<PAGE>   1

                                                                    EXHIBIT 10.3

                           UNITED COMPANIES FINANCIAL
                                  CORPORATION

                            EMPLOYEES' SAVINGS PLAN


Defined Contribution Plan 7.6

Restated January 1, 1994
<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<S>            <C>      <C>
INTRODUCTION

ARTICLE I                    FORMAT AND DEFINITIONS

      Section  1.01     -----Format
      Section  1.02     -----Definitions

ARTICLE II                   PARTICIPATION

      Section  2.01     -----Active Participant
      Section  2.02     -----Inactive Participant
      Section  2.03     -----Cessation of Participation
      Section  2.04     -----Adopting Employers-Single Plan

ARTICLE III                  CONTRIBUTIONS

      Section  3.01     -----Employer Contributions
      Section  3.01A    -----Rollover Contributions
      Section  3.02     -----Forfeitures
      Section  3.03     -----Allocation
      Section  3.04     -----Contribution Limitation
      Section  3.05     -----Excess Amounts

ARTICLE IV                   INVESTMENT OF CONTRIBUTIONS

      Section  4.01     -----Investment of Contributions
      Section  4.02     -----Company Stock
      Section  4.03     -----Transactions Involving Employer Securities

ARTICLE V                    BENEFITS

      Section  5.01     -----Retirement Benefits
      Section  5.02     -----Death Benefits
      Section  5.03     -----Vested Benefits
      Section  5.04     -----When Benefits Start
      Section  5.05     -----Loans to Participants

ARTICLE VI                   DISTRIBUTION OF BENEFITS

      Section  6.01     -----Automatic Forms of Distribution
      Section  6.02     -----Optional Forms of Distribution and Distribution Requirements
      Section  6.03     -----Election Procedures
      Section  6.04     -----Notice Requirements
</TABLE>





TABLE OF CONTENTS                     2
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<TABLE>
<S>                     <C>
ARTICLE VII                  TERMINATION OF PLAN

ARTICLE VIII                 ADMINISTRATION OF PLAN

      Section  8.01     -----Administration
      Section  8.02     -----Records
      Section  8.03     -----Information Available
      Section  8.04     -----Claim and Appeal Procedures
      Section  8.05     -----Unclaimed Vested Account Procedure
      Section  8.06     -----Delegation of Authority

ARTICLE IX                   GENERAL PROVISIONS

      Section  9.01     -----Amendments
      Section  9.02     -----Direct Rollovers
      Section  9.03     -----Mergers and Direct Transfers
      Section  9.04     -----Provisions Relating to the Insurer and Other Parties
      Section  9.05     -----Employment Status
      Section  9.06     -----Rights to Plan Assets
      Section  9.07     -----Beneficiary
      Section  9.08     -----Nonalienation of Benefits
      Section  9.09     -----Construction
      Section  9.10     -----Legal Actions
      Section  9.11     -----Small Amounts
      Section  9.12     -----Word Usage
      Section  9.13     -----Transfers Between Plans

ARTICLE X                    TOP-HEAVY PLAN REQUIREMENTS

      Section 10.01     -----Application
      Section 10.02     -----Definitions
      Section 10.03     -----Modification of Vesting Requirements
      Section 10.04     -----Modification of Contributions
      Section 10.05     -----Modification of Contribution Limitation

PLAN EXECUTION
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TABLE OF CONTENTS                     3
<PAGE>   4
                                  INTRODUCTION


       The Primary Employer previously established a savings plan on July 1,
1987.

       The Primary Employer is of the opinion that the plan should be changed.
It believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions.  The restatement,
effective January 1, 1994, is set forth in this document and is substituted in
lieu of the prior document.

       The restated plan continues to be for the exclusive benefit of employees
of the Employer.  All persons covered under the plan on December 31, 1993,
shall continue to be covered under the restated plan with no loss of benefits.

       It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.





INTRODUCTION                          4
<PAGE>   5
                                   ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

       Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

       These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

       ACCOUNT means, for a Participant, his share of the Investment Fund.
       Separate accounting records are kept for those parts of his Account that
       result from:

       (a)    Elective Deferral Contributions

       (b)    Matching Contributions

       (c)    Other Employer Contributions

              If the Employer elects to include any of these Contributions in
              computing the percentages in the EXCESS AMOUNTS SECTION of
              Article III, a separate accounting record shall be kept for any
              part of his Account resulting from such Employer Contributions.

       (d)    Rollover Contributions

              A Participant's Account shall be reduced by any distribution of
              his Vested Account and by any Forfeitures.  A Participant's
              Account will participate in the earnings credited, expenses
              charged and any appreciation or depreciation of the Investment
              Fund.  His Account is subject to any minimum guarantees
              applicable under the Group Contract or other investment
              arrangement.

       ACTIVE PARTICIPANT means an Eligible Employee who is actively
       participating in the Plan according to the provisions in the ACTIVE
       PARTICIPANT SECTION of Article II.

