<PAGE>   1
                                                                EXHIBIT 10.10










                         SUMMIT HOLDING SOUTHEAST, INC.
                                RETIREMENT PLAN

                              AMENDED AND RESTATED
                          EFFECTIVE SEPTEMBER 1, 1997


<PAGE>   2

                         SUMMIT HOLDING SOUTHEAST, INC.
                                RETIREMENT PLAN


                              AMENDED AND RESTATED
                          EFFECTIVE SEPTEMBER 1, 1997


                               TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                                         <C>
ARTICLE 1 -- INTRODUCTION........................................................................        1

         1.01 Establishment of Plan; Background..................................................        1
         1.02 Purpose............................................................................        2
         1.03 Plan Governs Distribution of Benefits..............................................        2

ARTICLE 2 -- DEFINITIONS.........................................................................        3

         Account.................................................................................        3
         Act or ERISA............................................................................        3
         Adjustment..............................................................................        3
         Affiliate...............................................................................        3
         Affiliated Sponsor......................................................................        3
         Annuity Starting Date...................................................................        3
         Authorized Leave of Absence.............................................................        3
         Beneficiary.............................................................................        4
         Board...................................................................................        4
         Break in Service........................................................................        4
         Code....................................................................................        5
         Committee...............................................................................        5
         Company.................................................................................        5
         Company Stock...........................................................................        5
         Company Stock Fund......................................................................        5
         Compensation............................................................................        5
         Credited Service........................................................................        6
         Distribution............................................................................        7
         Earnings................................................................................        7
         Effective Date..........................................................................        7
         Eligible Employee.......................................................................        7
         Employee................................................................................        7
         Employee Contributions..................................................................        7
         Employer................................................................................        7
         Employer Contributions..................................................................        7
         Employer Matching Contribution Account..................................................        7
</TABLE>



                                     - i -
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<TABLE>
<S>      <C>                                                                                            <C>
         Employer Matching Contributions.........................................................        8
         Employment..............................................................................        8
         Employment Commencement Date............................................................        8
         Entry Date..............................................................................        8
         Fiduciary...............................................................................        8
         Forfeiture..............................................................................        8
         Former Participant......................................................................        8
         Fund....................................................................................        8
         Highly Compensated Employee.............................................................        8
         Hour of Service.........................................................................        8
         Investment Fund.........................................................................        9
         Maternity or Paternity Leave............................................................        9
         Ninety-Day Period of Continuous Employment..............................................       10
         Non-highly Compensated Employee.........................................................       10
         Normal Retirement Date..................................................................       10
         One-Year Break in Service...............................................................       10
         Participant.............................................................................       10
         Period of Eligibility Service...........................................................       10
         Permanent Disability....................................................................       10
         Plan....................................................................................       10
         Plan Administrator or Administrator.....................................................       10
         Plan Year...............................................................................       10
         Pre-Tax Contribution Account............................................................       10
         Pre-Tax Contribution....................................................................       11
         Qualified...............................................................................       11
         Qualified Nonelective Contribution Account..............................................       11
         Qualified Nonelective Contribution......................................................       11
         Retirement..............................................................................       11
         Spouse..................................................................................       11
         Stock Bonus Contribution Account........................................................       11
         Stock Bonus Contribution................................................................       11
         Termination Date........................................................................       11
         Treasury Regulation.....................................................................       12
         Trust or Trust Agreement................................................................       12
         Trustee.................................................................................       12
         Valuation Date..........................................................................       12
         Voluntary After-Tax Contribution........................................................       12
         Voluntary After-Tax Contribution Account................................................       12
         Year of Eligibility Service.............................................................       12
         Other Rules.............................................................................       12

ARTICLE 3 -- PARTICIPATION.......................................................................       14

         3.01 Participation......................................................................       14
         3.02 Period of Eligibility Service......................................................       15
         3.03 Participation and Rehire...........................................................       16
</TABLE>



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<PAGE>   4

<TABLE>
<S>      <C>                                                                                            <C>
         3.04 Acquisitions.......................................................................       16
         3.05 Not Contract for Employment........................................................       16
         3.06 Special Eligibility Rule for Stock Bonus Contribution..............................       16

ARTICLE 4 -- EMPLOYEE CONTRIBUTIONS; ROLLOVERS...................................................       18

         4.01 Employee Contributions.............................................................       18
         4.02 Elections Regarding Employee Contributions.........................................       18
         4.03 Change in Employee Contribution Percentage or Suspension of Contributions..........       19
         4.04 Deadline for Contributions and Allocation of Employee Contributions................       20
         4.05 Rollover Contribution..............................................................       20

ARTICLE 5 - EMPLOYER CONTRIBUTIONS...............................................................       22

         5.01 Employer Matching Contribution.....................................................       22
         5.02 Stock Bonus Contributions..........................................................       22
         5.03 Qualified Nonelective Contributions................................................       22
         5.04 Form and Timing of Contributions...................................................       23
         5.05 Forfeitures........................................................................       23

ARTICLE 6 -ACCOUNTS AND ALLOCATIONS..............................................................       24

         6.01 Participant Accounts...............................................................       24
         6.02 Allocation of Adjustments..........................................................       25
         6.03 Plan Expenses......................................................................       26
         6.04 Investment Funds and Elections.....................................................       26
         6.05 Errors.............................................................................       27
         6.06 Valuation For Purposes of Distributions............................................       27

ARTICLE 7 - VESTING..............................................................................       28

         7.01 Retirement.........................................................................       28
         7.02 Permanent Disability...............................................................       28
         7.03 Death..............................................................................       28
         7.04 Other Termination Date.............................................................       28
         7.05 Forfeitures........................................................................       29

ARTICLE 8 -- DISTRIBUTIONS.......................................................................       31

         8.01 Commencement of Distribution.......................................................       31
         8.02 Method of Distribution.............................................................       32
         8.03 Annuity Option for A&A Plan Benefits...............................................       32
         8.04 Special Rules Applicable to Annuity Distributions..................................       32
         8.05 Death Benefits.....................................................................       33
         8.06 Payment to Minors and Incapacitated Persons........................................       33
         8.07 Application for Benefits...........................................................       33
         8.08 Special Distribution Rules.........................................................       34
</TABLE>



                                    - iii -
<PAGE>   5

<TABLE>
<S>      <C>                                                                                            <C>
         8.09 Distributions Pursuant to Qualified Domestic Relations Orders......................       34
         8.10 Direct Rollovers...................................................................       35
         8.11 Participant Withdrawals After Age 59-1/2...........................................       36

ARTICLE 9 -- IN-SERVICE WITHDRAWALS; LOANS.......................................................       37

         9.01 Hardship Withdrawal of Account.....................................................       37
         9.02 Definition of Hardship.............................................................       37
         9.03 Maximum and Minimum Hardship Distribution..........................................       37
         9.04 Procedure to Request Hardship......................................................       39
         9.05 Authority to Establish Loan Program................................................       39
         9.06 Eligibility for Loans..............................................................       39
         9.07 Loan Amount........................................................................       39
         9.08 Maximum Number of Loans............................................................       39
         9.09 Assignment of Account..............................................................       40
         9.10 Interest...........................................................................       40
         9.11 Term of Loan.......................................................................       40
         9.12 Level Amortization.................................................................       40
         9.13 Directed Investment................................................................       40
         9.14 Other Requirements.................................................................       41
         9.15 Distribution of Loan...............................................................       41
         9.16 Suspension of Loan Repayments During Military Service..............................       41
         9.17 Valuation for Purposes of In-Service Withdrawals or Loans..........................       41
         9.18 Withdrawal from Voluntary After-Tax Contribution Account...........................       41
         9.19 Withdrawal from Rollover Account...................................................       42
         9.20 Withdrawal from Employer Matching Contribution Account.............................       42
         9.21 Other Rules for In-Service Distributions...........................................       42

ARTICLE 10 -- ADMINISTRATION OF THE PLAN.........................................................       43

         10.01 Named Fiduciaries.................................................................       43
         10.02 Board of Directors................................................................       43
         10.03 Trustee...........................................................................       43
         10.04 Committee.........................................................................       43
         10.05 Standard of Fiduciary Duty........................................................       46
         10.06 Claims Procedure..................................................................       46
         10.07 Indemnification of Committee......................................................       47

ARTICLE 11 -- AMENDMENT AND TERMINATION..........................................................       48

         11.01 Right to Amend....................................................................       48
         11.02 Termination and Discontinuation of Contributions..................................       48
         11.03 IRS Approval of Termination.......................................................       49

ARTICLE 12 -- SPECIAL DISCRIMINATION RULES.......................................................       50

         12.01 Small Business Job Protection Act.................................................       50
         12.02 Definitions.......................................................................       50
</TABLE>



                                    - iv -
<PAGE>   6

<TABLE>
<S>      <C>                                                                                            <C>
         12.03 Limit on Pre-Tax Contributions....................................................       53
         12.04 Average Actual Deferral Percentage................................................       55
         12.05 Special Rules For Determining Average Actual Deferral Percentage..................       56
         12.06 Distribution of Excess ADP Deferrals..............................................       57
         12.07 Average Actual Contribution Percentage............................................       58
         12.08 Special Rules For Determining Average Actual Contribution Percentages.............       59
         12.09 Distribution of Excess ACP Contributions..........................................       59
         12.10 Combined ACP and ADP Test.........................................................       61
         12.11 Order of Applying Certain Sections of Article 12..................................       62

ARTICLE 13 -- HIGHLY COMPENSATED EMPLOYEES.......................................................       63

         13.01 In General........................................................................       63
         13.02 Highly Compensated Employees......................................................       63
         13.03 Former Highly Compensated Employee................................................       63
         13.04 Definitions.......................................................................       63
         13.05 Other Methods Permissible.........................................................       65

ARTICLE 14 -- MAXIMUM BENEFITS...................................................................       66

         14.01 General Rule......................................................................       66
         14.02 Combined Plan Limitation..........................................................       67
         14.03 Definitions.......................................................................       68

ARTICLE 15 -- TOP HEAVY RULES....................................................................       70

         15.01 General...........................................................................       70
         15.02 Definitions.......................................................................       70
         15.03 Minimum Benefit...................................................................       71
         15.04 Combined Plan Limitation For Top Heavy Years......................................       72

ARTICLE 16 -- MISCELLANEOUS......................................................................       73

         16.01 Headings..........................................................................       73
         16.02 Action by Employer................................................................       73
         16.03 Spendthrift Clause................................................................       73
         16.04 Distributions Upon Special Occurrences............................................       73
         16.05 Discrimination....................................................................       74
         16.06 Release...........................................................................       74
         16.07 Compliance with Applicable Laws...................................................       74
         16.08 Agent for Service of Process......................................................       74
         16.09 Merger............................................................................       75
         16.10 Governing Law.....................................................................       75
         16.11 Adoption of the Plan by an Affiliated Sponsor.....................................       75
         16.12 Protected Benefits................................................................       77
         16.13 Location of Participant or Beneficiary Unknown....................................       77
</TABLE>



                                     - v -
<PAGE>   7


<TABLE>
<S>          <C>                                                                                        <C>
       16.14 Qualified Military Service..........................................................       77

SCHEDULE A - AFFILIATED SPONSORS.................................................................       79


SCHEDULE B - PREDECESSOR EMPLOYERS...............................................................       80


SCHEDULE C - PRIOR EMPLOYER ACCOUNT..............................................................       81


SCHEDULE D - SPECIAL RULES APPLICABLE TO ANNUITY DISTRIBUTIONS...................................       82
</TABLE>



                                    - vi -
<PAGE>   8


                         SUMMIT HOLDING SOUTHEAST, INC.
                                RETIREMENT PLAN

                     AMENDED AND RESTATED SEPTEMBER 1, 1997


                                   ARTICLE 1

                                  INTRODUCTION

1.01       Establishment of Plan; Background.

           (a)      Effective May 1, 1992, Summit Consulting, Inc. adopted the
                    Summit Consulting, Inc. Retirement Plan (the "Prior Plan").
                    The Prior Plan was amended from time to time and at all
                    times was maintained as a plan meeting the requirements of
                    Sections 401(a) and 401(k) of the Internal Revenue Code of
                    1986, as amended, and of the Employee Retirement Income
                    Security Act of 1974.

           (b)      Summit Consulting, Inc., was a 100% subsidiary of Summit
                    Holding Corporation and Summit Holding Corporation was owned
                    by Employers Self Insurers Fund, a Florida group
                    self-insurance fund ("ESIF"). ESIF entered into an Amended
                    Plan of Conversion and Recapitalization approved by the
                    Florida Department of Insurance on November 15, 1996, by
                    ESIF's Board of Trustees on April 15, 1997 and by ESIF's
                    eligible members on May 9, 1997 (the "Plan of Conversion"),
                    pursuant to which, among other things, ESIF was converted
                    into a stock insurance company (the "Conversion"), and all
                    of ESIF's common stock was owned by Summit Holding
                    Southeast, Inc., a Florida corporation ("SHSI"). Following
                    the Plan of Conversion, Summit Consulting, Inc. remained a
                    100% subsidiary of Summit Holding Corporation, but Summit
                    Holding Corporation became a 100% subsidiary of SHSI.
                    Furthermore, effective as of the date of the Conversion,
                    Summit Consulting, Inc. transferred sponsorship of the
                    Prior Plan to SHSI (but Summit Consulting, Inc. continued
                    to participate in the Prior Plan). Therefore, the amendment
                    and restatement of this Plan is made by Summit Holding
                    Southeast, Inc.

           (c)      Effective September 1, 1997, the Prior Plan is continued in
                    an amended and restated form as set forth in its entirety
                    in this document (the "Plan"). Notwithstanding this general
                    effective date, certain provisions of this Plan (as set
                    forth in this document) shall have effective dates earlier
                    than September 1, 1997.

<PAGE>   9


1.02       Purpose.

           Summit Holding Southeast, Inc. intends to operate the Summit Holding
           Southeast, Inc. Retirement Plan for the purpose of enabling Eligible
           Employees of the Employer and their Beneficiaries to accumulate
           funds to provide for their retirement income requirements. The Plan
           is intended to qualify, and the Trust established pursuant to the
           related Trust Agreement is intended to be exempt from federal income
           tax, under the pertinent provisions of the Internal Revenue Code of
           1986, as amended, and any successor Federal Income Tax statute of
           the same or similar effect.

1.03       Plan Governs Distribution of Benefits.

           The distribution of benefits for all Participants (whether employed
           by the Employer before or after the Effective Date) shall be
           governed by the provisions of this Plan. Nevertheless, early
           retirement benefits, retirement-type subsidies, or optional forms of
           benefit protected under Code Section 411(d)(6) ("Protected
           Benefits") shall not be reduced or eliminated with respect to
           benefits accrued under such Protected Benefits unless such reduction
           or elimination is permitted under the Code, Treasury Regulations,
           authority issued by the Internal Revenue Service or judicial
           authority.



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<PAGE>   10


                                   ARTICLE 2

                                  DEFINITIONS

Certain terms of this Plan have defined meanings which are set forth in this
Article and which shall govern unless the context in which they are used
clearly indicates that some other meaning is intended.

Account shall mean the Account established and maintained by the Committee or
Trustee for each Participant or their Beneficiaries to which shall be allocated
each Participant's interest in the Fund. Each Account shall be comprised of the
sub-accounts described in Section 6.01.

Act or ERISA shall mean Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as the same may be amended from time to time.

Adjustment shall mean, for any Valuation Date, the aggregate earnings, realized
or unrealized appreciation, losses, expenses, and realized or unrealized
depreciation of the Fund since the immediately preceding Valuation Date. The
determination of the adjustment shall be made by the Trustee and shall be final
and binding.

Affiliate shall mean the Company and any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Company; any trade or business which is under common control (as
defined in Code Section 414(c)) with the Company; any organization which is a
member of an affiliated service group (as defined in Code Section 414(m)) which
includes the Company; and any other entity required to be aggregated with the
Company pursuant to regulations under Code Section 414(o).

Affiliated Sponsor shall mean any corporation and any other entity that wishes
to adopt this Plan; provided, however, that any such entity described in this
paragraph must be designated by the Committee as an Affiliated Sponsor under
the Plan. See Section 16.11 for provisions relating to an Affiliated Sponsor's
adoption of the Plan. All Affiliated Sponsors, groups of employees designated
as participating in the Plan by such Affiliated Sponsors (if not all
employees), and the effective date of a company's designation as an Affiliated
Sponsor shall be specified in Schedule A.

Annuity Starting Date shall mean the first day of the first period for which an
account is payable as an annuity or, in the case of a benefit not payable in
the form of an annuity, the first day on which all events have occurred which
entitle the Participant to such benefit.

Authorized Leave of Absence shall mean any temporary layoff or any absence
authorized by the Employer under the Employer's standard personnel practices
provided that all persons under similar circumstances must be treated alike in
the granting of such Authorized Leaves of Absence and provided further that the
Participant returns within the



                                     - 3 -
<PAGE>   11


period of authorized absence. An absence due to service in the Armed Forces of
the United States shall be considered an Authorized Leave of Absence to the
extent required by federal law.

Beneficiary.

           (a)      Unmarried Participants.  For unmarried Participants, any
                    individual(s), trust(s), estate(s), partnership(s),
                    corporation(s) or other entity or entities designated by
                    the Participant in accordance with procedures established
                    by the Committee to receive any distribution to which the
                    Participant is entitled under the Plan in the event of the
                    Participant's death. The Committee may require
                    certification by a Participant in any form it deems
                    appropriate of the Participant's marital status prior to
                    accepting or honoring any Beneficiary designation. Any
                    Beneficiary designation shall be void if the Participant
                    revokes the designation or marries. Any Beneficiary
                    designation shall be void to the extent it conflicts with
                    the terms of a qualified domestic relations order.

                    If an unmarried Participant fails to designate a
                    Beneficiary or if the designated Beneficiary fails to
                    survive the Participant and the Participant has not
                    designated a contingent Beneficiary, the Beneficiary shall
                    be the surviving descendants of the Participant (who shall
                    take per stirpes) and if there are no surviving
                    descendants, the Beneficiary shall be the Participant's
                    estate. For the purposes of the foregoing sentence, the
                    term "descendants" shall include any persons adopted by a
                    Participant or by any of his descendants.

           (b)      Married Participants.  A married Participant's Beneficiary
                    shall be his Spouse at the time of his death unless the
                    Participant has designated a non-spouse Beneficiary (or
                    Beneficiaries) with the written consent of his Spouse
                    given in the presence of a notary public on a form provided
                    by the Committee, or unless the terms of a qualified
                    domestic relations order require payment to a non-spouse
                    Beneficiary. A married Participant's designation of a
                    non-spouse Beneficiary in accordance with the preceding
                    sentence shall remain valid until revoked by the
                    Participant or until the Participant marries a Spouse who
                    has not consented to a designation in accordance with the
                    preceding sentence.

For the purposes of this Section, revocation of prior Beneficiary designations
will occur when a Participant (i) files a valid designation with the Committee;
or (ii) files a signed statement with the Committee evidencing his intent to
revoke any prior designations.

Board shall mean the Board of Directors of the Company.

Break in Service shall occur under the following circumstances:



                                     - 4 -
<PAGE>   12


         (i)      The Eligible Employee ceases Employment due to discharge,
                  quit, retirement or death and does not return to Employment
                  for five or more consecutive years following such Termination
                  Date.

         (ii)     The Employee ceases Employment for any reason other than for
                  those reasons described in subparagraph (i) above or
                  subparagraph (iii) below and does not return to Employment
                  for six or more consecutive years following such Termination
                  Date.

         (iii)    The Employee ceases Employment on account of Maternity or
                  Paternity Leave and does not return to Employment for seven
                  or more consecutive years following such Termination Date.

Code shall mean the Internal Revenue Code of l986, as amended. A reference to a
specific provision of the Code shall include such provision and any applicable
Treasury Regulation pertaining thereto.

Committee shall mean the Committee appointed by the Board under Article 10 to
administer the Plan. This term is interchangeable with "Plan Administrator."

Company shall mean Summit Holding Southeast, Inc. and its successors and
assigns which adopt this Plan.

Company Stock shall mean the voting common stock of the Company. The Company
Stock is intended to constitute "Qualifying Employer Securities" as defined in
ERISA Section 407(d)(5). It is hereby expressly provided that the Plan may
acquire and hold Qualifying Employer Securities.

Company Stock Fund shall mean the portion of a Participant's Account which is
invested in Company Stock as described in Section 6.04(e).

Compensation.

         (a)      Compensation shall mean the an Eligible Employee's base pay
                  and overtime earned after the Eligible Employee became a
                  Participant in the Plan. Accordingly, Compensation shall
                  exclude bonuses, commissions, the taxable value of any
                  qualified or non-qualified stock option, reimbursements or
                  other expense allowances, fringe benefits (cash and
                  non-cash), moving expenses, deferred compensation and welfare
                  benefits. Compensation shall include, however, Pre-Tax
                  Contributions under this Plan and salary reduction pre-tax
                  contributions to a ss.125 Plan maintained by the Employer



                                     - 5 -
<PAGE>   13


         (b)      The annual Compensation of each employee taken into account
                  under the Plan shall not exceed the limitations of Code
                  Section 401(a)(17) in effect as of the beginning of the Plan
                  Year (e.g., $160,000 in 1997).

         (c)      Prior to January 1, 1997, Compensation of certain related
                  family members were aggregated as required by Code Section
                  414(q) and Code Section 401(a)(17). Effective January 1,
                  1997, aggregation of Compensation among certain family
                  members is not longer required and is not applicable under
                  the Plan.

