<PAGE>   1
                                                                   EXHIBIT 10.8













                           TAYLOR CAPITAL GROUP, INC.
             401(k)/PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
                        (Effective as of October 1, 1996)























                             McDermott, Will & Emery
                                     Chicago


<PAGE>   2






                                   CERTIFICATE



                  I, ________________________, Secretary of TAYLOR CAPITAL
GROUP, INC., hereby certify that the attached document is a correct copy of the
TAYLOR CAPITAL GROUP, INC. 401(k)/PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP
PLAN (Effective as of October 1, 1996).

                  Dated this__________day of ____________, 1997.


                                                       _________________________
                                                        Secretary as Aforesaid
<PAGE>   3
                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
         <S>                                                                                             <C>
         SECTION 1                                                                                       1
                  Background of Plan                                                                     1
                      Purpose of Plan; Applicable Requirements                                           1
                      History of Plan                                                                    1
                      Effective Date; Plan Year; Spin-off Date                                           2
                      Trustee; Trust Agreement                                                           2
                      Plan Administration                                                                2
                      Employers                                                                          2
                      Predecessor Plans                                                                  3
                      Plan Supplements                                                                   3

         SECTION 2                                                                                       4
                  Eligibility and Participation                                                          4
                      Eligibility to Participate                                                         4
                      Notice of Participation and Election to Contribute                                 5
                      Period of Participation                                                            5
                      Leave of Absence                                                                   5
                      Leased Employees                                                                   5
                      Military Service                                                                   6

         SECTION 3                                                                                       7
                  Participant Contributions                                                              7
                      Income Deferral Contributions                                                      7
                      Change, Discontinuance, or Resumption of Income Deferral
                           Contributions                                                                 7
                      Rollover Contributions                                                             7
                      Earnings                                                                           8

         SECTION 4                                                                                      10
                  Employer Contributions                                                                10
                      Employer Contributions of Income Deferral Contributions                           10
                      Employer Matching Contributions                                                   10
                      Employer Discretionary Contributions                                              10
                       Payment of Acquisition Loans; Employer Loan Contributions                        11
                      Individual Employer's Share of Employer Contributions;
                           Limitations on Employers' Contributions                                      12
                      Form of Payment of Employer Contributions                                         12

</TABLE>

                                     -i-
                                      

<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      -----
         <S>                                                                                           <C>        
         SECTION 5                                                                                      13
                  Company Stock; Acquisition Loans                                                      13
                      Company Stock                                                                     13
                      Acquisition Loans                                                                 13

         SECTION 6                                                                                      14
                  Investment of Participant and Employer Contributions                                  14
                      Investment Options                                                                14
                      ESOP Stock Account Investments in Company Stock                                   14
                      Participants' Investment Elections                                                15
                      Diversification of Investments in Company Stock                                   15

         SECTION 7                                                                                      17
                  Accounting                                                                            17
                      Participants' Accounts                                                            17
                      Trust Accounts                                                                    19
                      Accounting Dates; Accounting Periods; Quarterly Accounting
                           Period                                                                       19
                      Adjustment of Accounts in Investment Funds                                        20
                      Crediting of Shares Related to the Spin-Off                                       20
                      Transfer of Shares From Unreleased Share Account to
                      Participants' ESOP Stock Accounts                                                 20
                      Adjustment of ESOP Cash and Stock Accounts                                        21
                      Dividends on Company Stock                                                        22
                      Temporary Investment of Cash in Trust                                             23
                      Fair Market Value of Company Stock                                                23
                      Stock Dividends, Stock Splits and Capital Reorganizations
                           Affecting ESOP Shares                                                        23
                      ESOP Share Records                                                                23
                      Statement of Accounts                                                             24
                      Multiple Acquisition Loans                                                        24

         SECTION 8                                                                                      25
                  Contribution and Benefit Limitations                                                  25
                      Contribution Limitations                                                          25
                      Combined Contribution Limitations                                                 26
                      Combining of Plans                                                                26
                      Dollar Limitation on Income Deferral Contributions                                26
                      Percentage Limitation on Income Deferral Contributions                            27
                      Percentage Limitation on Employer Matching Contributions                          28
</TABLE>

                                     -ii-
<PAGE>   5
<TABLE>
<CAPTION>                     
                                                                                                       PAGE
                                                                                                       -----        

         <S>                                                                                            <C>
         SECTION 8 (continued)
                      Highly Compensated Participant                                                    29
                      Multiple Use of Alternative Limitations                                           31
                      Calculating Income Allocable to Excess Deferrals, Excess
                            Aggregate Contributions, and Excess Income Deferral
                            Contributions                                                               31
                      Special Testing Rules                                                             31

         SECTION 9                                                                                      33
                  Period of Participation                                                               33
                      Settlement Date                                                                   33
                      Restricted Participation                                                          33

         SECTION 10                                                                                     35
                  In-Service Withdrawals and Participant Loans                                          35
                      Hardship Withdrawals                                                              35
                      In-Service Withdrawal                                                             36
                      Loans to Participants                                                             36

         SECTION 11                                                                                     40
                  Vesting                                                                               40
                      Retirement                                                                        40
                      Resignation or Dismissal                                                          40
                      Death of Participant                                                              42
                      Forfeitures                                                                       42

         SECTION 12                                                                                     43
                  Distributions Following Settlement Date                                               43
                      Manner of Distribution                                                            43
                      Determination of Account Balances                                                 43
                      Distribution of Company Stock                                                     44
                      Timing of Distributions                                                           44
                      Direct Rollovers                                                                  46
                      Immediate Distributions to Alternate Payees                                       47
                      Designation of Beneficiary                                                        48
                      Missing Participants or Beneficiaries                                             49
                      Facility of Payment                                                               50

</TABLE>


                                      -iii-

<PAGE>   6
<TABLE>
<CAPTION>

                                                                                                      PAGE
                                                                                                      ----   
         <S>                                                                                          <C> 
         SECTION 13                                                                                     51
                  Rights, Restrictions, and Options on Company Stock                                    51
                      Right of First Refusal                                                            51
                      Put Option                                                                        51
                      Share Legend                                                                      52
                      Nonterminable Rights                                                              52

         SECTION 14                                                                                     53
                  Reemployment                                                                          53
                      Commencement or Resumption of Participation                                       53
                      Credited Service for Vesting                                                      53
                      Reinstatement of Forfeitures                                                      53

         SECTION 15                                                                                     55
                  Voting and Tendering of Company Stock                                                 55

         SECTION 16                                                                                     56
                  General Provisions                                                                    56
                      Interests Not Transferable                                                        56
                      Absence of Guaranty                                                               56
                      Employment Rights                                                                 56
                      Litigation by Participants or other Persons                                       56
                      Evidence                                                                          56
                      Waiver of Notice                                                                  56
                      Controlling Law                                                                   56
                      Statutory References                                                              56
                      Severability                                                                      57
                      Additional Employers                                                              57
                      Action By Employers                                                               57
                      Gender and Number                                                                 57
                      Examination of Documents                                                          57
                      Fiduciary Responsibilities                                                        57
                      Indemnification                                                                   57

         SECTION 17                                                                                     58
                  Restrictions as to Reversion of Trust Assets to the Employers                         58


</TABLE>



                                      -iv-
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<TABLE>
<CAPTION>

                                                                                                      PAGE
                                                                                                      ----
         <S>                                                                                          <C>
         SECTION 18                                                                                     59
                  Amendment and Termination                                                             59
                      Amendment                                                                         59
                      Termination                                                                       59
                      Nonforfeitability and Distribution on Termination                                 60
                      Notice of Termination                                                             60
                      Plan Merger, Consolidation, Etc.                                                  60

         SECTION 19                                                                                     61
                  The Committee                                                                         61
                      The Committee                                                                     61
                      The Committee's General Powers, Rights, and Duties                                61
                      Manner of Action of the Committee                                                 62
                      Interested Committee Member                                                       63
                      Resignation or Removal of Committee Members                                       63
                      Committee Expenses                                                                63
                      Uniform Rules                                                                     63
                      Information Required by the Committee                                             63
                      Review of Benefit Determinations                                                  63
                      Committee's Decision Final                                                        63
                      Denial Procedure and Appeal Process                                               64

         SECTION 20                                                                                     65
                  Special Rules Applicable When Plan is Top-Heavy                                       65
                      Purpose and Effect                                                                65
                      Top-Heavy Plan                                                                    65
                      Key Employee                                                                      66
                      Aggregated Plans                                                                  66
                      Minimum Employer Contribution                                                     66
                      Coordination of Benefits                                                          67
                      Adjustment of Combined Benefit Limitations                                        67

         SUPPLEMENT AA-1

</TABLE>



                                     -v-
                                      

<PAGE>   8


                           TAYLOR CAPITAL GROUP, INC.
             401(k)/PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
                        (Effective as of October 1, 1996)

                                    SECTION 1

                               Background of Plan


1.1. Purpose of Plan; Applicable Requirements. Effective as of October 1, 1996,
Taylor Capital Group, Inc. (the "Company") establishes the Taylor Capital Group,
Inc. 401(k)/Profit Sharing and Employee Stock Ownership Plan (the "Plan") for
the following purposes:

         (i)      to receive a transfer of the accounts under the Cole Taylor
                  Financial Group, Inc. 401(k)/Profit Sharing Plan (as Amended
                  and Restated effective as of January 1, 1993) (the "CTFG
                  Profit Sharing Plan") and the Cole Taylor Financial Group,
                  Inc. Employee Stock Ownership Plan (as Amended and Restated
                  effective as of January 1, 1994) (the "CTFG ESOP") of those
                  employees and former employees of employers who become
                  participants in the Plan; and

         (ii)     to enable eligible employees of the Company and its affiliates
                  to acquire stock ownership interests in the Company; and

         (iii)    to permit eligible employees to accumulate funds for their
                  future security by electing to make income deferral
                  contributions and sharing in employer contributions to the
                  Plan.

The Plan is a profit sharing plan intended to meet the applicable requirements
of Section 401(a) of the Internal Revenue Code of 1986 (the "Code") and contains
a cash or deferred arrangement intended to qualify under Section 401(k) of the
Code. A portion of the Plan also constitutes an employee stock ownership plan
that is designed to invest primarily in stock of the Company and that is
intended to meet the applicable requirements of Sections 401(a), 409, and
4975(e)(7) of the Code and Section 407(d)(6) of the Employee Retirement Income
Security Act of 1974 ("ERISA").

1.2. History of Plan. Prior to the effective date, eligible employees of the
Company and its subsidiaries were eligible to participate in the CTFG Profit
Sharing Plan and the CTFG ESOP. The CTFG Profit Sharing Plan was originally
established by CTFG effective January 1, 1984 as a merger of various plans, and
was amended and restated from time-to-time thereafter, most recently effective
as of January 1, 1993. The CTFG ESOP was originally established by CTFG
effective as of January 1, 1984 and was amended from time to time thereafter, 
and was amended and restated most recently effective as of January 1, 1994.


                                       1

<PAGE>   9


         In connection with the spin-off of the Company (and its subsidiaries)
from the controlled group of corporations that includes Reliance Acceptance
Group, Inc. f/k/a Cole Taylor Financial Group, Inc. ("CTFG"), the account
balances of the CTFG Profit Sharing Plan and the CTFG ESOP attributable to the
employees and former employees of the Company and its subsidiaries were spun-off
and then merged to form the Plan.

1.3. Effective Date; Plan Year; Spin-off Date. The "effective date" of the Plan
as set forth herein is October 1, 1996. The Plan will be administered on the
basis of a "plan year." The "plan year" means the three month period from
October 1, 1996 through December 31, 1996, and thereafter the twelve-month
period beginning each January 1 and ending the following December 31. The date
of the spin-off of the Company (and its subsidiaries) from CTFG is referred to
herein as the "spin-off date."

1.4. Trustee; Trust Agreement. Amounts contributed under the Plan are held and
invested, until distributed, by a Trustee appointed by the Company (the
"Trustee"). The Trustee acts in accordance with the terms of a trust agreement
between the Company and the Trustee, which trust agreement is known as the
"Taylor Capital Group, Inc. 401(k)/Profit Sharing and Employee Stock Ownership
Trust" (the "Trust"). The Trust implements and forms a part of the Plan. The
provisions of and benefits under the Plan are subject to the terms and
provisions of the Trust.

1.5. Plan Administration. The Plan is administered by a Committee (the
"Committee") as described in Section 19. Any notice or document required to be
given to or filed with the Committee will be properly given or filed if
delivered or mailed, by registered or certified mail, postage prepaid, to the
Committee, in care of the Company at 350 East Dundee Road, Suite 201, Wheeling
IL 60090. Each participant in the Plan shall be a "named fiduciary" within the
meaning of Section 402 of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA") with respect to the investment direction of their account
balances, and the voting direction of the shares of Company stock in their ESOP
stock accounts, as described in Section 6. The Committee and the Company are
"named fiduciaries," but solely to the extent that they have any fiduciary
responsibilities under the Plan and related Trust.

1.6. Employers. Any Controlled Group Member described in paragraph (a) or (b) of
this subsection with respect to the Company may adopt the Plan with the
Company's consent, as described in subsection 16.10. The Company and any such
Controlled Group Members that adopt the Plan are referred to below collectively
as the "Employers" and sometimes individually as an "Employer." A "Controlled
Group Member" means:

         (a)      any corporation that is a member of a controlled group of
                  corporations (within the meaning of Section 1563(a) of the
                  Code, determined without regard to Sections 1563(a)(4) and
                  1563(e)(3)(C) thereof) that contains the Company;


                                       2
<PAGE>   10
         (b)      any trade or business (whether or not incorporated) that is
                  under common control with the Company (within the meaning of
                  Section 414(c) of the Code); or

         (c)      any entity that is affiliated with the Company under Section
                  414(m) of the Code.

As of the effective date, the following Employers have adopted the Plan: Cole
Taylor Bank and CT Mortgage Company .

1.7. Predecessor Plans. Any other qualified profit sharing, stock bonus, or
money purchase pension plan qualified under Section 401(a) of the Code and
maintained by an Employer may, with the consent of the Company, be merged into,
and continued in the form of, the Plan. Any such plan merged into, and continued
in the form of, this Plan shall be referred to as a "predecessor plan." Special
provisions relating to participants in the Plan who were participants in a
predecessor plan shall be set forth in one or more supplements to the Plan.

1.8. Plan Supplements. The provisions of the Plan may be modified by supplements
to the Plan. The terms and provisions of each supplement are a part of the Plan
and supersede the provisions of the Plan to the extent necessary to eliminate
inconsistencies between the Plan and such supplement.



                                       3
<PAGE>   11


                                    SECTION 2

                          Eligibility and Participation


2.1.     Eligibility to Participate.

         (a) Subject to the conditions and limitations of the Plan, each
employee who was employed by an Employer and who was a participant in the CTFG
Profit Sharing Plan or CTFG ESOP immediately before the effective date shall
automatically be a participant in the Plan on the effective date.

         (b) Subject to the conditions and limitations of the Plan, each other
employee of an Employer will become a participant in the Plan as of the January
1st, April 1st, July 1st, or October 1st coincident with or next following the
date he satisfies the following requirements:

                  (i)      he has attained age 21;

                  (ii)     (A) he has completed six months of continuous service
                           in which he is credited with at least 500 hours of
                           service or,

                           (B) if he fails to satisfy paragraph (A) above, he
                           has completed 1,000 hours of service (as defined
                           below) during the 12-month period commencing on his
                           date of hire, or if he has not completed 1,000 hours
                           of service during such 12-month period, he has
                           completed 1,000 hours of service during a Plan Year
                           ending before such January 1, April 1, July 1, or
                           October 1; and

                  (iii)    he is employed as a member of a group of employees to
                           which the Plan has been extended, either by
                           unilateral action of an Employer in the case of an
                           employee who is not represented by a collective
                           bargaining representative or, if he is a member of a
                           group of employees represented by a collective
                           bargaining representative, through a currently
                           effective collective bargaining agreement between his
                           Employer and the collective bargaining representative
                           of the group of employees of which he is a member.

                  (iv)     Notwithstanding any other provision of the Plan to
                           the contrary, an employee who is not yet a
                           participant but who is eligible to become a
                           participant may make a rollover contribution to the
                           Plan (in accordance with subsection 3.3) prior to the
                           employee's entry date, at the discretion of the
                           Committee. Any eligible employee who makes a rollover
                           contribution to the Plan will be treated as a
                           participant, except that such employee shall not be
                           eligible, until he becomes a participant, to make
                           income deferral contributions pursuant to subsection
                           3.1 or to share in any employer contributions made
                           pursuant to subsections 4.2, 4.3, and 4.4.

                                       4
<PAGE>   12

For the purposes of the Plan, an "hour of service" means each hour for which an
employee is directly or indirectly paid or entitled to payment by an Employer or
a Controlled Group Member for the performance of duties and for reasons other
than the performance of duties, including each hour for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to by
an Employer or a Controlled Group Member, as determined and credited in
accordance with Department of Labor Reg. Sec. 2530.200b-2. Notwithstanding any
other provision of the Plan to the contrary, an hour of service includes service
prior to the effective date with CTFG or an affiliate of CTFG.

2.2. Notice of Participation and Election to Contribute. The Committee will
notify each employee of the date the employee becomes a participant. Such
notification will be in writing and will include a form or forms on which the
participant may elect to make participant contributions in accordance with
Section 3.

2.3. Period of Participation. Subject to the provisions of subsections 9.2 and
14.1, relating to restricted participation and resumption of participation,
respectively, an employee who becomes a participant will continue as a
participant until the later to occur of the date of his termination of
employment with the Employers or the date on which all assets in his accounts
under the Plan to which he is entitled hereunder have been distributed.

2.4. Leave of Absence. A leave of absence will not interrupt continuity of
service or participation in the Plan. A "leave of absence" for purposes of the
Plan means an absence from work that is not treated by an Employer as a
termination of employment or that is required by law to be treated as a leave of
absence. Leaves of absence will be granted under rules established by an
Employer and applied uniformly to all similarly situated employees.

2.5. Leased Employees. Only common-law employees of the Employers are eligible
to participate in the Plan. If a leased employee (as defined below) subsequently
becomes a common-law employee of an Employer, the period during which the leased
employee performed services for the Employer shall be taken into account for
purposes of subsections 2.1 and 11.2 of the Plan; unless (i) such leased
employee was a participant in a money purchase pension plan maintained by the
leasing organization that provides a non-integrated employer contribution rate
of at least 15 percent of earnings, immediate participation for all employees
and full and immediate vesting, and (ii) leased employees do not constitute more
than twenty percent of the Employer's nonhighly compensated workforce. A "leased
employee" means any person who is not a common-law employee of an Employer, but
who has provided services to an Employer under the Employer's primary direction
and control, on a substantially full-time basis for a period of at least one
year, pursuant to an agreement between an Employer and a leasing organization.