       ADOPTING EMPLOYER means an employer controlled by or affiliated with the
       Employer and listed in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of
       Article II.

       AFFILIATED SERVICE GROUP means any group of corporations, partnerships
       or other organizations of which the Employer is a part and which is
       affiliated within the meaning of Code Section 414(m) and regulations
       thereunder.  Such a group includes at least two organizations one of
       which is either a service organization (that is, an organization the
       principal business of which is performing services), or an organization
       the principal business of which is performing management functions on a
       regular and continuing basis.  Such service is of a type historically
       performed by employees.  In the case of a management organization, the
       Affiliated Service Group shall include organizations related, within the





ARTICLE I                             5
<PAGE>   6
       meaning of Code Section 144(a)(3), to either the management organization
       or the organization for which it performs management functions.  The
       term Controlled Group, as it is used in this Plan, shall include the
       term Affiliated Service Group.

       ANNUITY STARTING DATE means, for a Participant, the first day of the
       first period for which an amount is paid as an annuity or any other
       form.

       BENEFICIARY means the person or persons named by a Participant to
       receive any benefits under this Plan upon the Participant's death.  See
       the BENEFICIARY SECTION of Article IX.

       CLAIMANT means any person who has made a claim for benefits under this
       Plan.  See the CLAIM AND APPEAL PROCEDURES SECTION of Article VIII.

       CODE means the Internal Revenue Code of 1986, as amended.

       COMPANY STOCK means the single class of common stock of the Employer
       which is publicly traded.

       COMPENSATION means, except as modified in this definition, the total
       earnings paid or made available to an Employee by the Employer during
       any specified period.

       "Earnings" in this definition means all wages, salaries, fees for
       professional services and other amounts received (whether or not paid in
       cash) for personal services actually rendered in the course of
       employment with the Employer maintaining the plan, but only to the
       extent includable in gross income.  Earnings include, but are not
       limited to, commissions paid salesmen, compensation for services on the
       basis of a percentage of profits, commissions on insurance premiums,
       tips, bonuses, fringe benefits and reimbursements or other expense
       allowances under a nonaccountable plan (as described in section
       1.62-2(c) of the regulations).  Earnings do not include:

       (a)    Contributions made by the Employer to a plan of deferred
              compensation to the extent contributions are not included in the
              gross income of the Employee for the taxable year in which
              contributed, or on behalf of the Employee to a simplified
              employee pension plan to the extent such contributions are
              deductible by the Employee, and any distributions from a plan of
              deferred compensation whether or not includable in the gross
              income of the Employee when distributed.

       (b)    Amounts realized from the exercise of a non-qualified stock
              option, or when restricted stock (or property) held by an
              Employee becomes freely transferable or is no longer subject to a
              substantial risk of forfeiture.

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

       (d)    Other amounts which receive special tax benefits, or
              contributions made by the Employer (whether or not under a salary
              reduction agreement) towards the purchase of an annuity contract
              described in Code Section 403(b) (whether or not the
              contributions are actually excludable from the gross income of
              the Employee).

       Compensation shall exclude reimbursements or other expense allowances,
       fringe benefits (cash or noncash), moving expenses, deferred
       compensation and welfare benefits.

       Compensation shall also include elective contributions.  Elective
       contributions are amounts excludable from the Employee's gross income
       under Code Sections 125, 402(e)(3), 402(h) or 403(b), and contributed by
       the Employer, at the Employee's election, to a Code Section 401(k)
       arrangement, a simplified employee





ARTICLE I                             6
<PAGE>   7
       pension, cafeteria plan or tax-sheltered annuity.  Elective
       contributions also include Compensation deferred under a Code Section
       457 plan maintained by the Employer and Employee contributions "picked
       up" by a governmental entity and, pursuant to Code Section 414(h)(2),
       treated as Employer contributions.

       For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer
       may elect to use an alternative nondiscriminatory definition of
       Compensation in accordance with the regulations under Code Section
       414(s).

       For Plan Years beginning after December 31, 1988, and before January 1,
       1994, the annual Compensation of each Participant taken into account for
       determining all benefits provided under the Plan for any year shall not
       exceed $200,000.  For Plan Years beginning on or after January 1, 1994,
       the annual Compensation of each Participant taken into account for
       determining all benefits provided under the Plan for any year shall not
       exceed $150,000.

