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                                                                   Exhibit 10.26



                                ATGI 401(k) PLAN



                                 IMPORTANT NOTE


Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.
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                               Table Of Contents
 
ARTICLE I      Definitions.................................................1

ARTICLE II     Service....................................................17
 
ARTICLE III    Eligibility, Enrollment and Participation..................20
 
ARTICLE IV     Contributions..............................................21
 
ARTICLE V      Limitations on Allocations.................................34
 
ARTICLE VI     Distribution of Benefits...................................41
 
ARTICLE VI-A   Direct Rollovers...........................................48
 
ARTICLE VII    Retirement Benefits........................................50
 
ARTICLE VIII   Joint and Survivor Annuity Requirements....................51
 
ARTICLE IX     Termination of Employment..................................56
 
ARTICLE X      Withdrawals................................................58
 
ARTICLE X-A    Loans......................................................61
 
ARTICLE XI     Fiduciary Duties and Responsibilities......................63
 
ARTICLE XII    The Administrator..........................................64
 
ARTICLE XIII   Participants' Rights.......................................66
 
ARTICLE XIV    Amendment or Termination of the Plan.......................69
 
ARTICLE XV     Substitution of Plans......................................71
 
ARTICLE XVI    Miscellaneous..............................................72
 
ARTICLE XVI-A  Top-Heavy Provisions.......................................74
 
ARTICLE XVII   Trust Agreement............................................79
 
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                                   ARTICLE I
                                 DEFINITIONS



1.1  ACCRUED BENEFIT. The term Accrued Benefit means the value on any applicable
     date of the Participant's Account.

1.2  ACTIVE PARTICIPANT. The term Active Participant means any Participant who
     (a) performs duties as an Employee for the Employer, and (b) is not an
     Inactive Participant.

1.3  ACTUAL CONTRIBUTION PERCENTAGE.  The term Actual Contribution Percentage
     means the average of the Actual Contribution Ratios of a specified group
     computed to the nearest one-hundredth of one percent.

1.4  ACTUAL CONTRIBUTION PERCENTAGE TEST.

     (A)  For each Plan Year, the Plan shall satisfy the contribution percentage
          requirement described in section 401(m)(2) of the Code and the
          regulations thereunder, which are incorporated herein.

          The Plan satisfies the Actual Contribution Percentage Test if:

          (1)  The Actual Contribution Percentage for the group of eligible
               Highly Compensated Employees is not more than the Actual
               Contribution Percentage for the group of all other eligible
               Employees multiplied by 1.25; or

          (2)  The excess of the Actual Contribution Percentage for the group of
               eligible Highly Compensated Employees over the Actual
               Contribution Percentage for the group of all other eligible
               Employees is not more than two percentage points, and the Actual
               Contribution Percentage for the group of eligible Highly
               Compensated Employees is not more than the Actual Contribution
               Percentage for the group of all other eligible Employees
               multiplied by two.

     (B)  Special Rules.

          (1)  For purposes of determining the Actual Contribution Percentage
               Test, Employee Contributions are considered to have been made in
               the Plan Year in which they were contributed to the Plan.
               Matching Contributions and Qualified Nonelective Contributions
               will be considered for a Plan Year only if allocated to the
               Employee's Account as of any date within the Plan Year being
               tested and only if made before the last day of the twelve-month
               period immediately following the Plan Year to which such
               contributions relate.

          (2)  A Matching Contribution that is forfeited to correct Excess
               Aggregate Contributions, or because the contribution to which it
               relates is treated as an Excess Contribution, Excess Deferral,
               or Excess Aggregate Contribution, shall not be taken into account
               for purposes of the Actual Contribution Percentage Test.

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          (3)  The Employer shall maintain records sufficient to demonstrate
               satisfaction of the Actual Contribution Percentage Test,
               including records showing the extent to which Qualified
               Nonelective Contributions and Elective Deferral Contributions are
               taken into account.

1.5  ACTUAL CONTRIBUTION RATIO.

     (A)  An Employee's Actual Contribution Ratio is the sum of the Contribution
          Percentage Amounts allocated to the Employee's Account for the Plan
          Year (including any amounts required to be taken into account under
          subparagraphs (B) (1) and (B) (2) of this section) divided by the
          Employee's Compensation for the Plan Year.  If no Matching
          Contributions, Employee Contributions, Qualified Nonelective
          Contributions, or Elective Deferral Contributions are taken into
          account with respect to an eligible Employee, the Actual Contribution
          Ratio of the Employee is zero.

     (B)  Special Rules.

          (1)  In the event that this Plan is aggregated with one or more plans
               for purposes of section 410(b) of the Code (other than for
               purposes of the average benefit percentage test), or if one or
               more other plans satisfy the requirements of section 410(b) of
               the Code (other than the average benefit percentage test) only if
               aggregated with this Plan, then this section shall be applied by
               determining the Actual Contribution Ratios of Employees as if all
               such plans were a single plan.  Plans may be aggregated only if
               they have the same Plan Year.

          (2)  The Actual Contribution Ratio of a Highly Compensated Employee
               who is eligible to participate in more than one plan of the
               Employer to which Employee Contributions or Matching
               Contributions are made shall be calculated by treating all such
               plans in which the Employee is eligible to participate as one
               plan.  For Plan Years beginning after December 31, 1988, if a
               Highly Compensated Employee participates in two or more plans
               that have different plan years, all plans ending with or within
               the same calendar year shall be treated as a single plan.
               However, plans that are not permitted to be aggregated under
               Treasury Regulation section 1.401(m)-1(b)(3)(ii) shall not be
               aggregated for purposes of this section.

          (3)  For purposes of determining the Actual Contribution Ratio of a
               Participant who is a 5-percent owner or one of the ten most
               highly-paid Highly Compensated Employees, the Contribution
               Percentage Amounts and Compensation of such Participant shall
               include the Contribution Percentage Amounts (including any
               amounts required to be taken into account under subparagraphs (B)
               (1) and (B) (2) of this section) and Compensation for the Plan
               Year of all Family Members.

               If the Participant is required to be aggregated as a member of
               more than one family group under the Plan, all eligible Employees
               who are members of those family groups that include that Employee
               are aggregated as one family group.

               Family Members, with respect to Highly Compensated Employees,
               shall be disregarded as separate Employees in determining the
               Actual Contribution Ratio both for Participants who are Nonhighly
               Compensated Employees and for Participants who are 

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               Highly Compensated Employees.

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

1.6  ACTUAL DEFERRAL PERCENTAGE.  The term Actual Deferral Percentage means the
     average of the Actual Deferral Ratios of a specified group, computed to the
     nearest one-hundredth of one percent.

1.7  ACTUAL DEFERRAL PERCENTAGE TEST.

     (A)  For each Plan Year, the Plan shall satisfy the Actual Deferral
          Percentage Test described in section 401(k)(3) and the regulations
          thereunder, which are herein incorporated by reference.

          The Plan satisfies the Actual Deferral Percentage Test for a Plan Year
          only if:

          (1)  The Actual Deferral Percentage for the group of eligible Highly
               Compensated Employees is not more than the Actual Deferral
               Percentage for the group of all other eligible Employees
               multiplied by 1.25; or

          (2)  The excess of the Actual Deferral Percentage for the group of
               eligible Highly Compensated Employees over the Actual Deferral
               Percentage for the group of all other eligible Employees is not
               more than two percentage points, and the Actual Deferral
               Percentage for the group of eligible Highly Compensated Employees
               is not more than the Actual Deferral Percentage for the group of
               all other eligible Employees multiplied by two.

     (B)  Special Rules.

          (1)  For purposes of determining the Actual Deferral Percentage Test,
               Elective Deferral Contributions, Qualified Nonelective
               Contributions, and Qualified Matching Contributions must be
               allocated to the Employee's Account as of a date within the Plan
               Year being tested and must be made before the last day of the
               twelve-month period immediately following the Plan Year to which
               such contributions relate.

          (2)  The Excess Deferrals of a Highly Compensated Employee shall be
               taken into account for purposes of the Actual Deferral Percentage
               Test.  Conversely, the Excess Deferrals of an Employee who is a
               Nonhighly Compensated Employee shall not be taken into account
               for purposes of the Actual Deferral Percentage Test.

          (3)  The Employer shall maintain records sufficient to demonstrate
               satisfaction of the Actual Deferral Percentage Test, including
               the extent to which Qualified Nonelective Contributions and
               Qualified Matching Contributions are taken into account.

1.8  ACTUAL DEFERRAL RATIO.

     (A)  An Employee's Actual Deferral Ratio for the Plan Year is the sum of
          the Employee's Deferral Percentage Amounts allocated to the Employee's
          Account for the Plan Year (including any amounts required to be taken
          into account under subparagraphs (B) (1) and (B) (2) of this 

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          section), divided by the Employee's Compensation taken into account
          for the Plan Year. If an eligible Employee makes no Elective Deferral
          Contributions, and no Qualified Matching Contributions or Qualified
          Nonelective Contributions are taken into account with respect to the
          Employee, the Actual Deferral Ratio of the Employee is zero.

     (B)  Special Rules.

          (1)  In the event that this Plan is aggregated with one or more plans
               for purposes of section 410(b) of the Code (other than for
               purposes of the average benefit percentage test), or if one or
               more other plans satisfy the requirements of section 410(b) of
               the Code (other than the average benefit percentage test) only if
               aggregated with this Plan, then this section shall be applied by
               determining the Actual Deferral Ratio of Employees as if all such
               plans were a single plan.  Plans may be aggregated only if they
               have the same Plan Year.

          (2)  The Actual Deferral Ratio of a Highly Compensated Employee who is
               eligible to participate in more than one cash or deferred
               arrangement (as described in section 401(k) of the Code) of the
               same Employer shall be calculated by treating all the cash or
               deferred arrangements in which the Employee is eligible to
               participate as one arrangement.  If the cash or deferred
               arrangements that are treated as a single arrangement under the
               preceding sentence are parts of plans that have different Plan
               Years, the cash or deferred arrangements are treated as a single
               arrangement with respect to the Plan Years ending with or within
               the same calendar year.  However, plans that are not permitted to
               be aggregated under Treasury Regulation section 1.401(k)-
               1(b)(3)(ii)(B) are not aggregated for purposes of this section.

          (3)  For purposes of determining the Actual Deferral Ratio of a
               Participant who is a 5 percent owner or one of the 10 most Highly
               Compensated Employees, the Deferral Percentage Amounts and
               Compensation of such Participant shall include the Deferral
               Percentage Amounts (including any amounts required to be taken
               into account under subparagraphs (B) (1) and (B) (2) of this
               section) and Compensation for the Plan Year of Family Members.

               If an Employee is required to be aggregated as a member of more
               than one family group under the Plan, all eligible Employees who
               are members of those family groups that include that Employee are
               aggregated as one family group.

               Family Members, with respect to such Highly Compensated
               Employees, shall be disregarded as separate Employees in
               determining the Actual Deferral Percentage both for Participants
               who are Non-highly Compensated Employees and for Participants who
               are Highly Compensated Employees.

          (4)  The determination and treatment of the Actual Deferral Ratio
               amounts of any Participant shall satisfy such other requirements
               as may be prescribed by the Secretary of the Treasury.

1.9  ANNUITY.  The term Annuity means a series of payments made over a specified
     period of time which, for a fixed annuity are, of equal, specified amounts,
     and for a variable annuity increase or decrease to reflect changes in
     investment performance of the underlying portfolio.

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1.10 ANNUITY STARTING DATE.  The term Annuity Starting Date means the first day
     of the first period for which an amount is payable as an Annuity.  In the
     case of a benefit not payable in the form of an Annuity, the term Annuity
     Starting Date means the first day on which all events have occurred which
     entitle the Participant to such benefit.

1.11 BENEFICIARY. The Participant's Spouse is the designated Beneficiary of 50%
     of the Participant's Vested Interest. However, each Participant shall have
     the right to designate another Beneficiary in lieu of his Spouse and to
     specify the form of death benefit the Beneficiary is to receive, subject to
     the requirements of the "Qualified Election" provisions of Article VIII,
     Joint and Survivor and/or the form of death benefit Requirements.  The
     Participant may change the Beneficiary and/or the form of death benefit at
     any time, subject to the requirements of the "Qualified Election"
     provisions of Article VIII, Joint and Survivor Annuity Requirements.

     In addition, each Participant shall have the right to designate a
     Beneficiary for the balance of his Vested Interest that is not
     automatically payable to his Spouse and to specify the form of death
     benefit each Beneficiary is to receive. This designation is not subject to
     the terms of Article VIII.

     If any distribution hereunder is made to a Beneficiary in the form of an
     Annuity, and if such Annuity provides for a death benefit, then such
     Beneficiary shall also have the right to designate a Beneficiary and to
     change that Beneficiary from time to time.  As an alternative to receiving
     the benefit in the form of an Annuity, the Beneficiary may elect to receive
     a single cash payment or any other form of payment provided for in the
     Plan.

     If a Participant who has an Hour of Service on or after August 23, 1984
     designates a Beneficiary, other than his Spouse, to receive more than 50%
     of his Vested Interest and does not obtain the appropriate spousal consent,
     50% of the Participant's Vested Interest shall first be paid to his Spouse,
     after which any remaining benefits shall be paid to the designated
     Beneficiary.

     If a Beneficiary has not been designated for the portion of the
     Participant's Vested Interest that is not automatically payable to his
     Spouse, or if no designated Beneficiary survives the Participant, the
     Participant's entire Vested Interest shall be distributed to the
     Participant's Spouse, if living; otherwise in equal shares to any surviving
     children of the Participant. In the event none of the above named
     individuals survives the Participant, the Participant's entire Vested
     Interest shall be paid to the executor or administrator of the
     Participant's estate.

     For purposes of Investment of Contributions as described in Article XIII,
     an individual who is designated as an alternate payee in a qualified
     domestic relations order (as defined in section 414(p) of the Code)
     relating to a Participant's benefits under this Plan shall be treated as a
     Beneficiary hereunder, to the extent provided by such order.

1.12 BOARD OF DIRECTORS. The term Board of Directors means the Employer's board
     of directors or other comparable governing body.

1.13 CODE. The term Code means the Internal Revenue Code of 1986, as amended
     from time to time.

1.14 COMPENSATION.

     (A)  Except as otherwise provided in the Plan, the term Compensation means
          wages within the 

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          meaning of section 3401(a) of the Code for the purposes of income tax
          withholding at the source but determined without regard to any rules
          that limit the remuneration included in wages based on the nature or
          location of the employment or the services performed (such as the
          exception for agricultural labor in section 3401(a)(2) of the Code).

     (B)  Compensation shall include only that Compensation which is actually
          paid to the Participant during the determination period.  Except as
          provided elsewhere in the Plan, the determination period shall be the
          Plan Year.   However, for the Plan Year in which an Employee begins
          participation in the Plan and the Plan Year in which an Employee ends
          participation in the Plan, the determination period is the portion of
          the Plan Year during which the Employee is a Participant in the Plan.

     (C)  Compensation shall include any amount which is contributed by the
          Employer pursuant to a salary reduction agreement and which is not
          includible in the gross income of the employee under sections 125,
          402(e)(3), 402(h), or 403(b) of the Code; Compensation deferred under
          an eligible deferred compensation plan within the meaning of section
          457(d) of the Code; and employee contributions described in section
          414(h)(2) of the Code that are picked up by the employing unit and,
          thus, are treated as employer contributions.

     (D)  The annual Compensation of each Participant taken into account for
          determining all benefits provided under the Plan for any determination
          period shall not exceed $200,000.  This limitation shall be adjusted
          by the Secretary of the Treasury at the time and in the same manner as
          under section 415(d) of the Code, except that the dollar increase in
          effect on January 1 of any calendar year is effective for
          determination periods beginning in such calendar year and the first
          adjustment to the $200,000 limitation is effected on January 1, 1990.
          If the period for determining Compensation used in calculating an
          Employee's allocation for a determination period is a short Plan Year
          (i.e., shorter than 12 months), the annual Compensation limit is an
          amount equal to the otherwise applicable annual Compensation limit
          multiplied by a fraction, the numerator of which is the number of
          months in the short Plan Year, and the denominator of which is 12.

          In determining the Compensation of a Participant for purposes of this
          limitation, the rules of section 414(q)(6) of the Code shall apply,
          except in applying such rules, the term "family" shall include only
          the Spouse of the Participant and any lineal descendants of the
          Participant who have not attained age 19 before the close of the year.
          If, as a result of the application of such rules, the adjusted
          $200,000 limitation is exceeded, then either the limitation shall be
          prorated among the affected individuals in proportion to each such
          individual's Compensation as determined under this section prior to
          the application of this limitation, or the limitation shall be
          allocated among the affected individuals in an objective and
          nondiscriminatory manner based on a reasonable, good faith
          interpretation of section 401(a)(17) of the Code.  The method chosen
          in the preceding sentence shall be uniformly applied to all affected
          individuals in a Plan Year and shall be applied consistently from year
          to year.

          If Compensation for any prior determination period is taken into
          account in determining an Employee's allocations or benefits for the
          current determination period, the Compensation for such prior
          determination period is subject to the applicable annual Compensation
          limit in effect for that prior year.  For this purpose, for years
          beginning before January 1, 1990, the applicable annual Compensation
          limit is $200,000.

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     (E)  In addition to other applicable limitations set forth in the Plan, and
          notwithstanding any other provision of the Plan to the contrary, for
          Plan Years beginning on or after January 1, 1994, the annual
          Compensation of each Employee taken into account under the Plan shall
          not exceed the OBRA '93 annual Compensation limit.  The OBRA '93
          annual Compensation limit is $150,000, as adjusted by the Commissioner
          for increases in the cost of living in accordance with section
          401(a)(17)(B) of the Code.  The cost-of-living adjustment in effect
          for a calendar year applies to any period, not exceeding 12 months,
          over which Compensation is determined (determination period) beginning
          in such calendar year.  If a determination period consists of fewer
          than 12 months, the OBRA '93 annual Compensation limit will be
          multiplied by a fraction, the numerator of which is the number of
          months in the determination period, and the denominator of which is
          12.  For Plan Years beginning on or after January 1, 1994, any
          reference in this Plan to the limitation under section 401(a)(17) of
          the Code shall mean the OBRA '93 annual Compensation limit set forth
          in this provision.  If Compensation for any prior determination period
          is taken into account in determining an employee's benefits accruing
          in the current Plan Year, the Compensation for that prior
          determination period is subject to the OBRA '93 annual Compensation
          limit in effect for that prior determination period.  For this
          purpose, for determination periods beginning before the first day of
          the first Plan Year beginning on or after January 1, 1994, the OBRA
          '93 annual Compensation limit is $150,000.

1.15 CONSIDERED NET PROFITS. The term Considered Net Profits means the entire
     amount of the accumulated or current operating profits (excluding capital
     gains from the sale or involuntary conversion of capital or business
     assets) of the Employer after all expenses and charges other than (i) the
     contributions made by the Employer to the Plan, and (ii) federal or state
     or local taxes based upon or measured by income, as determined by the
     Employer, either on an estimated basis or a final basis, in accordance with
     the generally accepted accounting principles used by the Employer. When the
     amount of Considered Net Profits has been determined by the Employer, and
     the contributions are made by the Employer on the basis of such
     determination, for any Plan Year, such determination and contribution shall
     be final and conclusive and shall not be subject to change because of any
     adjustments in income or expense which may be required by the Internal
     Revenue Service or otherwise. Such determination and contribution shall not
     be open to question by any Participant either before or after the
     contributions by the Employer have been made.

1.16 CONTRIBUTION PERCENTAGE AMOUNTS.  The term Contribution Percentage Amounts
     means the sum of the Employee Contributions, Matching Contributions, and
     Qualified Matching Contributions (to the extent not taken into account for
     purposes of the Actual Deferral Percentage Test) made under the Plan on
     behalf of the Employee for the Plan Year.  The term Contribution Percentage
     Amounts also includes Qualified Nonelective Contributions and Elective
     Deferral Contributions treated as Matching Contributions and taken into
     account in determining the Employee's Actual Contribution Ratio for the
     Plan Year.

1.17 CONTRIBUTION PERIOD. The term Contribution Period means that regular period
     specified by the Employer in Article IV for which contributions shall be
     made.

1.18 DEFERRAL PERCENTAGE AMOUNTS.  The term Deferral Percentage Amounts means an
     Employee's Elective Deferral Contributions for the Plan Year.  The term
     Deferral Percentage Amounts also includes Qualified Nonelective
     Contributions and Qualified Matching Contributions treated as Elective
     Deferral Contributions and taken into account in determining the Employee's
     Actual Deferral Ratio for the Plan Year.

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1.19 DISABILITY. The term Disability means a Participant's incapacity to engage
     in any substantial gainful activity because of a medically determinable
     physical or mental impairment which can be expected to result in death, or
     to be of long, continued and indefinite duration. Such determination of
     Disability shall be made by the Administrator with the advice of competent
     medical authority.  All Participants in similar circumstances will be
     treated alike.

1.20 DISABILITY RETIREMENT DATE. The term Disability Retirement Date means the
     first day of the month after the Plan Administrator has determined that a
     Participant's incapacity is a Disability.

1.21 EFFECTIVE DATE. The term Effective Date means November 1, 1989.

1.22 ELECTIVE DEFERRAL CONTRIBUTION.  The term Elective Deferral Contribution
     means any Employer Contribution made to the Plan at the election of the
     Participant, in lieu of cash compensation, and includes contributions made
     pursuant to a Salary Deferral Agreement or other deferral mechanism.

     Solely for purposes of the dollar limitation specified in section 402(g) of
     the Code, with respect to any taxable year, a Participant's Elective
     Deferral Contributions are the sum of all employer contributions made on
     behalf of such Participant pursuant to an election to defer under any
     qualified cash or deferred arrangement as described in section 401(k) of
     the Code, any simplified employee pension cash or deferred arrangement
     described in section 402(h)(1)(B) of the Code, any plan as described under
     section 501(c)(18) of the Code, and any employer contributions made on
     behalf of a Participant for the purchase of a tax sheltered annuity
     contract under section 403(b) of the Code pursuant to a salary reduction
     agreement.

     The term Elective Deferral Contribution shall not include any deferrals
     properly distributed as excess annual additions.

1.23 EMPLOYEE.  The term Employee means an individual who performs services for
     the Employer and who is either a common law employee of the Employer or a
     self-employed individual/owner employee treated as an Employee pursuant to
     Code section 401(c)(1).  The term Employee also includes a Leased Employee
     who is treated as an Employee of the Employer-recipient pursuant to the
     provisions of Code section 414(n) or 414(o). For purposes of determining
     the Highly Compensated Employees, the Employer may elect, on a reasonable
     and consistent basis, to treat such Leased Employees covered by a plan
     described in Code section 414(n)(5) as Employees.

1.24 EMPLOYEE CONTRIBUTIONS.  The term Employee Contributions means any
     contributions to the Plan or any other plan that are designated or treated
     at the time of contribution as after-tax Employee Contributions and are
     allocated to a separate account to which the attributable earnings and
     losses are allocated.  Such term includes Employee Contributions applied to
     the purchase of life insurance policies.

     Such term does not include repayment of loans or buy-back of benefits
     described in code section (411)(a)(7)(c) or employee contributions
     transferred to this Plan.

1.25 EMPLOYER.  The term Employer means Alpha Technologies Group, Inc. and any
     adopting subsidiary of the Employer and any successor organization to such
     Employer which elects to continue the Plan.  In the case of a group of
     employers which constitutes a controlled group of corporations (as defined
     in Code section 414(b)), or which constitutes trades or businesses (whether
     or not incorporated) which are under common control (as defined in Code
     section 414(c)), or which constitutes an affiliated service 

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     group (as defined in Code section 414(m)), all such employers shall be
     considered a single employer for purposes of participation, vesting, Top-
     Heavy provisions and determination of Highly Compensated Employees.

1.26 EMPLOYER CONTRIBUTION.  The term Employer Contribution means any
     contribution made to the Plan by the Employer on behalf of a Participant,
     other than an Employee Contribution or Rollover Contribution.

1.27 ENTRY DATE.  The term Entry Date means either the Effective Date or the
     November 1, February 1, May 1 or August 1 thereafter when an Employee who
     has fulfilled the eligibility requirements commences participation in the
     Plan.

     Any Employee who has satisfied the maximum eligibility requirements
     permissible under ERISA, shall be eligible to commence participation in
     this Plan no later than the earlier of (A) or (B) below, as applicable,
     provided that the Employee has not separated from the Service of the
     Employer:

     (A)  The first day of the first Plan Year beginning after the date on which
          the Employee satisfied such requirements; or

     (B)  The date six months after the date on which the Employee satisfied
          such requirements.

     If an Employee is not in the active Service of the Employer as of his
     initial Entry Date, his subsequent Entry Date shall be the date he returns
     to the active Service of the Employer, provided he still meets the
     eligibility requirements.  If an Employee does not enroll as a Participant
     as of his initial Entry Date, his subsequent Entry Date shall be the
     applicable Entry Date as specified above when the Employee actually enrolls
     as a Participant.

1.28 ERISA. The term ERISA means the Employee Retirement Income Security Act of
     1974 (PL 93-406) as it may be amended from time to time, and any
     regulations issued pursuant thereto as such Act and such regulations affect
     this Plan and Trust.

