<PAGE>
 
                                                                   EXHIBIT 10.11


                           HALTER MARINE GROUP, INC.

                    NONQUALIFIED DEFERRED COMPENSATION PLAN
<PAGE>
 
                                  CERTIFICATE



     I, ____________________, Secretary of Halter Marine Group, Inc., hereby
certify that the attached document is a correct copy of the Halter Marine Group,
Inc. Nonqualified Deferred Compensation Plan effective as of April 1, 1998.

     Dated this ______ day of ____________, 1998.


                                    _____________________________
                                      Secretary as Aforesaid

                                        (Corporate Seal)
<PAGE>
 
                           HALTER MARINE GROUP, INC.
                    NONQUALIFIED DEFERRED COMPENSATION PLAN

                               TABLE OF CONTENTS

                                                                        Page
 
Article 1   Introduction................................................  1

            1.1   History and Purpose of the Plan, Effective Date.......  1
            1.2   Plan Administrator, Plan Year.........................  1
            1.3   The Employers.........................................  1
            1.4   Supplements...........................................  2

Article 2   Plan Participation..........................................  2

            2.1   Eligibility...........................................  2
            2.2   Adopting Subsidiaries.................................  3
            2.3   Cessation of Active Participation.....................  3

Article 3   Participants' Accounts; Deferrals and Crediting.............  4

            3.1   Participants' Accounts................................  4
            3.2   Deferral Contributions................................  4
            3.3   Deferral Election.....................................  5
            3.4   Matching Contributions................................  7
            3.5   Discretionary Contributions...........................  7
            3.6   Debiting of Distributions.............................  7
            3.7   Crediting of Earnings or Losses on Contributions......  7
            3.8   Errors in Accounts....................................  8

Article 4   Investment Funds............................................  8

            4.1   Selection by Benefits Committee.......................  8
            4.2   Participant Direction of Deemed Investments...........  8

Article 5   Payment of Account Balances.................................  9

            5.1   Benefit Payments Upon Termination of Service for
                  Reasons Other Than Death..............................  9
            5.2   Form of Distribution.................................. 10
            5.3   Death Benefits........................................ 11
            5.4   In-Service Distributions.............................. 12
            5.5   Beneficiary Designation............................... 13
<PAGE>
 
Article 6   Claims...................................................... 14

            6.1   Initial Claim......................................... 14
            6.2   Appeal................................................ 14
            6.3   Satisfaction of Claims................................ 15

Article 7   No Funding of Plan Benefits................................. 15

Article 8   Benefits Committee.......................................... 15

            8.1   Benefits Committee's Duties........................... 15
            8.2   Action by Plan Administration......................... 16
            8.3   Information Required for Plan Administration.......... 17
            8.4   Decision of Benefits Committee Final.................. 17
            8.5   Interested Benefits Committee Member.................. 17
            8.6   Indemnification....................................... 17

Article 9   Relating to the Employers................................... 18

            9.1   Action by Employers................................... 18
            9.2   Additional Employers.................................. 18

Article 10 Amendment and Termination.................................... 18

           10.1   Amendment............................................. 18
           10.2   Termination........................................... 19
           10.3   Distribution on Termination........................... 19

Article 11 General Provisions........................................... 20

           11.1   Notices............................................... 20
           11.2   Nonalienation of Plan Benefits........................ 20
           11.3   Payment with Respect to Incapacitated Persons......... 20
           11.4   No Employment or Benefit Guaranty..................... 20
           11.5   Litigation............................................ 20
           11.6   Headings.............................................. 21
           11.7   Evidence.............................................. 21
           11.8   Gender and Number..................................... 21
           11.9   Waiver of Notice...................................... 21
          11.10   Applicable Law........................................ 21
          11.11   Severability.......................................... 21
          11.12   Withholding for Taxes................................. 21
          11.13   Successors............................................ 21
          11.14   Effect on Other Employee Benefit Plans................ 21

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                           HALTER MARINE GROUP, INC.
                    NONQUALIFIED DEFERRED COMPENSATION PLAN


                                   Article 1
                                  Introduction

     1.1  History and Purpose of the Plan, Effective Date.  Halter Marine Group,
Inc. (the "Company") has had in effect since January 1, 1997, the Supplemental
Profit Sharing Plan for Employees of Halter Marine Group, Inc. and Certain
Affiliates.  This document represents a complete amendment and restatement of
such plan into the Halter Marine Group, Inc. Nonqualified Deferred Compensation
Plan (the "Plan"), effective as of April 1, 1998 (the "Effective Date"), with
respect to employees who have not yet retired, terminated employment or died as
of such date.  The rights of anyone covered under the Plan prior to the
Effective Date, who retired, terminated employment or died before that date,
shall be determined in accordance with the terms and provisions of the Plan in
effect immediately prior to the Effective Date, except as otherwise specifically
provided herein.  The purpose of the Plan on and after the Effective Date is to
provide certain Eligible Employees (as defined in Section 2.1) with an
opportunity (i) to defer the receipt and income taxation of a portion of such
employees' annual compensation, (ii) to receive, on a deferred basis, matching
contributions made with respect to at least a portion of such employees' own
deferrals, and (iii) to receive, on a deferred basis, discretionary employer
contributions.  The Plan is intended to be a plan that is unfunded and that is
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees.

     1.2  Plan Administrator, Plan Year.  The Plan is administered by the Halter
Marine Group, Inc. Benefits Committee (the "Benefits Committee") which is
appointed by the Board of Directors of the Company.  Prior to the Effective
Date, the Plan was administered on the basis of a Plan Year (the "Plan Year")
which corresponded with the Company's fiscal year.  As of the Effective Date,
the Plan Year will be the calendar year except for the short Plan Year beginning
on the Effective Date and ending on December 31, 1998.  Article 8 describes
certain specific powers, duties and responsibilities of the Benefits Committee
with respect to the administration of the Plan.

     1.3  The Employers.  Each Subsidiary of the Company which was an Employer
under the Plan immediately prior to the Effective Date will continue as an
adopting Employer in accordance with the terms of the Plan.  With the consent of
the Company, the Plan may be adopted in accordance with the provisions of
Section 9.2 by any other Subsidiary of the Company for the benefit of its
Eligible Employees.  For this purpose, a "Subsidiary" means any corporation more
than 50 percent of the voting stock of which is directly or indirectly owned by
the Company.  The Company and its Subsidiaries that adopt the Plan are referred
to herein collectively as the "Employers" and individually as an "Employer".
<PAGE>
 
     1.4  Supplements.  From time to time supplements may by amendment be
attached to and form a part of this Plan.  Such supplements may modify or
supplement the provisions of the Plan as they apply to particular groups of
Eligible Employees (as defined in Section 2.1) or groups of Participants (as
defined in Section 2.1), shall specify the person affected by such supplements
and shall supersede the other provisions of the Plan to the extent necessary to
eliminate inconsistencies between the Plan provisions and the provisions of such
supplements.