       The $200,000 limit shall be adjusted by the Secretary at the same time
       and in the same manner as under Code Section 415(d).  The $150,000 limit
       shall be adjusted by the Commissioner for increases in the cost of
       living in accordance with Code Section 401(a)(17)(B).  The cost of
       living adjustment in effect for a calendar year applies to any period,
       not exceeding 12 months, over which pay is determined (determination
       period) beginning in such calendar year.  If a determination period
       consists of fewer than 12 months, the 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 purposes of determining the Compensation of a Participant for the
       annual compensation limit, all Participants who are Family Members of a
       Highly Compensated Employee who is a five percent owner or who is one of
       the ten (10) highest paid Participants will be considered as being
       one(1) Employee and the annual compensation limit will be allocated
       among such individuals by reducing the salary of any Family Member who
       is limited by Code Section 415 to the lowest amount which permits this
       limit to be reached, thereafter by reducing the salary of the highest
       paid Family Member(s) until the aggregate dollar limit is met or until
       the next highest Family Member's Compensation is reached in which case
       such next highest Family Member's Compensation shall be reduced at the
       same rate.  This process shall be repeated until the annual limit is
       reached.  A Family Member, for purposes of this Section, shall include
       only the spouse of a Highly Compensated Employee and any lineal
       descendants of the Highly Compensated Employee who have not attained age
       19 before the last day of the Plan Year.

       If Compensation for any prior determination period is taken into account
       in determining a Participant's benefits accruing in the current Plan
       Year, the Compensation for that prior determination period is subject to
       the 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 Years beginning on or after January 1,
       1989, which are used to determine benefits in Plan Year beginning after
       December 31, 1988 and before January 1, 1994, the annual compensation
       limit is $200,000.  For this purpose, for determination periods
       beginning before the first day of the first Plan Year beginning on or
       after January 1, 1994, which are used to determine benefits in Plan
       Years beginning on or after January 1, 1994, the annual compensation
       limit is $150,000.

       COMPENSATION YEAR means each one-year period ending on the last day of
       the Plan Year, including corresponding periods before July 1, 1987.

       CONTINGENT ANNUITANT means an individual named by the Participant to
       receive a lifetime benefit after the Participant's death in accordance
       with a survivorship life annuity.

       CONTRIBUTIONS means





ARTICLE I                             7
<PAGE>   8
              Elective Deferral Contributions
              Matching Contributions
              Qualified Nonelective Contributions
              Discretionary Contributions
              Rollover Contributions

       as set out in Article III, unless the context clearly indicates
       otherwise.

       CONTROLLED GROUP means any group of corporations, trades or businesses
       of which the Employer is a part that are under common control.  A
       Controlled Group includes any group of corporations, trades or
       businesses, whether or not incorporated, which is either a
       parent-subsidiary group, a brother-sister group, or a combined group
       within the meaning of Code Section 414(b), Code Section 414(c) and
       regulations thereunder and, for purposes of determining contribution
       limitations under the CONTRIBUTION LIMITATION SECTION of Article III, as
       modified by Code Section 415(h) and, for the purpose of identifying
       Leased Employees, as modified by Code Section 144(a)(3).  The term
       Controlled Group, as it is used in this Plan, shall include the term
       Affiliated Service Group and any other employer required to be
       aggregated with the Employer under Code Section 414(o) and the
       regulations thereunder.

       DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement
       Plan specified by the Distributee.

       DISCRETIONARY CONTRIBUTIONS means discretionary contributions made by
       the Employer to fund this Plan.  See the EMPLOYER CONTRIBUTIONS SECTION
       of Article III.

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

       ELECTIVE DEFERRAL CONTRIBUTIONS means Contributions made by the Employer
       to fund this Plan in accordance with a qualified cash or deferred
       arrangement as described in Code Section 401(k).  See the EMPLOYER
       CONTRIBUTIONS SECTION of Article III.

       ELIGIBILITY BREAK IN SERVICE means an Eligibility Computation Period in
       which an Employee is credited with 500 or fewer Hours-of-Service.  An
       Employee incurs an Eligibility Break in Service on the last day of an
       Eligibility Computation Period in which he has an Eligibility Break in
       Service.

       ELIGIBILITY COMPUTATION PERIOD means a 12-consecutive month period.  The
       first Eligibility Computation Period begins on an Employee's Employment
       Commencement Date.  Later Eligibility Computation Periods shall be
       12-consecutive month periods ending on the last day of each Plan Year
       that begins after his Employment Commencement Date.

       To determine an Eligibility Computation Period after an Eligibility
       Break in Service, the Plan shall use the 12-consecutive month period
       beginning on an Employee's Reemployment Commencement Date as if his
       Reemployment Commencement Date were his Employment Commencement Date.

       ELIGIBILITY SERVICE means one year of service for each Eligibility
       Computation Period that has ended and in which an Employee is credited
       with at least 1,000 Hours-of-Service.

       However, Eligibility Service is modified as follows:





ARTICLE I                             8
<PAGE>   9
       Predecessor Employer service included:

              An Employee's service with a Predecessor Employer shall be
              included as service with the Employer.  This service includes
              service performed while a proprietor or partner.

       Period of Military Duty included:

              A Period of Military Duty shall be included as service with the
              Employer to the extent it has not already been credited.  For
              purposes of crediting Hours-of-Service during the Period of
              Military Duty, an Hour-of-Service shall be credited (without
              regard to the 501 Hour-of-Service limitation) for each hour an
              Employee would normally have been scheduled to work for the
              Employer during such period.