1.29 EXCESS AGGREGATE CONTRIBUTIONS.

     (A)  The term Excess Aggregate Contributions means, with respect to any
          Plan Year, the excess of the aggregate amount of the Contribution
          Percentage Amounts actually made on behalf of Highly Compensated
          Employees for the Plan Year (including any amounts required to be
          taken into account under subparagraphs (B) (1) and (B) (2) of Section
          1.5 of the Plan), over the maximum amount of contributions permitted
          under the Actual Contribution Percentage Test.  The amount of Excess
          Aggregate Contributions for each Highly Compensated Employee is
          determined by using the method described in paragraph (B) of this
          section.

     (B)  The amount of Excess Aggregate Contributions for a Highly Compensated
          Employee for a Plan Year is the amount (if any) by which the
          Employee's Employee Contributions and Matching Contributions must be
          reduced for the Employee's Actual Contribution Ratio to equal the
          highest permitted Actual Contribution Ratio under the Plan.

          To calculate the highest permitted Actual Contribution Ratio under the
          Plan, the Actual Contribution Ratio of the Highly Compensated Employee
          with the highest Actual Contribution Ratio is reduced by the amount
          required to cause the Employee's Actual Contribution Ratio to 

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          equal the ratio of the Highly Compensated Employee with the next
          highest Actual Contribution Ratio. If a lesser reduction would enable
          the Plan to satisfy the Actual Contribution Percentage Test, only this
          lesser reduction may be made. This process shall be repeated until the
          Plan satisfies the Actual Contribution Percentage Test. The highest
          Actual Contribution Percentage Ratio remaining under the Plan after
          leveling is the highest permitted Actual Contribution Ratio.

          For each Highly Compensated Employee, the amount of Excess Aggregate
          Contributions for a Plan Year is equal to the total Contribution
          Percentage Amounts (including any amounts required to be taken into
          account under subparagraphs (B) (1) and (B) (2) of Section 1.5 of the
          Plan), minus the amount determined by multiplying the Employees's
          highest permitted Actual Contribution Ratio (determined after
          application of this section) by the compensation used in determining
          the ratio.

1.30 EXCESS CONTRIBUTION.

     (A)  The term Excess Contribution means, with respect to a Plan Year, the
          excess of Deferral Percentage Amounts made on behalf of eligible
          Highly Compensated Employees for the Plan Year (including any amounts
          required to be taken into account under subparagraphs (B) (1) and (B)
          (2) of Section 1.8 of the Plan) over the maximum amount of such
          contributions permitted under the Actual Deferral Percentage Test for
          the Plan Year.  The amount of Excess Contributions for each Highly
          Compensated Employee is determined by using the method described in
          paragraph (B) of this section.

     (B)  The amount of Excess Contributions for a Highly Compensated Employee
          for a Plan Year is the amount (if any) by which the Employee's
          Elective Deferral Contributions must be reduced for the Employee's
          Actual Deferral Ratio to equal the highest permitted Actual Deferral
          Ratio under the Plan.

          To calculate the highest permitted Actual Deferral Ratio under the
          Plan, the Actual Deferral Ratio of the Highly Compensated Employee
          with the highest Actual Deferral Ratio is reduced by the amount
          required to cause the Employee's Actual Deferral Ratio to equal the
          ratio of the Highly Compensated Employee with the next highest Actual
          Deferral Ratio.  If a lesser reduction would enable the arrangement to
          satisfy the Actual Deferral Percentage Test, only this lesser
          reduction shall be made. This process shall be repeated until the cash
          or deferred arrangement satisfies the Actual Deferral Percentage Test.
          The highest Actual Deferral Ratio remaining under the Plan after
          leveling is the highest permitted Actual Deferral Ratio.

1.31 EXCESS DEFERRALS.  The term Excess Deferrals means those Elective Deferral
     Contributions that are includible in a Participant's gross income under
     section 402(g) of the Code to the extent such Participant's Elective
     Deferral Contributions for a taxable year exceed the dollar limitation
     under such Code section.

1.32 FAIL-SAFE CONTRIBUTION. The term Fail-Safe Contribution means a Nonelective
     Contribution, designated by the Employer at the time of contribution as a
     Qualified Nonelective Contribution, which is contributed to the Plan solely
     for the purposes of satisfying either the Actual Deferral Percentage Test
     or the Actual Contribution Percentage Test and is made in accordance with
     the provisions of Article IV of this Plan.

                                       10
<PAGE>
 
1.33 FAMILY MEMBER.  The term Family Member means, with respect to any Employee,
     such Employee's Spouse and lineal ascendants and descendants and the
     spouses of such lineal ascendants and descendants.

1.34 FIDUCIARY.  The term Fiduciary means any, or all, of the following, as
     applicable:

     (A)  Any Person who exercises any discretionary authority or control
          respecting the management of the Plan or its assets; or

     (B)  Any Person who renders investment advice for a fee or other
          compensation, direct or indirect, respecting any monies or other
          property of the Plan or has authority or responsibility to do so; or

     (C)  Any Person who has discretionary authority or responsibility in the
          administration of the Plan; or

     (D)  Any Person who has been designated by a Named Fiduciary pursuant to
          authority granted by the Plan, who acts to carry out a fiduciary
          responsibility, subject to any exceptions granted directly or
          indirectly by ERISA.

1.35 FORFEITURE. The term Forfeiture means the amount, if any, by which the
     value of a Participant's Account exceeds his Vested Interest following such
     Participant's Termination of Employment, and at the time specified in
     Section 9.1.

1.36 HIGHLY COMPENSATED EMPLOYEE. The term Highly Compensated Employee means any
     Highly Compensated Active Employee or Highly Compensated Former Employee as
     further defined herein.

     For purposes of the determination of Highly Compensated Employees, the term
     Compensation means Compensation as defined in Article V of the Plan, but
     includes the amount of any elective contributions made by the Employer on
     the Employee's behalf to a cafeteria plan established in accordance with
     the provisions of Code section 125, a qualified cash or deferred
     arrangement in accordance with the provisions of Code section 402(e)(3), a
     simplified employee pension plan in accordance with the provisions of Code
     section 402(h), or a tax sheltered annuity plan maintained in accordance
     with the provisions of Code section 403(b).

     A "Highly Compensated Active Employee" is any Employee who performs
     services for the Employer during the current Plan Year and who, during the
     current Plan Year or the 12-month period immediately preceding such Plan
     Year:

     (A)  Owns (or is considered to own within the meaning of section 318 of the
          Code, as modified by section 416(i)(1)(B)(iii) of the Code), more than
          5% of the outstanding stock of the Employer or stock possessing more
          than 5% of the total combined voting power of all stock of the
          Employer, or, if the Employer is other than a corporation, owns more
          than 5% of the capital or profits interest in the Employer.  The
          determination of 5% ownership shall be made separately for each member
          of a controlled group of corporations (as defined in Code section
          414(b)), or of a group of trades or businesses (whether or not
          incorporated) that are under common control (as defined in Code
          section 414(c)), or of an affiliated service group (as defined in Code
          section 414(m)); or

                                       11
<PAGE>
 
     (B)  Receives Compensation in excess of $75,000 multiplied by the
          applicable cost-of-living adjustment factor prescribed under Code
          section 415(d) and then prorated in the case of a short Plan Year; or

     (C)  Receives Compensation in excess of $50,000, as adjusted for cost-of-
          living increases in accordance with Code section 415(d) and then
          prorated in the case of a short Plan Year, and is in the top 20% of
          Employees ranked by Compensation; or

     (D)  Is, at any time, an officer of the Employer and receives Compensation
          in excess of 50% of the amount in effect under Code section
          415(b)(1)(A) for the applicable period.

          If no officer receives Compensation in excess of the amount specified
          above, the highest paid officer for the applicable period shall be a
          Highly Compensated Employee.

          In no event if there are more than 500 Employees, shall more than 50
          Employees or, if there are less than 500 Employees, shall the greater
          of three Employees or 10% of all Employees, be taken into account as
          officers.

     In determining both the top 20% of Employees ranked by Compensation for
     purposes of paragraph (C) above, and officers of the Employer for purposes
     of paragraph (D) above, Employees who have not completed six months of
     Service by the end of the applicable period, Employees who normally work
     less than 17-1/2 hours per week, Employees who normally work less than six
     months during a year, Employees who have not attained 21, and nonresident
     aliens who receive no earned income from U.S. sources shall be excluded.

     Also excluded under the above paragraph are Employees who are covered by an
     agreement which the Secretary of Labor finds to be a collective bargaining
     agreement.  Such Employees will be excluded only if retirement benefits
     were the subject of good faith bargaining, 90% of the Employees of the
     Employer are covered by the agreement, and the Plan covers only Employees
     who are not covered by the agreement.

     Notwithstanding the above provisions, an Employee, other than a 5% owner as
     described in paragraph (A) above who was not highly compensated during the
     12-month period immediately preceding the current Plan Year will not be
     considered to be a Highly Compensated Employee in the current Plan Year
     unless such Employee is one of the top 100 Employees ranked by Compensation
     for the current Plan Year.

     A "Highly Compensated Former Employee" is any former Employee who separated
     from Service with the Employer in a Plan Year preceding the current Plan
     Year and was a Highly Compensated Active Employee in either:

     (A)  the Plan Year in which his separation from Service occurred; or

     (B)  any Plan Year ending on or after such former Employee's 55th birthday.

     A former Employee is an Employee who performs no services for the Employer
     during a Plan Year (for example, by reason of a leave of absence).

1.37 INACTIVE PARTICIPANT. The term Inactive Participant means any Participant
     who does not 

                                       12
<PAGE>
 
     currently meet the requirements to be an Active Participant due to a
     suspension of the performance of duties for the Employer.

1.38 INSTALLMENT REFUND ANNUITY.  The term Installment Refund Annuity means an
     annuity which provides fixed monthly payments for a period certain of not
     less than three nor more than 15 years.  If the Participant dies before the
     period certain expires, the annuity will be paid to the Participant's
     Beneficiary for the remainder of the period certain.  The period certain
     shall be chosen by the Participant at the time the annuity is purchased,
     and the Installment Refund Annuity will be the amount of benefit which can
     be purchased with the Participant's Vested Interest.  The Installment
     Refund Annuity is not a life annuity and in no event shall the period
     certain extend to a period which equals or exceeds the life expectancy of
     the Participant.

1.39 JOINT AND SURVIVOR ANNUITY.  The term Joint and Survivor Annuity means an
     Annuity for the life of the Participant with a survivor Annuity for the
     life of the Participant's Spouse which is not less than one-half, nor
     greater than, the amount of the Annuity payable during the joint lives of
     the Participant and the Participant's Spouse.  The Joint and Survivor
     Annuity will be the amount of benefit which can be purchased with the
     Participant's vested account balance.  In the case of an unmarried
     Participant, Joint and Survivor Annuity means an Annuity payable over the
     Participant's life.

1.40 LATE RETIREMENT DATE. The term Late Retirement Date means the first day of
     the month coinciding with or next following the date a Participant is
     separated from Service with the Employer after his Normal Retirement Age,
     for any reason other than death.

1.41 LEASED EMPLOYEE.  The term Leased Employee means any person (other than an
     Employee of the recipient) who, pursuant to an agreement between the
     recipient and any other person ("leasing organization"), has performed
     services for the recipient (or for the Employer and related persons
     determined in accordance with Code section 414(n)(6)) on a substantially
     full-time basis for a period of at least one year, and such services are of
     a type historically performed by employees in the business field of the
     recipient Employer.

1.42 MATCHING CONTRIBUTIONS.  The term Matching Contributions means
     contributions made by the Employer to the Plan on behalf of a Participant
     on account of either Elective Deferral Contributions, if any, Employee
     Contributions, if any, or required contributions, if any.

1.43 NAMED FIDUCIARY. The term Named Fiduciary means the Plan Administrator, the
     Trustee and any other Fiduciary designated in writing by the Employer, and
     any successor thereto.

1.44 NONELECTIVE CONTRIBUTIONS. The term Nonelective Contributions means
     contributions made by the Employer (other than Matching Contributions) that
     the Participant may not elect to have paid in cash or other benefits
     instead of being contributed to the Plan.

1.45 NONHIGHLY COMPENSATED EMPLOYEE.  The term Nonhighly Compensated Employee
     means an Employee who is not a Highly Compensated Employee.

1.46 NORMAL RETIREMENT AGE. The term Normal Retirement Age means the date the
     Participant attains age 59, or if later, the fifth anniversary of the
     Participant's commencement date.  The Participant's commencement date is
     the first day of the first Plan Year in which the Participant began
     participating.

                                       13
<PAGE>
 
1.47 NORMAL RETIREMENT DATE. The term Normal Retirement Date means the first day
     of the month coinciding with or next following the date a Participant
     attains his Normal Retirement Age.

1.48 PARTICIPANT. The term Participant means any Employee of the Employer, who
     is or becomes eligible to participate under this Plan in accordance with
     its provisions and shall include an Active Participant, an Inactive
     Participant and for purposes of Investment of Contributions as described in
     Article XIII of the Plan, former participants.  Former participants shall
     include those Participant's who upon termination of employment defer
     distribution in accordance with Section 6.2 of the Plan.

1.49 PARTICIPANT'S ACCOUNT. The term Participant's Account means the sum of the
     following sub-accounts held on behalf of each Participant:

     .    Elective Deferral Contributions, if any, and earnings thereon.

     .    Matching Contributions, if any, and earnings thereon.

     .    Qualified Matching Contributions, if any, and earnings thereon.

     .    Nonelective Contributions, if any, and earnings thereon.

     .    Qualified Nonelective Contributions, if any, and earnings thereon.

     .    Employee Contributions, if any, and earnings thereon.

     .    Rollover Contributions, if any, and earnings thereon.

     A Participant's Account shall be invested in accordance with the rules
     established by the Plan Administrator, which shall be applied in a
     consistent and nondiscriminatory manner.

1.50 PARTICIPANT'S EMPLOYER STOCK ACCOUNT.  The term Participant's Employer
     Stock Account means that portion, if any, of the Participant's Account
     which is invested in shares of the Employer's stock.  Such Participant's
     Employer Stock Account shall be credited with dividends paid, if any.  Such
     Participant's Employer Stock Account will be valued on the last day of each
     month that the public exchange over which the Employer's stock is traded is
     open for unrestricted trading.

     Amounts which are to be invested in the Participant's Employer Stock
     Account may be invested in any short-term account prior to actual
     investment in the Participant's Employer Stock Account.

     The Trustee will vote the shares of the Employer's stock invested in the
     Participant's Employer Stock Account. The Trustee may request voting
     instructions from the Participants, provided this is done in a consistent
     and nondiscriminatory manner.

1.51 PERSON. The term Person means any natural person, partnership, corporation,
     trust or estate.

1.52 PLAN.  The term Plan means ATGI 401(k) Plan, the terms of which are set
     forth herein as it may be amended from time to time.

1.53 PLAN ADMINISTRATOR.  The terms Plan Administrator and Administrator are
     used interchangeably throughout the Plan and Trust and shall mean the
     Employer.

                                       14
<PAGE>
 
1.54 PLAN YEAR.  The term Plan Year means the 12-month period commencing on
     November 1 and ending on the following October 31.

1.55 QUALIFIED MATCHING CONTRIBUTIONS.  The term Qualified Matching
     Contributions shall mean Matching Contributions which are subject to the
     distribution and nonforfeitability requirements under section 401(k) of the
     Code when made.

1.56 QUALIFIED NONELECTIVE CONTRIBUTIONS.  The term Qualified Nonelective
     Contributions shall mean Nonelective Contributions which are subject to the
     distribution and nonforfeitability requirements under section 401(k) of the
     Code when made.

1.57 ROLLOVER CONTRIBUTION.  The term Rollover Contribution means an amount
     representing all or part of a distribution from a pension or profit-sharing
     plan meeting the requirements of Code section 401(a) that is eligible for
     rollover to this Plan in accordance with the requirements set forth in Code
     section 402 or Code section 408(d)(3), whichever is applicable.

1.58 SALARY DEFERRAL AGREEMENT. The term Salary Deferral Agreement means an
     agreement between a Participant and the Employer to defer the Participant's
     Compensation for the purpose of making Elective Deferral Contributions to
     the Plan.

1.59 TERMINATION OF EMPLOYMENT. The term Termination of Employment means a
     severance of the Employer-Employee relationship which occurs prior to a
     Participant's Normal Retirement Age for any reason other than Disability or
     death.

1.60 TRUST. The term Trust means the trust agreement entered into by the
     Employer, the Administrator and the Trustee, which trust agreement forms a
     part of, and implements the provisions of this Plan.

1.61 TRUSTEE. The term Trustee means one or more individuals collectively
     appointed and acting under the trust agreement, and any successor thereto.

1.62 VESTED INTEREST. The term Vested Interest on any date means the
     nonforfeitable right to an immediate or deferred benefit in the amount
     which is equal to the following:

     (A)  the value on that date of that portion of the Participant's Account
          that is attributable to the following contributions:

          .    Elective Deferral Contributions, if any

          .    Employee Contributions, if any

          .    Rollover Contributions, if any

          .    Qualified Matching Contributions, if any

          .    Qualified Nonelective Contributions, if any

     (B)  plus the value on that date of that portion of the Participant's
          Account that is attributable to and derived from:

                                       15
<PAGE>
 
          .    Matching Contributions, if any

          .    Nonelective Contributions, if any

          Such contributions pursuant to Subsection (B), plus the earnings
          thereon, shall be, at any relevant time, a part of the Participant's
          Vested Interest equal to an amount ("X") determined by the following
          formula:

               X = P(AB + D) - D

          For the purposes of applying this formula:
 
             P   =     The Participant's Vesting Percentage
                       at the relevant time.
            AB   =     The account balance attributable
                       to such contributions, plus
                       the earnings thereon, at the
                       relevant time.
             D   =     The amount of the distribution.


1.63 VESTING PERCENTAGE. The term Vesting Percentage means the percentage used
     to determine a Participant's Vested Interest in contributions made by the
     Employer, plus the earnings thereon, credited to his Participant's Account
     that are not 100% immediately vested.  The Vesting Percentage for each
     Participant shall be determined in accordance with the following schedule
     based on Years of Service with the Employer:

                  Years of Service      Vesting Percentage

                  Less than 1                    0%
                  1 but less than 2             20%
                  2 but less than 3             40%
                  3 but less than 4             60%
                  4 but less than 5             80%
                  5 or more                    100%


However, if an Active Participant dies prior to attaining his Normal Retirement
Age, his Vesting Percentage shall be 100%.

                                       16
<PAGE>
 
                                  ARTICLE II
                                    SERVICE


2.1  SERVICE.  The term Service means active employment with the Employer as an
     Employee.  For purposes of determining Service, employment with any company
     which is under common control with the Employer as specified in section 414
     of the Internal Revenue Code shall be treated as employment with the
     Employer.

2.2  ABSENCE FROM EMPLOYMENT.  Absence from employment on account of a leave of
     absence authorized by the Employer pursuant to the Employer's established
     leave policy will be counted as employment with the Employer provided that
     such leave of absence is of not more than two years' duration.  Absence
     from employment on account of active duty with the Armed Forces of the
     United States will be counted as employment with the Employer.  If the
     Employee does not return to active employment with the Employer, his
     Service will be deemed to have ceased on the date the Administrator
     receives notice that such Employee will not return to the active Service of
     the Employer.  The Employer's leave policy shall be applied in a uniform
     and nondiscriminatory manner to all Participants under similar
     circumstances.

     FOR PURPOSES OF VESTING AND CONTRIBUTIONS, THE FOLLOWING PROVISIONS SHALL
     APPLY:

2.3  HOUR OF SERVICE.  The term Hour of Service means a period of Service during
     which an Employee shall be credited with one Hour of Service as described
     in (A), (B), (C), and (D) below:

     (A)  Each hour for which an Employee is directly or indirectly paid, or
          entitled to payment, by the Employer for the performance of duties.
          These hours shall be credited to the Employee for the computation
          period or periods in which the duties are performed; and

     (B)  Each hour for which an Employee is directly or indirectly paid, or
          entitled to payment, by the Employer for reasons (such as vacation,
          sickness or Disability) other than for the performance of duties.
          Hours under this Subsection shall be calculated and credited pursuant
          to section 2530.200b-2 of the Department of Labor Regulations which
          are incorporated herein by this reference; and

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

     (D)  Each hour for which an Employee is on an authorized unpaid leave (such
          as service with the Armed Forces, jury duty, educational leave).
          These hours shall be credited to the Employee for the computation
          period or periods in which such authorized leave takes place.
          However, no more than 501 hours shall be credited under this
          subparagraph (D).

     Hours of Service will be credited for employment with other members of an
     affiliated service group 

                                       17
<PAGE>
 
     (under Internal Revenue Code section 414(m)), a controlled group of
     corporations (under Internal Revenue Code section 414(b)), or a group of
     trades or businesses under common control (under Internal Revenue Code
     section 414(c)), of which the adopting employer is a member. Hours of
     Service will also be credited for any individual considered an Employee
     under Internal Revenue Code section 414(n).

     Solely for purposes of determining whether a One-Year Break in Service, as
     defined in Section 2.4, for participation and vesting purposes has occurred
     in a computation period, an individual who is absent from work for
     maternity or paternity reasons shall receive credit for the Hours of
     Service which would otherwise have been credited to such individual but for
     such absence, or in any case in which such hours cannot be determined,
     eight Hours of Service per day of such absence.  For purposes of this
     paragraph, an absence from work for maternity or paternity reasons means an
     absence (1) by reason of the pregnancy of the individual, (2) by reason of
     a birth of a child of the individual, (3) by reason of the placement of a
     child with the individual in connection with the adoption of such child by
     such individual, or (4) for purposes of caring for such child for a period
     beginning immediately following such birth or placement.  The Hours of
     Service credited under this paragraph shall be credited (1) in the
     computation period in which the absence begins if the crediting is
     necessary to prevent a Break in Service in that period, or (2) in all other
     cases, in the following computation period.

2.4  ONE-YEAR BREAK IN SERVICE.  The term One-Year Break in Service means any
     Plan Year during which an Employee fails to complete more than 500 Hours of
     Service.

2.5  DETERMINING VESTING PERCENTAGE. Vesting credit shall be given for each Year
     of Service except those periods specified in Section 2.7.

     If a Participant completes less than 1,000 Hours of Service during a Plan
     Year while remaining in the Service of the Employer, his Vesting Percentage
     shall not be increased for such Plan Year. However, at such time as the
     Participant again completes at least 1,000 Hours of Service in any
     subsequent Plan Year, his Vesting Percentage shall then take into account
     all Year(s) of Service with the Employer except those specified in Section
     2.7.

     If an individual who ceases to be an Employee and is subsequently rehired
     as an Employee enrolls (or re-enrolls) in the Plan, upon his participation
     (or subsequent participation) his Vesting Percentage shall then take into
     account all Year(s) of Service except those specified in Section 2.7.

2.6  YEAR(S) OF SERVICE.  The term Year(s) of Service means a 12-consecutive-
     month period during which an Employee has completed at least 1,000 Hours of
     Service.

     (A)  Vesting Computation Period.

          In computing Years of Service and Breaks in Service for vesting, the
          12-consecutive-month period shall be the Plan Year.  However, active
          participation as of the last day of the Plan Year is not required in
          order for a Participant to be credited with a Year of Service for
          vesting purposes.

          For purposes of the Vesting Computation Period, if any Plan Year is
          less than 12-consecutive months, and if a Participant would have been
          credited with a Year of Service during the 12-consecutive-month period
          beginning on the first day of the short Plan Year, then the
          Participant will receive a Year of Service for the short Plan Year.
          The Participant receives 

                                       18
<PAGE>
 
          credit for an additional Year of Service if the Participant would have
          been credited with a Year of Service for the Plan Year immediately
          following the short Plan Year.

     (B)  Contribution Computation Period.

          For purposes of determining a Participant's eligibility to receive a
          contribution made by the Employer, pursuant to Article IV, which is
          conditioned upon a Year of Service requirement, the twelve-
          consecutive-month period shall be any Plan Year during which the
          Active Participant is credited with at least 1,000 Hours of Service.
          However, when an Employee first becomes a Participant or resumes
          active participation in the Plan following a One-Year Break in Service
          on a date other than the first day of the Plan Year, all Hours of
          Service credited to the Participant during that Plan Year, including
          those hours credited prior to the date the Employee enrolls (or re-
          enrolls) as an Active Participant in the Plan, shall be counted.

          For purposes of the Contribution Computation Period, if any Plan Year
          is less than 12 consecutive months, the number of Hours of Service
          required to accrue a Year of Service, in such short Plan Year, shall
          bear the same ratio to 1000 as the number of days in the short Plan
          Year bears to 365.

2.7  EXCLUDED YEARS OF SERVICE.  In determining the Vesting Percentage of an
     Employee, all Years of Service with the Employer shall be taken into
     account except:

     .    Plan Years during which a Participant did not complete at least 1,000
          Hours of Service.

2.8  PREDECESSOR ORGANIZATION SERVICE. For purposes of this Article, Service
     with a predecessor organization of the Employer shall be treated as Service
     with the Employer in any case in which the Employer maintains the Plan of
     such predecessor organization.

                                       19
<PAGE>
 
                                  ARTICLE III
                   ELIGIBILITY, ENROLLMENT AND PARTICIPATION


3.1  ELIGIBILITY. Each Employee, including a Leased Employee, shall be eligible
     to become a Participant as of the Effective Date or the first Entry Date
     following his employment commencement date.

