discontinued
or limited in any way, and the allocation of contributions shall not be
decreased, because of a Participant's attainment of any age.





                                      18.
<PAGE>   27


                                   ARTICLE 4

                                  CONTRIBUTIONS

         4.1 401(k) CONTRIBUTIONS.

             (a) Subject to the limitations established by this Article 4, the
Employer shall make 401(k) Contributions on an Eligible Employee's behalf in an
amount equal to the amount of Salary that the Eligible Employee has elected to
defer pursuant to the Eligible Employee's 401(k) Agreement. Each Eligible
Employee may elect to have the Employer contribute to the Plan from one percent
(1%) to a maximum of fifteen percent (15%) in whole percentages of such Eligible
Employee's Salary for the Plan Year in accordance with such uniform and
nondiscriminatory rules and procedures as the Company may establish.

             (b) To participate for purposes of making 401(k) Contributions, an
Eligible Employee must have entered into a 401(k) Agreement, in the form as may
be prescribed by the Company, authorizing the reduction of his or her Salary in
amounts that will be contributed to the Plan as 401(k) Contributions on his or
her behalf by the Employer.

             (c) Notwithstanding the provisions of Subsection 4.1(a) above, in
order for the Plan to comply with the requirements of Sections 401(k), 402(g)
and 415 of the Code (see Subsections 4.1(d) and 4.8(a) and Section 4.10 of the
Plan, respectively), at any time in a Plan Year, the Company (in its sole
discretion) may, by notifying the affected Eligible Employees in writing, reduce
the rate of 401(k) Contributions to be made on behalf of an Eligible Employee
for the remainder of that Plan Year, or the Company may require that all 401(k)
Contributions to be made on behalf of an Eligible Employee be discontinued for
the remainder of that Plan Year. Such a reduction or discontinuance may be
applied selectively to individual Eligible Employees or to a particular class of
Eligible Employees, as the Company may determine in its sole discretion. Upon
the close of the Plan Year or such earlier date as the Company may determine,
any reduction or discontinuance in 401(k) Contributions shall automatically
cease until the Company again determines that such a reduction or discontinuance
of 401(k) Contributions is required. Any such reduction or discontinuance shall
be prospective only as to pay periods commencing after notice to the affected
Eligible Employees, and shall not result in discrimination in favor of Highly
Compensated Employees in any manner prohibited by Section 401(a)(4) of the Code
or regulations applicable thereunder. Any amounts that would have been
contributed to the Plan in the absence of a reduction or discontinuance pursuant
to this Subsection 4.1(c) shall be paid in cash to the affected Eligible
Employees in the same manner in which such amounts otherwise are payable as
Salary in the absence of any election of 401(k) Contributions.

             (d) The total of the 401(k) Contributions under this Plan and any
other elective deferrals (as defined in Section 402(g)(3) of the Code) under all
other plans, contracts or arrangements of the Employer or any Affiliate of the
Employer for any Participant during any taxable year of the Participant shall
not exceed $7,000 or such other amount in effect under Section 402(g)(1) of the
Code, as adjusted for increases in the cost of living for the calendar year in
which the Participant's taxable year begins. To the extent 401(k) Contributions
are distributed or returned to a Participant as excess Annual Additions pursuant
to Section 4.10 of the Plan, such 





                                      19.
<PAGE>   28

distributed or returned amounts shall be disregarded for purposes of the
limitation described in this Subsection 4.1(d).

             (e) In the event a Participant has any Excess Elective Deferrals
for any taxable year of such Participant, whether or not the limitation in
Subsection 4.1(d) has been exceeded for such taxable year, such Excess Elective
Deferrals may be distributed to the Participant from the Plan in accordance with
either of Paragraphs (1) or (2) below (or a combination thereof, as applicable):

                  (1) The Company may cause the Excess Elective Deferrals to be
distributed to the Participant during the taxable year of the Participant in
which the Excess Elective Deferrals occur if the following conditions are
satisfied:

                      (A) The Participant designates the distribution as Excess
Elective Deferrals; provided, however, to the extent the Participant's Excess
Elective Deferrals are attributable only to 401(k) Contributions under this Plan
and any other elective deferrals (as defined in Section 402(g)(3) of the Code)
under all other plans, contracts or arrangements maintained by the Employer or
any Affiliate of the Employer, the Employer may designate the distribution as
Excess Elective Deferrals on behalf of the Participant;

                      (B) Such distribution is made after the date on which the
Excess Elective Deferrals were received by the Plan; and

                      (C) The Plan designates the distribution as a distribution
of Excess Elective Deferrals.

                  (2) If any amount of Excess Elective Deferrals is included in
the gross income of a Participant for federal income tax purposes for any
taxable year of such Participant, the Participant, not later than the first
March 1 following the close of such taxable year, may notify the Company of the
amount of such Excess Elective Deferrals that the Participant designates as
having been received by the Plan; provided, however, to the extent the
Participant's Excess Elective Deferrals are attributable only to 401(k)
Contributions under this Plan and any other elective deferrals (as defined in
Section 402(g)(3) of the Code) under all other plans, contracts or arrangements
maintained by the Employer or any Affiliate of the Employer, the Employer on
behalf of the Participant may notify the Company and designate the amount of the
Excess Elective Deferrals received by the Plan. In the event notice of Excess
Elective Deferrals is given in accordance with the foregoing provision, the
Company shall cause there to be distributed to the Participant, not later than
the first April 15 following the close of such taxable year of the Participant,
the amount designated, plus any income and minus any loss allocable thereto for
such taxable year of the Participant and for the period between the end of the
taxable year and the date of distribution (the "gap period"). The amount of any
income or loss to be allocated to Excess Elective Deferrals under this Paragraph
(2) shall be determined under the same method used for allocating income to
Participants' Accounts generally, as then in effect in accordance with the
provisions of Section 5.2 of the Plan.

Any designation of Excess Elective Deferrals made by a Participant under
Paragraph (1) or (2) above shall be in writing, and, if the Excess Elective
Deferrals are attributable in part to elective




                                      20.
<PAGE>   29

deferrals made for the taxable year to any plan, contract or arrangement not
maintained by the Employer or any Affiliate of the Employer, the Participant
shall certify to the Company or otherwise provide such information as the
Company may reasonably require in order to establish that the amount designated
constitutes Excess Elective Deferrals. The amount of Excess Elective Deferrals
that may be distributed under this Subsection 4.1(e) with respect to a
Participant for a taxable year shall be reduced by any Excess Contributions
previously distributed in accordance with Subsection 4.8(b) for the Plan Year
beginning with or within the Participant's taxable year. In no event may a
Participant receive as a corrective distribution under this Subsection 4.1(e) an
amount in excess of the Participant's total 401(k) Contributions for the taxable
year. Notwithstanding any other provision in the Plan, the consent of a
Participant or his or her spouse shall not be required for a distribution of
Excess Elective Deferrals and allocable income.

             (f) Any decrease in the 401(k) Contributions for an Eligible
Employee resulting from the distribution of Excess Elective Deferrals also shall
be effective for purposes of determining the amount of Employer Matching
Contributions and Qualified Matching Contributions to be made for the Eligible
Employee's benefit under Subsection 4.3(b) and Section 4.5.

             (g) A Participant's 401(k) Contributions shall be credited to his
or her 401(k) Account. However, for Federal tax purposes (and wherever
permitted, for state tax purposes), 401(k) Contributions shall be deemed to be
contributions to the Plan by the Employer, and a Participant's 401(k) Agreement
shall constitute an election to have his or her taxable compensation reduced by
the amount of all such 401(k) Contributions. 401(k) Contributions shall be made
in accordance with Plan rules and are subject to the limitations set forth in
this Article 4.

         4.2 401(k) AGREEMENT.

             (a) 401(k) Contributions shall be authorized by a Participant in
writing pursuant to a 401(k) Agreement. The 401(k) Agreement shall provide that
a Participant's Salary shall be reduced by any whole number percentage;
provided, however, that the amount of the reduction does not exceed the
limitations set forth in this Article 4.

             (b) A Participant may elect to suspend his or her 401(k)
Contributions at any time by filing a notice on the prescribed form with the
Company. Any such election shall be effective as soon as is reasonably practical
following receipt of such notice by the Company. By giving the Company
reasonable notice in the manner and at the time prescribed by the Company, a
Participant who has suspended 401(k) Contributions may recommence making 401(k)
Contributions as of any Entry Date after the date on which 401(k) Contributions
were suspended.

             (c) A Participant may elect to change the amount of his or her
401(k) Contributions effective as of the Entry Date following receipt by the
Company of the Participant's revised election form. Any such change must be made
in the manner and at the time prescribed by the Company.



                                      21.
<PAGE>   30


             (d) The Employer shall forward all 401(k) Contributions to the
Trustee for investment in the Trust, as provided for in Article 6, as soon as
reasonably feasible after such amounts would have been paid to the Participants
if not withheld from the Participants' Salary, but in any event no later than
the fifteenth (15th) business day of the month following the month in which such
amounts would otherwise have been paid to the Participant.

         4.3 EMPLOYER CONTRIBUTIONS.

             (a) EMPLOYER MATCHING CONTRIBUTIONS. For any Plan Year, the
Employer may make Employer Matching Contributions in any amount as may be
determined by the Employer, in its sole discretion. Such contributions, if any,
may be made in the form of cash or Company Stock (or a combination thereof) and
shall be allocated as of the last day of the Plan Year to the Employer Matching
Contributions Accounts of all Eligible Employees who made 401(k) Contributions
for the Plan Year and who are employed as of the last day of the Plan Year and
who completed 1,000 Hours of Service during the Plan Year or who terminated
employment during the Plan Year as a result of death, Disability, or attainment
of Normal Retirement Age in a specified dollar amount or number of shares per
Eligible Employee or in the proportion that each such Eligible Employee's 401(k)
Contributions for the Plan Year bears to the total 401(k) Contributions for all
Eligible Employees for such Plan Year, provided that the Employer may limit
allocations of Employer Matching Contributions to Eligible Employees who are
Non-Highly Compensated Employees or establish a uniform formula pursuant to
which Employer Matching Contributions are allocated at different rates with
respect to specified increments of each Eligible Employee's total 401(k)
Contributions for the Plan Year. The Employer also may uniformly limit for all
Eligible Employees, or just for those Eligible Employees who are Highly
Compensated Employees, the amount of 401(k) Contributions that are taken into
account for purposes of allocating Employer Matching Contributions.

             (b) DISCRETIONARY CONTRIBUTIONS. For any Plan Year, the Employer
may make Discretionary Contributions in any amount as may be determined by the
Employer in its sole discretion. Such contributions, if any, may be made in the
form of cash or Company Stock (or a combination thereof) and shall be allocated
as of the last day of the Plan Year to the Discretionary Accounts of all
Participants who are employed as of the last day of the Plan Year and who
completed 1,000 Hours of Service during the Plan Year or who terminated
employment during the Plan Year as a result of death, Disability, or attainment
of Normal Retirement Age in a specified dollar amount or number of shares per
Participant or in the proportion that the Compensation of each such Participant
for the Plan Year bears to the total Compensation for all such Participants for
such Plan Year, provided that the Employer may limit the amount of Compensation
that is taken into account for purposes of allocating Discretionary
Contributions. For purposes of allocating such Discretionary Contributions for
any Plan Year based on a Participant's Compensation, only Compensation
attributable to periods in such Plan Year during which such Participant was a
Participant, and eligible to receive such Discretionary Contributions under
Section 3.1(c), shall be taken into account.

         4.4 QUALIFIED NONELECTIVE CONTRIBUTIONS. For any Plan Year, the
Employer may make Qualified Nonelective Contributions in any amount as may be
determined by the Employer in its sole discretion. Such contributions, if any,
may be made in the form of cash or Company Stock (or a combination thereof) and
shall be allocated as of the last day of the Plan Year to the 





                                      22.
<PAGE>   31

401(k) Accounts, or, if made in the form of Company Stock, to the Discretionary
Accounts, of all Eligible Employees who are employed during such Plan Year in a
specified dollar amount or number of shares per Eligible Employee or in the
proportion that the Compensation of each such Eligible Employee for the Plan
Year bears to the total Compensation for all such Eligible Employees for such
Plan Year, provided that the Employer may uniformly limit for all Eligible
Employees, or just for those Eligible Employees who are Highly Compensated
Employees, the amount of Compensation that is taken into account for purposes of
allocating Qualified Nonelective Contributions or it may determine that
allocations of Qualified Nonelective Contributions shall be limited to
individual Eligible Employees who are Non-Highly Compensated Employees or to all
Eligible Employees who are Non-Highly Compensated Employees, as the Employer may
determine in its sole discretion. For purposes of allocating Qualified
Nonelective Contributions for any Plan Year based on an Eligible Employee's
Compensation, only Compensation attributable to periods in such Plan Year during
which such Eligible Employee was a Participant shall be taken into account.

If the Company so determines, it may cause Qualified Nonelective Contributions
to be allocated to a separate Qualified Nonelective Contributions Account for
each Participant established for the purpose of receiving and holding such
contributions instead of allocating such contributions to the 401(k) Accounts of
Participants. Such contributions shall meet the requirements of Section
401(m)(4)(C) of the Code and regulations applicable thereunder.

         4.5 QUALIFIED MATCHING CONTRIBUTIONS. For any Plan Year, the Employer
may make Qualified Matching Contributions in any amount as may be determined by
the Employer, in its sole discretion. Such contributions, if any, may be made in
the form of cash or Company Stock (or a combination thereof) and shall be
allocated as of the last day of the Plan Year to the 401(k) Accounts, or, if
made in the form of Company Stock, to the Discretionary Accounts, of all
Eligible Employees who have made 401(k) Contributions for the Plan Year in a
specified dollar amount or number of shares per Eligible Employee or in the
proportion that each such Eligible Employee's 401(k) Contributions for the Plan
Year bears to the total 401(k) Contributions for all Eligible Employees for such
Plan Year, provided that the Employer may limit allocations of Qualified
Matching Contributions to individual Eligible Employees who are Non-Highly
Compensated Employees or to all Eligible Employees who are Non-Highly
Compensated Employees or establish a uniform formula pursuant to which Qualified
Matching Contributions are allocated at different rates with respect to
specified increments of each Eligible Employee's total 401(k) Contributions for
the Plan Year. The Employer also may uniformly limit for all Eligible Employees,
or just for those Eligible Employees who are Highly Compensated Employees, the
amount of 401(k) Contributions that are taken into account for purposes of
allocating Qualified Matching Contributions.