                                   Article 2
                               Plan Participation

     2.1  Eligibility.  Each Eligible Employee who was an active Participant
under the Plan immediately prior to the Effective Date shall continue as an
active Participant in accordance with the terms of the Plan.  Each Eligible
Employee on the Effective Date who was not an active Participant immediately
prior to the Effective Date shall become an active Participant in the Plan as of
the Effective Date.  Each other Eligible Employee shall become an active
Participant in the Plan as of the date he is notified by the Benefits Committee
that he has been selected by the Benefits Committee to become a Plan
Participant.  The Benefits Committee shall consider such factors as it, in its
sole discretion, considers pertinent in selecting Eligible Employees to
participate in the Plan.  "Eligible Employee" means, for a Plan Year or portion
of a Plan Year, an individual:

          (a) who is an employee of an Employer, exclusive of any employee who
     provides services to an Employer under a contract or arrangement with
     either the individual or with an agency or leasing organization that treats
     the individual as either an individual contractor or an employee of such
     agency or leasing organization, even if such individual is later determined
     to have been a common law employee of the Employer rather than an
     independent contractor or an employee of such agency or leasing
     organization;

          (b) who is a member of a select group of management or highly
     compensated employees; and

          (c) either (i) who, for such Plan Year, is a highly compensated
     employee under Section 414(q) of the Internal Revenue Code of 1986, as
     amended (the "Code"), or has satisfied such other minimum compensation or
     other classification requirements established from time to time by the
     Benefits Committee, or (ii) who otherwise is designated by the Benefits
     Committee, in its sole discretion, as eligible to participate in the Plan.

"Participant" means any individual who has been admitted to, and has not been
removed from, participation in the Plan pursuant to this Article 2.  A
Participant must complete such forms and

                                      -2-
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provide such data in a timely manner as is required by the Benefits Committee.
Such forms and data may include, without limitation, his acceptance of the terms
and conditions of the Plan and his designation of a beneficiary to receive any
death benefits payable hereunder.

     2.2  Adopting Subsidiaries.  For employees of Subsidiaries that become
Employers after the Effective Date, each Eligible Employee employed by an
Employer on the date such Employer first becomes an Employer shall become a
Participant in the Plan as of such Employer's effective date under the Plan.
Each other Eligible Employee of such Employer shall become a Participant in the
Plan in accordance with Section 2.1.

     2.3  Cessation of Active Participation.

          (a) Cessation of Eligible Status.  A Participant's active
participation in the Plan shall cease as of the date his employment with all
Employers terminates. In addition, the Benefits Committee may remove a
Participant from active participation in the Plan if, as of any day during a
Plan Year, he ceases to satisfy the criteria which qualified him as an Eligible
Employee. Upon cessation of, or removal from, active participation in the Plan,
a Participant's deferrals under the Plan shall cease.

          (b) Inactive Participant Status.  Even if his active participation in
the Plan ends, an employee shall remain an inactive Participant in the Plan
until the earlier of (i) the date the full amount of his Plan Accounts (as
defined in Section 3.1) is distributed from the Plan, or (ii) the date he again
becomes an Eligible Employee and recommences participation in the Plan.  During
the period of time that an employee is an inactive Participant in the Plan, his
Plan Accounts shall continue to be credited with earnings and losses pursuant to
the terms of Section 3.7, and he shall continue to be eligible to direct the
manner in which his Accounts shall be deemed invested pursuant to Section 4.2.

          (c) Participation after Reemployment.  If an Eligible Employee
terminates employment with all Employers (either before or after he becomes a
Participant) and then is reemployed as an Eligible Employee by an Employer, he
shall become eligible to participate or to recommence his participation in the
Plan as of the date, on or after his reemployment date, that he is notified by
the Benefits Committee that he has been reselected by the Benefits Committee to
become a Plan Participant.

          (d) Application of ERISA.  It is the intent of the Employers that the
Plan be exempt from Parts 2, 3, and 4 of Subtitle B of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), as an unfunded
plan that is maintained by an Employer primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees (the "ERISA exemption").  Notwithstanding anything to the contrary in
this Article 2 or in any other provision of the Plan, the Benefits Committee may
in its sole discretion exclude any one or more Eligible Employees from

                                      -3-
<PAGE>
 
eligibility to participate or from participation in the Plan, may exclude any
Participant from continued participation in the Plan, and may take any further
action it considers necessary or appropriate if the Benefits Committee
reasonably determines in good faith that such exclusion or further action is
necessary in order for the Plan to qualify for, or to continue to qualify for,
the ERISA exemption.


                                   Article 3
                Participants' Accounts; Deferrals and Crediting

     3.1  Participants' Accounts.  The Benefits Committee shall establish and
maintain on behalf of each Participant the following separate bookkeeping
accounts (an "Account") under the Plan:

          (i) Deferral Contribution Account.  If the Participant was a
     Participant immediately prior to the Effective Date, his "Salary Reduction
     Contribution Account" under the Plan as in effect immediately prior to the
     Effective Date shall be renamed his "Deferral Contribution Account."  Each
     other Participant shall have a "Deferral Contribution Account" maintained
     on his behalf under the Plan.  With respect to any Participant, this
     Account shall represent the amount of his Deferral Contributions (as
     defined in Section 3.2) and earnings or losses attributable thereto.

          (ii) Employer Contribution Account.  If the Participant was a
     Participant immediately prior to the Effective Date, his "Employer
     Contribution Account" under the Plan as in effect immediately prior to the
     Effective Date shall continue to be maintained on his behalf under the
     Plan.  Each other Participant shall have an "Employer Contribution Account"
     maintained on his behalf under the Plan.  With respect to any Participant,
     this Account shall represent the amount of his Matching Contributions (as
     defined in Section 3.4), his Discretionary Contributions (as defined in
     Section 3.5), if any, and earnings or losses attributable thereto.

The Benefits Committee, in its discretion, may also establish and maintain such
additional separate bookkeeping accounts for the Participant as it shall deem
desirable.  Participants shall at all times from and after the Effective Date
have 100 percent vested interests in their Accounts.  Each Account of a
Participant shall be maintained until the value thereof has been distributed to
or on behalf of such Participant or his beneficiary.