3.2  ENROLLMENT AND PARTICIPATION. Each eligible Employee may enroll as of his
     Entry Date by completing and delivering to the Administrator an enrollment
     form and, if applicable, a Salary Deferral Agreement. He will then become a
     Participant as of his Entry Date.

3.3  RE-EMPLOYED EMPLOYEE.  An individual who ceases to be an Employee and is
     subsequently rehired as an Employee, shall become an Active Participant in
     the Plan as of the date he is re-employed, after completing the applicable
     form(s), in accordance with Section 3.2.

3.4  WAIVER OF PARTICIPATION.  Notwithstanding any provision of the Plan to the
     contrary, any Employee in accordance with the rules of the Plan may decline
     to become a Participant or cease to be an Active Participant by filing a
     written waiver of participation with the Administrator in the manner he
     prescribes.  Such waiver must be filed prior to the date such Employee is
     eligible to become a Participant, or in the case of an Active Participant,
     in the last month of the Plan Year immediately preceding the Plan Year for
     which he wishes to cease being an Active Participant.

     Any Employee who files such a waiver shall not become a Participant, or if
     an Active Participant, shall elect to cease to be such as of the first day
     of the succeeding Plan Year; and such Employee shall not receive any
     additional compensation or other sums by reason of his waiver of
     participation.

     Any such waiver may be rescinded by an Employee effective on the first day
     of the first Plan Year following one or more Plan Years commencing after
     the filing of such waiver in which he was not an Active Participant, in
     which event he shall become a Participant, or again become an Active
     Participant, as the case may be, effective as of such date.

     As of the effective date of the waiver the Participant shall be entitled to
     receive a distribution of that portion of his Account attributable to
     Employee Contributions, which distribution shall be further subject to the
     terms and conditions of Article VI.

                                       20
<PAGE>
 
                                   ARTICLE IV
                                 CONTRIBUTIONS


4.1  ELECTIVE DEFERRAL CONTRIBUTIONS.  Each Active Participant may enter into a
     written Salary Deferral Agreement with the Employer in an amount equal to a
     maximum of 15% of his Compensation for the Contribution Period.  In
     consideration of such agreement, the Employer will make a contribution for
     each Contribution Period on behalf of the Participant in an amount equal to
     the total amount by which the Participant's Compensation from the Employer
     was deferred during the Contribution Period pursuant to the Salary Deferral
     Agreement then in effect.  Elective Deferral Contributions shall be paid by
     the Employer to the Trust not less frequently than monthly, but in no event
     later than 90 days following the date the amounts were deferred.

     Salary Deferral Agreements shall be governed by the following provisions:

     (A)  Amounts contributed pursuant to a Salary Deferral Agreement shall be
          100% vested and non-forfeitable at all times.

     (B)  No Participant shall be permitted to have Elective Deferral
          Contributions made under this Plan, or any other qualified plan
          maintained by the Employer, during any taxable year, in excess of the
          dollar limitation contained in section 402(g) of the Code in effect at
          the beginning of the taxable year. However, this $7,000 limit shall
          not apply to certain amounts deferred in 1987 that were attributable
          to Service performed in 1986.

     (C)  Amounts contributed pursuant to a Salary Deferral Agreement, which are
          not in excess of the limit described in Subsection (B) above, shall be
          subject to the Limitations on Allocations in accordance with Article
          V.  Elective Deferral Contributions that are in excess of the limit
          described in Subsection (B) shall also be subject to the Limitations
          on Allocations in accordance with Article V.

     (D)  A Salary Deferral Agreement may be changed by a Participant four times
          during the Plan Year, on the first of any month, by filing written
          notice thereof with the Administrator.  Such notice shall be
          effective, and the Salary Deferral Agreement shall be changed on the
          date specified in such notice or as soon as administratively possible,
          which date must be at least 15 days after such notice is filed.

     (E)  Elective Deferral Contributions shall be subject to the Actual
          Deferral Percentage Test limitations.

     (F)  Correction of Excess Contributions.

          (1)  If the Employer determines prior to the end of the Plan Year that
               the Actual Deferral Percentage Test may not be satisfied, the
               Employer may take the corrective action specified in Section 4.15
               of the Plan.

          (2)  If, after the end of the Plan Year, the Employer determines that
               the Plan will fail the 

                                       21
<PAGE>
 
               Actual Deferral Percentage Test, the Employer shall take the
               corrective action specified in Section 4.17 or Section 4.20 of
               the Plan, or a combination of such corrective actions, in order
               to ensure that the Plan does not fail the Actual Deferral
               Percentage Test for the Plan Year being tested.

4.2  MATCHING CONTRIBUTIONS. The Employer shall make a Matching Contribution in
     an amount equal to $.50 for each $1.00 by which a Participant defers his
     Compensation pursuant to a Salary Deferral Agreement up to a maximum of 6%
     of his Compensation, subject to the Limitations on Allocations specified in
     Article V.  However, effective September 1, 1994, the Matching Contribution
     shall be a discretionary amount to be determined in advance each month by
     the Employer.  The Matching Contribution shall be paid to the Trust not
     less frequently than monthly and may be increased, decreased or entirely
     omitted in any month.  Matching Contributions shall be subject to the
     Actual Contribution Percentage Test.  The Employer may designate at the
     time of contribution that all or a portion of such Matching Contributions
     be treated as Qualified Matching Contributions.

     If the Employer determines prior to the end of the Plan Year that the
     Actual Contribution Percentage Test may not be satisfied, the Employer may
     take the corrective action specified in Section 4.16 of the Plan.

     If, after the end of the Plan Year, the Employer determines that the Plan
     will fail the Actual Contribution Percentage Test, the Employer shall take
     the corrective action specified in Section 4.18 or Section 4.20 of the
     Plan, or a combination of such corrective actions, in order to ensure that
     the Plan does not fail the Actual Contribution Percentage Test for the Plan
     Year being tested.

     Such Matching Contribution shall be allocated as of the last day of the
     Contribution Period for which such contribution is made to each Participant
     who:

     .    is an Active Participant as of the last day of the Contribution
          Period.

     Notwithstanding the above provision, an allocation will be made on behalf
     of a Participant who dies, retires, or becomes disabled during the
     Contribution Period.

4.3  NONELECTIVE CONTRIBUTIONS. The Employer may make a contribution under the
     Plan for any Plan Year of an amount  that the Employer's Board of Directors
     shall determine by resolution. Such resolution shall either specify a fixed
     amount or specify a definite formula by which a fixed amount can be
     determined.

     The Employer may designate at the time of contribution that all or a
     portion of such Nonelective Contribution be treated as a Qualified
     Nonelective Contribution.

     Such Nonelective Contribution shall be allocated as of the last day of the
     Plan Year for which such contribution is made to each Participant who:

     .    has a Year of Service for contribution purposes, as defined in Article
          II.

     .    is an Active Participant as of the last day of the Plan Year.

     Notwithstanding the above provision, an allocation will be made on behalf
     of a Participant who dies, retires, or becomes disabled during the Plan
     Year.

                                       22
<PAGE>
 
     For each Plan Year the contribution shall be allocated to each Participant
     in the proportion that the Compensation paid to each Participant during the
     Plan Year bears to the Compensation paid to all such Participants, subject
     to the Limitations on Allocations specified in Article V.

     The contribution as described above, for any Plan Year, shall be paid to
     the Trust at the end of the Plan Year, or as soon as possible on or after
     the last day of such Plan Year, but in any event not later than the date
     which is prescribed by law for filing the Employer's income tax return,
     including any extension thereof.

4.4  FAIL-SAFE CONTRIBUTION. The Employer reserves the right to make a
     discretionary Nonelective Contribution to the Plan for any Plan Year, if
     the Employer determines that such a contribution is necessary to ensure
     that either the Actual Deferral Percentage Test or the Actual Contribution
     Percentage Test will be satisfied for that Plan Year. Such amount shall be
     designated by the Employer at the time of contribution as a Qualified
     Nonelective Contribution and shall be known as a Fail-Safe Contribution.

     The Fail-Safe Contribution shall be made on behalf of all eligible non-
     Highly Compensated Employees who are Participants and who are considered
     under the Actual Deferral Percentage Test or the Actual Contribution
     Percentage Test. This contribution shall be allocated to the Participant's
     Account of each such Participant in an amount equal to a fixed percentage
     of such Participant's Compensation. The fixed percentage shall be equal to
     the minimum fixed percentage necessary to be contributed by the Employer on
     behalf of each eligible non-Highly Compensated Employee who is a
     Participant so that the Actual Deferral Percentage Test or the Actual
     Contribution Percentage Test is satisfied.

     The Fail-Safe Contribution for any Plan Year as determined above shall be
     paid to the Trust at the end of the Plan Year, or as soon as possible on or
     after the last day of such Plan Year, but in no event later than the date
     which is prescribed by law for filing the Employer's income tax return,
     including any extensions thereof.

4.5  PROFITS NOT REQUIRED. Contributions to this Plan shall not be precluded
     because the Employer does not have Considered Net Profits. Notwithstanding
     the existence of Considered Net Profits, the Employer may determine in its
     sole discretion that it will make no contributions for such Plan Year.

4.6  PAYMENT OF EXPENSES.  The Employer may contribute to the Plan the amount
     necessary, to pay any applicable expense charges and administration
     charges.  In lieu of the Employer's contributing the amount necessary to
     pay such charges, these expenses may be paid from the Trust fund.

4.7  ALLOCATION OF FORFEITURES. The contributions made by the Employer shall be
     reduced by any Forfeitures available as an Employer credit in accordance
     with Section 9.3.

4.8  CREDITING OF ELECTIVE DEFERRAL AND OTHER CONTRIBUTIONS.  Elective Deferral
     Contributions and other contributions made by the Employer shall be
     credited to the Participant Account of each Participant for whom such
     contributions are made, in accordance with the provisions of Article XIII.

4.9  ROLLOVER CONTRIBUTIONS.  Without regard to the Limitations on Allocations
     imposed under Article V, the Trustee may receive, on behalf of a
     Participant, Rollover Contributions representing all or part of the entire
     amount of:

                                       23
<PAGE>
 
     (a)  any distribution from a terminated pension or profit sharing plan
          meeting the requirements of Internal Revenue Code section 401(a); or

     (b)  any lump sum distribution received by a Participant from a pension or
          profit sharing plan meeting the requirements of Internal Revenue Code
          section 401(a).

     Rollover Contributions must be received from the Participant within 60 days
     of his receipt of the funds either directly from the pension or profit
     sharing plan described above or through the medium of an individual
     retirement account.

     In addition, Rollover Contributions may only include amounts attributable
     to Employer Contributions and earnings thereon, earnings on Employee
     Contributions, and Employee Contributions which were eligible for a tax
     deduction under Internal Revenue Code section 219 and earnings thereon.

     Rollover Contributions shall be credited to the Participant's Account and
     may be invested in any manner authorized under the provisions of this Plan.

4.10 TRANSFERS. Without regard to the Limitations on Allocations imposed under
     Article V, the Trustee may receive, directly from another qualified pension
     or profit-sharing plan meeting the requirements of Internal Revenue Code
     section 401(a), all or part of the entire amount distributable on behalf of
     a Participant from such plan. Likewise, the Trustee may receive Transfers
     representing the assets of any predecessor plan.

     Transfers may be invested in any manner authorized under the provisions of
     this Plan.

4.11 EMPLOYEE CONTRIBUTIONS. As of his Entry Date each Active Participant may
     elect to make periodic Employee Contributions under the Plan in an amount
     equal to a maximum of 10% of his Compensation by completing and delivering
     to the Administrator a payroll deduction order.  Each Active Participant
     may redesignate a new permissible amount as an Employee Contribution four
     times each Plan Year, on the first of any month, by notifying the Plan
     Administrator 30 days before such date.  Such redesignation shall be made
     as if it were an original designation and shall be effective as of such
     date.  Employee Contributions shall be subject to the terms of Article V.

     Employee Contributions shall be deducted by the Employer from the
     Participant's earnings while he has a payroll deduction order in effect and
     shall be paid by the Employer to the Trust not less frequently than
     monthly.

     Employee Contributions shall be subject to the Actual Contribution
     Percentage Test.

4.12 EMPLOYEE CONTRIBUTIONS MADE IN A LUMP SUM.  An Active Participant may elect
     to make an Employee Contribution in a lump sum. Such lump-sum Employee
     Contribution may be made (1) as of the Effective Date, or (2) as of any
     date, during the Plan Year, in an amount equal to a maximum of 10% of the
     Participant's Compensation.

     Employee Contributions made in a lump sum shall be paid by the Employer to
     the Trust within 30 days after the date such contribution is made by the
     Participant.  Employee Contributions made in a lump sum shall be considered
     Employee Contributions for all other purposes of the Plan and shall be
     subject to the terms thereof.

                                       24
<PAGE>
 
     If the Employer determines prior to the end of the Plan Year that the
     Actual Contribution Percentage Test may not be satisfied, the Employer may
     take the corrective action specified in Section 4.16 of the Plan.

     If, after the end of the Plan Year, the Employer determines that the Plan
     will fail the Actual Contribution Percentage Test, the Employer shall take
     the corrective action specified in Section 4.18 or Section 4.20 of the
     Plan, or a combination of such corrective actions, in order to ensure that
     the Plan does not fail the Actual Contribution Percentage Test for the Plan
     Year being tested.

4.13 CREDITING OF EMPLOYEE CONTRIBUTIONS. Each Participant's Employee
     Contributions, if any, shall be credited to his Participant's Account.

4.14 SUSPENSION OF ELECTIVE DEFERRAL AND EMPLOYEE CONTRIBUTIONS.  The following
     provisions shall apply with respect to suspension of Elective Deferral and
     Employee Contributions.

     (A)  Elective Suspension.  An Active Participant may elect to suspend his
          Salary Deferral Agreement for Elective Deferral Contributions or
          payroll deduction order for Employee Contributions by filing a written
          notice thereof with the Administrator at any time.  The Salary
          Deferral Agreement or payroll deduction order, as the case may be,
          shall be suspended on the date specified in such notice, which date
          must be at least 15 days after such notice is filed.  The notice shall
          specify the period for which such suspension shall be effective.  Such
          period must be a minimum of three months and may extend indefinitely.

     (B)  Suspension for Leave. A Participant who is absent from employment on
          account of an authorized leave of absence or military leave shall have
          his Salary Deferral Agreement and payroll deduction order suspended
          during such leave. Such suspension of contributions shall be effective
          on the date payment of Compensation by the Employer to him ceases, and
          shall remain in effect until payment of Compensation is resumed.

     (C)  Withdrawal Suspension. An Active Participant who elects a withdrawal
          in accordance with Article X may have his Salary Deferral Agreement or
          payroll deduction order, as applicable, suspended on the date such
          election becomes effective. Such suspension shall remain in effect for
          the number of months specified therein.

     The Participant may elect to reactivate his Salary Deferral Agreement for
     Elective Deferral Contributions or payroll deduction order for Employee
     Contributions by filing a written notice thereof with the Plan
     Administrator.  The Salary Deferral Agreement or payroll deduction order,
     as the case may be, shall be reactivated on February 1, May 1, August 1, or
     November 1 following the expiration of the suspension period described
     above.

4.15 LIMITATION OF ELECTIVE DEFERRAL CONTRIBUTIONS.  If the Employer determines
     prior to the end of the Plan Year that the Plan may not satisfy the Actual
     Deferral Percentage Test for the Plan Year, the Employer may require that
     the amount of Elective Deferral Contributions being allocated to the
     accounts of Highly Compensated Employees be reduced to the extent necessary
     to prevent Excess Contributions from being made to the Plan.

     Although the Employer may reduce the amount of Elective Deferral
     Contributions that may be allocated to the Participant's Account of Highly
     Compensated Employees, the affected Employees shall continue 

                                       25
<PAGE>
 
     to participate in the Plan. When the situation that resulted in the
     reduction of Elective Deferral Contributions ceases to exist, the Employer
     shall reinstate the amount of Elective Deferral Contributions elected by
     the Participant in the Salary Deferral Agreement to the fullest extent
     possible for all affected Participants in a nondiscriminatory manner.

4.16 LIMITATION OF MATCHING CONTRIBUTIONS AND EMPLOYEE CONTRIBUTIONS.  If the
     Employer determines prior to the end of the Plan Year that the Plan may not
     satisfy the Actual Contribution Percentage Test for the Plan Year, the
     Employer may require that the amount of Matching Contributions or Employee
     Contributions, or both,  being allocated to the Accounts of Highly
     Compensated Employees be reduced to the extent necessary to prevent Excess
     Aggregate Contributions from being made to the Plan.

4.17 CORRECTIVE DISTRIBUTION OF EXCESS CONTRIBUTIONS.

     (A)  The Employer may distribute Excess Contributions (and income allocable
          thereto) to the appropriate Highly Compensated Employee after the
          close of the Plan Year in which the Excess Contribution arose and
          within 12 months after the close of that Plan Year.

     (B)  The income allocable to Excess Contributions is equal to the sum of
          the allocable gain or loss for the Plan Year and shall be determined
          as follows:

          (1)  The income allocable to Excess Contributions is determined by
               multiplying the income for the Plan Year allocable to Deferral
               Percentage Amounts by a fraction.  The numerator of the fraction
               is the Excess Contributions attributable to the Employee for the
               Plan Year.  The denominator of the fraction is equal to the sum
               of (A) the total account balance of the Employee attributable to
               Deferral Percentage Amounts as of the beginning of the Plan Year,
               plus (B) the Employee's Deferral Percentage Amounts for the Plan
               Year.

          (2)  The allocable gain or loss for the period between the end of the
               Plan Year and the date of distribution shall not be taken into
               consideration when determining the income allocable to Excess
               Contributions.

     (C)  The amount of Excess Contributions to be distributed with respect to
          an Employee for a Plan Year shall be reduced by Excess Deferrals
          previously distributed to the Employee for the Employee's taxable year
          ending with or within the Plan Year.

     (D)  The distribution of Excess Contributions made to the Family Members of
          a family group that was combined for purposes of determining a Highly
          Compensated Employee's Actual Deferral Ratio shall be allocated among
          the Family Members in proportion to the Elective Deferral Contribution
          (including any amounts required to be taken into account under
          subparagraphs (B) (1) and (B) (2) of Section 1.8 of the Plan) of each
          Family Member that is combined to determine the Actual Deferral Ratio.

     (E)  A corrective distribution of Excess Contributions (and income) shall
          be made without regard to any Participant or spousal consent or any
          notice otherwise required under sections 411(a)(11) and 417 of the
          Code.

     (F)  Any Matching Contributions or Qualified Matching Contributions that
          relate to the Excess 

                                       26
<PAGE>
 
          Contribution being distributed shall be forfeited. The Matching
          Contribution so forfeited shall be in proportion to the applicable
          Employee's vested and nonvested interest in Matching Contributions
          under the Plan for the Plan Year in which the Excess Contribution
          arose. Forfeitures of Matching Contributions or Qualified Matching
          Contributions that relate to Excess Contributions shall be applied to
          reduce Employer contributions or pay Plan expenses.

     (G)  In no case may the amount of Excess Contributions to be distributed
          for a Plan Year with respect to any Highly Compensated Employee exceed
          the amount of Elective Deferral Contributions made on behalf of the
          Highly Compensated Employee for the Plan Year.

     (H)  In the event of a complete termination of the Plan during the Plan
          Year in which an Excess Contribution arose, the corrective
          distribution must be made as soon as administratively feasible after
          the date of the termination of the Plan, but in no event later than 12
          months after the date of termination.

     (I)  Any distribution of less than the entire amount of Excess
          Contributions with respect to any Highly Compensated Employee shall be
          treated as a pro-rata distribution of Excess Contributions and
          allocable income or loss.

4.18 CORRECTION OF EXCESS AGGREGATE CONTRIBUTIONS.

     (A)  Excess Aggregate Contributions may be corrected using one of the
          methods described in subparagraphs (1) and (2) below.  The Employer
          shall elect the method of correction to be used and shall apply such
          method to the correction of the Excess Aggregate Contribution for the
          Plan Year.

          (1)  Method 1:

               (a)  Any unmatched Employee Contributions (and income) allocated
                    to the Plan for the Plan Year in which the Excess Aggregate
                    Contribution arose shall be distributed to the appropriate
                    Employee after the close of the Plan Year in which the
                    Excess Aggregate Contribution arose and within 12 months
                    after the close of that Plan Year.

               (b)  If, after the application of subparagraph (1) (a) above, an
                    Excess Aggregate Contribution still exists, the remaining
                    Excess Aggregate Contribution (and income) shall be
                    forfeited, if forfeitable, or distributed on a pro-rata
                    basis from the Employee's Account attributable to
                    Contribution Percentage Amounts.  The distribution or
                    forfeiture shall be made after the close of the Plan Year in
                    which the Excess Aggregate Contribution arose and within 12
                    months after the close of that Plan Year.  Whether an amount
                    is distributed or forfeited under this subparagraph (b)
                    shall be determined based on the rules set forth in
                    paragraph (B) of this section.

          (2)  Method 2:

               (a)  Any Matching Contributions (and Qualified Matching
                    Contributions, to the extent not taken into account for
                    purposes of the Actual Deferral Percentage Test), and income
                    allocable thereto, shall be forfeited, if forfeitable, or

                                       27
<PAGE>
 
                    distributed to the appropriate Highly Compensated Employee.
                    The distribution or forfeiture shall be made after the close
                    of the Plan Year in which the Excess Aggregate Contribution
                    arose and within 12 months after the close of that Plan
                    Year.  Whether an amount is forfeited or distributed shall
                    be determined under the rules set forth in paragraph (B) of
                    this section.

     (B)  Determination of Distributable and Forfeitable Amounts.  For purposes
          of paragraph (A) of this section:

          (1)  An Excess Aggregate Contribution attributable to Employee
               Contributions, vested Matching Contributions, Qualified Matching
               Contributions (and, if applicable, Qualified Nonelective
               Contributions and Elective Deferral Contributions) shall be
               distributed to the appropriate Highly Compensated Employee in
               accordance with the terms of this section.

          (2)  An Excess Aggregate Contribution attributable to an Employee's
               nonvested Matching Contributions shall be forfeited in accordance
               with the terms of this section.

          (3)  A Highly Compensated Employee's vested and nonvested interest in
               Matching Contributions (and income allocable thereto)
               attributable to Excess Aggregate Contributions shall be based on
               the proportion that represents the Employee's Vested Interest in
               Matching Contributions under the Plan for the Plan Year in which
               the Excess Aggregate Contribution arose.

     (C)  Forfeited Excess Aggregate Contributions.  In accordance with
          paragraph (B) of this section, the amount that represents the
          Employee's nonvested interest in Matching Contributions (and income),
          and is attributable to Excess Aggregate Contributions, shall be
          forfeited and, as such, shall be applied to reduce Employer
          contributions or pay expenses.

     (D)  Income Allocable to Excess Aggregate Contributions.  For purposes of
          this section, the income allocable to Excess Aggregate Contributions
          is equal to the sum of the allocable gain or loss for the Plan Year,
          and shall be determined as follows:

          (1)  The income allocable to Excess Aggregate Contributions is
               determined by multiplying the income for the Plan Year allocable
               to Contribution Percentage Amounts by a fraction.  The numerator
               of the fraction is the Excess Aggregate Contributions for the
               Employee for the Plan Year.  The denominator of the fraction is
               equal to the sum of (A) the total account balance of the Employee
               attributable to Contribution Percentage Amounts as of the
               beginning of the Plan Year, plus (B) the Contribution Percentage
               Amounts for the Plan Year.

          (2)  The allocable gain or loss for the period between the end of the
               Plan Year and the date of correction shall not be taken into
               consideration when determining the income allocable to Excess
               Aggregate Contributions.

     (E)  The distribution of Excess Aggregate Contributions (and income) made
          to Family Members of a family group that was combined for purposes of
          determining a Highly Compensated Employee's Actual Contribution Ratio
          shall be allocated among Family Members in proportion to the
          Contribution Percentage Amounts (including any amounts required to be
          taken into 

                                       28
<PAGE>
 
          account under subparagraphs (B) (1) and (B) (2) of Section 1.5 of the
          Plan) of each Family Member that are combined to determine the Actual
          Contribution Ratio.

     (F)  In the event of a complete termination of the Plan during the Plan
          Year in which an Excess Aggregate Contribution arose, the corrective
          distribution or forfeiture shall be made as soon as administratively
          feasible after the date of termination of the Plan, but in no event
          later than 12 months after the date of termination.

     (G)  If the entire account balance of a Highly Compensated Employee is
          distributed during the Plan Year in which the Excess Aggregate
          Contribution arose, the distribution shall be deemed to have been a
          corrective distribution of Excess Aggregate Contributions (and income)
          to the extent that a corrective distribution would otherwise have been
          required.

     (H)  Any distribution of less than the entire amount of Excess Aggregate
          Contributions (and income) shall be treated as a pro-rata distribution
          of Excess Aggregate Contributions and allocable income or loss.

     (I)  In no case may the amount of Excess Aggregate Contributions
          distributed to a Highly Compensated Employee exceed the amount of
          Employee Contributions and Matching Contributions made on behalf of
          the Highly Compensated Employee for the Plan Year.