Credited Service shall mean the number of years of service as an Employee of
Employer measured in accordance with the following rules:

           (a)      Except as provided below, an Employee shall receive
                    Credited Service for the elapsed time of his Employment
                    from the date on which the Employee first performs an Hour
                    of Service for the Employer to his Termination Date. If a
                    Participant earns Credited Service during two or more
                    periods of Employment (which are not otherwise
                    disregarded), all such periods of Credited Service shall be
                    aggregated on the basis that 12 months of Credited Service
                    equals one year of Credited Service. Any Credited Service
                    less than a whole year shall be disregarded.

           (b)      Break in Service. Credited Service shall not include any
                    period of Employment which precedes a Break in Service if
                    as of the first day of the Break in Service, the Employee
                    is not vested in any portion of his Account.

           (c)      Employment with Affiliated Sponsors; Predecessor
                    Businesses. Credited Service shall not include any period
                    of Employment with any Affiliated Sponsor prior to its
                    designation as an Affiliated Sponsor or any period of
                    Employment with a predecessor business prior to or its
                    acquisition by Employer except to the extent provided in
                    Schedule A or B and except as provided in paragraphs (a)
                    and (b) above.

           (d)      Military Service. Credited Service shall not include any
                    period of service in the military; except to the extent
                    such service is required to be credited under applicable
                    federal law.

           (e)      Employment with Affiliates. An Employee's service with an
                    Affiliate shall be considered Employment with the Employer.

           (f)      Double Counting Prohibited. Hours of Service earned under
                    paragraphs (a) through (e) above shall be counted only
                    once. Accordingly, an



                                     - 6 -
<PAGE>   14

                    Employee may earn only one year of Credited Service during
                    any Plan Year.

Distribution shall mean payment by the Trustee to or for the benefit of a
Participant, Spouse, Beneficiary or other person entitled to benefits as
provided in this Plan.

Earnings shall have that meaning as defined in Section 4.01.

Effective Date shall mean September 1, 1997, the date of the Plan's amendment
and restatement.

Eligible Employee shall mean, except for those Employees identified in the
following sentence, all Employees employed by the Employer. The following
Employees shall not be considered Eligible Employees:

         (i)      any employee included in a collective bargaining unit for
                  which a labor organization is recognized as collective
                  bargaining agent unless such employee has been designated by
                  the Committee as an "Eligible Employee" for the purposes of
                  this Plan;

         (ii)     any "leased employee," within the meaning of Code ss.
                  414(n)(2), with respect to the Employer or deemed employee
                  under Code ss.414(o); or

         (iii)    any Employee who is a nonresident alien and who does not
                  receive earned income from the Employer which constitutes
                  income from sources within the United States.

Employee shall mean any person employed by or on Authorized Leave of Absence
from the Employer, and any person who is a "leased employee" within the meaning
of Code ss. 414(n)(2) with respect to the Employer. However, if such "leased
employees" constitute less than 20 percent of the Employer's combined
non-highly compensated work force, within the meaning of Code ss.
414(n)(1)(C)(ii), the term "Employee" shall not include "leased employees"
covered by a plan described in Code ss. 414(n)(5).

Employee Contributions shall mean Pre-Tax Contributions and Voluntary After-Tax
Contributions.

Employer shall mean the Company and any Affiliated Sponsor. All Affiliated
Sponsors are listed on Schedule A.

Employer Contributions shall mean Employer Matching Contributions, Stock Bonus
Contributions and/or Qualified Nonelective Contributions.

Employer Matching Contribution Account shall mean the portion of a
Participant's Account attributable to the Employer Matching Contributions, and
the total of the



                                     - 7 -
<PAGE>   15

Adjustments which have been credited to or deducted from a Participant's
Account with respect to such Employer Matching Contributions.

Employer Matching Contributions shall have that meaning as defined in Section
5.01.

Employment shall mean the active service of an Employee with the Employer.

Employment Commencement Date shall mean the date on which the Employee first
performs an Hour of Service as defined in Department of Labor Regulations.

Entry Date shall mean the first day of each calendar month.

Fiduciary shall mean any party named as a Fiduciary in Article 10 of the Plan.
Any party shall be considered a Fiduciary of the Plan only to the extent of the
powers and duties specifically allocated to such party under the Plan.

Forfeiture.  See Section 5.05.

Former Participant shall have that meaning as defined in Section 3.03(a).

Fund shall mean the money and other properties held and administered by the
Trustee in accordance with the Plan and Trust Agreement. If the Committee so
directs, multiple trust funds may be established under this Plan, which
together shall comprise the Fund hereunder.

Highly Compensated Employee shall have that meaning as defined in Article 13.

Hour of Service shall mean:

           (a)      Each hour for which an Employee is paid, or entitled to
                    payment, for performance of duties for an Employer or
                    Employers.

           (b)      Each hour for which an Employee is paid, or entitled to
                    payment, by an Employer or Employers, on account of a
                    period of time during which no duties are performed
                    (irrespective of whether the employment relationship is
                    terminated) due to vacation, holiday, illness, incapacity,
                    layoff, jury duty, military duty, or leave of absence;
                    provided that in no event, shall an Employee receive credit
                    for more than 501 Hours of Service for any single
                    continuous period of non-working time.

           (c)      Each hour for which an Employee is absent from work by
                    reason of (i) the pregnancy of the Employee, (ii) the birth
                    of a child of the Employee, (iii) the placement of a child
                    with the Employee in connection with the adoption of the
                    child by the Employee, or (iv) the caring for a child
                    referred to in paragraphs (i) through (iii) immediately
                    following birth



                                     - 8 -
<PAGE>   16


                    or placement. Hours credited under this paragraph shall be
                    credited at the rate of eight (8) hours per day, but shall
                    not, in the aggregate, exceed the number of hours required
                    to prevent the Employee from incurring a One-Year Break in
                    Service (a maximum of 501 hours) during the first
                    computation period in which a One-Year Break in Service
                    would otherwise occur; provided, however, that this rule
                    shall apply only during the Plan Year in which the absence
                    from work begins and the immediately following Plan Year.
                    This paragraph (c) shall apply only to Participants who
                    begin their absence from work for a reason specified in
                    this paragraph (c) on or after the Effective Date.

           (d)      Each hour for which back pay, irrespective of mitigation of
                    damages, is either awarded or agreed to by an Employer or
                    Employers. These hours shall be credited to the Employee
                    for the computation period or period to which the award or
                    agreement pertains, rather than the computation period in
                    which the award, agreement, or payment is made.

           (e)      In lieu of the foregoing, an Employee who is not
                    compensated on an hourly basis (such as salary, commission
                    or piecework employees) shall be credited with 45 Hours of
                    Service for each week (or 10 Hours of Service for each day)
                    in which such Employee would be credited with Hours of
                    Service in hourly pay. However, this method of computing
                    Hours of Service may not be used for any Employee whose
                    Hours of Service is required to be counted and recorded by
                    any Federal law, such as the Fair Labor Standards Act. Any
                    such method must yield an equivalency of at least 1,000
                    hours per computation period.

The following rules shall apply in determining whether an Employee completes an
"Hour of Service":

           1.       The same hours shall not be credited under subparagraphs
                    (a) or (b) above, as the case may be, and subparagraph (c)
                    above.

           2.       The rules relating to determining hours of service for
                    reasons other than the performance of duties and for
                    crediting hours of service to particular periods of
                    employment shall be those rules stated in Department of
                    Labor regulations Title 29, Chapter XXV, subchapter C, part
                    2530, Sections 200b2(b) and 200b2(c), respectively.

Investment Fund shall mean the separate funds under the Trust Fund which are
distinguished by their investment objectives.

Maternity or Paternity Leave shall mean the Employee's cessation of Employment
on account of (i) the pregnancy of the Employee, (ii) the birth of the
Employee's child, (iii) the child's placement with the Employee in connection
with the Employee's adoption of



                                     - 9 -
<PAGE>   17

such child, or (iv) caring for a child described in (i) through (iii) above
immediately following the child's birth or placement. This definition shall be
interpreted in accordance with Code Sections 410(a)(5)(E) and 411(a)(6)(E).

Ninety-Day Period of Continuous Employment shall have that meaning as defined
in Section 3.02.

Non-highly Compensated Employee shall mean an Employee of the Employer who is
not a Highly Compensated Employee.

Normal Retirement Date shall mean the date a Participant attains age sixty-five
(65).

One-Year Break in Service shall mean any Plan Year in which an Employee accrues
500 or fewer Hours of Service.

Participant shall mean an Employee who becomes eligible to participate in the
Plan as provided in Article 3.

Period of Eligibility Service shall mean either a Ninety-Day Period of
Eligibility Service or a Year of Eligibility Service, as the case may be.

Permanent Disability shall mean a disability of a Participant within the
meaning of Code Section 72(m)(7), to the extent that the Participant is, or
would be, entitled to disability retirement benefits under the federal Social
Security Act or to the extent that the Participant is entitled to recover
benefits under any long term disability plan or policy maintained by the
Employer. The determination of whether or not a Permanent Disability exists
shall be determined by the Committee and shall be substantiated by competent
medical evidence.

Plan shall mean the Plan as set forth in this document together with any
subsequent amendments hereto. See Section 1.01.

Plan Administrator or Administrator shall mean the Committee appointed by the
Board pursuant to Article 10 to administer the Plan. All references in the Plan
to the Administrator shall be deemed to apply to the Committee and vice versa.
The Committee so appointed is hereby designated as the "Administrator" of the
Plan within the meaning of Section 3(16) of the Act.

Plan Year shall be the calendar year.

Pre-Tax Contribution Account shall mean the portion of a Participant's Account
attributable to Pre-Tax Contributions, and the total of the Adjustments which
have been credited to or deducted from a Participant's Account with respect to
Pre-Tax Contributions.



                                    - 10 -
<PAGE>   18

Pre-Tax Contribution shall mean contributions made to the Plan during the Plan
Year by the Employer, at the election of the Participant, in lieu of cash
compensation and that are made pursuant to a salary reduction agreement. Such
contributions are nonforfeitable when made and distributable only as specified
in Article 8 or Article 9.

Qualified, as used in "qualified plan" or "qualified trust" shall mean a plan
and trust which are entitled to the tax benefits provided respectively by
Sections 401 and 501 of the Code, and related provisions of the Code.

Qualified Nonelective Contribution Account shall mean the portion of a
Participant's Account attributable to Qualified Nonelective Contributions, and
the total of the Adjustments which have been credited to or deducted from a
Participant's Account with respect to Qualified Nonelective Contributions.

Qualified Nonelective Contribution shall have that meaning as defined in
Section 5.03.

Retirement shall mean the Termination Date of a Participant on or after his
Normal Retirement Date.

Spouse shall mean the person who was married to the Participant (in a civil or
religious ceremony recognized under the laws of the state where the marriage
was contracted) immediately prior to the date on which payments to the
Participant from the Plan begin. If the Participant dies prior to the
commencement of benefits, Spouse shall mean a person who is married to a
Participant (as defined in the immediately preceding sentence) on the date of
the Participant's death. A Participant shall not be considered married to
another person as a result of any common law marriage whether or not such
common law marriage is recognized by applicable state law.

Stock Bonus Contribution Account shall mean the portion of a Participant's
Account attributable to Stock Bonus Contributions, and the total of the
Adjustments which have been credited to or deducted from a Participant's
Account with respect to such Stock Bonus Contributions.

Stock Bonus Contribution shall have that meaning as defined in Section 5.02.

Termination Date shall mean the first to occur of the following events:

         (a)      Voluntary resignation from service of the Employer; or

         (b)      Discharge from the service of the Employer by the Employer;
                  or

         (c)      Retirement; or

         (d)      Death; or



                                    - 11 -
<PAGE>   19


         (e)      The first anniversary of the date the Employee ceases
                  Employment for any reason not described above (e.g.,
                  vacation, holiday, sickness, disability, leave of absence, or
                  layoff).

If, however, an Employee terminates his Employment on account of an event
described in paragraphs (a) - (c) above and the Employee performs an Hour of
Service within twelve months following such termination of Employment (or such
lesser period as provided in Treasury Regulation ss. 1.410(a)-7(d)(iii)(B)),
the Employee shall be considered as having been in active Employment during
such period of absence for purposes of determining the Employee's eligibility
to participate in the Plan and for purposes of determining the Employee's
nonforfeitable interest in his Account Balance.

Treasury Regulation means regulations pertaining to certain Sections of the
Code as issued by the Secretary of the Treasury.

Trust or Trust Agreement shall refer to the Fund established pursuant to one or
more agreements of trust entered into between the Employer and one or more
trustees (sometimes referred to as sub-trusts), which governs the creation and
maintenance of the Fund, and all amendments thereto which may hereafter be
made. It is expressly intended that (if the Committee so directs) multiple
sub-trusts may be established under this Plan, which together shall comprise
the Trust Fund hereunder and that all of the sub-trusts shall be considered to
be a single trust fund for purposes of Section 1.414(1)- 1(b)(1) of the
Treasury Regulations.

Trustee shall mean any institution or individual(s) who shall accept the
appointment of the Committee to serve as Trustee pursuant to the Plan.

Valuation Date shall mean March 31, June 30, September 30 and December 31 of
each Plan Year or such other day as selected by the Committee.

Voluntary After-Tax Contribution shall have the meaning as defined in Section
4.01(b).

Voluntary After-Tax Contribution Account shall mean the portion of a
Participant's Account attributable to Voluntary After-Tax Contributions and the
total of the Adjustments which have been credited to or deducted from a
Participant's Account with respect to such Voluntary After-Tax Contributions.

Year of Eligibility Service shall have the meaning as defined in Section 3.02.

Other Rules. A defined term, such as "Retirement", will normally govern the
definitions of derivatives therefrom, such as "Retire", even though such
derivatives are not specifically defined and even if they are or are not
initially capitalized. The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender, unless the context clearly indicates
to the contrary. Singular and plural nouns and pronouns shall be
interchangeable as the factual context may allow or require. The words
"hereof", "herein", "hereunder" and other similar compounds of the word "here"
shall mean and refer to the entire Plan and not to any particular provision or
Section.



                                    - 12 -
<PAGE>   20


                                   ARTICLE 3

                                 PARTICIPATION

3.01       Participation.

           (a)      Eligible Employees on the Effective Date. Any Eligible
                    Employee who participated in the Prior Plan and who is in
                    Employment with an Employer on the Effective Date shall
                    continue their participation in this Plan as of the
                    Effective Date.

           (b)      Other Employees.  An Eligible Employee who does not satisfy
                    the requirements of paragraph (a) above and who is normally
                    scheduled to work more than thirty (30) hours per week
                    ("Full-Time Employee"), shall become a Participant in the
                    Plan in accordance with Section 3.01(c) below. An Eligible
                    Employee who does not satisfy the requirements of paragraph
                    (a) above and who is normally scheduled to work thirty (30)
                    or fewer hours per week ("Part-Time Employee"), shall
                    become a Participant in the Plan in accordance with Section
                    3.01(d) below. See Section 3.04 below for special rules
                    that apply to new Employees following an acquisition.

           (c)      Full-Time Employees. An Eligible Employee who is a
                    Full-Time Employee shall become a Participant in the Plan
                    on the Entry Date immediately following the later of (i)
                    the date on which the Employee has completed a Ninety Day
                    Period of Continuous Employment or (ii) the date the
                    Employee becomes a member of the class of Eligible
                    Employees.

           (d)      Part-Time Employees. An Eligible Employee who is a
                    Part-Time Employee shall become a Participant in the Plan
                    for all purposes of the Plan on the Entry Date next
                    following the later of (i) the date on which the Eligible
                    Employee has both completed one Year of Eligibility Service
                    and attained age 21 or (ii) the date the Employee becomes a
                    member of the class of Eligible Employees.

           (e)      Break in Service.  If an Eligible Employee either (i) is
                    not employed or (ii) is no longer an Eligible Employee on
                    the earliest Entry Date on or after which such Employee
                    satisfied the requirements described above, but returns to
                    work or again becomes an Eligible Employee before incurring
                    a Break in Service, such Eligible Employee shall commence
                    participation on the next Entry Date after the date such
                    Employee returns to work or again becomes an Eligible
                    Employee. If the Employee returns to work or again becomes
                    an Eligible Employee after a Break in Service, such
                    Employee must again satisfy the requirements of Section
                    3.01.



                                    - 13 -
<PAGE>   21


           (f)      Enrollment. An Eligible Employee who becomes eligible to
                    participate in this Plan will be asked to follow certain
                    procedures to enroll in the Plan, and pursuant to which he
                    will designate Beneficiaries and may elect to make Pre-Tax
                    Contributions. However, an Eligible Employee's
                    participation in the Plan shall not be contingent upon
                    completion of such enrollment process.

3.02       Period of Eligibility Service.

           (a)      Ninety Day Period of Eligibility Service.  A Full-Time
                    Employee shall complete a Ninety Day Period of Continuous
                    Employment.

           (b)      Year of Eligibility Service.  A Year of Eligibility Service
                    is determined under the 1,000 Hours of Service method.
                    Accordingly, a Part-Time Employee shall receive one Year
                    of Eligibility Service upon completing a twelve consecutive
                    month period of Employment during which the Part-Time
                    Employee earns at least 1,000 Hours of Service. The initial
                    twelve month period shall be the twelve consecutive month
                    period commencing on the Part-Time Employee's date of hire
                    or rehire. If the Part-Time Employee fails to complete
                    1,000 Hours of Service during this 12 month period, the
                    Part-Time Employee shall receive a Year of Eligibility
                    Service upon completing at least 1,000 Hours of Service
                    during a Plan Year (commencing with the Plan Year during
                    which the Part-Time Employee's first anniversary of his
                    date of hire occurs).

           (c)      Break in Service. For purposes of this Article 3, an
                    Employee shall not receive credit for any period of
                    Employment which precedes a Break in Service if, at the
                    time of the Break in Service, the Employee had never been a
                    Participant in the Plan.

           (d)      Authorized Leave of Absence. A period during which an
                    Employee is on Authorized Leave of Absence shall not count
                    towards the Employee's completion of the Period of
                    Eligibility Service nor toward the Employee's Break in
                    Service if such Employee resumes Employment immediately
                    after the end of such Authorized Leave of Absence.

           (e)      Transfer of Employment from an Affiliate. If an Employee
                    transfers employment directly from an Affiliate (that does
                    not participate in this Plan) to an Employer, such Employee
                    shall receive credit toward the Employee's Period of
                    Eligibility Service under this Plan for such Employee's
                    Hours of Service with the Affiliate.



                                    - 14 -
<PAGE>   22


3.03       Participation and Rehire.

           (a)      Status as a Participant.  A Participant's participation in
                    the Plan shall continue until the Participant's Termination
                    Date. On or after his Termination Date, the Employee shall
                    be known as a "Former Participant" and his benefits shall
                    thereafter be governed by the provisions of Article 8. The
                    individual's status as a Former Participant shall cease as
                    of the date the individual ceases to have any balance in
                    his Account. If a Participant ceases to be an Eligible
                    Employee but does not have a Termination Date, then such
                    person shall continue to be known as a "Participant," but
                    shall not be eligible to make Pre-Tax Contributions and
                    shall not be eligible to receive Employer Contributions.

           (b)      Rehire of Person who was a Participant in this Plan. An
                    Eligible Employee who was a Participant in this Plan at the
                    time of his Termination Date and who is subsequently
                    rehired by an Employer, shall be eligible to participate in
                    this Plan on the date of his rehire or, if later, on the
                    date he becomes an Eligible Employee.

3.04       Acquisitions.

           If a group of persons becomes employed by an Employer (or any of its
           subsidiaries or divisions) as a result of an acquisition of another
           employer, the Committee shall determine whether and to what extent
           employment with such prior employer shall be treated as eligibility
           service for purposes of Section 3.02, the applicable Entry Date (or
           special entry date) for such acquired employees, and any other terms
           and conditions which apply to eligibility to participate in this
           Plan. Such terms and conditions shall be set forth in Schedule A or
           Schedule B to this Plan by action of the Committee. Except to the
           extent required by law, employees of an acquired business which is
           not identified in Schedule A or Schedule B shall be treated as
           having first accrued an Hour of Service as of the date of the
           Employer's acquisition of such business.

3.05       Not Contract for Employment.

           Participation in the Plan shall not give any Employee the right to
           be retained in the Employer's employ, nor shall any Employee, upon
           dismissal from or voluntary termination of his employment, have any
           right or interest in the Fund, except as herein provided.

3.06       Special Eligibility Rule for Stock Bonus Contribution.

           See Section 1.01 for background regarding the Conversion and Plan of
           Conversion. Each Eligible Employee in Employment as of the
           Conversion (expected to be May 28, 1997) ("Conversion Date") shall
           become a Participant in



                                    - 15 -
<PAGE>   23

         the Plan as of the Conversion Date regardless of whether the Eligible
         Employee had completed a Period of Eligibility Service. The purpose of
         this special eligibility rule is to allow all Eligible Employees who
         are in Employment on the Conversion Date to share in the one-time
         Stock Bonus Contribution (see Section 5.02). All Eligible Employees
         hired after the Conversion Date shall not become a Participant until
         such Eligible Employees have satisfied the requirements of Section
         3.01.