     3.2  Deferral Contributions.  Each Participant may irrevocably elect to
have Deferral Contributions made on his behalf for a Plan Year by completing and
submitting to the Benefits Committee (or its designee) a Deferral Election (as
defined in Section 3.3) setting forth the terms of his election.  A "Deferral
Contribution" means that portion of a Participant's Net Base Salary and Net
Bonus that the Participant elects to defer receipt of, in lieu of receiving such

                                      -4-
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compensation currently.  "Net Base Salary" means the Participant's annual base
salary from his Employer for the Plan Year, net of employment tax deductions,
wage withholding and any other payroll deductions, paid or payable in a regular
salary paycheck while an active Participant in the Plan.  "Net Bonus" means the
Participant's annual bonus, if any, from his Employer for the Employer's fiscal
year, net of employment tax deductions, wage withholding and any other payroll
deductions, paid or payable in a bonus paycheck while an active Participant in
the Plan.  A Participant may elect to defer, through pay reduction each payroll
period, no less than two percent nor more than 100 percent, in whole
percentages, of his Net Base Salary for such payroll period and may elect to
defer, through pay reduction each annual bonus period, no less than one percent
nor more than 100 percent, in whole percentages, of his Net Bonus for such
annual bonus period.  Deferral Contributions may only be made while the
Participant is actively employed by the Employer.  For purposes of the Plan, a
Participant will be considered actively employed during a period of paid leave
of absence or salary continuation.  A Participant will not be considered
actively employed during a period of unpaid leave of absence or of Disability
(as defined in Section 5.2(b)).

     3.3  Deferral Election.  A Participant must complete and submit a written
Deferral Election to the Benefits Committee providing for the reduction of his
Net Base Salary and Net Bonus for the appropriate amount of Deferral
Contributions.  The following terms and conditions shall apply to Deferral
Elections:

          (a) Deferral Election For Short Plan Year.  This subsection (a)
     applies to active Participants on the Effective Date.  An active
     Participant on the Effective Date may make a Deferral Election with respect
     to (i) his Net Base Salary for the short Plan Year beginning on the
     Effective Date and ending on December 31, 1998 and (ii) his Net Bonus, if
     any, payable during the short Plan Year and for the Employer's fiscal year
     commencing in the short Plan Year.  Such Deferral Election shall be
     effective for (i) the first regular salary paycheck earned after the date
     the Deferral Election becomes effective; (ii) the bonus paycheck, if any,
     paid after the date the Deferral Election becomes effective; and (iii) the
     bonus paycheck, if any, earned for the Employer's fiscal year commencing
     after the date the Deferral Election becomes effective.  To be effective,
     the Participant's Deferral Election under the Plan for the short Plan Year
     must be made before the Effective Date.  If a Participant in the Plan on
     the Effective Date fails to submit a Deferral Election in a timely manner,
     he shall be deemed to have elected not to make Deferral Contributions for
     the short Plan Year.

          (b) Initial Deferral Election.  This subsection (b) applies to an
     Eligible Employee who becomes a Participant after the Effective Date.  The
     Participant's initial Deferral Election under the Plan with respect to his
     Net Base Salary for any Plan Year shall be effective for the first regular
     salary paycheck earned after

                                      -5-
<PAGE>
 
     the date the Deferral Election becomes effective.  The Participant's
     initial Deferral Election under the Plan with respect to his Net Bonus, if
     any, for the Employer's fiscal year commencing in any Plan Year shall be
     effective for the bonus paycheck earned after the date the Deferral
     Election becomes effective.  To be effective, a Participant's initial
     Deferral Election under the Plan with respect to his Net Base Salary must
     be made within the time period prescribed by the Benefits Committee
     (generally, before the first day of the Plan Year for which Deferral
     Contributions attributable to Net Base Salary will be made or, if later
     during such Plan Year, before the date on which his participation becomes
     effective pursuant to Section 2.1 or 2.2).  To be effective, a
     Participant's initial Deferral Election under the Plan with respect to his
     Net Bonus, if any, must be made within the time period prescribed by the
     Benefits Committee (generally, before the first day of the Employer's
     fiscal year commencing in the Plan Year for which the Net Bonus to be
     deferred will be earned).  If an Eligible Employee who becomes a
     Participant after the Effective Date fails to submit an initial Deferral
     Election in a timely manner, he shall be deemed to have elected not to make
     Deferral Contributions for that Plan Year.

          (c) Subsequent Deferral Election.  A Participant's subsequent Deferral
     Election with respect to his Net Base Salary for any Plan Year must be made
     on or before the last day of the Plan Year immediately preceding the Plan
     Year for which the Net Base Salary to be deferred is payable.  A
     Participant's subsequent Deferral Election with respect to his Net Bonus,
     if any, for the Employer's fiscal year commencing in any Plan Year must be
     made before the first day of such fiscal year for which the Net Bonus to be
     deferred is earned.

          (d) Term.  Each Participant's Deferral Election shall remain in effect
     for the Net Base Salary earned during a Plan Year and for the Net Bonus, if
     any, earned during the Employer's fiscal year commencing in a Plan Year
     until the earlier of (i) the date the Participant ceases to be an active
     Participant, or (ii) the revocation of such Deferral Election made by the
     Participant. If a Participant is transferred from the employment of one
     Employer to the employment of another Employer, his Deferral Election with
     the first Employer will remain in effect and will apply to his Net Base
     Salary and Net Bonus, if any, from the second Employer until the earlier of
     those events set forth in the preceding sentence.

          (e) Crediting Contributions.  For each Plan Year that a Participant
     has a Deferral Election in effect, the Benefits Committee shall credit the
     amount of such Participant's Deferral Contributions to his Deferral
     Contribution Account on or before the 15th business day of the month
     following the month in which such amount would have been paid to him but
     for his Deferral Election (or such other

                                      -6-
<PAGE>
 
     date or time as the Benefits Committee, in its sole discretion, determines
     from time-to-time).

     3.4  Matching Contributions.  For each payroll period that a Participant
makes a Deferral Contribution attributable to his Net Base Salary, the Benefits
Committee shall credit to such Participant's Employer Contribution Account a
Matching Contribution.  "Matching Contribution" means an amount contributed by
an Employer equal to 50 percent of a Participant's Deferral Contributions for a
payroll period attributable to his Net Base Salary which on a cumulative annual
basis have not exceeded the first six percent of his Base Salary for such Plan
Year.  "Base Salary" means the Participant's annual base salary from his
Employer for the Plan Year, including any amounts deferred under this Plan or
any other nonqualified deferred compensation plan and any amounts contributed by
the Employer on the Participant's behalf pursuant to a salary deferral agreement
which amounts are not includible in the Participant's income under Code Section
125 or 402(e)(3).  Matching Contributions shall be credited to Participants'
Employer Contribution Accounts on or before the 15th business day of the month
following the month in which the respective payroll period ended (or such other
date or time as the Benefits Committee, in its sole discretion, determines from
time-to-time).