     (J)  A distribution of Excess Aggregate Contributions (and income) shall be
          made under this section without regard to any notice or consent
          otherwise required under sections 411(a)(11) and 417 of the Code.

4.19 CORRECTIVE DISTRIBUTION OF EXCESS DEFERRALS.  Notwithstanding any other
     provision of the Plan, Excess Deferrals, plus any income and minus any loss
     allocable thereto, may be distributed to any Participant to whose account
     Excess Deferrals were allocated for the individual's taxable year.  Such a
     corrective distribution shall be made in accordance with this section.

     (A)  Correction of Excess Deferrals After Taxable Year.

          (1)  Not later than the March 15 following the close of a
               Participant's taxable year, the Participant may notify the Plan
               of the amount of Excess Deferrals received by the Plan during
               that taxable year.  The notification shall be in writing, shall
               specify the Participant's Excess Deferrals, and shall be
               accompanied by the Participant's written statement that if such
               amounts are not distributed, these amounts, when added to all
               other Elective Deferral Contributions made on behalf of the
               Participant during the taxable year, shall exceed the dollar
               limitation specified in section 402(g) of the Code.

          (2)  The Participant is deemed to have notified the Plan of Excess
               Deferrals if, not later than the March 1 following the close of a
               Participant's taxable year, the Employer notifies the Plan on
               behalf of the Participant of the Excess Deferrals.  Such Excess
               Deferrals shall be calculated by taking into account only
               Elective Deferral Contributions under the Plan and any other
               plans of the Employer.

          (3)  Not later than the April 15 following the close of the taxable
               year, the Plan shall distribute to the Participant the amount of
               Excess Deferrals designated under subparagraphs (1) or (2) above.

                                       29
<PAGE>
 
     (B)  Correction of Excess Deferrals During the Taxable Year.  A Participant
          who has an Excess Deferral during a taxable year may receive a
          corrective distribution during the same year.  Such a corrective
          distribution shall be made if:

          (1)  The Participant designates the distribution as an Excess
               Deferral.  The designation shall be made in the same manner as
               the notification described in subparagraph (A) (1) of this
               section.  The Participant will be deemed to have designated the
               distribution as an Excess Deferral if the Employer makes the
               designation on behalf of the Participant to the extent that the
               Participant has Excess Deferrals for the taxable year calculated
               by taking into account only Elective Deferral Contributions to
               the Plan and other plans of the Employer.

          (2)  The corrective distribution is made after the date on which the
               Plan received the Excess Deferral.

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

     (C)  If the Participant provides the Employer with satisfactory evidence
          and written notice to demonstrate that all Elective Deferral
          Contributions by the participant in this Plan and any other qualified
          plan exceed the applicable limit under section 402(g) of the Code for
          such individual's taxable year, then the Plan Administrator may (but
          is not required to) distribute sufficient Elective Deferral
          Contributions (not to exceed the amount of Elective Deferral
          Contributions actually contributed on behalf of the Participant to
          this Plan during the Participant's taxable year) from this Plan to
          allow the Participant to comply with the applicable limit.  The
          evidence provided by the Participant must establish clearly the amount
          of Excess Deferrals. The Participant must present this evidence to the
          Plan Administrator by the March 1 following the end of the calendar
          year in which the Excess Deferrals occurred.

     (D)  Income Allocable to Excess Deferrals.  The income allocable to Excess
          Deferrals is equal to the sum of allocable gain or loss for the
          taxable year of the individual and shall be determined as follows:

          (1)  The gain or loss allocable to Excess Deferrals is determined by
               multiplying the income for the taxable year allocable to Elective
               Deferral Contributions by a fraction.  The numerator of the
               fraction is the Excess Deferrals by the Employee for the taxable
               year. The denominator of the fraction is equal to the sum of:

               (a)  The total account balance of the Employee attributable to
                    Elective Deferral Contributions as of the beginning of the
                    Plan Year, plus

               (b)  The Employee's Elective Deferral Contributions for the
                    taxable year.

          (2)  The income allocable to Excess Deferrals shall not include the
               allocable gain or loss for the period between the end of the
               taxable year and the date of distribution.

     (E)  No Employee or Spousal Consent Required.  A corrective distribution of
          Excess Deferrals (and income) shall be made without regard to any
          notice or consent otherwise required under sections 411(a)(11) and 417
          of the Code.

                                       30
<PAGE>
 
     (F)  Any Matching Contributions or Qualified Matching Contributions that
          relate to the Excess Deferral being distributed shall be forfeited.
          The Matching Contribution so forfeited shall be in proportion to the
          applicable Employee's vested and nonvested interest in Matching
          Contributions under the Plan for the Plan Year in which the Excess
          Deferral arose.  Forfeitures of Matching Contributions or Qualified
          Matching Contributions that relate to Excess Deferrals shall be
          applied to reduce Employer contributions or pay Plan expenses.

4.20 QUALIFIED CONTRIBUTIONS.  In lieu of distributing Excess Contributions as
     provided in Section 4.17 of the Plan, or Excess Aggregate Contributions as
     provided in Section 4.18 of the Plan, the Employer may take the actions
     specified below in order to satisfy the Actual Deferral Percentage Test or
     the Actual Contribution Percentage Test, or both, pursuant to the
     regulations under the Code.

     (A)  At the election of the Employer, Qualified Nonelective Contributions
          or Qualified Matching Contributions, or both, may be taken into
          account as Elective Deferral Contributions for purposes of calculating
          the Actual Deferral Ratio of a Participant.

          The amount of Qualified Nonelective Contributions or Qualified
          Matching Contributions made under the terms of this Plan and taken
          into account as Elective Deferral Contributions for purposes of
          calculating the Actual Deferral Ratio, subject to such other
          requirements as may be prescribed by the Secretary of the Treasury,
          shall be such Qualified Nonelective Contributions or Qualified
          Matching Contributions, or both, that are needed to meet the Actual
          Deferral Percentage Test.

     (B)  At the election of the Employer, Qualified Nonelective Contributions
          or Elective Deferral Contributions, or both, may be taken into account
          as Matching Contributions for purposes of calculating the Actual
          Contribution Ratio of a Participant.

          The amount of Qualified Nonelective Contributions or Elective Deferral
          Contributions made under the terms of this Plan and taken into account
          for purposes of calculating the Actual Contribution Ratio, subject to
          such other requirements as may be prescribed by the Secretary of the
          Treasury, shall be such Qualified Nonelective Contributions or
          Elective Deferral Contributions, or both, that are needed to meet the
          Actual Contribution Percentage Test.

     (C)  Any Qualified Nonelective Contribution, Qualified Matching
          Contribution, and Elective Deferral Contribution taken into account
          under paragraphs (A) or (B) must be allocated to the Employee's
          Account as of a date within the Plan Year in which the Excess
          Contribution or Excess Aggregate Contribution arose and must be paid
          to the Plan no later than the 12-month period immediately following
          the Plan Year to which the contribution relates.

4.21 MULTIPLE USE OF ALTERNATIVE LIMITATION.

     (A)  Multiple use of the alternative limitation occurs if all of the
          conditions of this paragraph (A) are satisfied:

          (1)  One or more Highly Compensated Employee of the Employer are
               eligible employees in both a cash or deferred arrangement subject
               to section 401(k) and a plan maintained by the Employer subject
               to section 401(m).

                                       31
<PAGE>
 
          (2)  The sum of the Actual Deferral Percentage of the entire group of
               eligible Highly Compensated Employees under the arrangement
               subject to section 401(k) and the Actual Contribution Percentage
               of the entire group of eligible Highly Compensated Employees
               under the Plan subject to section 401(m) exceeds the aggregate
               limit of paragraph (C) of this section.

          (3)  Actual Deferral Percentage of the entire group of eligible Highly
               Compensated Employees under the arrangement subject to section
               401(k) exceeds the amount described in section
               401(k)(3)(A)(ii)(I).

          (4)  The Actual Contribution Percentage of the entire group of
               eligible Highly Compensated Employees under the arrangement
               subject to section 401(m) exceeds the amount described in section
               401(m)(2)(A)(i).

     (B)  For purposes of this section, the aggregate limit is the greater of:

     (1)  The sum of-

               (a)  1.25 times the greater of the relevant Actual Deferral
                    Percentage or the relevant Actual Contribution Percentage,
                    and

               (b)  Two percentage points plus the lesser of the relevant Actual
                    Deferral Percentage or the relevant Actual Contribution
                    Percentage.  In no event, however, may this amount exceed
                    twice the lesser of the relevant Actual Deferral Percentage
                    or the Actual Contribution Percentage; or

     (2)  The sum of-

               (a)  1.25 times the lesser of the relevant Actual Deferral
                    Percentage or the relevant Actual Contribution Percentage,
                    and

               (b)  Two percentage points plus the greater of the relevant
                    Actual Deferral Percentage or the relevant Actual
                    Contribution Percentage.  In no event, however, may this
                    amount exceed twice the greater of the relevant Actual
                    Deferral Percentage or the relevant Actual Contribution
                    Percentage.

     (C)  For purposes of paragraph (B) of this section, the term "relevant
          Actual Deferral Percentage" means the Actual Deferral Percentage of
          the group of Nonhighly Compensated Employees under the arrangement
          subject to section 401(k) for the Plan Year, and the term "relevant
          Actual Contribution Percentage" means the Actual Contribution
          Percentage of the group of Nonhighly Compensated Employees eligible
          under the Plan subject to section 401(m) for the Plan Year beginning
          with or within the Plan Year of the arrangement subject to section
          401(k).

     (D)  The Actual Deferral Percentage and Actual Contribution Percentage of
          the group of eligible Highly Compensated Employees are determined
          after use of Qualified Nonelective Contributions and Qualified
          Matching Contributions to meet the requirements of the Actual Deferral
          Percentage Test and after use of Qualified Nonelective Contributions
          and Elective Deferral Contributions to meet the requirements of the
          Actual Contribution Percentage Test.  The Actual Deferral Percentage
          and Actual Contribution Percentage of the group of Highly 

                                       32
<PAGE>
 
          Compensated Employees are determined after any corrective distribution
          or forfeiture of Excess Deferrals, Excess Contributions, or Excess
          Aggregate Contributions and after recharacterization of Excess
          Contributions required without regard to this section. Only plans and
          arrangements maintained by the Employer are taken into account under
          paragraph (B). If the Employer maintains two or more cash or deferred
          arrangements subject to section 401(k) that must be mandatorily
          disaggregated pursuant to section 401(k)-1(g)(11)(iii) multiple use is
          tested separately with respect to each plan.

     (E)  If multiple use of the alternative limit occurs with respect to two or
          more plans or arrangements maintained by the Employer, it shall be
          corrected by reducing the Actual Contribution Percentage of Highly
          Compensated Employees in the manner described in paragraph (F) of this
          section.  Instead of making this reduction, the Employer may eliminate
          the multiple use of the alternative limitation by making Qualified
          Nonelective Contributions to the Plan.

  (F)     The amount of the reduction by which each Highly Compensated
          Employee's Actual Contribution Ratio is reduced shall be treated as an
          Excess Aggregate Contribution.  The Actual Contribution Percentage of
          all Highly Compensated Employees under the plan subject to reduction
          shall be reduced so that there is no multiple use of the alternative
          limitation.

                                       33
<PAGE>
 
                                   ARTICLE V
                          LIMITATIONS ON ALLOCATIONS


5.1  LIMITATIONS ON ALLOCATIONS.  Definitions - The following definitions are
     atypical terms which refer only to terms used in the Limitations on
     Allocations Sections of this Article V.

     (A)  Annual Additions.  The term Annual Additions shall mean the sum of the
          following amounts allocated on behalf of a Participant for a
          Limitation Year:

          (1)  all contributions made by the Employer which shall include:

               .    Elective Deferral Contributions, if any;

               .    Matching Contributions, if any;

               .    Qualified Matching Contributions, if any;

               .    Nonelective Contributions, if any;

               .    Qualified Nonelective Contributions, if any;

          (2)  all Forfeitures, if any;

          (3)  all Employee Contributions, if any.

          For the purposes of this Article, Excess Amounts reapplied under
          Section 5.2 (D) shall also be included as Annual Additions.  Also, for
          the purposes of this Article, Employee Contributions are determined
          without regard to deductible employee contributions within the meaning
          of section 72(o)(5) of the Code.

          Amounts allocated after March 31, 1984, to an individual medical
          account, as defined in Internal Revenue Code section 415(l)(1), which
          is part of a defined benefit plan maintained by the Employer, are
          treated as Annual Additions to a defined contribution plan.  Also,
          amounts derived from contributions paid or accrued attributable to
          post-retirement medical benefits allocated to the separate account of
          a key employee, as defined in Internal Revenue Code section
          419A(d)(3), under a welfare benefit fund, as defined in Internal
          Revenue Code section 419(e), maintained by the Employer, are treated
          as Annual Additions to a defined contribution plan.

          Contributions do not fail to be Annual Additions merely because they
          are Excess Deferrals, Excess Contributions or Excess Aggregate
          Contributions or merely because Excess Contributions or Excess
          Aggregate Contributions are corrected through distribution or
          recharacterization.  Excess Deferrals that are distributed in
          accordance with Section 4.19 of the Plan are not Annual Additions.

                                       34
<PAGE>
 
          Forfeited Matching Contributions that are forfeited because the
          contributions to which they relate are treated as Excess Aggregate
          Contributions, Excess Contributions, or Excess Deferrals and that are
          reallocated to the Participant Accounts of other Participants for the
          Plan Year in which the forfeiture occurs, are treated as Annual
          Additions for the Participants to whose accounts they are reallocated
          and for the Participants from whose accounts they are forfeited.

     (B)  Compensation.  The term Compensation means wages within the meaning of
          section 3401(a) of the Code for the purposes of income tax withholding
          at the source but determined without regard to any rules that limit
          the remuneration included in wages based on the nature or location of
          the employment or the services performed (such as the exception for
          agricultural labor in section 3401(a)(2) of the Code).

          For Limitation Years beginning after December 31, 1991, for purposes
          of applying the limitations of this article, Compensation for a
          Limitation Year is the Compensation actually paid or made available
          during such Limitation Year.

     (C)  Defined Contribution Dollar Limitation.  The term Defined Contribution
          Dollar Limitation shall mean $30,000 or, if greater, one-fourth of the
          defined benefit dollar limitation set forth in Internal Revenue Code
          section 415(b)(1) as in effect for the Limitation Year.

     (D)  Employer.  The term Employer shall mean the Employer that adopts this
          Plan.  In the case of a group of employers which constitutes a
          controlled group of corporations (as defined in Internal Revenue Code
          section 414(b) as modified by section 415(h)), or which constitutes
          trades or business (whether or not incorporated) which are under
          common control (as defined in section 414(c) as modified by section
          415(h)), or affiliated service groups (as defined in section 414(m))
          of which the adopting Employer is a part, all such employers shall be
          considered a single Employer for purposes of applying the limitations
          of this Article.

     (E)  Excess Amount.  The term Excess Amount shall mean the excess of the
          Participant's Annual Additions for the Limitation Year over the
          Maximum Permissible Amount.

     (F)  Limitation Year.  The term Limitation Year shall mean the calendar
          year.

     (G)  Maximum Permissible Amount.  The term Maximum Permissible Amount shall
          mean the lesser of (1) the Defined Contribution Dollar Limitation, or
          (2) 25% of the Participant's Compensation for the Limitation Year.

          If a short Limitation Year is created because of an amendment changing
          the Limitation Year to a different period of 12 consecutive months,
          the Maximum Permissible Amount for the short Limitation Year will be
          the lesser of (1) the Defined Contribution Dollar Limitation
          multiplied by a fraction, the numerator of which is the number of
          months in the short Limitation Year, and the denominator of which is
          12, or (2) 25% of the Participant's Compensation for the short
          Limitation Year.

5.2  LIMITATIONS ON ALLOCATIONS.  If the Employer does not maintain any
     qualified plan in addition to this Plan:

     (A)  The amount of Annual Additions which may be allocated under this Plan
          on a Participant's behalf for a Limitation Year shall not exceed the
          lesser of the Maximum Permissible Amount or 

                                       35
<PAGE>
 
          any other limitation contained in this Plan.

     (B)  Prior to the determination of the Participant's actual Compensation
          for a Limitation Year, the Maximum Permissible Amount may be
          determined on the basis of the Participant's estimated annual
          Compensation.  Such Compensation shall be determined on a reasonable
          basis and shall be uniformly determined for all Participants similarly
          situated.  Any employer contributions based on estimated annual
          Compensation shall be reduced by any Excess Amounts carried over from
          prior years.

     (C)  As soon as is administratively feasible after the end of the
          Limitation Year, the Maximum Permissible Amount for such Limitation
          Year shall be determined on the basis of the Participant's actual
          Compensation for such Limitation Year.  In the event a Participant
          separates from the Service of the Employer prior to the end of the
          Limitation Year, the Maximum Permissible Amount for such Participant
          shall be determined prior to any distribution of his Participant's
          Account on the basis of his actual Compensation.  Any Excess Amounts
          shall be disposed of in accordance with Section 5.2 (D).

     (D)  If there is an Excess Amount with respect to a Participant for a
          Limitation Year as a result of a reasonable error in estimating the
          Participant's annual compensation, an allocation of forfeitures, a
          reasonable error in determining the amount of elective deferrals
          (within the meaning of section 402(g)(3) of the Code) that may be made
          with respect to any individual under the limits of section 415 of the
          Code, or under other limited facts and circumstances which the
          commissioner finds justified, such Excess Amount shall be disposed of
          as follows:

          (1)  Any Employee Contributions (including earnings and losses
               thereon) shall be returned to the Participant, to the extent that
               the return would reduce the Excess Amount.  This distribution
               shall be made as soon as administratively feasible after the
               Excess Amount is determined. Employee Contributions so returned
               shall be disregarded for purposes of the Actual Contribution
               Percentage Test.

          (2)  If, after the application of subparagraph (1), an Excess Amount
               still exists, (excluding Elective Deferral Contributions) such
               Excess Amount shall be held unallocated in a suspense account for
               the Limitation Year and allocated and reallocated in the next
               Limitation Year to all Participants in the Plan.  The excess
               amount must be used to reduce Employer Contributions for the next
               Limitation Year (and succeeding Limitation Years, as necessary)
               for all of the Participants in the Plan.  For purposes of this
               subparagraph, the Excess Amount may not be distributed to
               Participants or former Participants.

          (3)  If, after the application of subparagraph (2) an Excess Amount
               still exists, then the Participant's Elective Deferral
               Contributions (including earnings and losses thereon) allocated
               for the Limitation Year shall be returned to the Participant to
               the extent that an Excess Amount exists.  This distribution shall
               be made as soon as administratively feasible after the Excess
               Amount is determined.  Any Elective Deferral Contributions
               returned under this paragraph shall be disregarded for purposes
               of the Actual Deferral Percentage Test.

          (4)  Alternatively, if after the application subparagraph (1) an
               Excess Amount still exists, the Plan Administrator may elect to
               dispose of the Excess Amount by applying the 

                                       36
<PAGE>
 
               procedure in subparagraph (3) before applying the procedure in
               subparagraph (2). If the Plan Administrator makes this election,
               the Plan Administrator must apply it uniformly to all
               Participants in a Limitation Year.

          (5)  If a suspense account is in existence at any time during a
               Limitation Year pursuant to this section, it will not participate
               in the allocation of investment gains or losses.  If a suspense
               account is in existence at any time during a particular
               Limitation Year, all amounts in the suspense account must be
               allocated and reallocated to Participants' Accounts before any
               Employer Contributions or Employee Contributions which would
               constitute Annual Additions may be made to the Plan for that
               Limitation Year.

5.3  LIMITATIONS ON ALLOCATIONS.  If the Employer maintains one or more defined
     contribution plans in addition to this Plan:

     (A)  The amount of Annual Additions which may be allocated under this Plan
          on a Participant's behalf for a Limitation Year, shall not exceed the
          lesser of:

          (1)  The Maximum Permissible Amount, reduced by the sum of any Annual
               Additions allocated to the Participant's Account for the same
               Limitation Year under this Plan and such other defined
               contribution plan; or

          (2)  Any other limitation contained in this Plan.

          Prior to the determination of the Participant's actual Compensation
          for the Limitation Year, the amounts referred to in Subsection (1)
          above may be determined on the basis of the Participant's estimated
          annual Compensation for such Limitation Year.  Such estimated annual
          Compensation shall be determined for all Participants similarly
          situated.

          Any contribution made by the Employer based on estimated annual
          Compensation shall be reduced by any Excess Amounts carried over from
          prior years, if applicable.

     (B)  As soon as is administratively feasible after the end of the
          Limitation Year, the amounts referred to in Section 5.3 (A) shall be
          determined on the basis of the Participant's actual Compensation for
          such Limitation Year.

     (C)  If amounts are contributed to a Participant's Account under this Plan
          on an allocation date which does not coincide with the allocation
          date(s) for all such other plans, and if a Participant's Annual
          Additions under this Plan and all such other plans result in an Excess
          Amount, such Excess Amount shall be deemed to have derived from those
          contributions last allocated.

     (D)  If an Excess Amount was allocated to a Participant on an allocation
          date of this Plan which coincides with an allocation date of another
          plan, the Excess Amount attributable to this Plan will be the product
          of (1) and (2) below:

          (1)  The total Excess Amount allocated as of such date (including any
               amount which would have been allocated but for the limitations of
               Internal Revenue Code section 415).

          (2)  The ratio of (1) the amount allocated to the Participant as of
               such date under this Plan, 

                                       37
<PAGE>
 
               divided by (2) the total amount allocated as of such date under
               all qualified defined contribution plans (determined without
               regard to the limitations of Internal Revenue Code section 415).

     (E)  Any Excess Amounts attributed to this Plan shall be disposed of as
          provided in Section 5.2 (D).

5.4  LIMITATIONS ON ALLOCATIONS.  If the Employer maintains a defined benefit
     plan in addition to this Plan:

     (A)  If an individual is a Participant at any time in both this Plan and a
          defined benefit plan maintained by the Employer, the sum of the
          Defined Benefit Plan Fraction and the Defined Contribution Plan
          Fraction for any year may not exceed 1.0.  In the event that the sum
          of the Defined Contribution Plan Fraction and the Defined Benefit Plan
          Fraction exceeds 1.0, the Defined Contribution Plan Fraction will be
          reduced until the sum of the Defined Contribution Plan Fraction and
          the Defined Benefit Plan Fraction does not exceed 1.0.

          If an individual was a Participant in this Plan or in any other
          defined contribution plan maintained by the Employer which was in
          existence on July 1, 1982, the numerator of the Defined Contribution
          Plan Fraction will be adjusted if the sum of the Defined Contribution
          Plan Fraction and the Defined Benefit Plan Fraction would otherwise
          exceed 1.0 under the terms of this Plan.  Under the adjustment, an
          amount equal to the product of (1) the excess of the sum of the
          Fractions over 1.0 times (2) the denominator of the Defined
          Contribution Plan Fraction, will be permanently subtracted from the
          numerator of the Defined Contribution Plan Fraction.  The adjustment
          is calculated using the Fractions as they would be computed as of the
          later of the end of the last Limitation Year beginning before January
          1, 1983, or June 30, 1983.  This adjustment also will be made if at
          the end of the last Limitation Year beginning before January 1, 1984,
          the sum of the Fractions exceeds 1.0 because of accruals or additions
          that were made before the limitations of this Article became effective
          to any plans of the Employer in existence on July 1, 1982.

          In addition, if an individual was a Participant in this Plan or in any
          other defined contribution plan maintained by the Employer which was
          in existence on May 6, 1986, the numerator of the Defined Contribution
          Plan Fraction will be adjusted if the Employer's defined benefit plan
          was also in existence on May 6, 1986, and the sum of the Defined
          Contribution Plan Fraction and the Defined Benefit Plan Fraction would
          otherwise exceed 1.0 under the terms of this Plan.  Under the
          adjustment, an amount equal to the product of (1) the excess of the
          sum of the Fractions over 1.0 times (2) the denominator of the Defined
          Contribution Plan Fraction, will be permanently subtracted from the
          numerator of the Defined Contribution Plan Fraction.  This adjustment
          is calculated using the Fractions as they would be computed as of the
          end of the last Limitation Year beginning before January 1, 1987.  In
          the event that a Participant's accrued benefit as of December 31,
          1986, under the defined benefit plan exceeds the defined benefit
          dollar limitation set forth in Internal Revenue Code section
          415(b)(1), the amount of that accrued benefit shall be used in both
          the numerator and the denominator of the Defined Benefit Plan Fraction
          in making this adjustment.

          For purposes of this Section 5.4, all defined benefit plans of the
          Employer, whether or not terminated, will be treated as one defined
          benefit plan and all defined contribution plans of the Employer,
          whether or not terminated, will be treated as one defined contribution
          plan.

                                       38
<PAGE>
 
     (B)  The Defined Benefit Plan Fraction for any year is a fraction, the
          numerator of which is the Participant's Projected Annual Benefit under
          the defined benefit plan (determined as of the close of the Limitation
          Year), and the denominator of which is the lesser of (1) or (2) below:

          (1)  1.25 times the dollar limitation in effect under Internal Revenue
               Code section 415(b)(1)(A) on the last day of the Limitation Year;
               or

          (2)  1.4 times the amount which may be taken into account under
               Internal Revenue Code section 415(b)(1)(B) with respect to such
               Participant for the Limitation Year.