                                    - 16 -
<PAGE>   24


                                   ARTICLE 4

                       EMPLOYEE CONTRIBUTIONS; ROLLOVERS


4.01     Employee Contributions.

         Except during periods of suspension as set forth in Section 4.03(b), a
         Participant may elect to make Pre-Tax Contributions, Voluntary
         After-Tax Contributions, or both by means of payroll deduction, as
         provided below.

         (a)      Pre-Tax Contributions. A Participant may contribute as a
                  Pre-Tax Contribution any whole percentage from 1% to 16% of
                  his Earnings during any Plan Year. It is expressly intended
                  that, to the extent allowable by law, Pre-Tax Contributions
                  shall not be included in the gross income of the Participant
                  for income tax purposes and shall be deemed contributions
                  under a cash or deferred arrangement pursuant to Code
                  ss.401(k).

         (b)      Voluntary After-Tax Contributions.  A Participant may elect
                  to make after-tax contributions to the Plan which are known
                  as Voluntary After-Tax Contributions. A Participant may
                  contribute as an After-Tax Contribution any whole percentage
                  of the Participant's Earnings during the Plan Year up to 16%
                  less the percentage of Earnings the Participant elects to
                  contribute to the Plan as a Pre-Tax Contribution. The
                  Committee may, at any time, suspend the making of further
                  Voluntary After-Tax Contributions or reduce the maximum
                  percentage of Earnings that may be contributed to the Plan as
                  a Voluntary After-Tax Contribution. A Participant may make a
                  Voluntary After-Tax Contribution without making a Pre-Tax
                  Contribution and vice versa. However, no Employer Matching
                  Contribution will be made on Voluntary After-Tax
                  Contributions.

         (c)      The Committee may establish guidelines and rules in order to
                  effectuate the provisions of this Section.

         (d)      Earnings. For this purpose, "Earnings" means Compensation, as
                  defined in paragraph (a) of the definition set forth in
                  Article 2, and by disregarding paragraph (b) of such
                  definition. Earnings prior to becoming a Participant are
                  ignored.

4.02     Elections Regarding Employee Contributions.

         (a)      Procedure for Making Elections.  Elections by a Participant
                  to make Employee Contributions to the Plan shall be made in
                  writing on a form



                                    - 17 -
<PAGE>   25

                  prescribed by the Committee (or by such other means as
                  determined by the Committee) and by designating on such form
                  the percentage of Earnings that will be contributed as a
                  Pre-Tax Contribution and/or Voluntary After-Tax Contribution
                  during each pay period. The election to make Employee
                  Contributions shall be effective on the first payroll period
                  of the calendar quarter that is at least 30 days after the
                  Employer receives such election form (or such smaller number
                  of days as determined by the Committee on a nondiscriminatory
                  basis). However, Participants who complete an election form
                  within 30 days of becoming a Participant may commence to make
                  Pre-Tax Contributions effective on the first day of the
                  Participant's normal pay period (or as soon as reasonably
                  practicable thereafter) after the Employer receives such
                  election form.

         (b)      Additional Limitations of Employee Contributions. Pre-Tax
                  Contributions and Voluntary After-Tax Contributions shall be
                  subject to the limitations described in Section 12.02
                  (maximum dollar contribution limit), Section 12.03 (ADP
                  non-discrimination test) and Article 14 (Code ss. 415 limit).

4.03     Change in Employee Contribution Percentage or Suspension of
         Contributions.

         (a)        Change of Contribution Percentage. A Participant may
                    increase or decrease the percentage of his Earnings
                    contributed as a Pre-Tax Contribution or Voluntary
                    After-Tax Contribution once each calendar quarter by
                    delivery of written notice to the Committee (or by such
                    other means as determined by the Committee). In order to be
                    effective, the Participant must notify the Committee at
                    least 30 days prior to the date that the increase or
                    decrease will become effective (or such lesser number of
                    days as determined by the Committee on a nondiscriminatory
                    basis).

         (b)        Suspension of Contributions.  A Participant may suspend his
                    Pre-Tax Contributions and/or Voluntary After-Tax
                    Contributions at any time by properly completing a form
                    prescribed by the Committee. The suspension of Pre-Tax
                    Contributions and/or Voluntary After-Tax Contributions will
                    be effective on the first day of the Participant's normal
                    payroll period that begins 30 days after the Participant
                    delivers the completed form to the Committee. A Participant
                    may resume making Pre-Tax Contributions and/or Voluntary
                    After-Tax Contributions on or after the calendar quarter
                    which is after the effective date of such suspension of
                    contributions and only after informing the Committee in
                    writing at least 30 days prior to the date on which the
                    Pre-Tax Contributions and/or Voluntary After-Tax
                    Contributions are to resume. The Committee, on a
                    nondiscriminatory basis, may prescribe a lesser number of
                    days on which the suspension or resumption of Pre-Tax
                    Contributions and/or Voluntary After-Tax Contributions is
                    to be effective. A Participant's Employee Contributions
                    shall automatically be



                                    - 18 -
<PAGE>   26

                    suspended beginning on the first payroll period that
                    commences after the Participant is not in receipt of
                    Earnings, the Participant's layoff or the Participant's
                    Authorized Leave of Absence without pay. A Participant may
                    continue to make Voluntary After-Tax Contributions even
                    though the Participant has suspended the contribution of
                    Pre-Tax Contributions and vice versa.

         (c)        Other Rules.

                   (1)     See Section 9.03 for circumstances under which a
                           Participant's Pre-Tax Contributions and Voluntary
                           After-Tax Contributions could be suspended for a
                           period of at least 12 months after such Participant
                           receives a hardship distribution.

                   (2)     In order to satisfy the provisions of Article 12 and
                           Article 14, the Committee may from time to time
                           either temporarily suspend the Employee
                           Contributions of Participants or reduce the maximum
                           permissible Employee Contribution that may be made
                           to the Plan by Employees.

                   (3)     Any reduction, increase, or suspension of Pre-Tax
                           Contributions described in this Article 4.03 shall
                           be made in such manner as the Committee may
                           prescribe from time to time consistent with the
                           provisions of this Article.

4.04     Deadline for Contributions and Allocation of Employee Contributions.

         Employee Contributions shall be deducted by the Employer from the
         Participant's Earnings and paid to the Trustee as promptly as possible
         after the end of each regular pay period but in no event later than 15
         business days after the end of the month in which such Employee
         Contributions have been retained by the Employer.

4.05     Rollover Contribution.

         (a)        Without regard to any limitation on contributions set forth
                    in this Article, an Eligible Employee may, if the Committee
                    consents (based on non-discriminatory criteria), transfer
                    to the Trustee during any Plan Year cash, provided such
                    cash:

                   (1)       was received by the Participant from a Qualified
                             Plan maintained by a previous employer of the
                             Participant and qualifies as a rollover
                             contribution within the meaning of Code ss.
                             402(c)(4);



                                    - 19 -
<PAGE>   27


                   (2)       was received by the Participant from an individual
                             retirement account or individual retirement
                             annuity and qualifies as a rollover contribution
                             within the meaning of Code ss. 408(d)(3)(A)(ii)

         (b)        Such cash shall be held by the Trustee in the Employee's
                    Rollover Account. All such amounts so held shall at all
                    times be fully vested and nonforfeitable. Such amounts
                    shall be distributed to the Eligible Employee after his
                    Termination Date in the manner provided in Article 8.

         (c)        Unless the Committee determines otherwise, the Company
                    Stock Fund will not be available for balances in the
                    Rollover Account.



                                    - 20 -
<PAGE>   28


                                   ARTICLE 5

                             EMPLOYER CONTRIBUTIONS


5.01     Employer Matching Contribution.

         (a)        Amount and Allocation of Employer Matching Contribution.
                    The Employer Matching Contribution shall be equal to 75% of
                    a Participant's Pre-Tax Contributions made during each
                    payroll period. However, such Employer Matching
                    Contribution will not exceed six percent (6%) of the
                    Participant's Compensation for such payroll period
                    (ignoring compensation earned before becoming a
                    Participant).

         (b)        Make-Up Contribution.  If a Participant is unable to
                    continue contributing to the Plan because the Participant
                    has reached the maximum contribution limit of Section 12.03
                    (Code Section 402(g)), the Employer shall nevertheless make
                    the Employer Matching Contribution described in
                    subparagraph (a) above on behalf of such Participant, in
                    the manner determined by the Committee, until the
                    Participant's Employer Matching Contribution for the Plan
                    Year is equal to 75% of a Participant's Pre-Tax
                    Contributions made during such Plan Year. However, such
                    Employer Matching Contribution will not exceed six percent
                    (6%) of the Participant's annual Compensation (ignoring
                    compensation earned before becoming a Participant).

5.02     Stock Bonus Contributions.

         (a)      Allocation of 100 Shares of Company Stock. As soon as
                  practicable following the effective date of the Conversion
                  (as described below), each Participant shall receive an
                  allocation of 100 shares of Company Stock. Such stock shall
                  be allocated to the Participant's Stock Bonus Contribution
                  Account.

         (b)      Conversion. See Section 1.01 for background regarding the
                  Conversion. In general, the Conversion referred to above is
                  the act of the Employers Self Insurers Fund, a Florida group
                  self-insurance fund, converting to a stock insurance company
                  on or about May 28, 1997.

5.03     Qualified Nonelective Contributions.

         In the sole discretion of the Board, an additional Employer
         Contribution may be made to the Plan which shall be known as a
         "Qualified Nonelective Contribution". Such contribution shall be made
         in order to satisfy the requirements of Article 12, and shall be
         allocated to the Qualified Nonelective Contribution Accounts of those



                                    - 21 -
<PAGE>   29

         Non-highly Compensated Employees selected by the Committee at the time
         such Qualified Nonelective Contribution is made, or as soon thereafter
         as possible.

5.04     Form and Timing of Contributions.

           (a)      Employer Contributions shall be made in cash or in
                    Qualifying Employer Securities. Employer Matching
                    Contributions and Stock Bonus Contributions shall be
                    delivered to the Trustee on or before the date prescribed
                    by the Code for filing the Employer's federal income tax
                    return, including authorized extensions. Qualified
                    Nonelective Contributions shall be delivered to the Trustee
                    on or before the last day of the twelfth month following
                    the close of the Plan Year to which the contribution
                    relates.

           (b)      Except as provided in this Section 5.05, all Employer
                    Contributions shall be irrevocable, shall never inure to
                    the benefit of any Employer, shall be held for the
                    exclusive purpose of providing benefits to Participants and
                    their Beneficiaries (and contingently for defraying
                    reasonable expenses of administering the Plan), and shall
                    be held and distributed by the Trustees only in accordance
                    with this Plan.

           (c)      Upon an Employer's request and to the extent permitted by
                    the Code and other applicable laws and regulations
                    thereunder, a contribution (either Employee or Employer
                    Contribution) which was made by a mistake in fact, or
                    conditioned upon the initial qualification of the Plan
                    under Codess.401(a) or upon the deductibility of the
                    contribution underss.404 of the Code shall be returned to
                    the Employer within one year after the payment of the
                    contribution, the denial of the Plan's initial
                    qualification, or the disallowance of the deduction (to the
                    extent disallowed) whichever is applicable. All
                    contributions to this Plan are expressly conditioned on the
                    deductibility of such contributions under Code Section 404
                    and on the initial qualification of the Plan.

5.05      Forfeitures.

          Forfeitures shall first be applied to restore amounts previously
          forfeited pursuant to Section 7.05(c). Thereafter any remaining
          Forfeitures shall be applied to reduce Plan administrative expenses
          and/or reduce Employer Contributions. See Section 7.05 to determine
          when a forfeiture of a Participant's Account occurs.



                                    - 22 -
<PAGE>   30


                                   ARTICLE 6

                            ACCOUNTS AND ALLOCATIONS


6.01     Participant Accounts.

           (a)      Individual Account Plan. This Plan is an "individual
                    account plan," as that term is used in ERISA. A separate
                    Account shall be maintained for each Participant, former
                    Participant or Beneficiary, so long as he has an interest
                    in the Trust Fund.

           (b)      Sub-Accounts. Each Account shall be divided (as
                    appropriate) into the following parts and sub-parts:

                    (1)      The Pre-Tax Contribution Account, which shall
                             reflect Pre-Tax Contributions contributed to this
                             Plan and any Adjustments thereto.

                    (2)      The Stock Bonus Contribution Account, which shall
                             reflect Stock Bonus Contributions contributed to
                             this Plan and any Adjustments thereto.

                    (3)      The Employer Matching Contribution Account, which
                             shall reflect Employer Matching Contributions
                             contributed to this Plan and any Adjustments
                             thereto.

                    (4)      The Rollover Account, which shall reflect the
                             value of all investments derived from the
                             Participant's Rollover Contributions under this
                             Plan and any Adjustments thereto.

                    (5)      The Voluntary After-Tax Contribution Account,
                             which shall reflect Voluntary After-Tax
                             Contributions contributed to the Plan and any
                             Adjustments thereto.

                    (6)      The Qualified Nonelective Contribution Account,
                             which shall reflect Qualified Nonelective
                             Contributions contributed to this Plan and any
                             Adjustments thereto.

                    The Committee may divide any Account into such additional
                    sub-portions as the Committee deems to be necessary or
                    advisable under the circumstances or to establish other
                    accounts or sub-accounts as needed. The Committee may
                    delegate the responsibility for the maintenance of any
                    Account or sub-account(s).



                                    - 23 -
<PAGE>   31


           (c)      Value of Account as of Valuation Date. As of each Valuation
                    Date, each Participant's Account shall equal:

                    (1)      his total Account as determined on the immediately
                             preceding Valuation Date, plus

                    (2)      his Employee Contributions added to his Account
                             since the immediately preceding Valuation Date,
                             plus

                    (3)      his Employer Contributions added to his Account
                             since the immediately preceding Valuation Date,
                             plus

                    (4)      his Rollover Contributions or amounts transferred
                             to this Plan from the trustee of another Qualified
                             plan and which were added to his Account since the
                             immediately preceding Valuation Date, minus

                    (5)      his Distributions, if any, since the immediately
                             preceding Valuation Date, plus or minus

                    (6)      his allocable share of Adjustments.

6.02     Allocation of Adjustments.

         The Adjustment for each Investment Fund shall be calculated as of each
         Valuation Date. The Adjustment for a given Investment Fund shall be
         allocated to each Account invested in such Investment Fund in the
         proportion that each such Account bears to the total of all such
         Accounts. Such Valuation shall occur prior to the allocation of
         Employer Contributions, by taking into account (or reducing the
         Account by) 50% of the Participant's Employee Contributions, Rollover
         Contributions, loan repayments and transfers to this Plan from the
         trustee of another Qualified plan, by taking into account (or reducing
         the Account for) all Distributions, and Forfeitures, and by taking
         into account (or reducing the Account by) 50% of the Participant's new
         loans which for any of the above occurred since the prior Valuation
         Date.

         Any cash or stock dividend received on shares of Company Stock
         allocated to a Participant's Company Stock Fund shall be allocated to
         such Fund. The adjustment allocable to a Participant's directed
         investment of his or her loan shall be the interest payments made by
         the Participant with respect to such loan since the immediately
         preceding Valuation Date.



                                    - 24 -
<PAGE>   32


6.03     Plan Expenses.

         The Committee may direct that expenses attributable to general Plan
         administration be allocated among the Accounts of all Participants in
         proportion to their Account balances. Furthermore, to the extent
         permitted by ERISA, expenses attributable to a specific Participant's
         Account may be charged to that Participant's Account (for example, any
         brokerage commission attributable to Company Stock held in the
         Participant's Account that is purchased or sold at the direction of
         the Participant).

6.04     Investment Funds and Elections.

           (a)      Election of Investment Funds. Each Participant shall
                    direct, following such procedures as may be specified by
                    the Committee, to have his Account allocated or reallocated
                    among the Investment Funds.

           (b)      Initial Investment Direction.  A Participant's initial
                    investment election must allocate his entire Account in 25%
                    increments among the Investment Funds, as of the date of
                    the directive, and all subsequent contributions to each
                    sub-account for so long as the election remains in effect.
                    An Employee who fails to make a proper investment election
                    by the deadline established by the Committee for such
                    purpose, shall be deemed to have elected to allocate the
                    non-directed portion of his Account in the Investment Fund
                    that, in the Committee's determination, best preserves
                    principal.

           (c)      Subsequent Elections. Investment elections will remain in
                    effect until changed by a new election. New elections may
                    be made by a Participant in 25% increments among the
                    Investment Funds once each calendar quarter. New elections
                    may change future allocations to the Participant's Account,
                    may reallocate between the Investment Funds any amounts
                    previously credited to the Participant's Account, or may
                    leave the allocation of such prior amounts unchanged.

           (d)      Investment Options. The Committee shall select such
                    Investment Funds as are deemed appropriate and shall notify
                    affected Participants of such Investment Funds. The
                    Committee may modify, eliminate or select new Investment
                    Funds from time to time and shall notify affected
                    Participants of such changes and solicit new investment
                    elections, if appropriate.

           (e)      Company Stock Fund. The Investments Funds selected by the
                    Committee shall include the Company Stock Funds described
                    in (i) and (ii) below:



                                    - 25 -
<PAGE>   33


                    (i)      Employee and Employer Contributions. Effective
                             October 1, 1997, each Participant may elect to
                             invest the Participant's Employee and Employer
                             Contributions in the Company Stock Fund.

                    (ii)     Stock Bonus Contribution Account. All amounts held
                             in the Participant's Stock Bonus Contribution
                             Account shall be allocated to the Company Stock
                             Fund.

6.05     Errors.

         Where an error or omission is discovered in any Participant's Account,
         the Committee shall make appropriate corrective adjustments as of the
         end of the Plan Year in which the error or omission is discovered. If
         it is not practical to correct the error retroactively, then the
         Committee shall take such action in its sole discretion as may be
         necessary to make such corrective adjustments, provided that any such
         actions shall treat similarly situated Participants alike and shall
         not discriminate in favor of Highly Compensated Employees.

6.06     Valuation For Purposes of Distributions.

           (a)      For the purposes of Article 8, each Participant's Account
                    shall be valued as of the Valuation Date immediately
                    preceding the Distribution of the Participant's Account.

           (b)      Notwithstanding paragraph (a) above and notwithstanding
                    Section 8.01, if the Committee in its discretion determines
                    that there has been a significant change in the market
                    value of the assets held in the Fund since the Valuation
                    Date which precedes the proposed date of distribution, the
                    Committee in its discretion and on a non-discriminatory
                    basis may postpone the Distribution until a reasonable time
                    following the next Valuation Date and shall use the value
                    of the Account computed as of the later Valuation Date in
                    determining the amount of the Distribution.

           (c)      No person entitled to a Distribution shall receive interest
                    or other earnings on the Account from the applicable
                    Valuation Date described in subsection (a) or subsection
                    (b) above, to the date of actual Distribution to such
                    person.

           (d)      This Section 6.06 shall not apply to the valuation of
                    Accounts for purposes of in-service withdrawals. Instead,
                    see Section 9.17.



                                    - 26 -
<PAGE>   34


                                   ARTICLE 7

                                    VESTING


7.01     Retirement.

         A Participant who has a Termination Date on or after his Normal
         Retirement Date shall be 100% vested in his Account. Such Account will
         be distributed on the date and in the form specified in Article 8.

7.02     Permanent Disability.

         A Participant who has a Termination Date on account of Permanent
         Disability shall become 100% vested in his Account as of the date of
         such Permanent Disability and shall be entitled to a Distribution of
         his Account on the date and in the form specified in Article 8.

7.03     Death.

         A Participant who has a Termination Date on account of death shall
         become 100% vested in his Account. The Participant's Beneficiary shall
         receive a Distribution of such Account on the date and in the form
         specified in Article 8.

7.04     Other Termination Date.

         (a)      In General. Upon a Participant's Termination Date for any
                  reason other than Retirement, Permanent Disability or death,
                  the Participant shall be entitled to the vested portion of
                  his Account, which shall be distributed on the date and in
                  the form specified in Article 8.

         (b)      100% Vesting in Employee Contributions and Certain
                  Sub-Accounts. A Participant shall always be one hundred
                  percent (100%) vested in his Pre-Tax Contribution Account,
                  Voluntary After-Tax Contribution Account, Qualified
                  Nonelective Contribution Account, and Rollover Account.

         (c)      Vesting Schedule in Employer Contributions. Any Participant
                  who terminates Employment for any reason other than
                  Retirement, Permanent Disability or death shall be vested in
                  his Stock Bonus Contribution Account and Employer Matching
                  Contribution Account pursuant to the vesting schedule set
                  forth below.



                                    - 27 -
<PAGE>   35

<TABLE>
<CAPTION>
                  Years of Credited Service
                   as of Termination Date           Vested Percentage
                   ----------------------           -----------------
                  <S>                               <C>
                      Less than 3 Years                        0%
                           3 Years                        33-1/3%
                           4 Years                        66-2/3%
                           5 Years                           100%
</TABLE>

         (d)      Prior Employer Account. See Schedule C for the vesting
                  provisions applicable to a Participant's Prior Employer
                  Account.

         (e)      Forfeiture. That portion of the Participant's Account which
                  is not vested upon the Participant's Termination Date shall
                  be forfeited in accordance with Section 7.05.

7.05     Forfeitures.

         (a)      No Distribution of Account Prior to Break in Service. A
                  Participant who has a Termination Date but who does not
                  receive a Distribution of his vested Account prior to
                  incurring a Break in Service shall, upon incurring the Break
                  in Service, forfeit the non-vested portion of his Account. If
                  the terminated Participant resumes Employment with the
                  Employer prior to incurring a Break in Service, then the
                  Participant's entire Account, unreduced by any forfeiture,
                  shall become his beginning Account on the date he resumes
                  participation in the Plan.