                                       5
<PAGE>   13


2.6. Military Service. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits, and service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u). A
participant returning from employment after serving in the uniformed services is
treated as not having incurred a break in service during the period of qualified
military service, as defined herein. Each period of qualified military service
is considered under the plan to be service with the Employer for the purposes
of:

     (a)   determining the nonforfeitability of the participant's account
           balances, in accordance with the provisions of Section 11 of the
           plan; and

     (b)   determining the participant's benefit allocations under subsections
           4.2 and 4.3 of the plan.



                                       6
<PAGE>   14


                                    SECTION 3

                            Participant Contributions


3.1. Income Deferral Contributions. References in the Plan to participants'
"income deferral contributions" mean deferrals made by participants' from their
earnings (as defined in subsection 3.4) before the imposition of Federal income
taxes, irrespective of whether the income deferral contributions made from such
earnings are either before or after the imposition of state, local or other
taxes. An employee is not required to make income deferral contributions in
order to participate in the Plan. Subject to the conditions and limitations of
the Plan, a participant may elect to make income deferral contributions for any
plan year of a percentage (in increments of one percent) of the participant's
earnings for such plan year at a rate of not less than one percent and not
greater than fifteen percent of such earnings. The amount to be deferred will be
withheld from the participant's earnings and contributed to the Plan on the
participant's behalf by the participant's Employer. A participant's election
under this subsection may be made effective as of the participant's entry date
or as of any January 1, April 1, July 1, or October 1 following the
participant's entry date. A participant's election to make income deferral
contributions must be made in writing on a form furnished by the Committee and
filed with the Committee at such time and in such manner as the Committee shall
determine. Subject to the limitations of Section 8, a participant's deferral
authorization made pursuant to this subsection shall remain in effect until any
change or suspension properly elected by the participant under subsection 3.2
becomes effective.

3.2. Change, Discontinuance, or Resumption of Income Deferral Contributions. A
participant may elect, within the limits described in subsection 3.1, to change
the rate of the participant's income deferral contributions as of any January 1,
April 1, July 1, or October 1. A participant may elect to discontinue making
income deferral contributions as of the first day of any month. If a participant
elects to discontinue making income deferral contributions, the participant may
elect to make or to resume making income deferral contributions as of any
following January 1, April 1, July 1, or October 1. Each election under this
subsection shall be made by completing the form designated by the Committee and
filing such form with the Committee at such time and in such manner as the
Committee shall determine.

3.3. Rollover Contributions. On behalf of a participant, the Committee may
direct the Trustee to receive a "rollover contribution" of all or any portion of
an eligible rollover distribution (as described in paragraph 12.5(a)) or a
rollover amount described in Section 408(d)(3) of the Code (an "IRA rollover"),
subject to the following:

     (a)   The Trustee may accept an eligible rollover distribution in the form
           of a direct rollover (as described in Section 401(a)(31) of the Code)
           or an indirect rollover (as described in Section 402(c) of the Code).
           The Committee shall establish such rules and procedures as it deems
           necessary regarding the acceptance of rollover contributions,
           including the methods by which direct rollovers, indirect rollovers,
           and IRA rollovers may be made to the Plan.

                                       7
<PAGE>   15

     (b)   Any rollover contributions received by the Trustee on behalf of a
           participant (or an eligible employee) shall be credited to the
           rollover account of the participant (or the eligible employee) in
           accordance with subsection 7.4. A participant (or an eligible
           employee) shall at all times have a nonforfeitable right to the net
           credit balance in the participant's rollover account.

     (c)   If after a rollover contribution has been received by the Trustee on
           behalf of a participant (or an eligible employee) the Committee
           learns that all or part of such rollover contribution did not meet
           the requirements of the Code and the regulations and rulings
           thereunder, the Committee may direct the Trustee to make a
           distribution to the participant (or eligible employee) of the
           nonqualified portion of such rollover contribution (and earnings
           thereon) that were credited to the rollover account of the
           participant (or eligible employee).

3.4. Earnings. Except as otherwise provided below, a participant's "earnings"
for a plan year means all compensation paid to the participant for services
rendered to an Employer as an employee as reported on the participant's Federal
wage and tax statement (Form W-2), but including for such plan year all of a
participant's income deferral contributions under this Plan and all salary
reductions made pursuant to an arrangement maintained by an Employer under
Section 125 of the Code during the plan year. A participant's earnings shall not
include any of the following (to the extent applicable):

     (a)   Income from bonuses paid under stock purchase agreements;

     (b)   Employer contributions under this or any retirement plan;

     (c)   Amounts realized from the exercise of non-qualified stock options;
           and

     (d)   Amounts realized from the sale, exchange or disposition of stock
           acquired under a qualified stock option.

For purposes of subsection 4.3, a participant's earnings for the 1996 plan year
shall include earnings for the entire 1996 calendar year, and for the purposes
of subsections 4.2 and 4.3 a participant's earnings for the 1997 plan year shall
include amounts paid to the participant for the period beginning January 1,
1997, and ending immediately prior to the spin-off date by members of the CTFG,
as determined in accordance with this subsection. In no event shall the amount
of a participant's earnings taken into account for purposes of the Plan for any
plan year exceed the dollar limitation in effect under Code Section 401(a)(17)
(as that limitation is adjusted from time to time by the Secretary of the
Treasury pursuant to Code Section 401(a)(17)). For plan years prior to January
1, 1997, in determining the earnings of a participant for a plan year, the rules
of Section 414(q)(6) of the Code shall apply, except that in applying such
rules, the term "family" shall include only the spouse of the participant and
any lineal descendants of the participant who have not attained age 19 before
the close of the plan year. If, as a result of the application of the


                                       8
<PAGE>   16


provisions of the preceding sentence, the dollar limitation in effect under Code
Section 401(a)(17) (as adjusted) is exceeded, the adjusted limitation shall be
prorated among the affected participant's family members in proportion to each
affected member's earnings as determined under this subsection prior to the
application of the dollar limitation in effect under Code Section 401(a)(17).



                                       9
<PAGE>   17


                                    SECTION 4

                             Employer Contributions


4.1. Employer Contributions of Income Deferral Contributions. Subject to the
conditions and limitations of the Plan, each Employer will make a contribution
under the Plan on behalf of each participant employed by the Employer of the
amount of the participant's income deferral contributions. Income deferral
contributions shall be paid to the Trustee in cash as soon as practicable (but
not later than the 15th business day of the month following the month in which
such contribution are withheld) after the end of the payroll period for which
the reduction in earnings is made.

4.2. Employer Matching Contributions. Subject to the conditions and limitations
of the Plan, each Employer will make a contribution to the Plan ("employer
matching contributions") for each quarterly accounting period on behalf of each
participant who makes income deferral contributions during that quarterly
accounting period and is employed on the last day of that period or terminated
employment with the Employers during such plan quarter under subsections 9.1(a),
(b), or (c). The "base matching contribution" shall be 100 percent (100%) of the
participant's income deferral contribution, not to exceed one percent (1%) of
his compensation; and the "excess matching contribution" shall be fifty percent
(50%) of the participant's income deferral contribution in excess of one percent
(1%) of his compensation, not to exceed six percent (6%) of his compensation.
The Board of Directors of the Company may, in its discretion, prospectively
increase, decrease or discontinue the employer matching contribution.
Notwithstanding the foregoing, a participant who has elected to make income
deferral contributions during a plan year shall receive an employer matching
contribution for each quarterly accounting period during that plan year in which
such participant is unable to make income deferral contributions due solely to
the limitation contained in subsection 8.4, provided that (i) the participant
has not discontinued his election to make income deferral contributions as of
the last day of such quarterly accounting period, and (ii) the employer matching
contribution allocated to such participant for the plan year shall not exceed
the base matching contribution and excess matching contribution, as defined
above, based on earnings for the plan year. Employer matching contributions for
a quarterly accounting period shall be paid to the Trustee on the last day of
such quarterly accounting period or as soon as practicable thereafter.

4.3. Employer Discretionary Contributions. Subject to the conditions and
limitations of the Plan, the Company, in its sole discretion, may direct the
Employers to make a discretionary contribution to the Plan for any plan year.
Any such Employer discretionary contribution for a plan year shall be determined
and allocated to participants in accordance with paragraph (a) or (b) below, as
determined by the Company at or before the time the Company decides to direct
the Employers to make an employer discretionary contribution for the plan year:

     (a) A discretionary matching contribution to be made for a plan year in
         such amount, if any, as shall be determined by the Company. Any
         discretionary matching contribution for a plan year shall be allocated
         on the basis of that portion of the participants' income deferral
         contributions for that plan year as shall be determined by the Company
         prior to the end of the plan year or within a 



                                       10
<PAGE>   18

         reasonable period of time after the end of the plan year. Any
         discretionary matching contribution for a plan year shall be allocated
         only to participants who (i) made income deferral contributions during
         such plan year and (ii) either completed at least 1,000 hours of
         service in such plan year and are employed by the Employers on the last
         day of such plan year or terminated employment with the Employers
         during such plan year under paragraph 9.1(a), (b), or (c).

     (b) A discretionary contribution to be made for a plan year in such amount,
         if any, as determined by the Company prior to the end of the plan year
         or within a reasonable period of time after the end of the plan year.
         Any discretionary contribution for a plan year shall be allocated pro
         rata on the basis of participants' earnings for such plan year. Any
         discretionary contribution for a plan year shall be allocated only to
         participants who either (i) completed at least 1,000 hours of service
         in such plan year and are employed by the Employers on the last day of
         such plan year or (ii) terminated employment with the Employers during
         such plan year under paragraph 9.1(a), (b), or (c).

For purposes of this subsection, "hours of service" shall mean hours of service
as described in subsection 2.1. Any employer discretionary contributions for a
plan year shall be due on the last day of the plan year and, if not paid by the
end of that plan year, shall be payable to the Trustee as soon as practicable
thereafter, without interest, but not later than the time prescribed by law for
filing the Company's Federal income tax return for such plan year, including
extensions thereof.

4.4. Payment of Acquisition Loans; Employer Loan Contributions. For each
quarterly accounting period during which an acquisition loan is outstanding, the
Trustee shall use any contributions made for such quarterly accounting period
pursuant to subsections 4.2 and 4.3 to make principal and interest payments then
due on the acquisition loan or loans outstanding at the end of such quarterly
accounting period. Each such payment by the Trustee will release shares of
Company stock from the unreleased share account to the released share account of
the Trust (such terms are defined in subsection 7.2). Company stock that is so
released will be allocated to participants' ESOP stock accounts as provided in
subsection 7.7.

         Subject to the conditions and limitations of the Plan, if, as of any
regular accounting date, (a) an acquisition loan remains outstanding and (b) the
contributions described above that are made for the quarterly accounting period,
after taking into account the use of dividends and earnings in accordance with
subsection 7.8(c), are insufficient to enable the Trustee to pay the principal
and interest due under such acquisition loan for such quarterly accounting
period, then the Employers shall make an additional "employer loan contribution"
to the Trustee for that quarterly accounting period, in an aggregate amount
equal to the amount of the insufficiency described herein. Any such employer
loan contribution shall be allocated in the manner described in paragraph 4.3(a)
or (b), as determined by the Company prior to the time such contribution is made
to the Trustee, but considering only income deferral contributions or earnings
for that plan year through the applicable regular accounting date. Any employer
loan contribution under the Plan for any quarterly accounting period shall be
paid to the Trustee in cash on the last day of the applicable quarterly
accounting period or as soon as practicable after the end of such quarterly
accounting period.

                                       11
<PAGE>   19

         If no acquisition loan is outstanding at the end of a quarterly
accounting period, the Trustee shall invest the contributions made for such
accounting period as directed by the Committee in accordance with Section 6 and
the terms of the trust.

4.5. Individual Employer's Share of Employer Contributions; Limitations on
Employers' Contributions. The Company shall determine each Employer's share of
employer contributions to be made pursuant to subsections 4.2, 4.3 and 4.4. The
certificate of an independent certified public accountant selected by the
Company as to the correctness of any amounts or calculations relating to the
employers' contributions under the Plan shall be conclusive on all persons. In
no event will an Employer's share of the employers' contributions described in
this Section 4 for any plan year cause the Employer's share of the employers'
contributions for that plan year to exceed an amount equal to the maximum amount
deductible on account thereof by that Employer for that year for purposes of
Federal taxes on income.

4.6. Form of Payment of Employer Contributions. Subject to the conditions and
limitations of the Plan, any employer matching contribution or employer
discretionary contribution shall be made in the form of cash or shares of
Company stock (as defined in subsection 5.1), as determined by the board of
directors of the Company in its sole discretion prior to the end of the plan
year or within a reasonable period of time after the end of the plan year. Any
such matching contribution or employer discretionary contribution that is made
in the form of cash, and designated as a cash contribution, shall be allocated
to the participants' employer matching contribution account or employer
discretionary contribution account, as applicable. Any such matching
contribution and discretionary contribution that is made in the form of Company
stock, or made in the form of cash and designated as a cash contribution to be
invested in Company stock, shall be allocated to the participants' ESOP stock
accounts or ESOP cash accounts to be invested in Company stock, as applicable.
Any shares of Company stock contributed to the Plan as an employer matching
contribution or employer discretionary contribution shall be valued at the fair
market value thereof as of the date or dates on which the contribution is made.



                                       12
<PAGE>   20


                                    SECTION 5

                        Company Stock; Acquisition Loans


5.1. Company Stock. For purposes of the Plan, the term "Company stock" shall
mean common stock issued by the Company that is readily tradable on an
established securities market; provided, however, if the Company's common stock
is not readily tradable on an established securities market, the term "Company
stock" shall mean common stock issued by the Company having a combination of
voting power and dividend rates equal to or in excess of (a) that class of
common stock of the Company having the greatest voting power and (b) that class
of common stock of the Company having the greatest dividend rights. Non-callable
preferred stock shall be treated as Company stock for purposes of the Plan if
such stock is convertible at any time into stock that is readily tradable on an
established securities market (or, if applicable, that meets the requirements of
(a) and (b) next above) and if such conversion is at a conversion price that, as
of the date of the acquisition by the Plan, is reasonable. For purposes of the
immediately preceding sentence, preferred stock shall be treated as non-callable
if, after the call, there will be a reasonable opportunity for a conversion that
meets the requirements of the immediately preceding sentence. Company stock
shall be held under the Trust only if such stock satisfies the requirements of
Section 407(d)(5) of ERISA.

5.2. Acquisition Loans. An "acquisition loan" means the issuance of notes, a
series of notes or other installment obligations incurred by the Trustee, in
accordance with the trust, in connection with the purchase of Company stock. The
term "financed shares" means shares of Company stock acquired by the Trustee
with the proceeds of an acquisition loan. The terms of each acquisition loan
shall meet the applicable requirements of Treasury Regulations Section
54.4975-7(b), including the requirements (a) that the loan bear a reasonable
rate of interest, be for a definite period (rather than payable on demand), and
be without recourse against the Plan and (b) that the only assets of the Plan
that may be given as collateral are financed shares purchased with the proceeds
of that loan or with the proceeds of a prior acquisition loan. The release of
financed shares is described in subsection 7.6.



                                       13
<PAGE>   21


                                    SECTION 6

              Investment of Participant and Employer Contributions


6.1.     Investment Options.

         (a) The Committee may designate, in its sole discretion, one or more
funds under the Trust for the investment of participants' account balances not
otherwise invested in Company stock. The Committee, in its discretion, may from
time to time designate or establish new investment funds or eliminate existing
investment funds. The funds designated by the Committee for this purpose
(including the CTFG stock fund, described below) shall be referred to herein as
the "investment funds."

         (b) The Committee shall maintain a "CTFG stock fund" until December 15,
1998, which fund shall hold the participants' investments transferred to the
Plan from the "Company Stock Fund" under the CTFG Profit Sharing Plan. The
Committee shall maintain the CTFG stock fund solely for the purpose of
permitting participants to hold their shares of CTFG stock and no future
contributions or investment transfers may be made to the CTFG stock fund. On or
before December 15, 1998, the participants will be required to redirect the
investment of their CTFG stock fund into one or more of the other investment
funds, in accordance with the procedures determined by the Committee.

         (c) Subject to the provisions of Section 19.2(g), the Committee shall
have the authority to direct the investment of the assets held in the employer
discretionary contribution account and the ESOP cash account.

         (d) The assets held in the Drovers transfer account shall be invested
in a commingled fund of certificates of deposit issued by one or more of the
Employers. Each such certificate of deposit will provide a rate of return equal
to the greater of (1) nine and one-half percent (9-1/2%) per annum, or (2) the
floating average of 18-month Treasury bill rates. The certificates of deposit
mature on each participant's 65th birthday, at which time the assets are
invested in the discretion of the Committee.

6.2. ESOP Stock Account Investments in Company Stock. On or prior to the
spin-off date, the Trustee of the CTFG ESOP will transfer to the Plan from the
CTFG ESOP shares of CTFG common stock, which will be held in the participants'
ESOP stock accounts. On the spin-off date, the Trustee will have the right to
exchange the shares of CTFG common stock held in the participants' ESOP stock
accounts for shares of Company stock. (The shares of Company stock received by
the Trustee in exchange for the shares of CTFG common stock on the spin-off date
are referred to herein as the "Spin-Off Shares.")

         Employer contributions under subsections 4.2, 4.3, or 4.4, made on or
after the spin-off date that are used to repay an acquisition loan shall be
invested in Company stock through the release of financed shares and the
crediting of such shares to participants' accounts (as described in subsections
7.6 and 7.7). If an acquisition loan is not outstanding, the Committee may
direct 



                                       14
<PAGE>   22

the Trustee to invest the contributions made under subsections 4.2 and
4.3 in Company stock, in accordance with the provisions of subsection 4.6.

6.3. Participants' Investment Elections. Participants' investment elections with
respect to the investment funds and Company stock shall be made as follows:

     (a) Participant contributions. Participants may elect to invest their
         existing account balances (other than their ESOP stock and cash
         accounts and employer discretionary accounts) and future income
         deferral contributions, rollover contributions, and loan repayments in
         one or more of the investment funds (other than the CTFG stock fund).
         Subject to the provisions of this subparagraph (a), the participant's
         investment elections in effect under the CTFG Profit Sharing will
         remain in effect under the Plan on and after the effective date until
         changed by the participant in accordance with the provisions of the
         Plan. Effective October 31, 1996, each participant's election to invest
         in the CTFG stock fund in effect on that date will be deemed to be an
         election under the Plan to invest in the Money Market Fund. Except as
         provided in subsection 6.4, participants shall not be entitled to
         transfer their account balances in their ESOP stock accounts to the
         investment funds. If no investment election is in effect with respect
         to a participant, the participant's contributions made pursuant to
         Section 3 and loan repayments will be invested in the investment fund
         that is designated by the Committee for that purpose.