          Notwithstanding the above, if the Participant was a participant in one
          or more defined benefit plans maintained by the Employer which were in
          existence on July 1, 1982, the denominator of the Defined Benefit Plan
          Fraction will not be less than 125% of the sum of the annual benefits
          under such plans which the Participant had accrued as of the later of
          the end of the last Limitation Year beginning before January 1, 1983
          or June 30, 1983.  The preceding sentence applies only if the defined
          benefit plans individually and in the aggregate satisfied the
          requirements of Internal Revenue Code section 415 as in effect at the
          end of the 1982 Limitation Year.

     (C)  A Participant's Projected Annual Benefit is equal to the annual
          benefit to which the Participant would be entitled under the terms of
          the defined benefit plan based upon the following assumptions:

          (1)  The Participant will continue employment until reaching Normal
               Retirement Age as determined under the terms of the plan (or
               current age, if that is later);

          (2)  The Participant's Compensation for the Limitation Year under
               consideration will remain the same until the date the Participant
               attains the age described in sub-division (1) of this
               subparagraph; and

          (3)  All other relevant factors used to determine benefits under the
               plan for the Limitation Year under consideration will remain
               constant for all future Limitation Years.

     (D)  The Defined Contribution Plan Fraction for any Limitation Year is a
          fraction, the numerator of which is the sum of the Annual Additions to
          the Participant's Accounts in such Limitation Year and for all prior
          Limitation Years, and the denominator of which is the lesser of (1) or
          (2) below for such Limitation Year and for all prior Limitation Years
          of such Participant's employment (assuming for this purpose, that
          Internal Revenue Code section 415(c) had been in effect during such
          prior Limitation Years):

          (1)  1.25 times the dollar limitation in effect under Internal Revenue
               Code section 415(c)(1)(A) on the last day of the Limitation Year;
               or

          (2)  1.4 times the amount which may be taken into account under
               Internal Revenue Code section 415(c)(1)(B) with respect to such
               Participant for the Limitation Year.

          For the purposes of determining these Limitations on Allocations, any
          non-deductible employee contributions made under a defined benefit
          plan will be considered to be a separate defined contribution plan and
          will be considered to be part of the Annual Additions for the
          appropriate 

                                       39
<PAGE>
 
          Limitation Year.

          Annual Additions for any Limitation Year beginning before January 1,
          1987, shall not be recomputed to treat all Employee Contributions as
          Annual Additions.

     (E)  Notwithstanding the foregoing, at the election of the Plan
          Administrator, in computing the Defined Contribution Plan Fraction
          with respect to any Plan Year ending after December 31, 1982, the
          denominator shall be an amount equal to the product of:

          (1)  The denominator of the Defined Contribution Plan Fraction,
               computed in accordance with the rules in effect for the Plan Year
               ending in 1982; and

          (2)  the transition fraction, which is a fraction

               (a)  the numerator of which is the lesser of:

                    (i)  $51,875, or

                    (ii) 1.4 times 25% of the Compensation of the Participant
                         for the Plan Year ending in 1981, and

               (b)  the denominator of which is the lesser of:

                    (i)  $41,500, or

                    (ii) 25% of the Compensation of the Participant for the Plan
                         Year ending in 1981.

                                       40
<PAGE>
 
                                  ARTICLE VI
                           DISTRIBUTION OF BENEFITS


6.1  DISTRIBUTIONS IN GENERAL.  Each Participant may elect, with his Spouse's
     consent if required, a distribution in the form of an Annuity, a single sum
     cash payment, Employer stock, or a combination of the above. All
     distributions are subject to the provisions of Article VIII, Joint and
     Survivor Annuity Requirements.

     Distributions of Employer stock are limited to the value of the
     Participant's Employer Stock Account and shall be made by the Trustee.

6.2  TIMING OF DISTRIBUTIONS.  If the value of a Participant's Vested Interest
     exceeds (or at the time of any prior distribution exceeded) $3,500 and is
     immediately distributable (as defined in Section 8.5), the Participant and
     his Spouse, if required, must consent to the distribution before it is
     made.

     Instead of consenting to a distribution, the Participant may make a written
     election to defer the distribution for a specified period of time ending no
     later than the Participant's attainment of age 62.  Such election to defer
     shall be irrevocable.

     If the Participant and Spouse, if applicable, do not consent to a
     distribution or if no election to defer is made within 90 days after
     receiving a written explanation of the optional forms of benefit available
     pursuant to Income Tax Regulation 1.411(a)(11), all benefits shall be
     deferred to, and distribution shall be made as of the Participant's
     attainment of age 62.  The distribution will be made in accordance with
     Section 8.2.

     A Participant whose actual retirement date is on or after his attainment of
     age 62 may not elect to defer distribution of his benefit beyond the date
     of his actual retirement.

     If the value of a Participant's Vested Interest is $3,500 or less at the
     time it becomes payable, the distribution shall be made in the form of a
     single sum cash payment and shall be made upon such Participant's
     Termination of Employment.  Such a distribution may not be deferred.

     Unless the Participant elects otherwise, the payment of benefits under this
     Plan to the Participant shall begin not later than the 60th day after the
     close of the Plan Year in which the later of (A) or (B), below, occurs:

     (A)  the date on which the Participant attains his Normal Retirement Age or
          age 62, if later; or

     (B)  the date on which the Participant terminates his Service (including
          Termination of Employment, death or Disability) with the Employer.

     Notwithstanding the foregoing, the failure of a Participant and Spouse, if
     required, to consent to a distribution while a benefit is immediately
     distributable shall be deemed to be an election to defer commencement of
     payment of any benefit sufficient to satisfy the above paragraph.

                                       41
<PAGE>
 
6.3  DISTRIBUTION LIMITATION.  Elective Deferral Contributions, Qualified
     Nonelective Contributions and Qualified Matching Contributions, and income
     allocable to each, are not distributable to a Participant or a Beneficiary,
     in accordance with such Participant's or Beneficiary's election, earlier
     than upon the Participant's Termination of Employment, death, or
     disability.

     Such amounts may also be distributed upon:

     (A)  Termination of the Plan without the establishment or maintenance of a
          successor plan.

          For purposes of this paragraph, a successor plan is any other defined
          contribution plan maintained by the same employer.  However, if fewer
          than two percent of the Employees who are eligible under the Plan at
          the time of its termination are or were eligible under another defined
          contribution plan at any time during the 24 month period beginning 12
          months before the time of the termination, the other plan is not a
          successor plan.  The term "defined contribution plan" means a plan
          that is a defined contribution plan as defined in section 414(i) of
          the Code, but does not include an employee stock ownership plan as
          defined in section 4975(e) or 409 of the Code or a simplified employee
          pension as defined in section 408(k) of the Code.  A plan is a
          successor plan only if it exists at the time the Plan is terminated or
          within the period ending 12 months after distribution of all assets
          from the Plan.

          After March 31, 1988, a distribution may be made under this paragraph
          only if it is a lump sum distribution.  The term "lump sum
          distribution" has the same meaning provided in section 402(e)(4) of
          the Code, without regard to subparagraphs (A)(i) through (iv), (B),
          and (H) of that section.

     (B)  The disposition by the Employer to an unrelated corporation of
          substantially all the assets (within the meaning of section 409(b)(2)
          of the Code) used in the trade or business of the Employer if the
          Employer continues to maintain this Plan after the disposition.
          However, a distribution may be made under this paragraph only to an
          Employee who continues employment with the corporation acquiring such
          assets.

          In addition, this requirement is satisfied only if the purchaser does
          not maintain the Plan after the disposition.  A purchaser maintains
          the plan of the seller if it adopts the plan or otherwise becomes an
          employer whose employees accrue benefits under the Plan.  A purchaser
          also maintains the Plan if the Plan is merged or consolidated with, or
          any assets or liabilities are transferred from the Plan to a plan
          maintained by the purchaser in a transaction subject to section
          414(l)(1) of the Code.  A purchaser is not treated as maintaining the
          Plan merely because the Plan that it maintains accepts rollover
          contributions of amounts distributed by the Plan.

          For purposes of this paragraph, the sale of "substantially all" the
          assets used in a trade or business means the sale of at least 85
          percent of the assets.

          After March 31, 1988, a distribution may be made under this paragraph
          only if it is a lump sum distribution.  The term "lump sum
          distribution" has the same meaning provided in section 402(e)(4) of
          the Code, without regard to subparagraphs (A)(i) through (iv), (B),
          and (H) of that section.

     (C)  The disposition by the Employer to an unrelated entity or individual
          of the Employer's interest 

                                       42
<PAGE>
 
          in a subsidiary (within the meaning of section 409(d)(3) of the Code)
          if the Employer continues to maintain this Plan. However, a
          distribution may be made under this paragraph only to an Employee who
          continues employment with such subsidiary.

          In addition, this requirement is satisfied only if the purchaser does
          not maintain the Plan after the disposition. A purchaser maintains the
          plan of the seller if it adopts the plan or otherwise becomes an
          employer whose employees accrue benefits under the Plan. A purchaser
          also maintains the Plan if the Plan is merged or consolidated with, or
          any assets or liabilities are transferred from the Plan to a plan
          maintained by the purchaser in a transaction subject to section
          414(l)(1) of the Code. A purchaser is not treated as maintaining the
          Plan merely because the Plan that it maintains accepts rollover
          contributions of amounts distributed by the Plan.

          After March 31, 1988, a distribution may be made under this paragraph
          only if it is a lump sum distribution. The term "lump sum
          distribution" has the same meaning provided in section 402(e)(4) of
          the Code, without regard to subparagraphs (A)(i) through (iv), (B),
          and (H) of that section.

     (D)  In the case of Elective Deferral Contributions only, the attainment of
          age 59-1/2, as described in Section 10.1 of the Plan.

     (E)  In the case of Elective Deferral Contributions only, the hardship of
          the Participant, as described in Section 10.2 of the Plan.

6.4  COMMENCEMENT OF DISTRIBUTIONS. Notwithstanding the provisions of the
     preceding Timing of Distributions Section, distributions to a Participant
     will commence no later than the date determined in accordance with the
     provisions of this Section.

     Distribution to a Participant must commence no later than the required
     beginning date. The first required beginning date of a Participant is the
     first day of April of the calendar year following the calendar year in
     which the Participant attains age 70-1/2.

     The required beginning date of a Participant who attains age 70-1/2 before
     January 1, 1988, shall be the first day of April of the calendar year
     following the calendar year in which the later of retirement or attainment
     of age 70-1/2 occurs, provided the Participant was not a 5% owner in the
     Plan Year ending in the year in which the Participant attained age 66-1/2
     or any later Plan Year.  A Participant is treated as a 5% owner for
     purposes of this section if such Participant is a 5% owner as defined in
     section 416(i) of the Code (determined in accordance with section 416 but
     without regard to whether the Plan is Top-Heavy).  The required beginning
     date of a Participant who is a 5% owner during any year beginning after
     December 31, 1979, is the first day of April following the later of:

     (A)  the calendar year in which the Participant attained age 70-1/2, or

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

     Once distributions have begun to a 5% owner under this section, they must
     continue to be distributed, even if the Participant ceases to be a 5% owner
     in a subsequent year. Distribution to such Participant must commence no
     later than the first day of April following the calendar year in which the

                                       43
<PAGE>
 
     Participant's Termination of Employment occurs.

     If distribution to any Participant is made in other than a single sum
     payment, the second payment shall be distributed no later than the December
     31 following the April 1 by which the first payment was required to be
     distributed. Each succeeding payment shall be distributed no later than
     each December 31 thereafter.

6.5  DISTRIBUTION REQUIREMENTS.

     (A)  Except as otherwise provided in Article VIII, the requirements of this
          Section shall apply to any distribution of a Participant's Accrued
          Benefit.

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

     (C)  Limits on Settlement Options. Distributions, if not made in a lump
          sum, may only be made over one of the following periods (or a
          combination thereof):

          (1)  the life of the Participant,

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

          (3)  a period certain not extending beyond the life expectancy of the
               Participant, or

          (4)  a period certain not extending beyond the joint and last survivor
               expectancy of the Participant and a designated Beneficiary.

     (D)  Minimum Amounts to be Distributed.  If the Participant's entire Vested
          Interest is to be distributed in other than a lump sum, then the
          amount to be distributed each year must be at least an amount equal to
          the quotient obtained by dividing the Participant's entire Vested
          Interest by the life expectancy of the Participant or the joint and
          last survivor expectancy of the Participant and designated
          Beneficiary.  Life expectancy and joint and last survivor expectancy
          are computed by the use of the return multiples contained in section
          1.72-9 of the Income Tax Regulations.  For purposes of this
          computation, a Participant's life expectancy may be recalculated no
          more frequently than annually; however, the life expectancy of a
          Beneficiary other than the Participant's Spouse may not be
          recalculated.

          (1)  If the Participant's Spouse is not the designated Beneficiary,
               the method of distribution selected must assure that at least 50%
               of the present value of the amount available for distribution is
               paid within the life expectancy of the Participant.

          (2)  For calendar years beginning after December 31, 1988, the amount
               to be distributed each year, beginning with distributions for the
               first distribution calendar year, shall not be less than the
               quotient obtained by dividing the Participant's benefit by the
               lesser of (1) the applicable life expectancy or (2) if the
               Participant's Spouse is not the designated Beneficiary, the
               applicable divisor determined from the table set forth in Q&A-4
               of section 1.401(a)(9)-2 of the Income Tax Regulations.
               Distributions after the death of the Participant shall be
               distributed using the applicable life expectancy in subsection

                                       44
<PAGE>
 
               (d)(1) above as the relevant divisor without regard to
               regulations section 1.401(a)(9)-2.

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

6.6  NON-TRANSFERABLE. The Participant's right to any Annuity payments,
     benefits, and refunds is not transferable and shall be free from the claims
     of all creditors to the fullest extent permitted by law.

6.7  DEATH DISTRIBUTION PROVISIONS. If the Participant dies before distribution
     of his Vested Interest commences, the following provisions shall apply:

     (A)  If a distribution is to be made to a Beneficiary other than the
          Surviving Spouse:

          (1)  If the present value of the Participant's Vested Interest exceeds
               (or at the time of any prior distribution exceeded) $3,500,
               unless the Beneficiary elects another form of distribution, that
               portion of the Participant's Vested Interest payable to the
               Beneficiary will be distributed in the form of a single sum cash
               payment within a reasonable period of time after the Plan
               Administrator is notified of the Participant's death.

          (2)  If the present value of the Participant's Vested Interest is
               $3,500 or less at the time it becomes payable, the distribution
               shall always be made in the form of a single sum cash payment and
               shall be paid within a reasonable period of time after the Plan
               Administrator is notified of the Participant's death.

     (B)  If the distribution is to be made to a Beneficiary who is the
          Surviving Spouse, such distribution will be made in accordance with
          the following:

          (1)  If the present value of the Participant's Vested Interest exceeds
               (or at the time of any prior distribution exceeded) $3,500 and is
               immediately distributable (as defined in Section 8.5), the
               surviving spouse must consent to the distribution before it is
               made. If the Surviving Spouse does not consent to a distribution,
               all benefits shall be deferred to a date that complies with the
               terms of Section 6.8 (B).

               The distribution shall be made in accordance with the provisions
               of Section 8.3.

          (2)  If the present value of the Participant's Vested Interest payable
               to the Surviving Spouse is $3,500 or less at the time it becomes
               payable, the distribution shall always be made in the form of a
               single sum cash payment and shall be paid within a reasonable
               period of time after the Plan Administrator is notified of the
               Participant's death.

6.8  DEATH DISTRIBUTION COMMENCEMENT DATE. Upon the death of the Participant,
     the following distribution provisions shall take effect:

     (A)  If the Participant dies after distribution of his entire Vested
          Interest has commenced, the remaining portion of such Vested Interest
          will continue to be distributed at least as rapidly as under the
          method of distribution being used prior to the Participant's death.

                                       45
<PAGE>
 
          In no event shall distribution of the Participant's remaining Vested
          Interest be made in a lump sum after the Participant's death unless
          such distribution is consented to, in writing, by the Participant's
          Surviving Spouse, if any.

     (B)  If the Participant dies before distribution of his Vested Interest
          commences, the Participant's entire Vested Interest will be
          distributed no later than five years after the Participant's death
          except to the extent that an election is made to receive distributions
          in accordance with (1) or (2) below:

          (1)  If any portion of the Participant's Vested Interest is payable to
               a designated Beneficiary, distributions may be made in
               substantially equal installments over the life or life expectancy
               of the designated Beneficiary (or over a period not extending
               beyond the life expectancy of such Beneficiary), commencing no
               later than one year after the Participant's death;

          (2)  If the designated Beneficiary is the Participant's Surviving
               Spouse, the date distributions are required to begin in
               accordance with (1) above shall not be earlier than the date on
               which the Participant would have attained age 70-1/2.  However,
               the Surviving Spouse may elect, at any time following the
               Participant's death, to defer the date on which distributions
               will begin until no later than the date on which the Participant
               would have attained age 70-1/2 and, if the Spouse dies before
               payments begin, subsequent distributions shall be made as if the
               Spouse had been the Participant.

     (C)  For purposes of (B) above, payments will be calculated by use of the
          return multiples specified in section 1.72-9 of the Income Tax
          Regulations.  Life expectancy of a Surviving Spouse may be
          recalculated annually; however, in the case of any other designated
          Beneficiary, such life expectancy will be calculated at the time
          payment first commences without further recalculation.

     (D)  For purposes of this Section (Death Distribution Commencement Date)
          any amount paid to a child of the Participant will be treated as if it
          had been paid to the Surviving Spouse if the amount becomes payable to
          the Surviving Spouse when the child reaches the age of majority.

6.9  TRANSITIONAL RULE.

     (A)  Notwithstanding the other requirements of this Article and subject to
          the requirements of Article VIII, distribution on behalf of any
          Employee may be made in accordance with all of the following
          requirements (regardless of when such distribution commences):

          (1)  The distribution by the Plan is one which would not have
               disqualified such Plan under Internal Revenue Code section
               401(a)(9) as in effect prior to amendment by the Deficit
               Reduction Act of 1984.

          (2)  The distribution is in accordance with a method of distribution
               designated by the Employee whose interest in the trust is being
               distributed or, if the Employee is deceased, by a Beneficiary of
               such Employee.

          (3)  Such designation was in writing, was signed by the Employee or
               the Beneficiary, and was made before January 1, 1984.

                                       46
<PAGE>
 
          (4)  The Employee had accrued a benefit under the Plan as of December
               31, 1983.

          (5)  The method of distribution designated by the Employee or the
               Beneficiary specifies the time at which distribution will
               commence, the period over which distributions will be made, and
               in the case of any distribution upon the Employee's death, the
               Beneficiaries of the Employee listed in order of priority.

     (B)  A distribution upon death will not be covered by this Transitional
          Rule unless the information in the designation contains the required
          information described above with respect to the distribution to be
          made upon the death of the Employee.

     (C)  For any distribution which commences before January 1, 1984, but
          continues after December 31, 1983, the Employee or the Beneficiary, to
          whom such distribution is being made, will be presumed to have
          designated the method of distribution under which the distribution is
          being made if the method of distribution was specified in writing and
          the distribution satisfies the requirements in Subsections (A) (1) and
          (A) (5).

     (D)  If a designation is revoked, any subsequent distribution must satisfy
          the requirements of Internal Revenue Code section 401(a)(9) as
          amended.  Any changes in the designation will be considered to be a
          revocation of the designation.  However, the mere substitution or
          addition of another Beneficiary (one not named in the designation)
          under the designation will not be considered to be a revocation of the
          designation, so long as such substitution or addition does not alter
          the period over which distributions are to be made under the
          designation, directly or indirectly (for example, by altering the
          relevant measuring life).


6.10  ALTERNATE PAYEE SPECIAL DISTRIBUTION. Distributions pursuant to Section
      16.8 may be made without regard to the age or employment status of the
      Participant.

                                       47
<PAGE>
 
                                  ARTICLE VI-A
                                DIRECT ROLLOVERS



6A.1 Notwithstanding any provision of the Plan to the contrary that would
     otherwise limit a Distributee's election under this Article, 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, except as otherwise provided by the Employer's
     administrative procedures as permitted by regulations. In addition, a
     Distributee's election of a Direct Rollover shall be subject to the
     following requirements:

     (A)  If the Distributee elects to have only a portion of an Eligible
          Rollover Distribution paid to an Eligible Retirement Plan in a Direct
          Rollover, that portion must be equal to at least $500.

     (B)  If the entire amount of a Distributee's Eligible Rollover Distribution
          is $500 or less, the distribution may not be divided. Instead, the
          entire amount must either be paid to the Distributee or to an Eligible
          Retirement Plan in a Direct Rollover.

     (C)  A Distributee may not elect a Direct Rollover if the Distributee's
          Eligible Rollover Distributions during a year are reasonably expected
          by the Plan Administrator to total less than $200 (or any lower
          minimum amount specified by the Plan Administrator).

     (D)  A Distributee may not elect a Direct Rollover of an Offset Amount.

     (E)  A Distributee's election to make or not make a Direct Rollover with
          respect to one payment in a series of periodic payments shall apply to
          all subsequent payments in the series, except that a Distributee shall
          be permitted at any time to change, with respect to subsequent
          payments in the series of periodic payments, a previous election to
          make or not make a Direct Rollover.  A change of election shall be
          accomplished by the Distributee notifying the Plan Administrator of
          the change.  Such notice must be in the form and manner prescribed by
          the Plan Administrator.

6A.2 Definitions.

     (A)  Direct Rollover:  A Direct Rollover is a payment by the plan to the
          Eligible Retirement Plan specified by the Distributee.

     (B)  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 who is the alternate payee
          under a qualified domestic relations order, as defined in section
          414(p) of the Code, are Distributees with regard to the interest of
          the Spouse or former Spouse.

     (C)  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 

                                       48
<PAGE>
 
          Distribution. However, in the case of an Eligible Rollover
          Distribution to the Surviving Spouse, an Eligible Retirement Plan is
          an individual retirement account or an individual retirement annuity.

     (D)  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: 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; any distribution to the extent such distribution is required
          under section 401(a)(9) of the Code; and the portion of any
          distribution that is not includible in gross income (determined
          without regard to the exclusion for net unrealized appreciation with
          respect to employer securities).

     (E)  Offset Amount:  An Offset Amount is the amount by which a
          Participant's Account is reduced to repay a loan from the Plan
          (including the enforcement of the Plan's security interest in the
          Participant's Account).

                                       49
<PAGE>
 
                                  ARTICLE VII
                              RETIREMENT BENEFITS



7.1  NORMAL RETIREMENT. A Participant who attains his Normal Retirement Age
     shall have a Vesting Percentage of 100%. If a Participant retires from the
     active Service of the Employer on his Normal Retirement Date, he shall be
     entitled to receive a distribution of the entire value of his Participant's
     Account as of his Normal Retirement Date.

7.2  LATE RETIREMENT. A Participant may continue in the Service of the Employer
     after his Normal Retirement Age, and in such event he shall retire on his
     Late Retirement Date. Such Participant shall continue as a Participant
     under this Plan until such Late Retirement Date. The Participant shall have
     a Vesting Percentage of 100% and shall be entitled to receive a
     distribution of the entire value of his Participant's Account as of his
     Late Retirement Date.

7.3  DISABILITY RETIREMENT. A Participant who retires from the Service of the
     Employer on account of Disability shall have a Vesting Percentage of 100%
     and shall be entitled to receive a distribution of the entire value of his
     Participant's Account as of his Disability Retirement Date.

                                       50
<PAGE>
 
                                  ARTICLE VIII
                    JOINT AND SURVIVOR ANNUITY REQUIREMENTS



8.1  GENERAL. The provisions of this Article shall take precedence over any
     conflicting provision in this Plan.

     The provisions of this Article shall apply to any Participant who is
     credited with at least one Hour of Service with the Employer on or after
     August 23, 1984, and such other Participants as provided in Section 8.7.

8.2  PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional form of
     benefit is selected pursuant to a Qualified Election within the ninety-day
     period ending on the first day on which all events have occurred which
     entitle the Participant to a benefit, a married Participant's Vested
     Interest will be paid in the form of a Qualified Joint and Survivor
     Annuity.

     An unmarried Participant will be provided a single Life Annuity unless the
     Participant elects another form of benefit during the applicable Election
     Period.

8.3  PAYMENT OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless an optional
     form of benefit has been selected within the Election Period pursuant to a
     Qualified Election, if a married Participant dies before his Annuity
     Starting Date, then 50% of the Participant's Vested Interest, less the
     amount of any unpaid loan balance outstanding under the terms of Article X-
     A, shall be applied toward the purchase of an immediate Annuity for the
     life of the Surviving Spouse. As an alternative to receiving the benefit in
     this form of an Annuity, the Surviving Spouse may elect to receive a single
     cash payment or any other form of payment provided for in the Plan within a
     reasonable time after the Participant's death.

8.4  DEFINITIONS.

     (A)  Election Period:  The period which begins on the first day of the Plan
          Year in which the Participant attains age 35 and ends on the date of
          the Participant's death.  If a Participant separates from Service
          prior to the first day of the Plan Year in which age 35 is attained,
          with respect to the account balance as of the date of separation, the
          Election Period shall begin on the date of separation.