         (b)      Distribution of Vested Account Prior to Break in Service. A
                  Participant who has a Termination Date and receives a
                  Distribution of his entire vested Account prior to incurring
                  a Break in Service, shall, upon such Distribution, forfeit
                  the non-vested portion of his Account. A Participant who is
                  not vested in any portion of his Account shall be deemed to
                  have received a Distribution of his entire vested account
                  upon his Termination Date and the Participant's non-vested
                  Account shall be immediately forfeited.

         (c)      Repayment of Account; Restoration of Non-Vested Account.
                  Except as provided below, a Participant who is re-hired by
                  the Employer shall have the right to repay to the Plan the
                  portion of the Participant's Account which was previously
                  distributed to him. In the event the Participant repays the
                  entire Distribution he received from the Plan, the Employer
                  shall restore the non-vested portion of the Participant's
                  Account. A Participant's Account shall first be restored, to
                  the extent possible, out of forfeitures under the Plan in the
                  Plan Year in which he was reemployed. To the extent such
                  forfeitures are insufficient to restore the Participant's
                  Account, restoration shall be made from Employer
                  Contributions. A Participant who



                                    - 28 -
<PAGE>   36

                  was deemed to have received a Distribution of his vested
                  Account (see subsection (b) above) shall be deemed to have
                  repaid such vested Account if such Participant is rehired
                  before incurring a Break in Service.

         (d)      Restrictions of Repayment Account. Notwithstanding anything
                  to the contrary in this Plan, a Participant shall not have
                  the right to repay to the Plan the portion of his Account
                  which was previously distributed to him after any of the
                  following events: (i) the Participant incurs a Break in
                  Service before returning to Employment, (ii) the Participant
                  fails to repay the prior Distribution within five years after
                  the Participant is re-employed by the Employer, or (iii) the
                  Participant received a Distribution of his entire Account
                  balance at the time of such earlier Distribution.

         (e)      Allocation of Forfeitures. See Section 5.05 for the
                  allocation of forfeitures.



                                    - 29 -
<PAGE>   37


                                   ARTICLE 8

                                 DISTRIBUTIONS


8.01     Commencement of Distribution.

         The Participant's Account shall be distributed at the earliest of the
         following dates:

         (a)      Termination of Employment. If a Participant has a Termination
                  Date other than on account of death, the Participant's
                  Account will normally commence to be distributed no later
                  than 90 days following the end of the calendar quarter in
                  which such Participant requests a Distribution of his
                  Account. Such request shall be made on a form provided by the
                  Committee. See Section 8.01(c) for circumstances where the
                  Participant's consent to a Distribution is not required.

         (b)      Death. If a Participant has a Termination Date on account of
                  death, the Participant's Account shall normally be
                  distributed within 90 days after the Participant's death
                  unless the particular facts and circumstances require a
                  longer waiting period.

         (c)      Consent of Participant. A Participant's consent to a
                  Distribution of his Account shall not be required in the
                  circumstances described below, and the Committee shall direct
                  the Trustee to distribute the Participant's Account as
                  provided below:

                  (i)      Account Less Than $3,500. If the Participant's
                           vested Account balance is less than or equal to
                           $3,500 ($5,000 on or after January 1, 1998) at the
                           time of the Distribution (as well as at the time of
                           any Prior Distribution), such Account will normally
                           be distributed in a lump sum no later than 90 days
                           after the end of the calendar quarter in which such
                           Termination Date occurred.

                  (ii)     Age 70-1/2. If a distribution is required under
                           Section 8.08 (relating to mandatory distributions
                           for Participants age 70-1/2), the Participant's
                           Account will be distributed as provided in such
                           Section.

                  (iii)    Retirement After Age 65. If a Participant has
                           incurred a Termination Date and is age 65 or older,
                           the Plan shall begin distribution of the
                           Participant's Account no later than 60 days
                           following the end of the Plan Year in which the
                           Participant attains age 65 or, if later, within 60
                           days following the end of the Plan Year in which the
                           Participant has a Termination Date.



                                    - 30 -
<PAGE>   38


         (d)      In-Service Withdrawals. Hardship withdrawals (see Article 9)
                  and age 59-1/2 distribution (see Section 8.11) shall normally
                  commence no later than 90 days after such request is approved
                  by the Committee.

         (e)      Committee Direction to Trustee. The Committee shall issue
                  directions to the Trustee concerning the recipient and the
                  distribution date of benefits which are to be paid from the
                  Trust pursuant to the Plan.

         (f)      Committee Guidelines. The Committee may establish for
                  administrative purposes, uniform and nondiscriminatory
                  guidelines concerning the commencement of benefits.

8.02     Method of Distribution.

         (a)      Except as provided in Section 8.03, the sole method of
                  distribution of a Participant's Account (regardless of
                  whether such distribution is made by reason of withdrawal or
                  Termination Date) shall be payment in a single lump sum.

         (c)      Distributions shall be made in cash.

8.03     Annuity Option for A&A Plan Benefits.

         Assets (and applicable earnings) held in this Plan that were
         originally contributed to Thrift Plan for Employees of Alexander &
         Alexander Services, Inc. and Subsidiaries and transferred to this Plan
         shall be separately accounted for ("A&A Plan Benefits"). A Participant
         (or Beneficiary, if applicable) may elect to receive a distribution of
         his or her A&A Plan Benefits in a lump sum, in the form of a joint and
         survivor annuity (with or without a period certain), or in a single
         life annuity.

8.04     Special Rules Applicable to Annuity Distributions.

         This Section 8.04 shall apply to a Participant only if and when the
         Participant elects to receive an annuity distribution of the
         Participant's A&A Plan Benefit. After a Participant elects to receive
         a Distribution of his A&A Plan Benefit in the form of an annuity, the
         Participant's form of distribution and Beneficiary designation shall
         be governed by Schedule D to the extent inconsistent with this Article
         8. In addition, the notice requirement of Schedule D shall apply.



                                    - 31 -
<PAGE>   39


8.05     Death Benefits.

         (a)      Death Benefits If Section 8.04 Applies. If the provisions of
                  Section 8.04 apply to the Participant (i.e., the Participant
                  previously elected to receive a Distribution of his or her
                  A&A Plan Benefits in the form of an annuity) and the
                  Participant dies prior to his Annuity Starting Date, the
                  Participant's Account shall be distributed in accordance with
                  the Pre-Retirement Survivor Annuity rules set forth in
                  Schedule D.

         (b)      Death Benefits if Section 8.04 Does Not Apply. If the
                  provisions of Section 8.04 does not apply (i.e., the
                  Participant has never elected to receive a Distribution of
                  his or her A&A Plan Benefits in the form of an annuity) and
                  the Participant dies, the Participant's vested Account shall
                  be distributed to the Participant's Beneficiary in a lump
                  sum. The Participant's Account will not be distributed in a
                  joint and survivor annuity or single life annuity.

8.06     Payment to Minors and Incapacitated Persons.

         In the event that any amount is payable to a minor or to any person
         who, in the judgment of the Committee, is incapable of making proper
         disposition thereof, such payment shall be made for the benefit of
         such minor or such person in any of the following ways as the
         Committee, in its sole discretion, shall determine:

         (a)      By payment to the legal representative of such minor or such
                  person;

         (b)      By payment directly to such minor or such person;

         (c)      By payment in discharge of bills incurred by or for the
                  benefit of such minor or such person. The Trustee shall make
                  such payments as directed by the Committee without the
                  necessary intervention of any guardian or like fiduciary, and
                  without any obligation to require bond or to see to the
                  further application of such payment. Any payment so made
                  shall be in complete discharge of the Plan's obligation to
                  the Participant and his Beneficiaries.

8.07     Application for Benefits.

         The Committee may require a Participant or Beneficiary to complete and
         file with the Committee certain forms as a condition precedent to the
         payment of benefits. The Committee may rely upon all such information
         given to it, including the Participant's current mailing address. It
         is the responsibility of all persons interested in distributions from
         the Trust Fund to keep the Committee informed of their current mailing
         addresses.



                                    - 32 -
<PAGE>   40


8.08     Special Distribution Rules.

         (a)      To the extent that the distribution rules described in this
                  Section provide a limitation upon distribution rules stated
                  elsewhere in this Plan, the distribution rules stated in this
                  Section shall take precedence over such conflicting rules.
                  However, under no circumstances shall the rules stated in
                  this Section be deemed to provide distribution rights to
                  Participants or their Beneficiaries which are more expansive
                  or greater than the distribution rights stated elsewhere in
                  this Plan. For example, if the Plan requires distributions to
                  commence at age 65 for Participants who have terminated
                  Employment, distributions must commence at age 65 and may not
                  be delayed to age 70-1/2.

         (b)      In no event may the distribution of a Participant's Account
                  commence later than April 1 following the later of the
                  calendar year in which the Participant (i) attains age 70-1/2
                  or (ii) terminates employment. However, a Participant who is
                  a 5 Percent Owner (as defined in Section 13.04) must receive
                  a distribution of his Account no later than April 1 following
                  the calendar year in which the Participant attains age 70-1/2
                  (collectively the "required beginning date").

         (c)      The entire interest of each Participant shall be distributed,
                  beginning not later than the required beginning date, in a
                  single lump sum or, if the provisions of Section 8.04 apply,
                  in the manner described in Schedule D.

         (d)      If a Participant dies before the required beginning date, the
                  Participant's vested Account must be distributed in a lump
                  sum within five years after the death of the Participant or,
                  if the provisions of Section 8.04 apply, in the manner
                  described in Schedule D.

         (e)      Notwithstanding anything to the contrary herein,
                  distributions under the Plan will comply with Treasury
                  Regulations issued under Code Section 401(a)(9) and any other
                  provisions reflecting Code Section 401(a)(9) as prescribed by
                  the Commissioner of the Internal Revenue Service.

8.09     Distributions Pursuant to Qualified Domestic Relations Orders.

         Notwithstanding anything to the contrary in this Plan, a "qualified
         domestic relations order", as defined in Code Section 414(p), may
         provide that any amount to be distributed to an alternate payee may be
         distributed immediately even though the Participant is not yet
         entitled to a distribution under the Plan. The intent of this Section
         is to provide for the distribution of benefits to an alternate payee
         as permitted by Treasury Regulation 1.401(a)-13(g)(3).



                                    - 33 -
<PAGE>   41


8.10     Direct Rollovers.

         (a)      In General. Notwithstanding any provision of the Plan to the
                  contrary that would otherwise limit a Distributee's election
                  under this Section, a Distributee may elect, at the time and
                  in the manner prescribed by the Plan Administrator, to have
                  any portion of an eligible rollover distribution paid
                  directly to an eligible retirement plan specified by the
                  Distributee in a direct rollover.

          (b)     Definitions.

                  Eligible Rollover Distribution. An Eligible Rollover
                  Distribution is any distribution of all or any portion of the
                  balance to the credit of the Distributee, except that an
                  Eligible Rollover Distribution does not include (i) any
                  distribution that is one of a series of substantially equal
                  periodic payments (not less frequently than annually) made
                  for the life (or life expectancy) of the Distributee or the
                  joint lives (or joint life expectancies) of the Distributee
                  and the Distributee's designated Beneficiary, or for a
                  specified period of ten years or more; (ii) any distribution
                  to the extent such distribution is required under Section
                  401(a)(9) of the Code; and (iii) the portion of any
                  distribution that is not includable in gross income
                  (determined without regard to the exclusion for net
                  unrealized appreciation with respect to employer securities).

                  Eligible Retirement Plan. An Eligible Retirement Plan is an
                  individual retirement account described in Section 408(a) of
                  the Code, an individual retirement annuity described in
                  Section 408(b) of the Code, an annuity plan described in
                  Section 403(a) of the Code, or a qualified trust described in
                  Section 401(a) of the Code, that accepts the Distributee's
                  Eligible Rollover Distribution. However, in the case of an
                  Eligible Rollover Distribution to the surviving spouse, an
                  Eligible Retirement Plan is an individual retirement account
                  or individual retirement annuity.

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

                  Direct Rollover. A Direct Rollover is a payment by the Plan
                  to the Eligible Retirement Plan specified by the Distributee.

         (c)      Waiver of 30-day Notice. If a distribution is one to which
                  Sections 401(a)(11) and 417 of the Internal Revenue Code do
                  not apply, such



                                    - 34 -
<PAGE>   42

                  distribution may commence less than 30 days after the notice
                  required under section 1.411(a)-11(c) of the Income Tax
                  Regulations is given, provided that:

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

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

8.11     Participant Withdrawals After Age 59-1/2.

         At any time after a Participant in active Employment attains age
59-1/2, such Participant may elect to withdraw all or part of his or her vested
Account (including any earnings thereon). In no event shall a Participant be
permitted to repay the amount of his or her in-service withdrawal. If the
Participant withdraws only a portion of his or her vested Account, the
Committee shall determine (in a nondiscriminatory manner) the source of the
Accounts and Investment Funds from which the withdrawal shall be made.
Participants must be in active Employment to request an age 59-1/2 withdrawal.
A Participant may receive only one age 59-1/2 withdrawal each calendar year. A
Participant who receives an age 59-1/2 withdrawal is not suspended from
continuing or commencing to make (in accordance with the Plan) Pre-Tax
contributions to the Plan.



                                    - 35 -
<PAGE>   43


                                   ARTICLE 9

                         IN-SERVICE WITHDRAWALS; LOANS


9.01     Hardship Withdrawal of Account.

         (a)      In General. Any Participant may request the Committee to
                  distribute to him part or all of his vested Account (other
                  than amounts held in the Participant's Qualified Nonelective
                  Contribution Account and certain earnings on the
                  Participant's Account as provided below).

         (b)      No Distribution of Earnings. Income or gain that is allocated
                  to the Participant's Pre-Tax Contribution Account may not be
                  distributed in a hardship withdrawal.

9.02     Definition of Hardship.

         Hardship shall mean an immediate and heavy financial need experienced
         by reason of:

         (a)      Expenses of any accident to or sickness of such Participant,
                  his Spouse or his dependents or expenses necessary to provide
                  medical care for such Participant, his Spouse or his
                  dependents;

         (b)      Purchase of a primary residence for such Participant;

         (c)      Payment of tuition and related educational fees for the next
                  twelve months of post-secondary education for the
                  Participant, his Spouse, children or dependents;

         (d)      The need to prevent the eviction of the Participant from his
                  principal residence or foreclosure on the Participant's
                  principal residence; or

         (e)      Other safe harbor financial hardships as commanded by
                  Treasury Regulations or other regulatory or judicial
                  authority in the firm and approved by the Committee.

9.03     Maximum and Minimum Hardship Distribution.

         A hardship distribution cannot exceed the amount required to meet the
         immediate financial need created by the hardship (after taking into
         account applicable federal, state, or local income taxes and
         penalties) and not reasonably available from other resources of the
         Participant. In order to ensure compliance with this requirement, the
         Committee may require the Participant to satisfy any or all of the
         provisions



                                    - 36 -
<PAGE>   44

         described below in (a), (b), or (c) below as a condition precedent to
         the Participant receiving a hardship distribution:

         (a)      No Other Sources Available. Certification by the Participant
                  on a form provided by the Committee for such purpose that the
                  financial need cannot be relieved (1) through reimbursement
                  or payment by insurance; (2) by reasonable liquidation of the
                  Participant's assets; (3) by ceasing Employee Contributions
                  under the Plan; (4) by other in-service distributions
                  (including loans and other in-service withdrawals) under the
                  Plan and under any other plan maintained by the Employer; or
                  (5) by borrowing from commercial lenders on reasonable
                  commercial terms.

         (b)      Receipt of all Distributions Available; Suspension of Future
                  Contributions. Receipt by the Participant of all
                  distributions that he is eligible to receive (including loans
                  and other in-service withdrawals) under this Plan and under
                  any other plan maintained by the Employer.

                  In addition, the Participant must agree to the following
                  limitations and restrictions:

                  (1)      The Participant's Pre-Tax Contributions and
                           Voluntary After-Tax Contributions shall
                           automatically be suspended beginning on the first
                           payroll period that commences after such Participant
                           requests and receives a hardship distribution. Such
                           Participant may resume making Pre-Tax Contributions
                           and/or Voluntary After-Tax Contributions only on the
                           first day of a calendar month which is at least 12
                           months after the effective date of such suspension
                           and only after informing the Committee in writing at
                           least 30 days (or such lesser time as specified by
                           the Committee) prior to the date on which the
                           Pre-Tax Contributions and/or Voluntary After-Tax
                           Contributions are to resume.

                  (2)      The maximum Pre-Tax Contribution the Participant may
                           make for the calendar year following his hardship
                           distribution shall be reduced by the amount of
                           Pre-Tax Contributions made by the Participant during
                           the calendar year in which he received his hardship
                           distribution.

                  (3)      The Participant shall be prohibited under a legally
                           enforceable agreement from making an employee
                           contribution to this Plan and any other plan
                           maintained by the Employer for at least 12 months
                           after the receipt of the hardship distribution. For
                           this purpose, the phrase "any other plan" includes
                           all qualified and nonqualified plans of deferred
                           compensation, stock option plans and stock purchase



                                    - 37 -
<PAGE>   45

                           plans. It does not include a health or welfare plan
                           including one that is part of a section 125
                           cafeteria plan.

         (c)      Other. Any other condition or method approved by the Internal
                  Revenue Service.

9.04     Procedure to Request Hardship.

         The request to receive a hardship distribution shall be made on such
         forms and following such procedures as the Committee may prescribe
         from time to time. Under no circumstances shall the Committee permit a
         Participant to repay to the Plan the amount of any withdrawal by a
         Participant under this Section.

9.05     Authority to Establish Loan Program.

         The Committee is authorized and directed to administer the loan
         program.

9.06     Eligibility for Loans.

         Loans shall be available to all Participants on a reasonably
         equivalent basis. For the purposes of receiving a loan, the term
         "Participant" shall include any Former Participant who is a "party in
         interest" as defined in ss.3(14) of ERISA.

9.07     Loan Amount.

         (a)      Minimum Loan.  No loan of less than $500 will be made.

         (b)      Maximum Loan. A loan to any Participant (determined
                  immediately after the origination of the loan) shall not
                  exceed the lesser of:

                  (1)    Fifty percent (50%) of the Participant's vested
                         balance in his Account as of the Valuation Date with
                         respect to which the loan is processed; or

                  (2)    $50,000, reduced by the excess (if any) of (A) the
                         highest outstanding balance of loans from the Plan
                         during the one-year period ending on the day before
                         the date on which such loan was made, over (B) the
                         outstanding loan balance of loans from the Plan on the
                         date on which the loan was made.

9.08     Maximum Number of Loans.

         No more than one loan may be outstanding at any time. Furthermore, at
         least ten days must elapse between the payoff of a loan and the
         request for a second loan.



                                    - 38 -
<PAGE>   46

9.09     Assignment of Account.

         Each loan shall be supported by the Participant's promissory note for
         the amount of the loan, including interest, payable to the order of
         the Trustee. In addition, each loan shall be supported by an
         assignment of fifty percent (50%) of the Participant's right, title
         and interest in and to his Account and shall be supported by any other
         reasonable security required by the Trustee.

9.10     Interest.

         Interest shall be charged on any such loan at a rate equivalent to the
         prime rate charged by a commercial lender at the beginning of the
         calendar quarter in which the loan is made plus one percent (1%).

9.11     Term of Loan.

         The maximum repayment term of any non-home loan is sixty (60) months.
         The maximum repayment term of any home loan is ten years. Except for
         Former Participants described in Section 9.06, the term of the loan
         may not extend beyond the Participant's Termination Date. The
         Committee may, in its discretion, establish a shorter repayment term
         than the maximum repayment term otherwise permitted under the Plan.

9.12     Level Amortization.

         Each loan shall provide for level amortization with payments to be
         made at such regular intervals as the Committee determines in its
         discretion, but not less frequently than once every three months over
         the term of the loan. Loans to Participants in active Employment shall
         be repaid through payroll deductions and the Participant shall be
         required to authorize such payroll deduction as a condition to
         receiving the loan.

9.13     Directed Investment.

         A Participant who requests a loan shall be deemed to have directed the
         Committee to invest assets held in his Account by the amount of the
         loan, and until such loan is repaid, such loan shall be considered a
         directed investment of the Participant's Account hereunder. The Plan
         monies which are used to fund the Participant loan shall be withdrawn
         first from a Participant's Voluntary After-Tax Contribution Account
         and second from a Participant's Investment Funds on a pro rata basis
         (other than from the Company Stock Fund) according to the value of the
         Investment Funds as of the Valuation Date coincident with or
         immediately preceding the date such loan is made. Amounts will be
         withdrawn from the Company Stock Fund only after all other Investment
         Funds have been depleted. Principal and interest payments on the loan
         will be allocated to the Participant's



                                    - 39 -
<PAGE>   47

         Investment Funds according to the Participant's investment election at
         the time of the payment. However, if the Participant does not have an
         investment election in place at the time of repayment, the principal
         and interest payments will be allocated to the Participant's
         Investment Funds on a pro rata basis based on the Participant's most
         recent investment election at the time of repayment.

9.14     Other Requirements.

         The Committee may establish such additional guidelines and rules as it
         deems necessary. Such guidelines and rules shall be set forth in the
         loan application and the terms specified in such loan application are
         hereby incorporated by reference in the Plan. The Committee may amend
         or modify the loan application as it deems necessary to carry out the
         provisions of this Article Nine.