     (b) Committee procedures; election method. Each investment election made by
         a participant pursuant to this subsection shall be made in accordance
         with rules established by the Committee and shall be effective as
         determined by the Committee. Each election made pursuant to this
         subsection shall be in such dollar or percentage increments as shall be
         determined by the Committee. As determined by the Committee,
         participants may make investment or transfer elections under this
         subsection by the following methods: (i) by filing written elections on
         forms furnished by the Committee, (ii) by telephone through the
         telephone system established for such purpose, or (iii) by such other
         method as may be designated by the Committee.

6.4. Diversification of Investments in Company Stock. Pursuant to rules
established by the Committee, participants (including inactive participants) may
elect to diversify portions of their ESOP stock accounts, subject to the
following:

     (a) Each participant who has attained age 55 years and has at least ten
         years of participation in the Plan, including for such purposes, his
         years of participation in the CTFG ESOP, (a "qualified participant")
         may elect during each of the participant's qualified election periods
         (as defined in paragraph (c) below) to transfer to one or more of the
         investment funds up to twenty-five percent (fifty percent in the case
         of the participant's last qualified election period) of the qualified
         participant's ESOP stock account balance eligible for diversification
         (as described in paragraph (b) next below).



                                       15
<PAGE>   23

     (b) The portion of a qualified participant's ESOP stock account balance
         subject to diversification shall equal twenty-five percent (fifty
         percent in the case of the qualified participant's last qualified
         election period) of the total number of shares of Company stock
         allocated to the participant's ESOP stock account (including shares
         that the participant previously elected to diversify pursuant to this
         subsection), less the number of such shares previously diversified
         pursuant to the qualified participant's election under this subsection.
         In any one election, a qualified participant may diversify the entire
         remaining portion of his ESOP stock account balance eligible for
         diversification or a part of such diversifiable portion equal to any
         whole percentage of five percent or more of the applicable ESOP stock
         account balance.

     (c) For purposes of this subsection, a "qualified election period" means
         (i) the ninety-day period immediately following the last day of the
         first plan year in which the participant becomes a qualified
         participant and (ii) the ninety-day period immediately following the
         last day of each of the five plan years immediately following the first
         plan year in which the participant becomes a qualified participant. Any
         election made in accordance with the provisions of paragraph (a) next
         above with respect to any qualified election period shall be given
         effect as of the regular accounting date occurring ninety days after
         the end of that qualified election period.

     (d) The provisions of this subsection shall not apply to any participant if
         the value of the participant's ESOP stock balance (determined as of the
         regular accounting date immediately preceding the first day on which
         the participant would otherwise be entitled to make an election under
         this subsection) is $500 or less.

     (e) Any amounts transferred from Company stock to one or more of the
         investment funds under this subsection shall not be available for
         distribution in the form of Company stock (as otherwise allowed under
         subsection 12.3).



                                       16
<PAGE>   24


                                    SECTION 7

                                   Accounting


7.1. Participants' Accounts. The Committee shall maintain or cause to be
maintained under the Plan the following accounts in the name of each participant
(to the extent applicable):

     (a) Income deferral contribution account. An "income deferral contribution
         account" to reflect the participant's income deferral contributions
         made under the Plan, the participant's pre-tax contributions (if any)
         made under the CTFG Profit Sharing Plan or a predecessor plan (and
         earnings thereon) that have been transferred to this Plan, Benefit
         Credit Contributions made under the CTFG Profit Sharing Plan that have
         been transferred to this Plan, and the income, losses, appreciation,
         and depreciation attributable thereto (other than amounts invested in
         Company stock in accordance with Section 6). A participant shall be
         fully vested in his income deferral contribution account at all times.

     (b) Employer matching contribution account. An "employer matching
         contribution account" to reflect employer matching contributions made
         to the Plan on behalf of the participant (other than amounts invested
         in Company stock in accordance with Section 6) and the income, losses,
         appreciation, and depreciation attributable thereto. The employer
         matching contribution account shall be separated into: (i) the "vested
         employer matching contribution subaccount," which shall reflect the
         participant's base matching contributions, if any, and the base
         matching contributions and the excess matching contributions
         transferred from the CTFG Profit Sharing Plan, which shall become fully
         vested as of the spin-off date, and (ii) the "excess matching
         contribution subaccount," which shall reflect the participant's excess
         matching contributions, if any, made under this Plan.

     (c) Employer discretionary contribution account. An "employer discretionary
         contribution account" to reflect employer discretionary contributions
         made to the Plan on behalf of the participant (other than amounts
         invested in Company stock in accordance with Section 6) and the income,
         losses, appreciation and depreciation attributable thereto. The
         employer discretionary contribution account shall be separated into (i)
         the "vested employer discretionary contribution subaccount," which
         shall reflect the participant's employer base contributions transferred
         from the CTFG Profit Sharing Plan, if any, which shall be fully vested
         at all times, and employer excess contributions transferred from the
         CTFG Profit Sharing Plan, if any, which shall become fully vested as of
         the spin-off date, and (ii) the "employer discretionary contribution
         subaccount," which shall reflect the participant's employer
         discretionary contribution, if any, made under this Plan.

     (d) Supplemental contribution account. A "supplemental contribution
         account" to reflect the participant's supplemental contributions, if
         any, made under the CTFG Profit Sharing Plan prior to January 1, 1987.
         A participant shall be fully vested in his supplemental contribution
         account at all times.

                                       17
<PAGE>   25

         (e)      Drovers transfer account. A "Drovers transfer account" to
                  reflect the amount, if any, transferred from the Drovers Plan
                  (as defined in the CTFG Profit Sharing Plan) on behalf of the
                  electing participants. A participant shall be fully vested in
                  his Drovers transfer account at all times.

         (f)      Loan repayment account. A "loan repayment account" to reflect
                  the amounts repaid by the participant under a loan to the
                  participant from this Plan or a predecessor plan and the
                  income, losses, appreciation, and depreciation attributable
                  thereto.

         (g)      Rollover account. A "rollover account" to reflect any rollover
                  contributions credited to the participant's account and the
                  income, losses, appreciation, and depreciation attributable
                  thereto (other than amounts invested in Company stock in
                  accordance with Section 6).

         (h)      Vested transfer account. A "vested transfer account" to
                  reflect the participant's vested transfer contributions, if
                  any, and any income, losses, appreciation and depreciation
                  attributable thereto. The term "vested transfer" means an
                  amount directly transferred from the Trustee of another
                  tax-qualified retirement plan to this Plan to be held for the
                  benefit of a participant, except that the Committee will in no
                  event accept such a transfer from a tax-qualified retirement
                  plan to which section 401(a)(11)(B) of the Code is applicable.

         (i)      ESOP stock account. An "ESOP stock account" to reflect shares
                  of Company stock invested in accordance with Section 6 or
                  transferred from the unreleased share account and allocated to
                  the participant as a result of repayment of an acquisition
                  loan and to reflect any employer contributions under
                  subsections 4.2, 4.3, and 4.4 made in the form of Company
                  stock. The ESOP Stock Account shall be separated into: (i) the
                  "vested ESOP stock subaccount," which shall reflect the
                  participant's account balances transferred from the CTFG ESOP,
                  which shall be fully vested as of the spin-off date; and (ii)
                  the "regular ESOP stock subaccount," which shall reflect the
                  shares of Company stock transferred from the unreleased share
                  account and any employer contributions under subsections 4.2,
                  4.3 and 4.4 made in the form of Company stock.

         (j)      ESOP cash account. An "ESOP cash account" to reflect any
                  amounts to be invested in Company stock pursuant to Section 6,
                  employer cash contributions under subsection 4.4 and
                  subsections 4.2 or 4.3 that are designated to be invested in
                  Company stock in accordance with subsection 4.6, any cash
                  dividends on Company stock allocated and credited to the
                  participant's ESOP stock account (other than currently
                  distributable dividends), and any income, losses,
                  appreciation, or depreciation attributable thereto.

Each account described in paragraphs (a) through (h) above shall be divided into
separate subaccounts reflecting the portions of such accounts that are invested
in the investment funds described in subsection 6.1. In addition to the accounts
described above, the Committee may 



                                       18
<PAGE>   26

maintain such other accounts and subaccounts in the names of participants or
otherwise as the Committee may consider necessary or advisable. Except as
expressly modified, all accounts and subaccounts maintained for a participant
are referred to collectively as the participant's "accounts." The Committee may
establish such nondiscriminatory rules and procedures relating to the
maintenance, adjustment and liquidation of participants' accounts as the
Committee may consider necessary or advisable.

7.2. Trust Accounts. The Committee shall maintain or cause to be maintained in
the Trust the following fund accounts:

     (a) Unreleased share account. An "unreleased share account" to reflect the
         financed shares acquired by the Trustee with the proceeds of an
         acquisition loan prior to the transfer of such financed shares to the
         participants' ESOP stock accounts, any cash dividends attributable to
         such shares or transferred to the unreleased share account pursuant to
         subsection 7.6, and any temporary investment income attributable to
         such dividends.

     (b) Investment fund accounts. An "investment fund account" in the name of
         each investment fund to reflect the property held in such fund.

     (c) ESOP stock account and ESOP cash account. An "ESOP stock account" and
         an "ESOP cash account," as provided in subsection 7.1.

In addition to the unreleased share accounts and participants' accounts
described in subsection 7.1, the Committee may maintain or cause to be
maintained such other trust accounts and subaccounts as it considers advisable.

7.3. Accounting Dates; Accounting Periods; Quarterly Accounting Period. Each
June 30 and December 31 is a "semi-annual accounting date." Participants' ESOP
stock accounts and ESOP cash accounts (collectively "ESOP portion") shall be
adjusted on semi-annual accounting dates. Each March 31, June 30, September 30,
and December 31 is a "quarterly accounting date." Participants accounts that are
not part of the ESOP portion of the Plan shall be adjusted on quarterly
accounting dates. A "special accounting date" is any date designated as such by
the Committee and a special accounting date occurring under subsection 18.3. The
term "accounting date" includes a semi-annual accounting date, a quarterly
accounting date, a special accounting date, and, with respect to investment
funds adjusted more frequently than each quarterly accounting date, each date
such an investment fund is adjusted. The term "regular accounting date" means
the quarterly accounting dates. Any references to an "accounting period" ending
on a regular accounting date shall mean the period since the next preceding
regular accounting date. Any references to a "quarterly accounting period"
ending on a quarterly accounting date shall mean the period since the next
preceding quarterly accounting date.

7.4. Adjustment of Accounts in Investment Funds. Participants' accounts invested
in the various investment funds shall be maintained on the basis of dollar
values or units that may be converted to dollar values. Pursuant to rules
established by the Committee and applied on a uniform and nondiscriminatory
basis, participants' subaccounts in an investment fund will be adjusted not less
frequently than each regular accounting date to reflect the adjusted net worth
(as 


                                       19
                                       
<PAGE>   27

described below) of that fund as of such regular accounting date, including
adjustments to reflect any distributions, contributions, income, losses,
appreciation, or depreciation with respect to such subaccounts since the
previous accounting date on which such subaccounts were adjusted, provided any
income, losses, appreciation or depreciation shall be allocated after adjusting
for distributions and before adjusting for contributions since the last
accounting date. The "adjusted net worth" of an investment fund (other than a
mutual fund) as at any accounting date means the then net worth of that fund
(that is, the fair market value of the fund, less its liabilities other than
liabilities to persons entitled to benefits under the Plan) as reported to the
Trustee.

         Notwithstanding the foregoing, participants' subaccounts in an
investment fund may be adjusted more frequently than each regular accounting
date if such investment fund provides for more frequent adjustment of
participants' subaccounts. In that case, participants' subaccounts in that
investment fund will be adjusted at the times provided by the investment fund to
reflect any distributions, contributions, income, losses, appreciation, or
depreciation with respect to such subaccounts since the previous accounting
date. It is anticipated the participants' subaccount balances in an investment
fund composed only of a mutual fund will be adjusted as of the end of each
quarter.

         As of each accounting date, each participant's income deferral
contributions (if any) since the preceding accounting date (other than income
deferral contributions that a participant elects to invest in Company stock
after the date designated by the Company for such investments) shall be credited
to the participant's income deferral contribution account. A participant's
rollover contribution (if any) shall be credited to the participant's rollover
account as of the accounting date coincident with or immediately following the
date such rollover contribution is accepted by the Trustee. As of each
accounting date, the amount of a participant's repayment on a participant loan
for that accounting period will be credited to the participant's loan repayment
account. Contributions so credited shall be further credited to separate
subaccounts reflecting the participant's current election as to investment of
his participant contributions in one or more of the investment funds described
in subsection 6.1.

7.5. Crediting of Shares Related to the Spin-Off. On the spin-off date, the
shares of CTFG common stock held in the participants' ESOP stock accounts that
are exchanged for shares of Company stock in accordance with the first paragraph
of subsection 6.2 shall be credited to participant's ESOP stock accounts as of
the December 31, 1996 accounting date.

7.6. Transfer of Shares From Unreleased Share Account to Participants' ESOP
Stock Accounts. At the direction of the Committee, the Trustee shall use the
following to repay an acquisition loan:

     (a) Employer contributions under subsections 4.2, 4.3 and 4.4 made on or
         after the spin-off date and any investment income attributable to such
         contributions; and
     (b) Cash dividends paid on shares of Company stock, as provided in
         subsections 7.7 and 7.8, and any investment income attributable to such
         dividends.

The repayment of a acquisition loan shall cause a transfer of shares of Company
stock from the unreleased share account to the participants' ESOP stock accounts
in accordance with subsections 7.7 and 7.8 of each applicable accounting date.
The number of shares to be transferred shall be 


                                       20
<PAGE>   28

determined by multiplying the number of shares in the unreleased share account
by a fraction, the numerator of which is the principal and interest payments
during the applicable accounting period and the denominator of which is the sum
of the numerator plus the total projected principal and interest payments during
the remainder of the term of the acquisition loan. If the requirements of
Treasury Regulations Section 54.4975-7(b)(8)(ii) are satisfied, the phrase
"principal and interest" in the preceding sentence shall be replaced by the word
"principal."

7.7. Adjustment of ESOP Cash and Stock Accounts. Participants' ESOP cash
accounts and ESOP stock accounts shall be adjusted as follows:

     (a) Repayments of acquisition loans and purchase of Company stock. (i) For
         each quarterly accounting period, employer cash contributions under
         subsections 4.2, 4.3 and 4.4 that are used to repay an acquisition loan
         and release shares of Company stock from the unreleased share account
         in accordance with subsection 7.6 shall be credited as of the
         applicable accounting date to the participants' ESOP stock accounts in
         accordance with the provisions of subsection 4.2 or 4.3, as applicable;
         (ii) For each quarterly accounting period, employer cash contribution
         under subsections 4.2 and 4.3 that are designated to be invested in
         shares of Company stock shall be credited as of the applicable
         accounting date to the participants' ESOP cash accounts in accordance
         with the provisions of subsection 4.2 or 4.3, as applicable. Upon the
         purchase of Company stock with such cash, an appropriate number of
         shares of Company stock shall be credited to the participants' ESOP
         stock accounts, and the participants' ESOP cash accounts shall be
         charged by the amount of the cash used to buy such Company stock.

     (b) Dividends. (i) Subject to the provisions of subsection 7.8, cash
         dividends on shares of Company stock in the unreleased stock account
         shall be used to repay the outstanding acquisition loan and the
         released shares shall be credited to the participants' ESOP stock
         accounts in accordance with the provisions of subsection 4.2 or 4.3, as
         determined by the Company in its sole discretion. (ii) Subject to the
         provisions of subsection 7.8, the Committee shall credit to the
         participants' ESOP cash accounts any cash dividends paid to the Trustee
         on shares of Company stock held in the participants' ESOP stock
         accounts as of the record date. Such cash dividends credited to the
         participants' ESOP cash accounts shall be applied as soon as
         practicable first to the repayment of any amount due during or prior to
         that accounting period on an acquisition loan. If no amount is due on
         an acquisition loan, such cash dividends may, as determined in the
         discretion of the Committee, be used to either prepay any acquisition
         loan, purchase shares of Company stock, or be paid to the participants
         as described in paragraph 7.8(b). The Committee shall credit an
         appropriate number of shares of Company stock to the ESOP stock account
         of such participant, and the participant's ESOP cash account shall then
         be charged by the amount of cash used to repay an acquisition loan or
         used to purchase such Company stock for the participant's ESOP stock
         account or as applicable.

     (c) Employer contributions in shares of Company stock. For any quarterly
         accounting period in which the employer contributions under subsection
         4.2 or 4.3 is made in 



                                       21
<PAGE>   29

         the form of shares of Company stock, such stock shall be credited to
         the participants' ESOP stock accounts as of the applicable accounting
         date, in accordance with the provisions of subsection 4.2 or 4.3, as
         applicable.

     (d) Appreciation, depreciation, etc. As of each accounting date, before the
         allocation of any employer contributions under subsections 4.2, 4.3, or
         4.4 made in cash, any appreciation, depreciation, income, gains or
         losses in the fair market value of the participants' ESOP cash accounts
         shall be allocated among and credited to the ESOP cash accounts of
         participants, pro rata, according to the balance of each ESOP cash
         account as of the immediately preceding accounting date, reduced in
         each case by the amount of any charge to such ESOP cash account since
         the next preceding accounting date. Any gain or loss realized by the
         Trustee on the sale of Company stock will be allocated to the ESOP cash
         accounts of participants, pro rata, according to the balance of
         participants' ESOP stock accounts, as of the next preceding accounting
         date.

7.8. Dividends on Company Stock.  The following shall apply with respect to 
dividends on Company stock:

     (a) Dividends credited to ESOP cash accounts. Any cash dividends paid with
         respect to shares of Company stock allocated to participants' ESOP
         stock accounts or held in the unreleased share account may, as
         determined by the Committee, be allocated among and credited to
         participants' ESOP cash accounts in accordance with paragraph 7.7(b).

     (b) Dividends paid to participants. Any cash dividends paid with respect to
         shares of Company stock allocated to participants' ESOP stock accounts
         may, as determined by the Committee, be either paid by the Company
         directly in cash to participants on a non-discriminatory basis or paid
         to the Trustee and distributed by the Trustee to the participants no
         later than ninety days after the end of the plan year in which paid to
         the Trustee.

     (c) Dividends used to repay acquisition loan. To the extent permitted by
         applicable law, any cash dividends paid with respect to shares of
         Company stock allocated to participants' ESOP stock accounts or held in
         the unreleased share account may (as required by applicable acquisition
         loan documentation or, if not so required, as determined in the sole
         discretion of the Committee) be used to repay the principal balance of
         an outstanding acquisition loan or interest thereon in whole or in
         part, or to purchase additional shares of Company stock as provided in
         paragraph 7.7(b). Financed shares released from the unreleased stock
         account by reason of dividends paid with respect to such Company stock
         shall be allocated to participants' ESOP stock accounts as follows:

         (i)  First, financed shares with a fair market value at least equal to
              the dividends paid with respect to the Company stock allocated to
              participants' ESOP stock accounts shall be allocated among and
              credited to the ESOP stock accounts of such participants, pro
              rata, 


                                       22
<PAGE>   30

              according to the number of shares of Company stock held in
              such accounts on the dividend declaration date; and

         (ii) Next, any remaining financed shares released from the unreleased
              share account shall be allocated among and credited to the ESOP
              stock accounts of all participants, pro rata, according to each
              participant's earnings.