          A Participant who has not attained age 35 as of the end of a Plan
          Year, may make a special Qualified Election to waive the Qualified
          Preretirement Survivor Annuity for the period beginning on the date of
          such election and ending on the first day of the Plan Year in which
          the Participant will attain age 35. Such election shall not be valid
          unless the Participant receives a written explanation of the Qualified
          Preretirement Survivor Annuity in such terms as are comparable to the
          explanation required under Section 8.6 (A). Qualified Preretirement
          Survivor Annuity coverage will be automatically reinstated as of the
          first day of the Plan Year in which the Participant attains age 35.
          Any new waiver on or after such date shall be subject to the full
          requirements of this Article.

                                       51
<PAGE>
 
     (B)  Qualified Election: A waiver of a Qualified Joint and Survivor Annuity
          or a Qualified Preretirement Survivor Annuity. Any waiver of a
          Qualified Joint and Survivor Annuity or a Qualified Preretirement
          Survivor Annuity shall not be effective unless: (a) the Participant's
          Spouse consents in writing to the election; (b) the election
          designates a specific Beneficiary, including any class of
          Beneficiaries or any contingent Beneficiaries, which may not be
          changed without spousal consent (or the Spouse expressly permits
          designations by the Participant without any further spousal consent);
          (c) the Spouse's consent acknowledges the effect of the election; and
          (d) the Spouse's consent is witnessed by a Plan representative or
          notary public.  Additionally, a Participant's waiver of the Qualified
          Joint and Survivor Annuity shall not be effective unless the election
          designates a form of benefit payment which may not be changed without
          spousal consent (or the Spouse expressly permits designations by the
          Participant without any further spousal consent).  If it is
          established to the satisfaction of a Plan representative that such
          written consent cannot be obtained because:

          (1)  there is no Spouse;

          (2)  the Spouse cannot be located;

          (3)  the Participant is legally separated or has been abandoned within
               the meaning of local law, and the Participant has a court order
               to such effect;

          (4)  of other circumstances as the Secretary of the Treasury may by
               regulations prescribe,

          the Participant's election to waive coverage will be considered a
          Qualified Election.

          Any consent by a Spouse obtained under this provision (or
          establishment that the consent of a Spouse may not be obtained) shall
          be effective only with respect to such Spouse. A consent that permits
          designations by the Participant without any requirement of further
          consent by such Spouse must acknowledge that the Spouse has the right
          to limit consent to a specific Beneficiary, and a specific form of
          benefit where applicable, and that the Spouse voluntarily elects to
          relinquish either or both of such rights. A revocation of a prior
          waiver may be made by a Participant without the consent of the Spouse
          at any time before the commencement of benefits. The number of
          revocations shall not be limited. No consent obtained under this
          provision shall be valid unless the Participant has received notice as
          provided in Section 8.6 below.

     (C)  Qualified Joint and Survivor Annuity:  An immediate Annuity for the
          life of the Participant with a survivor Annuity for the life of the
          Spouse which is not less than 50% and not more than 100% of the amount
          of the Annuity which is payable during the joint lives of the
          Participant and the Spouse and which is the amount of benefit which
          can be purchased with the Participant's entire Vested Interest.  If no
          survivor Annuity percentage has been specified in an election, the
          percentage payable to the Spouse will be 50%.

          Notwithstanding the above paragraph, a Qualified Joint and Survivor
          Annuity for an unmarried Participant shall mean an Annuity for the
          life of the Participant.

     (D)  Qualified Preretirement Survivor Annuity:  A survivor Annuity for the
          life of the Spouse in the amount which can be purchased with 50% of
          the Participant's Vested Interest.  Such Annuity shall be provided
          proportionately from both employer contributions and Employee

                                       52
<PAGE>
 
          Contributions.

     (E)  Spouse (Surviving Spouse):  The Spouse or Surviving Spouse of the
          Participant.  A former Spouse may be treated as the Spouse or
          Surviving Spouse to the extent provided under a Qualified Domestic
          Relations Order as described in Internal Revenue Code section 414(p).

8.5  CONSENT REQUIREMENTS. Only the Participant need consent to the commencement
     of a distribution in the form of a Qualified Joint and Survivor Annuity
     while the account balance is immediately distributable. Neither the consent
     of the Participant nor the Participant's Spouse shall be required to the
     extent that a distribution is required to satisfy section 401(a)(9) or
     section 415 of the Code. An account balance is immediately distributable if
     any part of the account balance could be distributed to the Participant (or
     Surviving Spouse) before the Participant attains (or would have attained if
     not deceased) the later of Normal Retirement Age or age 62.

8.6  NOTICE REQUIREMENTS.

     (A)  In the case of a Qualified Joint and Survivor Annuity as described in
          Section 8.4 (C), the Plan Administrator shall, no less than 30 days
          and no more than 90 days, provide each Participant prior to the
          commencement of benefits a written explanation of:  (i) the terms and
          conditions of a Qualified Joint and Survivor Annuity; (ii) the
          Participant's right to make and the effect of an election to waive the
          Qualified Joint and Survivor Annuity form of benefit; (iii) the rights
          of a Participant's Spouse; (iv) the right to make, and the effect of,
          a revocation of a previous election to waive the Qualified Joint and
          Survivor Annuity; (v) a general description of the eligibility
          conditions and other material features of the optional forms of
          benefit; and (vi) sufficient additional information to explain the
          relative values of the optional forms of benefit available to them
          under this Plan.

     (B)  In the case of a Qualified Preretirement Survivor Annuity as described
          in Section 8.4 (D), the Plan Administrator shall provide each
          Participant within the period beginning on the first day of the Plan
          Year in which the Participant attains age 32 and ending with the close
          of the Plan Year preceding the Plan Year in which the Participant
          attains age 35, a written explanation of the Qualified Preretirement
          Survivor Annuity in such terms and in such manner as would be
          comparable to the explanation provided for meeting the requirements of
          Section 8.6 (A) to a Qualified Joint and Survivor Annuity.

          If a Participant enters the Plan after the first day of the Plan Year
          in which the Participant attained age 32, the Plan Administrator shall
          provide notice no later than the close of the second Plan Year
          succeeding the entry of the Participant in the Plan.

          If a Participant enters the Plan after he has attained age 35, the
          Plan Administrator shall provide notice within a reasonable period of
          time following the entry of the Participant in the Plan.

          If a Participant's Termination of Employment occurs before the
          Participant attains age 35, the Plan Administrator shall provide
          notice within one year of such Termination of Employment.

8.7  TRANSITIONAL RULES.

     (A)  Any living Participant not receiving benefits on August 23, 1984, who
          would otherwise not receive the benefits prescribed by the previous
          Sections of this Article must be given the 

                                       53
<PAGE>
 
          opportunity to elect to have the prior Sections of this Article
          relating to the Qualified Preretirement Survivor Annuity apply if such
          Participant is credited with at least one Hour of Service under this
          Plan or a predecessor plan in a Plan Year beginning on or after
          January 1, 1976, and such Participant had at least 10 Years of Service
          for vesting purposes when he separated from Service.

     (B)  Any living Participant not receiving benefits on August 23, 1984, who
          was credited with at least one Hour of Service under this Plan or a
          predecessor plan on or after September 2, 1974, and who is not
          otherwise credited with any Service in a Plan Year beginning on or
          after January 1, 1976, must be given the opportunity to have his or
          her benefits paid in accordance with Section 8.7 (D).

     (C)  The respective opportunities to elect (as described in Sections 8.7
          (A) and 8.7 (B) above) must be afforded to the appropriate
          Participants during the period commencing on August 23, 1984, and
          ending on the date benefits would otherwise commence to said
          Participants.

     (D)  Any Participant who has elected pursuant to Section 8.7 (B) of this
          Article and any Participant who does not elect under Section 8.7 (A)
          or who meets the requirements of Section 8.7 (A) except that such
          Participant does not have at least 10 Years of Service for vesting
          purposes when he separates from Service, shall have his benefits
          distributed in accordance with all of the following requirements if
          benefits would have been payable in the form of a life annuity:

          (1)  Automatic Joint and Survivor Annuity.  If benefits in the form of
               a life annuity become payable to a married Participant who:

               (a)  begins to receive payments under the Plan on or after Normal
                    Retirement Age; or

               (b)  dies on or after Normal Retirement Age while still working
                    for the Employer; or

               (c)  begins to receive payments on or after the Qualified Early
                    Retirement Age; or

               (d)  separates from Service on or after attaining Normal
                    Retirement Age (or the Qualified Early Retirement Age) and
                    after satisfying the eligibility requirements for the
                    payment of benefits under the Plan and thereafter dies
                    before beginning to receive such benefits; 

                    then such benefits will be received under this Plan in the
                    form of a Qualified Joint and Survivor Annuity, unless the
                    Participant has elected otherwise during the election
                    period. The election period must begin at least six months
                    before the Participant attains Qualified Early Retirement
                    Age and end not more than 90 days before the commencement of
                    benefits. Any election hereunder will be in writing and may
                    be changed by the Participant at any time.

          (2)  Election of Early Survivor Annuity:  A Participant who is
               employed after attaining the Qualified Early Retirement Age will
               be given the opportunity to elect, during the election period, to
               have a survivor annuity payable on death.  If the Participant
               elects the survivor annuity, payments under such Annuity must not
               be less than the payments 

                                       54
<PAGE>
 
               which would have been made to the Spouse under the Qualified
               Joint and Survivor Annuity if the Participant had retired on the
               day before his or her death. Any election under this provision
               will be in writing and may be changed by the Participant at any
               time. The election period begins on the later of (1) the 90th day
               before the Participant attains the Qualified Early Retirement
               Age, or (2) the date on which participation begins, and ends on
               the date the Participant terminates employment.

          (3)  For purposes of this Section 8.7 (D):

               (a)  Qualified Early Retirement Age is the latest of:

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

                    (ii)  the first day of the 120th month beginning before the
                          Participant reaches Normal Retirement Age; or

                    (iii) the date the Participant begins participation.

               (b)  Qualified Joint and Survivor Annuity is an Annuity for the
                    life of the Participant with a survivor annuity for the life
                    of the Spouse as described in Section 8.4 (C).

                                       55
<PAGE>
 
                                   ARTICLE IX
                           TERMINATION OF EMPLOYMENT



9.1  DISTRIBUTION. As of a Participant's Termination of Employment, he shall be
     entitled to receive a distribution of his entire Vested Interest. Such
     distribution shall be further subject to the terms and conditions of
     Article VI.

     If at the time of his Termination of Employment the Participant's Vesting
     Percentage is not 100% and the Participant does not take a distribution
     from the portion of his Vested Interest subject to the Vesting Percentage,
     the non-vested portion of his Participant's Account will become a
     Forfeiture upon the date the Participant incurs five consecutive One-Year
     Breaks in Service.

     If at the time of his Termination of Employment the Participant's Vesting
     Percentage is not 100% and such Participant does take a distribution from
     the portion of his Vested Interest subject to the Vesting Percentage, or if
     the Participant's Vesting Percentage is 0%, the non-vested portion of his
     Participant's Account will become a Forfeiture upon the date such
     terminated Participant incurs a One-Year Break in Service.

     If the Participant, whose non-vested portion of his Participant's Account
     became a Forfeiture in accordance with the terms of the preceding
     paragraph, is later rehired by the Employer and re-enrolls in the Plan,
     Subsection (A), (B) or (C) below, as applicable, will apply:

     (A)  If the Participant was 0% vested at his Termination of Employment and
          did not incur five consecutive One-Year Breaks in Service after such
          date, the amount which became a Forfeiture, if any, shall be restored
          by the Employer at the time such Participant re-enrolls in the Plan.
          The Forfeiture, so restored, shall be included as part of that portion
          of his Participant's Account subject to the Vesting Percentage.

     (B)  If the Participant's Vesting Percentage was not 100% at his
          Termination of Employment and if the Participant did not incur five
          consecutive One-Year Breaks in Service after such date, the
          Participant shall be entitled to repay the portion of the distribution
          made at his Termination of Employment derived from Employer
          Contributions.  The portion of the repayment that is attributable to
          amounts that were subject to the Vesting Percentage will no longer be
          considered a distribution for purposes of determining the
          Participant's Vested Interest.  The repayment of such portion must be
          made before the Participant has incurred five consecutive One-Year
          Breaks in Service following the date he received the distribution or
          five years after the Participant is rehired by the Employer, whichever
          is earlier.

          If the Participant elects to make such repayment, the amount which
          became a Forfeiture, if any, shall be restored by the Employer at the
          same time such repayment is made. The Forfeiture, so restored, and the
          repayment shall be included as part of that portion of his
          Participant's Account subject to the Vesting Percentage. However, if
          the Participant does not elect to repay the distribution made in
          accordance with this Article within the period of time specified
          above, that Forfeiture shall remain a Forfeiture.

                                       56
<PAGE>
 
     (C)  If the Participant had incurred five consecutive One-Year Breaks in
          Service after his Termination of Employment, the amount which became a
          Forfeiture shall remain a Forfeiture and such Participant shall be
          prohibited from repaying a distribution made at his Termination of
          Employment.

9.2  NO FURTHER RIGHTS OR INTEREST. A Participant shall have no further interest
     in or any rights to any portion of his Participant's Account that becomes a
     Forfeiture due to his Termination of Employment once the Participant incurs
     five consecutive One-Year Breaks in Service in accordance with Article II.

9.3  APPLICATION OF FORFEITURES. Any Forfeiture arising in accordance with the
     provisions of Section 9.1 shall be used by the Employer to reduce and in
     lieu of the contributions made by the Employer next due under Article IV,
     or to pay Plan expenses, at the earliest opportunity after such Forfeiture
     becomes available.

     The provisions of the preceding sentence notwithstanding, in the event that
     a former Participant is rehired by the Employer and the Employer is
     required by the provisions of Section 9.1 of this Plan to restore the
     amount of a separate account that had been created upon such Participant's
     prior Termination of Employment and later forfeited, Forfeitures, if any,
     will first be used to restore such separate account to its value as of such
     Participant's prior Termination of Employment date. In the event that the
     available Forfeitures are not sufficient to make such restoration, the
     Employer will make an additional contribution sufficient to make such
     restoration.

                                       57
<PAGE>
 
                                   ARTICLE X
                                  WITHDRAWALS



10.1  WITHDRAWAL AFTER AGE 59-1/2. A Participant who has attained age 59-1/2,
      may elect to withdraw from his Participant's Account, at any time, an
      amount which is equal to any whole percentage (not exceeding 100%) of his
      Vested Interest in his Participant's Account attributable to:

      . Elective Deferral Contributions, including earnings.

10.2  WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF ELECTIVE DEFERRAL
      CONTRIBUTIONS. Distributions of Elective Deferral Contributions may be
      made to a Participant in the event of a hardship. For purposes of this
      section, a distribution is made on account of hardship only if the
      distribution is made both on account of an immediate and heavy financial
      need of the Employee and is necessary to satisfy the financial need. In
      addition, for Plan Years beginning after December 31, 1988 any
      distribution on account of hardship shall be limited to the distributable
      amount described in paragraph (C) of this section.

      (A)  The following are the only financial needs considered immediate and
           heavy for purposes of this section:

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

           (2)  Payment of tuition and related educational fees for the next 12
                months of post-secondary education for the Employee, his Spouse,
                children, or dependents (as defined in section 152 of the Code);

           (3)  Costs directly related to the purchase of a principal residence
                for the Employee (excluding mortgage payments); or

           (4)  Payments necessary to prevent the eviction of the Employee from
                the Employee's principal residence or foreclosure on the
                mortgage on that residence.

      (B)  The Participant shall specify on the application for a hardship
           withdrawal whether the Participant elects the provision of (1) or (2)
           below to be used in determining the necessity of the hardship.

           (1)  A distribution will be considered as necessary to satisfy an
                immediate and heavy financial need of the Employee only if all
                of the following requirements are satisfied:

                (a)  The hardship distribution is not in excess of the amount of
                     the immediate and heavy financial need of the Employee. The
                     amount of an immediate and heavy financial need may include
                     the amounts necessary to apply any federal, state, or 

                                       58
<PAGE>
 
                     local income taxes or penalties reasonably anticipated to
                     result from the distribution.

                (b)  The Employee had obtained all distributions, other than
                     hardship distributions, and all nontaxable (at the time of
                     the loan) loans currently available under all plans
                     maintained by the Employer.

                (c)  The Employee is suspended from making Elective Deferral
                     Contributions and Employee Contributions to the Plan for at
                     least 12 months after receipt of the hardship distribution
                     In addition, the Employee must be prohibited under the
                     terms of the plan or an otherwise enforceable agreement
                     from making Elective Deferral Contributions and Employee
                     Contributions to all other plans maintained by the Employer
                     for at least 12 months after receipt of the hardship
                     distribution.

                     For this purpose, the phrase "all other plans of the
                     Employer" means all qualified and nonqualified plans of
                     deferred compensation maintained by the Employer. The
                     phrase includes a stock option, stock purchase, or similar
                     plan, or a cash or deferred arrangement that is part of a
                     cafeteria plan within the meaning of section 125 of the
                     Code. However, it does not include the mandatory employee
                     contribution part of a defined benefit plan. It also does
                     not include a health or welfare benefit plan, including one
                     that is part of a cafeteria plan within the meaning of
                     section 125 of the Code.

                (d)  The Employee may not make Elective Deferral Contributions
                     to the Plan for the Employee's taxable year immediately
                     following the taxable year of the hardship distribution in
                     excess of the applicable limit under section 402(g) of the
                     Code for such taxable year less the amount of such
                     Employee's Elective Deferral Contributions for the taxable
                     year of the hardship distribution. In addition, all other
                     plans maintained by the Employer must limit the Employee's
                     Elective Deferral Contributions for the next taxable year
                     to the applicable limit under section 402(g) of the Code
                     for that year minus the Employee's Elective Deferral
                     Contributions for the year of the hardship distribution.

           (2)  A distribution will be treated as necessary to satisfy a
                financial need if the Employer relies upon the Employee's
                written representation, unless the Employer has actual knowledge
                to the contrary, that the need cannot reasonably be relieved:

                (a)  Through reimbursement or compensation by insurance or
                     otherwise;

                (b)  By liquidation of the Employee's assets;

                (c)  By cessation of Elective Deferral Contributions or Employee
                     Contributions under the Plan; or

                (d)  By other distributions or nontaxable (at the time of the
                     loan) loans from plans maintained by the Employer or by any
                     other employer, or by borrowing from commercial sources on
                     reasonable commercial terms in an amount sufficient to
                     satisfy the need.

                                       59
<PAGE>
 
                A need cannot reasonably be relieved by one of the actions
                listed above if the effect would be to increase the amount of
                the need.

                The amount of an immediate and heavy financial need may include
                any amounts necessary to pay any federal, state, or local income
                taxes or penalties reasonably anticipated to result from the
                distribution.

      (C)  The distributable amount is equal to the Employee's total Elective
           Deferral Contribution as of the date of distribution, reduced by the
           amount of previous distributions of Elective Deferral Contributions
           on account of hardship. The Employee's total Elective Deferral
           Contributions shall be increased by income allocable to Elective
           Deferral Contributions. In the case of income allocable to Elective
           Deferral Contributions, the distributable amount may only include
           amounts that were credited to the Employee's Account as of December
           31, 1988.

10.3  WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS. A Participant may elect to
      withdraw from his Participant's Account, once every 12-consecutive months,
      an amount equal to any whole percentage (not exceeding 100%) of his Vested
      Interest in his Participant's Account attributable to the value of his
      Employee Contributions, including earnings.

10.4  WITHDRAWAL OF ROLLOVER CONTRIBUTIONS. Once during a Plan Year a
      Participant may elect to withdraw from his Participant's Account an amount
      up to 100% of the value of that portion of his account attributable to his
      Rollover Contributions as defined in Article IV. Such an election shall
      become effective in accordance with the Notification Section below.

10.5  NOTIFICATION. The Participant shall notify the Administrator in writing of
      his election to make a withdrawal under the preceding provisions of this
      Article X. Any such election shall be effective as of the date specified
      in such notice, which date must be at least 15 days after such notice is
      filed. Payment of the withdrawal shall be subject to the terms and
      conditions of Article VI.

10.6  NON-REPAYMENT. Withdrawals made in accordance with this Article X may not
      be repaid.

10.7  SPOUSAL CONSENT TO WITHDRAWAL. Prior to obtaining a withdrawal in
      accordance with this Article X, a married Participant must obtain spousal
      consent in accordance with the provisions of Article VIII.

                                       60
<PAGE>
 
                                  ARTICLE X-A
                                     LOANS



10A.1 LOANS TO PARTICIPANTS.  The Plan Administrator may make a bona fide loan
      to a Participant, in an amount which, when added to the outstanding
      balance of all other loans to the Participant from all qualified plans of
      the Employer, does not exceed the lesser of $50,000 reduced by the excess
      of the Participant's highest outstanding loan balance during the 12 months
      preceding the date on which the loan is made over the outstanding loan
      balance on the date the new loan is made, or 50% of the Participant's
      Vested Interest in his Participant's Account.

      The loan shall be made under such terms, security interest, and conditions
      as the Plan Administrator deems appropriate, provided, however, that all
      loans granted hereunder:

      (A)  are available to all Participants and Beneficiaries, who are parties-
           in-interest pursuant to section 3(14) of ERISA, on a reasonably
           equivalent basis;

      (B)  are not made available to Highly Compensated Employees on a basis
           greater than the basis made available to other Employees;

      (C)  bear a reasonable rate of interest;

      (D)  are adequately secured;

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

      (F)  are made in accordance with and subject to all of the provisions of
           this Article.

10A.2 LOAN PROCEDURES.  The Plan Administrator shall establish a written set of
      procedures, set forth in the summary plan description, by which all loans
      will be administered. Such rules, which are incorporated herein by
      reference, will include, but not be limited to, the following:

      (A)  the person or persons authorized to administer the loan program,
           identified by name or position;

      (B)  the loan application procedure;

      (C)  the basis for approving or denying loans;

                                       61
<PAGE>
 
      (D)  any limits on the types of loans permitted;

      (E)  the procedure for determining a "reasonable" interest rate;

      (F)  acceptable collateral;

      (G)  default conditions; and

      (H)  steps which will be taken to preserve Plan assets in the event of
           default.

                                       62
<PAGE>
 
                                   ARTICLE XI
                     FIDUCIARY DUTIES AND RESPONSIBILITIES



11.1 GENERAL FIDUCIARY STANDARD OF CONDUCT. Each Fiduciary of the Plan shall
     discharge his duties hereunder solely in the interest of the Participants
     and their Beneficiaries and for the exclusive purpose of providing benefits
     to Participants and their Beneficiaries and defraying reasonable expenses
     of administering the Plan. Each Fiduciary shall act with the care, skill,
     prudence, and diligence under the circumstances that a prudent man acting
     in a like capacity and familiar with such matters would use in conducting
     an enterprise of like character and with like aims, in accordance with the
     documents and instruments governing this Plan, insofar as such documents
     and instruments are consistent with this standard.

11.2 SERVICE IN MULTIPLE CAPACITIES. Any Person or group of persons may serve in
     more than one fiduciary capacity with respect to this Plan.

11.3 LIMITATIONS ON FIDUCIARY LIABILITY. Nothing in this Plan shall be construed
     to prevent any Fiduciary from receiving any benefit to which he may be
     entitled as a Participant or Beneficiary in this Plan, so long as the
     benefit is computed and paid on a basis which is consistent with the terms
     of this Plan as applied to all other Participants and Beneficiaries. Nor
     shall this Plan be interpreted to prevent any Fiduciary from receiving any
     reasonable compensation for services rendered, or for the reimbursement of
     expenses properly and actually incurred in the performance of his duties
     with the Plan; except that no Person so serving who already receives full-
     time pay from an Employer shall receive compensation from this Plan, except
     for reimbursement of expenses properly and actually incurred.

11.4 INVESTMENT MANAGER. When an Investment Manager has been appointed he, is
     required to acknowledge in writing that he has undertaken a Fiduciary
     responsibility with respect to the Plan.

                                       63
<PAGE>
 
                                  ARTICLE XII
                               THE ADMINISTRATOR



12.1 DESIGNATION AND ACCEPTANCE. The Employer shall designate a person or
     persons to serve as Administrator under the Plan and such person, by
     joining in the execution of this Plan and Trust Agreement accepts such
     appointment and agrees to act in accordance with the terms of the Plan.

12.2 DUTIES AND AUTHORITY. The Administrator shall administer the Plan in a
     nondiscriminatory manner for the exclusive benefit of Participants and
     their Beneficiaries.

     The Administrator shall perform all such duties as are necessary to
     operate, administer, and manage the Plan in accordance with the terms
     thereof, including but not limited to the following:

     (A)  To determine all questions relating to a Participant's coverage under
          the Plan;

     (B)  To maintain all necessary records for the administration of the Plan;

     (C)  To compute and authorize the payment of retirement income and other
          benefit payments to eligible Participants and Beneficiaries;

     (D)  To interpret and construe the provisions of the Plan and to make
          regulations which are not inconsistent with the terms thereof; and

     (E)  To advise or assist Participants regarding any rights, benefits, or
          elections available under the Plan.

     The Administrator shall take all such actions as are necessary to operate,
     administer, and manage the Plan as a retirement program which is at all
     times in full compliance with any law or regulation affecting this Plan.

     The Administrator may allocate certain specified duties of plan
     administration to an individual or group of individuals who, with respect
     to such duties, shall have all reasonable powers necessary or appropriate
     to accomplish them.