     3.5  Discretionary Contributions.  As of the last business day of each Plan
Year (or such other date or time as the Benefits Committee, in its sole
discretion, determines from time-to-time), the Benefits Committee shall credit
any Discretionary Contributions made with respect to a Participant for such Plan
Year to such Participant's Employer Contribution Account.  "Discretionary
Contribution" means a discretionary amount contributed to the Plan by an
Employer with respect to a Participant.  An Employer may, but is not obligated
to, make a Discretionary Contribution for a Plan Year for any one or more
Participants, which Discretionary Contributions may be different amounts or
different percentages of compensation for each such Participant.

     3.6  Debiting of Distributions.  As of each business day, the Benefits
Committee shall debit each Participant's Accounts for any amount distributed
from such Accounts since the immediately preceding business day.

     3.7  Crediting of Earnings or Losses on Contributions.  As of each business
day, the Benefits Committee shall credit to each Participant's Accounts the
amount of earnings or losses applicable thereto for the period since the
immediately preceding business day.  To effect such crediting of earnings and
losses, the Benefits Committee shall, as of each business day, first subtract
all distributions since the immediately preceding business day from the Account,
add to the Account the amount of the contributions, and allocate the net
earnings or losses to the Participant's Account based on the individual account
activity of the Account during such period pursuant to a share accounting method
under which each Participant's deemed investment in an Investment Fund (as
defined in Section 4.1) shall be accounted for in deemed shares in funds
selected by the Benefits Committee and offered within the Plan for purposes of
calculating

                                      -7-
<PAGE>
 
earnings and losses for Participants' Accounts.  For this purpose, the Benefits
Committee shall adopt uniform rules which conform generally to accepted
accounting practices.

     3.8  Errors in Accounts.  If an error or omission is discovered in the
Account of a Participant, in the amount of a Participant's deferrals, or in the
amount of Matching Contributions or Discretionary Contributions credited to the
Participant's Account, the Benefits Committee, in its sole discretion, shall
cause appropriate, equitable adjustments to be made as soon as administratively
practicable following the discovery of such error or omission.


                                   Article 4
                                Investment Funds

     4.1  Selection by Benefits Committee.  From time to time, the Benefits
Committee shall select two or more investment funds (the "Investment Funds") for
purposes of determining the rate of return on amounts deemed invested in
accordance with the terms of the Plan. The Benefits Committee will notify
Participants in writing prior to the beginning of each Plan Year and at such
other times as the Benefits Committee deems necessary or desirable of the
Investment Funds available under the Plan for such Plan Year.  The Benefits
Committee may change, add or remove Investment Funds on a prospective basis at
any time and in any manner it deems appropriate.

     4.2  Participant Direction of Deemed Investments.  Each Participant
generally may direct the manner in which his Accounts shall be deemed invested
in and among the Investment Funds; provided, such investment directions shall be
made in accordance with the following terms:

          (a) Nature of Participant Direction.  The selection of Investment
     Funds by a Participant shall be for the sole purpose of determining the
     rate of return to be credited to his Accounts, and shall not be treated or
     interpreted in any manner whatsoever as a requirement or direction to
     actually invest assets in any Investment Fund or any other investment
     media. The Plan, as an unfunded, nonqualified deferred compensation plan,
     at no time shall have any actual investment of assets relative to the
     benefits or Accounts hereunder.

          (b) Investment of Contributions.  Except as otherwise provided in this
     Section 4.2, each Participant may make an investment election, made in such
     form as the Benefits Committee may direct or permit, prescribing the
     percentage of his future contributions that will be deemed invested in each
     Investment Fund. An initial investment election of a Participant shall be
     made as of the date the Participant commences or recommences participation
     in the Plan and shall apply to all contributions credited to such
     Participant's Accounts after such date. Such

                                      -8-
<PAGE>
 
     Participant may make subsequent investment elections at such times as
     permitted by the Benefits Committee, and such elections shall apply to all
     such specified contributions credited to such Participant's Accounts after
     the effective date of such election.  Any investment election timely and
     properly made pursuant to this subsection with respect to future
     contributions shall remain effective until changed by the Participant.

          (c) Investment of Existing Account Balances.  Each Participant who was
     a Participant under the Plan prior to the Effective Date shall make an
     investment election, effective as of the Effective Date, prescribing the
     percentage of his existing Account balances that will be deemed invested in
     each Investment Fund as of the Effective Date.  Each Participant may make
     an investment election, effective as of the date the Participant commences
     or recommences participation in the Plan, prescribing a different
     percentage of his existing Account balances that will be deemed invested in
     each Investment Fund.  Such Participant may make subsequent investment
     elections at such times as permitted by the Benefits Committee prescribing
     a different percentage of his existing Account balances that will be deemed
     invested in each Investment Fund.  Each such election which is timely and
     properly made shall remain in effect until changed by such Participant.

          (d) Benefits Committee Discretion.  The Benefits Committee shall have
     complete discretion to adopt and revise procedures to be followed in making
     such investment elections.  Such procedures may include, but are not
     limited to, the process of making elections, the permitted frequency of
     making elections, the incremental size of elections, the deadline for
     making elections and the effective date of such elections. Any procedures
     adopted by the Benefits Committee that are inconsistent with the deadlines
     or procedures specified in this Section 4.2 shall supersede such provisions
     of this Section 4.2 without the necessity of a Plan amendment.


                                   Article 5
                           Payment of Account Balances
 
     5.1  Benefit Payments Upon Termination of Service for Reasons Other Than
Death.

     (a) General.  In accordance with the terms of subsection (b) hereof, if a
Participant's employment with the Employers and all other members of the HMG
Group terminates for any reason other than death (including the cessation of his
employer's membership in the HMG Group), he (or his beneficiary, if he dies
after such termination of employment but before distribution of his Accounts)
shall be entitled to receive a distribution of the total of (i) the entire

                                      -9-
<PAGE>
 
amount credited to his Accounts, as adjusted for earnings or losses attributable
thereto, determined as of the business day on which such distribution is
processed; plus (ii) the amount of Deferral Contributions, Matching
Contributions and Discretionary Contributions, if any, made since such business
day; and minus (iii) the amount of any distributions made to the Participant
since such business day.  For purposes of this subsection, the "business day on
which such distribution is processed" refers to the business day established for
such purpose by administrative practice, even if actual payment is made at a
later date due to delays in valuation, administration or any other procedure.
"HMG Group" means the Company and all other companies that are members of the
same controlled group of corporations (within the meaning of Code Section
414(b)) or under common control (within the meaning of Code Section 414(c)) with
the Company.