9.15     Distribution of Loan.

         Loan proceeds will be distributed as soon as practicable after the
         loan is approved and after the Participant completes all documentation
         necessary to make such loan.

 9.16    Suspension of Loan Repayments During Military Service.

         The Committee may in its discretion suspend a Participant's obligation
         to make loan repayments as permitted under Section 414(u)(4) of the
         Internal Revenue Code.

9.17     Valuation for Purposes of In-Service Withdrawals or Loans.

         The Participant's Account for purposes of determining the amount of an
         in-service withdrawal or loan shall be determined as of the Valuation
         Date preceding the date the Committee approves the in-service
         distribution or loan. However, if the Committee in its discretion
         determines that there has been a significant change in the market
         value of the assets held in the Fund since the Valuation Date which
         precedes the proposed date of distribution, the Committee in its
         discretion and on a non-discriminatory basis may postpone the
         in-service distribution or loan until a reasonable time following the
         next Valuation Date and shall use the value of the Account computed as
         of the later Valuation Date in determining the amount of the
         distribution. Alternatively, the Committee may implement such other
         measures as it deems appropriate, including suspension of withdrawals
         or special valuations, to insure that each Participant's Account
         receives an appropriate allocation of income or loss.

9.18     Withdrawal from Voluntary After-Tax Contribution Account.

         Any Participant may request the Committee to distribute to him from
         25% to 100% of his or her Voluntary After-Tax Contribution Account in
         25% increments.



                                    - 40 -
<PAGE>   48

         Upon receipt of an in-service withdrawal from the Participant's
         Voluntary After-Tax Contribution Account, the Participant may not make
         additional Voluntary After-Tax Contributions to the Plan for six
         months from the date of such in-service withdrawal.

9.19     Withdrawal from Rollover Account.

         Any Participant may request the Committee to distribute to him from
         25% to 100% of his or her Rollover Account in 25% increments. Upon
         receipt of an in-service withdrawal from the Participant's Rollover
         Account, the Participant may not make additional Pre-Tax Contributions
         or Voluntary After-Tax Contributions to the Plan for six months from
         the date of such in-service withdrawal.

9.20     Withdrawal from Employer Matching Contribution Account.

         Once every twenty-four month period, any Participant may request the
         Committee to distribute to him from 25% to 100% of his or her vested
         interest in the Participant's Employer Matching Contribution Account
         in 25% increments. Upon receipt of an in-service withdrawal from the
         Participant's Employer Matching Contribution Account, the Participant
         may not make additional Pre-Tax Contributions or Voluntary After-Tax
         Contributions to the Plan for six months from the date of such
         in-service withdrawal.

9.21     Other Rules for In-Service Distributions.

         (a)      All in-service distributions shall me made in the form of a
                  single lump sum cash distribution.

         (b)      If the Participant withdraws only a portion of a vested
                  Account, the Committee shall determine (in a
                  nondiscriminatory manner) the source of the Accounts and
                  Investment Funds from which the withdrawal shall be made
                  (with amounts withdrawn from the Company Stock Fund last).

         (c)      In no event shall a Participant be permitted to repay the
                  amount of his or her in-service withdrawal.

         (d)      The request to receive an in-service distribution shall be
                  made on such forms and following such procedures as the
                  Committee may prescribe from time to time.



                                    - 41 -
<PAGE>   49


                                   ARTICLE 10

                           ADMINISTRATION OF THE PLAN

10.01      Named Fiduciaries.

           The following parties are named as Fiduciaries of the Plan and shall
           have the authority to control and manage the operation and
           administration of the Plan:

                    (i)      The Company;

                    (ii)     The Board;

                    (iii)    The Trustee;

                    (iv)     The Committee.

           The Fiduciaries named above shall have only the powers and duties
           expressly allocated to them in the Plan and in the Trust Agreement
           and shall have no other powers and duties in respect of the Plan;
           provided, however, that if a power or responsibility is not
           expressly allocated to a specific named fiduciary, the power or
           responsibility shall be that of the Company. No Fiduciary shall have
           any liability for, or responsibility to inquire into, the acts and
           omissions of any other Fiduciary in the exercise of powers or the
           discharge of responsibilities assigned to such other Fiduciary under
           this Plan or the Trust Agreement.

10.02      Board of Directors.

           The Board shall have the power to appoint and remove the members of
           the Committee. The Board shall have no other responsibilities with
           respect to the Plan.

10.03      Trustee.

           The Trustee shall exercise all of the powers and duties assigned to
           the Trustee as set forth in the Trust Agreement. The Trustee shall
           have no other responsibilities with respect to the Plan.

10.04      Committee.

           (a)      A Committee of one or more individuals shall be appointed
                    by and serve at the pleasure of the Board to administer the
                    Plan. Any Participant, officer, or director of the Employer
                    shall be eligible to be appointed a member of the Committee
                    and all members shall serve as such without compensation.
                    Upon termination of his employment with the Employer,



                                    - 42 -
<PAGE>   50

                    or upon ceasing to be an officer or director, if not an
                    employee, he shall cease to be a member of the Committee.
                    The Board shall have the right to remove any member of the
                    Committee at any time, with or without cause. A member may
                    resign at any time by written notice to the Committee and
                    the Board. If a vacancy in the Committee should occur, a
                    successor shall be appointed by the Board. The Committee
                    shall by written notice keep the Trustee notified of
                    current membership of the Committee, its officers and
                    agents. The Committee shall furnish the Trustee a certified
                    signature card for each member of the Committee and for all
                    purposes hereunder the Trustee shall be conclusively
                    entitled to rely upon such certified signatures.

           (b)      The Board shall appoint a Chairman and a Secretary from
                    among the members of the Committee. All resolutions,
                    determinations and other actions shall be by a majority
                    vote of all members of the Committee. The Committee may
                    appoint such agents, who need not be members of the
                    Committee, as it deems necessary for the effective
                    performance of its duties, and may delegate to such agents
                    such powers and duties, whether ministerial or
                    discretionary, as the Committee deems expedient or
                    appropriate. The compensation of such agents shall be fixed
                    by the Committee; provided, however, that in no event shall
                    compensation be paid if such payment violates the
                    provisions of Section 408 of the Act and is not exempted
                    from such prohibitions by Section 408 of the Act.

           (c)      The Committee shall have complete control of the
                    administration of the Plan with all powers necessary to
                    enable it to properly carry out the provisions of the Plan.
                    In addition to all implied powers and responsibilities
                    necessary to carry out the objectives of the Plan and to
                    comply with the requirements of the Act, the Committee
                    shall have the following specific powers and
                    responsibilities:

                    (1)      To construe the Plan and Trust Agreement and to
                             determine all questions arising in the
                             administration, interpretation and operation of
                             the Plan;

                    (2)      To amend any or all of the provisions of the Plan
                             and to terminate the Plan in whole or in part
                             pursuant to the procedures provided hereunder;

                    (3)      To decide all questions relating to the
                             eligibility of Employees to participate in the
                             benefits of the Plan and Trust Agreement;

                    (4)      To determine the benefits of the Plan to which any
                             Participant, Beneficiary or other person may be
                             entitled;



                                    - 43 -
<PAGE>   51


                    (5)      To keep records of all acts and determinations of
                             the Committee, and to keep all such records, books
                             of accounts, data and other documents as may be
                             necessary for the proper administration of the
                             Plan;

                    (6)      To prepare and distribute to all Plan Participants
                             and Beneficiaries information concerning the Plan
                             and their rights under the Plan, including, but
                             not limited to, all information which is required
                             to be distributed by the Act, the regulations
                             thereunder, or by any other applicable law;

                    (7)      To file with the Secretary of Labor such reports
                             and additional documents as may be required by the
                             Act and regulations issued thereunder, including,
                             but not limited to, summary plan description,
                             modifications and changes, annual reports,
                             terminal reports and supplementary reports;

                    (8)      To file with the Secretary of the Treasury all
                             reports and information required to be filed by
                             the Internal Revenue Code, the Act and regulations
                             issued under each;

                    (9)      To do all things necessary to operate and
                             administer the Plan in accordance with its
                             provisions and in compliance with applicable
                             provisions of federal law; and

                    (10)     To appoint and remove the Trustee.

           (d)      To enable the Committee to perform its functions, the
                    Employer shall supply full and timely information of all
                    matters relating to the compensation and length of service
                    of all Participants, their retirement, death or other cause
                    of , and such other pertinent facts as the Committee may
                    require. The Committee shall advise the Trustee of such
                    facts and issue to the Trustee such instructions as may be
                    required by the Trustee in the administration of the Plan.
                    The Committee and the Employer shall be entitled to rely
                    upon all certificates and reports made by a Certified
                    Public Accountant selected or approved by the Employer.
                    The Committee, the Employer and its officers and the
                    Trustee, shall be fully protected in respect of any action
                    suffered by them in good faith in reliance upon the advice
                    or opinion of any accountant or attorney, and all action so
                    taken or suffered shall be conclusive upon each of them and
                    upon all other persons interested in the Plan.



                                    - 44 -
<PAGE>   52


10.05      Standard of Fiduciary Duty.

           Any Fiduciary, or any person designated by a Fiduciary to carry out
           fiduciary responsibilities with respect to the Plan, shall discharge
           his duties solely in the interests of the Participants and
           Beneficiaries for the exclusive purpose of providing them with
           benefits and defraying the reasonable expenses of administering the
           Plan. Any Fiduciary shall discharge his duties 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
           matter would use in the conduct of an enterprise of a like character
           and with like aims. Any Fiduciary shall discharge his duties in
           accordance with the documents and instruments governing the Plan
           insofar as such documents and instruments are consistent with the
           provisions of the Act. Notwithstanding any other provisions of the
           Plan, no Fiduciary shall be authorized to engage in any transaction
           which is prohibited by Sections 408 and 2003(a) of the Act or
           Section 4975 of the Code in the performance of its duties hereunder.

10.06      Claims Procedure.

           Any Participant, Former Participant, Beneficiary, or Spouse or
           authorized representative thereof (hereinafter referred to as
           "Claimant"), may file a claim for benefits under the Plan by
           submitting to the Committee a written statement describing the
           nature of the claim and requesting a determination of its validity
           under the terms of the Plan. Within sixty (60) days after the date
           such claim is received by the Committee, it shall issue a ruling
           with respect to the claim.

           If special circumstances require an extension of time for
           processing, the Committee shall send the Claimant written notice of
           the extension prior to the termination of the 60-day period. In no
           case, however, shall the extension of time delay the Committee's
           decision on such appeal request beyond one hundred twenty (120) days
           following receipt of the actual request.

           If the claim is wholly or partially denied, written notice shall be
           furnished to the Claimant, which notice shall set forth in a manner
           calculated to be understood by the Claimant:

           (1)      The specific reason or reasons for denial;

           (2)      Specific reference to pertinent Plan provisions on which
                    the denial is based;

           (3)      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



                                    - 45 -
<PAGE>   53

           (4)      An explanation of the claims review procedures.

           Any Claimant whose claim for benefits has been denied, may appeal
           such denial by resubmitting to the Committee a written statement
           requesting a further review of the decision within sixty (60) days
           of the date the Claimant receives notice of such denial. Such
           statement shall set forth the reasons supporting the claim, the
           reasons such claim should not have been denied, and any other issues
           or comments which the Claimant deems appropriate with respect to the
           claim.

           If the Claimant shall request in writing, the Committee shall make
           copies of the Plan documents pertinent to his claim available for
           examination of the Claimant.

           Within sixty (60) days after the request for further review is
           received, the Committee shall review its determination of benefits
           and the reasons therefor and notify the Claimant in writing of its
           final decision.

           If special circumstances require an extension of time for
           processing, the Committee shall send the Claimant written notice of
           the extension prior to the termination of the 60-day period. In no
           case, however, shall the extension of time delay the Committee's
           decision on such appeal request beyond one hundred twenty (120) days
           following receipt of the actual request.

           Such written notice shall include specific reasons for the decision,
           written in a manner calculated to be understood by the Claimant,
           with specific references to the pertinent Plan provisions on which
           the decision is based. The Committee's decision of appeal may be
           reviewed by the Board, which shall have the right to overrule the
           Committee.

10.07      Indemnification of Committee. To the extent permitted under the Act,
           the Plan shall indemnify the Board and the Committee against any
           cost or liability which they may incur in the course of
           administering the Plan and executing the duties assigned pursuant to
           the Plan except for costs or liabilities attributable to gross and
           intentional negligence. The Employer shall indemnify the Committee
           and the members of the Board against any personal liability or cost
           not provided for in the preceding sentence which they may incur as a
           result of any act or omission in relation to the Plan or its
           Participants except for costs or liabilities attributable to gross
           and intentional negligence. The Employer may purchase fiduciary
           liability insurance to insure its obligation under this Section.



                                    - 46 -
<PAGE>   54


                                   ARTICLE 11

                           AMENDMENT AND TERMINATION

11.01      Right to Amend.

           The Company intends for the Plan to be permanent so long as the
           corporation exists; however, it reserves (through action of the
           Committee) the right to modify, alter, or amend this Plan or the
           Trust Agreement, from time to time, to any extent that it may deem
           advisable, including, but not limited to any amendment deemed
           necessary to insure the continued qualification of the Plan under
           Sections 40l(a) and 401(k) of the Code or to insure compliance with
           the Act; provided, however, that the Company shall not have the
           authority to amend this Agreement in any manner which will:

           (a)      Permit any part of the Fund (other than such part as is
                    required to pay taxes and administrative expenses) to be
                    used for or diverted to purposes other than for the
                    exclusive benefit of the Participants or their
                    Beneficiaries;

           (b)      Cause or permit any portion of the funds to revert to or
                    become the property of the Employer;

           (c)      Change the duties, liabilities, or responsibilities of the
                    Trustee without its prior written consent.

           See Section 16.11(c) regarding the power of an Affiliated Sponsor to
           amend or terminate the Plan.

11.02      Termination and Discontinuance of Contributions.

           The Company shall have the right at any time and for any reason to
           terminate this Plan (hereinafter referred to as "Plan Termination").
           Upon Plan Termination, the Committee shall direct the Trustee with
           reference to the disposition of the Fund, after payment of any
           expenses properly chargeable against the Fund. The Trustee shall
           distribute all amounts held in Trust to the Participants and others
           entitled to Distributions based on each Participant's Account
           balance in the Plan. In the event that this Plan is partially
           terminated, then the provisions of this Section 11.02 shall apply,
           but solely with respect to the Employees affected by the partial
           termination. The termination of sponsorship of the Plan by any
           Affiliated Sponsor shall not affect the sponsorship of the Plan by
           the Company or any other Affiliated Sponsor.



                                    - 47 -
<PAGE>   55

11.03      IRS Approval of Termination.

           Notwithstanding Section 11.02, the Trustee shall not be required to
           make any Distribution from this Plan in the event of complete or
           partial termination until the authorized officials of the Internal
           Revenue Service shall have determined that there will be no
           liability against the Trustee by reason of such Distribution.



                                    - 48 -
<PAGE>   56


                                   ARTICLE 12

                          SPECIAL DISCRIMINATION RULES


12.01    Small Business Job Protection Act.

         Certain provisions of the Code Section 401(k) and 401(m) were modified
         as part of the Small Business Job Protection Act. This Article is not
         intended to serve as a formal election of the various testing
         methodologies available following such modifications. Instead, such
         elections will be made at the time the applicable testing is performed
         or as otherwise required in subsequent IRS pronouncements.

12.02    Definitions.

         Actual Contribution Percentage or ACP shall mean the ratio (expressed
         as a percentage) of (i) the sum of the Employer Matching Contributions
         and Voluntary After-Tax Contributions on behalf of the Participant for
         the Plan Year and, to the extent permitted in Treasury Regulations and
         elected by the Employer, the Participant's Qualified Elective
         Deferrals and Qualified Nonelective Contributions to (ii) the
         Participant's Compensation for the Plan Year. The Employer, on an
         annual basis, may elect to include or not to include Qualified
         Elective Deferrals and Qualified Nonelective Contributions in
         computing the ACP for a Plan Year. An Employer may elect on an annual
         basis to count a Participant's Employer Matching Contribution toward
         satisfying the required minimum contribution under Section 15.03
         (minimum contribution for Non-Key Employees in a top-heavy plan) in
         lieu of including such contributions in the ACP. If a Participant (as
         defined below) does not receive an allocation of Employer
         Contributions for a Plan Year, such Participant's ACP for the Plan
         Year shall be zero.

         Actual Deferral Percentage or ADP shall mean the ratio (expressed as a
         percentage) of (i) the sum of Pre-Tax Contributions on behalf of a
         Participant for the Plan Year (excluding any Excess Deferrals by a
         Non-highly Compensated Employee) and, to the extent permitted in
         Treasury Regulations and elected by the Employer, the Participant's
         Qualified Nonelective Contributions to (ii) the Participant's
         Compensation for the Plan Year. The Employer, on an annual basis, may
         elect to include or not to include Qualified Nonelective Contributions
         in computing the ADP for a Plan Year. In the case of a Participant (as
         defined below) who does not make a Pre-Tax Contribution for a Plan
         Year and is not allocated a Qualified Nonelective Contribution for
         such Plan Year, such Participant's ADP for the Plan Year shall be
         zero.

         Average Actual Contribution Percentage shall mean the average
         (expressed as a percentage) of the Actual Contribution Percentages of
         the Participants in a group.



                                    - 49 -
<PAGE>   57

         The percentage shall be rounded to the nearest one-hundredth of one
         percent (four decimal places).

         Average Actual Deferral Percentage shall mean the average (expressed
         as a percentage) of the Actual Deferral Percentages of the
         Participants in a group. The percentage shall be rounded to the
         nearest one-hundredth of one percent (four decimal places).

         Combined ADP and ACP Test shall have the meaning as defined in Section
         12.10.

         Compensation for purposes of this Article 12 shall be that definition
         selected by the Committee that satisfies the requirements of Code
         Sections 414(s) and 401(a)(17). Such definition may change from year
         to year but must apply uniformly among all Eligible Employees being
         tested under the Plan for a given Plan Year and among all Employees
         being tested under any other plan that is aggregated with this Plan
         during the Plan Year. If no such definition is elected by the
         Committee (either formally or informally), Compensation shall have the
         meaning described below.

         If the Committee fails to select a different definition, Compensation
         shall mean the gross annual earnings reported on the Participant's IRS
         Form W-2 (box 1 or its comparable location as provided on Form W-2 in
         future years) as required by Code Sections 6041(d) and 6051(a)(3). In
         addition, Compensation shall include compensation which is not
         includable in the Participant's IRS Form W-2 (Box 1) by reason of Code
         Section 402(a)(8) (employee Salary Deferrals under a Code Section
         401(k) plan) or Code Section 125 (salary deferrals under a cafeteria
         plan). Compensation shall not include amounts paid or reimbursed by
         the Employer for moving expenses if, at the time of the payment of
         such moving expenses, it is reasonable to believe that the moving
         expenses will be deductible by the Participant under Code Section 217.
         Compensation shall be determined by ignoring any income exclusions
         under Code Section 3401(a) based on the nature or location of
         employment. In no event shall Compensation in excess of the
         limitations of Code Section 401(a)(17) be taken into account for any
         Employee.

         Employer Matching Contributions. For purposes of this Article 12, an
         Employer Matching Contribution for a particular Plan Year includes
         only those contributions that are (i) allocated to the Participant's
         Account under the Plan as of any date within such Plan Year, (ii)
         contributed to the Trust no later than the end of the 12-month period
         following the close of such Plan Year, and (iii) made on account of
         such Participant's Pre-Tax Contributions for the Plan Year.

         Excess Deferrals shall have that meaning as defined in Section 12.03.

         Excess ACP Contributions shall have that meaning as defined in Section
         12.09.



                                    - 50 -
<PAGE>   58


         Excess ADP Deferrals shall have that meaning as defined in Section
         12.06.

         Highly Compensated Employee.  See Article 13.

         Maximum Combined Percentage shall have the meaning as defined in
         Section 12.10.

         Non-highly Compensated Employee.  See Article 13.

         Participant. For purposes of this Article 12, a Participant shall mean
         any Eligible Employee who (i) is eligible to receive an allocation of
         an Employer Matching Contribution, even if no Employer Matching
         Contribution is allocated due to the Eligible Employee's failure to
         make a required Pre-Tax Contribution, (ii) is eligible to make an
         Employee Contribution, including an Eligible Employee whose right to
         make an Employee Contribution has been suspended because of an
         election not to participate or a hardship distribution, and (iii) is
         unable to receive an Employer Matching Contribution or make an
         Employee Contribution because his Compensation is less than a stated
         amount.

         Pre-Tax Contributions. For purposes of this Article 12, a Pre-Tax
         Contribution is taken into account only if the contribution (i) is
         allocated to the Participant's Account under the terms of the Plan as
         of any date within the Plan Year, and (ii) relates to Compensation
         that would have been received by the Participant during the Plan Year
         or within 2-1/2 months after the Plan Year but for the deferral
         election. A Pre-Tax Contribution is considered to be allocated as of a
         date within a Plan Year only if the allocation is not contingent on
         participation in the Plan or performance of service after the Plan
         Year to which the Pre-Tax Contribution relates.