       Controlled Group service included:

              An Employee's service with a member firm of a Controlled Group
              while both that firm and the Employer were members of the
              Controlled Group shall be included as service with the Employer.

       ELIGIBLE EMPLOYEE means any Employee of the Employer who meets the
       following requirements.  He is not employed as a leased Employee; he is
       not a non-resident alien deriving no income from the Employer from
       sources within the United States; he is not an owner-employee or a
       share-holder employee of the Employer or of an Adopting Employer; and,
       his employment classification with the Employer is the following:

              Nonbargaining class (not represented for collective bargaining
              purposes by a bargaining unit which has bargained in good faith
              with the Employer on the subject of retirement benefits).

       An otherwise Eligible Employee must be an Employee of the Primary
       Employer or an Adopting Employer to be eligible under this Plan.

       ELIGIBLE RETIREMENT PLAN means an individual retirement account
       described in Code Section 408(a), an individual retirement annuity
       described in Code Section 408(b), an annuity plan described in Code
       Section 403(a) or a qualified trust described in Code Section 401(a),
       that accepts the Distributee's Eligible Rollover Distribution.


       However, in the case of an Eligible Rollover Distribution to the
       surviving spouse, an Eligible Retirement Plan is an individual
       retirement account or individual retirement annuity.

       ELIGIBLE ROLLOVER DISTRIBUTION means 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:

       (a)    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.

       (b)    Any distribution to the extent such distribution is required
              under Code Section 401(a)(9).





ARTICLE I                             9
<PAGE>   10
       (c)    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).

       EMPLOYEE means an individual who is employed by the Employer or any
       other employer required to be aggregated with the Employer under Code
       Sections 414(b), (c), (m) or (o).  A Controlled Group member is required
       to be aggregated with the Employer.

       EMPLOYER means the Primary Employer.  This will also include any
       successor corporation or firm of the Employer which shall, by written
       agreement, assume the obligations of this Plan or any predecessor
       corporation or firm of the Employer (absorbed by the Employer, or of
       which the Employer was once a part) which became a predecessor because of
       a change of name, merger, purchase of stock or purchase of assets and
       which maintained this Plan.

       EMPLOYER CONTRIBUTIONS means

              Elective Deferral Contributions
              Matching Contributions
              Qualified Nonelective Contributions
              Discretionary Contributions

       as set out in Article III, unless the context clearly indicates
       otherwise.

       EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs
       an Hour-of-Service.

       ENTRY DATE means the date an Employee first enters the Plan as an Active
       Participant.  See the ACTIVE PARTICIPANT SECTION of Article II.

       FAIR MARKET VALUE means the valuation of Company Stock for purposes of
       transactions with the Plan, as that valuation is determined under the
       adequate consideration rules of proposed labor regulations Section
       2510.3- 18(b).

       FAMILY MEMBER means an individual described in Code Section
       414(q)(6)(B).

       FISCAL YEAR means the Primary Employer's taxable year.  The last day of
       the Fiscal Year is December 31.

       FORFEITURE means the part, if any, of a Participant's Account that is
       forfeited.  See the FORFEITURES SECTION of Article III.

       FORFEITURE DATE means, as to a Participant, the date the Participant
       incurs five consecutive Vesting Breaks in Service.  A Participant incurs
       a Vesting Break in Service on the last day of the period used to
       determine the Vesting Break in Service.

       This is the date on which the Participant's Nonvested Account will be
       forfeited unless an earlier forfeiture occurs as provided in the
       FORFEITURES SECTION of Article III.





ARTICLE I                            10
<PAGE>   11
       GROUP CONTRACT means the group annuity contract or contracts into which
       the Primary Employer enters with the Insurer for the investment of
       Contributions and the payment of benefits under this Plan.  The term
       Group Contract as it is used in this Plan is deemed to include the
       plural unless the context clearly indicates otherwise.

       HIGHLY COMPENSATED EMPLOYEE means a highly compensated active Employee
       or a highly compensated former Employee.

       A highly compensated active Employee means any Employee who performs
       service for the Employer during the determination year and who, during
       the look-back year:

       (a)    received compensation from the Employer in excess of $75,000 (as
              adjusted pursuant to Code Section 415(d));

       (b)    received compensation from the Employer in excess of $50,000 (as
              adjusted pursuant to Code Section 415(d)) and was a member of the
              top-paid group for such year; or

       (c)    was an officer of the Employer and received compensation during
              such year that is greater than 50 percent of the dollar
              limitation in effect under Code Section 415(b)(1)(A).

       The term Highly Compensated Employee also means:

       (d)    Employees who are both described in the preceding sentence if the
              term "determination year" is substituted for the term "look-back
              year" and the Employee is one of the 100 Employees who received
              the most compensation from the Employer during the determination
              year; and

       (e)    Employees who are 5 percent owners at any time during the
              look-back year or determination year.