7.9. Temporary Investment of Cash in Trust. At the direction of the Committee,
cash held in the unreleased share account or participants' ESOP cash accounts
under the Trust will be invested by the Trustee, to the extent practicable, in
short term securities or cash equivalents having ready marketability or as
otherwise provided in the trust agreement. Temporary investment income resulting
from such investments shall be credited to the account to which it pertains. The
term "temporary investment income" means income resulting from the temporary
investment of, income deferral contributions, employer contributions, cash
dividends and any other amounts.

7.10. Fair Market Value of Company Stock. For purposes of the Plan and trust,
the fair market value of Company stock shall be determined, at least once each
plan year, by an independent appraiser, as defined in Section 401(a)(28) of the
Code, in accordance with the terms of the Trust and the provisions of Section
3(18) of ERISA; provided, however, that the Spin-Off Shares, as defined in
subsection 6.2, shall be valued in accordance with the methodology used by the
independent appraiser to value the Spin-Off Shares for the purpose of the
exchange including the application of the enterprise value of the Company.

7.11. Stock Dividends, Stock Splits and Capital Reorganizations Affecting ESOP
Shares. Shares of Company stock received by the Trustee that are attributable to
stock dividends, stock splits or to any reorganization or recapitalization of
the Company shall be credited to the unreleased share account, if attributable
to shares held in that account, or shall be credited to the released share
account (including participants' ESOP stock accounts) if attributable to shares
held in the released share account, so that the interests of participants
immediately after any such stock dividend, split, reorganization or
recapitalization are the same as such interests immediately before such event.

7.12. ESOP Share Records. The Committee shall maintain or cause to be maintained
records as to the number and cost of shares of Company stock acquired or
transferred by or within the Trust in accordance with the applicable provisions
of this Section 7.

7.13. Statement of Accounts. The Committee will provide each participant with a
statement reflecting the balances in the participant's accounts under the Plan
at such times as are established by the Committee. No participant, except a
person authorized by the Company or the Committee, shall have the right to
inspect the records reflecting the accounts of any other participant.

7.14. Multiple Acquisition Loans. If more than one acquisition loan to the
Trustee becomes outstanding at any time, the foregoing provisions of this
Section 7 and other provisions of the Plan shall be modified by the Committee to
the extent it deems necessary or appropriate to reflect such additional
acquisition loan or loans.


                                       23

<PAGE>   31
                                    SECTION 8

                      Contribution and Benefit Limitations


8.1. Contribution Limitations. For each limitation year, the "annual addition"
(as defined below) to a participant's accounts shall not exceed the lesser of
$30,000 (or, if greater, 1/4 of the dollar limitation in effect under Section
415(b)(1)(A) of the Code for that limitation year) or twenty-five percent of the
participant's compensation (as defined in Treasury Regulations Section
1.415-2(d)) during that limitation year. Effective January 1, 1998, for purposes
of this subsection, the term "compensation" shall include any elective deferrals
(as defined in Code Section 402(g)(3)) made by the participant and any amount
which is contributed or deferred by the Employer at the election of the
participant and which is not includible in the gross income of the participant
by reason of Code Section 125. Reference herein to a "limitation year" means the
plan year (or, with respect to the 1996 plan year, the period commencing on
January 1, 1996 and ending on December 31, 1996). The term "annual addition" for
any limitation year means the sum of the participant contributions (other than
rollover contributions) under Section 3, employer contributions under
subsections 4.2, 4.3, and 4.4, corrective deferral contributions described in
subsection 8.5, and corrective matching contributions described in subsection
8.6 that are credited to a participant's accounts for that limitation year. As
determined by the Committee on a uniform basis for all participants for a
limitation year, each participant's annual addition for a limitation year shall
be calculated either (i) on the amount of contributions credited to the
participant's accounts and not on the basis of the fair market value of Company
stock or other property credited to the participant's accounts by reason of such
contributions or (ii) on the amount of contributions credited to the
participant's accounts with respect to amounts invested in the investment funds
and on the basis of the fair market value of Company stock credited to the
participant's accounts with respect to contributions invested or to be invested
in Company stock. If it is anticipated that a participant's annual addition may
exceed the limitations of this subsection, the Committee shall reduce a
participant's annual addition to the extent necessary in accordance with the
following:

         (a)  First, reduce the participant's income deferral contributions in
              excess of the percentage matched by the Employer pursuant to
              subsection 4.2 to the extent necessary to meet the above
              limitations. The Committee may suspend a participant's income
              deferral contributions for the limitation year or direct the
              Trustee to distribute to the participant the amount of income
              deferral contributions that cannot be allocated to the
              participant's income deferral contribution account for the
              limitation year. If any income deferral contributions are
              distributed to the participant, such distribution shall include
              any earnings attributable to such income deferral contributions.

         (b)  Next, reduce, in proportion, the income deferral contributions
              made by the participant that are matched by the Employer pursuant
              to subsection 4.2 and the employer matching contributions
              attributable to such income deferral contributions. The Committee
              may suspend a participant's income deferral contributions for the
              limitation year or direct the Trustee to distribute to the
              participant the amount of income deferral contributions that
              cannot be allocated to 

                                       24
<PAGE>   32
         the participant's income deferral contribution account for the 
         limitation year. If any income deferral contributions are distributed
         to the participant, such distribution shall include any earnings
         attributable to such income deferral contributions. The amount of
         employer matching contributions that cannot be allocated to  the
         participant's accounts shall be applied to reduce employer matching or
         discretionary contributions in succeeding limitation years in order of
         time.
        
     (c) Finally, in accordance with procedures established by the Committee,
         reduce such participant's share for that limitation year of the
         employer matching contributions, employer discretionary contributions,
         employer loan contributions, corrective deferral contributions, or
         corrective matching contributions to the extent necessary to meet the
         above limitations. The amount of any employer contributions that cannot
         be allocated to a participant's accounts shall be applied to reduce
         employer matching or discretionary contributions in succeeding
         limitation years in order of time.

8.2. Combined Contribution Limitations. If a participant in this Plan also is a
participant in a defined benefit plan maintained by an Employer or a Controlled
Group Member, the aggregate benefits payable to, or on account of, the
participant under both plans will be determined in a manner consistent with
Section 415 of the Code and Section 1106 of the Tax Reform Act of 1986.
Accordingly, there will be determined with respect to the participant a defined
contribution plan fraction and a defined benefit plan fraction in accordance
with such Sections 415 and 1106. The benefits provided for the participant under
this Plan and the defined benefit plan will be adjusted to the extent necessary
so that the sum of such fractions determined with respect to the participant
does not exceed 1.0. Effective January 1, 2000, this subsection 8.2 will have no
effect.

8.3. Combining of Plans. In applying the limitations set forth in subsections
8.1 and 8.2, reference to this Plan shall mean this Plan and all other defined
contribution plans (whether or not terminated) ever maintained by the Employers
and the Controlled Group Members, and reference to a defined benefit plan
maintained by an Employer shall include all defined benefit plans (whether or
not terminated) ever maintained by the Employers and the Controlled Group
Members. It is intended that in complying with the requirements of subsections
8.1 and 8.2, a participant's benefits under this Plan shall be limited after the
participant's benefits under any other defined contribution plan maintained by
the Employers are limited and after the participant's benefits under any defined
benefit plan maintained by the Employers are limited, unless such other plan
provides otherwise.

8.4. Dollar Limitation on Income Deferral Contributions. In no event shall the
participant's income deferral contributions for any calendar year exceed $9,500
(or such greater amount as the Secretary of the Treasury shall specify from time
to time pursuant to Code Section 402(g)(5)). As of each December 31, the
Committee shall determine the total income deferral contributions made by each
participant during the calendar year ending on that December 31. In the event
that such total for a participant exceeds the amount specified pursuant to Code
Section 402(g)(5), such excess income deferral contributions ("excess
deferrals") (and any income thereon 



                                       25
<PAGE>   33

determined in accordance with subsection 8.9) shall be paid to the participant
by the following April 15.

8.5. Percentage Limitation on Income Deferral Contributions. In no event shall
the average deferral percentage (as defined below) of the highly compensated
participants (as defined in subsection 8.7) for any plan year exceed the greater
of:

     (a) the average deferral percentage of all other eligible employees for the
         preceding plan year multiplied by 1.25; or

     (b) the average deferral percentage of all other eligible employees for the
         preceding plan year multiplied by 2.0; provided that the average
         deferral percentage of the highly compensated participants does not
         exceed that of all other eligible employees by more than two percentage
         points.

The "average deferral percentage" of a group of eligible employees for a plan
year means the average of the ratios (determined separately for each eligible
employee in such group) of A to B where A equals the sum of the income deferral
contributions actually paid to the Trust on behalf of such eligible employee for
such plan year, and B equals the eligible employee's testing compensation (as
described below) received by the employee for the portion of such plan year
during which the employee participated in the Plan or was eligible to
participate in the Plan. For purposes of this subsection, the Committee shall
determine the testing compensation of each and every eligible employee for a
plan year under any definition of compensation that satisfies the requirements
of Section 414(s) of the Code and the regulations thereunder. The Committee
shall determine whether the foregoing limitation will be satisfied and, to the
extent necessary to ensure compliance with such limitation, shall reduce the
income deferral contributions of highly compensated participants. If for a plan
year the income deferral contributions made on behalf of highly compensated
participants exceed the foregoing limitation ("excess income deferral
contributions"), such excess income deferral contributions shall be corrected by
using one or both of the following measures:

     (c) The Company may, in its sole discretion, direct the Employers to make
         contributions on behalf of participants who are not highly compensated
         participants in such an amount as will satisfy the foregoing limitation
         ("corrective deferral contributions"). The corrective deferral
         contributions, if any, made by the Employers pursuant to this paragraph
         shall be allocated to all participants (i) who are not highly
         compensated participants for such plan year, (ii) made income deferral
         contributions during such plan year, and (iii) either completed at
         least 1,000 hours of service in such plan year and are employed by the
         Employers on the last day of such plan year or terminated employment
         with the Employers during such plan year under paragraph -- 9.1(a),
         (b), or (c). The Employers' corrective deferral contributions for a
         plan year shall be allocated to eligible participants in proportion to
         such participants' income deferral contributions for the plan year. Any
         corrective deferral contributions shall be credited to eligible
         participants' income deferral contribution accounts and invested in
         accordance with each such participant's election in effect for the
         participant's income deferral contributions.

                                       26
<PAGE>   34

     (d) Excess income deferral contributions (and any income thereon determined
         in accordance with subsection 8.9) will be refunded to the highly
         compensated participants (in the order of their average deferral
         amount, beginning with the highest amount) to the extent necessary to
         meet such limitation, generally within two and one-half months after
         the end of that plan year but in no event later than the last day of
         the first plan year beginning after that plan year. Employer matching
         contributions attributable to excess income deferral contributions
         distributed to a highly compensated participant will be forfeited.
         Employer matching contributions forfeited under this subparagraph will
         be reallocated to eligible participants described in subparagraphs
         (c)(i), (ii) and (iii) above, in proportion to their income deferral
         contributions for the plan year.

8.6. Percentage Limitation on Employer Matching Contributions. In no event shall
the contribution percentage (as defined below) of the highly compensated
participants (as defined in subsection 8.7) for any plan year exceed the greater
of:

     (a) the contribution percentage of all other eligible employees for the
         preceding plan year multiplied by 1.25; or

     (b) the contribution percentage of all other eligible employees for the
         preceding plan year multiplied by 2.0; provided that the contribution
         percentage of the highly compensated participants does not exceed that
         of all other eligible employees by more than 2 percentage points.

The "contribution percentage" of a group of eligible employees for a plan year
means the average of the ratios (determined separately for each eligible
employee in such group) of A to B where A equals the employer matching
contributions (including discretionary matching contributions allocated under
paragraph 4.3(a)) made on behalf of such eligible employee for such plan year,
and B equals the eligible employee's testing compensation (as described below)
received by the employee for the portion of such plan year during which the
employee participated in the Plan or was eligible to participate in the Plan.
For purposes of this subsection, the Committee shall determine the testing
compensation of each and every eligible employee for a plan year under any
definition of compensation that satisfies the requirements of Section 414(s) of
the Code and the regulations thereunder. If for a plan year the employer
matching contributions made by or on behalf of highly compensated participants
exceed the foregoing limitation ("excess aggregate contributions"), such excess
aggregate contributions shall be corrected by using one or both of the following
measures:

     (c) The Company may, in its sole discretion, direct the Employers to make
         contributions on behalf of participants who are not highly compensated
         participants in such an amount as will satisfy the foregoing limitation
         ("corrective matching contributions"). The corrective matching
         contributions, if any, made by the Employers pursuant to this paragraph
         shall be allocated to all participants who meet the requirements
         described in subparagraphs 8.5(c)(i), (ii), and (iii) for the plan
         year, in proportion to such participants' income deferral contributions
         for the plan year. Any corrective matching contributions shall be
         credited to participants' 


                                       27
<PAGE>   35

         accounts and invested in accordance with the provisions of Section 6
         relating to employer matching contributions. Notwithstanding subsection
         11.2 to the contrary, any corrective matching contributions allocated
         to a participant's accounts will be fully vested and nonforfeitable at
         all times.

     (d) The Committee may direct that such excess aggregate contributions, and
         any income thereon determined in accordance with subsection 8.9, be
         distributed to the highly compensated participants to the extent vested
         (in the order of their contribution amounts beginning with the highest
         amounts), or if not vested shall be forfeited, to the extent necessary
         to meet the limitation of this subsection. (Forfeitures under this
         subparagraph will be reallocated to eligible participants described in
         subparagraphs 8.5(c)(i), (ii) and (iii), in proportion to their income
         deferral contributions for the plan year.) If excess aggregate
         contributions made by or on behalf of a highly compensated participant
         (and any income thereon determined in accordance with subsection 8.9)
         are to be distributed to the participant, such distribution generally
         will be made within two and one-half months after the end of that plan
         year but in no event later than the last day of the first plan year
         beginning after that plan year.

8.7. Highly Compensated Participant. A "highly compensated participant" means an
eligible employee who is a "highly compensated participant" as defined in
Section 414(q) of the Code. A highly compensated participant shall be any
eligible employee who during the applicable plan year:

     (a) was a 5 percent owner of an Employer or a Controlled Group Member;

     (b) received compensation from an Employer or a Controlled Group Member of
         more than $75,000 (or such greater amount as may be determined by the
         Commissioner of Internal Revenue);

     (c) received compensation from an Employer or a Controlled Group Member of
         more than $50,000 (or such greater amount as may be determined by the
         Commissioner of Internal Revenue) and was in the top-paid twenty
         percent of employees; or

     (d) was an officer of an Employer or a Controlled Group Member (or both)
         receiving compensation greater than fifty percent of the limitation in
         effect under Section 415(b)(1)(A) of the Code; provided, that for
         purposes of this paragraph, no more than fifty employees of the
         Employers and the Controlled Group Members (or, if lesser, the greater
         of three employees or ten percent of employees) shall be treated as
         officers.

Effective January 1, 1997, the term "highly compensated employee" means any
employee defined in Code Section 414(q), which includes any employee who:

                                       28
<PAGE>   36

     (a) was at any time a 5% owner (as defined in Section 416(i) of the Code)
         of any Employer or any Controlled Group Member during the year or the
         preceding year, or;

     (b) for the preceding year:

         (i) received compensation from an Employer or any Controlled Group
             Member in excess of $80,000, and

         (ii) if the Company elects, was in the top-paid group of employees for
             such preceding year.

For purposes of this subsection, an employee's compensation for a plan year
shall be the employee's compensation for such plan year for services rendered to
the Employers and the Controlled Group Members as reported on the employee's
Federal wage and tax statement (Form W-2), but including the employee's elective
deferral contributions made pursuant to Sections 125 and 401(k) of the Code
(including income deferral contributions made under this Plan). For purposes of
paragraph (c) next above, the term "top-paid twenty percent of employees" means
the top-paid twenty percent of the employees of the Employers and the Controlled
Group Members, exclusive of (i) employees who have not completed six months of
service with the Employers or the Controlled Group Members, (ii) employees who
normally work less than seventeen and one-half hours per week, (iii) employees
who normally work not more than six months during any plan year, (iv) employees
who have not attained age twenty-one years, (v) except to the extent provided in
applicable Treasury Regulations, employees who are included in a unit of
employees covered by an agreement that the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and an
Employer, and (vi) employees who are nonresident aliens and who receive no
earned income (within the meaning of Section 911(d)(2) of the Code) from the
Employers that constitutes income from sources within the United States (within
the meaning of Section 861(a)(3) of the Code). A former employee shall be
treated as a highly compensated participant if such employee was a highly
compensated participant when such employee separated from service or such
employee was a highly compensated participant at any time after attaining age 55
years.

Prior to January 1, 1997, for purposes of this subsection, if any eligible
employee is a member of the family of a five percent owner of an Employer or a
highly compensated participant who is in the group consisting of the ten highly
compensated participants of an Employer paid the greatest compensation during
the calendar year, such individual shall not be considered a separate employee
and any compensation of such individual shall be treated as if it were paid to
the five percent owner or the highly compensated participant. The term "family"
shall mean with respect to any employee, such employee's spouse and lineal
ascendants and descendants and the spouses of such lineal ascendants and
descendants.

8.8. Multiple Use of Alternative Limitations. Multiple use of the alternative
limitations described in paragraph 8.5(b) and paragraph 8.6(b) shall be tested
in accordance with Treasury Regulations Section 1.401(m)-2. If multiple use
occurs for any plan year, such multiple use will be corrected in the manner
described in Treasury Regulations Section 1.401(m)-1(e).

                                       29
<PAGE>   37

8.9. Calculating Income Allocable to Excess Deferrals, Excess Aggregate
Contributions, and Excess Income Deferral Contributions. The income allocable to
a distribution to a participant of excess deferrals, excess income deferral
contributions, or excess aggregate contributions (as required under subsection
8.4, 8.5, 8.6, or 8.8, respectively) shall be determined as follows:

         (a) Income for the plan year. The income allocable to a participant's
             excess deferrals, excess income deferral contributions, or excess
             aggregate contributions, as the case may be, for the plan year in
             which such excess amount arose shall be determined by multiplying
             the income allocable for that plan year to the participant's income
             deferral contribution account or employer matching contribution
             account, as applicable, by a fraction. The numerator of the
             fraction is the excess amount to be distributed. The denominator of
             the fraction is the total balance in the applicable account of the
             participant, as determined as of the end of that plan year, to
             which such excess amount was credited. Such account balance shall
             be reduced by the gain and increased by the loss allocable to such
             account balance for that plan year.