12.3 EXPENSES AND COMPENSATION. All expenses of administration may be paid out
     of the Trust fund unless paid by the Employer. Such expenses shall include
     any expenses incident to the functioning of the Administrator, including,
     but not limited to, fees of accountants, counsel, and other specialists and
     their agents, and other costs of administering the Plan. Until paid, the
     expenses shall constitute a liability of the Trust fund. However, the
     Employer may reimburse the Trust fund for any administration expense
     incurred. Any administration expense paid to the Trust fund as a
     reimbursement shall not be considered an Employer Contribution. Nothing
     shall prevent the Administrator from receiving reasonable compensation for
     services rendered in administering this Plan, unless the Administrator
     already receives full-time pay from any Employer adopting the Plan.

12.4 INFORMATION FROM EMPLOYER.  To enable the Administrator to perform his
     functions, the 

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<PAGE>
 
     Employer shall supply full and timely information to the Administrator on
     all matters relating to this Plan as the Administrator may require.

12.5 ADMINISTRATIVE COMMITTEE; MULTIPLE SIGNATURES. In the event that more than
     one person has been duly nominated to serve on the Administrative Committee
     and has signified in writing the acceptance of such designation, the
     signature(s) of one or more persons may be accepted by an interested party
     as conclusive evidence that the Administrative Committee has duly
     authorized the action therein set forth and as representing the will of and
     binding upon the whole Administrative Committee. No person receiving such
     documents or written instructions and acting in good faith and in reliance
     thereon shall be obliged to ascertain the validity of such action under the
     terms of this Plan and Trust. The Administrative Committee shall act by a
     majority of its members at the time in office and such action may be taken
     either by a vote at a meeting or in writing without a meeting.

12.6 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. The Administrator, or
     any member of the Administrative Committee, may resign at any time by
     delivering to the Employer a written notice of resignation, to take effect
     at a date specified therein, which shall not be less than 30 days after the
     delivery thereof, unless such notice shall be waived.

     The Administrator may be removed with or without cause by the Employer by
     delivery of written notice of removal, to take effect at a date specified
     therein, which shall be not less than 30 days after delivery thereof,
     unless such notice shall be waived.

     The Employer, upon receipt of or giving notice of the resignation or
     removal of the Administrator, shall promptly designate a successor
     Administrator who must signify acceptance of this position in writing. In
     the event no successor is appointed, the Board of Directors of the Employer
     will function as the Administrative Committee until a new Administrator has
     been appointed and has accepted such appointment.

12.7 INVESTMENT MANAGER. The Administrator may appoint, in writing, an
     Investment Manager or Managers to whom is delegated the authority to
     manage, acquire, invest, or dispose of all or any part of the Trust assets.
     With regard to the assets entrusted to his care, the Investment Manager
     shall provide written instructions and directions to the Trustee, who shall
     in turn be entitled to rely upon such written direction. This appointment
     and delegation shall be evidenced by a signed written agreement.

12.8 DELEGATION OF DUTIES. The Administrator shall have the power, to the extent
     permitted by law, to delegate the performance of such Fiduciary and non-
     Fiduciary duties, responsibilities, and functions as the Administrator
     shall deem advisable for the proper management and administration of the
     Plan in the best interests of the Participants and their Beneficiaries.

                                       65
<PAGE>
 
                                  ARTICLE XIII
                              PARTICIPANTS' RIGHTS



13.1  GENERAL RIGHTS OF PARTICIPANTS AND BENEFICIARIES.  The Plan is established
      and the Trust assets are held for the exclusive purpose of providing
      benefits for such Employees and their Beneficiaries as have qualified to
      participate under the terms of the Plan.

13.2  FILING A CLAIM FOR BENEFITS.  A Participant or Beneficiary or the Employer
      acting in his behalf, shall notify the Administrator of a claim of
      benefits under the Plan.  Such request shall be in writing to the
      Administrator and shall set forth the basis of such claim and shall
      authorize the Administrator to conduct such examinations as may be
      necessary to determine the validity of the claim and to take such steps as
      may be necessary to facilitate the payment of any benefits to which the
      Participant or Beneficiary may be entitled under the terms of the Plan.

      A decision by the Administrator shall be made promptly and not later than
      90 days after the Administrator's receipt of the claim of benefits under
      the Plan, unless special circumstances require an extension of the time
      for processing, in which case a decision shall be rendered as soon as
      possible, but not later than 180 days after the initial receipt of the
      claim of benefits.

13.3  DENIAL OF CLAIM.  Whenever a claim for benefits by any Participant or
      Beneficiary has been denied by a Plan Administrator, a written notice,
      prepared in a manner calculated to be understood by the Participant, must
      be provided, setting forth (1) the specific reasons for the denial; (2)
      the 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 (4) an explanation of the
      Plan's claim review procedure.

13.4  REMEDIES AVAILABLE TO PARTICIPANTS.  A Participant or Beneficiary may (1)
      request a review by a Named Fiduciary, other than the Administrator, upon
      written application to the Plan; (2) review pertinent Plan documents; and
      (3) submit issues and comments in writing to a Named Fiduciary.  A
      Participant or Beneficiary shall have 60 days after receipt by the
      claimant of written notification of a denial of a claim to request a
      review of a denied claim.

      A decision by a Named Fiduciary shall be made promptly and not later than
      60 days after the Named Fiduciary's receipt of a request for review,
      unless special circumstances require an extension of the time for
      processing, in which case a decision shall be rendered as soon as
      possible, but not later than 120 days after receipt of a request for
      review.  The decision on review by a Named Fiduciary shall be in writing
      and shall include specific reasons for the decision, written in a manner
      calculated to be understood by the claimant, and specific references to
      the pertinent Plan provisions on which the decision is based.

      A Participant or Beneficiary shall be entitled, either in his own name or
      in conjunction with any other interested parties, to bring such actions in
      law or equity or to undertake such administrative actions or to seek such
      relief as may be necessary or appropriate to compel the disclosure of any
      required information, to enforce or protect his rights, to recover present
      benefits due to him, or to clarify his rights to future benefits under the
      Plan.

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<PAGE>
 
13.5  REINSTATEMENT OF BENEFIT.  In the event any portion of a distribution
      which is payable to a Participant or a Beneficiary shall remain unpaid on
      account of the inability of the Plan Administrator, after diligent effort,
      to locate such Participant or Beneficiary, the amount so distributable
      shall be treated as a Forfeiture under the Plan.  If a claim is made by
      the Participant or Beneficiary for any benefit forfeited under this
      section, such benefit shall be reinstated.

13.6  LIMITATION OF RIGHTS.  Participation hereunder shall not grant any
      Participant the right to be retained in the Service of the Employer or any
      other rights or interest in the Plan or Trust fund other than those
      specifically herein set forth.

13.7  PARTICIPANT CONTRIBUTIONS. Each Participant, regardless of his length of
      Service with the Employer, shall be fully vested (100%) at all times in
      any portion of his Participant's Account attributable to the following:

      .    Employee Contributions

      .    Rollover Contributions.

13.8  MERGERS OR TRANSFERS.  In the case of any merger or consolidation with or
      transfer of assets or liabilities to any other qualified plan after
      September 2, 1974, the following conditions must be met:

      (A)  The sum of the account balances in each plan shall equal the fair
           market value (determined as of the date of the merger or transfer as
           if the plans had then terminated) of the entire plan assets.

      (B)  The assets of each plan shall be combined to form the assets of the
           plan as merged (or transferred).

      (C)  Immediately after the merger (or transfer), each Participant in the
           plan merged (or transferred) shall have an account balance equal to
           the sum of the account balances the Participant had in the plans
           immediately prior to the merger (or transfer).

      (D)  Immediately after the merger (or transfer) each Participant in the
           plan merged (or transferred) shall be entitled to the same optional
           benefit forms as he was entitled to immediately prior to the merger
           (or transfer).

      In the case of any merger or consolidation with or transfer of assets or
      liabilities to any defined benefit plan after September 2, 1974, one of
      the plans before such merger, consolidation, or transfer shall be
      converted into the other type of plan and either the rules described
      above, applicable to the merger of two defined contribution plans, or the
      rules applicable to the merger of two defined benefit plans, as
      appropriate, shall be applied.

13.9  PARTICIPANT'S ACCOUNT AND VALUATION. A Participant's Account shall be
      maintained on behalf of each Participant until such account is distributed
      in accordance with the terms of this Plan. At least once per year, as of
      the last day of the Plan Year, each Participant's Account shall be
      adjusted for any earnings, gains, losses, contributions, withdrawals,
      loans, and expenses, attributable to such Plan Year, in order to obtain a
      new valuation of the Participant's Account.

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<PAGE>
 
13.10 INVESTMENT OF CONTRIBUTIONS.  Each Participant and/or Beneficiary shall
      have the exclusive authority to direct the investment of contributions
      made to his Participant's Account.  In accordance with the procedures
      established by the Plan Administrator, the Participant and/or Beneficiary
      shall elect to have a specified percentage invested in one or more
      investment funds, as long as the designated percentage for each fund is a
      whole number, and the sum of the percentages allocated is equal to 100%.
      In addition, the Participant and/or Beneficiary may change such election
      at any time. All investment changes are subject to the rules of the
      investment fund(s) in which the Participant's Account is or is to be
      invested.

13.11 TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant and/or Beneficiary may
      designate amounts invested pursuant to the section above to be transferred
      between the investment funds once every 30 days in accordance with the
      procedures established by the Plan Administrator.

      Notwithstanding the above, the transfer of amounts between investment
      funds shall be subject to the rules of the investment funds in which the
      Participant's Account is invested or is to be invested.

                                       68
<PAGE>
 
                                  ARTICLE XIV
                      AMENDMENT OR TERMINATION OF THE PLAN



14.1 AMENDMENT OF PLAN. The Employer shall have the right from time to time to
     modify or amend, in whole or in part, any or all provisions of the Plan,
     provided that a Board of Directors' resolution pursuant to such
     modification or amendment shall first be adopted and provided further that
     the modification or amendment is signed by the Employer, the Administrator
     and the Trustee. Upon any such modification or amendment the Administrator
     and the Trustee shall be furnished a copy thereof. No amendment shall
     deprive any Participant or Beneficiary of any Vested Interest hereunder.
     Any Participant having not less than three Years of Service shall be
     permitted to elect, in writing, to have his Vesting Percentage computed
     under the Plan without regard to such amendment.

     The period during which the election must be made by the Participant shall
     begin no later than the date the Plan Amendment is adopted and end no later
     than after the latest of the following dates:

     (A)  The date which is 60 days after the day the amendment is adopted; or

     (B)  The date which is 60 days after the day the amendment becomes
          effective; or

     (C)  The date which is 60 days after the day the Participant is issued
          written notice of the amendment by the Employer or Administrator.

     Such written election by a Participant shall be made to the Administrator.

     No amendment to the Plan shall decrease a Participant's Account balance or
     eliminate an optional form of distribution.  Notwithstanding the preceding
     sentence, a Participant's Account balance may be reduced to the extent
     permitted under Internal Revenue Code section 412(c)(8).  Furthermore, no
     amendment to the Plan shall have the effect of decreasing a Participant's
     Vested Interest determined without regard to such amendment as of the later
     of the date such amendment is adopted or the date it becomes effective.

14.2 CONDITIONS OF AMENDMENT. The Employer shall not make any amendment which
     would cause the Plan to lose its status as a qualified plan within the
     meaning of section 401(a) of the Code.

14.3 TERMINATION OF THE PLAN. The Employer intends to continue the Plan
     indefinitely for the benefit of its Employees, but reserves the right to
     terminate the Plan at any time by resolution of its Board of Directors.
     Upon such termination, the liability of the Employer to make contributions
     hereunder shall terminate.

14.4 FULL VESTING. Upon the termination or partial termination of the Plan, or
     upon complete discontinuance of Employer contributions, the rights of all
     affected Participants in and to the amounts credited to each such
     Participant's Account shall be 100% vested and nonforfeitable.

14.5 DISTRIBUTIONS UPON PLAN TERMINATION. If this Plan is terminated and the
     Employer does not maintain or establish another defined contribution plan,
     pursuant to Code section 401(k)(10)(A)(i), 

                                       69
<PAGE>
 
     each Participant shall receive a total distribution, in the form of a lump-
     sum distribution as defined in Code section 401(k)(10)(B)(ii), of his
     Participant's Account in accordance with the terms and conditions of
     Article VI.

     However, if this Plan is terminated and the Employer does maintain or
     establish another defined contribution plan as discussed in the above
     paragraph, or if the Plan is only partially terminated, each Participant
     shall receive a total distribution of his Participant's Account, excluding
     any amounts attributable to Elective Deferral Contributions and
     contributions made by the Employer designated as 401(k) contributions in
     accordance with the terms and conditions of Article VI. In such a
     situation, any amounts in a Participant's Account attributable to Elective
     Deferral Contributions and contributions made by the Employer designated as
     401(k) contributions may be distributed only upon the occurrence of an
     event described in Article VI.

     No Participant and/or spousal consent will be required for a distribution
     where no successor plan exists. However, if the Employer does maintain a
     successor plan, Participant and/or spousal consent is required for a
     distribution exceeding $3,500. The Participant's Account will be
     transferred to such successor plan if the required consents are not
     received.

14.6 APPLICATION OF FORFEITURES. Upon the termination of the Plan, any
     Forfeitures which have not been applied as of such termination to reduce
     the contribution made by the Employer shall be credited on a pro rata basis
     to the Participant's Account of the then Active Participants in the same
     manner as the last contribution made by the Employer under the Plan.

14.7 APPROVAL BY THE INTERNAL REVENUE SERVICE. Notwithstanding any other
     provisions of this Plan, the Employer's adoption of this Plan is subject to
     the condition precedent that the Employer's Plan shall be approved and
     qualified by the Internal Revenue Service as meeting the requirements of
     section 401(a) of the Internal Revenue Code and that the Trust established
     hereunder shall be entitled to exemption under the provisions of section
     501(a). In the event the Plan initially fails to qualify and the Internal
     Revenue Service issues a final ruling that the Employer's Plan or Trust
     fails to so qualify as of the Effective Date, all liability of the Employer
     to make further contributions hereunder shall cease. The Plan
     Administrator, Trustee and any other Named Fiduciary shall be notified
     immediately by the Employer, in writing, of such failure to qualify. Upon
     such notification, the value of the Participants' Accounts shall be
     distributed in cash to the Employer, subject to the terms and conditions of
     Article VI.

     That portion of such distribution which is attributable to Participant
     Contributions as specified in Section 13.7, if any, shall be paid to the
     Participant, and the balance of such distribution shall be paid to the
     Employer.

14.8 SUBSEQUENT UNFAVORABLE DETERMINATION. If the Employer is notified
     subsequent to initial favorable qualification that the Plan is no longer
     qualified within the meaning of section 401(a) of the Internal Revenue
     Code, or that the Trust is no longer entitled to exemption under the
     provisions of section 501(a), and if the Employer shall fail within a
     reasonable time to make any necessary changes in order that the Plan and/or
     Trust shall so qualify, the Participants' Accounts shall be fully vested
     and nonforfeitable and shall be disposed of as if the Plan had terminated,
     in the manner set forth in this Article XIV.

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<PAGE>
 
                                   ARTICLE XV
                             SUBSTITUTION OF PLANS



15.1 SUBSTITUTION OF PLANS. Subject to the provisions of Section 13.8 the
     Employer may substitute an individually designed plan or a master or
     prototype plan for this Plan without terminating this Plan as embodied
     herein and this shall be deemed to constitute an amendment and restatement
     in its entirety of this Plan as heretofore adopted by the Employer;
     provided, however, that the Employer shall have certified to the Trustee
     that this Plan is being continued on a restated basis which meets the
     requirements of section 401(a) of the Internal Revenue Code and ERISA.

15.2 TRANSFER OF ASSETS. Upon 90 days' written notification from he the Employer
     and the Trustee that a different plan meeting the requirements set forth in
     Section 15.1 above has been executed and entered into by the Administrator
     and the Employer, and after the Trustee has been furnished the Employer's
     certification in writing that the Employer intends to continue the Plan as
     a qualified Plan under section 401(a) of the Internal Revenue Code and
     ERISA, assets which represent the value of all Participant's Accounts may
     be transferred in accordance with the instructions received from or on
     behalf of the Employer. The Trustee may rely fully on the representations
     or directions of the Employer with respect to any such transfer and shall
     be fully protected and discharged with respect to any such transfer made in
     accordance with such representations, instructions, or directions.

                                       71
<PAGE>
 
                                  ARTICLE XVI
                                 MISCELLANEOUS



16.1 NON-REVERSION.  This Plan has been established by the Employer for the
     exclusive benefit of the Participants and their Beneficiaries. Except as
     otherwise provided in Sections 14.7, 16.7, and 16.8, under no circumstances
     shall any funds contributed hereunder, at any time, revert to or be used by
     the Employer, nor shall any such funds or assets of any kind be used other
     than for the benefit of the Participants or their Beneficiaries.

16.2 GENDER AND NUMBER. When necessary to the meaning hereof, and except when
     otherwise indicated by the context, either the masculine or the neuter
     pronoun shall be deemed to include the masculine, the feminine, and the
     neuter, and the singular shall be deemed to include the plural.

16.3 REFERENCE TO THE CODE AND ERISA. Any reference to any section of the
     Internal Revenue Code, ERISA, or to any other statute or law shall be
     deemed to include any successor law of similar import.

16.4 GOVERNING LAW. The Plan and Trust shall be governed and construed in
     accordance with the laws of the state where the Trustee has its principal
     office if the Trustee is a corporation or an association, otherwise under
     the laws of the state where the Employer has its principal office.

16.5 COMPLIANCE WITH THE CODE AND ERISA. This Plan is intended to comply with
     all requirements for qualification under the Internal Revenue Code and
     ERISA, and if any provision hereof is subject to more than one
     interpretation or any term used herein is subject to more than one
     construction, such ambiguity shall be resolved in favor of that
     interpretation or construction which is consistent with the Plan being so
     qualified. If any provision of the Plan is held invalid or unenforceable,
     such invalidity or unenforceability shall not affect any other provisions,
     and this Plan shall be construed and enforced as if such provision had not
     been included.

16.6 NON-ALIENATION.  It is a condition of the Plan, and all rights of each
     Participant shall be subject thereto, that no right or interest of any
     Participant in the Plan shall be assignable or transferable in whole or in
     part, either directly or by operation of law or otherwise, including, but
     without limitation, execution, levy, garnishment, attachment, pledge,
     bankruptcy or in any other manner, and no right or interest of any
     Participant in the Plan shall be liable for or subject to any obligation or
     liability of such Participant.  The preceding sentence shall not preclude
     the enforcement of a federal tax levy made pursuant to section 6331 of the
     Code or the collection by the United States on a judgement resulting from
     an unpaid tax assessment.

16.7 CONTRIBUTION RECAPTURE. Notwithstanding any other provisions of this Plan,
     (1) in the case of a contribution which is made by an Employer by a mistake
     of fact, Section 16.1 shall not prohibit the return of such contribution to
     the Employer within one year after the payment of the contribution, and (2)
     if a contribution is conditioned upon the deductibility of the contribution
     under section 404 of the Code, then, to the extent the deduction is
     disallowed, Section 16.1 shall not prohibit the return to the Employer of
     such contribution (to the extent disallowed) within one year after the
     disallowance of the deduction. The amount which may be returned to the
     Employer is the excess of (1) the amount 

                                       72
<PAGE>
 
     contributed over (2) the amount that would have been contributed had there
     not occurred a mistake of fact or a mistake in determining the deduction.
     Earnings attributable to the excess contribution may not be returned to the
     Employer, but losses attributable thereto must reduce the amount to be so
     returned. Furthermore, if the withdrawal of the amount attributable to the
     mistaken contribution would cause the balance of the individual account of
     any Participant to be reduced to less than the balance which would have
     been in the account had the mistaken amount not been contributed, then the
     amount to be returned to the Employer would have to be limited so as to
     avoid such reduction.

16.8 QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any other provisions
     of this Plan, the Participant's Account may be segregated and distributed
     pursuant to a Qualified Domestic Relations Order within the meaning of
     Internal Revenue Code section 414(p). The Plan Administrator shall
     establish procedures for determining if a Domestic Relations Order is
     qualified within the meaning of section 414(p).

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<PAGE>
 
                                 ARTICLE XVI-A
                              TOP-HEAVY PROVISIONS



16A.1 DEFINITIONS.  The following definitions are atypical terms used only in
      this Article XVI-A.

      (A)  Compensation.  The term Compensation, whenever used in this Article
           XVI-A, means Compensation as defined in Article V of the Plan, but
           includes the amount of any elective contributions made by the
           Employer on the Employee's behalf to a cafeteria plan established in
           accordance with the provisions of Code section 125, a qualified cash
           or deferred arrangement in accordance with the provisions of Code
           section 402(e)(3), a simplified employee pension plan in accordance
           with the provisions of Code section 402(h), or a tax sheltered
           annuity plan maintained in accordance with the provisions of Code
           section 403(b).

      (B)  Key Employee.  The term Key Employee means any Employee or former
           Employee (including deceased Employees) of the Employer who at any
           time during the Plan Year or the four preceding Plan Years was:

           (1)  An officer of the Employer, but in no event if there are more
                than 500 Employees, shall more than 50 Employees be considered
                Key Employees.  If there are less than 500 Employees, in no
                event shall the greater of three Employees or 10% of all
                Employees, be taken into account under this Subsection as Key
                Employees.  If the number of officers is limited by the terms of
                the preceding sentence, the Employees with the highest
                Compensation will be considered to be officers.

                In no event shall an officer whose annual Compensation is less
                than 50% of the dollar limitation in effect under Code section
                415(b)(1)(A) as adjusted from time to time, be a Key Employee
                for any such Plan Year.

                In making a determination under this Subsection, Employees who
                have not completed six months of Service by the end of the
                applicable Plan Year, Employees who normally work less than 
                17-1/2 hours per week, Employees who normally work less than six
                months during a year, Employees who have not attained 21, and
                nonresident aliens who receive no earned income from U.S.
                sources, shall be excluded.

                Also excluded under the above paragraph are Employees who are
                covered by an agreement which the Secretary of Labor finds to be
                a collective bargaining agreement.  Such Employees will be
                excluded only if retirement benefits were the subject of good
                faith bargaining, 90% of the Employees of the Employer are
                covered by the agreement, and the Plan covers only Employees who
                are not covered by the agreement.

           (2)  One of the 10 Employees who has annual Compensation greater than
                the amount in effect under Internal Revenue Code section
                415(c)(1)(A) and who owns (or is considered to own within the
                meaning of Internal Revenue Code section 318, as modified by
                section 416(i)(1)(B)(iii)) both more than 1/2% interest and the
                largest 

                                       74
<PAGE>
 
                interest in the Employer. If two or more Employees own equal
                interests in the Employer, the ranking of ownership share will
                be in descending order of such Employees' Compensation. If the
                Employer is other than a corporation, the term "interest" as
                used herein shall refer to capital or profits interest.

           (3)  An Employee who owns (or is considered to own within the meaning
                of Internal Revenue Code section 318, as modified by section
                416(i)(1)(B)(iii)) more than 5% of the outstanding stock of the
                Employer or stock possessing more than 5% of the total combined
                voting power of all stock of the Employer.  If the Employer is
                other than a corporation, an Employee who owns, or is considered
                to own, more than 5% of the capital or profits interest in the
                Employer.  The determination of 5% ownership shall be made
                separately for each member of a controlled group of corporations
                (as defined in Code section 414(b)), or of a group of trades or
                businesses (whether or not incorporated) that are under common
                control (as defined in Code section 414(c)), or of an affiliated
                service group (as defined in Code section 414(m)).

           (4)  An Employee who owns (or is considered to own within the meaning
                of Internal Revenue Code section 318, as modified by section
                416(i)(1)(B)(iii)) more than 1% of the outstanding stock of the
                Employer or stock possessing more than 1% of the total combined
                voting power of all stock of the Employer, and whose annual
                Compensation is more than $150,000.  If the Employer is other
                than a corporation, an Employee who owns, or is considered to
                own, more than 1% of the capital or profits interest in the
                Employer, and whose annual Compensation is more than $150,000.

           For the purposes of paragraphs (2), (3) and (4) above, if an
           Employee's ownership interest changes during a given Plan Year, his
           ownership interest for that Plan Year is the largest interest owned
           at any time during the Plan Year.

           The Beneficiary of any deceased Employee who was a Key Employee shall
           be considered a Key Employee for the same period as the deceased
           Employee would have been so considered.

      (C)  Non-Key Employee.  The term Non-Key Employee means any Employee or
           former Employee of the Employer who is not a Key Employee. The
           Beneficiary of any deceased Employee who is a Non-Key Employee shall
           be considered a Non-Key Employee for the same period as the deceased
           Employee would have been so considered.

      (D)  Determination Date.  The term Determination Date means, with respect
           to a Plan Year, the last day of the preceding Plan Year, or, in the
           case of the first Plan Year of a plan, the last day of the first Plan
           Year.

      (E)  Valuation Date.  The term Valuation Date means, with respect to a
           Plan Year, the last day of the preceding Plan Year and is the date on
           which Account Balances are valued for the purpose of determining the
           Plan's Top-Heavy status.