If the Company so determines, it may cause Qualified Matching Contributions to
be allocated to a separate Qualified Matching Contributions Account for each
Participant established for the purpose of receiving and holding such
contributions instead of allocating such contributions to the 401(k) Accounts of
Participants.

         4.6 TIME OF PAYMENT. All Employer Contributions, Qualified Nonelective
Contributions, and Qualified Matching Contributions shall be paid to the
Trustee, in one or more installments, not later than the final date for filing
the Employer's Federal income tax return for





                                      23.
<PAGE>   32

the fiscal year of the Employer within which or with which occurs the end of the
Plan Year for which such contributions are made, including extensions of time
granted for such filing.

         4.7 ROLLOVER CONTRIBUTIONS.

             (a) An Eligible Employee, whether or not he or she has reached an
Entry Date or elected to make 401(k) Contributions, or an Employee who would be
eligible to participate in the Plan upon satisfaction of the age requirement in
Subsection 2.23(a) or the service requirement in Section 3.1, whether or not he
or she has yet satisfied such requirements, may make a Rollover Contribution
subject to the approval of the Company and in accordance with procedures
approved by the Company. Upon such a Rollover Contribution by an Eligible
Employee who has not yet otherwise become a Participant, his or her Rollover
Account shall represent his or her sole interest in the Plan.

             (b) A Rollover Contribution (other than in the case of a direct
trustee-to-trustee transfer (within the meaning of Section 401(a)(31) of the
Code) or a plan-to-plan transfer) shall be made within sixty (60) days of
distribution (or such longer time as may be permitted by regulations), and shall
exclude any after-tax contribution amounts contributed by the Eligible Employee
to the plan, annuity or other arrangement from which the Rollover Contribution
is derived. In no event may an Eligible Employee make a Rollover Contribution
(including as a result of a plan-to-plan transfer) that would cause the Plan to
be a direct or indirect transferee, within the meaning of Section
401(a)(11)(B)(iii)(III) of the Code and any regulations or rulings thereunder,
of a plan described in Section 401(a)(11)(B)(i) or (ii) of the Code.

             (c) Effective on and after August 3, 1998, a Rollover Contribution
shall be made only in the form of cash, provided however, that the Employer may
in its sole discretion allow the Plan to accept in-kind assets as Rollover
Contributions in the event of corporate events such as mergers or acquisitions.

             (d) An Eligible Employee may be required to furnish evidence
satisfactory to the Company that the amount of a proposed Rollover Contribution
meets all of the foregoing requirements. When made, the Eligible Employee's
Rollover Contribution shall be credited to such Eligible Employee's Rollover
Account as of the date such contribution is received. A Rollover Contribution
shall not be considered a contribution by the Employer, and an Eligible
Employee's Rollover Account shall be fully vested at all times.

             (e) No plan-to-plan transfer may be accepted by the Trustee of this
Plan from any other qualified retirement plan, whether or not such other plan is
maintained by the Employer, if the amounts to be transferred consist of
contributions based on foreign source (non-United States source) compensation.
Nor may the Trustee accept a transfer of earnings on such contributions, even
though the earnings may be United States source income.

         4.8 NONDISCRIMINATION REQUIREMENTS.

             (a) ACTUAL DEFERRAL PERCENTAGE TEST. In no event shall the Actual
Deferral Percentage for Eligible Employees who are Highly Compensated Employees
exceed with respect to any Plan Year the greater of (1) or (2) as follows:



                                      24.
<PAGE>   33


                  (1) One hundred twenty-five percent (125%) of the Actual
Deferral Percentage for Eligible Employees who are Non-Highly Compensated
Employees or

                  (2) The lesser of (i) two hundred percent (200%) of the Actual
Deferral Percentage for Eligible Employees who are Non-Highly Compensated
Employees, (ii) the Actual Deferral Percentage for Eligible Employees who are
Non-Highly Compensated Employees plus two (2) percentage points, or (iii) the
highest amount which, when taking into account the Actual Deferral Percentage
for Eligible Employees who are Non-Highly Compensated Employees and the Actual
Contribution Percentages for Highly Compensated Employees and Non-Highly
Compensated Employees, respectively, would not cause the "aggregate limit"
(within the meaning of Treasury Regulations Section 1.401(m)-2(b)(3)) to be
exceeded, in accordance with the provisions of Subsection 4.8(g) below.

This subparagraph (a) shall be applied by using the Current Year Method. If the
Employer so elects the method used in this subparagraph (a) may be changed in
accordance with guidance issued by the Internal Revenue Service, by amending the
Plan to reflect such election.

             (b) CORRECTION METHODS TO MEET ACTUAL DEFERRAL PERCENTAGE TEST. In
the event that for any Plan Year the Actual Deferral Percentage for Eligible
Employees who are Highly Compensated Employees otherwise would not meet either
of the tests set forth above, as required by Section 401(k)(3)(A) of the Code,
then the Employer shall elect one of the following methods (or any combination
thereof) of meeting one of those tests:

                  (1) Excess Contributions, plus any income and minus any loss
allocable thereto for such Plan Year and for the period between the end of the
Plan Year and the date of distribution (the "gap period"), may be distributed
after the end of the Plan Year and within twelve (12) months after the close of
such Plan Year to the Highly Compensated Employees to whose Accounts such Excess
Contributions were allocated for the Plan Year in accordance with the
requirement of Section 401(k)(8)(c) of the Code. If Excess Contributions are
distributed more than 2 1/2 months after the last day of the Plan Year in which
such amounts arose, a ten percent (10%) excise tax will be imposed on the
Employer with respect to such amounts as provided in Section 4979 of the Code.
The amount of any income or loss to be allocated to Excess Contributions shall
be determined under the same method used for allocating income to Participants'
Accounts generally, as then in effect in accordance with the provisions of
Section 5.2 of the Plan. Notwithstanding any other provision in the Plan, the
consent of a Participant or his or her spouse shall not be required for a
distribution of Excess Contributions and allocable income.

                  (2) In its discretion, the Employer may make Qualified
Nonelective Contributions or Qualified Matching Contributions on behalf of
Non-Highly Compensated Employees pursuant to Sections 4.4 or 4.5 in amounts
sufficient to meet the Actual Deferral Percentage test when taking such
contributions into account to the extent permitted under the Plan and
regulations under Section 401(k) of the Code.

             (c) Special Rules for Actual Deferral Percentage Limit Testing.


                                      25.
<PAGE>   34


                  (1) For purposes of the Actual Deferral Percentage test, the
Deferral Rate of any Eligible Employee who is a Highly Compensated Employee for
the Plan Year and who is eligible to have 401(k) Contributions or any other
employer contributions described in Section 401(k)(3)(D) of the Code allocated
to his or her accounts under two or more cash or deferred arrangements described
in Section 401(k) of the Code that are maintained by the Employer or an
Affiliate shall be determined as if all 401(k) Contributions and any such other
employer contributions were made under a single cash or deferred arrangement. If
a Highly Compensated Employee participates in two or more cash or deferred
arrangements described in Section 401(k) of the Code that have different plan
years, all such arrangements that have plan years ending with or within the same
calendar year shall be treated as a single arrangement.

                  (2) In the event that this Plan satisfies the requirements of
Sections 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or
more other plans, or if one or more other plans satisfy the requirements of such
Sections of the Code only if aggregated with this Plan, then this Section 4.8
shall be applied by determining the Actual Deferral Percentage of Eligible
Employees as if all such plans were a single plan. Plans may be aggregated in
order to satisfy Section 401(k) of the Code only if they have the same Plan
Year.

                  (3) In order to be taken into account for purposes of the
Actual Participant's Percentage test for a Plan Year, 401(k) Contributions must
be allocated to the Employee's Account as of a date within such Plan Year. For
this purpose, 401(k) Contributions will not be considered to be allocated as of
a date within a Plan Year unless (i) the allocation is not contingent on the
Employee's participation in the Plan or performance of services on any date
subsequent to that date and (ii) such 401(k) Contributions are made before the
end of the twelve-month period immediately following such Plan Year.

                  (4) 401(k) Contributions will be taken into account under the
Actual Deferral Percentage test for a Plan Year only if they relate to
Compensation that would have been received by the Eligible Employee in the Plan
Year (but for his or her 401(k) Agreement).

                  (5) Any decrease in the 401(k) Contributions for an Eligible
Employee resulting from the distribution of Excess Contributions also shall be
effective for purposes of determining the amount of Employer Matching
Contributions or Qualified Matching Contributions to be made for the Eligible
Employee's benefit under Subsection 4.3(b) and Section 4.5, as the case may be.

                  (6) To the extent 401(k) Contributions are distributed or
returned to a Participant as excess Annual Additions pursuant to Section 4.10 of
the Plan, such amounts shall be disregarded for purposes of determining the
Deferral Rate of a Participant.

                  (7) To the extent 401(k) Contributions are taken into account
in determining an Eligible Employee's Contribution Rate for purposes of the
Actual Contribution Percentage test under Subsection 4.8(d), such amounts shall
be disregarded for purposes of determining the Deferral Rate.

                  (8) Excess Elective Deferrals of a Non-Highly Compensated
Employee that are calculated by taking into account only 401(k) Contributions
under this Plan




                                      26.
<PAGE>   35

and any other plan maintained by the Employer and that are distributed to such
Non-Highly Compensated Employee pursuant to Subsection 4.1(d) of the Plan shall
be disregarded for purposes of determining the Deferral Rate of such Non-Highly
Compensated Employee.

                  (9) For purposes of Subsection 4.8(a), Eligible Employee shall
include any Employee who would be eligible to make 401(k) Contributions to the
Plan but for a suspension due to a withdrawal, a loan, an election not to
participate in the Plan, or the inability of the Employee to receive additional
Annual Additions because of the limits imposed by Section 415(c)(1) or 415(e) of
the Code.

                  (10) The Company shall maintain such records as are necessary
to demonstrate compliance with the requirements of Subsection 4.8(a), including
the extent to which Qualified Nonelective Contributions and Qualified Matching
Contributions are taken into account for purposes of determining an Eligible
Employee's Deferral Rate.

             (d) ACTUAL CONTRIBUTION PERCENTAGE TEST. In no event shall the
Actual Contribution Percentage for Eligible Employees who are Highly Compensated
Employees exceed with respect to any Plan Year the greater of (1) or (2) as
follows:

                  (1) One hundred twenty-five percent (125%) of the Actual
Contribution Percentage for Eligible Employees who are Non-Highly Compensated
Employees or

                  (2) The lesser of (i) two hundred percent (200%) of the Actual
Contribution Percentage for Eligible Employees who are Non-Highly Compensated
Employees or (ii) the Actual Contribution Percentage for Eligible Employees who
are Non-Highly Compensated Employees plus two (2) percentage points.

         This subparagraph (d) shall be applied by using the Current Year
Method. If the Employer so elects, the method used in this subparagraph (d) may
be changed in accordance with guidance issued by the Internal Revenue Service,
by amending the Plan to reflect such election.

             (e) CORRECTION METHODS TO MEET ACTUAL CONTRIBUTION PERCENTAGE TEST.
In the event that for any Plan Year the Actual Contribution Percentage for
Eligible Employees who are Highly Compensated Employees otherwise would not meet
either of the tests set forth above, as required by Section 401(m)(2) of the
Code, then the Employer shall elect one of the following methods (or any
combination thereof) of meeting one of those tests:

                  (1) Excess Aggregate Contributions, plus any income and minus
any loss allocable thereto for such Plan Year and for the period between the end
of the Plan Year and the date of distribution (the "gap period"), may be
distributed after the end of the Plan Year and within twelve (12) months after
the close of such Plan Year to the Highly Compensated Employees to whose
Accounts such Excess Aggregate Contributions were allocated for the Plan Year in
accordance with the requirements of Section 401(m)(b)(C) of the Code. If Excess
Aggregate Contributions are distributed more than 2 1/2 months after the last
day of the Plan Year in which such amounts arose, a ten percent (10%) excise tax
will be imposed on the Employer with respect to such amounts as provided in
Section 4979 of the Code. The amount of any income or loss to be allocated to
Excess Aggregate Contributions shall be determined under the





                                      27.
<PAGE>   36

same method used for allocating income to Participants' Accounts generally, as
then in effect in accordance with the provisions of Section 5.2 of the Plan.
Notwithstanding any other provision in the Plan, the consent of a Participant or
his or her spouse shall not be required for a distribution of Excess Aggregate
Contributions and allocable income.

                  (2) In its discretion, the Employer may make Qualified
Nonelective Contributions or Qualified Matching Contributions on behalf of
Non-Highly Compensated Employees pursuant to Sections 4.4 or 4.5 in amounts
sufficient to meet the Actual Contribution Percentage test when taking such
contributions into account to the extent permitted under the Plan and
regulations under Section 401(m) of the Code.

             (f) SPECIAL RULES FOR ACTUAL CONTRIBUTION PERCENTAGE LIMIT TESTING.