     (b) Timing of Distribution.  The distribution of the benefit payable to a
Participant under this Section shall be made or commenced not later than 60 days
after the date the Participant's employment with the Employers and all other
members of the HMG Group terminates for any reason other than death.

     5.2  Form of Distribution.

     (a) Lump Sum Payment.  Except as provided in subsection (b) or (c) hereof,
the benefit payable to a Participant under Section 5.1 shall be distributed in
the form of a lump sum payment.

     (b) Annual Installments.  A Participant may elect, at the time he makes his
Deferral Election, or at any later time that is at least one year before his
retirement date, to have any benefit payable under Section 5.1 on account of the
Participant's retirement on or after attainment of age 55 paid in the form of
annual installments over a five or ten year period; provided, if the
Participant's Account balances are less than $50,000 on his employment
termination date, his entire Account balances shall be paid in the form of a
lump sum payment as provided in Section 5.2(a) hereof.  In the event a
Participant elects to have any benefit payable under Section 5.1 paid in the
form of annual installments, such Participant may elect, at any time that is at
least one year before his retirement date, to have his benefit paid in the form
of a lump sum payment.  In the event a Participant elects to have any benefit
payable under Section 5.1 on account of his retirement on or after attainment of
age 55 paid in the form of a lump sum payment, such Participant may elect, at
any time that is at least one year before his retirement date, to have his
benefit paid in the form of annual installments over a five or ten year period.

          (i)  The installment payments shall be made in annual installments
     (adjusted for earnings or losses between payments in accordance with
     Section 3.7), commencing not later than 60 days after the Participant's
     termination of employment, and continuing each successive January
     thereafter.

                                      -10-
<PAGE>
 
     (ii)  If a Participant dies after payment of his Account balances from the
     Plan has begun, but before his entire Account balances have been
     distributed, the remaining amount of his Account balances shall be
     distributed to the Participant's beneficiary in the form of a lump sum
     payment on the Participant's next scheduled payment date as determined in
     accordance with subsection (b)(i) hereof.

          (iii)  Notwithstanding anything in this subsection (b) to the
     contrary, if the Benefits Committee, in its sole discretion, determines
     that a Participant has a "Disability" at the time his employment
     terminates, his entire Accounts shall be paid in the form of a lump sum
     payment as provided in Section 5.2(a) hereof.  For purposes of the Plan,
     "Disability" shall mean that a Participant has incurred a physical or
     mental impairment which entitles him to disability benefits under the
     Employer's long term disability plan (or would so entitle him if he had
     paid the employee portion of the cost of such plan coverage).  In making
     such determination, the Benefits Committee, in its sole discretion, may
     require such medical proof as it deems necessary, including the certificate
     of one or more licensed physicians selected by the Benefits Committee.  The
     decision of the Benefits Committee as to Disability shall be final and
     binding.

     (c) Pre-Effective Date Election.  This subsection (c) applies only to a
Participant who was a Participant prior to the Effective Date.  Notwithstanding
anything to the contrary in subsection (a) or (b) above, if such Participant
selected a form of distribution available under the terms of the Plan as in
effect immediately prior to the Effective Date, which form of distribution is
not available under this Article 5, the benefit payable to him under Section 5.1
shall be paid in accordance with such selection unless the Participant at any
later time that is at least one year before the date his employment with the
Employers and all other members of the HMG Group terminates elects to have such
benefit distributed in the form of a lump sum payment or, subject to the terms
and conditions of subsection (b), annual installments over a five or ten year
period.

     5.3  Death Benefits.  If a Participant dies before payment of his entire
Account balances from the Plan is made, such Participant's beneficiary shall be
entitled to receive a lump sum distribution of the total of (i) the entire
amount credited to such Participant's Accounts, as adjusted for earnings or
losses attributable thereto, determined as of the business day on which such
distribution is processed; plus (ii) the amount of Deferral Contributions,
Matching Contributions and Discretionary Contributions made since such business
day, if any; and minus (iii) the amount of any distributions made to the
Participant since such business day.  For purposes of this Section, the
"business day on which such distribution is processed" refers to the business
day established for such purpose by administrative practice, even if actual
payment is made at a later date due to delays in valuation, administration or
any other procedure.  The benefit shall be distributed to such beneficiary not
later than 60 days after the date of the Participant's death.

                                      -11-
<PAGE>
 
     5.4  In-Service Distributions.

     (a) Hardship Distributions.  Upon receipt of an application for an in-
service hardship distribution and the Benefits Committee's decision, made in its
sole discretion, that a Participant has suffered a "Financial Hardship", the
Participant shall be entitled to receive an in-service distribution from his
Account balances.  "Financial Hardship" shall mean a severe financial hardship
to the Participant resulting from a sudden and unexpected illness or accident of
the Participant or the Participant's dependent (as defined in Code Section
152(a)), loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant.  Financial Hardship shall be determined
by the Benefits Committee on the basis of the facts of each case, including
information supplied by the Participant in accordance with uniform guidelines
prescribed from time to time by the Benefits Committee; provided, the
Participant will be deemed not to have a Financial Hardship to the extent that
such hardship is or may be relieved (i) through reimbursement or compensation by
insurance or otherwise; (ii) by liquidation of the Participant's assets, to the
extent the liquidation of assets would not itself cause severe financial
hardship; or (iii) by cessation of deferrals under the Plan.  Examples of what
are not considered to be Financial Hardships include the need to send a
Participant's child to college or the desire to purchase a home.  Such
distribution shall be paid in a lump sum payment not later than 60 days after
the Benefits Committee determines that the Participant has incurred a Financial
Hardship. The amount of such lump sum payment shall not exceed the total of (i)
the entire amount credited to the Participant's Accounts, as adjusted for
earnings or losses attributable thereto, determined as of the business day on
which such distribution is processed; plus (ii) the amount of Deferral
Contributions, Matching Contributions and Discretionary Contributions made since
such business day, if any; and minus (iii) the amount of any distributions made
to the Participant since such business day; and, the amount of such lump sum
payment shall be further limited to the amount that the Benefits Committee
determines is reasonably necessary to meet the Participant's requirements
resulting from the Financial Hardship.  For purposes of this subsection, the
"business day on which such distribution is processed" refers to the business
day established for such purpose by administrative practice, even if actual
payment is made at a later date due to delays in valuation, administration or
any other procedure.  The amount of such distribution shall reduce the
Participant's Account balances as provided in Section 3.6.