       If no officer has satisfied the compensation requirement of (c) above
       during either a determination year or look-back year, the highest paid
       officer for such year shall be treated as a Highly Compensated Employee.

       For this purpose, the determination year shall be the Plan Year.  The
       look-back year shall be the twelve-month period immediately preceding
       the determination year.

       A highly compensated former Employee means any Employee who separated
       from service (or was deemed to have separated) prior to the
       determination year, performs no service for the Employer during the
       determination year, and was a highly compensated active Employee for
       either the separation year or any determination year ending on or after
       the Employee's 55th birthday.

       If an Employee is, during a determination year or look-back year, a
       family member of either a 5 percent owner who is an active or former
       Employee or a Highly Compensated Employee who is one of the 10 most
       highly compensated Employees ranked on the basis of compensation paid by
       the Employer during such year, then the family member and the 5 percent
       owner or top-ten highly compensated Employee shall be aggregated.  In
       such case, the family member and 5 percent owner or top-ten highly
       compensated Employee shall be treated as a single Employee receiving
       compensation and Plan contributions or benefits equal to the sum of such
       compensation and contributions or benefits of the family member and 5
       percent





ARTICLE I                            11
<PAGE>   12
       owner or top-ten highly compensated Employee.  For purposes of this
       definition, family member includes the spouse, lineal ascendants and
       descendants of the Employee or former Employee and the spouses of such
       lineal ascendants and descendants.

       The determination of who is a Highly Compensated Employee, including the
       determinations of the number and identity of Employees in the top-paid
       group, the top 100 Employees, the number of Employees treated as
       officers and the compensation that is considered, will be made in
       accordance with Code Section 414(q) and the regulations thereunder.

       HOUR-OF-SERVICE means the following:

       (a)    Each hour for which an Employee is paid, or entitled to payment,
              for performing duties for the Employer during the applicable
              computation period.

       (b)    Each hour for which an Employee is paid, or entitled to payment,
              by the Employer because of a period of time in which no duties
              are performed (irrespective of whether the employment
              relationship has terminated) due to vacation, holiday, illness,
              incapacity (including disability), layoff, jury duty, military
              duty or leave of absence.  Notwithstanding the preceding
              provisions of this subparagraph (b), no credit will be given to
              the Employee

              (1)    for more than 501 Hours-of-Service under this subparagraph
                     (b) because of any single continuous period in which the
                     Employee performs no duties (whether or not such period
                     occurs in a single computation period); or

              (2)    for an Hour-of-Service for which the Employee is directly
                     or indirectly paid, or entitled to payment, because of a
                     period in which no duties are performed if such payment is
                     made or due under a plan maintained solely for the purpose
                     of complying with applicable worker's or workmen's
                     compensation, or unemployment compensation or disability
                     insurance laws; or

              (3)    for an Hour-of-Service for a payment which solely
                     reimburses the Employee for medical or medically related
                     expenses incurred by him.

              For purposes of this subparagraph (b), a payment shall be deemed
              to be made by, or due from the Employer, regardless of whether
              such payment is made by, or due from the Employer, directly or
              indirectly through, among others, a trust fund or insurer, to
              which the Employer contributes or pays premiums and regardless of
              whether contributions made or due to the trust fund, insurer or
              other entity are for the benefit of particular employees or are
              on behalf of a group of employees in the aggregate.

       (c)    Each hour for which back pay, irrespective of mitigation of
              damages, is either awarded or agreed to by the Employer.  The
              same Hours-of-Service shall not be credited both under
              subparagraph (a) or subparagraph (b) above (as the case may be)
              and under this subparagraph (c).  Crediting of Hours-of-Service
              for back pay awarded or agreed to with respect to periods
              described in subparagraph (b) above will be subject to the
              limitations set forth in that subparagraph.

       The crediting of Hours-of-Service above shall be applied under the rules
       of paragraphs (b) and (c) of the Department of Labor Regulation
       2530.200b-2 (including any interpretations or opinions implementing said





ARTICLE I                            12
<PAGE>   13
       rules); which rules, by this reference, are specifically incorporated in
       full within this Plan.  The reference to paragraph (b) applies to the
       special rule for determining hours of service for reasons other than the
       performance of duties such as payments calculated (or not calculated) on
       the basis of units of time and the rule against double credit.  The
       reference to paragraph (c) applies to the crediting of hours of service
       to computation periods.

       Hours-of-Service shall be credited for employment with any other
       employer required to be aggregated with the Employer under Code Sections
       414(b), (c), (m) or (o) and the regulations thereunder for purposes of
       eligibility and vesting.  Hours-of-Service shall also be credited for
       any individual who is considered an employee for purposes of this Plan
       pursuant to Code Section 414(n) or Code Section 414(o) and the
       regulations thereunder.