         Qualified Elective Deferral shall mean Pre-Tax Contributions
         designated by the Committee as Qualified Elective Deferrals in order
         to meet the ACP testing requirements of Section 12.07.
         In addition, the following requirements must be satisfied:

         (1)      The aggregate of all Pre-Tax Contributions for the Plan Year
                  (including the Qualified Elective Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.04(a).

         (2)      The aggregate of all Pre-Tax Contributions for the Plan Year
                  (excluding the Qualified Elective Deferrals) must satisfy the
                  ADP testing requirements set forth in Section 12.04(a).

         (3)      Qualified Elective Deferrals must satisfy all other
                  provisions of this Plan applicable to Pre-Tax Contributions
                  and shall remain part of the Participant's Pre-Tax
                  Contribution Account.



                                    - 51 -
<PAGE>   59


         (4)      Except as provided by this definition, Qualified Elective
                  Deferrals shall be excluded in determining whether any other
                  contribution or benefit satisfies the nondiscrimination
                  requirements of Code ss.ss. 401(a)(4) and 401(k)(3).

         Qualified Nonelective Contribution shall mean an Employer contribution
         designated by the Committee as a Qualified Nonelective Contribution in
         order to meet the ADP testing requirements of Section 12.04 or the ACP
         testing requirements of Section 12.07. In addition, the following
         requirements must be satisfied:

         (1)      The Qualified Nonelective Contribution, whether or not used
                  to satisfy the requirements of Sections 12.04 or 12.07, must
                  meet the requirements of Code ss. 401(a)(4).

         (2)      Qualified Nonelective Contributions which are taken into
                  account in order to meet the requirements of Section 12.04 or
                  12.07 (as applicable) shall not be counted in determining
                  whether the testing requirements of any of such other
                  Sections are met.

         (3)      The Qualified Nonelective Contributions shall be subject to
                  all provisions of this Plan applicable to Pre-Tax
                  Contributions (except that Qualified Nonelective
                  Contributions cannot be distributed in a hardship
                  distribution).

         (4)      Except as provided in this paragraph, the Qualified
                  Nonelective Contributions shall be excluded in determining
                  whether any other contribution or benefit satisfies the
                  nondiscrimination requirements of Code ss.ss. 401(a)(4) and
                  401(k)(3).

12.03    Limit on Pre-Tax Contributions.

         (a)     Notwithstanding any other provision of the Plan to the
                 contrary, the aggregate of a Participant's Pre-Tax
                 Contributions during a calendar year may not exceed the amount
                 established by the Secretary of the Treasury pursuant to Code
                 Section 402(g) ($9,500 in 1997). Any Pre-Tax Contributions in
                 excess of the foregoing limit ("Excess Deferral"), plus any
                 income and minus any loss allocable thereto, may be
                 distributed to the applicable Participant no later than April
                 15 following the calendar year in which the Pre-Tax
                 Contributions were made.

         (b)     Any Participant who has an Excess Deferral during a calendar
                 year may receive a distribution of the Excess Deferral during
                 such calendar year plus any income or minus any loss allocable
                 thereto, provided (1) the Participant requests (or is deemed
                 to request) the distribution of the Excess Deferral, (2) the
                 distribution occurs after the date the Excess Deferral arose,
                 and



                                    - 52 -
<PAGE>   60

                 (3) the Committee designates the distribution as a
                 distribution of an Excess Deferral.

         (c)     If a Participant makes a Pre-Tax Contribution under this Plan
                 and in the same calendar year makes a contribution to a Code
                 Section 401(k) plan containing a cash or deferred arrangement
                 (other than this Plan), a Code Section 408(k) plan
                 (simplified employee pension plan) or a Code Section 403(b)
                 plan (tax sheltered annuity) and, after the return of any
                 Excess Deferral pursuant to Section 12.03(a) and (b) the
                 aggregate of all such Pre-Tax Contributions and contributions
                 exceed the limitations contained in Code Section 402(g), then
                 such Participant may request that the Committee return all or
                 a portion of the Participant's Pre-Tax Contributions for the
                 calendar year plus any income and minus any loss allocable
                 thereto. The amount by which such Pre-Tax Contributions and
                 contributions exceed the Code Section 402(g) limitations will
                 also be known as an Excess Deferral.

         (d)     Any request for a return of Excess Deferrals arising out of
                 contributions to a plan described in Section 12.03(c) above
                 which is maintained by an entity other than the Employer must:

                 (1)       be made in writing;

                 (2)       be submitted to the Committee not later than the
                           March 1 following the Plan Year in which the Excess
                           Deferral arose (or such other date selected by the
                           Committee);

                 (3)       specify the amount of the Excess Deferral; and,

                 (4)       contain a statement that if the Excess Deferral is
                           not distributed, it will, when added to amounts
                           deferred under other plans or arrangements described
                           in Sections 401(k), 408(k),or 403(b) of the Code,
                           exceed the limit imposed on the Participant by
                           Section 402(g) of the Code for the year in which the
                           Excess Deferral occurred.

                 In the event an Excess Deferral arises out of contributions to
                 a plan (including this Plan) which is maintained by the
                 Employer, the Participant making the Excess Deferral shall be
                 deemed to have requested a return of the Excess Deferral.

         (e)     Pre-Tax Contributions may only be returned to the extent
                 necessary to eliminate a Participant's Excess Deferral. Excess
                 Deferrals returned to the Participant under this Section 12.03
                 shall not be treated as annual additions under the Plan. In no
                 event shall the returned Excess Deferrals for a



                                    - 53 -
<PAGE>   61

                 particular calendar year exceed the Participant's aggregate
                 Pre-Tax Contributions for such calendar year.

         (f)     The income or loss allocable to a Pre-Tax Contribution that is
                 returned to a Participant pursuant to Section 12.03(a) or (c)
                 shall be determined by multiplying the income or loss
                 allocable to the Participant's Account for the calendar year
                 in which the Excess Deferral arose by a fraction. The
                 numerator of the fraction is the Excess Deferral. The
                 denominator of the fraction is the value of the Participant's
                 Account balance on the last day of the calendar year in which
                 the Excess Deferral arose reduced by any income allocated to
                 the Participant's Account for such calendar year and
                 increased by any loss allocated to the Participant's Account
                 for such calendar year.

         (g)     The income or loss allocable to an Excess Deferral that is
                 returned to a Participant pursuant to Section 12.03(b) shall
                 be determined using any reasonable method adopted by the Plan
                 to measure income earned or loss incurred during the Plan Year
                 or any other method authorized by the Internal Revenue Service
                 to compute the income earned or loss incurred for the period
                 commencing on January 1 of the calendar year in which the
                 Pre-Tax Contribution was made and ending on the date the
                 Excess Deferral was distributed.

         (h)     Any Employer Matching Contribution allocable to an Excess
                 Deferral that is returned to a Participant pursuant to this
                 Section 12.03 shall be forfeited notwithstanding the
                 provisions of Article 7 (vesting). For this purpose, however,
                 the Pre-Tax Contributions that are returned to the
                 Participant as an Excess Deferral shall be deemed to be first
                 those Pre-Tax Contributions for which no Employer Matching
                 Contribution was made and second those Pre-Tax Contributions
                 for which an Employer Matching Contribution was made.
                 Accordingly, if the Pre-Tax Contributions that are returned
                 to the Participant as Excess Deferrals were not matched, no
                 Employer Matching Contribution will be forfeited.

12.04    Average Actual Deferral Percentage.

         (a)      The Average Actual Deferral Percentage for Highly Compensated
                  Employees for each Plan Year and the Average Actual Deferral
                  Percentage for Non-highly Compensated Employees for the same
                  Plan Year must satisfy one of the following tests:

                  (1)      The Average Actual Deferral Percentage for
                           Participants who are Highly Compensated Employees
                           for the Plan Year shall not exceed the Average
                           Actual Deferral Percentage for Participants who are
                           Non-highly Compensated Employees for the Plan Year
                           multiplied by 1.25; or



                                    - 54 -
<PAGE>   62


                  (2)      The excess of the Average Actual Deferral Percentage
                           for Participants who are Highly Compensated
                           Employees for the Plan Year over the Average Actual
                           Deferral Percentage for Participants who are
                           Non-highly Compensated Employees for the Plan Year
                           is not more than two percentage points, and the
                           Average Actual Deferral Percentage for Participants
                           who are Highly Compensated Employees is not more
                           than the Average Actual Deferral Percentage for
                           Participants who are Non-highly Compensated
                           Employees multiplied by 2.0.

         (b)      The permitted disparity between the Average Actual Deferral
                  Percentage for Highly Compensated Employees and the Average
                  Actual Deferral Percentage for Non-Highly Compensated
                  Employees may be further reduced as required by Section
                  12.10.

         (c)      If at the end of the Plan Year, the Plan does not comply with
                  the provisions of Section 12.04(a), the Employer may do any
                  or all of the following, except as otherwise provided in the
                  Code or Treasury Regulations:

                  (1)      Distribute Pre-Tax Contributions to certain Highly
                           Compensated Employees as provided in Section 12.06;

                  (2)      Make a Qualified Nonelective Contribution on behalf
                           of any or all of the Non-highly Compensated
                           Employees and aggregate such contributions with the
                           Non-highly Compensated Employees' Pre-Tax
                           Contributions Deferrals as provided in Section 12.02
                           (definition of ADP).

12.05    Special Rules For Determining Average Actual Deferral Percentage.

         (a)      The Actual Deferral Percentage for any Highly Compensated
                  Employee for the Plan Year who is eligible to have Pre-Tax
                  Contributions allocated to his Account under two or more
                  arrangements described in ss. 401(k) of the Code that are
                  maintained by an Employer or its Affiliates shall be
                  determined as if such Pre-Tax Contributions were made under a
                  single arrangement.

         (b)      If two or more plans maintained by the Employer or its
                  Affiliates are treated as one plan for purposes of the
                  nondiscrimination requirements of Code ss. 401(a)(4) or the
                  coverage requirements of Code ss. 410(b) (other than for
                  purposes of the average benefits test), all Pre-Tax
                  Contributions that are made pursuant to those plans shall be
                  treated as having been made pursuant to one plan.



                                    - 55 -
<PAGE>   63


         (c)      The determination and treatment of the Pre-Tax Contributions
                  and Actual Deferral Percentage of any Participant shall be in
                  accordance with such other requirements as may be prescribed
                  from time to time in Treasury Regulations.

 12.06   Distribution of Excess ADP Deferrals.

         (a)      Pre-Tax Contributions exceeding the limitations of Section
                  12.04(a) ("Excess ADP Deferrals") and any income or loss
                  allocable to such Excess ADP Deferral shall be designated by
                  the Committee as Excess ADP Deferrals and shall be
                  distributed to Highly Compensated Employees whose Accounts
                  were credited with the largest dollar amount of Pre-Tax
                  Contributions. In determining the amount of Excess ADP
                  Deferrals to be distributed to each Highly Compensated
                  Employee, the Committee shall reduce the amount of Pre-Tax
                  Contribution, for each Highly Compensated Employee as
                  follows:

                  (1)      The Pre-Tax Contributions made by the Highly
                           Compensated Employee(s) with the highest dollar
                           amount of Pre-Tax Contributions will be reduced
                           until equal with the second highest amount of
                           Pre-Tax Contribution under the Plan; then

                  (2)      The amount of Pre-Tax Contributions made by the two
                           (or more) Highly Compensated Employees with the
                           highest dollar amount of Pre-Tax Contributions will
                           be reduced until equal to the third highest dollar
                           amount of Pre-Tax Contributions under the Plan; then

                  (3)      The steps described in (1) and (2) above shall be
                           repeated with respect to the third and successive
                           highest Pre-Tax Contributions under the Plan until
                           the Plan has distributed all Excess ADP Deferrals.

         (b)      To the extent administratively possible, the Committee shall
                  distribute all Excess ADP Deferrals and any income or loss
                  allocable thereto prior to 2-1/2 months following the end of
                  the Plan Year in which the Excess ADP Deferrals arose. In any
                  event, however, the Excess ADP Deferrals and any income or
                  loss allocable thereto shall be distributed prior to the end
                  of the Plan Year following the Plan Year in which the Excess
                  ADP Deferrals arose. Excess ADP Deferrals shall be treated as
                  annual additions under the Plan.

         (c)      The income or loss allocable to Excess ADP Deferrals shall be
                  determined by multiplying the income or loss allocable to the
                  Participant's Account for the Plan Year in which the Excess
                  ADP Deferrals arose by a fraction. The



                                    - 56 -
<PAGE>   64

                  numerator of the fraction is the Excess ADP Deferral. The
                  denominator of the fraction is the value of the Participant's
                  Account balance on the last day of the Plan Year in which the
                  Excess ADP Deferrals arose reduced by any income allocated to
                  the Participant's Account for such Plan Year and increased by
                  any loss allocated to the Participant's Account for the Plan
                  Year.

         (d)      If an Excess Deferral has been distributed to the Participant
                  pursuant to Section 12.03(a) or (b) for any taxable year of a
                  Participant, then any Excess ADP Deferral allocable to such
                  Participant for the same Plan Year in which such taxable year
                  ends shall be reduced by the amount of such Excess Deferral.

         (e)      Any Employer Matching Contribution allocable to an Excess ADP
                  Deferral that is returned to the Participant pursuant to this
                  Section 12.06 shall be forfeited notwithstanding the
                  provisions of Article 7 (vesting). For this purpose, however,
                  Pre-Tax Contributions that are returned to the Participant
                  shall be deemed to be first those Pre-Tax Contributions for
                  which no Employer Matching Contribution was made and second
                  those Pre-Tax Contributions for which an Employer Matching
                  Contribution was made. Accordingly, unmatched Pre-Tax
                  Contributions shall be returned as an Excess ADP Deferral
                  before matched Pre-Tax Contributions.

12.07    Average Actual Contribution Percentage.

         (a)      The Average Actual Contribution Percentage for Highly
                  Compensated Employees for each Plan Year and the Average
                  Actual Contribution Percentage for Non-highly Compensated
                  Employees for the same Plan Year must satisfy one of the
                  following tests:

                  (1)      The Average Actual Contribution Percentage for
                           Participants who are Highly Compensated Employees
                           for the Plan Year shall not exceed the Average
                           Actual Contribution Percentage for Participants who
                           are Non-highly Compensated Employees for the Plan
                           Year multiplied by 1.25; or

                  (2)      The excess of the Average Actual Contribution
                           Percentage for Participants who are Highly
                           Compensated Employees for the Plan Year over the
                           Average Actual Contribution Percentage for
                           Participants who are Non-highly Compensated
                           Employees for the Plan Year is not more than two
                           percentage points, and the Average Actual
                           Contribution Percentage for Participants who are
                           Highly Compensated Employees is not more than the
                           Average Actual Contribution Percentage for
                           Participants who are Non-highly Compensated
                           Employees multiplied by 2.0.



                                    - 57 -
<PAGE>   65


         (b)      If at the end of the Plan Year, the Plan does not comply with
                  the provisions of this Section 12.07(a), the Employer may do
                  any or all of the following in order to comply with such
                  provision as applicable (except as otherwise provided in the
                  Code or in Treasury Regulations):

                  (1)      Aggregate Qualified Elective Deferrals with the
                           Employer Matching Contributions of Non-highly
                           Compensated Employees as provided in Section 12.02
                           (definition of ACP).

                  (2)      Distribute or forfeit Employer Matching
                           Contributions to certain Highly Compensated
                           Employees as provided in Section 12.09.

                  (3)      Make a Qualified Nonelective Contribution on behalf
                           of any or all of the Non-highly Compensated
                           Employees and aggregate such contributions with the
                           Non-highly Compensated Employees' Employer Matching
                           Contributions as provided
                           in Section 12.01 (definition of ACP).

 12.08   Special Rules For Determining Average Actual Contribution Percentages.

         (a)      The Actual Contribution Percentage for any Highly Compensated
                  Employee for the Plan Year who is eligible to have Employer
                  Matching Contributions or Voluntary After-Tax Contributions
                  allocated to his Account under two or more arrangements
                  described in ss.ss. 401(a) or 401(m) of the Code that are
                  maintained by an Employer or its Affiliates shall be
                  determined as if such contributions were made under a single
                  arrangement.

         (b)      If two or more plans maintained by the Employer or its
                  Affiliates are treated as one plan for purposes of the
                  nondiscrimination requirements of Code ss. 401(a)(4) or the
                  coverage requirements of Code ss. 410(b) (other than for
                  purposes of the average benefits test), all Employer Matching
                  Contributions and Voluntary After-Tax Contributions that are
                  made pursuant to those plans shall be treated as having been
                  made pursuant to one plan.

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

 12.09   Distribution of Excess ACP Contributions.

         (a)      Employer Matching Contributions and Voluntary After-Tax
                  Contributions exceeding the limitations of Section 12.07(a)
                  ("Excess ACP



                                    - 58 -
<PAGE>   66

                  Contributions") and any income or loss allocable to such
                  Excess ACP Contribution may be designated by the Committee as
                  Excess ACP Contributions and may be distributed in the Plan
                  Year following the Plan Year in which the Excess ACP
                  Contributions arose to those Highly Compensated Employees
                  whose Accounts were credited with largest aggregate amount of
                  Employer Matching Contributions and Voluntary After-Tax
                  Contributions during the preceding Plan Year. The amount of
                  Employer Matching Contributions and Voluntary After-Tax
                  Contributions to be distributed to a Highly Compensated
                  Employee shall be determined using the procedure described in
                  Section 12.06(a). To the extent possible, Voluntary After-Tax
                  Contributions shall be distributed first, followed by vested
                  Employer Matching Contributions.

         (b)      To the extent administratively possible, the Committee shall
                  distribute all Excess ACP Contributions and any income or
                  loss allocable thereto prior to 2-1/2 months following the
                  end of the Plan Year in which the Excess ACP Contributions
                  arose. In any event, however, the Excess ACP Contributions
                  and any income or loss allocable thereto shall be distributed
                  prior to the end of the Plan Year following the Plan Year in
                  which the Excess ACP Contributions arose.

         (c)      The income or loss allocable to Excess ACP Contributions
                  shall be determined by multiplying the income or loss
                  allocable to the Participant's Account for the Plan Year in
                  which the Excess ACP Contribution arose by a fraction. The
                  numerator of the fraction is the Excess ACP Contributions.
                  The denominator of the fraction is the value of the
                  Participant's Account on the last day of the Plan Year
                  reduced by any income allocated to the Participant's Account
                  by such Plan Year and increased by any loss allocated to the
                  Participant's Account for the Plan Year.

         (d)      Amounts distributed to Highly Compensated Employees under
                  this Section 12.09 shall be treated as annual additions with
                  respect to the Employee who received such amount.

         (e)      Matching Contributions may be distributed to Highly
                  Compensated Employees only to the extent such Matching
                  Contributions are vested. Matching Contributions which are
                  not vested shall be forfeited to the extent necessary to
                  correct Excess ACP Contribution pursuant to this Section
                  12.09. For this purpose, Matching Contributions shall first
                  be comprised of vested Employer Matching Contributions and
                  second of non-vested Employer Matching Contributions.



                                    - 59 -
<PAGE>   67


 12.10   Combined ACP and ADP Test.

         (a)      The Plan must satisfy the Combined ACP and ADP Test described
                  in this Section 12.10 only if (1) the Average Actual Deferral
                  Percentage of the Highly Compensated Employees exceeds 125%
                  of the Average Actual Deferral Percentage of the Non-highly
                  Compensated Employees and (2) the Average Actual Contribution
                  Percentage of the Highly Compensated Employees exceeds 125%
                  of the Average Actual Contribution Percentage of the
                  Non-highly Compensated Employees.

         (b)      The Combined ACP and ADP Test is satisfied if the sum of the
                  Highly Compensated Employees' Average Actual Deferral
                  Percentage and Average Actual Contribution Percentage is
                  equal to or less than the Maximum Combined Percentage defined
                  in
                  paragraph (c) below.

         (c)      The Maximum Combined Percentage shall be determined by
                  adjusting the Non-highly Compensated Employees' Average
                  Actual Deferral Percentage and Average Actual Contribution
                  Percentage in the following manner:

                  (1)      The greater of the two percentages shall be
                           multiplied by 1.25; and

                  (2)      The lesser of the two percentages shall be increased
                           by two percentage points; however, in no event shall
                           such adjusted percentage exceed twice the original
                           percentage.

                  The sum of (1) and (2) shall be the Maximum Combined
                  Percentage.

                  Notwithstanding the foregoing, the Maximum Combined
                  Percentage shall be determined in the following manner if
                  such calculation results in a higher Maximum Combined
                  Percentage than the formula specified above:

                  (1)      The lesser of the Average Actual Deferral Percentage
                           and Average Actual Contribution Percentage of the
                           Non-Highly Compensated Employees shall be multiplied
                           by 1.25; and

                  (2)      The greater of such two percentages shall be
                           increased by two percentage points; however, in no
                           event shall such percentage exceed twice the
                           original percentage.

         (d)      In the event the Plan does not satisfy the Combined ADP and
                  ACP Test, the Highly Compensated Employees' Average Actual
                  Contribution Percentage shall be decreased by either
                  distributing Voluntary After-Tax Contributions or vested
                  Employer Matching Contributions to certain Highly Compensated
                  Employees by using the procedures described in Section 12.09
                  or by making a Qualified Nonelective Contribution as



                                    - 60 -
<PAGE>   68

                  provided in Section 12.07(b)(3) until the sum of such
                  percentage and the Highly Compensated Employees' Average
                  Actual Deferral Percentage equals the Maximum Combined
                  Percentage.