     (b) Distributions with Forfeiture.  Notwithstanding any other provision of
this Article 5 to the contrary, a Participant may elect, at any time prior to
the complete distribution of his Plan Accounts, to receive a distribution of 90
percent of the total of (i) the entire amount credited to his Accounts, as
adjusted for earnings or losses attributable thereto, determined as of the
business day on which such distribution is processed; plus (ii) the amount of
Deferral Contributions, Matching Contributions and Discretionary Contributions
made since such business day, if any; and minus (iii) the amount of any
distributions made to the Participant since such business day.  Such
distribution shall be made not later than 60 days after the date of the
Participant's election under this subsection (b).  As of the business day as of
which such

                                      -12-
<PAGE>
 
distribution is processed, an amount equal to ten percent of such Participant's
total Account balances as of such date shall be permanently and irrevocably
forfeited, and such Participant shall not be eligible to make Deferral
Contributions under the Plan after such distribution.  For purposes of this
subsection, the "business day on which such distribution is processed" refers to
the business day established for such purpose by administrative practice, even
if actual payment is made at a later date due to delays in valuation,
administration or any other procedure.

     (c) Specified In-Service Distributions.  Notwithstanding any other
provision of this Article 5 to the contrary, a Participant may elect on his
Deferral Election to receive an in-service distribution of a specified
percentage (up to 100 percent) or a specified amount of the Deferral
Contributions made pursuant to such Deferral Election, as adjusted for earnings
or losses attributable thereto and reduced for any distributions thereof under
subsection (a) or (b) above, determined as of the business day on which such
distribution is processed.  Such distribution shall be made in a lump sum
payment not later than 60 days after the first day of the Plan Year designated
by the Participant on his Deferral Election provided that such Plan Year begins
after the third anniversary of the date the Deferral Contribution to be
distributed would have been paid to the Participant but for his Deferral
Election.  For purposes of this subsection, the "business day on which such
distribution is processed" refers to the business day established for such
purpose by administrative practice, even if actual payment is made at a later
date due to delays in valuation, administration or any other procedure.  The
amount of such distribution shall reduce the Participant's Deferral Contribution
Account balance as provided in Section 3.6.  Any portion of the Participant's
Deferral Contribution Account which is not distributed under this subsection (c)
shall be distributed in accordance with Section 5.1 or 5.3, whichever is
applicable, and shall remain available for distributions under this Section 5.4
except for any other in-service distributions under this Section 5.4(c).  If the
Participant's employment with the Employers and all other members of the HMG
Group terminates for any reason prior to the payment of his in-service
distribution hereunder, his in-service distribution election shall be cancelled
and of no effect and the Participant's Deferral Contribution Account shall be
distributed in accordance with Section 5.1 or 5.3, whichever is applicable.

     (d) Deductible Limit.  Notwithstanding anything in the Plan to the
contrary, the distribution of a Participant's benefit hereunder prior to his
termination of employment with the Employer and all other members of the HMG
Group shall be limited to an amount that would not cause the Participant to
receive compensation that the Benefits Committee determines would not be
deductible under Code Section 162(m).

     5.5  Beneficiary Designation.  Participants shall designate and from time
to time may redesignate their beneficiaries to receive any death benefits that
may be payable under the Plan upon such Participant's death in such form and
manner as the Benefits Committee may determine.  In the case of a Participant
who is legally married on the date of his death, his beneficiary shall be his
surviving spouse unless such spouse validly consents in writing to a

                                      -13-
<PAGE>
 
different beneficiary designation or the Participant establishes to the
satisfaction of the Benefits Committee that the consent cannot be obtained
because there is no spouse, the spouse cannot be found or some other reasonable
excuse.  In the event that:

          (i) a Participant dies without designating a beneficiary;

          (ii) the beneficiary designated by a Participant is not alive when a
     payment is to be made to such person under the Plan, and no contingent
     beneficiary has been designated; or

          (iii) the beneficiary designated by a Participant cannot be located by
     the Benefits Committee within one year from the date benefits are to be
     paid to such person;

then, in any of such events, the beneficiary of such Participant with respect to
any benefits that remain payable under the Plan shall be the Participant's
surviving spouse, if any, and if not, the estate of the Participant.


                                   Article 6
                                     Claims

     6.1  Initial Claim.  Claims for benefits under the Plan may be filed with
the Benefits Committee on forms or in such other written documents, as the
Benefits Committee may prescribe.  The Benefits Committee shall furnish to the
claimant written notice of the disposition of a claim within 90 days after the
application therefor is filed.  In the event the claim is denied, the notice of
the disposition of the claim shall provide the specific reasons for the denial,
citations of the pertinent provisions of the Plan, and, where appropriate, an
explanation as to how the claimant can perfect the claim or submit the claim for
review.

     6.2  Appeal.  Any Participant or beneficiary who has been denied a benefit
shall be entitled, upon request to the Benefits Committee, to appeal the denial
of his claim. The claimant (or his duly authorized representative) may review
pertinent documents related to the Plan and in the Benefits Committee's
possession in order to prepare the appeal. The request for review, together with
a written statement of the claimant's position, must be filed with the Benefits
Committee no later than 60 days after receipt of the written notification of
denial of a claim provided for in Section 6.1.  The Benefits Committee's
decision shall be made within 60 days following the filing of the request for
review.  If unfavorable, the notice of the decision shall explain the reasons
for denial and indicate the provisions of the Plan or other documents used to
arrive at the decision.

                                      -14-
<PAGE>
 
     6.3  Satisfaction of Claims.  Any payment to a Participant or beneficiary
shall to the extent thereof be in full satisfaction of all claims hereunder
against the Benefits Committee and the Employers, any of whom may require such
Participant or beneficiary, as a condition to such payment, to execute a receipt
and release therefor in such form as shall be determined by the Benefits
Committee or the Employers.  If receipt and release is required but the
Participant or beneficiary (as applicable) does not provide such receipt and
release in a timely enough manner to permit a timely distribution in accordance
with the general timing of distribution provisions in the Plan, the payment of
any affected distribution may be delayed until the Benefits Committee or the
Employers receive a proper receipt and release.