       Solely for purposes of determining whether a one-year break in service
       has occurred for eligibility or vesting purposes, during a Parental
       Absence an Employee shall be credited with the Hours-of-Service which
       otherwise would normally have been credited to the Employee but for such
       absence, or in any case in which such hours cannot be determined, eight
       Hours-of-Service per day of such absence.  The Hours-of-Service credited
       under this paragraph shall be credited in the computation period in
       which the absence begins if the crediting is necessary to prevent a
       break in service in that period; or in all other cases, in the following
       computation period.

       INACTIVE PARTICIPANT means a former Active Participant who has an
       Account.  See the INACTIVE PARTICIPANT SECTION of Article II.

       INSURER means Principal Mutual Life Insurance Company and any other
       insurance company or companies named by the Trustee or Primary Employer.

       INVESTMENT FUND means the total assets held for the purpose of providing
       benefits for Participants.  These funds result from Contributions made
       under the Plan.

       INVESTMENT MANAGER means any fiduciary (other than a trustee or Named
       Fiduciary)

       (a)    who has the power to manage, acquire, or dispose of any assets of
              the Plan; and

       (b)    who (1) is registered as an investment adviser under the
              Investment Advisers Act of 1940, or (2) is a bank, as defined in
              the Investment Advisers Act of 1940, or (3) is an insurance
              company qualified to perform services described in subparagraph
              (a) above under the laws of more than one state; and

       (c)    who has acknowledged in writing being a fiduciary with respect to
              the Plan.

       LATE RETIREMENT DATE means the first day of any month which is after a
       Participant's Normal Retirement Date and on which retirement benefits
       begin.  If a Participant continues to work for the Employer after his
       Normal Retirement Date, his Late Retirement Date shall be the earliest
       first day of the month on or after he ceases to be an Employee.  An
       earlier or a later Retirement Date may apply if the Participant so
       elects.  An earlier Retirement Date may apply if the Participant is age
       70 1/2.  See the WHEN BENEFITS START SECTION of Article V.





ARTICLE I                            13
<PAGE>   14
       LOAN ADMINISTRATOR means the person or positions authorized to
       administer the Participant loan program.

       The Loan Administrator is the head of the Human Resources Department.

       MATCHING CONTRIBUTIONS means matching contributions made by the Employer
       to fund this Plan.  See the EMPLOYER CONTRIBUTIONS SECTION of Article
       III.

       NAMED FIDUCIARY means the person or persons who have authority to
       control and manage the operation and administration of the Plan.

       The Named Fiduciary is the Employer.

       NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is
       neither a Highly Compensated Employee nor a Family Member.

       NONVESTED ACCOUNT means the part, if any, of a Participant's Account
       that is in excess of his Vested Account.

       NORMAL FORM means a single life annuity with installment refund.

       NORMAL RETIREMENT AGE means the age at which the Participant's normal
       retirement benefit becomes nonforfeitable.  A Participant's Normal
       Retirement Age is 65.

       NORMAL RETIREMENT DATE means the date the Participant reaches his Normal
       Retirement Age.  Unless otherwise provided in this Plan, a Participant's
       retirement benefits shall begin on a Participant's Normal Retirement
       Date if he has ceased to be an Employee on such date and has a Vested
       Account.  Even if the Participant is an Employee on his Normal
       Retirement Date, he may choose to have his retirement benefit begin on
       such date.  See the WHEN BENEFITS START SECTION of Article V.

       PARENTAL ABSENCE means an Employee's absence from work which begins on
       or after the first Yearly Date after December 31, 1984,

       (a)    by reason of pregnancy of the Employee,

       (b)    by reason of birth of a child of the Employee,

       (c)    by reason of the placement of a child with the Employee in
              connection with adoption of such child by such Employee, or

       (d)    for purposes of caring for such child for a period beginning
              immediately following such birth or placement.

       PARTICIPANT means either an Active Participant or an Inactive
       Participant.

       PERIOD OF MILITARY DUTY means, for an Employee





ARTICLE I                            14
<PAGE>   15
       (a)    who served as a member of the armed forces of the United States,
              and

       (b)    who was reemployed by the Employer at a time when the Employee
              had a right to reemployment in accordance with seniority rights
              as protected under Section 2021 through 2026 of Title 38 of the
              U. S. Code,

       the period of time from the date the Employee was first absent from
       active work for the Employer because of such military duty to the date
       the Employee was reemployed.

       PLAN means the savings plan of the Employer set forth in this document,
       including any later amendments to it.

       PLAN ADMINISTRATOR means the person or persons who administer the Plan.

       The Plan Administrator is the Employer.

       PLAN YEAR means a period beginning on a Yearly Date and ending on the
       day before the next Yearly Date.

       PREDECESSOR EMPLOYER means a firm absorbed by the Employer by change of
       name, merger, acquisition or a change of corporate status, or a firm of
       which the Employer was once a part.

       PRIMARY EMPLOYER means United Companies Financial Corporation.