         (e)      If Voluntary After-Tax Contributions or vested Employer
                  Matching Contributions are distributed to certain Highly
                  Compensated Employees in order to satisfy the Combined ADP
                  and ACP Test, income or loss allocable to such Employer
                  Matching Contributions shall also be distributed.

         (f)      To the extent administratively possible, the Committee shall
                  distribute the Voluntary After-Tax Contributions and vested
                  Employer Matching Contributions (if applicable) and allocable
                  income or loss prior to 2-1/2 months following the end of the
                  Plan Year for which the Combined ADP and ACP Test is
                  computed. In any event, however, such Voluntary After-Tax
                  Contributions and vested Employer Matching Contributions (if
                  applicable) and allocable income or loss shall be distributed
                  by the end of the Plan Year following the Plan Year for which
                  the Combined ADP and ACP Test is computed. Voluntary
                  After-Tax Contributions and vested Employer Matching
                  Contributions that are distributed pursuant to this Section
                  12.10 shall be treated as annual additions under the Plan.

         (g)      The income or loss allocable to returned Voluntary After-Tax
                  Contributions or vested Employer Matching Contributions shall
                  be determined using the same procedures as Section 12.06(c).

 12.11   Order of Applying Certain Sections of Article 12.

         In applying the provisions of this Article 12, the determination and
         distribution of Excess Deferrals shall be made first, the
         determination and elimination of Excess ACP Deferrals shall be made
         second, the determination and elimination of Excess ADP Contributions
         shall be made third and finally the determination and any necessary
         adjustment related to the Combined ADP and ACP Test shall be made.



                                    - 61 -
<PAGE>   69


                                   ARTICLE 13

                          HIGHLY COMPENSATED EMPLOYEES


13.01    In General.

         For the purposes of this Plan, the term "Highly Compensated Employee"
         is any active Employee described in Section 13.02 below and any Former
         Employee described in Section 13.03 below. Various definitions used in
         this Article are contained in Section 13.04. A Non-Highly Compensated
         Employee is an Employee who is not a Highly Compensated Employee.

13.02    Highly Compensated Employees.

         (a)      An Employee is a Highly Compensated Employee if the Employee:

                  (1)      is a 5 Percent Owner at any time during the
                           Determination Year or the Look Back Year; or

                  (2)      receives Compensation in excess of $80,000 during
                           the Look Back Year.

                  The dollar amount described above shall be increased annually
                  as provided in Code ss. 414(q)(1).

13.03    Former Highly Compensated Employee.

         A Former Employee is a Highly Compensated Employee if (applying the
         rules of Section 13.02) the Former Employee was a Highly Compensated
         Employee during a Separation Year or during any Determination Year
         ending on or after the Former Employee's 55th birthday.

13.04    Definitions.

         The following special definitions shall apply to this Article 13:

         Compensation for purposes of this Article 13 shall mean the gross
         annual earnings reported on the Participant's IRS Form W-2 (Box 1 -
         Wages, Tips and Compensation, or its comparable location as provided
         on Form W-2 in future years) as required by Code ss.ss. 6041(d) and
         6051(a)(3). In addition, Compensation shall include compensation which
         is not includable in the Participant's IRS Form W-2 (Box 1) by reason
         of Code ss. 402(a)(8) (employee pre-tax contributions under a Code ss.
         401(k) plan) or Code ss. 125 (salary deferrals under a cafeteria
         plan). Compensation shall not include amounts paid or reimbursed by
         the Employer for



                                    - 62 -
<PAGE>   70

         moving expenses if, at the time of the payment of such moving
         expenses, it is reasonable to believe that the moving expenses will be
         deductible by the Participant under Code ss. 217. Compensation shall
         be determined by ignoring any income exclusions under Code ss. 3401(a)
         based on the nature or location of employment. In no event shall
         Compensation in excess of the limitations under Code Section
         401(a)(17) be taken into account for any Employee.

         Determination Year shall mean the Plan Year for which the ADP is
         computed.

         Employer for purposes of this Article 13 shall mean the Company and
         its Affiliates.

         5 Percent Owner shall mean any Employee who owns or is deemed to own
         (within the meaning of Code ss. 318), more than five percent of the
         value of the outstanding stock of the Employer or stock possessing
         more than five percent of the total combined voting power of the
         Employer.

         Former Employee shall mean an Employee (i) who has incurred a
         Severance from Service or (ii) who remains employed by the Employer
         but who has not performed services for the Employer during the
         Determination Year (e.g., an Employee on Authorized Leave of Absence).

         Look Back Year shall mean the Plan Year preceding the Determination
         Year.

         Separation Year shall mean any of the following years:

         (1)      An Employee who incurs a Termination Date shall have a
                  Separation Year in the Determination Year in which such
                  Termination Date occurs;

         (2)      An Employee who remains employed by the Employer but who
                  temporarily ceases to perform services for the Employer
                  (e.g., an Employee on Authorized Leave of Absence) shall have
                  a Separation Year in the calendar year in which he last
                  performs services for the Employer;

         (3)      An Employee who remains employed by the Employer but whose
                  Compensation for a calendar year is less than 50% of the
                  Employee's average annual Compensation for the immediately
                  preceding three calendar years (or the Employee's total years
                  of employment, if less) shall have a Separation Year in such
                  calendar year. However, such Separation Year shall be ignored
                  if the Employee remains employed by the Employer and the
                  Employee's Compensation returns to a level comparable to the
                  Employee's Compensation immediately prior to such Separation
                  Year.



                                    - 63 -
<PAGE>   71


13.05    Other Methods Permissible.

         To the extent permitted by the Code, judicial decisions, Treasury
         Regulations and IRS pronouncements, the Committee may (without further
         amendment to this Plan) take such other steps and actions or adopt
         such other methods or procedures (in addition to those methods and
         procedures described in this Article 13) to determine and identify
         Highly Compensated Employees (including adopting alternative
         definitions of Compensation which satisfy Code ss. 414(q)(7) and are
         uniformly applied).



                                    - 64 -
<PAGE>   72


                                   ARTICLE 14

                                MAXIMUM BENEFITS


14.01    General Rule.

         (a)      Notwithstanding any other provision of this Plan, for any
                  Plan Year, the Annual Additions to a Participant's Account,
                  when combined with the Annual Additions to the Participant's
                  Account under all other Qualified individual account plans
                  maintained by the Employer or its Affiliates shall not exceed
                  the lesser of (i) $30,000 or (ii) twenty-five percent (25%)
                  of the Participant's Compensation for such Plan Year (the
                  "maximum permissible amount").

         (b)      The Employer hereby elects that the Limitation Year for
                  purposes of Code ss. 415 shall be the Plan Year.

         (c)      For purposes of determining the limit on Annual Additions
                  under paragraph (a) of this Section, the dollar limit
                  described therein, to wit, $30,000, shall be increased for
                  each Plan Year to the extent permitted by law.

         (d)      If the amount to be allocated to a Participant's Account
                  exceeds the maximum permissible amount (and for this purpose
                  Employer Contributions shall be deemed to be allocated after
                  Employee Contributions), the excess will be disposed of as
                  follows. First, if the Participant's Annual Additions exceed
                  the maximum permissible amount as a result of (i) a
                  reasonable error in estimating the Participant's
                  Compensation, (ii) a reasonable error in estimating the
                  amount of Employee Contributions that the Participant could
                  make under Code Section 415 or (iii) other facts and
                  circumstances that the Internal Revenue Service finds
                  justifiable, the Committee may direct the Trustee to return
                  to the Participant his Employee Contributions for such Plan
                  Year to the extent necessary to reduce the excess amount.
                  Such returned Employee Contributions shall be ignored in
                  performing the discrimination tests of Article 12. Second,
                  any excess annual additions still remaining after the return
                  of Employee Contributions shall be reallocated as determined
                  by the Committee among the Participants whose accounts have
                  not exceeded the limit in the same proportion that the
                  Compensation of each such Participant bears to the
                  Compensation of all such Participants. If such reallocation
                  would result in an addition to another Participant's Account
                  which exceeds the permitted limit, that excess shall likewise
                  be reallocated among the Participants whose Accounts do not
                  exceed the limit. However, if the allocation or reallocation
                  of the excess amounts pursuant to these provisions causes the
                  limitations of Section 415 of the Code to be exceeded with



                                    - 65 -
<PAGE>   73


                  respect to each Participant for the limitation year, then any
                  such excess shall be held unallocated in a 415 Suspense
                  Account. If the 415 Suspense Account is in existence at any
                  time during a limitation year, other than the limitation year
                  described in the preceding sentence, all amounts in the 415
                  Suspense Account shall be allocated and reallocated to
                  Participants' Accounts (subject to the limitations of
                  Code ss.415) before any Contributions which would constitute
                  annual additions may be made to the Plan for that limitation
                  year.

         (e)      If the Participant is covered under another qualified defined
                  contribution plan maintained by an Employer during any
                  limitation year, the annual additions which may be credited
                  to a Participant's account under this Plan for any such
                  limitation year shall not exceed the maximum permissible
                  amount reduced by the annual additions credited to a
                  Participant's account under all such plans for the same
                  limitation year. If a Participant's annual additions under
                  this Plan and such other plans would result in an excess
                  amount for a limitation year, the excess amount will be
                  deemed to consist of the annual additions last allocated (and
                  for this purpose, Employer Contributions shall be deemed to
                  be allocated after Employee Contributions). If an excess
                  amount is allocated to a Participant on an allocation date of
                  this Plan which coincides with an allocation date of another
                  plan, the excess amount attributed to this Plan will be the
                  product of

                  (i)      the total excess amount as of such date, times

                  (ii)     the ratio of (A) the annual additions allocated to
                           the Participant for the limitation year as of such
                           date under this Plan to (B) the total annual
                           additions allocated to the Participant for the
                           limitation year as of such date under this and all
                           the other qualified defined contribution plans
                           maintained by the Employer.

         Any excess amount attributed to this Plan will be disposed in the
         manner described in this Section 14.01 above.

 14.02   Combined Plan Limitation.

         If the Employer or its Affiliates maintains, or at any time
         maintained, a Qualified defined benefit plan covering any Participant
         in this Plan, the sum of the Participant's defined benefit plan
         fraction and defined contribution plan fraction shall not exceed 1.0
         in any limitation year and the annual benefit otherwise payable to the
         Participant under such defined benefit plan shall be frozen or reduced
         to the extent necessary so that the sum of such fractions shall not
         exceed 1.0. This Section 14.02 shall not apply after December 31,
         1999.



                                    - 66 -
<PAGE>   74


 14.03    Definitions. For the purposes of this Article 14, the following
          definitions shall apply:

         (a)      "Annual Addition" shall mean the sum of:

                  (1)        Employee Contributions;

                  (2)        Employer Contributions;

                  (3)        Forfeitures; and

                  (4)        Amounts described in Code ss.ss. 415(l)(1) and
                             419A(d)(2).

         Annual Additions shall not include any amounts credited to the
         Participant's Account resulting from Rollover Contributions.

         (b)      "Affiliates" shall have that meaning contained in Article 2
                  except that for purposes of determining who is an Affiliate
                  the phrase "more than 50 percent" shall be substituted for
                  the phrase "at least 80 percent" each place it appears in
                  Code ss. 1563(a)(1).

         (c)      "Compensation" shall have the same meaning as defined in
                  Article 12 except that Compensation for purposes of Article
                  14 shall not include Pre-Tax Contributions under this Plan
                  and shall not include salary deferrals under a Code ss. 125
                  Cafeteria Plan. Effective January 1, 1998, "Compensation"
                  shall have the same meaning as defined in Article 12.

         (d)      "Defined Benefit Fraction" means a fraction, the numerator of
                  which is the sum of the Participant's projected annual
                  benefits under all the defined benefit plans (whether or not
                  terminated) maintained by the Employer or its Affiliates, and
                  the denominator of which is the lesser of (i) 125 percent of
                  the dollar limitation in effect for the limitation year
                  under ss.415(b)(1)(A) of the Code or (ii) 140 percent of the
                  Highest Average Compensation. Notwithstanding the foregoing,
                  if the Participant was a Participant as of the first day of
                  the first Limitation Year beginning after December 31, 1986,
                  in one or more defined benefit plans maintained by the
                  Employer or its Affiliates which were in existence on May 6,
                  1986, the denominator of this fraction will not be less than
                  125 percent of the sum of the annual benefits under such
                  plans which the Participant had accrued as of the end of the
                  last limitation year beginning before January 1, 1987, but
                  determined without regard to any changes in the terms and
                  conditions of the Plan occurring after May 5, 1986. The
                  preceding sentence applies only if the defined benefit plans
                  individually and in the aggregate satisfied the requirements
                  of ss.415 for all limitation years beginning before January 1,
                  1987.



                                    - 67 -
<PAGE>   75


         (e)      "Defined Contribution Fraction" means a fraction, the
                  numerator of which is the sum of the Annual Additions to the
                  Participant's account under all the defined contribution
                  plans (whether or not terminated) maintained by the Employer
                  or its Affiliates for the current and all prior limitation
                  years, and the denominator of which is the sum of the Maximum
                  Aggregate Amounts for the current and all prior limitation
                  years of service with the Employer or its Affiliates
                  (regardless of whether a defined contribution plan was
                  maintained by the Employer or its Affiliates). The Maximum
                  Aggregate Amount in any limitation year is the lesser of (i)
                  125 percent of the dollar limitation in effect
                  under ss.415(c)(1)(A) of the Code; or (ii) 35 percent of the
                  Participant's compensation for such year. If the Employee was
                  a Participant as of the first day of the first Limitation
                  Year beginning after December 31, 1986, in one or more
                  defined contribution plans maintained by the Employer or its
                  Affiliates which were in existence on May 6, 1986, the
                  numerator of this fraction will be adjusted if the sum of
                  this fraction and the defined benefit fraction would
                  otherwise exceed 1.0 under the terms of this Plan. Under the
                  adjustment, an amount equal to the product of (i) the excess
                  of the sum of the fractions over 1.0 times and (ii) the
                  denominator of this fraction, will be permanently subtracted
                  from the numerator of this fraction.

         (f)      "Highest Average Compensation" means the average compensation
                  for the three consecutive years of service with the employer
                  that produces the highest average.

         (g)      "Projected Annual Benefit" means the annual retirement
                  benefit (adjusted to an actuarially equivalent straight life
                  annuity if such benefit is expressed in a form other than a
                  straight life annuity or qualified joint and survivor
                  annuity) to which the Participant would be entitled under the
                  terms of the plan assuming (i) the Participant will continue
                  employment until normal retirement age under the plan (or
                  current age, if later), and (ii) the Participant's
                  compensation for the current limitation year and all other
                  relevant factors used to determine benefits under the plan
                  will remain constant for all future limitation years.



                                    - 68 -
<PAGE>   76


                                   ARTICLE 15

                                TOP HEAVY RULES


15.01    General.

         The provisions of this Article of the Plan shall become effective in
         any Plan Year in which the Plan is determined to be Top Heavy and
         shall supersede any conflicting provision of this Plan.

15.02    Definitions.

         (a)      Top Heavy.  The Plan shall be Top Heavy for the Plan Year if,
                  as of the Valuation Date which coincides with or immediately
                  precedes the Determination Date, the value of the Participant
                  Accounts of Key Employees exceeds 60% of the value of all
                  Participant Accounts. If the Employer maintains more than one
                  plan, all plans in which any Key Employee participates and
                  all plans which enable this Plan to satisfy the
                  anti-discrimination requirements of Code ss.ss.401(a)(4) and
                  410 must be combined with this Plan ( "Required Aggregation
                  Group") for the purposes of applying the 60% test described
                  in the preceding sentence. Plans maintained by the Employer
                  which are not in the required aggregation group may be
                  combined at the Employer's election with this Plan for the
                  purposes of determining Top Heavy status if the combined plan
                  satisfies the requirements of Code ss.401(a)(4) and 410 (
                  "Permissive Aggregation Group"). In determining the value of
                  Participant Accounts, all distributions made during the
                  five-year period ending on the Determination Date shall be
                  included and any unallocated Employer Contributions or
                  forfeitures attributable to the Plan Year in which the
                  Determination Date falls shall also be included. The Account
                  of (i) any Employee who at one time was a Key Employee but
                  who is not a Key Employee for any of the five Plan Years
                  ending on the Determination Date; and (ii) any Employee who
                  has not performed services for the Employer or a related
                  employer maintaining a plan in the aggregation group for the
                  five Plan Years ending on the Determination Date, shall be
                  disregarded in determining Top Heavy status.

                  If the Employer maintains a defined benefit plan during the
                  Plan Year which is subject to aggregation with this Plan, the
                  60% test shall be applied after calculating the present value
                  of the Participants' accrued benefits under the defined
                  benefit plan in accordance with the rules set forth in that
                  plan and combining the present value of such accrued benefits
                  with the Participant's account balances under this Plan.



                                    - 69 -
<PAGE>   77


                  Solely for the purpose of determining if the Plan, or any
                  other plan included in the Required Aggregation Group, is
                  Top-Heavy, a Non-Key Employee's accrued benefit in a defined
                  benefit plan shall be determined under (i) the method, if
                  any, that uniformly applies for accrual purposes under all
                  plans maintained by the Affiliates, or (ii) if there is no
                  such method, as if such benefit accrued not more rapidly than
                  the slowest accrual rate permitted under the fractional
                  accrual rate of Code ss. 411(b)(1)(C).

         (b)      Key Employee.  Any employee of the Employer who, during the
                  Plan Year or the four preceding Plan Years was an officer
                  receiving Compensation in excess of 50% of the limit
                  described in Code ss.415(b)(1)(A), one of the ten employees of
                  the Employer owning the largest interests in the Employer and
                  receiving Compensation equal to or greater than the dollar
                  limit described in Code ss.415(c)(1)(A), a greater than 5%
                  owner of the Employer, a greater than 1% owner of the
                  Employer receiving Compensation in excess of $150,000, or the
                  Beneficiary of a Key Employee. The Code ss.415(b)(1)(A) and
                  415(c)(1)(A) limits referred to in the preceding sentence
                  shall be the specified dollar limit plus any increases
                  reflecting cost of living adjustments specified by the
                  Secretary of the Treasury.

         (c)      Determination Date. The last day of the Plan Year immediately
                  preceding the Plan Year for which Top Heavy status is
                  determined. For the first Plan Year, the Determination Date
                  shall be the last day of the first Plan Year.

         (d)      Non-Key Employee.  Any Participant who is not a Key Employee.

         (e)      Employer. The term "Employer" shall include any Affiliate of
                  such Employer.

         (f)      Compensation. The term "Compensation" shall have that meaning
                  as defined in Article 14.

 15.03   Minimum Benefit.

         (a)      Except as provided below, the Employer Contributions
                  allocated on behalf of any Non-Key Employee who is employed
                  by the Employer on the Determination Date shall not be less
                  than the lesser of (i) 3% of such Non-Key Employee's
                  Compensation or (ii) the largest percentage of Employer
                  Contributions and Pre-Tax Contributions, as a percentage of
                  the Key Employee's Compensation, allocated on behalf of any
                  Key Employee for such Plan Year. Pre-Tax Contributions
                  allocated to the Accounts of Non-Key Employees shall not be
                  considered in determining whether a Non-Key Employee has
                  received the minimum contribution required by this Section
                  15.03.



                                    - 70 -
<PAGE>   78


         (b)      The minimum allocation is determined without regard to any
                  Social Security contribution and shall be made even though,
                  under other Plan provisions, the Non-Key Employee would have
                  received a lesser allocation or no allocation for the Plan
                  Year because of the Non-Key Employee's failure to complete
                  1,000 Hours of Service, his failure to make mandatory
                  employee contributions, or his earning compensation less than
                  a stated amount.

         (c)      If the Employer maintains a defined benefit plan in addition
                  to this Plan, the minimum contribution and benefit
                  requirements for both plans in a Top Heavy Plan Year may be
                  satisfied by an allocation of Employer Contributions to the
                  Account of each Non-Key Employee in the amount of 5% of the
                  Non-Key Employee's compensation.

 15.04   Combined Plan Limitation For Top Heavy Years.

         In any Plan Year during which more than 90% of the Participant Account
         balances are attributable to Key Employees, 100% or an equivalent
         factor shall be substituted for 125% or an equivalent factor in the
         combined plan fraction denominators set forth in the Section of this
         Plan which limits maximum benefits pursuant to ss. 415 of the Code. In
         any Plan Year during which more than 60% but not more than 90% of the
         Participant Account balances are attributable to Key Employees, 100%
         or an equivalent factor shall be substituted for 125% or an equivalent
         factor in the combined plan fraction denominators unless the Account
         of each Non-Key Employee participating in the Plan receives an
         allocation which satisfies Section 15.03 above, except that for this
         purpose the figure "4%" shall be substituted for "3%" where it appears
         in Section 15.03(a) and the figure "7.5%" shall be substituted for
         "5%" where it appears in Section 15.03(c). This Section 15.04 shall
         cease to be applicable after December 31, 1999.



                                     - 71 -
<PAGE>   79


                                   ARTICLE 16

                                 MISCELLANEOUS

16.01      Headings.

           The headings and sub-headings in this Plan have been inserted for
           convenience of reference only and are to be ignored in any
           construction of the provisions hereof.

16.02      Action by Employer.

           Any action by an Employer under this Plan shall be by resolution of
           its Board of Directors, or by any person or persons duly authorized
           by resolution of said Board to take such action.