                                   Article 7
                          No Funding of Plan Benefits

     Nothing herein shall require the Employers to segregate or set aside any
funds or other property for the purpose of paying any benefits under the Plan.
Nothing contained in this Plan, and no action taken pursuant to its provisions
by the Employers or the Benefits Committee shall create, nor be construed to
create, a trust of any kind or a fiduciary relationship between the Employers
and the Participant, his beneficiary, or any other person.  Benefits hereunder
shall be paid from assets which shall continue, for all purposes, to be a part
of the general, unrestricted assets of the Employers.  The obligation of the
Employers hereunder shall be an unfunded and unsecured promise to pay money in
the future.  To the extent that the Participant or his beneficiary is entitled
to receive payments from the Employers under the provisions hereof, such right
shall be no greater than the right of any unsecured general creditor of the
Employers; no such person shall have nor acquire any legal or equitable right,
interest or claim in or to any property or assets of the Employers.  It is
intended that the Plan be unfunded for tax purposes and for purposes of Title I
of ERISA.


                                   Article 8
                               Benefits Committee

     8.1  Benefits Committee's Duties.   The Benefits Committee is the plan
administrator.  Except as otherwise specifically provided and in addition to the
powers, rights and duties specifically given to the Benefits Committee elsewhere
in the Plan, the Benefits Committee shall have the following discretionary
powers, rights and duties:

          (a) To construe and interpret the Plan, to decide all questions of
     Plan eligibility, to determine the amount, manner and time of payment of
     any benefits under the Plan, and to remedy ambiguities, inconsistencies or
     omissions in its sole and complete discretion.

                                      -15-
<PAGE>
 
          (b) To adopt such rules of procedure as may be necessary for the
     efficient administration of the Plan and as are consistent with the Plan,
     and to enforce the Plan in accordance with its terms and such rules.

          (c) To make determinations as to the right of any person to a benefit,
     to afford any person dissatisfied with such determination the right to a
     hearing thereon, and to direct payments or distributions in accordance with
     the provisions of the Plan.

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

          (e) To enroll Participants in the Plan, distribute and receive Plan
     administration forms and comply with all applicable governmental reporting
     and disclosure requirements.

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

          (g) To report at least annually to the Board of Directors of the
     Company or to such person or persons as the Board of Directors of the
     Company designates as to the administration of the Plan, any significant
     problems which have developed in connection with the administration of the
     Plan and any recommendations which the Benefits Committee may have as to
     the amendment of the Plan or the modification of Plan administration.  At
     least once for each Plan Year, the Benefits Committee shall cause a written
     statement of a Participant's Account balances to be distributed to the
     Participant.

     8.2  Action by Plan Administration.  During a period in which two or more
Benefits Committee members are acting, any action by the Benefits Committee will
be subject to the following provisions:

          (a) The Benefits Committee may act by meeting (including a meeting
     from different locations by telephone conference) or by document signed
     without meeting, and documents may be signed through the use of a single
     document or concurrent documents; provided, action shall be taken only upon
     the vote or other affirmative expression of a majority of the Benefits
     Committee members qualified to vote with respect to such action.

                                      -16-
<PAGE>
 
          (b) A Benefits Committee member by writing may delegate part or all of
     his rights, powers, duties and discretion to any other Benefits Committee
     member, with such other Benefits Committee member's consent.

          (c) No member of the Benefits Committee shall be liable or responsible
     for an act or omission of other Benefits Committee members in which the
     former has not concurred.

          (d) The Benefits Committee shall choose a secretary who shall keep
     minutes of the Benefits Committee's proceedings and all records and
     documents pertaining to the administration of the Plan.  The secretary may
     execute any certificate or other written direction on behalf of the
     Benefits Committee.

     8.3  Information Required for Plan Administration.  The Employers shall
furnish the Benefits Committee with such data and information as the Benefits
Committee considers necessary or desirable to perform its duties with respect to
Plan administration.  The records of an Employer as to an employee's or
Participant's period or periods of employment, termination of employment and the
reason therefor, leaves of absence, reemployment and base salary and bonus will
be conclusive on all persons unless determined to the Benefits Committee's
satisfaction to be incorrect.  Participants and other persons entitled to
benefits under the Plan also shall furnish the Benefits Committee with such
evidence, data or information as the Benefits Committee considers necessary or
desirable for the Benefits Committee to perform its duties with respect to Plan
administration.

     8.4  Decision of Benefits Committee Final.  Subject to applicable law and
Article 6, any interpretation of the provisions of the Plan and any decision on
any matter within the discretion of the Benefits Committee made by the Benefits
Committee in good faith shall be binding on all persons.  A misstatement or
other mistake of fact shall be corrected when it becomes known and the Benefits
Committee shall make such adjustment on account thereof as the Benefits
Committee considers equitable and practicable.

     8.5  Interested Benefits Committee Member.  If a member of the Benefits
Committee is also a Participant in the Plan, he may not decide or determine any
matter or question concerning his benefits unless such decision or determination
could be made by him under the Plan if he were not a Benefits Committee member.

     8.6  Indemnification.  No person (including any present or former Benefits
Committee member, and any present or former director, officer or employee of any
Employer) shall be personally liable for any act done or omitted to be done in
good faith in the administration of the Plan.  Each present or former director,
officer or employee of any Employer to whom the Benefits Committee or an
Employer has delegated any portion of its responsibilities under the Plan and
each present or former Benefits Committee member shall be indemnified and saved

                                      -17-
<PAGE>
 
harmless by the Employers (to the extent not indemnified or saved harmless under
any liability insurance or other indemnification arrangement with respect to the
Plan) from and against any and all claims of liability to which they are
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the Plan, including all expenses
reasonably incurred in their defense if the Employers fail to provide such
defense.  No member of the Benefits Committee shall be liable for any act or
omission of any other member of the Benefits Committee, nor for any act or
omission upon his own part, excepting his own willful misconduct.


                                   Article 9
                           Relating to the Employers

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

     9.2  Additional Employers.  Any Subsidiary of the Company that is not an
Employer may adopt the Plan and become an Employer hereunder by filing with the
Benefits Committee a certified copy of a resolution of the Board of Directors of
the Subsidiary providing for its adoption of the Plan and a certified copy of a
resolution of the Board of Directors of the Company consenting to such adoption.