         (b) Income for the gap period. No income will be allocated to any
             excess deferrals, excess income deferral contributions, or excess
             aggregate contributions to be distributed to a participant for the
             period between the end of the plan year in which such excess amount
             arose and the date of distribution of such excess amount.

8.10.    Special Testing Rules.

         (a) Family aggregation. For the period prior to January 1, 1997, for
             purposes of nondiscrimination testing under subsections 8.5 and
             8.6, as well as for purposes of required correction of excess
             amounts determined as a result of such testing, family members (as
             defined in subsection 8.7) of a highly compensated participant who
             is either a five percent owner of an Employer or a Controlled Group
             Member or one of the ten most highly compensated participants of
             the Employers and the Controlled Group Members for any plan year
             shall not be treated as separate participants. Such family members,
             together with such highly compensated participant, shall be
             considered a "family group" and shall be treated as follows:

             (i)  Family group ratio. For purposes of determining deferral
                  ratios under subsection 8.5 and contribution ratios under
                  subsection 8.6, the family group shall be treated as a single
                  highly compensated participant having a ratio for a plan year
                  equal to the greater of: (A) the ratio determined for all
                  members of the family group who are highly compensated
                  participants and (B) the ratio determined for all members of
                  the family group.

             (ii) Correction of excess amounts attributable to a family group.
                  For purposes of correcting excess amounts determined under
                  subsections 8.5 and 8.6, if a family group has excess income
                  deferral contributions or excess aggregate contributions, the
                  excess income deferral contributions or excess aggregate
                  contributions resulting from the required reduction in the
                  ratio 



                                       30
<PAGE>   38
                        of the family group shall be allocated among all 
                        members of the family group in proportion to their 
                        income deferral contributions or their employer 
                        matching contributions, whichever are applicable.

         (b)      Disaggregation of Plan. For purposes of subsections 8.5, 8.6,
                  and 8.8, the Plan shall be disaggregated in accordance with
                  Treasury Regulations Section 1.410(b)-7(c)(2).



                                       31
<PAGE>   39


                                    SECTION 9

                             Period of Participation


9.1. Settlement Date. A participant's "settlement date" will be the date on
which his employment with the Employers and the related companies is terminated
because of the first to occur of the following events:

     (a) Normal Retirement. The participant retires or is retired from the
         employ of the Employers and the related companies on or after the date
         on which he attains age 65 years.

     (b) Disability Retirement. The participant is retired on account of
         permanent disability when the Company determines, based upon an
         independent doctor's examination and certificate, that a participant is
         under such physical or mental disability that he is no longer capable
         of rendering satisfactory service to the Company. This determination
         will be made in a nondiscriminatory manner to all participants.

     (c) Death. The participant's death.

     (d) Resignation or Dismissal. The participant resigns or is dismissed from
         the employ of the Employers and the related companies before retirement
         in accordance with paragraph (a) or (b) next above.

If a participant is transferred from employment with an Employer to employment
with a Controlled Group Member that is not an Employer, then for purposes of
determining when the participant's settlement date occurs under this subsection,
the participant's employment with such Controlled Group Member (or any
Controlled Group Member to which the participant is subsequently transferred)
shall be considered as employment with the Employers.

9.2. Restricted Participation. If (i) a participant's settlement date has
occurred but full payment of all of the participant's account balances has not
yet been made, or (ii) a participant transfers to a Controlled Group Member that
is not an Employer under the Plan, the participant or the participant's
beneficiary will be treated as a participant for purposes of the Plan, except as
follows:

     (a) The participant (or beneficiary) may not make any income deferral
         contributions or rollover contributions and may not share in any
         Employer contributions, except as specifically provided in subsections
         4.2, 4.3, 8.5, and 8.6.
     (b) The participant's beneficiary cannot designate a beneficiary under
         subsection 12.7 and may not obtain a loan under subsection 10.3.

If a participant subsequently again satisfies the requirements for participation
in the Plan, the participant will become an active participant in the Plan on
the date the participant satisfies such requirements.

                                       32
<PAGE>   40


                                   SECTION 10

                  In-Service Withdrawals and Participant Loans


10.1. Hardship Withdrawals. Subject to the limitations set forth below, a
participant whose settlement date has not occurred may request a hardship
withdrawal from the participant's income deferral contribution account by filing
a written request with the Committee to make such a withdrawal. A participant's
request for a hardship withdrawal must include such evidence as may be deemed
necessary by the Committee. Such request shall be filed with the Committee at
such time and in such manner as the Committee may determine. A hardship
withdrawal made under this subsection shall be subject to the following terms
and conditions:

     (a) A participant may withdraw all or any portion of the income deferral
         contributions (including any pre-tax contributions under a predecessor
         plan) credited to the participant's income deferral contribution
         account (but not any earnings thereon that were credited after December
         31, 1988, to the participant's account under the Plan or under a
         predecessor plan).

     (b) A hardship withdrawal may be made only on account of one of the
         following immediate and heavy financial needs of a participant:

         (i)     Payment of unreimbursed medical expenses described in Section
                 213(d) of the Code previously incurred by the participant, the
                 participant's spouse, or any dependents of the participant (as
                 defined in Section 152 of the Code) or payment of unreimbursed
                 expenses necessary for these persons to obtain medical care
                 described in Section 213(d);

         (ii)    Purchase (excluding mortgage payments) of the principal
                 residence of the participant;

         (iii)   Payment of post-secondary tuition expenses and room and board
                 expenses for the participant, the participant's spouse, or the
                 participant's dependents;

         (iv)    Prevention of the eviction of the participant from the
                 participant's principal residence or prevention of the
                 foreclosure on the mortgage on the participant's principal
                 residence;

   (c)   A hardship withdrawal shall not be in excess of the amount
         necessary to satisfy the immediate and heavy financial need of
         the participant. In accordance with such rules and procedures
         as the Committee may establish, the amount of a hardship
         withdrawal may include the amount necessary to pay any
         Federal, state, or local income taxes or penalties reasonably
         anticipated to result from the withdrawal. A hardship
         withdrawal will not be permitted if the participant's
         immediate and heavy financial need could be satisfied from
         other sources reasonably available to the participant.


                                       33
<PAGE>   41

     (d) If (i) a participant elects to withdraw an amount pursuant to this
         subsection and (ii) the participant's income deferral contribution
         account is invested in more than one investment fund, the amount to be
         withdrawn shall be withdrawn from the investment funds in the order
         determined by the Committee for withdrawals from the Plan.

     (e) If a participant elects to withdraw an amount pursuant to this
         subsection, his ability to make income deferral contributions will be
         suspended for a period of 12 months following the date of the
         withdrawal.

The Committee may rely on a participant's written representation as to the
satisfaction of the requirements of paragraphs (b) and (c).

10.2. In-Service Withdrawal. A participant who has attained age 65 may receive a
distribution of all or a portion (in increments of 10 percent) from vested
amounts credited to the participant's accounts (other than the participant's
ESOP stock account and ESOP cash account) by filing a request in writing with
the Committee in accordance with procedures established by the Committee, in its
sole discretion. A request for withdrawal shall be effective as of the
accounting date coincident with or next following the date the request is
delivered to the Committee and the distribution shall be made as soon as
practical thereafter. A participant shall be limited to two (2) in-service
withdrawals in any twelve month period.

10.3. Loans to Participants. Although the primary purpose of the Plan is to
allow participants to accumulate funds for retirement, it is recognized that
under some circumstances it would be in the best interest of participants to
permit loans to be made to them from certain of their accounts under the Plan.
Accordingly, the Committee may (pursuant to such nondiscriminatory rules as the
Committee may from time to time establish and uniformly apply, which rules are
hereby incorporated into and made a part of the Plan), approve a loan to a
participant, subject to the following:

     (a) Terms and conditions of loans. All loans shall be subject to the
         following terms and conditions:

         (i)     A loan will be made to a participant only for the purposes
                 described in paragraph 10.1(b). A participant shall provide the
                 Committee with such evidence as the Committee may require to
                 determine the loan is for such purpose. Each request for a loan
                 must be made on a form furnished by the Committee and filed
                 with the Committee at such time and in such manner as the
                 Committee may determine. The spouse of a participant must
                 consent to a loan if required under Treasury Regulations
                 1.401(a)-20 with respect to amounts transferred to this Plan
                 from a predecessor plan.

         (ii)    A loan may not be made to a participant after the participant's
                 settlement date or after the participant transfers employment
                 to a Controlled Group Member. If a participant's settlement
                 date or transfer to a Controlled Group Member should occur
                 after the participant has requested a loan but before 



                                       34
<PAGE>   42

                 the loan is actually made to the participant, the participant's
                 request for a loan automatically will be cancelled.

         (iii)   Each loan shall be evidenced by a note in a form furnished by
                 the Committee and shall bear interest at the rate that is in
                 effect on the date of the loan. The interest rate for loans
                 shall be determined by the Committee no less frequently than
                 quarterly based on appropriate factors in accordance with
                 Department of Labor regulations.

         (iv)    Each participant may have no more than one loan outstanding at
                 any time.

         (v)     Each loan to a participant shall be secured by a pledge of a
                 portion of the participant's vested account balances under the
                 Plan. As of the effective date of a loan, no more than fifty
                 percent of the participant's vested account balances (other
                 than ESOP account balances) may be pledged as security for that
                 loan.

         (vi)    The making of a loan shall be deemed to be consent by the
                 participant to charging the participant's accounts if any
                 portion of the loan (and any accrued interest thereon) has not
                 been paid as of the participant's settlement date or such
                 earlier date after the participant's loan is suspended under
                 paragraph (e) next below as provided under rules established by
                 the Committee pursuant to that paragraph.

         (vii)   Loan repayments will be suspended under the Plan as permitted
                 under Code Section 414(u)(4).

     (b) Amount of loans. The principal amount of any loan (when added to the
         outstanding balance of any prior loans) made to a participant shall not
         exceed the lesser of (i) or (ii) below:

         (i)     $50,000, reduced by the excess (if any) of:

                 (A)   the highest outstanding balance of all loans under the
                       Plan during the one-year period ending immediately
                       preceding the date of the loan, over

                 (B)   the outstanding balance on the date of the loan of all
                       loans under the Plan.

         (ii)    Fifty percent of the amount of the participant's vested account
                 balances under the Plan (other than the ESOP account balances)
                 as of the date of the loan.

         The principal amount of any loan made to a participant shall not be
less than $1,000.
         


                                       35
<PAGE>   43

     (c) Sources for loans. A loan to a participant shall be made solely from
         vested amounts credited to the participant's accounts (other than the
         participant's ESOP stock account and ESOP cash account). A loan granted
         under this subsection to a participant shall be made by liquidating and
         converting to cash the participant's accounts (and the participant's
         interest in the investment funds) in the order specified by the
         Committee for loans to participants.

     (d) Repayment of loans. Each loan shall specify a payment period of from
         one to five years. Payments must be made by payroll deduction, except
         that a participant on an authorized paid leave of absence may make loan
         payments by check. Loan payments made by a participant who is not
         actively at work due to a leave of absence or a disability may be
         suspended during the period the participant is not actively at work but
         for a period not to exceed one year. Suspension of payments will not be
         permitted if the participant is collecting disability payments or other
         payments from an Employer and these payments exceed the amount of the
         loan payments scheduled during the participant's leave of absence or
         disability. As repayments are made with respect to a loan, the unpaid
         balance of such loan shall be reduced. Payments of principal and
         interest shall be credited to the participant's loan repayment account.
         Payments credited to a participant's loan repayment account may not be
         invested in Company stock; pursuant to subsection 6.3, a participant
         must elect how loan repayments will be invested. Participants may pay
         the entire outstanding balance of a loan and accrued interest thereon
         after the first month of a loan period; partial prepayments may not be
         made.

     (e) Unpaid loans. If a participant fails to make scheduled loan payments or
         reaches his settlement date with an outstanding loan balance, the
         following shall apply:

         (i)     If a participant whose settlement date has not occurred (and
                 who is not on an authorized unpaid leave of absence) fails for
                 three consecutive months to pay any portion of a loan made to
                 the participant under the Plan and accrued interest thereon in
                 accordance with the terms of the loan, the participant will
                 have thirty days to pay the amount then owing. If such payment
                 is not made, the loan will be considered in default. A
                 participant who has a loan in default shall not be eligible to
                 obtain further loans. Loans in default shall be further handled
                 under uniform rules established by the Committee in accordance
                 with Internal Revenue Service and Department of Labor rules and
                 regulations.

         (ii)    If immediately prior to a participant's settlement date any
                 loan or portion of a loan made to the participant under the
                 Plan remains outstanding, the participant may repay an amount
                 equal to the unpaid balance of such loan, provided such
                 repayment is made (A) within thirty days following the
                 participant's termination date if the participant will not be
                 receiving an immediate distribution of the 



                                       36
<PAGE>   44

                 participant's benefits under the Plan or (B) prior to the time
                 distribution of the participant's Plan benefits will be made if
                 the participant will receive an immediate distribution of the
                 participant's Plan benefits. If a participant does not repay
                 the entire balance of the loan within the time period specified
                 above, the balance of the loan shall be considered in default
                 as of the participant's settlement date. On the date that a
                 loan is considered in default, the promissory note shall
                 immediately become due and payable and an amount equal to such
                 loan or any part thereof, together with the accrued interest
                 thereon, shall be deemed distributed to the participant and
                 shall be charged to the participant's accounts after all other
                 adjustments required under the Plan have been made, but before
                 any other distribution.


                                       37

<PAGE>   45


                                   SECTION 11

                                     Vesting


11.1. Retirement. A participant shall have a nonforfeitable right to all of the
participant's account balances on and after attaining normal retirement age. A
participant's right to all of the participant's account balances shall be
nonforfeitable on and after the participant becomes eligible for disability
retirement. If a participant's employment with the Employers and the Controlled
Group Members is terminated because of retirement under paragraph 9.1(a) or (b),
the balances in the participant's accounts shall be distributable to the
participant under Section 12.

11.2. Resignation or Dismissal. If a participant resigns or is dismissed from
the employ of the Employers and the Controlled Group Members before retirement
under paragraph 9.1(a) or (b), the balances in the participant's accounts shall
be treated as follows:

     (a) The balances in the participant's income deferral contribution account,
         vested employer matching contribution subaccount, vested employer
         discretionary contribution subaccount, vested ESOP stock subaccount,
         supplemental contribution account, Drovers transfer account, rollover,
         vested transfer, and loan repayment accounts shall be nonforfeitable
         and shall be distributable to the participant under Section 12.

     (b) The balances in the participant's employer discretionary contribution
         subaccount, excess employer matching contribution subaccount, regular
         ESOP stock subaccount and ESOP cash account (referred to collectively
         for the purposes of this subsection 11.2 and subsection 14.2 as the
         "forfeitable accounts") shall be subject to the following:

         (i)     If the participant has completed five or more years of vesting
                 service (as defined in subparagraph (iii) below) as of his
                 settlement date, the balances in his forfeitable accounts shall
                 be nonforfeitable and shall be distributable to the participant
                 under Section 12.

         (ii)    If the participant has not completed five years of vesting
                 service as of the participant's settlement date, the
                 participant shall receive the vested portion of the balances in
                 his forfeitable accounts. The participant shall forfeit the
                 nonvested portion of such account balances. The vested portion
                 of the balances in the participant's forfeitable accounts shall
                 be distributable to the participant under Section 12. Except as
                 provided below, the vested portion of such balances shall be
                 determined under the following schedule:



                                       Number of Completed 

    Vested


                                       38
<PAGE>   46

<TABLE>
<CAPTION>

                            Years of Service         
                            ----------------
                                
    Percentage
    ----------
<S>                                    <C>
     0%                                Less than 1 year                                       
    20%                                1 year but less than 2 years                           
    40%                                2 years but less than 3 years                          
    60%                                3 years but less than 4 years                          
    80%                                4 years but less than 5 years                         
                                       5 years or more            100%
</TABLE>
         
                           Notwithstanding any other provision of this
                           subsection 11.2 to the contrary, a participant who
                           has less than five years of vesting service and has
                           not yet attained normal retirement age may be deemed
                           to have no vested interest in his employer
                           discretionary contribution account, employer matching
                           contribution account, and ESOP accounts, and his
                           entire balance in such accounts may be forfeitable,
                           if he is discharged by an Employer due to theft,
                           fraud, embezzlement, other criminal acts or willful
                           misconduct causing either significant loss or
                           property damage to an Employer or personal injury to
                           any other employee of an Employer.

                  (iii)    A participant's "vesting service" means any plan year
                           in which the participant has completed at least 1,000
                           hours of service with the Employers and the
                           Controlled Group Members (including service prior to
                           the effective date) measured from the date the
                           participant first performs an hour of service (as
                           defined in subsection 2.1) with the Employers or the
                           Controlled Group Members, or, prior to the effective
                           date, CTFG or an affiliate of CTFG.

                  (iv)     Non-vested amounts shall be forfeited under this
                           subsection on the earlier of (i) the date the
                           participant's vested benefits are distributed, or
                           (ii) the date that the participant incurs five
                           consecutive one year breaks in service (as defined in
                           subsection 14.2). Forfeitures shall be drawn from a
                           participant's accounts in accordance with Treasury
                           Regulations Section 54.4975-11(d)(4).



                                       39
<PAGE>   47


11.3. Death of Participant. If a participant's settlement date occurs under
paragraph 9.1(c), the balances in the participant's accounts will be
nonforfeitable and distributable to the participant's beneficiary in accordance
with Section 12. If a participant dies after the participant's settlement date
but before all of the participant's account balances have been paid to the
participant in full pursuant to the provisions of Section 12, the vested portion
of the participant's account balances (as determined under subsection 11.1 or
11.2, whichever is applicable) will be distributable to the participant's
beneficiary in accordance with Section 12.

11.4. Forfeitures. The amount of a participant's accounts forfeited under
subsection 11.2 shall be a "forfeiture." As determined by the Committee, and
except as otherwise provided in subsection 7.5, forfeitures shall be (1) applied
to reduce employer matching or discretionary contributions otherwise required
under the Plan, (2) allocated to participants' accounts in accordance with
subsection 4.3, or (3) used to pay proper expenses of the Plan and trust. If a
participant is reemployed by the Employers before he incurs five consecutive
one-year breaks in service, subsection 14.3 shall apply.