                  (1) For purposes of the Actual Contribution Percentage test,
the Contribution Rate for any Eligible Employee who is a Highly Compensated
Employee for the Plan Year and who is eligible to have Employer Matching
Contributions, Qualified Matching Contributions, or any other matching
contributions described in Section 401(m)(4)(A) of the Code allocated to his or
her accounts under two or more plans described in Section 401(a) of the Code
that are maintained by the Employer or an Affiliate shall be determined as if
all Employer Matching Contributions, Qualified Matching Contributions, and any
such other matching contributions were made under a single plan. If a Highly
Compensated Employee participates in two or more plans to which are made
contributions described in Section 401(m)(4)(A) of the Code that have different
plan years, all such plans that have plan years ending with or within the same
calendar year shall be treated as a single plan.

                  (2) In the event that this Plan satisfies the requirements of
Sections 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or
more plans, or if one or more other plans satisfy the requirements of such
Sections of the Code only if aggregated with this Plan, then this Section 4.8
shall be applied by determining the Contribution Rate of Eligible Employees as
if all such plans were a single plan. Plans may be aggregated in order to
satisfy Section 401(m) of the Code only if they have the same plan year.

                  (3) In order to be taken into account for purposes of the
Actual Contribution Percentage test for a Plan Year, Employer Matching
Contributions and Qualified Matching Contributions must (i) be allocated to the
Eligible Employee's Account as of a date within the Plan Year under other
provisions of the Plan, (ii) be made on account of the Eligible Employee's
401(k) Contributions for the Plan Year and (iii) be made before the end of the
twelve-month period immediately following the Plan Year.

                  (4) Employer Matching Contributions and Qualified Matching
Contributions that are forfeited because the 401(k) Contributions to which they
relate are treated as Excess Contributions, Excess Elective Deferrals or Excess
Aggregate Contributions shall not be taken into account for purposes of the
Actual Contribution Percentage test.

                  (5) To the extent Employer Matching Contributions and
Qualified Matching Contributions are taken into account in determining an
Eligible Employee's Deferral





                                      28.
<PAGE>   37

Rate for purposes of the Actual Deferral Percentage test under Subsection
4.8(a), such amounts shall be disregarded for purposes of determining the
Contribution Rate.

                  (6) For purposes of Subsection 4.8(d), Eligible Employee shall
include any Employee who would be eligible to make 401(k) Contributions to the
Plan and thus receive Employer Matching Contributions and Qualified Matching
Contributions but for a suspension due to a withdrawal, a loan, an election not
to participate in the Plan, or the inability of the Employee to receive
additional Annual Additions because of the limits imposed by Section 415(c)(1)
or 415(e) of the Code.

                  (7) The Company shall maintain such records as are necessary
to demonstrate compliance with the requirements of Subsection 4.8(d), including
the extent to which 401(k) Contributions and Qualified Nonelective Contributions
are taken into account for purposes of determining an Eligible Employee's
Contribution Rate.

             (g) PREVENTION OF MULTIPLE USE. Notwithstanding any other
provisions of the Plan to the contrary, in no event shall the sum of the Actual
Deferral Percentage and the Actual Contribution Percentage for Eligible
Employees who are Highly Compensated Employees exceed with respect to any Plan
Year the "aggregate limit," as that term is defined in Treasury Regulations
Section 1.401(m)-2(b)(3) (relating to the multiple use of the alternative
limitations contained in Sections 401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) of
the Code, respectively). However, the aggregate limit will not be considered to
have been exceeded in any Plan Year if either the Actual Deferral Percentage or
the Actual Contribution Percentage of the Eligible Employees who are Highly
Compensated Employees does not exceed 1.25 multiplied by the Actual Deferral
Percentage or Actual Contribution Percentage, as the case may be, of the
Eligible Employees who are Non-Highly Compensated Employees. If, after
application of the provisions in Subsections 4.8(b) and (e) above, such
aggregate limit would be exceeded for any Plan Year, then either the Actual
Deferral Percentage of Highly Compensated Employees for such Plan Year shall be
reduced or the Employer shall make Qualified Nonelective Contributions pursuant
to Section 4.4 so that the aggregate limit is not exceeded. The amount of any
reduction of the Actual Deferral Percentage for Highly Compensated Employees
under this Subsection 4.8(g) shall be determined in the same manner as the
amount of any Excess Contributions is determined, as specified in Section 2.35,
and such reduction shall be treated as Excess Contributions for purposes of the
Plan. For purposes of this Subsection 4.8(g), the provisions of Treasury
Regulations Section 1.401(m)-2 are incorporated by reference herein.

         4.9 REVERSION OF CONTRIBUTIONS. Except as provided in this Section 4.9
or as provided in Section 4.10 in the case of the termination of the Plan, the
assets of the Plan shall never inure to the benefit of the Employer, and shall
be held for the exclusive purposes of providing benefits to Participants and/or
their Beneficiaries, and for defraying the expenses of administering the Plan.

             (a) In the case of a contribution which is made by virtue of a
mistake of fact, this Section 4.0 shall not prohibit the return of such
contribution to the Employer within one (1) year after the payment of the
contribution.


                                      29.
<PAGE>   38


             (b) The Employer's obligation to make contributions hereunder is
conditioned upon initial qualification of the Plan under Section 401(a) of the
Code, or any successor provision thereto, and if the Plan does not so qualify,
then this Section 4.9 shall not prohibit the return of such contribution to the
Employer within one (1) year after the date of denial of initial qualification
of the Plan, 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.

             (c) To the extent the deduction of a contribution by the Employer
under Section 404 of the Code, or any successor provision thereto, is
disallowed, this Section 4.9 shall not prohibit the return of such contribution
(to the extent disallowed) to the Employer within one (1) year after such
disallowance of the deduction.

         4.10 OTHER LIMITATIONS ON CONTRIBUTIONS.

             (a) In no event shall the Annual Additions allocated to any
Participant's Account in any Limitation Year exceed the lesser of (1) or (2) as
follows:

                  (1) Twenty-five percent (25%) of the Participant's
Compensation for the Limitation Year; or

                  (2) $30,000 (as adjusted annually under Section 415(d) of the
Code for increases in the cost of living).

             (b) If, as a result of (i) the allocation of Forfeitures, (ii) a
reasonable error in estimating a Participant's Compensation, (iii) a reasonable
error in determining the amount of 401(k) Contributions that may be made with
respect to any Participant under the limits of Section 415 of the Code or (iv)
other limited facts and circumstances that the Commissioner of Internal Revenue
finds justify the availability of the relief provisions specified in this
Section 4.10, allocations of Annual Additions would exceed the limitation of
Subsection 4.10(a) with respect to any Participant, the Participant's 401(k)
Contributions for the Limitation Year, plus any income allocable thereto, shall
be distributed to the Participant to the extent that the distribution would
reduce the excess Annual Additions allocated to the Participant's Account. If
excess Annual Additions remain for any Participant after available 401(k)
Contributions have been distributed, and the Participant is in the service of
the Employer at the end of the Limitation Year, then such excess Annual
Additions shall be reapplied to reduce future Employer Contributions under this
Plan for the next Limitation Year (and for each succeeding year, as necessary)
for such Participant, so that in each such Limitation Year the sum of actual
Employer Contributions plus the reapplied amount shall equal the amount of
Employer Contributions which would otherwise be made to such Participant's
Account. If after the application of the corrective steps described previously
in this Section 4.10(b), an excess Annual Addition continues to exist and the
Participant is not in the service of the Employer at the end of a Limitation
Year, then such excess Annual Addition will be held unallocated in a suspense
account. The suspense account will be applied to reduce future Employer
Contributions for all remaining Participants in the next Limitation Year and
each succeeding Limitation Year, if necessary.



                                      30.
<PAGE>   39


             (c) Any suspense account established under Subsection (b) shall be
maintained in accordance with the following special rules:

                  (1) The balance in the suspense account shall be allocated and
reallocated in the manner prescribed in Subsection 4.10(b) (except to the extent
limited by Subsection 4.10(a)) on the next succeeding allocation date for
allocation of contributions. The entire amount so allocated from the suspense
account shall be considered as Annual Additions as of the date allocated. No
investment gains, income or losses will be allocated to the suspense account.

                  (2) No further Employer Contributions may be made under the
Plan until the suspense account is exhausted.

                  (3) In the event of termination of the Plan, the suspense
account shall be allocated and reallocated to the Accounts of all Eligible
Employees in the manner prescribed in Subsections 4.10(b) and (c) up to the
limits of Subsection 4.10(a) determined without regard to Compensation paid
after the date of Plan termination. Any remaining amount of said suspense
account that cannot be so reallocated shall be repaid to the Employer.

             (d) If a Participant has been a participant in a qualified defined
benefit plan (as defined in Section 414(j) of the Code) maintained by the
Employer or any Affiliate, in no event shall an Eligible Employee be entitled to
receive a benefit in an amount which would cause the sum of the Defined Benefit
Plan Fraction and the Defined Contribution Plan Fraction to exceed 1.0 for any
Limitation Year. In the event such sum of the Defined Benefit Plan Fraction and
the Defined Contribution Plan Fraction would otherwise exceed 1.0 for any Plan
Year, the projected annual retirement income benefit under the Defined Benefit
Plan Fraction shall be limited, to the extent necessary, to reduce such Defined
Benefit Plan Fraction so that the sum of the two fractions hereunder does not
exceed the foregoing 1.0 limitation. This subsection (d) shall cease to be
effective as of January 1, 2000.

             (e) Notwithstanding other provisions of this Section 4.10 to the
contrary, the otherwise permissible Annual Additions for any Eligible Employee
under this Plan may be further reduced to the extent necessary, as determined by
the Company, to prevent disqualification of the Plan under Section 415 of the
Code, which imposes additional limitations on the benefits payable to Eligible
Employees who also may be participating in other tax-qualified pension, profit
sharing, savings or stock bonus plans maintained by an Affiliate of the
Employer. The Company shall advise affected Eligible Employees of any additional
limitation on their Annual Additions required by the preceding sentence.

         4.11 USERRA COMPLIANCE. Notwithstanding any provision of this Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in compliance with Section 414(u) of
the Code.




                                      31.
<PAGE>   40



                                   ARTICLE 5

                             PARTICIPANTS' ACCOUNTS

         5.1 INDIVIDUAL ACCOUNTS. The Company, or the Trustee if the Company so
determines and the Trustee agrees, shall maintain, or cause to be maintained, an
Account for each Participant, which shall consist of the following subaccounts,
as applicable: a 401(k) Account, an Employer Contributions Account, a Prior ESOP
Account, a Rollover Account, and such other separate subaccounts, if any, as the
Company may determine to establish pursuant to Sections 4.4 or 4.5. The Company
shall also maintain, or cause to be maintained, on behalf of each Participant, a
separate accounting of each Participant's Account, including contributions,
transfers, withdrawals, earnings, losses and expenses attributable thereto.
Employer Contributions made in the form of Company Stock shall be held in the
subaccount established for this purpose by the Employer. Company Stock
transferred to the Plan from the ESOP shall be held in the Prior ESOP Account.

     5.2 REVALUATION OF THE TRUST. As of each Valuation Date, the Company shall
cause to be determined the fair market value of all assets of the Trust, giving
effect to (i) earnings, (ii) gains and losses and (iii) appreciation or
depreciation whether or not realized. The method of valuation shall be
determined by the Trustee and shall be followed with reasonable consistency from
year to year. The aggregate amount credited to the Accounts of all Participants
having Accounts in the Trust shall be adjusted as of each Valuation Date so as
to be equal to the value of all assets in the Trust on such date. Such
adjustment shall be made by allocating to the Account of each Participant, as of
the Valuation Date and prior to the allocation of contributions and Forfeitures
for the Plan Year or such other valuation period, that proportion of the net
change in fair market value of all assets as is equal to the proportion that the
value of each such Account bears to the value of all such Accounts as of the
immediately preceding Valuation Date, after making such adjustments as may be
appropriate to reflect contributions, loans or distributions which were made
subsequent to the preceding Valuation Date.

The Company may at any other time it deems appropriate under the circumstances
secure a determination of the fair market value of the Trust as a whole, of one
or more of the separate Investment Funds established under Article 6, or one or
more of the separate subaccounts maintained for a Participant. In such event,
the Company may make a determination as of such date of the income, gain or loss
on any such respective funds since the preceding Valuation Date. If the
allocation of such income, gain or loss will produce a significant change in the
value of Participants' Accounts, and if such valuation shall affect a
distribution, then in the discretion of the Company such date may thereupon be
deemed a Valuation Date, and the Company shall allocate such income, gain or
loss to the Accounts of Participants in the manner provided in the preceding
paragraph.

         5.3 STATEMENTS. At least once in each Plan Year, the Company shall
cause to be furnished to each Participant a statement showing the values of his
or her Account pursuant to this Article 5 as of a Valuation Date occurring in
such Plan Year or the preceding Plan Year.

         5.4 ALLOCATION OF INVESTMENT INCOME. Each Participant's Account shall
be revalued on each Valuation Date to reflect any investment income, gains,
losses and expenses allocable to





                                      32.
<PAGE>   41

such Account as well as any adjustments for contributions to or distributions,
loans or withdrawals from such Account.





                                      33.
<PAGE>   42


                                   ARTICLE 6

                      INVESTMENT OF PARTICIPANT'S ACCOUNTS

         6.1 INVESTMENT CONTROL. Except to the extent otherwise provided herein,
a Participant shall have the right to direct the investment of his or her
Account in accordance with Section 6.3 among such Investment Funds as are
selected by the Company.

         6.2 SELECTION OF INVESTMENT FUNDS. The Company shall have the authority
to select and withdraw, in its sole discretion, one or more Investment Funds for
the investment of Participants' Accounts upon prior written notice to
Participants.

         6.3 INVESTMENT OF ACCOUNTS.

             (a) If the Company selects more than one Investment Fund pursuant
to Section 6.2, each Participant may make an investment election, in accordance
with such rules as may be established by the Company, which shall be applied in
a uniform and nondiscriminatory manner.