                                   Article 10
                           Amendment and Termination

     10.1 Amendment.  While the Employers expect and intend to continue the
Plan, the Company must necessarily reserve and hereby does reserve the right to
amend the Plan from time to time.  Any amendment of the Plan will be by
resolution of the Board of Directors of the Company or any committee of the
Board of Directors to whom such authority has been delegated.  Notwithstanding
the preceding sentence, the Benefits Committee may amend the Plan in the
following respects without the approval of the Board of Directors of the
Company:  (i) amendments required by law; (ii) amendments that relate to the
administration of the Plan and that do not materially change the cost of the
Plan; and (iii) amendments that are designed to resolve possible ambiguities,
inconsistencies, or omissions in the Plan and that do not materially increase
the cost of the Plan.  No amendment shall reduce the value of a Participant's
Account balances to less than the amount (as subsequently adjusted for earnings
and losses attributable thereto) he would be entitled to receive if he had
resigned from the employ of all of the Employers on the day of the amendment.

                                      -18-
<PAGE>
 
     10.2 Termination.  The Plan will terminate as to all Employers on any date
specified by the Company if advance written notice of the termination is given
to the Benefits Committee and any other Employers.  The Plan will terminate as
to an individual Employer on the first to occur of the following:

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

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

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

               (i)  in any such event arrangements may be made with the consent
          of the Company whereby the Plan will be continued by any successor to
          that Employer or any purchaser of all or substantially all of its
          assets without a termination thereof, in which case the successor or
          purchaser will be substituted for that Employer under the Plan; and

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

Notwithstanding the foregoing, if any of the events described above should occur
but some or all of the Participants employed by an Employer are transferred to
employment with one or more of the other Employers coincident with or
immediately after the occurrence of such event, the Plan as applied to those
Participants will automatically continue in effect without a termination
thereof.

     10.3 Distribution on Termination.  On termination of the Plan as respects
all Employers (and, at the discretion of the Company, on a termination of the
Plan as respects any Employer that does not result in the termination of the
Plan as respects all Employers), each affected Participant's Accounts shall be
distributed in a lump sum payment as soon as practicable after the date the Plan
is terminated.  The amount of any such distribution shall be determined as of
the business day on which such distribution is processed.  For purposes of this
Section, the "business day on which such distribution is processed" refers to
the business day established for such purpose by administrative practice, even
if actual payment is made at a later date due to delays in valuation,
administration or any other procedure.  Such determination shall be binding on
all Participants and beneficiaries.

                                      -19-
<PAGE>
 
                                   Article 11
                               General Provisions

     11.1 Notices.  Any notice or document relating to the Plan required to be
given to or filed with the Benefits Committee or any Employer shall be
considered as given or filed if delivered or mailed by registered or certified
mail, postage prepaid, to the Benefits Committee, in care of the Company.

     11.2 Nonalienation of Plan Benefits.  The rights or interests of any
Participant or any Participant's beneficiaries to any benefits or future
payments under the Plan shall not be subject to attachment or garnishment or
other legal process by any creditor of any such Participant or beneficiary nor
shall any such Participant or beneficiary have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or rights
which he may expect to receive under the Plan, except as may be required by the
tax withholding provisions of the Code or a state's income tax act.

     11.3 Payment with Respect to Incapacitated Persons.  If any person entitled
to benefits under the Plan is under a legal disability or, in the Benefits
Committee's opinion, is incapacitated in any way so as to be unable to manage
his financial affairs, the Benefits Committee may direct the payment of such
benefits to such person's legal representative or to a relative or friend of
such person for such person's benefit, or the Benefits Committee may direct the
application of such benefit for the benefit of such person in any manner which
the Benefits Committee may select that is consistent with the Plan.  Any
payments made in accordance with the foregoing provisions of this Section 11.3
shall be a full and complete discharge of any liability for such payments.

     11.4 No Employment or Benefit Guaranty.  None of the establishment of the
Plan, any modification thereof, the creation of any fund or account, or the
payment of any benefits shall be construed as giving to any Participant or other
person any legal or equitable right against the Employers or the Benefits
Committee except as provided herein.  Under no circumstances shall the
maintenance of this Plan constitute a contract of employment or shall the terms
of employment of any Participant be modified or in any way affected hereby.
Accordingly, participation in the Plan will not give any Participant a right to
be retained in the employ of any Employer.

     11.5 Litigation.  In any action or proceeding regarding any Plan benefits
or the administration of the Plan, employees or former employees of the
Employers, their beneficiaries and any other persons claiming to have an
interest in the Plan shall not be necessary parties and shall not be entitled to
any notice of process.  Any final judgment which is not appealed or appealable
and which may be entered in any such action or proceeding shall be binding and
conclusive on the parties hereto and on all persons having or claiming to have
any interest in the

                                      -20-
<PAGE>
 
Plan.  Acceptance of participation in the Plan shall constitute a release of the
Employers, the Benefits Committee and their agents from any and all liability
and obligation not involving willful misconduct or gross neglect.

     11.6 Headings.  The headings of the various Articles and Sections in the
Plan are solely for convenience and shall not be relied upon in construing any
provisions hereof. Any reference to a Section shall refer to a Section of the
Plan unless specified otherwise.

     11.7 Evidence.  Evidence required of anyone under the Plan shall be signed,
made or presented by the proper party or parties and may be by certificate,
affidavit, document or other information which the person acting thereon
considers pertinent and reliable.

     11.8 Gender and Number.  Words denoting the masculine gender shall include
the feminine and neuter genders, the singular shall include the plural and the
plural shall include the singular wherever required by the context.

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

     11.10  Applicable Law.  The Plan shall be construed in accordance with the
laws of the State of Mississippi.

     11.11  Severability.  Whenever possible, each provision of the Plan shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
or any other jurisdiction, and the Plan shall be reformed, construed and
enforced in such jurisdiction so as to best give effect to the intent of the
Company under the Plan.

     11.12  Withholding for Taxes.  Notwithstanding any other provisions of the
Plan, any Employer may withhold from any payment to be made under the Plan such
amount or amounts as may be required for purposes of complying with the tax
withholding provisions of the Code, any state or local income tax act or any
applicable similar laws.

     11.13  Successors.  The Plan is binding on all persons entitled to benefits
hereunder and their respective heirs and legal representatives, on the Benefits
Committee and its successor and on the Employers and their successors, whether
by way of merger, consolidation, purchase or otherwise.

          11.14  Effect on Other Employee Benefit Plans.  Any benefit paid or
payable under this Plan shall not be included in a Participant's or employee's
compensation for purposes of computing benefits under any employee benefit plan
maintained or contributed to by an Employer except as may otherwise be required
under the terms of such employee benefit plan.

                                      -21-