       QUALIFIED JOINT AND SURVIVOR FORM means, for a Participant who has a
       spouse, an immediate survivorship life annuity with installment refund,
       where the survivorship percentage is 50% and the Contingent Annuitant is
       the Participant's spouse.  A former spouse will be treated as the spouse
       to the extent provided under a qualified domestic relations order as
       described in Code Section 414(p).  If a Participant does not have a
       spouse, the Qualified Joint and Survivor Form means the Normal Form.

       The amount of benefit payable under the Qualified Joint and Survivor
       Form shall be the amount of benefit which may be provided by the
       Participant's Vested Account.

       QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions (other than
       Employer Contributions made to the Plan on behalf of a Participant on
       account of Elective Deferral Contributions or on account of
       contributions made by the Participant) made by the Employer to fund this
       Plan which an Employee may not elect to have paid to him in cash instead
       of being contributed to the Plan and which are subject to the
       distribution and nonforfeitability requirements under Code Section
       401(k).  See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

       QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a single life annuity
       with installment refund payable to the surviving spouse of a Participant
       who dies before his Annuity Starting Date.  A former spouse will be
       treated as the surviving spouse to the extent provided under a qualified
       domestic relations order as described in Code Section 414(p).

       QUALIFYING EMPLOYER SECURITY means any instrument issued by the Employer
       and meeting the requirements of Section 4975(e)(8) of the Code.





ARTICLE I                            15
<PAGE>   16
       QUARTERLY DATE means each Yearly Date and the third, sixth and ninth
       Monthly Date after each Yearly Date which is within the same Plan Year.

       REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs
       an Hour-of-Service following an Eligibility Break in Service.

       REENTRY DATE means the date a former Active Participant reenters the
       Plan.  See the ACTIVE PARTICIPANT SECTION of Article II.

       REGISTRATION TYPE QUALIFYING EMPLOYER SECURITY is a class of securities
       which is required to be registered under Section 12 of the Securities
       Exchange Act of 1934 or which would be required to be so registered if
       it did not qualify for the exemption from registration provided in
       Section 12(g)(2)(H) of said Act.

       RETIREMENT DATE means the date a retirement benefit will begin and is a
       Participant's Normal or Late Retirement Date, as the case may be.

       ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made
       by or for a Participant according to the provisions of the ROLLOVER
       CONTRIBUTIONS SECTION of Article III.

       TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

       TEFRA COMPLIANCE DATE means the date a plan is to comply with the
       provisions of TEFRA.  The TEFRA Compliance Date as used in this Plan is,

       (a)    for purposes of contribution limitations, Code Section 415,

              (1)    if the plan was in effect on July 1, 1982, the first day
                     of the first limitation year which begins after December
                     31, 1982, or

              (2)    if the plan was not in effect on July 1, 1982, the first
                     day of the first limitation year which ends after July 1,
                     1982.

       (b)    for all other purposes, the first Yearly Date after December 31,
              1983.
 
       TOTALLY AND PERMANENTLY DISABLED means that a Participant who has
       completed at least two years of Vesting Service is disabled, as a result
       of sickness or injury, to the extent that he is prevented from engaging
       in any substantial gainful activity, and is eligible for and receives a
       disability benefit under Title II of the Federal Social Security Act.

       TRUST means an agreement of trust between the Primary Employer and
       Trustee established for the purpose of holding and distributing the
       Trust Fund under the provisions of the Plan.  The Trust may provide for
       the investment of all or any portion of the Trust Fund in the Group
       Contract.

       TRUST FUND means the total funds held under the Trust for the purpose of
       providing benefits for Participants.  These funds result from
       Contributions made under the Plan which are forwarded to the Trustee to
       be deposited in the Trust Fund.





ARTICLE I                            16
<PAGE>   17
       TRUSTEE means the trustee or trustees under the Trust.  The term Trustee
       as it is used in this Plan is deemed to include the plural unless the
       context clearly indicates otherwise.

       VALUATION DATE means for purposes of Section 9.14--Transactions
       Involving Employer Securities, the date on which the value of the assets
       of the Trust is determined.  The value of each Account which is
       maintained under this Plan shall be determined on the Valuation Date.
       In each Plan Year the Valuation Date shall be the last day of each
       calendar quarter.  In addition, the Plan Administrator may designate
       from time to time, so long as the Trustee agrees, that another date or
       dates shall be Valuation Dates with respect to a specific Plan Year.

       VESTED ACCOUNT means the vested part of a Participant's Account.  The
       Participant's Vested Account is equal to that part of his Account which
       results from Contributions which were 100% vested when made before his
       Vesting Percentage is 100% and is equal to his Account when his Vesting
       Percentage is 100%.

       The Participant's Vested Account is nonforfeitable.

       VESTING BREAK IN SERVICE means a Vesting Computation Period in which an
       Employee is credited with 500 or fewer Hours-of-Service.  An Employee
       incurs a Vesting Break in Service on the last day of a Vesting
       Computation Period in which he has a Vesting Break in Service.