             (b) Each Participant who directs the investment of his or her
Account is solely responsible for the selection of his or her investment
options. The Trustee, the Employer, and the officers, supervisors and other
employees of any such entity are not authorized to advise a Participant as to
the manner in which his or her Account shall be invested. The fact that an
Investment Fund is available to a Participant for investment under the Plan
shall not be construed as a recommendation for investment in that Investment
Fund. In the event no election is made by a Participant, such amounts available
for his or her election will be invested by the Trustee in a money market fund
or similar investment.

         6.4 CHANGE OF INVESTMENT ELECTION AS TO FUTURE CONTRIBUTIONS. The
Company shall prescribe, on a uniform and nondiscriminatory basis, the timing
and frequency with which changes in investment elections as to future
contributions are permitted. The Company may establish and communicate to all
Participants procedures under which a Participant may elect to change his or her
investment election under Section 6.3 as to future contributions by the use of a
telephone exchange system maintained by the Investment Funds for such purposes,
subject to such restrictions as may be established by the Investment Fund.

         6.5 TRANSFERS BETWEEN INVESTMENT FUNDS. The Company shall prescribe, on
a uniform and nondiscriminatory basis, the timing and frequency with which
Participants may elect to transfer amounts already allocated to their Accounts
between available Investment Funds. The Company may establish and communicate to
all Participants procedures under which Participants may indicate their
elections regarding transfers between Investment Funds by giving instructions
directly to the manager or managers of any such funds, subject to such
reasonable conditions and limitations as to the timing and frequency of such
instructions by a Participant as the Company from time to time may prescribe on
a uniform and nondiscriminatory basis. Such procedures shall specify (i) a
reasonable method for providing such instructions to the fund managers (which
may include telephonic instructions) designed to ensure the proper
implementation of a Participant's instructions and otherwise to protect the
interests of





                                      34.
<PAGE>   43

Participants, and (ii) the frequency with which such transfers may be made
(which may be as frequently as daily) in accordance with new instructions of the
Participant.

         6.6 INVESTMENT IN COMPANY STOCK. Subject to any restrictions
established by the Company and communicated to the Participants, Participants
who have Prior ESOP Accounts or Company Stock held in the Discretionary Account
may direct that the Company Stock held in such Accounts be sold and the proceeds
from such sale invested in one or more of the other investment alternatives
available under the Plan. Instructions from a Participant to sell all or any
part of the Company Stock held in the Participant's Account shall be carried out
by the Trustee in a nondiscriminatory manner, provided, however, that any
Participant directions to sell the Company Stock held in a Participant's Account
shall not be carried out by the Trustee if it is determined that such sale of
Company Stock would violate any applicable securities laws or require
registration under any applicable securities laws. In no event may a Participant
direct that any amounts held under the Plan for the Participant's benefit be
invested in Company Stock.

         Effective August 3, 1998, the Employer has imposed the following
restrictions on diversification of Company Stock held for the benefit of a
Participant:

         a. For the period beginning August 3, 1998, through December 31, 1998,
a Participant may elect to diversify no more than ten percent (10%) of the value
of the Company Stock held in the Participant's Account and valued as of August
3, 1998.

         b. For Plan Years beginning on and after January 1, 1999, a Participant
may elect to diversify no more than twenty-five percent (25%) of the value of
the Company Stock held in the Participant's Account and valued as of the
immediately preceding December 31.


                                      35.
<PAGE>   44


                                   ARTICLE 7

                                    VESTING

         7.1 FULLY VESTED ACCOUNTS. A Participant shall at all times have a one
hundred percent (100%) nonforfeitable interest in his or her Employer Matching
Contributions Account, 401(k) Account, Qualified Nonelective Contributions
Account, Qualified Matching Contributions Account, and Rollover Account, as
applicable.

         7.2 VESTING OF THE DISCRETIONARY ACCOUNT

             (a) If a Participant's employment with the Employer is terminated
before his or her Normal Retirement Age for any reason other than Disability or
death, in addition to the amounts credited to the subaccounts identified in
Section 7.1, the Participant shall be entitled to an amount equal to the "vested
percentage" of his or her Discretionary Account. Such vested percentage shall be
determined based on the Participant's Years of Service for vesting purposes in
accordance with the following schedule:


<TABLE>
<CAPTION>
                                                                  VESTED
           YEARS OF SERVICE                                     PERCENTAGE


<S>                                                            <C>
           Less than 2                                            0%

           2 but less than 3                                     25%

           3 but less than 4                                     50%

           4 but less than 5                                     75%

           5 or more                                            100%
</TABLE>

             (b) In all events, a Participant's Discretionary Account shall be
fully vested upon attainment of his or her Normal Retirement Age or the
termination of his or her employment with the Employer by reason of Disability
or death.

             (c) For periods prior to August 3, 1998, vesting service for those
Participants who have Prior ESOP Accounts was calculated for such Prior ESOP
Accounts under the vesting schedule set forth in the ESOP. Effective on and
after August 3, 1998, the Prior ESOP Accounts of Participants who continue to be
employed by the Employer or and after such date shall be determined in
accordance with the vesting schedule set forth in Subsection (a) of this Section
7.2.

         7.3 CHANGE IN VESTING SCHEDULE.

             (a) If the vesting schedule set forth in Subsection 7.2(a) is
amended by the Company, for any Employee who is a Participant on the date the
amendment is adopted or the date the amendment is effective, whichever is later,
the vested percentage (determined as of such 




                                      36.
<PAGE>   45

date) of such Participant's Account shall not be less than the Participant's
vested percentage under the Plan without regard to such amendment.

             (b) Notwithstanding any other provision of the Plan to the
contrary, in the event that the vesting schedule set forth in Subsection 7.2(a)
is amended by the Company, any Participant with at least three (3) Years of
Service for vesting purposes at the time such amendment first becomes effective
shall be permitted to elect, within a reasonable period after the adoption of
such amendment, to have the vested and nonforfeitable portion of his or her
Accounts calculated without regard to such amendment. In the event that the use
of the vesting schedule prior to amendment would under all circumstances provide
a Participant with vested and nonforfeitable benefits in his or her Accounts
that are equal to or greater than the amount of such benefits after applying the
amended vesting schedule, the Participant shall be deemed to have elected the
use of the vesting schedule prior to amendment for purposes of calculating the
vested and nonforfeitable portion of his or her Accounts. The period during
which the election may be made shall commence with the date the amendment is
adopted and shall end on the latest of (i) sixty (60) days after the amendment
is adopted, (ii) sixty (60) days after the amendment becomes effective, or (iii)
sixty (60) days after the Participant is issued written notice of the amendment
by the Company.

             (c) Effective August 3, 1998, with respect to Participants who were
hired prior to August 3, 1998, the method of crediting service for vesting
purposes under the Plan was changed from the elapsed time method, as set forth
in Section 1.410(a)(7) of the Treasury Regulations, to the general (or the
"actual hours") method, as set forth in Section 2530.200b-2 of the Department of
Labor Regulations. For purposes of calculating vesting service, each Participant
shall be treated in the manner set forth in Section 1.410(a)(7)(f)(a) of the
Treasury Regulations, which are incorporated herein by reference. With respect
to Employees who are hired on or after August 3, 1998, and who become
Participants in the Plan, vesting service shall be credited by use of the
general method.

         7.4 FORFEITURES.

             (a) Any remainder of a terminated Participant's Discretionary
Account or Prior ESOP Account, if any, that is not vested in accordance with the
foregoing vesting schedule shall be retained in such Account and forfeited at
the earlier of the following dates: (i) if the Participant receives a complete
distribution out of the Participant's Account, the date of such distribution, or
(ii) if the Participant does not receive a distribution out of the Participant's
Account, the date on which the Participant incurs a Five Year Break in Service.
A Participant who has no vested interest in his or her Account at the time of
his or her termination of employment shall be deemed to have received a complete
cash-out distribution of his or her benefits under the Plan as of the date of
his or her termination of employment and unvested amounts held in such
Participant's Account shall be treated as a Forfeiture as of the date of such
Participant's termination of employment.

             (b) Amounts forfeited under Subsection 7.4(a) shall be applied
first to restore the Account balances of any Participants entitled to such
restoration under Subsection (c) below. Remaining Forfeiture amounts, if any,
shall then be used to reduce any subsequent Employer





                                      37.
<PAGE>   46

Contributions and shall be allocated to the Employer Contributions Accounts of
Participants in accordance with the provisions of Section 4.3.

             (c) If a previously terminated Participant has received a
distribution from his or her Discretionary Account or Prior ESOP Account and the
nonvested portion of his or her Account has been forfeited pursuant to
Subsection 7.4(a), and if such Participant is reemployed by the Employer prior
to incurring a Five Year Break in Service, an amount equal to the value of the
forfeited portion of the Participant's Discretionary Account or Prior ESOP
Account shall be restored to his or her Account if the Participant repays the
full amount distributed to him or her before the earlier of (i) five (5) years
after the first day the Participant is subsequently reemployed by the Employer,
or (ii) the close of the first Five Year Break in Service commencing after the
distribution. In the event the former Participant does repay the full amount
distributed to him or her, an amount equal to the value of the forfeited portion
of the Participant's Discretionary Account or Prior ESOP Account shall be
restored to his or her Account in full, without adjustment for any gains or
losses occurring subsequent to the time of the prior forfeiture. Such
restoration shall be made out of then available Forfeitures of the nonvested
portions of the Account of other Participants in accordance with Subsection
7.4(b), if any, or by a special contribution from the Employer to the extent
that Forfeitures then available are insufficient.

             (d) Notwithstanding Subsection (b), forfeitures of Company Stock
shall be applied only toward Employer Contributions, Qualified Nonelective
Contributions, or Qualified Matching Contributions otherwise payable in the form
of Company Stock as provided in Section 4.3; provided that, from time to time,
the Company may direct the Trustee to sell all or a portion of the Company Stock
held by the Plan as Forfeitures, in which case the cash proceeds of sale shall
be applied in accordance with Subsection (b) as soon as administratively
feasible.

     7.5     VESTING ON REEMPLOYMENT.

             (a) Except as provided in Subsection (d) of this Section 7.5, if a
Participant or former Participant is reemployed after a Break in Service
(including a Five Year Break in Service), he or she shall receive credit for any
Years of Service completed prior to his or her date of reemployment for the
purpose of computing his or her vested percentage after his or her date of
reemployment in his or her Discretionary Account and Prior ESOP Account balance
related to his or her employment after his or her Break in Service.

             (b) If a Participant or former Participant is reemployed after a
Break in Service but before incurring a Five Year Break in Service, that
Participant's employment before his or her Break in Service shall be taken into
account, together with his or her employment after his or her Break in Service,
for purposes of computing his or her vested percentage in his or her
Discretionary Account or Prior ESOP Account balance with respect to his or her
participation before such Break in Service.

             (c) If a Participant or former Participant is reemployed after
incurring a Five Year Break in Service, no amounts shall be reinstated to his or
her Discretionary Account or Prior ESOP Account under Section 7.4(c) and no
Years of Service after such Five Year Break in Service shall be taken into
account in determining the vested percentage in his or her 




                                      38.
<PAGE>   47

Discretionary or Prior ESOP Account balance accrued before such Five Year Break
in Service. The undistributed vested amount of a Participant's Discretionary
Account or Prior ESOP Account, if any, which accrued prior to the Participant's
Five Year Break in Service shall be held as a separate Discretionary Account or
Prior ESOP Account. Such separate subaccount shall be fully vested and shall
share in allocation of gain or loss pursuant to Section 5.2 but shall not share
in allocations pursuant to Article 4.

             (d) If a Participant or former Participant who had no vested
interest in his or her Discretionary Account or Prior ESOP Accounts at the time
of his or her termination of employment is reemployed by the Employer after a
series of consecutive one year Breaks in Service, the Participant's Years of
Service before such Break in Service shall be disregarded for vesting purposes
if the number of consecutive one-year Breaks in Service equals or exceeds the
greater of five (5) or the aggregate number of Years of Service completed before
such Break in Service.



                                      39.
<PAGE>   48


                                   ARTICLE 8

                               PLAN DISTRIBUTIONS

         8.1 EVENTS PERMITTING DISTRIBUTION. Except as otherwise provided in
Section 16.3, distribution of the balance credited to a Participant's Account
may be made only under the following circumstances:

             (a) Upon termination of the Participant's employment for any
reason;

             (b) In cases of in-service withdrawals to the extent permitted in
Article 9;

             (c) Upon termination of the Plan, if the Employer does not maintain
a successor defined contribution plan (other than an employee stock ownership
plan as defined in Section 4975(e) or 409 of the Code or a simplified employee
pension plan as defined in Section 408(k) of the Code) and the Participant's
distribution is made in the form of a lump sum;

             (d) Upon the sale, to an entity that is not an Affiliate, of
substantially all of the assets used by the Employer in a trade or business in
which the Participant is employed, if the Participant's distribution is made in
the form of a lump sum, the Employer continues to maintain the Plan following
such sale, and the Participant continues employment with the purchaser of such
assets; or

             (e) Upon the sale, to an entity that is not an Affiliate, of the
interest of the Employer or an Affiliate in a subsidiary in which the
Participant is employed, if the Participant's distribution is made in the form
of a lump sum, the Employer continues to maintain the Plan following such sale,
and the Participant continues employment with such subsidiary.

         8.2 APPLICABLE DISTRIBUTION AND WITHDRAWAL PROVISIONS. A Participant
who is an Employee may not receive any distributions from the Plan prior to his
or her termination of employment or the termination of the Plan except (i) to
the extent permitted under Article 9 as a withdrawal or (ii) as required under
Section 8.5 (relating to the latest time for distributions). Following a
Participant's termination of employment, distribution of his or her benefit
shall be made as provided below in this Article 8.

         8.3 TIME OF DISTRIBUTION TO PARTICIPANT.

             (a) Except as provided in Sections 8.4, 8.5, and 8.6, and unless a
Participant elects otherwise, the distribution of a Participant's benefit under
Section 8.7 shall occur or commence not later than sixty (60) days after the
close of the Plan Year in which occurs the later of (i) the Participant's
attainment of his or her Normal Retirement Age, (ii) the tenth (10th)
anniversary of the year in which the Participant commenced participation in the
Plan, or (iii) the Participant's termination of employment.