                                       40
<PAGE>   48


                                   SECTION 12

                     Distributions Following Settlement Date


12.1. Manner of Distribution. Subject to the conditions set forth below,
distribution of the balances in a participant's accounts (with the exception of
the balance in his Drovers transfer account, which shall be distributed in
accordance with the provisions of Supplement A) will be made to, or for the
benefit of, the participant or, in the case of the participant's death, to or
for the benefit of the participant's beneficiary, by payment in a lump sum.
However, the period over which distribution of a participant's ESOP stock
account and ESOP cash account may be made shall be increased by one year, up to
five additional years, for each $132,000 (or fraction thereof) by which the
total balance of the participant's ESOP stock account and ESOP cash account
exceeds $670,000. The aforementioned dollar amounts shall be subject to
cost-of-living adjustments prescribed by the Secretary of the Treasury.

         In accordance with subsection 12.5, a participant may elect a direct
rollover of any payment that constitutes an eligible rollover distribution.
Notwithstanding any other provision of this Section 12, if a participant's
vested account balances equal $3,500 or less at or after the participant's
settlement date, the participant (or the participant's beneficiary) shall
receive a lump sum payment of such amount in accordance with paragraph 12.4(c).
In accordance with such rules and procedures as the Committee shall establish,
the amount to be paid to a participant who elects to receive a distribution that
is less than the total vested balance in the participant's accounts shall be
drawn from the participant's accounts in the order specified by the Committee
for distributions from participants' accounts. The life expectancy of a
participant, the participant's spouse or the participant's designated
beneficiary shall be determined at the time benefit payments commence by use of
the expected return multiples contained in the regulations under Section 72 of
the Code. Life expectancies determined in accordance with the foregoing shall
not be recalculated. A participant may select, in accordance with such rules as
the Committee may establish, the method of distributing the participant's
benefits to him; a participant, if the participant so desires, may direct how
the participant's benefits are to be paid to the participant's beneficiary; and
the Committee shall select the method of distributing the participant's benefits
to the participant's beneficiary if the participant has not filed a direction
with the Committee.

12.2. Determination of Account Balances. After a participant's settlement date
has occurred and pending complete distribution of the participant's account
balances, the participant's accounts will be held under the Plan and will be
subject to adjustment under Section 7. For purposes of subsection 12.1, a
participant's account balances will be determined as of the applicable
accounting date coincident with or immediately preceding the date of
distribution of the participant's account.



                                       41
<PAGE>   49


12.3. Distribution of Company Stock. Subject to rules established by the
Committee, with respect to a distribution under subsection 12.1, subject to
subsection 12.4, a participant (or the participant's beneficiary) will receive
an in-kind distribution of the shares of Company stock allocated to the
participant's ESOP stock account, except that any fractional shares in the
participant's ESOP stock account shall be paid in cash. Any amounts transferred
from Company stock to one or more of the investment funds under subsection 6.4
may not be available for distribution in the form of Company stock. Company
stock distributed pursuant to this subsection shall be subject to the provisions
of Section 13.

12.4. Timing of Distributions. Distribution of the balance of a participant's
accounts shall be made or shall commence as follows:

     (a) Interests other than Company stock. Payment of a participant's account
         balances (other than the participant's ESOP stock account) will be made
         within a reasonable time after the date on which the participant's
         account balances have been determined pursuant to subsection 12.2, but
         not later than sixty days after (a) the end of the plan year in which
         his settlement date occurs or (b) such later date on which the amount
         of payment can be ascertained by the Committee.

     (b) Company stock. The distribution of amounts representing the shares of
         Company stock allocated to a participant's ESOP stock account will be
         made as follows:

         (i)     Distribution upon retirement or death. Unless an earlier date
                 is required by paragraph (c) or (d) below, or the participant
                 elects a later date if a participant terminates employment
                 under paragraph 9.1(a) or (b), if a participant retires or dies
                 while in the employ of an Employer or a Controlled Group
                 Member, distribution of the participant's ESOP stock account
                 (including amounts invested in Company stock pursuant to
                 subsection 6.2) will be made or will commence no later than one
                 year following the close of the plan year during which the
                 participant's settlement date occurs.

         (ii)    Distribution upon resignation or dismissal. Unless an earlier
                 date is required by paragraph (c) or (d), if a participant's
                 settlement date occurs under paragraph 9.1(d), distribution of
                 the participant's ESOP stock account (including amounts
                 invested in Company stock pursuant to subsection 6.2) will be
                 made or will commence by the later of (A) or (B):

                 (A)   one year following the close of the plan year which is
                       the fifth plan year following the plan year in which the
                       participant's settlement date has occurred, unless the
                       participant is reemployed by an Employer or a Controlled
                       Group Member before such year; or


                 (B)   the earlier of:

                                       42




                                     

                                       
<PAGE>   50

                 (1)   one year following the close of the plan year in which an
                       acquisition loan is fully repaid with respect to in-kind
                       distributions of Company stock; or

                 (2)   one year following the close of the plan year in which
                       the participant attains normal retirement age.


         (iii)   Distributions to beneficiary upon death. Notwithstanding the
                 provisions of subparagraphs (i) and (ii) above, distributions
                 upon the death of a participant shall be made in accordance
                 with the requirements of paragraph (d) below and shall
                 otherwise comply with Section 401(a)(9) of the Code and any
                 regulations issued thereunder.


     (c) Mandatory cash-outs; consent. Notwithstanding any other provision of
         this Section 12, if a participant's vested account balances equal
         $3,500 or less at any time at or after his settlement date, the
         participant (or the participant's beneficiary) shall receive an
         immediate lump sum payment of such amount. Such distribution shall be
         made as soon as practicable after the regular accounting date next
         following the participant's settlement date. If the present value of a
         participant's entire vested benefit under the Plan is zero, the
         participant shall be deemed to have received a distribution of such
         vested benefit. Notwithstanding any provision of the Plan to the
         contrary, if a participant's vested account balances exceed or have
         ever exceeded $3,500 at any time at or after the participant's
         settlement date, distributions may not be made to the participant
         before age 65 without the participant's consent.

     (d) Required commencement date. Irrespective of any contrary provision of
         the Plan, distribution of the account balance of a participant who has
         attained age 70-1/2 and is a 5 percent owner of an Employer or a
         Controlled Group Member shall be made or shall commence on the April 1
         of the calendar year next following the calendar year in which the
         participant attains age 70-1/2 (his "required commencement date").
         Effective January 1, 1997, irrespective of any contrary provision of
         the Plan, distribution of the account balance of a participant shall be
         made or shall commence by April 1 of the calendar year next following
         the latter of (A) the calendar year on which the participant attains
         age 70p or (B) the calendar year in which the participant's settlement
         date occurs ("required commencement date"); provided, however, that the
         required commencement date of a participant who is a five-percent owner
         (as defined in Code Section 416) of an Employer or Controlled Group
         Member in the calendar year in which the participant attains age 70p
         shall be April 1 of the calendar year next following the calendar year
         which the participant attains age 70p. If a participant dies before the
         participant's required commencement date, the participant's benefits
         must be distributed over a period not exceeding the greater of: (i)
         five years from the death of the participant; (ii) in the case of
         payments to a designated beneficiary other than the participant's
         spouse, the life expectancy of such beneficiary, provided payments
         begin within one year 



                                       43
<PAGE>   51

         of the participant's death (or such later date as may be prescribed
         under Treasury Regulations); or (iii) in the case of payments to the
         participant's spouse, the life expectancy of such spouse, provided
         payments begin by the date the participant would have attained age
         70-1/2. If a participant dies after the participant's required
         commencement date, the remaining portion of the participant's benefits
         will be distributed at least as rapidly as under the method of
         distribution in effect at the participant's death. Notwithstanding the
         foregoing, the Committee may honor a participant's written designation
         made under a predecessor plan prior to January 1, 1984, to have the
         participant's benefits commence at any date permitted under the terms
         of such predecessor plan as in effect immediately prior to January 1,
         1984.

         A participant who is not a 5 percent owner and who attains age 70-1/2
         while still employed by an Employer or a Controlled Group Member may
         elect to receive a distribution commencing April 1 of the calendar year
         next following the calendar year in which he attains age 70-1/2.

12.5. Direct Rollovers. For plan years beginning on and after January 1, 1993,
certain individuals who are to receive distributions under the Plan may elect
that such distributions be paid in the form of a direct rollover (as described
in Section 401(a)(31) of the Code and the regulations thereunder) to the Trustee
or custodian of a plan eligible to accept direct rollovers, subject to the
following:

     (a) Eligible rollover distribution. A distribution may be paid in a direct
         rollover under this subsection only if the distribution constitutes an
         eligible rollover distribution. An "eligible rollover distribution"
         means any distribution under the Plan to an eligible distributee (as
         defined below) other than (i) a distribution that is one of a series of
         substantially equal payments made annually or more frequently either
         over the life (or life expectancy) of the participant or the joint
         lives (or life expectancies) of the participant and his designated
         beneficiary or over a specified period of ten years or more, (ii) a
         distribution required to meet the minimum distribution requirements of
         Section 401(a)(9) of the Code, or (iii) a distribution excluded from
         the definition of an "eligible rollover distribution" under applicable
         Treasury Regulations. Notwithstanding the immediately preceding
         sentence, an eligible rollover distribution includes only those amounts
         that would be includable in the gross income of the eligible
         distributee if such amounts were not rolled over to another plan as
         provided under Section 402(c) of the Code.



                                       44
<PAGE>   52


     (b) Eligible distributee. An "eligible distributee" is (i) a participant,
         (ii) a participant's surviving spouse who is entitled to receive
         payment of the participant's account balances after the participant's
         death, or (iii) the spouse or former spouse of a participant who is an
         alternate payee under a qualified domestic relations order (as defined
         in Section 414(p) of the Code).

     (c) Eligible retirement plan. A direct rollover of an eligible rollover
         distribution may be made to no more than one "eligible retirement
         plan." Except as otherwise provided below, an "eligible retirement
         plan" is (i) an individual retirement account described in Section
         408(a) of the Code, (ii) an individual retirement annuity described in
         Section 408(b) of the Code (other than an endowment contract), (iii) an
         annuity plan described in Section 403(a) of the Code, or (iv) a plan
         qualified under Section 401(a) of the Code that by its terms permits
         the acceptance of rollover contributions. With respect to the surviving
         spouse of a deceased participant who is entitled to receive a
         distribution of the participant's accounts, an "eligible retirement
         plan" shall mean only an individual retirement account described in
         Section 408(a) of the Code or an individual retirement annuity
         described in Section 408(b) of the Code (other than an endowment
         contract).

     (d) Minimum amounts. An eligible distributee may elect a direct rollover of
         all or a portion of an eligible rollover distribution only if the total
         amount of the eligible rollover distributions expected to be received
         by the eligible distributee during the plan year is $200 or more (or
         such lesser amount as the Committee may establish). An eligible
         distributee may elect payment of a portion of an eligible rollover
         distribution as a direct rollover and may receive directly the
         remainder of such distribution, provided that the amount paid by direct
         rollover is at least $500 (or such lesser amount as the Committee may
         establish).

     (e) Elections. An eligible distributee's election of a direct rollover
         pursuant to this subsection must be in writing on a form designated by
         the Committee and must be filed with the Committee at such time and in
         such manner as the Committee shall determine. The Committee shall
         establish such rules and procedures as it deems necessary to provide
         for distributions by means of direct rollover.

12.6. Immediate Distributions to Alternate Payees. The Committee shall direct
distribution of the amount of a participant's account balances assigned to an
alternate payee under a qualified domestic relations order (as defined in
Section 414(p) of the Code) on the earliest date specified in such qualified
domestic relations order, without regard to whether such payments commence prior
to the participant's earliest retirement age (as defined in Section 414(p)(4)(B)
of the Code).


                                       45
<PAGE>   53


12.7. Designation of Beneficiary. Each participant may designate any person or
persons (who may be designated concurrently, contingently or successively) to
whom the participant's benefits are to be paid if the participant dies before
the participant receives all of participant's benefits. A beneficiary
designation must be made on a form furnished by the Committee for this purpose,
and such form must be signed by the participant. A beneficiary designation form
shall include any beneficiary designation forms executed in compliance with the
CTFG Profit Sharing Plan and/or CTFG ESOP. A beneficiary designation form will
be effective only when the form is filed with the Committee while the
participant is alive and will cancel all the participant's beneficiary
designation forms previously filed with the Committee. Notwithstanding the
foregoing provisions of this subsection and any beneficiary designation filed
with the Committee in accordance with this subsection, if a participant dies and
has a surviving spouse at the participant's date of death, the account balances
described in the preceding sentence shall be payable in full to the
participant's surviving spouse in accordance with this Section 12 (treating such
surviving spouse as the participant's beneficiary), unless prior to the
participant's death the following requirements were met:

     (a) The participant elected that the participant's benefits under the Plan
         be paid to a person other than the participant's surviving spouse;

     (b) The participant's spouse consented in writing to such election;

     (c) The spouse's consent acknowledged the effect of such election and was
         witnessed by a notary public; and

     (d) Such election designates a beneficiary that may not be changed without
         further spousal consent, unless the spouse executed a general written
         consent expressly permitting changes of the beneficiary without any
         requirement of further consent of the spouse.

For purposes of the Plan, and subject to the provisions of any qualified
domestic relations order (as defined in Section 414(p) of the Code), a
participant's "spouse" means the person to whom the participant is legally
married at the earlier of the date of the participant's death or the date
payment of the participant's benefits commenced and who is living at the date of
the participant's death. If a deceased participant failed to designate a
beneficiary as provided above, or if the designated beneficiary dies before the
participant or before complete payment of the participant's benefits, the
participant's benefits shall be distributed to the participant's spouse, or if
there is none, the Committee, in its discretion, may direct the Trustee to pay
the participant's benefits as follows:

     (e) To or for the benefit of any one or more of the participant's relatives
         by blood, adoption or marriage and in such proportions as the Committee
         determines; or

     (f) To the legal representative or representatives of the estate of the
         last to die of the participant and the participant's designated
         beneficiary.

                                       46
<PAGE>   54

The term "designated beneficiary" or "beneficiary" as used in the Plan means the
natural or legal person or persons designated by a participant as the
participant's beneficiary under the last effective beneficiary designation form
filed with the Committee under this subsection and to whom the participant's
benefits would be payable under this subsection.

12.8. Missing Participants or Beneficiaries. Each participant and each
designated beneficiary must file with the Committee from time to time in writing
his post office address and each change of post office address. If a participant
dies before the participant receives all of the participant's vested account
balances, the participant's beneficiary must file any change in his post office
address with the Committee. Any communication, statement or notice addressed to
a participant or beneficiary at the last post office address filed with the
Committee, or if no address is filed with the Committee then, in the case of a
participant, at the participant's last post office address as shown on the
Employers' records, will be binding on the participant and the participant's
beneficiary for all purposes of the Plan. The Employers, the Trustee, and the
Committee shall not be required to search for or locate a participant or
beneficiary. If the Committee notifies a participant or beneficiary that the
participant or beneficiary is entitled to a payment and also notifies the
participant or beneficiary of the provisions of this subsection, and the
participant or beneficiary fails to claim his benefits or make his whereabouts
known to the Committee within three years after the notification, the benefits
of the participant or beneficiary may be disposed of, to the extent permitted by
applicable law, as follows:

     (a) If the whereabouts of the participant then are unknown to the Committee
         but the whereabouts of the participant's spouse then are known to the
         Committee, payment may be made to the spouse;

     (b) If the whereabouts of the participant and the participant's spouse, if
         any, then are unknown to the Committee but the whereabouts of the
         participant's designated beneficiary then are known to the Committee,
         payment may be made to the designated beneficiary;

     (c) If the whereabouts of the participant, the participant's spouse and the
         participant's designated beneficiary then are unknown to the Committee
         but the whereabouts of one or more relatives by blood, adoption or
         marriage of the participant are known to the Committee, the Committee
         may direct the Trustee to pay the participant's benefits to one or more
         of such relatives and in such proportions as the Committee decides; or

     (d) If the whereabouts of such relatives and the participant's designated
         beneficiary then are unknown to the Committee, the benefits of such
         participant or beneficiary may be disposed of in an equitable manner
         permitted by law under rules adopted by the Committee.



                                       47
<PAGE>   55


12.9. Facility of Payment. When a person entitled to benefits under the Plan is
under legal disability, or, in the Committee's opinion, is in any way
incapacitated so as to be unable to manage the person's financial affairs, the
Committee may direct the Trustee to pay the benefits to such person's legal
representative, or to a relative or friend of such person for such person's
benefit, or the Committee may direct the application of such benefits for the
benefit of such person. Any payment made in accordance with the preceding
sentence shall be a full and complete discharge of any liability for such
payment under the Plan.



                                       48
<PAGE>   56


                                   SECTION 13

               Rights, Restrictions, and Options on Company Stock


13.1. Right of First Refusal. Subject to the provisions of the last sentence of
this subsection, shares of Company stock distributed to participants pursuant to
subsection 12.3 shall be subject to a "right of first refusal." The right of
first refusal shall provide that, prior to any subsequent transfer, the
participant (or the participant's beneficiary) must first make a written offer
of such Company stock to the Trust and to the Company at the then fair market
value of such Company stock, as determined by an "independent appraiser" (as
defined in Section 401(a)(28) of the Code). The Trust shall have the first
priority to exercise the right to purchase the Company stock, and then the
Company shall have second priority to exercise the right. A bona fide written
offer from an independent prospective buyer shall be deemed to be the fair
market value of such Company stock for this purpose, unless the value per share,
as determined by the independent appraiser as of the December 31 accounting date
of the immediately preceding plan year, is greater. The Company and the Trust
shall have a total of 14 days (from the date the offer is first received by the
Company or the trust) to exercise the right of first refusal on the same terms
offered by the prospective buyer. A participant (or the participant's
beneficiary) entitled to a distribution of Company stock may be required to
execute an appropriate stock transfer agreement (evidencing the right of first
refusal) prior to receiving a certificate for Company stock. No right of first
refusal shall be exercisable by reason of any of the following transfers:

     (a) The transfer upon disposition of any such shares by any legal
         representative, heir or legatee, but the shares shall remain subject to
         the right of first refusal;

     (b) The transfer by a participant or a participant's beneficiary in
         accordance with the put option pursuant to subsection 13.2; or

     (c) The transfer while Company stock is listed on a national securities
         exchange registered under Section 6 of the Securities Exchange Act of
         1934 or quoted on a system sponsored by a national securities
         association registered under Section 15A(b) of the Securities Exchange
         Act of 1934.