      (F)  Account Balance.  The term Account Balance means the value of the
           Participant's Account standing to the credit of a Participant, a
           former Participant, or the Beneficiary of a former Participant, as
           the case may be, as of the Valuation Date.  Such Account Balance
           shall include any contributions due as of the Determination Date and
           all distributions made to the Participant (or former Participant or
           Beneficiary, as the case may be) during the Plan Year or 

                                       75
<PAGE>
 
           the preceding four Plan Years, except for distributions of Related
           Rollovers. However, the Account Balance shall not include any
           deductible Employee Contributions made pursuant to Internal Revenue
           Code section 219 or Unrelated Rollovers made to the Plan after
           December 31, 1983.

           A Related Rollover is a Rollover Contribution or Transfer that either
           was not initiated by the Employee or was made to a plan maintained by
           the same Employer.

           An Unrelated Rollover is a Rollover Contribution or Transfer that was
           initiated by the Employee and was made from a plan maintained by one
           employer to a plan maintained by another employer.

           For purposes of this Subsection (F), the term Employer shall include
           all employers that are required to be aggregated in accordance with
           Internal Revenue Code sections 414(b), (c) or (m).

      (G)  Required Aggregation Group.  The term Required Aggregation Group
           means all of the plans of the Employer which cover a Key Employee,
           including any such plan maintained by the Employer pursuant to the
           terms of a collective bargaining agreement, and each other plan of
           the Employer which enables any plan in which a Key Employee
           participates to satisfy the requirements of Internal Revenue Code
           sections 401(a)(4) or 410.

      (H)  Permissive Aggregation Group.  The term Permissive Aggregation Group
           means all of the plans of the Employer which are included in the
           Required Aggregation Group plus any plans of the Employer which
           provide comparable benefits to the benefits provided by the plans in
           the Required Aggregation Group and are not included in the Required
           Aggregation Group, but which satisfy the requirements of Internal
           Revenue Code sections 401(a)(4) and 410 when considered together with
           the Required Aggregation Group, including any plan maintained by the
           Employer pursuant to a collective bargaining agreement which does not
           include a Key Employee.

      (I)  Top-Heavy Plan.  The Plan is Top-Heavy if it meets the requirements
           of Section 16A.2.

      (J)  Super Top-Heavy Plan.  The Plan is Super Top-Heavy if it meets the
           requirements of Section 16A.3.

      (K)  Terminated Plan.  A plan shall be considered to be a Terminated Plan
           if it:

           (1)  has been formally terminated;

           (2)  has ceased crediting service for benefit accruals and vesting;
                or

           (3)  has been or is distributing all plan assets to Participants (or
                Beneficiaries) as soon as administratively possible.

           With the exception of the Minimum Employer Contribution Requirements
           and the Minimum Vesting Requirements, the Top-Heavy provisions of
           this Article XVI-A will apply to any Terminated Plan which was
           maintained at any time during the five years ending on the
           Determination Date.

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<PAGE>
 
      (L)  Frozen Plan.  A plan shall be considered to be a Frozen Plan if all
           benefit accruals have ceased but all assets have not been distributed
           to Participants or Beneficiaries.  The Top-Heavy provisions of this
           Article XVI-A will apply to any such Frozen Plan.

16A.2 TOP-HEAVY PLAN STATUS.  This Plan shall be determined to be Top-Heavy if,
      as of the Determination Date, the aggregate of the Account Balances of Key
      Employees exceeds 60% of the aggregate of the Account Balances of all
      Employees covered by the Plan.  The determination of whether the Plan is
      Top-Heavy shall be made after aggregating all plans in the Required
      Aggregation Group, and after aggregating any other plans which are in the
      Permissive Aggregation Group, if such permissive aggregation thereby
      eliminates the Top-Heavy status of any plan within such Required
      Aggregation Group.

      In determining whether this Plan is Top-Heavy, the Account Balance of a
      former Key Employee who is now a Non-Key Employee will be disregarded.
      Likewise, for Plan Years beginning after December 31, 1984, the Account
      Balance of any Employee who has not performed an Hour of Service during
      the five-year period ending on the Determination Date will be excluded.

16A.3 SUPER TOP-HEAVY PLAN STATUS.  This Plan shall be determined to be Super
      Top-Heavy if, as of the Determination Date, the Plan would meet the test
      specified in Section 16A.2 above, if 90% were substituted for 60% in each
      place where it appears.  The Plan may be permissively aggregated in order
      to avoid being Super Top-Heavy.

16A.4 TOP-HEAVY REQUIREMENTS.  Notwithstanding anything in the Plan to the
      contrary, if the Plan is Top-Heavy with respect to any Plan Year beginning
      after December 31, 1983, then the Plan shall meet the following
      requirements for such Plan Year:

      (A)  Compensation Limit.  The annual Compensation of each Participant
           taken into account under the Plan shall not exceed $200,000; however,
           such dollar limitation shall be adjusted to take into account any
           adjustments made by the Secretary of the Treasury or his delegate
           pursuant to Internal Revenue Code section 416(d)(2).

      (B)  Minimum Employer Contribution Requirements.  A Minimum Employer
           Contribution of 3% of each Eligible Employee's Compensation will be
           made on behalf of each Eligible Employee in the Plan.

           If the actual Employer Contribution made or required to be made for
           Key Employees is less than 3%, the Minimum Employer Contribution
           required hereunder shall not exceed the percentage contribution made
           for the Key Employee for whom the percentage of Employer
           Contributions and Forfeitures relative to the first $200,000 of
           Compensation is the highest for the Plan Year after taking into
           account contributions or benefits under other qualified plans in the
           Plan's Required Aggregation Group.

           However, if a Participant in this Plan is also a participant in a
           defined benefit plan maintained by the Employer, such Participant
           shall receive the Top-Heavy minimum benefit under the defined benefit
           plan in lieu of the Minimum Employer Contribution described herein.
           Such minimum benefit will be equal to the Participant's average
           yearly Compensation during his five highest-paid consecutive years,
           multiplied by the lesser of 2% per Year of Service or 20%.
           Compensation periods and Years of Service to be taken into account in
           the calculation 

                                       77
<PAGE>
 
           of this benefit shall be subject to any limitations set forth in the
           defined benefit plan.

           For any Limitation Year in which this Plan is Top-Heavy but not Super
           Top-Heavy, the Minimum Employer Contribution shall be increased to 4%
           of each Eligible Employee's Compensation in order to preserve the use
           of the factor 1.25 in the denominators of the fractions described in
           Section 5.4 (B) (1)  and Section 5.4 (D) (1).  A Participant who
           receives the Top-Heavy minimum benefit in lieu of the Minimum
           Employer Contribution shall receive an increased minimum benefit
           equal to the Participant's average yearly Compensation during his
           five highest-paid consecutive years, multiplied by the lesser of 3%
           per Year of Service or 20% plus one percentage point (to a maximum of
           10 percentage points) for each year that this Plan is maintained.
           Compensation periods and Years of Service to be taken into account in
           the calculation of this increased minimum benefit shall be subject to
           any limitations set forth in the defined benefit plan.

           For any Limitation Year in which this Plan is Super Top-Heavy, the
           factor of 1.25 in the denominators of the fractions described in
           Sections 5.4 (B) (1)  and 5.4 (D) (1)  shall be reduced to 1.0.  The
           Minimum Employer Contribution payable in such years shall be 3% of
           each Eligible Employee's Compensation and the defined benefit Top-
           Heavy minimum benefit shall be average Compensation multiplied by the
           lesser of 2% per Year of Service or 20%.

           Eligible Employees are all Non-Key Employees who are Participants in
           the Plan as of the last day of the Plan Year regardless of whether
           they had completed 1,000 Hours of Service during the Plan Year.  Also
           included are Non-Key Employees who would have been Participants as of
           the last day of the Plan Year except:

           .    The Employee's Compensation was below a required minimum level;
                or

           .    The Employee chose not to make Elective Deferral Contributions
                when he was eligible to do so.

           Elective Deferral Contributions and Matching Contributions made to
           Key Employees shall be taken into account as Employer Contributions
           allocated to such Key Employees when determining whether a lower
           Minimum Employer Contribution is permissible for purposes of this
           section.  However, Elective Deferral Contributions made by Non-Key
           Employees shall not be used towards satisfying the Minimum Employer
           Contribution required to be allocated to Non-Key Employees pursuant
           to this section.

           Matching Contributions made on behalf of Non-Key Employees may, at
           the option of the Employer, be used to satisfy the Minimum Employer
           Contribution requirement.  However, for Plan Years beginning after
           December 31, 1988,  to the extent that Matching Contributions are
           used for this purpose, they shall not be used to satisfy the Actual
           Contribution Percentage Test.

      (C)  Minimum Vesting Requirements.  The vesting provisions set forth in
           the definition of Vesting Percentage in Article I shall continue to
           apply whether or not the Plan is a Top-Heavy Plan.  Such vesting
           provisions satisfy the requirements of section 416(b) of the Internal
           Revenue Code, as applicable to Top Heavy-Plans.

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<PAGE>
 
                                  ARTICLE XVII
                                TRUST AGREEMENT



17.1 CREATION AND ACCEPTANCE OF TRUST. The Trustee, by joining in the execution
     of the Plan and trust agreement, accepts the Trust hereby created and
     agrees to act in accordance with the express terms and conditions herein
     stated.

17.2 TRUSTEE CAPACITY; CO-TRUSTEES. The Trustee may be a bank, trust company or
     other corporation possessing trust powers under applicable state or federal
     law or one or more individuals or any combination thereof.

     When two or more persons serve as Trustee, they are specifically
     authorized, by a written agreement between themselves, to allocate specific
     responsibilities, obligations or duties among themselves. An original copy
     of such written agreement is to be delivered to the Administrator.

17.3 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. Any Trustee may
     resign at any time by delivering to the Administrator a written notice of
     resignation, to take effect at a date specified therein, which shall not be
     less than 30 days after the delivery thereof, unless such notice shall be
     waived.

     The Trustee may be removed with or without cause by the Board of Directors
     by delivery of a written notice of removal, to take effect at a date
     specified therein, which shall not be less than 30 days after delivery
     thereof, unless such notice shall be waived.

     In the case of the resignation or removal of a Trustee, the Trustee shall
     have the right to a settlement of its account, which may be made, at the
     option of the Trustee, either (1) by judicial settlement in an action
     instituted by the Trustee in a court of competent jurisdiction, or (2) by
     written agreement of settlement between the Trustee and the Administrator.

     Upon such settlement, all right, title and interest of such Trustee in the
     assets of the Trust and all rights and privileges under this Agreement
     theretofore vested in such Trustee shall vest in the successor Trustee, and
     thereupon all future liability of such Trustee shall terminate; provided,
     however, that the Trustee shall execute, acknowledge and deliver all
     documents and written instruments which are necessary to transfer and
     convey the right, title and interest in the Trust assets, and all rights
     and privileges to the successor Trustee.

     The Board of Directors, upon receipt of notice of the resignation or
     removal of the Trustee, shall promptly designate a successor Trustee, whose
     appointment is subject to acceptance of this Trust in writing and shall
     notify in writing the insurance company of such successor Trustee.

17.4 TAXES, EXPENSES AND COMPENSATION OF TRUSTEE. The Trustee shall deduct from
     and charge against the Trust fund any taxes paid by it which may be imposed
     upon the Trust fund or the income thereof or which the Trustee is required
     to pay with respect to the interest of any person therein.

                                       79
<PAGE>
 
     The Trustee shall be paid such reasonable compensation as shall from time
     to time be agreed upon in writing by the Employer and the Trustee. An
     individual serving as Trustee who already receives full-time pay from the
     Employer shall not receive compensation from the Plan. In addition, the
     Trustee shall be reimbursed for any reasonable expenses, including
     reasonable counsel fees incurred by it as Trustee. Such compensation and
     expenses shall be paid from the Trust fund unless paid or advanced by the
     Employer.

17.5 TRUSTEE ENTITLED TO CONSULTATION. The Trustee shall be entitled to advice
     of counsel, which may be counsel for the Plan or the Employer, in any case
     in which the Trustee shall deem such advice necessary. With the exception
     of those powers and duties specifically allocated to the Trustee by the
     express terms of this Plan, it shall not be the responsibility of the
     Trustee to interpret the terms of the Plan or Trust and the Trustee may
     request, and is entitled to receive guidance and written direction from the
     Administrator on any point requiring construction or interpretation of the
     Plan documents.

17.6 RIGHTS, POWERS AND DUTIES OF TRUSTEE. The Trustee shall have the following
     rights, powers, and duties:

     (A)  The Trustee shall be responsible for the safekeeping and administering
          of the assets of this Plan and Trust in accordance with the provisions
          of this Agreement and any amendments thereto.  The duties of the
          Trustee under this Agreement shall be determined solely by the express
          provisions of this Agreement and no further duties or responsibility
          shall be implied.  Subject to the terms of this Plan and Trust, the
          Trustee shall be fully protected and shall incur no liability in
          acting in reliance upon the written instructions or directions of the
          Administrator or a duly designated Investment Manager or any other
          Named Fiduciary.

     (B)  The Trustee shall have all powers necessary or convenient for the
          orderly and efficient performance of its duties hereunder, including
          but not limited to those specified in this section.  The Trustee may
          appoint one or more administrative agents or contract for the
          performance of such administrative and service functions as it may
          deem necessary for the effective installation and operation of the
          Plan and Trust.

     (C)  The Trustee shall have the power to collect and receive any and all
          monies and other property due hereunder and to give full discharge and
          acquittance therefor; to settle, compromise or submit to arbitration
          any claims, debits or damages due or owing to or from the Trust; to
          commence or defend suits or legal proceedings wherever, in its
          judgment, any interest of the Trust requires it; and to represent the
          Trust in all suits or legal proceedings in any court of law or equity
          or before any other body or tribunal.  It shall have the power
          generally to do all acts, whether or not expressly authorized, which
          the Trustee in the exercise of its Fiduciary responsibility may deem
          necessary or desirable for the protection of the Trust and the assets
          thereof.

     (D)  The Trustee may temporarily hold cash balances and shall be entitled
          to deposit any such funds received in a bank account or bank accounts
          in the name of the Trust in any bank or banks selected by the Trustee,
          including the banking department of the Trustee, pending disposition
          of such funds in accordance with the Trust. Any such deposit may be
          made with or without interest.

     (E)  The Trustee shall deal with any assets of this Trust held or received
          under this Plan only in accordance with the written directions from
          the Administrator.  The Trustee shall be under no 

                                       80
<PAGE>
 
          duty to determine any facts or the propriety of any action taken or
          omitted by it in good faith pursuant to instructions from the
          Administrator.

     (F)  If the whole or any part of the Trust shall become liable for the
          payment of any estate, inheritance, income or other tax which the
          Trustee shall be required to pay, the Trustee shall have full power
          and authority to pay such tax out of any monies or other property in
          its hands for the account of the person whose interest hereunder is so
          liable.  Prior to making any payment, the Trustee may require such
          releases or other documents from any lawful taxing authority as it
          shall deem necessary.  The Trustee shall not be liable for any
          nonpayment of tax when it distributes an interest hereunder on
          instructions from the Administrator.

     (G)  The Trustee shall keep a full, accurate and detailed record of all
          transactions of the Trust which the Administrator shall have the right
          to examine at any time during the Trustee's regular business hours.
          Following the close of the fiscal year of the Trust, or as soon as
          practical thereafter, the Trustee shall furnish the Administrator with
          a statement of account.  This account shall set forth all receipts,
          disbursements and other transactions effected by the Trustee during
          said year.

          The Administrator shall promptly notify the Trustee in writing of its
          approval or disapproval of the account.  The Administrator's failure
          to disapprove the account within 60 days after receipt shall be
          considered an approval.  The approval by the Administrator shall be
          binding as to all matters embraced in any statement to the same extent
          as if the account of the Trustee had been settled by judgment or
          decree of a court of competent jurisdiction under which the Trustee,
          Administrator, Employer and all persons having or claiming any
          interest in the Trust were parties; provided, however, that the
          Trustee may have its account judicially settled if it so desires.

     (H)  If, at any time, there shall be a dispute as to the person to whom
          payment or delivery of monies or property should be made by the
          Trustee, or regarding any action to be taken by the Trustee, the
          Trustee may postpone such payment, delivery or action, retaining the
          funds or property involved, until such dispute shall have been
          resolved in a court of competent jurisdiction or the Trustee shall
          have been indemnified to its satisfaction or until it has received
          written direction from the Administrator.

     (I)  Anything in this instrument to the contrary notwithstanding, it shall
          be understood that the Trustee shall have no duty or responsibility
          with respect to the determination of matters pertaining to the
          eligibility of any Employee to become or remain a Participant
          hereunder, the amount of benefit to which any Participant or
          Beneficiary shall be entitled hereunder, all such responsibilities
          being vested in the Administrator.  The Trustee shall have no duty to
          collect any contribution from the Employer and shall not be concerned
          with the amount of any contribution nor the application of the
          contribution formula.

17.7 EVIDENCE OF TRUSTEE ACTION. In the event that the Trustee is comprised of
     two or more Trustees, then those Trustees may designate one such Trustee to
     transmit all decisions of the Trustee and to sign all necessary notices and
     other reports on behalf of the Trustee. All notices and other reports
     bearing the signature of the individual Trustee so designated shall be
     deemed to bear the signatures of all the individual Trustees and all
     parties dealing with the Trustee are entitled to rely on any such notices
     and other reports as authentic and as representing the action of the
     Trustee.

                                       81
<PAGE>
 
17.8 INVESTMENT POLICY.  This Plan has been established for the sole purpose
     of providing benefits to the Participants and their Beneficiaries.  In
     determining its investments hereunder, the Trustee shall take account of
     the advice provided by the Administrator as to funding policy and the short
     and long range needs of the Plan based on the evident and probable
     requirements of the Plan as to the time benefits shall be payable and the
     requirements therefore.

17.9 PERIOD OF TRUST. If it shall be determined that the applicable state law
     requires a limitation on the period during which the Employer's Trust shall
     continue, then such Trust shall not continue for a period longer than 21
     years following the death of the last of those Participants including
     future Participants who are living at the effective date hereof. At least
     180 days prior to the end of the twenty-first year as described in the
     first sentence of this Section, the Employer, the Administrator and the
     Trustee shall provide for the establishment of a successor trust and
     transfer of Plan assets to the successor trustee. If the applicable state
     law requires no such limitation, then this Section shall not be operative.

                                       82
<PAGE>
 
                                 AMENDMENT TO
                               ATGI 401(k) PLAN


WHEREAS, Alpha Technologies Group, Inc. (hereinafter referred to as the
"Employer") established the ATGI, Inc. 401(k) Plan (hereinafter referred to as
the "Plan") effective November 1, 1977 for the benefit of its eligible Employees
and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan under the terms
thereof; and

WHEREAS, the Employer desires to amend the Plan by changing the Entry Dates

NOW THEREFORE, effective February 4, 1998, Section 1.27 shall be deleted in its
entirety and replaced with the following:

     "1.27 ENTRY DATE. The term Entry Date means either the Effective Date or
     the January 1, April 1, July 1 or October 1 thereafter when an Employee who
     has fulfilled the eligibility requirements commences participation in the
     Plan.

     Any Employee who has satisfied the maximum eligibility requirements
     permissible under ERISA, shall be eligible to commence participation in
     this Plan no later than the earlier of (A) or (B) below, as applicable,
     provided that the Employee has not separated from the Service of the
     Employer:

     (A)  The first day of the first Plan Year beginning after the date on which
          the Employee satisfied such requirements; or

     (B)  The date six months after the date on which the Employee satisfied
          such requirements.

     If an Employee is not in the active Service of the Employer as of his
     initial Entry Date, his subsequent Entry Date shall be the date he returns
     to the active Service of the Employer, provided he still meets the
     eligibility requirements.  If an Employee does not enroll as a Participant
     as of his initial Entry Date, his subsequent Entry Date shall be the
     applicable Entry Date as specified above when the Employee actually enrolls
     as a Participant."


IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.


Executed at Houston, Texas on March 10, 1998

                                        ALPHA TECHNOLOGIES GROUP, INC.

   /s/ Patricia Faller Grimes       By /s/ Steve E. Chupik
 ----------------------------          --------------------------             
           Witness

                                       83
<PAGE>
 
                                    Title Vice President, Administration
                                          ----------------------------------  

Accepted this 10th day of March, 1998


 /s/ Patricia Faller Grimes         By   /s/ Trish Teed
---------------------------             ----------------
          Witness                         Administrator


Accepted this 10th day of March, 1998


/s/ Patricia Faller Grimes          By  /s/ Steve E. Chupik
----------------------------            ---------------------  
          Witness                              Trustee



                                IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.

                                       84
<PAGE>
 
                                 AMENDMENT TO
                               ATGI 401(k) PLAN


WHEREAS, Alpha Technologies Group, Inc. (hereinafter referred to as the
"Employer) established the ATGI, Inc. 401(k) Plan (hereinafter referred to as
the "Plan") effective November 1, 1977 for the benefit of its eligible Employees
and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan under the terms
thereof; and

WHEREAS, the Employer desires to amend the Plan by changing the Plan Year.

NOW THEREFORE, effective January 1, 1998, Section 1.54 shall be deleted in its
entirety and replaced with the following:

     "1.54 PLAN YEAR. The term Plan Year means the 12-month period commencing on
     January 1 and ending on December 31."


IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.


Executed at Houston, Texas on February 25, 1998


                                 ALPHA TECHNOLOGIES GROUP, INC.


    /s/Trish Teed                By  /s/ Steve E. Chupik      
 -----------------                   -------------------        
        Witness

                                 Title  Vice President, Administration
                                        ------------------------------     


Accepted this 25th day of February, 1998


   /s/ Johnny J. Blanchard       By  /s/ Trish Teed
--------------------------           ---------------------------      
          Witness                     Administrator


Accepted this 25th day of February, 1998


    /s/ Trish Teed               By  /s/ Steve E. Chupik
---------------------------          --------------------------       
      Witness                              Trustee

                                       85
<PAGE>
 
                                 IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.

                                       86
<PAGE>
 
                                 AMENDMENT TO
                               ATGI 401(k) PLAN


WHEREAS, Lockhart Industries, Inc. (hereinafter referred to as the "Prior
Employer") established the Employees' 401(k) Plan and Health/Disability Plan of
Lockhart Industries, Inc. (hereinafter referred to as the "Prior Plan") for the
benefit of its eligible Employees and Beneficiaries; and

WHEREAS, Alpha Technologies Group, Inc. (hereinafter referred to as the
"Employer") established the ATGI, Inc. 401(k) Plan (hereinafter referred to as
the "Plan") effective November 1, 1977 for the benefit of its eligible Employees
and their Beneficiaries; and

WHEREAS, the Prior Employer reserved the right to amend the Prior Plan under the
terms thereof; and

WHEREAS, the Employer and the Prior Employer now desire to merge the Prior Plan
into the ATGI 401(k) Plan; and

NOW THEREFORE, effective January 1, 1997, the Plan is amended as follows:

1.   The terms of the Prior Plan as heretofore set forth shall no longer apply
     with respect to Participants under the Plan who have not terminated
     employment (including on account of retirement, death or disability) and
     the terms of the Prior Plan with respect to such Participants shall
     henceforth be as set forth in the ATGI 401(k) Plan.

2.   The ATGI 401(k) Plan shall represent a continuation of the Prior Plan as
     heretofore set forth and shall not abridge or curtail any rights or
     privileges accorded to Participants under the Prior Plan.

3.   The Employer hereby transfers the assets of the Prior Plan attributable to
     Participants in the Prior Plan to Group Annuity GA 32557-001.

4.   The Prior Employer does hereby adopt the Plan and agree to be bound by all
     of its terms, conditions and amendments.

5.   Effective January 1, 1997, Section 6.1 is amended to add cash installments
     as a form of distribution.

6.   Effective January 1, 1997, Section 10.1 is amended to provide that former
     Employees of Lockhart Industries, Inc. may withdraw after age 59-1/2 from
     their Vested Interest, including earnings, attributable to their account
     balance transferred from the Prior Plan.

7.   Effective January 1, 1997, Section 1.27 is amended to provide that former
     Employees of Lockhart Industries, Inc. who were eligible to participate in
     the Prior Plan and elected to participate as of January 1, 1997, shall be
     allowed to participate in the Plan on January 1, 1997.

8.   Effective January 1, 1997, Participants shall be allowed to defer
     distributions up to age 70-1/2.

                                       87
<PAGE>
 
9.   The Plan as amended and restated, shall represent a continuation of the
     Plan and Prior Plan as heretofore set forth and shall not abridge or
     curtail any rights accorded to Participants under said prior instrument or
     the Prior Plan.


IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.


Executed at Houston, Texas on January 6, 1997

                                  ALPHA TECHNOLOGIES GROUP, INC.


       /s/ Tricia Teed            By /s/ Steve E. Chupik
       ---------------               -------------------
           Witness

                                  Title  V. P. Administration
                                         --------------------


Accepted this 6th day of January,  1997


       /s/ Steve E. Chupik        By /s/ Tricia Teed
       -------------------           ---------------
             Witness                  Administrator


Accepted this 6th day of January,   1997

       /s/ Tricia Teed            By /s/ Steve E. Chupik
       ---------------               -------------------
           Witness                         Trustee


                                IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this document.
Prior to execution of this document, you should consult your attorney on whether
this document is appropriate for you.

                                       88