             (b) If the value of a Participant's entire vested benefit exceeds
$5,000, no distribution to such Participant shall occur or commence before the
Participant has attained the later of Normal Retirement Age or age sixty-two
(62), unless an earlier distribution is elected by the Participant in accordance
with Subsection (c) below. For this purpose, solely for periods




                                      40.
<PAGE>   49

beginning before January 1, 1999, if the Participant's vested benefit at the
time of any distribution exceeded $5,000, the value of his or her vested benefit
at all times thereafter will be deemed to exceed $5,000. For periods beginning
on and after January 1, 1999, the $5,000 value shall be determined as of the
time of distribution. For Plan Years beginning prior to January 1, 1998, $3,500
shall be substituted for $5,000 in this Section 8.3(b).

             (c) The Company shall provide a Participant with the notices
required by Section 402(f) of the Code and Treasury Regulation Section
1.411(a)-11(c) no less than thirty (30) days and no more than ninety (90) days
before receipt or commencement of the distribution. A Participant may elect to
receive or commence receipt of his or her benefit at any reasonable time after
termination of employment. Such an election must be made in writing not more
than ninety (90) days and not less than thirty (30) days before the date
requested by the Participant for the distribution to occur or commence. Such
distribution may be made or commence less than thirty (30) days after the notice
required under Treasury Regulation Section 1.411(a)-11(c) is given, provided
that:

                  (1) The Company clearly informs the Participant that the
Participant has a right to a period of at least thirty (30) days after receiving
the notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and

                  (2) The Participant, after receiving the notice, affirmatively
elects a distribution.

             (d) A Participant who has attained age 70 1/2 may request a
distribution at any time, regardless of whether the Participant continues to be
employed by the Employer after the date the Participant attains age 701/2.

         8.4 TIME OF DISTRIBUTION OF DEATH BENEFITS. The distribution of a
Participant's death benefit under Section 8.8 that is payable to a Participant's
Beneficiary other than his or her surviving spouse shall occur or commence
within a reasonable time after the Participant's death. If the Beneficiary to
whom the benefit is payable under Section 8.8 is the Participant's surviving
spouse, the surviving spouse may elect to receive or commence receipt of the
Participant's death benefit at any reasonable time after the Participant's
death. Such an election must be made in writing not more than ninety (90) days
before the date requested by the spouse for the distribution to occur or
commence.

         8.5 LATEST TIME OF DISTRIBUTION. Notwithstanding any other provision of
this Plan, the distribution of a Participant's benefit shall occur or commence
under this Article 8 no later than the Participant's Required Beginning Date,
whether or not the Participant's employment has terminated. Notwithstanding the
foregoing sentence, the distribution of a Participant's benefit may be made
pursuant to Section 242(b) of the Tax Equity and Fiscal Responsibility Act of
1982, even if such distribution would otherwise fail to satisfy the requirements
of this Section 8.5 or any other provision of the Plan. If the Participant
continues to participate in the Plan after his or her Required Beginning Date,
distribution of any additional Plan benefit with respect to which distribution
had not occurred or commenced as of the Required Beginning Date shall





                                      41.
<PAGE>   50

occur or commence under Section 8.7 during each calendar year following a
calendar year in which such an additional benefit is accrued.

         8.6 SMALL BENEFITS: IMMEDIATE PAYMENT. Notwithstanding any other
provision of this Article 8, if the value of a Participant's entire vested
benefit is $5,000 or less, then the benefit shall be paid to such Participant
(or, in the case of his or her death, to the Beneficiary) in a single lump sum
in the form permitted under Section 8.7 as soon as practical following the
Participant's termination of employment (unless an earlier distribution is
required by Section 8.5). For this purpose, solely for periods beginning before
January 1, 1999, if the Participant's vested benefit at the time of any
distribution exceeded $5,000, the value of his or her vested benefit at all
times thereafter will be deemed to exceed $5,000. For periods beginning on and
after January 1, 1999, the $5,000 value shall be determined as of the time of
distribution. For Plan Years beginning prior to January 1, 1998, $3,500 shall be
substituted for $5,000 in this Section 8.6.

         8.7 FORM OF DISTRIBUTION TO PARTICIPANT. A Participant's benefit shall
be distributed in a lump sum in cash, provided that a Participant shall receive
any shares of Company Stock held by the Plan and valued as of the date of
distribution in kind. The Company may require, as a condition to a Participant's
receipt of shares of Company Stock from the Plan, that the Participant make such
investment representations and warranties as reasonably may be necessary or
appropriate to ensure compliance with applicable securities laws and the Company
be permitted to repurchase any fractional share of Company Stock in a
Participant's Account, with cash being distributed to the Participant in lieu of
such fractional share.

         8.8 DISTRIBUTION OF DEATH BENEFIT. If a Participant dies before
receiving his or her entire benefit, such Participant's Beneficiary shall be
entitled to receive such benefit (or the undistributed portion thereof) after
filing the prescribed claim form with the Company. Subject to the provisions of
Sections 8.6 and 8.10, the Beneficiary's distribution shall be made as follows:

             (a) This Subsection 8.8(a) shall apply only in the event that a
Participant elected to receive his or her benefit in installments under Section
8.7 and then dies after the installment payments have commenced but before such
payments are completed. Subject to the requirements of Subsection 8.10(c), the
remaining installments of such Participant's benefit ordinarily shall be paid to
his or her Beneficiary in accordance with the predetermined distribution
schedule originally established for him or her by the Company. However, a
Beneficiary may make a written request, subject to the Company's consent, to
accelerate the distribution of any or all unpaid installments to which such
Beneficiary is entitled.

             (b) This Subsection 8.8(b) shall apply in the event that a
Participant dies before his or her benefit is distributed and Subsection (a)
above does not apply. A Beneficiary may receive the Participant's benefit in any
of the forms of distribution set forth in Section 8.7 as he or she elects. If a
Beneficiary does not elect a form of distribution, the Participant's benefit
shall be paid to his or her Beneficiary in the form of a single lump sum in the
form permitted under Section 8.7 and the distribution shall be made as soon as
reasonably practical after the Participant's death. However, in no event shall
the lump sum distribution be made later than five (5) years after the
Participant's death.



                                      42.
<PAGE>   51


         8.9 BENEFICIARY DESIGNATION; SPOUSAL CONSENT RIGHTS.

             (a) A Participant's Beneficiary shall be the person(s) so
designated by such Participant. If the Participant has not made an effective
designation of a Beneficiary or if the designated Beneficiary is not living when
a distribution is to be made, then (i) the surviving spouse of the deceased
Participant shall be the Beneficiary, if then living, or (ii) if none, the then
living children of the deceased Participant shall be the Beneficiaries in equal
shares, or (iii) if none, the then living parents of the deceased Participant
shall be the Beneficiaries in equal shares, or (iv) if none, the then living
brothers and/or sisters of the deceased Participant shall be the Beneficiaries
in equal shares, or (v) if none, the estate of the Participant shall be the
Beneficiary. The Participant may change his or her designation of a Beneficiary
from time to time. Any designation of a Beneficiary (or an amendment or
revocation thereof) shall be effective only if it is made in writing on the
prescribed form and is received by the Company prior to the Participant's death.

             (b) The designation by a married Participant of a primary
Beneficiary other than his or her surviving spouse shall not be valid unless
such designation (i) includes the written consent of the surviving spouse that
acknowledges the effect of such designation and is witnessed by either a Plan
representative or a notary public, and (ii) names a specific Beneficiary that
may not be changed without further spousal consent (unless the consent or a
prior consent expressly permits designations by the Participant without any
requirement of further consent by the spouse). Such consent shall be effective
only as to the spouse who signs the consent and, once given, may not be revoked
by such spouse. Notwithstanding the foregoing, such spousal consent shall not be
required if it is established to the satisfaction of a Plan representative that
the required consent cannot be obtained because there is no spouse, because the
Participant is legally separated from or has been abandoned by the spouse (and
the Participant has a court order to that effect), because the spouse cannot be
located, or because of other circumstances that are deemed acceptable under
applicable Treasury Regulations. If a Participant's spouse is legally
incompetent to give consent, the spouse's legal guardian may do so, even if such
guardian is the Participant. A designation of Beneficiary made by a Participant
and consented to by his or her spouse may be revoked by the Participant in
writing without the consent of the spouse at any time prior to the time his or
her benefit is distributed or commences. Any new election must comply with the
requirements of this Subsection 8.9(b).

             (c) The Company may require such proof of death and such evidence
of the right of any person to receive payment under Section 8.8 as the Company
may deem advisable. The Company's determination of the right under this Section
8.9 of any person to receive payment shall be final and conclusive upon all
persons.

         8.10 MINIMUM REQUIRED DISTRIBUTIONS; INCORPORATION OF REGULATIONS.

             (a) All distributions under the Plan shall comply with Section
401(a)(9) of the Code and the regulations promulgated thereunder, including
Treasury Regulations Section 1.401(a)(9)-2, and the provisions of the Plan
reflecting Section 401(a)(9) of the Code (including Section 8.5 and this Section
8.10) shall override any other provisions of the Plan that are inconsistent
therewith.



                                      43.
<PAGE>   52
 

             (b) All distributions shall be payable in accordance with Treasury
regulations over the life of the Participant (or the lives of the Participant
and his or her designated Beneficiary) or over a period not extending beyond the
life expectancy of the Participant (or the joint life and last survivor
expectancy of the Participant and his or her designated Beneficiary). The
present value of the payments to be made to the Participant during the
Participant's life expectancy shall be no less than is required under the
"incidental death benefit" rule of Section 401(a)(9)(G) of the Code and the
regulations thereunder. Life expectancies shall be recalculated annually, unless
the Participant (or, in the case of his or her death, the Participant's spouse)
irrevocably elects otherwise.

             (c) Notwithstanding anything in the Plan to the contrary, if a
Participant dies before the distribution of his or her benefits has been made or
commenced, the Participant's entire benefit shall be distributed by December 31
of the calendar year containing the fifth (5th) anniversary of the date of his
or her death; provided that any portion of the benefit which is payable to a
designated Beneficiary may be distributed (i) over the life of (or over a period
not extending beyond the life expectancy of) such Beneficiary and (ii) beginning
not later than one year after the date of the Participant's death or, if such
Beneficiary is the Participant's surviving spouse, beginning not later than the
date on which the Participant would have attained age 70 1/2. If the spouse dies
before distributions begin, the spouse shall be treated as the Participant for
purposes of these provisions.

             (d) Notwithstanding anything in the Plan to the contrary, if a
Participant dies after distribution of his or her benefits has commenced, the
remaining portion of the benefit will be distributed at least as rapidly as
under the method of distribution in effect at the date of such Participant's
death.

             (e) For purposes of Subsections (c) and (d) above, distribution of
a Participant's benefits are treated as having commenced on the Participant's
Required Beginning Date, even though payments may actually have been made before
that date.

             (f) For purposes of this Section 8.10 and to the extent permitted
by law, any amount paid to a Participant's child shall be treated as if it had
been paid to the Participant's surviving spouse if such amount will become
payable to the surviving spouse upon such child reaching the age of majority (or
other designated event permitted by law).

         8.11 DIRECT ROLLOVER.

             (a) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this Section 8.11, a
distributee may elect, at the time and in the manner prescribed by the Company
and in accordance with the regulations promulgated under Section 402(c) of the
Code, to have any portion of an eligible rollover distribution paid directly to
an eligible retirement plan specified by the distributee in a direct rollover.

             (b) For purposes of this Section 8.11 and Section 8.12:

                  (1) "Eligible retirement plan" means an individual retirement
account described in Section 408(a) of the Code, an individual retirement
annuity (other than an




                                      44.
<PAGE>   53

endowment contract) described in Section 408(b) of the Code, a qualified trust
described in Section 401(a) of the Code, or an annuity plan described in Section
403(a) of the Code, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an individual retirement
account or an individual retirement annuity.

                  (2) "Eligible rollover distribution" means any distribution,
in a form permitted under Section 8.7 of the Plan, of all or any portion of the
balance to the credit of the distributee, except that the following
distributions shall not be eligible rollover distributions: (i) any distribution
that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a specified period of ten
(10) years or more, (ii) any distribution required under Section 8.5, (iii) the
portion of any distribution that is not includable in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities), and for distributions made after December 31, 1998, a
Hardship withdrawal.

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

                  (4) "Direct rollover" means a payment by the Plan to the
eligible retirement plan specified by the distributee.

         8.12 WITHHOLDING ON DISTRIBUTIONS. Distributions under this Plan shall
be subject to Federal income tax withholding to the extent prescribed by Section
3405 of the Code. In accordance with Section 3405(c) of the Code and the
regulations thereunder, if a Participant elects to receive a distribution of any
portion of an eligible rollover distribution rather than have such distribution
transferred directly to an eligible retirement plan in accordance with Section
8.11 the Company shall withhold or cause to be withheld from such distribution
an amount equal to twenty percent (20%) of such distribution.

         8.13 DEFERRED DISTRIBUTION. The Accounts of Participants who have
terminated employment and have not yet received the entire value of their vested
Plan benefit may be charged with their proportionate shares of the
administrative expenses of the relevant Investment Funds and with their shares
of any per Participant fees charged by a third party administrator.

         8.14 DETERMINATION OF ACCOUNT BALANCE. Whenever a Participant or his or
her Beneficiary is entitled to receive a distribution of the entire amount or a
percentage of his or her Account balance, the amount of such Account balance
shall be determined as of the Valuation Date immediately preceding the date of
distribution, as adjusted for contributions and withdrawals made after such
Valuation Date.