13.2. Put Option. The Company shall issue a "put option" to each participant (or
each participant's beneficiary) who receives a distribution of Company stock if,
at the time of such distribution, Company stock is not then readily tradable on
an established market, as defined in Section 409(h) of the Code and the
regulations thereunder. The put option shall permit the participant (or the
participant's beneficiary) to sell such Company stock at its then fair market
value, as determined by an independent appraiser in accordance with the
provisions of subsection 7.10, to the Company at any time during the sixty-day
period commencing on the date the Company stock was distributed to the
participant (or the participant's beneficiary), and, if not exercised within
that period, the put option will temporarily lapse. The Company, in its sole
discretion, may extend the sixty-day period referred to in the immediately
preceding sentence if such an extension is necessary in order for the Company
stock to be valued by an independent appraiser as of the applicable accounting
date coincident with or immediately preceding the date the Company stock was
distributed to the recipient. As of the semi-annual valuation date in the 



                                       49
<PAGE>   57

plan year following the plan year in which such temporary lapse of the put
option occurs, the independent appraiser shall determine the value of the
Company stock in accordance with the provisions of subsection 7.10, and the
Committee shall notify each distributee who did not exercise the initial put
option prior to its temporary lapse in the preceding plan year of the revised
value of the Company stock. The time during which the put option may be
exercised shall recommence on the date such notice or revaluation is given and
shall permanently terminate sixty days thereafter. The Trustee may be permitted
by the Company to purchase Company stock put to the Company under a put option.
At the option of the Company or the Trustee, as the case may be, the payment for
Company stock sold pursuant to a put option shall be made, as determined in the
discretion of the Company or the Trustee, as the case may be, in the following
forms:

        (a)      If a participant's ESOP stock account is distributed in a total
                 distribution (that is, a distribution within one taxable year
                 of the balance to the credit of the participant's ESOP stock
                 account), then payment for such Company stock may be made with
                 a promissory note that provides for substantially equal annual
                 installments commencing within thirty days from the date of the
                 exercise of the put option and over a period not exceeding five
                 years, with interest payable at a reasonable rate (as
                 determined by the Company) on any unpaid installment balance,
                 with adequate security provided, and without penalty for any
                 prepayment of such installments; or

         (b)     In a lump sum no later than thirty days after such participant
                 exercises the put option.

At the direction of the Committee, the Trustee on behalf of the Trust may offer
to purchase any shares of Company stock (which are not sold pursuant to a put
option) from any former participant or beneficiary at any time in the future, at
their then fair market value.

13.3. Share Legend. Shares of Company stock held or distributed by the Trustee
may include such legend restrictions on transferability as the Company may
reasonably require in order to assure compliance with applicable Federal and
state securities laws.

13.4. Nonterminable Rights. The provisions of this Section 13 shall continue to
be applicable to shares of Company stock even if the applicable portion of the
Plan ceases to be an employee stock ownership plan within the meaning of Section
4975(e)(7) of the Code.



                                       50
<PAGE>   58


                                   SECTION 14

                                  Reemployment


14.1. Commencement or Resumption of Participation. If a participant should
terminate employment with the Employers and subsequently be reemployed by an
Employer, the participant shall again become a participant as of the day of the
participant's reemployment with the Employer. If an employee who has not become
a participant terminates employment with the Employers and subsequently is
reemployed by an Employer, the employee shall become a participant on the entry
date immediately following the employees's date of hire if the employee then
meets the requirements of subsection 2.1.

14.2. Credited Service for Vesting. The years of vesting service accrued prior
to termination of employment by a non-vested participant or employee shall be
disregarded for purposes of subsection 11.2 only if his number of consecutive
one-year breaks in vesting service occurring after his termination equal or
exceed the greater of (i) five or (ii) his years of vesting service prior to his
termination. The years of vesting service of any vested participant shall be
reinstated upon reemployment. However, in no event shall years of vesting
service occurring after a participant incurs five consecutive one-year breaks in
vesting service be used to determine the nonforfeitable amount of the
participant's forfeitable accounts as of a prior settlement date.

        A "one-year break in vesting service" means any plan year during which a
terminated employee or participant does not complete 500 hours of service (as
defined in subsection 2.1). In the case of a maternity or paternity absence (as
defined below), an employee shall be credited, for the first plan year in which
he otherwise would have incurred a one-year break in service (and solely for
purposes of determining whether such a break in service has occurred), with the
hours of service which normally would have been credited to him but for such
absence (or, if the Committee is unable to determine hours which would have been
so credited, 8 hours for each day of such absence), but in no event more than
501 hours for any one absence. A "maternity or paternity absence" means an
employee's absence from work because of the pregnancy of the employee or birth
of a child of the employee, the placement of a child with the employee in
connection with the adoption of such child by the employee, or for purposes of
caring for a child immediately following such birth or placement. The Committee
may require an employee to furnish such information as the Committee considers
necessary to establish that the employee's absence was for one of the reasons
specified above.

14.3. Reinstatement of Forfeitures. If a participant whose employment had
terminated with the Employers because of resignation or dismissal before the
participant was entitled to the full balance in the participant's employer
matching contribution account, employer discretionary contribution account,
regular ESOP stock subaccount and ESOP cash account is reemployed by the
Employers before incurring five consecutive one-year breaks in credited service,
the following shall apply:



                                       51
<PAGE>   59


         (a)     If the participant did not receive distribution of any part of
                 the vested portion of the participant's account, the amount of
                 the participant's account previously forfeited pursuant to
                 subsection 11.2 will be credited to the participant's account
                 as of the regular accounting date immediately following the
                 date the participant is reemployed by the Employers.

         (b)     If the participant received distribution of any part of the
                 vested portion of the participant's account, the participant
                 may repay to the Trustee the total amount distributed to the
                 participant from the participant's employer matching
                 contribution account, employer discretionary contribution
                 account, and ESOP employer subaccount as a result of such
                 earlier termination of employment. However, such repayment must
                 be made before the earlier of (i) the fifth anniversary of the
                 participant's date of reemployment by the Employers or (ii) the
                 date the participant incurs five consecutive one-year breaks in
                 credited service commencing after the distribution. If a
                 participant makes such a repayment to the Trustee, the amount
                 of the repayment shall be credited to the participant's
                 accounts, and the previously forfeited amounts that resulted
                 from the participant's earlier termination of employment
                 (unadjusted for subsequent gains or losses) shall be credited
                 to the participant's accounts as of the regular accounting date
                 coincident with or next following the date of repayment.

Forfeitures that are to be credited to participants' accounts as of an
accounting date under this subsection shall be drawn first from outstanding
forfeitures and then, if necessary, from special employer contributions made for
this purpose.



                                      52
<PAGE>   60


                                   SECTION 15

                      Voting and Tendering of Company Stock


The voting of Company stock held in the trust, and if a tender offer is made for
Company stock, the tendering of such shares, shall be subject to the provisions
of ERISA and the following provisions, to the extent such provisions are not
inconsistent with ERISA:

         (a)     Allocated shares. For purposes of this Section, shares of
                 Company stock shall be deemed to be allocated and credited to a
                 participant's ESOP stock account in an amount to be determined
                 based on the balance in such account on the accounting date
                 coincident with or next preceding the record date of any vote
                 or tender offer.

         (b)     Voting of Company stock. With respect to any corporate matter
                 which involves the voting of Company stock with respect to the
                 approval or disapproval of any corporate merger or
                 consolidation, recapitalization, reclassification, liquidation,
                 dissolution, sale of substantially all of the assets of a trade
                 or business, or such other transactions which may be prescribed
                 by regulation, each participant may be entitled to direct the
                 Trustee as to the exercise of any voting rights attributable to
                 shares of Company stock then allocated to his ESOP stock
                 account, but only to the extent required by Sections 401(a)(22)
                 and 409(e)(3) of the Code and the regulations thereunder. The
                 Committee shall have the sole responsibility for determining
                 when a corporate matter has arisen that involves the voting of
                 Company stock under this provision. If a participant is
                 entitled to so direct the Trustee, all allocated Company stock
                 as to which such instructions have been received (which may
                 include an instruction to abstain) shall be voted by the
                 Trustee in accordance with such instructions, provided that the
                 Trustee may vote the shares as it determines is necessary to
                 fulfill their fiduciary duties under ERISA. The Trustee shall
                 vote any shares of Company stock held in the unreleased stock
                 account, or any allocated shares of Company stock as to which
                 no voting instructions have been received in accordance with
                 the directions of the Committee, provided, however, that the
                 Trustee may vote the shares as they determine is necessary to
                 fulfill their fiduciary duties.

         (c)     Tendering of Company stock. In the event of a tender offer for
                 shares of Company stock held by the Trust, the Trustee shall
                 tender the shares in their sole discretion, subject to the
                 fiduciary duties under ERISA.

In carrying out its responsibilities under this Section, the Trustee may rely on
information furnished to it by the Committee, including the names and current
addresses of participants, the number of shares of Company stock allocated to
their accounts, and the number of shares of Company stock held by the Trustee
that have not yet been allocated.


                                       53

<PAGE>   61


                                   SECTION 16

                               General Provisions


16.1. Interests Not Transferable. The interests of participants and their
beneficiaries under the Plan are not in any way subject to their debts or other
obligations and, except as may be required by the tax withholding provisions of
the Code or any state's income tax act, may not be voluntarily or involuntarily
sold, transferred, alienated or assigned. Notwithstanding the foregoing, the
Plan shall comply with any domestic relations order that, in accordance with
procedures established by the Committee, is determined to be a qualified
domestic relations order (as defined in Section 414(p)(1)(A) of the Code).

16.2. Absence of Guaranty. The Committee, the Employers, and the Trustee do not
in any way guarantee the Trust from loss or depreciation. The liability of the
Committee or the Trustee to make any payment under the Plan will be limited to
the assets held by the Trustee that are available for that purpose.

16.3. Employment Rights. The Plan does not constitute a contract of employment,
and participation in the Plan will not give any employee the right to be
retained in the employ of an Employer, nor any right or claim to any benefit
under the Plan, unless such right or claim has specifically accrued under the
terms of the Plan.

16.4. Litigation by Participants or other Persons. To the extent permitted by
law, if a legal action against the Trustee, an Employer, or the Committee by or
on behalf of any person results adversely to that person, or if a legal action
arises because of conflicting claims to a participant's or beneficiary's
benefits, the cost to the Trustee, an Employer, or the Committee of defending
the action will be charged to the extent possible to the sums, if any, that were
involved in the action or were payable to the participant or beneficiary
concerned.

16.5. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information that the person acting on
it considers pertinent and reliable, and signed, made or presented by the proper
party or parties.

16.6. Waiver of Notice. Any notice required under the Plan may be waived by the
person entitled to such notice.

16.7. Controlling Law. To the extent not superseded by the laws of the United
States, the laws of Illinois shall be controlling in all matters relating to the
Plan.

16.8. Statutory References. Any reference in the Plan to the Code means the
Internal Revenue Code of 1986, as amended. Any reference in the Plan to ERISA
means the Employee Retirement Income Security Act of 1974, as amended. Any
reference in the Plan to a section of the Code or ERISA, or to a section of any
other Federal law, shall include any comparable section or sections of any
future legislation that amends, supplements or supersedes that section.

                                       54
<PAGE>   62

16.9. Severability. In case any provisions of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of the Plan, and the Plan shall be construed and enforced
as if such illegal and invalid provisions had never been set forth in the Plan.

16.10. Additional Employers. With the consent of the Company, any Controlled
Group Member described in paragraph 1.6(a) or (b) may, by filing with the
Company a written instrument to that effect, become an Employer hereunder by
adopting the Plan and becoming a party to the trust agreement.

16.11. Action By Employers. Any action authorized or required to be taken by an
Employer under the Plan shall be by resolution of its Board of Directors, by
resolution of a duly authorized committee of its Board of Directors, or by a
person or persons authorized by resolution of its Board of Directors or such
committee.

16.12. Gender and Number. Where the context admits, words in the masculine
gender include the feminine and neuter genders, the plural includes the
singular, and the singular includes the plural.

16.13. Examination of Documents. Copies of the Plan and trust agreement, and any
amendments thereto, are on file at the office of the Company where they may be
examined by any participant or other person entitled to benefits under the Plan
during normal business hours.

16.14. Fiduciary Responsibilities. It is specifically intended that all
provisions of the Plan shall be applied so that all fiduciaries with respect to
the Plan shall be required to meet the prudence and other requirements and
responsibilities of applicable law to the extent such requirements or
responsibilities apply to them. In general, a fiduciary shall discharge the
fiduciary's duties with respect to the Plan and the Trust solely in the
interests of participants and beneficiaries and with the care, skill, prudence,
and diligence under the circumstances then prevailing that a prudent man acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims.

16.15. Indemnification. To the extent permitted by law, any member or former
member of the Committee, any person who was, is or becomes an officer or
director of the Company, an Employer, or a Controlled Group Member or any
employee of an Employer to whom the Committee or any Employer has delegated any
portion of its responsibilities under the Plan, and each of them, shall be
indemnified and saved harmless by the Employers (to the extent not indemnified
or saved harmless under any liability insurance contract or other
indemnification arrangement with respect to the Plan) from and against any and
all liability to which the Committee members and such other persons may be
subject by reason of any act done or omitted to be done in good faith with
respect to the administration of the Plan and the trust, including all expenses
reasonably incurred in their defense in the event that the Employers failed to
provide such defense after having been requested in writing to do so.



                                       55
<PAGE>   63


                                   SECTION 17

                         Restrictions as to Reversion of
                          Trust Assets to the Employers


The Employers shall have no right, title or interest in the assets of the trust,
except as may be provided in a pledge agreement entered into between an Employer
and the Trustee in connection with an acquisition loan (a "pledge agreement").
No part of the assets of the Trust at any time will revert or will be repaid to
the Employers, directly or indirectly, except as follows:

        (a)      If the Internal Revenue Service initially determines that the
                 Plan, as applied to an Employer, does not meet the requirements
                 of a "qualified plan" under Section 401(a) of the Code, the
                 assets of the Trust attributable to contributions made by the
                 Employer under the Plan shall be returned to the Employer
                 within one year of the date of denial of qualification of the
                 Plan as applied to the Employer.

        (b)      If a contribution or a portion of a contribution is made by an
                 Employer as a result of a mistake of fact, such contribution or
                 portion of a contribution shall not be considered to have been
                 contributed to the Trust by the Employer and, after having been
                 reduced by any losses of the Trust allocable thereto, shall be
                 returned to the Employer within one year of the date the amount
                 is paid to the trust.

        (c)      If a contribution made by an Employer is conditioned upon the
                 deductibility of such contribution as an expense for Federal
                 income tax purposes, to the extent the deduction for the
                 contribution made by the Employer is disallowed, such
                 contribution, or portion of such contribution, after having
                 been reduced by any losses of the Trust allocable thereto,
                 shall be returned to the Employer within one year of the date
                 of disallowance of the deduction.

        (d)      If there is a default on an acquisition loan, an Employer may
                 exercise its rights under a pledge agreement with respect to
                 the shares of Company stock subject to the pledge agreement
                 (including, but not limited to, the sale of pledged shares, the
                 transfer of pledged shares to the Employer, and the
                 registration of pledged shares in the Employer's name).

Contributions may be returned to an Employer pursuant to paragraph (a) above
only if they are conditioned upon initial qualification of the Plan as applied
to that Employer and an application for determination was made by the time
prescribed by law for filing the Employer's Federal income tax return for the
taxable year in which the Plan was adopted (or such later date as the Secretary
of the Treasury may prescribe). In no event may the return of a contribution
pursuant to paragraph (b) or (c) above cause any participant's account balances
to be less than the amount of such balances had the contribution not been made
under the Plan.



                                       56
<PAGE>   64


                                   SECTION 18

                            Amendment and Termination


18.1. Amendment. While the Company expects and intends to continue the Plan, the
Company reserves the right to amend the Plan from time to time by action of the
Company's Board of Directors or the Executive Committee of the Board of
Directors of the Company. However, the Committee is authorized to cause to be
prepared, to approve, and to execute any amendments of the Plan that the
Committee determines are necessary to comply with applicable law, regulations,
and rulings or to reflect rules and procedures developed by the Committee;
provided, however, that any amendment (other than an amendment needed to comply
with applicable law, regulations, and rulings) that is expected to change the
level of participant or employer contributions made under the Plan or to
materially increase the cost of the Plan to the Employers shall be approved by
the Company's Board of Directors or by the Executive Committee of the Board of
Directors of the Company. Notwithstanding the foregoing:

     (a) An amendment may not change the duties and liabilities of the Committee
         or the Trustee without the consent of the Committee or the Trustee,
         whichever is applicable;

     (b) An amendment shall not reduce the value of a participant's
         nonforfeitable benefits accrued prior to the later of the adoption or
         the effective date of the amendment; and

     (c) Except as provided in Section 17, under no condition shall any
         amendment result in the return or repayment to the Employers of any
         part of the Trust or the income therefrom or result in the distribution
         of the Trust for the benefit of anyone other than employees and former
         employees of the Employers and any other persons entitled to benefits
         under the Plan.

The Committee shall notify the Trustee of any amendment of the Plan within a
reasonable period of time.

18.2. Termination. The Plan will terminate as to all Employers on any date
specified by the Company if thirty days' advance written notice of the
termination is given to the Committee, the Trustee and the other Employers. The
Plan will terminate as to an individual Employer on the first to occur of the
following:

     (a) The date it is terminated by that Employer if thirty days' advance
         written notice of the termination is given to the Committee, the
         Trustee and the other Employers.

     (b) The date that Employer is judicially declared bankrupt or insolvent.

     (c) The date that Employer completely discontinues its contributions under
         the Plan.



                                       57
<PAGE>   65

        (d)      The dissolution, merger, consolidation or reorganization of
                 that Employer or the sale by that Employer of all or
                 substantially all of its assets, except that:

                 (i)      in any such event arrangements may be made with the
                          consent of the Company whereby the Plan will be
                          continued by any purchaser of all or substantially all
                          of its assets, in which case the successor or
                          purchaser will be substituted for that Employer under
                          the Plan and the trust agreement; and

                 (ii)     if an Employer is merged, dissolved or in any other
                          way reorganized into, or consolidated with, any other
                          Employer, the Plan as applied to the former Employer
                          will automatically continue in effect without a
                          termination thereof.

18.3. Nonforfeitability and Distribution on Termination. On termination or
partial termination of the Plan, the rights of all affected participants to
benefits accrued to the date of such termination, after all adjustments then
required have been made, shall be nonforfeitable. The Committee shall specify
the date of such termination or partial termination as a special accounting
date. As soon as practicable after all adjustments required as of that date have
been made to the account balances of participants, the Committee shall direct
the Trustee to distribute to each such affected participant his benefits under
the Plan in one lump sum provided the participant is no longer employed by an
Employer or a Controlled Group Member. All appropriate provisions of the Plan
will continue to apply until the account balances of all such participants have
been distributed under the Plan.

18.4. Notice of Termination. Participants will be notified of the termination of
the Plan within a reasonable time.

18.5. Plan Merger, Consolidation, Etc. In the case of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan,
each participant's benefits (if the Plan terminated immediately after such
merger, consolidation or transfer) shall be equal to or greater than the
benefits the participant would have been entitled to receive if the Plan had
terminated immediately before the merger, consolidation or transfer.