16.03      Spendthrift Clause.

           Except as otherwise required by a "qualified domestic relations
           order" as defined in Code Section 414(p), none of the benefits,
           payments, proceeds or distributions under this Plan shall be subject
           to the claim of any creditor of any Participant or Beneficiary, or
           to any legal process by any creditor of such Participant or
           Beneficiary, and none of them shall have any right to alienate,
           commute, anticipate or assign any of the benefits, payments,
           proceeds or distributions under this Plan except for the extent
           expressly provided herein to the contrary. If any Participant shall
           attempt to dispose of the benefits provided for him hereunder, or to
           dispose of the right to receive such benefits, or in the event there
           should be an effort to see such benefits or the right to receive
           such benefits by attachment, execution or other legal or equitable
           process, such right to benefits shall pass and be transferred, at
           the discretion of the Plan Administrator, to such one or more as may
           be appointed by the Plan Administrator from among the Beneficiaries,
           if any theretofore designated by the Participant, or from the
           spouse, children or other dependents of the Participant, in such
           shares as the Committee may appoint. Any appointment so made by the
           Committee may be revoked by it at any time and further appointment
           made by it which may include the Participant.

16.04      Distributions Upon Special Occurrences.

           (a)      Subject to Section 11.03, Pre-Tax Contributions and any
                    income attributable thereto, shall be distributed to
                    Participants or their Beneficiaries in a single lump sum as
                    soon as administratively feasible after the termination of
                    the Plan, provided that neither the Employer nor its
                    Affiliates maintain a successor plan.

           (b)      Pre-Tax Contributions and any income attributable thereto
                    shall be distributed to Participants in a single lump sum
                    as soon as administratively



                                    - 72 -
<PAGE>   80

                    feasible after the sale, to an entity that is not an
                    Affiliate, of substantially all of the assets used by the
                    Employer in the trade or business in which the Participant
                    is employed.

           (c)      After the sale of an incorporated Affiliate's interest in a
                    subsidiary to an entity that is not an Affiliate, Pre-Tax
                    Contributions and any income attributable thereto of a
                    Participant who continues to work for such subsidiary shall
                    be distributed in a lump sum as soon as administratively
                    feasible.

           (d)      The provisions of this Section 16.04 including the
                    definitions of terms such as "successor plan" and
                    "substantially all of the assets" shall be governed by
                    Treasury Regulation ss. 1.401(k)-1(d)(1)(iii) or any
                    successor Treasury Regulation thereto.

16.05      Discrimination.

           The Employer, the Committee, the Trustee and all other persons
           involved in the administration and operation of the Plan shall
           administer and operate the Plan and Trust in a uniform and
           consistent manner with respect to all Participants similarly
           situated and shall not permit discrimination in favor of Highly
           Compensated Employees.

16.06      Release.

           Any payment to a Participant or Beneficiary, or to their legal
           representatives, in accordance with the provisions of this Plan,
           shall to the extent thereof be in full satisfaction of all claims
           hereunder against the Trustee, Plan Administrator, Committee and the
           Employer, any of whom may require such Participant, Beneficiary, or
           legal representative, as a condition precedent to such payment, to
           execute a receipt and release therefor in such form as shall be
           determined by the Trustee, the Committee, or the Employer, as the
           case may be.

16.07      Compliance with Applicable Laws.

           The Company, through the Plan Administrator, shall interpret and
           administer the Plan in such manner that the Plan and Trust shall
           remain in compliance with the Code, with the Act, and all other
           applicable laws, regulations, and rulings.

16.08      Agent for Service of Process.

           The agent for service of process of this Plan shall be the person
           listed from time to time in the current records of the Secretary of
           State of Georgia as the agent for the service of process for the
           Company.



                                    - 73 -
<PAGE>   81


16.09      Merger.

           In the event of any merger or consolidation of the Plan with any
           other Plan, or the transfer of assets or liabilities by the Plan to
           another Plan, each Participant must receive (assuming that the Plan
           would terminate) the benefit immediately after the merger,
           consolidation, or transfer which is equal to or greater than the
           benefit such Participant would have been entitled to receive
           immediately before the merger, consolidation, or transfer (assuming
           that the Plan had then terminated), provided such merger,
           consolidation, or transfer took place after the date of enactment of
           the Act.

16.10      Governing Law.

           The Plan shall be governed by the laws of the State of Florida to
           the extent that such laws are not preempted by Federal law.

16.11      Adoption of the Plan by an Affiliated Sponsor.

         (a)      The Committee shall determine which employers shall become
                  Affiliated Sponsors within the terms of the Plan. In order
                  for the Committee to designate an Employer as an Affiliated
                  Sponsor, the Committee must approve the addition of the
                  Affiliated Sponsor's identity to Schedule A (which approval
                  may be retroactive to an earlier effective date). The
                  Committee may also specify such terms and conditions
                  pertaining to the adoption of the Plan by the Affiliated
                  Sponsor as the Committee deems appropriate. With the
                  Committee's consent, an Affiliated Sponsor may limit
                  participation in the Plan to certain of its Employees.

         (b)      The Plan of the Affiliated Sponsor and of the Company shall
                  be considered a single plan for purposes of Treasury
                  Regulations ss.1.414(1)-1(b)(1). All assets contributed to the
                  Plan by the Affiliated Sponsor shall be held in a single fund
                  together with the assets contributed by the Company (and with
                  the assets of any other Affiliated Sponsors); and so long as
                  the Affiliated Sponsor continues to be designated as such,
                  all assets held in such fund shall be available to pay
                  benefits to all Participants and Beneficiaries covered by the
                  Plan irrespective of whether such Employees are employed by
                  the Company or by the Affiliated Sponsor. Nothing contained
                  herein shall be construed to prohibit the separate accounting
                  of assets contributed by the Company and the Affiliated
                  Sponsors for purposes of cost allocation if directed by the
                  Committee or the holding of Plan assets in more than one
                  Trust Fund with more than one Trustee.

         (c)      So long as the Affiliated Sponsor's designation as such
                  remains in effect, the Affiliated Sponsor shall be bound by,
                  and subject to all provisions of the Plan and the Trust
                  Agreement. The exclusive authority to amend the



                                    - 74 -
<PAGE>   82

                  Plan and the Trust Agreement shall be vested in the Committee
                  and no Affiliated Sponsor shall have any right to amend the
                  Plan or the Trust Agreement. Any amendment to the Plan or the
                  Trust Agreement adopted by the Committee shall be binding
                  upon every Affiliated Sponsor without further action by such
                  Affiliated Sponsor.

         (d)      Each Affiliated Sponsor shall be solely responsible for
                  making an Employer Contribution with respect to its Employees
                  and solely responsible for making any contribution required
                  by Article 15. Furthermore, if an Affiliated Sponsor
                  determines to make a Qualified Nonelective Contribution on
                  behalf of its Employees, such Affiliated Sponsor shall be
                  solely responsible for making such contribution. Neither the
                  Company nor any other Affiliated Sponsor is obligated to make
                  a Qualified Nonelective Contribution on behalf of the
                  Employees of a different Affiliated Sponsor.

         (e)      The Company and each Affiliated Sponsor which is an Affiliate
                  will be tested on a combined basis to determine whether the
                  Company and such Affiliated Sponsors satisfy the Average
                  Actual Deferral Percentage Test and Average Actual
                  Contribution Percentage Test described in Article 12. An
                  Affiliated Sponsor which is not an Affiliate shall be tested
                  separately from the Company and those Affiliated Sponsors
                  that are Affiliates for purposes of the ADP and ACP test
                  described in Article 12.

         (f)      No Affiliated Sponsor other than the Company shall have the
                  right to terminate the Plan. However, any Affiliated Sponsor
                  may withdraw from the Plan by action of its board of
                  directors provided such action is communicated in writing to
                  the Committee. The withdrawal of an Affiliated Sponsor shall
                  be effective as of the last day of the Plan Year following
                  receipt of the notice of withdrawal (unless the Committee
                  consents to a different effective date). In addition, the
                  Committee may terminate the designation of an Affiliated
                  Sponsor to be effective on such date as the Committee
                  specifies. Any such Affiliated Sponsor which ceases to be an
                  Affiliated Sponsor shall be liable for all cost accrued
                  through the effective date of its withdrawal or termination
                  and any contributions owing as a result of Employee
                  Contributions by its Employees or any other contribution as
                  provided in paragraphs (d) and (e). In the event of the
                  withdrawal or termination of an Affiliated Sponsor as
                  provided in this paragraph, such Affiliated Sponsor shall
                  have no right to direct that assets of the Plan be
                  transferred to a successor plan for its Employees unless such
                  a transfer is approved by the Committee in its sole
                  discretion.



                                    - 75 -
<PAGE>   83


 16.12   Protected Benefits.

         Early retirement benefits, retirement-type subsidies, or optional
         forms of benefits protected under Code ss.411(d)(6) ("Protected
         Benefits") shall not be reduced or eliminated with respect to benefits
         accrued under such Protected Benefits unless such reduction or
         elimination is permitted under the Code authority issued by the
         Internal Revenue Service, or judicial authority.

 16.13   Location of Participant or Beneficiary Unknown.

         In the event that all or any portion of the distribution payable to a
         Participant or his Beneficiary shall remain unpaid solely by reason of
         the Committee's inability to ascertain the whereabouts of such
         Participant or Beneficiary, the amount unpaid shall be forfeited.
         However, such forfeiture shall not occur until five (5) years after
         the amount first became payable. The Committee shall make a diligent
         effort to locate the Participant or Beneficiary including the mailing
         of a registered letter, return receipt requested, to the last known
         address of such Participant or Beneficiary. In the event a Participant
         or Beneficiary is located subsequent to his benefit being forfeited,
         such benefit shall be restored and distributed.

16.14    Qualified 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 Section 414(u) of
         the Internal Revenue Code.

           IN WITNESS WHEREOF, the Company has caused this Plan to be duly
executed and its seal to be hereunto affixed on the date indicated below, but
effective as of September 1, 1997.

                                            SUMMIT HOLDING SOUTHEAST, INC.

                                            By:
                                               -------------------------------
                                            Title:
                                                  ----------------------------

                                            Date:
                                                 -----------------------------

                                            SUMMIT CONSULTING, INC.

                                            By:
                                               -------------------------------
                                            Title:
                                                  ----------------------------

                                            Date:
                                                 -----------------------------



                                    - 76 -
<PAGE>   84



                                    SUMMIT CLAIMS MANAGEMENT, INC.

                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------

                                    Date:
                                         -------------------------------------


                                    SUMMIT LOSS CONTROL SERVICES, INC.

                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------

                                    Date:
                                         -------------------------------------


                                    HERITAGE/SUMMIT HEALTHCARE, INC.

                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------

                                    Date:
                                         -------------------------------------


                                    BRIDGEFIELD CASUALTY INSURANCE COMPANY

                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------

                                    Date:
                                         -------------------------------------


                                    BRIDGEFIELD EMPLOYERS INSURANCE COMPANY

                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------

                                    Date:
                                         -------------------------------------



                                     - 77 -
<PAGE>   85

                                   SCHEDULE A

                              AFFILIATED SPONSORS

<TABLE>
<CAPTION>

                             Name                                    Effective Date of Affiliation
----------------------------------------------------                 -----------------------------


<S>                                                                  <C>
Summit Consulting, Inc.                                                      5/1/92

Summit Claims Management, Inc.                                               5/1/92

Summit Loss Control Services, Inc.                                           5/1/92

Bridgefield Casualty Insurance Company                                       1/1/96

Heritage/Summit Healthcare, Inc.                                             1/1/97

Bridgefield Employers Insurance Company                                      9/1/97
</TABLE>



                                     - 78 -
<PAGE>   86


                                   SCHEDULE B

                             PREDECESSOR EMPLOYERS


 PREDECESSOR EMPLOYER          DATE OF ACQUISITION              SPECIAL RULES

[NONE]



                                     - 79 -
<PAGE>   87


                                   SCHEDULE C

                             PRIOR EMPLOYER ACCOUNT


[NONE]



                                     - 80 -
<PAGE>   88


                                   SCHEDULE D

               SPECIAL RULES APPLICABLE TO ANNUITY DISTRIBUTIONS


(a)      Automatic Form of Payment

         (i)      If a Participant does not have a Spouse on his Annuity
                  Starting Date, the Participant's vested Account shall be
                  distributed in the form of a Single Life Annuity unless the
                  Participant elects otherwise under Paragraph (b). If a
                  Participant has a Spouse on his Annuity Starting Date, the
                  Participant's vested Account shall be distributed in the form
                  of a Joint and 50% Survivor Annuity unless the Participant
                  (with spousal consent) otherwise elects under Paragraph (b).

         (ii)     Single Life Annuity is an annuity which may be purchased with
                  the Participant's vested Account or paid directly from the
                  Trust that provides level monthly payments during the
                  Participant's lifetime, with payments ceasing upon the
                  Participant's death.

         (iii)    Joint and 50% Survivor Annuity is an annuity which may be
                  purchased with the Participant's vested Account or paid
                  directly to the Participant for his life, and upon the
                  Participant's death, 50% of such monthly payment shall be
                  payable on a monthly basis to the Participant's Spouse for
                  the Spouse's life. Payments under the Joint and Survivor
                  Annuity shall cease on the later of the death of the
                  Participant or the death of the Participant's Spouse.

(b)      Participant Election of an Optional Form of Payment

         (i)      Within 90 days of the Participant's Annuity Starting Date,
                  the Committee shall provide an election form on which the
                  Participant may elect an optional form of benefit. In addition
                  to the election form, the Committee shall provide each
                  Participant a written explanation of the applicable automatic
                  form of payment described in Paragraph (a) and of the optional
                  forms of payment described in Article 8. Such explanation
                  shall describe the circumstances under which the Joint and 50%
                  Survivor Annuity will be provided and explanation of the
                  financial effect of electing not to have such form.
                  Furthermore, the written explanation shall provide a general
                  description of the eligibility conditions (if any) and other
                  material features of the optional forms of payment including
                  sufficient information regarding the relative values of the
                  optional forms of payment and the automatic form of payment.
                  If payment is scheduled to commence prior to the Participant's
                  Normal Retirement Date, the written explanation must also
                  inform the Participant of is rights (if any) to defer receipt
                  of the Distribution until his



                                     - 81 -
<PAGE>   89

                  Normal Retirement Date. If a Participant makes a request for
                  additional information that is received 90 days prior to the
                  Annuity Starting Date, such information must be furnished
                  within 30 days. The Participant will then be entitled to a 90
                  day period in which to make or change an election, even if
                  such 90-day period extends beyond the Participant's Annuity
                  Starting Date and, in such case, the Participant's first
                  payment shall be made after such election form has been
                  received, on a retroactive basis, if necessary.

         (ii)     A married Participant's election to receive an optional form
                  of payment shall be valid only if the Participant's Spouse
                  (after receipt of the written explanation described in
                  Paragraph (b)(i) consents in writing on a form provided by the
                  Committee in the presence of a notary public or Plan
                  representative to the Participant's election. The Spouse's
                  consent must be made within 90 days of the Participant's
                  Annuity Starting Date and must acknowledge the effect of such
                  consent. However, if the Participant establishes to the
                  satisfaction of the Committee that his Spouse's consent cannot
                  be obtained because he has no Spouse, because his Spouse
                  cannot be located, or because of other circumstances as
                  determined by applicable Treasury Regulations, The Committee
                  may treat the Participant's election as an election for which
                  spousal consent was obtained. A Spouse's consent pursuant to
                  this paragraph shall be irrevocable.

         (iii)    A Participant may revoke his election of an optional form of
                  payment or make a new election (provided any required spousal
                  consent is obtained) at any time prior to his Annuity Starting
                  Date. Furthermore, the Participant's election shall cease to
                  be valid upon the marriage of the Participant or upon the
                  remarriage of the Participant following the death or divorce
                  of the Spouse giving the consent to the Participant's
                  election. If the Participant revokes his election or if such
                  election otherwise ceases to be valid, the Participant's
                  vested Account shall be payable under the applicable automatic
                  form of payment described in Paragraph (a).

         (iv)     If a Distribution is one to which Sections 401(a)(11) and 417
                  of the Internal Revenue Code do apply, such Distribution may
                  commence less than 30 days but not less than 7 days after the
                  notice described above is given, provided that:

                  (A)      the Committee clearly informs the Participant that
                           the Participant has a right to a period of at least
                           30 days after receiving the notice to consider the
                           decision of (i) whether or not to elect a
                           Distribution and (ii) whether to waive a joint and
                           survivor annuity and elect an optional form of
                           distribution;



                                     - 82 -
<PAGE>   90


                  (B)      the Participant, after receiving the notice,
                           affirmatively elects a Distribution;

                  (C)      the Participant is permitted to revoke an
                           affirmative Distribution election at least until the
                           Annuity Starting Date or, if later, at any time
                           prior to the expiration of the 7-day period that
                           begins the day after the explanation of the joint
                           and survivor annuity is provided to the Participant;

                  (D)      the Participant's Annuity Starting Date is after the
                           date that the explanation of the joint and survivor
                           annuity is provided to the Participant; and

                  (E)      the Distribution in accordance with the affirmative
                           election does not commence before the expiration of
                           the 7-day period that begins the day after the
                           explanation of the joint and survivor annuity is
                           provided to the Participant.

(c)      Pre-Retirement Survivor Annuity

        (i)       Except as provided in subparagraph (iii) below, if a married
                  Participant dies prior to his Annuity Starting Date, the
                  Participant's vested Account shall be paid to the
                  Participant's Spouse in the form of a Single Life Annuity
                  payable for the life of the Spouse (the "Pre-Retirement
                  Survivor Annuity"). The Spouse may, however, elect to receive
                  the Participant's vested Account in a lump sum as provided in
                  Article 8. The election of an optional distribution form must
                  be made within ninety days of the Participant's death on a
                  form provided by the Committee for such purpose.

       (ii)       During the Applicable Period (defined below), the Plan shall
                  provide each Participant with a written explanation of the
                  Pre-Retirement Survivor Annuity. Such explanation shall
                  contain comparable information as provided in the notice
                  described in paragraph (b)(i). The "Applicable Period" shall
                  mean whichever of the following periods ends last:

                  (A)      The period beginning with the first Plan Year in
                           which the Participant attains age 32 and ending with
                           the close of the Plan Year in which the Participant
                           attains age 34;

                  (B)      A reasonable period of time ending after the
                           Employee becomes a Participant; or

                  (C)      A reasonable period after Participant first becomes
                           subject to Code Section 417.



                                     - 83 -
<PAGE>   91

                           However, if a Participant terminates his Employment
                           prior to the attainment of age 35, the "Applicable
                           Period" shall mean the one-year period immediately
                           preceding and immediately following the
                           Participant's Termination Date. If the Participant
                           is subsequently re-hired on or after the attainment
                           of age 35, the Participant shall receive a new
                           explanation within the "Applicable Period" descried
                           in the preceding paragraph.

      (iii)       A married Participant may waive the Pre-Retirement Survivor
                  Annuity by properly completing and filing a form with the
                  Committee during the period beginning on the first day of the
                  Plan Year during which the Participant attains age 35 and
                  ending on the Participant's death. In addition, the married
                  Participant may name a non-spouse Beneficiary to receive the
                  death benefit. However, the married Participant's waiver of
                  the Pre-Retirement Survivor Annuity shall be void unless the
                  Participant's Spouse (after receipt of the explanation of the
                  Pre-Retirement Survivor Annuity described in subparagraph (ii)
                  above) consents in writing on a form provided by the Plan
                  Administrator in the presence of a notary public or Plan
                  representative to the Participant's waiver of the
                  Pre-Retirement Survivor Annuity. The Spouse's consent must
                  acknowledge the effect of such consent and must specifically
                  state the non-spouse beneficiary, if any, selected by the
                  Participant. However, if the Participant establishes to the
                  satisfaction of the Plan Administrator that his Spouse's
                  consent cannot be obtained because he has no Spouse, because
                  his Spouse cannot be located, or because of other
                  circumstances as determined by applicable Treasury
                  Regulations, the Committee may treat the Participant's
                  election as an election for which spousal consent was
                  obtained. A Spouse's consent pursuant to this paragraph shall
                  be irrevocable.

       (iv)       If the Participant waives the Pre-Retirement Survivor Annuity
                  (with spousal consent), the Participant's Account will be
                  distributed to the Participant's Beneficiary as provided in
                  Section 8.05(b). A married Participant may revoke his waiver
                  of the Pre-Retirement Survivor Annuity at any time prior to
                  his death. Furthermore, the Participant's waiver shall cease
                  to be valid upon the remarriage of the Participant following
                  the death or divorce of the spouse giving the consent to the
                  waiver of the Pre-Retirement Survivor Annuity. If the
                  Participant revokes his waiver or if such election otherwise
                  ceases to be valid, any death benefit payable to the
                  Participant's Spouse shall be determined pursuant to
                  subparagraph (i) above.

        (v)       If a unmarried Participant dies prior to his Annuity Starting
                  Date, the Participant's vested Account shall be distributed
                  to the Beneficiary as provided in Section 8.05(b).



                                     - 84 -
<PAGE>   92


       (vi)       If a Participant dies on or after his Annuity Starting Date,
                  no death benefits will be paid under this Paragraph (c) or
                  under Section 8.05. Instead, any death benefits will be
                  determined in accordance with the distribution option
                  selected by the Participant. The Beneficiary may elect to
                  accelerate any death benefit into a lump sum by notifying the
                  Committee within ninety days of the Participant's death on a
                  form provided by the Committee for such purpose.



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