         8.15 REEMPLOYMENT OF PARTICIPANTS RECEIVING PAYMENTS. In the event that
a Participant who is receiving installment payments under this Article 8, which
are payable as a




                                      45.
<PAGE>   54

result of the Participant attaining Normal Retirement Age or the Participant's
Disability, is reemployed by the Employer, such Participant shall continue to
receive payments from his or her Account in accordance with the method of
payment in effect prior to his or her reemployment unless such method is
changed. Payments shall be drawn from his or her entire Account, including any
contributions allocated to his or her Account after his or her reemployment.

     8.16 NO LIABILITY. Any payment to any Participant, or to his or her legal
representative or Beneficiary, in accordance with the provisions of the Plan,
shall to the extent thereof be in full satisfaction of all claims for benefits
hereunder against the fiduciaries of the Plan, including the Employer and the
Trustee, any of whom may require such Participant, legal representative or
Beneficiary, as a condition precedent to such payment, to execute a receipt
therefor in such form as shall be determined by the fiduciary requesting such
receipt. The Employer does not guarantee the Plan, the Participants, former
Participants or their legal representatives or Beneficiaries against loss of or
depreciation in value of any right or benefit that any of them may acquire under
the terms of the Plan. All of the benefits payable hereunder shall be paid or
provided for solely from the Trust, and the Employer does not assume any
liability or responsibility therefor.


                                      46.
<PAGE>   55

                                   ARTICLE 9

                           WITHDRAWALS WHILE EMPLOYED

         9.1 WITHDRAWALS FROM ROLLOVER ACCOUNT. A Participant who has made a
Rollover Contribution and who is an Employee may make a withdrawal from his or
her Rollover Account at any time. The amount that may be withdrawn under this
Section 9.1 shall not exceed the balance credited to the Participant's Rollover
Account. Notwithstanding the foregoing provisions of this Section 9.1, to the
extent required by applicable rules or regulations in order to maintain the
qualification of the Plan or a plan from which assets are transferred to the
Plan, the withdrawal of any portion of a Participant's Rollover Account that is
attributable to a plan-to-plan transfer to the Plan from another qualified plan
shall be subject to any additional limitation imposed on the amounts so
transferred by the transferor plan immediately prior to such transfer.

         9.2 WITHDRAWALS FROM 401(K) ACCOUNT. A Participant who has withdrawn
all amounts permitted to be withdrawn from his or her Rollover Account, if any,
pursuant to Section 9.1, and who is an Employee may make a withdrawal from his
or her 401(k) Account if:

             (a) He or she has attained age fifty-nine and one-half (59 1/2) or

             (b) Subject to the restrictions of Section 9.5, he or she is
eligible for a Hardship withdrawal.

         9.3 NO WITHDRAWALS FROM EMPLOYER CONTRIBUTIONS ACCOUNT, AND
DISCRETIONARY ACCOUNT AND PRIOR ESOP ACCOUNT. A Participant may not make a
withdrawal from his or her Employer Contributions Account, Discretionary Account
or Prior ESOP Account

         9.4 COMPANY CONSENT. The Company, in its sole discretion, may withhold
its consent to any withdrawal under this Article 9, and the Company may consent
only to the withdrawal of a part of the amount requested by the Participant. The
Company shall act upon requests for withdrawals in a uniform and
nondiscriminatory manner, based on written, objective criteria and consistent
with the requirements of Section 401(a), Section 401(k), Section 401(m) and
related provisions of the Code.

         9.5 HARDSHIP WITHDRAWAL RULES.

             (a) A Hardship withdrawal must be made on account of an immediate
and heavy financial need of the Participant arising solely from one or more of
the following:

                  (1) Costs directly related to the construction or purchase
(excluding mortgage payments) of the Participant's principal residence;

                  (2) Expenses for medical care described in Section 213(d) of
the Code which (i) were previously incurred by the Participant or the
Participant's spouse or dependent (as defined in Section 152 of the Code) or
(ii) are necessary for such persons to obtain such medical care;


                                      47.
<PAGE>   56


                  (3) Payment of tuition and related educational fees for the
next twelve (12) months of post-secondary education for the Participant or his
or her spouse, child or dependent (as defined in Section 152 of the Code);

                  (4) Payment of amounts necessary to prevent the eviction of
the Participant from his or her principal residence or the foreclosure of the
mortgage on the Participant's principal residence; or

                  (5) Any other financial need that has been identified as a
deemed immediate and heavy financial need in a ruling of general applicability
issued under the authority of the Commissioner of the Internal Revenue Service.

             (b)  A Hardship withdrawal must be necessary to satisfy an
immediate and heavy financial need of the Participant. In order to qualify for a
Hardship withdrawal:

                  (1) The amount of the Hardship withdrawal must not exceed the
amount of the immediate and heavy financial need of the Participant. The amount
of the 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 of the Hardship withdrawal.

                  (2) The Participant must have obtained all distributions,
other than Hardship withdrawals, and all nontaxable loans currently available
under all plans maintained by the Employer, unless obtaining such loan would
increase the Participant's Hardship.

                  (3) Upon receipt of a Hardship withdrawal, the Participant
shall be suspended from making 401(k) Contributions to the Plan or elective
contributions to any other plan maintained by the Employer or an Affiliate
(including qualified and nonqualified plans, but excluding health or welfare
benefit plans) for twelve (12) months following the receipt of the Hardship
withdrawal.

                  (4) Upon receipt of a Hardship withdrawal, the Participant may
not make 401(k) Contributions to the Plan or elective contributions to any other
plan maintained by the Employer or an Affiliate for the Participant's taxable
year immediately following the year of the Hardship withdrawal in excess of the
applicable limit under Section 402(g) of the Code for such following year, less
the amount of such Participant's 401(k) Contributions to the Plan and elective
contributions to any other plan maintained by the Employer or an Affiliate for
the year of the Hardship withdrawal.

             (c) The Company's determination of an immediate and heavy financial
need of the Participant, the amount required to satisfy such need and the
Participant's lack of other resources reasonably available to meet such need
shall be made in a uniform and nondiscriminatory manner with respect to all
Participants.

             (d) Notwithstanding any other provision of this Article 9, a
Participant shall not be permitted to make a Hardship withdrawal of any
Qualified Nonelective Contributions or Qualified Matching Contributions or of
any earnings on such contributions credited to his or her Account.


                                      48.
<PAGE>   57


             (e) Hardship withdrawals from a Participant's 401(k) Account under
this Article 9 shall be limited to an amount equal to the Participant's total
401(k) Contributions under the Plan, determined as of the date of the
withdrawal, reduced by the amount of any previous Hardship withdrawals.

             (f) In order to qualify for a Hardship withdrawal, the Participant
must submit a properly completed withdrawal request form in accordance with
procedures established by the Company.

         9.6 FREQUENCY AND SOURCE OF WITHDRAWALS. There shall be no limit on how
often a Participant shall be permitted to make a withdrawal under this Article
9. Withdrawals shall be paid from the affected Account and subaccounts. If more
than one Investment Fund is available to pay the withdrawal, the withdrawal
shall be made pro rata from each Investment Fund; provided, however, that a
Hardship withdrawal shall be made only after the maximum amount available
without demonstrating a Hardship has been withdrawn.

         9.7 PAYMENT OF WITHDRAWALS. A Participant may request a withdrawal by
filing the prescribed withdrawal request form with the Company. A withdrawal
shall be paid as soon as reasonably practical after the date on which the
Company receives the prescribed withdrawal form (subject to the Company's
consent). Withdrawals shall be paid only in a single lump sum payment in cash.

         9.8 VALUATION DATE. For purposes of this Article 9, the value of a
Participant's Account and, where applicable, the vested percentage of any
subaccounts shall be determined as of the Valuation Date preceding the date of
distribution of the withdrawal amount, as adjusted for contributions and
distributions made after such Valuation Date and for outstanding loans.

         9.9 SPECIAL WITHDRAWAL RIGHTS. Notwithstanding the forgoing, effective
as of the date ESOP accounts are transferred into this Plan, each Qualified
Participant may elect a distribution of the portion of his or her Eligible
Accrued Benefit covered by the election. The Trustee will make the distribution
within ninety (90) days after the last day of the period during which the
Qualified Participant may make the election. The Qualified Participant must make
his direction to the Trustee in writing and the direction may be effective no
later than one hundred and eighty (180) days after the close of the Plan Year to
which the direction applies.

         For purposes of this Section 9.9, the following definitions apply:

             (a) "ELIGIBLE ACCRUED BENEFIT" shall mean, during the Qualified
Participant's Qualified Election Period, twenty-five percent (25%) of the value
of the Qualified Participant's Prior ESOP Account that was transferred to this
Plan from the ESOP. For the last Plan Year in the Qualified Participant's
Qualified Election Period, the Trustee will substitute fifty percent (50%) for
twenty-five percent (25%) in the immediately preceding sentence.

             (b) "QUALIFIED PARTICIPANT" means a Participant who has attained
age 55 and who has completed at least 10 years of participation in the ESOP. A
"year of participation" means a Plan Year in which the Participant was eligible
for an allocation of Employer contributions, irrespective of whether the
Employer actually contributed to the Plan for the Plan Year.


                                      49.
<PAGE>   58


             (c) "QUALIFIED ELECTION PERIOD" means the six (6) Plan Year period
beginning with the Plan Year in which the Participant first becomes a Qualified
Participant.


                                      50.
<PAGE>   59

                                   ARTICLE 10

                               LOANS FROM THE PLAN

         10.1 ELIGIBILITY FOR LOANS. Upon written approval of the Company, a
Participant who is an Employee may obtain a cash loan from the Plan as provided
in this Article 10. Notwithstanding the foregoing, to the extent required under
applicable Department of Labor regulations, a Participant who is not an Employee
but otherwise is a "party in interest" (within the meaning of Section 3(14) of
ERISA) also shall be eligible to receive a loan under the terms of this Article
10.

         10.2 AMOUNT OF LOANS.

             (a) The minimum amount of a Participant's loan shall be $1,000.

             (b) The maximum amount of a loan shall be the lesser of (i) 50% of
the Participant's Account balance, (ii) the amount determined under Section 10.3
or (iii) the sum of the Participant's 401(k) Deferrals, Matching Contributions
and Rollover Contributions.

             (c) For purposes of this Section 10.2, a Participant's vested
Account balance shall be determined as of the Valuation Date preceding the date
of the loan, as adjusted for any distributions or contributions made after such
Valuation Date.

             (d) Company Stock held for the benefit of a Participant, if any,
shall not be the source of a loan under the Plan, however, in determining a
Participant's Vested Account balance for purposes of this Article 10, the value
of the Participant's Company Stock shall be taken into account.

         10.3 AGGREGATE LOAN LIMITATION. No loan shall be granted under the Plan
if it would cause the aggregate balance of all loans that a Participant
thereafter has outstanding under this Plan or under any other qualified plan
maintained by the Employer or any Affiliate to exceed the lesser of:

             (a) $50,000, less the amount by which such aggregate balance has
been reduced through repayments during the period of twelve (12) months ending
on the day before such loan is made; or

             (b) The greater of (i) $10,000 or (ii) 50% of the vested portion of
all accounts of the Participant under this Plan or under any other qualified
plan maintained by the Employer or any Affiliate.

         10.4 LOAN REQUIREMENTS. Loans to Participants shall be made on such
terms and conditions as the Company may determine in its sole discretion,
provided that loans shall:

             (a) Be available to all Participants on a reasonably equivalent
basis;


                                      51.
<PAGE>   60


             (b) Other than by operation of the limitations contained in Section
10.2, not be made available to Highly Compensated Employees in an amount greater
than the amount made available to other Employees;

             (c) Bear a reasonable rate of interest;

             (d) Provide for level amortization over its term with payments at
quarterly or more frequent intervals, as determined by the Company;

             (e) Provide for repayment in full on or before the earlier of (i)
the date when the Participant ceases to be an Employee, or a reasonable time
thereafter, or (ii) the date five (5) years after the loan is made (or the date
ten (10) years after the loan is made if the loan is used to acquire a dwelling
unit that, within a reasonable period of time, is to be used as the principal
residence of the Participant); and

             (f) Be adequately secured.

             (g) Effective for periods prior to August 3, 1998, loans are
available for hardship purposes only.

             (h) The Employer may limit the type and number of loans from the
Plan to a Participant. Such limitations shall be specified on the Loan
Provisions and the Loan Procedures.

         10.5 LOAN PROVISIONS AND LOAN PROCEDURES. The terms and conditions of
any loans made from the Plan shall be set forth in the "Loan Procedures" that
shall be adopted by the Company as a part of the Plan, and which hereby are
incorporated in this Plan by reference. Such Loan Procedures may be amended from
time to time by the Company, and shall provide, among other things:

             (a) The identity of the person or positions authorized to
administer the loan program established pursuant to this Article 10;

             (b) The procedure for applying for loans;

             (c) The basis on which loans will be approved or denied;

             (d) Limitations (if any) on the types and amount of loans that are
available under the Plan;

             (e) The procedure for determining a reasonable rate of interest
that will be charged on loans;

             (f) The types of collateral that may secure a Participant's loan;
and

             (g) The events constituting default and the steps that will be
taken to preserve Plan assets in the event of such default.


                                      52.
<PAGE>   61


         10.6 SEGREGATED INVESTMENT. A loan to a Participant under this Article
10 shall be a segregated investment of the Account and applicable subaccount of
such Participant made at the Participant's direction. Principal and interest
payments on a Participant's loan shall be allocated to such Participant's
Account. Any loss caused by nonpayment or other default on a Participant's loan
obligations shall be borne solely by such Participant's Account, and neither the
Employer, the Trustee, nor any employee of any of the foregoing, shall be liable
for any such loss.

         10.7 USERRA COMPLIANCE. Loan repayments will be suspended under this
Plan as permitted under Section 414(u)(4) of the Code.