                                       58

<PAGE>   66


                                   SECTION 19

                                  The Committee


19.1. The Committee. As provided in subsection 1.5, the Plan is administered by
the Committee. The Committee shall consist of at least three persons (who may
but need not be employees of the Employers) appointed by the Company. The
Company will certify to the Trustee from time to time the names of the members
of the Committee.

19.2. The Committee's General Powers, Rights, and Duties. The Committee shall
have all the powers necessary and appropriate to discharge its duties under the
Plan, which powers shall be exercised in the sole and absolute discretion of the
Committee, including, but not limited to, the following:

        (a)      To construe and interpret the provisions of the Plan and to
                 make factual determinations thereunder, including the power to
                 determine the rights or eligibility under the Plan of
                 employees, participants, or any other persons, and the amounts
                 of their benefits (if any) under the Plan, and to remedy
                 ambiguities, inconsistencies or omissions, and such
                 determinations by the Committee shall be binding on all
                 parties.

        (b)      To adopt such rules of procedure and regulations as in its
                 opinion may be necessary for the proper and efficient
                 administration of the Plan and as are consistent with the Plan
                 and trust agreement.

        (c)      To enforce the Plan in accordance with the terms of the Plan
                 and the Trust and in accordance with the rules and regulations
                 the Committee has adopted.

        (d)      To direct the Trustee as respects payments or distributions
                 from the Trust in accordance with the provisions of the Plan.

        (e)      To furnish the Employers with such information as may be
                 required by them for tax or other purposes in connection with
                 the Plan.

        (f)      To employ agents, attorneys, accountants, actuaries or other
                 persons (who also may be employed by the Employers) and to
                 allocate or delegate to them such powers, rights and duties as
                 the Committee may consider necessary or advisable to properly
                 carry out administration of the Plan, provided that such
                 allocation or delegation and the acceptance thereof by such
                 agents, attorneys, accountants, actuaries or other persons,
                 shall be in writing.

         (g)     To appoint an investment manager as defined in section 3(38) of
                 ERISA ("investment manager") to manage (with power to acquire
                 and dispose of) the assets of the Plan, which investment
                 manager may or may not be a subsidiary of the Company, and to
                 delegate to any such investment manager all of the powers,
                 authorities and discretions granted to the Committee hereunder
                 or under the trust 



                                       59
<PAGE>   67

                 agreement (including the power to delegate and the power, with
                 prior notice to the Committee, to appoint an investment
                 manager), in which event any direction the Trustee from any
                 duly appointed investment manager with respect to the
                 acquisition, retention or disposition of Plan assets shall have
                 the same force and effect as if such direction had been given
                 by the Committee, and to remove any investment manager;
                 provided, however, that the power and authority to manage,
                 acquire, or dispose of any asset of the Plan shall not be
                 delegated except to an investment manager, and provided further
                 that the acceptance by any investment manager of such
                 appointment and delegation shall be in writing, and the
                 Committee shall give notice to the Trustee, in writing, of any
                 appointment of, delegation to or removal of an investment
                 manager.

19.3. Manner of Action of the Committee. During a period in which two or more
members of the Committee are acting, the following provisions apply where the
context admits:

     (a) The members of the Committee may select a secretary, if they believe it
         advisable, who may or may not be a member of the Committee.

     (b) A Committee member by writing may delegate any or all of such member's
         rights, powers, duties and discretions to any other member of the
         Committee, with the written consent of the latter.

     (c) The members of the Committee may act by meeting or by writing signed
         without meeting, and such members may sign any document by signing one
         document or concurrent documents.

     (d) An action or a decision of a majority of the members of the Committee
         as to a matter shall be as effective as if taken or made by all members
         of the Committee.

     (e) If, because of the number qualified to act, there is an even division
         of opinion among members of the Committee as to a matter, a
         disinterested party selected by the Committee shall decide the matter
         and such person's decision shall control.

     (f) Except as otherwise provided by law, no member of the Committee shall
         be liable or responsible for an act or omission of the other members of
         the Committee in which the former has not concurred.

     (g) The certificate of the secretary of the Committee or of a majority of
         the members of the Committee that the Committee has taken or authorized
         any action shall be conclusive in favor of any person relying on the
         certificate.



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<PAGE>   68


19.4. Interested Committee Member. If a member of the Committee is also a
participant in the Plan, the Committee member may not decide or determine any
matter or question concerning distributions of any kind to be made to the
Committee member or the nature or mode of settlement of the Committee member's
benefits, unless such decision or determination could be made by the Committee
member under the Plan if the Committee member were not serving on the Committee.

19.5. Resignation or Removal of Committee Members. A member of the Committee may
be removed by the Company at any time by ten days' prior written notice to that
member and the other members of the Committee. A member of the Committee may
resign at any time by giving ten days' prior written notice to the Company and
the other members of the Committee. The Company may fill any vacancy in the
membership of the Committee; provided, however, that if a vacancy reduces the
membership of the Committee to less than three, such vacancy shall be filled as
soon as practicable. The Company shall give prompt written notice thereof to the
other members of the Committee. Until any such vacancy is filled, the remaining
members of the Committee may exercise all of the powers, rights and duties
conferred on the Committee.

19.6. Committee Expenses. All costs, charges and expenses reasonably incurred by
the Committee will be paid by the Company to the extent not paid from the assets
of the trust. No compensation will be paid to a member of the Committee as such.

19.7. Uniform Rules. The Committee shall administer the Plan on a reasonable and
nondiscriminatory basis and shall apply uniform rules to all persons similarly
situated.

19.8. Information Required by the Committee. Each person entitled to benefits
under the Plan shall furnish the Committee with such documents, evidence, data
or information as the Committee considers necessary or desirable for the purpose
of administering the Plan. The Employers shall furnish the Committee with such
data and information as the Committee may deem necessary or desirable in order
to administer the Plan. The records of the Employers as to an employee's or a
participant's period of employment, hours of service, termination of employment
and the reason therefore, leave of absence, reemployment and earnings will be
conclusive on all persons unless determined to the Committee's satisfaction to
be incorrect.

19.9. Review of Benefit Determinations. The Committee will provide notice in
writing to any participant or beneficiary whose claim for benefits under the
Plan is denied, and the Committee shall afford such participant or beneficiary a
full and fair review of its decision if so requested.

19.10. Committee's Decision Final. Subject to applicable law, any interpretation
of the provisions of the Plan and any decisions on any matter within the
discretion of the Committee made by the Committee in good faith shall be binding
on all persons. A misstatement or other mistake of fact shall be corrected when
it becomes known, and the Committee shall make such adjustment on account
thereof as it considers equitable and practicable.



                                       61
<PAGE>   69


19.11. Denial Procedure and Appeal Process. If a participant, beneficiary or any
other person who believes he may be entitled to benefits under the Plan (a
"claimant") has an unresolved question about eligibility for benefits, the form
of benefits, or the amount of benefits to be received or being received under
the Plan after consulting with the Committee or its representatives, a formal
review of the situation may be requested in writing of the Committee within
sixty days after receiving notification of the claimant's Plan benefits or an
estimate of the claimant's Plan benefits. A review decision will be made within
sixty days after receipt of such request (one hundred twenty days in special
circumstances) and the claimant will be informed of the decision within ninety
days after receipt of such request (one hundred eighty days in special
circumstances). However, if the claimant is not informed of the decision within
the period described above, the claimant may request a further review by the
Committee as described below as if the claimant had received notice of an
adverse decision at the end of that period. The decision will be written in a
manner calculated to be understood by the claimant, setting forth the specific
reasons for any denial of a benefit or benefit option, specific reference to
pertinent Plan provisions on which such denial is based, a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary, and
an explanation of the Plan's claim review procedure. The claimant also shall be
advised that the claimant or the claimant's duly authorized representative may
request a further review by the Committee of the decision denying the claim by
filing with the Committee within sixty days after such notice has been received
by the claimant a written request for such review and that claimant may review
pertinent documents, and submit issues and comments in writing, within the same
sixty-day period. If such request is so filed, such review shall be made by the
Committee within sixty days after receipt of such request, unless special
circumstances require an extension of time for processing in which case the
review will be completed and decision rendered within one hundred twenty days.
The claimant shall be given written notice of the decision which shall include
specific reasons for the decision, and specific references to the pertinent Plan
provisions on which the decision is based, and such decision by the Committee
shall be final and shall terminate the review process.


                                       62

<PAGE>   70


                                   SECTION 20

                 Special Rules Applicable When Plan is Top-Heavy


20.1. Purpose and Effect. The purpose of this Section 20 is to comply with the
requirements of Section 416 of the Code. The provisions of this Section 20 are
effective for each plan year beginning on or after the effective date in which
the Plan is a "top-heavy plan" within the meaning of Section 416(g) of the Code.

20.2. Top-Heavy Plan. In general, the Plan will be a top-heavy plan for any plan
year if, as of the "determination date" (that is, the last day of the preceding
plan year), the sum of the amounts in paragraphs (a), (b) and (c) below for key
employees (as defined generally below and in Section 416(i)(1) of the Code)
exceeds sixty percent of the sum of such amounts for all employees who are
covered by this Plan or by a defined contribution plan or defined benefit plan
that is aggregated with this Plan in accordance with subsection 20.4:

     (a) The aggregate account balances of participants under this Plan.

     (b) The aggregate account balances of participants under any other defined
         contribution plan included under subsection 20.4.

     (c) The present value of the cumulative accrued benefits of participants
         calculated under any defined benefit plan included in subsection 20.4.

In making the foregoing determination, (i) a participant's account balances or
cumulative accrued benefits shall be increased by the aggregate distributions,
if any, made with respect to the participant during the 5-year period ending on
the determination date, including distributions under a terminated plan that, if
it had not been terminated, would have been required to be included in the
aggregation group, (ii) the account balances or cumulative accrued benefits of a
participant who was previously a key employee, but who is no longer a key
employee, shall be disregarded, (iii) the account balances or cumulative accrued
benefits of a beneficiary of a participant shall be considered accounts or
accrued benefits of the participant, (iv) the account balances or cumulative
accrued benefits of a participant who has not performed services for an Employer
or a Controlled Group Member at any time during the 5-year period ending on the
determination date shall be disregarded and (v) any rollover contribution (or
similar transfer) from a plan maintained by a corporation other than an Employer
under this Plan initiated by a participant shall not be taken into account as
part of the participant's aggregate account balances under this Plan.



                                       63
<PAGE>   71


20.3. Key Employee. In general, a "key employee" is an employee (or a former or
deceased employee) who, at any time during the plan year or any of the 4
preceding plan years, is or was:

     (a) an officer of an Employer having annual compensation greater than fifty
         percent of the amount in effect under Section 415(b)(1)(A) for any such
         plan year; provided that, for purposes of this paragraph, no more than
         fifty employees of the Employer (or, if lesser, the greater of three
         employees or ten percent of the employees) shall be treated as
         officers;

     (b) one of the ten employees who have annual compensation from an Employer
         of more than the limitation in effect under Section 415(c)(1)(A) of the
         Code for that year and owning or considered as owning, within the
         meaning of Section 318 of the Code, the largest interests in the
         Employer; provided that if two employees have the same interest in the
         Employer, the employee having greater annual compensation from the
         Employer shall be treated as having a larger interest;

     (c) a five percent or greater owner of an Employer; or

     (d) a one percent or greater owner of an Employer having annual
         compensation from the Employer of more than $150,000.

For purposes of this subsection the term "compensation" means compensation as
defined by Code Section 414(q)(7).

20.4. Aggregated Plans. Each other defined contribution plan and defined benefit
plan maintained by an Employer that covers a "key employee" as a participant or
that is maintained by an Employer in order for a plan covering a key employee to
satisfy Section 401(a)(4) or 410 of the Code shall be aggregated with this Plan
in determining whether this Plan is top-heavy. In addition, any other defined
contribution or defined benefit plan of an Employer may be included if all such
plans that are included, when aggregated, will not discriminate in favor of
officers, shareholders or highly compensated participants and will satisfy all
of the applicable requirements of Sections 401(a)(4) and 410 of the Code.

20.5. Minimum Employer Contribution. Subject to the following provisions of this
subsection and subsection 20.7, for any plan year in which the Plan is a
top-heavy plan, the employer contribution credited to each participant who is
not a key employee shall not be less than 3 percent of such participant's total
compensation (as defined in subsection 8.1) from the Employers for that year. In
no event, however, shall the total employer contribution credited in any year to
a participant who is not a key employee (expressed as a percentage of such
participant's total compensation from the Employer) exceed the maximum total
employer contribution credited in that year to a key employee (expressed as a
percentage of such key employee's total compensation from an Employer).
Contributions made by an Employer under the Plan pursuant to participants'
income deferral authorizations shall not be deemed employer contributions for
purposes of this subsection. The amount of minimum employer contribution
otherwise required to be allocated to any participant for any plan year under
this subsection shall be reduced by the amount of employer contributions
allocated to him for a plan year ending with 



                                       64
<PAGE>   72

or within that plan year under any other tax-qualified defined contribution plan
maintained by an Employer.

20.6. Coordination of Benefits. For any plan year in which the Plan is
top-heavy, in the case of a participant who is a non-key employee and who is a
participant in a top-heavy tax-qualified defined benefit plan that is maintained
by an Employer and that is subject to Section 416 of the Code, subsection 20.5
shall not apply, and the minimum benefit to be provided to each such participant
in accordance with this Section 20 and Section 416(c) of the Code shall be the
minimum annual retirement benefit to which he is entitled under such defined
benefit plan in accordance with such Section 416(c), reduced by the amount of
annual retirement benefit purchasable with his Plan accounts (or portions
thereof) attributable to employer contributions (as defined in subsection 20.5)
under this Plan and any other tax-qualified defined contribution plan maintained
by an Employer.

20.7. Adjustment of Combined Benefit Limitations. For any plan year in which the
Plan is a top-heavy plan, the determination of the defined contribution plan
fraction and defined benefit plan fraction under subsection 8.2 shall be
adjusted in accordance with the provisions of Section 416(h) of the Code by
substituting "1.0" for "1.25" where the latter number appears in Sections
415(e)(2)(B)(i) and 415(e)(3)(B)(i) of the Code with respect to the calculation
of those fractions; except that with respect to a participant described in
subsection 20.6, such adjustment shall not be required under this Plan for any
plan year for which such adjustment is not required under the defined benefit
plan referred to in subsection 20.6.




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<PAGE>   73




                                 SUPPLEMENT A


        A-1. Purpose, Application and Definitions. The purpose of this
Supplement A is to modify and supplement the terms and provisions of the Plan
document as applied to Participants for whom the Committee maintains a Drovers
Transfer Account. Unless the context of the Plan document or this Supplement A
clearly implies or indicates to the contrary, a word, term or phrase used or
defined in this Plan document is similarly used or defined in this Supplement A.

        A-2. Distribution of Drovers Transfer Accounts. Subject to the
provisions of subsection A-3, the balance of the Participant's Drovers Transfer
Account will be distributed by payment in a lump sum.

        A-3. Revocation of Joint and Survivor Annuity Form. If a Participant is
legally married under the laws of any jurisdiction on his Termination Date, his
Account balances shall be paid in the form of a Joint and Survivor Annuity (as
defined below), subject to the following provisions of this subsection. As soon
as practicable after a married Participant's Termination Date, the Committee
will provide him with election information consisting of:

        (a)      a written description of the Joint and Survivor Annuity and the
                 relative financial effect of payment of his Account balances in
                 that form; and

        (b)      a notification of the right to waive payment in that form, the
                 rights of his spouse with respect to such waiver and the right
                 to revoke such waiver.

The Committee may make such election information available to a Participant by:

                 (i)   personal delivery to him;

                 (ii)  first-class mail, postage prepaid, addressed to the
                       Participant at his last known address as shown on his
                       Employer's records; or

                 (iii) permanent posting on a bulletin board located at the
                       Participant's work site.

                 During an election period commencing on the date the
Participant receives such election information and ending on the later of the
90th day thereafter or the date as of which his benefits are to commence, a
Participant may waive payment in the Joint and Survivor Annuity form and elect
payment in the form described in subsection A-2; provided that, the
Participant's surviving spouse, if any, has consented in writing to such waiver
and the spouse's consent acknowledges the effect of such revocation and is
witnessed by a notary public. A Participant may, at any time during his election
period revoke any prior waiver of the Joint and Survivor Annuity form. A
Participant may request, by writing filed with the Committee during his election
period, an explanation, written in nontechnical language, of the terms,
conditions and financial effect (in terms of dollars per monthly benefit
payment) of payment in the Joint and Survivor Annuity form. If not previously
provided to the Participant, the Committee shall provide him with such
explanation within 30 days of his request by one of the methods described in
paragraphs (i) or (ii) next above, and the Participant's election period will be
extended, if 


                                       
<PAGE>   74

necessary, to include the 90th day next following the date on which
he receives such explanation. The term "Joint and Survivor Annuity" means an
annuity for the life of the Participant with a survivor annuity for the life of
his surviving spouse which is equal to 50 percent of the amount of the annuity
payable during the joint lives of the Participant and his spouse and which is
the actuarial equivalent of a single life annuity for the life of the
Participant. No distribution shall be made from a Participant's Drover Transfer
Account until his election period has terminated. Notwithstanding the foregoing,
if the Participant's distributable Account balances are less than $3,500, the
Committee may direct the Trustees to immediately distribute such benefits in a
lump sum without such Participant's consent.

        A-4. Pre-Retirement Survivor Annuity. The term "Pre-Retirement Survivor
Annuity" means an annuity for the life of the Participant's surviving spouse,
the payments under which must be equal to the amount of benefit which can be
purchased with the balance in the Participant's Drover Transfer Account as of
the date of his death. Payment of such benefits will commence as soon as
practicable after the date of the Participant's death, unless the surviving
spouse elects a later date. Any election to waive the Pre-Retirement Survivor
Annuity must be made by the Participant in writing during the election period
described herein and shall require the spouse's consent in the same manner
provided for in subsection A-3. The election period to waive the Pre-Retirement
Survivor Annuity shall begin on the first day of the plan year in which the
Participant attains age 35 and end on the date of the Participant's death. In
the event a Participant separates from service prior to the beginning of the
election period, the election period shall begin on the date of such separation
from service. In connection with the election, the Committee shall provide each
Participant within the period beginning with the first day of the plan year in
which the Participant attains age 32 and ending with the close of the plan year
preceding the plan year in which the Participant attains age 35, a written
explanation of the Pre-Retirement Survivor Annuity containing comparable
information to that required pursuant to the provisions of paragraphs A-3(a) and
(b). If the Participant enters the Plan after the first day of the plan year in
which the Participant attained age 32, the Committee shall provide notice no
later than the close of the second plan year following the entry of the
Participant into the Plan. If the distributable balance of the Participant's
Accounts is less than $3,500, the Committee may direct the Trustees to
immediately distribute such amount to the Participant's spouse. If the value
exceeds $3,500, an immediate distribution of the entire amount may be made to
the surviving spouse, provided such surviving spouse consents in writing to such
distribution.