                                      53.
<PAGE>   62


                                   ARTICLE 11

                            FUNDING POLICY AND METHOD

         11.1 CONTRIBUTIONS. The Company shall cause the participating Employers
to make Discretionary Contributions, Employer Matching Contributions, Qualified
Nonelective Contributions, and Qualified Matching Contributions to the Plan, as
provided in Article 4. The Company shall also make arrangements for the
collection of 401(k) Contributions and Rollover Contributions, as provided in
Article 4.

         11.2 EXPENSES OF THE PLAN. All costs and expenses of the Plan shall be
paid out of the Trust, to the extent such costs and expenses are not paid by the
participating Employers.

         11.3 INDEPENDENT ACCOUNTANT. The Company shall engage an independent
qualified public accountant to conduct such examination and to express such
opinion as may be required by Section 103(a)(3) of ERISA, if any. The Company
may remove and discharge the person so engaged, but in such event the Company
shall engage a successor independent qualified public accountant to perform such
examination and to express such opinion, if required.


                                      54.
<PAGE>   63

                                   ARTICLE 12

               FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION

         12.1 PLAN SPONSOR AND PLAN ADMINISTRATOR. The Company is the "plan
sponsor" and the "plan administrator" of the Plan, as such terms are used in
ERISA and the Code.

         12.2 ADMINISTRATIVE RESPONSIBILITIES. The Company shall be the named
fiduciary that has the authority to control and manage the operation and
administration of the Plan in the Company's sole discretion subject to the terms
of the Plan. The Company shall make such rules, interpretations and computations
and take such other actions to administer the Plan as the Company may deem
appropriate in its sole discretion. The rules, interpretations, computations and
other actions of the Company shall be binding and conclusive on all persons. In
administering the Plan, the Company shall act in a nondiscriminatory manner to
the extent required by Section 401(a) and related provisions of the Code and
shall at all times discharge its duties with respect to the Plan in accordance
with the standards set forth in Section 404(a)(1) of ERISA.

         12.3 MANAGEMENT OF PLAN ASSETS. The Company shall be a named fiduciary
with respect to control and management of the assets of the Plan, but only to
the extent that it shall have the authority (i) to appoint one or more Trustees
to hold the assets of the Plan and to enter into an agreement with each Trustee
it appoints, (ii) to select Investment Funds in which Plan assets may be
invested, (iii) to appoint one or more Investment Managers for any assets of the
Plan and to enter into an investment management agreement with each Investment
Manager it appoints, (iv) to direct the investment of any Plan assets not
assigned to an Investment Manager or not invested in one or more Investment
Funds at the direction of Participants in accordance with Article 6, (v) to
remove any Trustee or Investment Manager it appointed and (vi) to direct the
Trustee to enter into a custodial agreement with a bank or trust company
pursuant to which such bank or trust company is to have custody of Plan assets
as an agent of the Trust. Each Investment Manager so appointed shall acknowledge
in writing that it is a fiduciary with respect to the Plan.

         12.4 TRUSTEE AND INVESTMENT MANAGERS. The Trustee shall have the
exclusive authority and discretion to control and manage the Plan assets held by
it, except to the extent that (i) the Company directs how such assets shall be
invested, (ii) the Company allocates the authority to manage such assets to one
or more Investment Managers, (iii) the Plan prescribes how such assets shall be
invested or (iv) Participants are permitted to direct the investment of their
Accounts pursuant to Article 6. Each Investment Manager appointed under Section
12.3 shall have the exclusive authority to manage, including the power to
acquire and dispose of, the Plan assets assigned to it by the Company except to
the extent that the Plan prescribes how such assets shall be invested (including
at the direction of Participants in accordance with Article 6). The Trustee and
any Investment Manager shall be solely responsible for diversifying the
investments, in accordance with Section 404(a)(1)(C) of ERISA, of the Plan
assets assigned to them by the Company, except to the extent that the Company
directs or the Plan prescribes how such assets shall be invested (including at
the direction of Participants in accordance with Article 6).



                                      55.
<PAGE>   64

         12.5 SELECTION OF SERVICE PROVIDERS AND DELEGATION OF FIDUCIARY
RESPONSIBILITIES. The Company may engage such attorneys, actuaries, accountants,
consultants or other persons to render advice or to perform services with regard
to any of its responsibilities under the Plan as it shall determine to be
necessary or appropriate. The Company may designate by written instrument
(signed by both parties) one or more actuaries, accountants or consultants as
fiduciaries to carry out, where appropriate, fiduciary responsibilities of the
Company. The Company shall not allocate or delegate to any other person any of
its duties and responsibilities under the Plan. The duties and responsibilities
of the Company under the Plan shall be carried out by the directors, officers
and employees of the Company (or a Committee thereof appointed in accordance
with Section 12.7), acting on behalf and in the name of the Company in their
capacities as directors, officers and employees and not as individual
fiduciaries. Except as provided in Section 13.3 (regarding the appointment of a
Review Panel), the Company is specifically prohibited from designating any
director, officer or employee of the Company as a fiduciary and from allocating
or delegating to any such person any of its fiduciary responsibilities.

         12.6 SERVICE IN SEVERAL FIDUCIARY CAPACITIES. Nothing herein shall
prohibit any person or group of persons from serving in more than one fiduciary
capacity with respect to the Plan (including service both as the Plan
Administrator and as a Trustee).

         12.7 APPOINTMENT OF THE COMMITTEE. The Company may appoint a Committee
to act on its behalf in carrying out the Company's fiduciary duties under the
Plan. If the Company appoints a Committee, as provided in this Section 12.7, the
following rules shall apply:

             (a) The Committee shall be known as the Retirement Plan Advisory
Committee.

             (b) The Committee shall consist of three (3) or more persons
appointed from time to time by the Company who may be Employees and who shall
serve at the pleasure of the Company without compensation, unless otherwise
determined by the Company. The Company shall certify to the Trustee the members
of the Committee.

             (c) The Committee shall act by agreement of a majority of its
members, either by vote at a meeting or in writing without a meeting. By such
action, it may authorize one or more members to execute documents on its behalf,
perform other fiduciary and ministerial duties and direct the Trustee in the
performance of its duties hereunder on behalf of the Committee. The Trustee,
upon written notification of such authorization, shall accept and rely upon such
documents until notified in writing that the authorization has been revoked by
the Committee. The Trustee shall not be deemed to be on notice of any change in
the membership of the Committee unless notified in writing. A member of the
Committee, who is also a Participant hereunder, shall not vote or act upon any
matter relating solely to himself or herself. In the event of a deadlock or
other situation which prevents agreement of a majority of the Committee members,
the matter shall be decided by the Company.

             (d) The Committee shall keep such written records as it shall deem
necessary or proper, which records shall be open to inspection by the Company.
The Committee shall obtain from the Trustee regular reports with respect to the
current value of the assets held in the




                                      56.
<PAGE>   65

Trust, in such form as is acceptable to the Committee. The Committee shall keep
on file a copy of this Plan and the Trust Agreement, including any subsequent
amendments, all annual and interim reports of the Trustee and the latest annual
report, summary of the annual report, and summary plan description required
under Title I of ERISA for examination by Participants during business hours.

         12.8 INDEMNIFICATION. Unless otherwise addressed in a written contract
entered into between the Company and a fiduciary of the Plan, the Company agrees
to indemnify and reimburse, to the fullest extent permitted by law, members of
the Committee, directors, officers and employees acting for the Company, all
such former members, directors, officers and employees, and any other person to
which any fiduciary responsibility with respect to the Plan is allocated or
delegated, for any and all expenses, liabilities or losses, including attorneys'
fees, arising out of any act or omission relating to the rendition of services
for or the management and administration of the Plan, other than such expenses,
liabilities and costs as may result from the bad faith, criminal acts or willful
misconduct of such persons or to the extent such indemnification is specifically
prohibited by ERISA.

         12.9 PARTICIPANT VOTING RIGHTS - COMPANY STOCK. The Participant (or
Beneficiary) has the right to direct the Trustee regarding the voting of Company
Stock allocated to the Participant's Account with respect to all corporate
matters requiring a vote of stockholders. The Trustee does not have the right to
vote any Company Stock which a Participant (or Beneficiary) fails to vote.

                                      57.
<PAGE>   66

                                   ARTICLE 13

                                CLAIMS PROCEDURES

         13.1 APPLICATION FOR BENEFITS. Applications for benefits and inquiries
concerning the Plan (or concerning present or future rights to benefits under
the Plan) shall be submitted to the Company in writing. An application for
benefits shall be submitted on the prescribed form and shall be signed by the
Participant or, in the case of a benefit payable after his or her death, by his
or her Beneficiary.

         13.2 DENIAL OF APPLICATION. In the event that an application for
benefits is denied in whole or in part, the Company shall notify the applicant
in writing of the denial and of the right to a review of the denial. The written
notice shall set forth, in a manner calculated to be understood by the
applicant, specific reasons for the denial, specific references to the
provisions of the Plan on which the denial is based, a description of any
information or material necessary for the applicant to perfect the application,
an explanation of why the material is necessary, and an explanation of the
review procedure under the Plan. The written notice shall be given to the
applicant within a reasonable period of time (not more than ninety (90) days)
after the Company received the application, unless special circumstances require
further time for processing and the applicant is advised of the extension. In no
event shall the notice be given more than one hundred eighty (180) days after
the Company received the application.

         13.3 REVIEW PANEL. The Company may from time to time appoint a Review
Panel that may consist of two (2) or more individuals who may, but need not, be
Employees. If no such Review Panel is named, the Company shall be deemed to be
the Review Panel for purposes of this Article 13. The Review Panel shall be the
named fiduciary that has the authority to act with respect to any appeal from a
denial of benefits or a determination of benefit rights.

         13.4 REQUEST FOR REVIEW. An applicant whose application for benefits
was denied in whole or in part, or the applicant's duly authorized
representative, may appeal from the denial by submitting to the Review Panel a
request for a review of the application within sixty (60) days after receiving
written notice of the denial from the Company. The Company shall provide the
applicant or his or her representative an opportunity to review pertinent
materials, other than legally privileged documents, in preparing the request for
a review. The request for a review shall be in writing and addressed to the
Review Panel. The request for a review shall set forth all of the grounds on
which it is based, all facts in support of the request, and any other matters
that the applicant deems pertinent. The Review Panel may require the applicant
to submit such additional facts, documents or other material as it may deem
necessary or appropriate in making its review.

         13.5 DECISION ON REVIEW. The Review Panel shall act on each request for
a review within sixty (60) days after receipt, unless special circumstances
require further time for processing and the applicant is advised of the
extension. In no event shall the decision on review be rendered more than one
hundred twenty (120) days after the Review Panel received the request for a
review. The Review Panel shall give prompt written notice of its decision to the
applicant and to the Company. In the event that the Review Panel confirms the
denial of the application for benefits in whole or in part, the notice shall set
forth, in a manner calculated to be





                                      58.
<PAGE>   67

understood by the applicant, the specific reasons for the decision and specific
references to the provisions of the Plan on which the decision is based.

         13.6 RULES AND INTERPRETATIONS. The Review Panel shall adopt such
rules, procedures and interpretations of the Plan as it deems necessary or
appropriate in carrying out its responsibilities under this Article 13.

         13.7 EXHAUSTION OF REMEDIES. No legal action for benefits under the
Plan shall be brought unless and until the claimant (i) has submitted a written
application for benefits in accordance with Section 13.1, (ii) has been notified
by the Company that the application is denied, (iii) has filed a written request
for a review of the application in accordance with Section 13.4 and (iv) has
been notified in writing that the Review Panel has affirmed the denial of the
application; provided, however, that legal action may be brought after the
Company or the Review Panel has failed to take any action on the claim within
the time prescribed by Sections 13.2 and 13.5, respectively.


                                      59.
<PAGE>   68





                                   ARTICLE 14

                     AMENDMENT OR DISCONTINUANCE OF THE PLAN

         14.1 AMENDMENTS. The Company reserves the right to amend (retroactively
or prospectively) any or all of the provisions of the Plan at any time in any
manner that it may deem advisable; provided, however, that no such amendment
shall make it possible for any of the corpus or income of the Trust to be used
for, or diverted to, purposes other than the exclusive benefit of Participants
and their Beneficiaries under the Plan, nor shall any such amendment make it
possible to deprive any Participant of a previously accrued benefit, except to
the extent permitted by Section 412(c)(8) of the Code. Any such amendment to the
Plan may be adopted by the Board or by one or more officers of the Company
delegated by the Board to act on behalf of the Company; provided, however, that
any amendment to the Plan which would increase the contributions (other than
401(k) Contributions) that an Employer would be obligated to make to the Plan
must be approved by the Board or by the Compensation Committee of the Board.

         14.2 MERGER, CONSOLIDATION OR TRANSFER. In the event of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan, the
benefit that each Participant would be entitled to receive if the Plan were to
terminate immediately after the merger, consolidation or transfer shall not be
less than the benefit that he or she would have been entitled to receive if the
Plan had terminated immediately before the merger, consolidation or transfer. In
the event a Participant's benefits are transferred to another qualified plan
maintained by the Employer or any Affiliate of the Employer, if such transfer
would result in the elimination or reduction of any benefits protected under
Section 411(d)(6) of the Code, such transfer of benefits shall be conditioned
upon a voluntary, fully informed election by the Participant to transfer such
Participant's benefits to such other qualified plan in accordance with
regulations under Section 411(d)(6) of the Code.

         14.3 RIGHT TO TERMINATE PLAN.

             (a) An Employer has established the Plan with the bona fide
intention and expectation that the Plan will continue indefinitely and that the
Employer will be able to make its contributions indefinitely, but the Employer
shall be under no obligation to continue making contributions or to maintain the
Plan for any given length of time and may, in its sole and absolute discretion,
discontinue its contributions or terminate the Plan with respect to such
Employer, at any time without any liability whatsoever.

             (b) The Company reserves the right to terminate the Plan at any
time with respect to any or all Employers.

         14.4 EMPLOYER'S RIGHTS AND OBLIGATIONS UPON PLAN TERMINATION. Any other
provision of the Plan to the contrary notwithstanding, upon any termination of
the Plan, the Employer shall have no obligation or liability whatsoever to make
any further payments (including any Employer Matching Contributions payable
prior to such termination) to the Trustee for benefits under the Plan. Neither
the Trustee nor any Participant, Employee or Beneficiary shall have any right to
compel the Employer to make any payment after the termination of the Plan.


                                      60.
<PAGE>   69


         14.5 PARTICIPANTS' RIGHTS UPON PLAN TERMINATION. If the Plan is
terminated or partially terminated, or if contributions are completely
discontinued, then each Participant who then is an Employee and who is directly
affected by such event shall have a one hundred percent (100%) vested interest
in his or her Account (including all subaccounts), without regard to his or her
Years of Service.







                                      61.
<PAGE>   70




                                   ARTICLE 15

                              TOP-HEAVY PROVISIONS

         15.1 TOP-HEAVY PLAN DEFINED. Notwithstanding any other provision of
this Plan to the contrary, this Article 15 shall apply if the Plan is a
"Top-Heavy Plan" as defined herein. The Plan shall be a Top-Heavy Plan in a Plan
Year if, as of the "Determination Date" (as defined in Section 15.2), the
aggregate Account balances of "Key Employees" (as defined in Section 15.2) under
the Plan exceeds sixty percent (60%) of the aggregate Account balances under the
Plan of all Employees, but excluding the Account balances of former Key
Employees.

For purposes of this Article 15, an Employee's Account balance is the sum of (i)
his or her Account balance as of the most recent Valuation Date within the
twelve (12) month period ending on the Determination Date, (ii) any
contributions allocated to his or her Account after the Valuation Date and on or
before the Determination Date, and (iii) the aggregate distributions (including
distributions made on account of death and distributions from any terminated
qualified retirement plan previously maintained by the Employer that would be
included in the "Required Aggregation Group" (as defined in Section 15.2) if not
terminated) made with respect to such Employee during the five-year period
ending on the Determination Date and not reflected in the value of his or her
Account as of the most recent Valuation Date.

In determining whether this Plan is a Top-Heavy Plan, all employers that are
aggregated under Section 414(b), (c), (m) or (o) of the Code shall be treated as
a single employer. In addition, all plans that are part of the Required
Aggregation Group shall be treated as a single plan.

Notwithstanding the foregoing provisions of this Section 15.1, the following
shall not be taken into consideration when determining an Employee's Account
balance, except to the extent provided by regulations:

             (a) Any Rollover Contribution (or similar transfer) initiated by
the Employee to this Plan (see Section 416(g)(4)(A) of the Code);

             (b) The Account balance of any individual who has not performed
services for the Employer at any time during the five-year period ending on the
Determination Date (see Section 416(g)(4)(E) of the Code).

         15.2 OTHER DEFINITIONS. For purposes of this Article 15, the following
terms shall have the following meanings:

             (a) "Compensation," as used in this Article 15, shall have the same
meaning given that term in Section 2.13.

             (b) "Determination Date" means the last day of the preceding Plan
Year.

             (c) "Employee" means (i) a current Employee or (ii) a former
Employee who was credited with an Hour of Service during the Plan Year
containing the Determination Date or any of the four (4) preceding Plan Years.



                                      62.
<PAGE>   71


             (d) "Key Employee" means an Employee, a former Employee, or the
Beneficiary under the Plan of a former Employee who, in the Plan Year containing
the Determination Date, or any of the four (4) preceding Plan Years, is:

                  (1) An officer of the Employer having an annual Compensation
greater than fifty percent (50%) of the amount in effect under Section
415(b)(1)(A) of the Code for any such Plan Year. Not more than fifty (50)
Employees or, if less, the greater of three (3) Employees or ten percent (10%)
of the Employees shall be considered as officers for purposes of this paragraph.

                  (2) One of the ten (10) Employees owning (or considered as
owning within the meaning of Section 318 of the Code) the largest interest in
the Employer, which is more than one-half percent (.5%) ownership interest in
value, and whose Compensation exceeds the maximum dollar limitation under
Section 415(c)(1)(A) of the Code as in effect for the calendar year in which the
Determination Date falls.

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

                  (4) A one percent (1%) owner of the Employer having an annual
Compensation from the Employer of more than $150,000.

Whether an Employee is a five percent (5%) owner or a one percent (1%) owner
shall be determined in accordance with Section 416(i)(1)(B) of the Code.

             (e) "Non-Key Employee" means any Employee who is not a Key Employee
or any Beneficiary under the Plan of a former Employee who was not a Key
Employee.

             (f) "Required Aggregation Group" means:

                  (1) Each stock bonus, pension or profit sharing plan of the
Employer in which a Key Employee participates and which is intended to qualify
under Section 401(a) of the Code; and

                  (2) Each other such stock bonus, pension or profit sharing
plan of an Employer which enables any plan in which a Key Employee participates
to meet the requirements of Section 401(a)(4) or Section 410 of the Code.

         15.3 TOP-HEAVY ACCRUAL RULES. If the Plan is a Top-Heavy Plan in a Plan
Year, the aggregate Employer Matching Contributions, Discretionary
Contributions, Qualified Nonelective Contributions, Qualified Matching
Contributions, and Forfeitures allocated to each "Eligible Non-Key Employee" (as
defined below) shall not be less than the lesser of the following percentages of
the Eligible Non-Key Employee's Compensation for the Plan Year:

             (a) Three percent (3%) or, if the Employer has a defined benefit
plan which designates this Plan to satisfy the requirements for a minimum
contribution or benefit under Section 416 of the Code, five percent (5%); or


                                      63.
<PAGE>   72


             (b) The highest percentage of Compensation provided in the form of
all contributions under the Plan (including 401(k) Contributions and Employer
Matching Contributions) on behalf of any Key Employee for the Plan Year,
including if that percentage is zero, zero percent (0%).

For purposes of this Section 15.3, "Eligible Non-Key Employee" shall mean a
Non-Key Employee who is an Eligible Employee and who has not separated from
service at the end of the Plan Year, regardless of (i) whether he or she has
completed a Year of Service during the Plan Year, (ii) his or her level of
Compensation, or (iii) whether he or she has declined to make any 401(k)
Contributions.

Notwithstanding any other provisions of this Plan, in computing the Deferral
Rate and the Contribution Rate for an Eligible Non-Key Employee, there shall not
be included in the amount in Subsection 2.16(a) (for purposes of the Deferral
Rate) or in the amount in Subsection 2.14(a) (for purposes of the Contribution
Rate) any contributions otherwise required or permitted to be taken into account
for such purposes to the extent that such contributions are applied by the
Employer to meet the minimum allocation required for such Employee by this
Subsection 15.3(a) except that this limitation shall not apply to any Qualified
Nonelective Contributions or to any Employer contributions that constitute
"qualified nonelective contributions" (within the meaning of Section
401(m)(4)(C) of the Code). Any such contributions that are so excluded for
purposes of computing the Deferral Rate and Contribution Rate of an Eligible
Non-Key Employee shall satisfy the nondiscrimination requirements of Section
401(a)(4) of the Code without regard to Section 401(k) or 401(m) of the Code.

         15.4 IMPACT ON CONTRIBUTION LIMITATIONS. For any Plan Year during which
the Plan is a Top-Heavy Plan, the number "1.0" shall be substituted for the
number "1.25" wherever it appears in Section 415(e)(2)(B) and (3)(B) of the Code
and Sections 2.17 and 2.18 of this Plan.


                                      64.
<PAGE>   73



                                   ARTICLE 16

                               GENERAL PROVISIONS

         16.1 NO IMPLIED EMPLOYMENT CONTRACT. The adoption and maintenance of
the Plan shall not be deemed to be a contract of employment between an Employer
and any Employee. Accordingly, the Plan shall not be deemed (i) to give any
Employee or other person any right to be retained in the employ of an Employer
nor (ii) to interfere with the right of an Employer to discharge any Employee or
other person at any time and for any reason, which right is hereby reserved.

         16.2 BENEFITS NOT ASSIGNABLE. Except as otherwise provided in Article
10 or as provided in Section 414(p) of the Code with respect to qualified
domestic relations orders, or as otherwise provided under Section 401(a)(13) of
the Code, no interest, whether vested or not, of a Participant or Beneficiary in
the Plan, no Account balance nor distribution or payment under the Plan to any
Participant or Beneficiary shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether
voluntary or involuntary, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void; nor shall
any distribution or payment in any way be liable for or subject to the debts,
contracts, liabilities, engagements or torts of any Participant or Beneficiary.
If any Participant or Beneficiary has been adjudicated a bankrupt or has
purported to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge any distribution or payment, voluntarily or involuntarily, then the
Company, in its discretion, may direct the Trustee to hold or apply the
distribution or payment or any part thereof to or for the benefit of such
Participant or Beneficiary in such manner as the Company shall direct.

         16.3 QUALIFIED DOMESTIC RELATIONS ORDERS. In accordance with Section
414(p) of the Code, the Company shall establish reasonable written procedures to
determine the qualified status of domestic relations orders received with
respect to Participants and to administer distributions to alternate payees
under such qualified domestic relations orders. Notwithstanding any other
provision of the Plan, benefits under the Plan that are the subject of a
qualified domestic relations order may be distributed to any alternate payee in
compliance with the provisions of such qualified domestic relations order,
without regard to whether the Participant to whose benefits the qualified
domestic relations order relates has terminated employment with an Employer or
has reached "earliest retirement age," as that term is defined in Section 414(p)
of the Code. Any payment to an alternate payee, or to his or her legal
representative or beneficiary, pursuant to the terms of a qualified domestic
relations order, shall be in full satisfaction of all claims under such order
against the Trustee or an Employer, any of who may require such alternate payee,
or his or her legal representative or beneficiary, to execute a receipt
therefore in such form as shall be determined by the Trustee or an Employer, as
the case may be.

         16.4 PAYMENTS OF BENEFITS TO INFANTS OR INCOMPETENTS. If the Company
determines that any person entitled to payments under the Plan is an infant or
is incompetent by reason of a physical or mental disability, then it may cause
all payments thereafter becoming due to such person to be made to any other
person for his or her benefit, without responsibility for the application of
amounts so paid. Payments made pursuant to this provision shall completely
discharge an Employer and the Trustee.



                                      65.
<PAGE>   74


         16.5 UNCLAIMED BENEFITS. If any benefit would be distributable under
the Plan but the Company is unable, after reasonable and diligent effort, to
locate the Participant or Beneficiary to whom the distribution is payable for
three (3) consecutive Plan Years, then the Participant's Account may be closed
after the third consecutive Plan Year during which such distribution is payable
but the Participant or Beneficiary cannot be found. The amount of the unpaid
benefit shall be reallocated as determined by the Company, unless mandatory
provisions of applicable escheat laws require another application, in which
event such benefit shall be applied as such laws require. If, however, the
Participant or Beneficiary subsequently makes a proper claim to the Company for
any benefit that was reallocated and that was not lost by escheat, then such
benefit (without income, gains or other adjustment) shall be restored to the
Participant's Account from a special contribution made by the Employer for this
purpose. The benefit shall thereafter be distributable in accordance with the
terms of the Plan. Notification by certified or registered mail to the last
known address of the Participant or Beneficiary will be deemed a reasonable and
diligent effort to locate such person.

         16.6 SOURCE OF BENEFITS. The Trust shall be the sole source of benefits
under the Plan, and each Participant, Beneficiary or other person who claims the
right to any payment or benefit under the Plan shall only be entitled to look to
the Trust for such payment or benefit and shall not have any right, claim or
demand therefor against an Employer or any officer or director of an Employer.

         16.7 FORMS OF PLAN COMMUNICATIONS. All communications from a
Participant or Beneficiary with regard to the Plan shall become effective only
when made in writing and filed with the Company. If the Company has adopted
prescribed forms for any communications, such communications shall be effective
only if filed on such forms.

         16.8 IRS QUALIFICATION. The Employer intends that the Plan (including
the Trust Agreement forming a part thereof) shall be a qualified defined
contribution plan for the exclusive benefit of Employees and their
Beneficiaries, as provided in Sections 401(a), 401(k) and 501(a) of the Code.

         16.9 CONSTRUCTION OF PLAN. Any gender, where appearing in the Plan,
shall be deemed to include the other gender, the singular shall include the
plural, and the plural shall include the singular, unless the context otherwise
requires. Titles are for reference only. In the event of a conflict between a
title and the text of the Plan, the text of the Plan shall control. In the event
of a conflict between the text of the Plan and any summary, description or other
information regarding the Plan, the text of the Plan shall control.

         16.10 GOVERNING LAW. The provisions of the Plan shall be construed,
administered and governed according to ERISA and, to the extent not superseded
by ERISA, the laws of the State of Colorado.

         16.11 SEVERABILITY. If any provision of the Plan shall be held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions of the Plan shall continue to be fully effective.




                                      66.
<PAGE>   75





                                  ARTICLE 17
                                      
                                  EXECUTION

         To record the amendment and restatement of the Plan to read as set
forth herein, effective as of January 1, 1997, the Company has caused its
authorized officer to execute this document this _____ day of _______________,
1998.

                                           J.D. EDWARDS & COMPANY


                                           BY:
                                              --------------------------------
                                           PRINTED NAME:
                                                        ---------------------- 
                                           TITLE:
                                                 -----------------------------




                                      67.
<PAGE>   76

                                             
                 J.D. EDWARDS & COMPANY RETIREMENT SAVINGS PLAN

                                   APPENDIX A

                      SCHEDULE OF AFFILIATED EMPLOYERS AND
                          GRANTS OF PAST SERVICE CREDIT

<TABLE>
<CAPTION>

AFFILIATED EMPLOYERS                                   PAST SERVICE CREDIT

<S>                                                    <C>
1.   J.D. Edwards World                                        None
     Solutions Company

2.   J.D. Edwards World                                        None
     Service Company
</TABLE>



                                       1.