       VESTING COMPUTATION PERIOD means a 12-consecutive month period ending on
       the last day of each Plan Year, including corresponding 12-consecutive
       month periods before July 1, 1987.

       VESTING PERCENTAGE means the percentage used to determine the
       nonforfeitable portion of a Participant's Account attributable to
       Employer Contributions which were not 100% vested when made.

       A Participant's Vesting Percentage is shown in the following schedule
       opposite the number of whole years of his Vesting Service.

<TABLE>
<CAPTION>
                           VESTING SERVICE                           VESTING
                            (whole years)                          PERCENTAGE
                             <S>                                       <C>
                             Less than 5                                 0
                              5 or more                                100
</TABLE>

       However, the Vesting Percentage for a Participant who is an Employee on
       or after the earliest of (i) the date he reaches his Normal Retirement
       Age, (ii) the date of his death, or (iii) the date he becomes Totally
       and Permanently Disabled, shall be 100% on such date.

       If the schedule used to determine a Participant's Vesting Percentage is
       changed, the new schedule shall not apply to a Participant unless he is
       credited with an Hour-of-Service on or after the date of the change and
       the Participant's nonforfeitable percentage on the day before the date
       of the change is not reduced under this Plan.  The amendment provisions
       of the AMENDMENT SECTION of Article IX regarding changes in the
       computation of the Vesting Percentage shall apply.

       VESTING SERVICE means one year of service for each Vesting Computation
       Period in which an Employee is credited with at least 1,000
       Hours-of-Service.





ARTICLE I                            17
<PAGE>   18
       However, Vesting Service is modified as follows:

       Rule of parity service excluded:

       An Employee's Vesting Service, accumulated before a Vesting Break in
       Service, shall be excluded if

              (a)    his Vesting Percentage is zero, and

              (b)    his latest period of consecutive Vesting Breaks in Service
                     equals or exceeds the greater of (i) five years, or (ii)
                     his prior Vesting Service (disregarding any Vesting
                     Service that was excluded because of a previous period of
                     Vesting Breaks in Service).

       Predecessor Employer service included:

              An Employee's service with a Predecessor Employer shall be
              included as service with the Employer.  This service includes
              service performed while a proprietor or partner.

       Period of Military Duty included:

              A Period of Military Duty shall be included as service with the
              Employer to the extent it has not already been credited.  For
              purposes of crediting Hours-of-Service during the Period of
              Military Duty, an Hour-of-Service shall be credited (without
              regard to the 501 Hour-of-Service limitation) for each hour an
              Employee would normally have been scheduled to work for the
              Employer during such period.

       Controlled Group service included:

              An Employee's service with a member firm of a Controlled Group
              while both that firm and the Employer were members of the
              Controlled Group shall be included as service with the Employer.

       YEARLY DATE means July 1, 1987, and each following January 1.

       YEARS OF SERVICE means an Employee's Vesting Service disregarding any
       modifications which exclude service.





ARTICLE I                            18
<PAGE>   19
                                   ARTICLE II

                                 PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

       (a)    An Employee shall first become an Active Participant (begin
              active participation in the Plan) on the earliest Quarterly Date
              on or after January 1, 1994, on which he is an Eligible Employee
              and has met both of the eligibility requirements set forth below.
              This date is his Entry Date.

              (1)    He has completed one year of Eligibility Service before
                     his Entry Date.

              (2)    He is age 21 or older.

              Each Employee who was an Active Participant under the Plan on
              December 31, 1993, shall continue to be an Active Participant if
              he is still an Eligible Employee on January 1, 1994, and his
              Entry Date shall not change.

              If a person has been an Eligible Employee who has met all the
              eligibility requirements above, but is not an Eligible Employee
              on the date which would have been his Entry Date, he shall become
              an Active Participant on the date he again becomes an Eligible
              Employee.  This date is his Entry Date.

       (b)    An Inactive Participant shall again become an Active Participant
              (resume active participation in the Plan) on the date he again
              performs an Hour-of-Service as an Eligible Employee.  This date
              is his Reentry Date.

              Upon again becoming an Active Participant, he shall cease to be
              an Inactive Participant.

       (c)    A former Participant shall again become an Active Participant
              (resume active participation in the Plan) on the date he again
              performs an Hour-of-Service as an Eligible Employee.  This date
              is his Reentry Date.

       There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

       An Active Participant shall become an Inactive Participant (stop
accruing benefits under the Plan) on the earlier of the following:

       (a)    The date on which he ceases to be an Eligible Employee (on his
              Retirement Date if the date he ceases to be an Eligible Employee
              occurs within one month of his Retirement Date).

       (b)    The effective date of complete termination of the Plan.





ARTICLE II                           19
<PAGE>   20
       An Employee or former Employee who was an Inactive Participant under the
Plan on December 31, 1993, shall continue to be an Inactive Participant on
January 1, 1994.  Eligibility for any benefits payable to him or on his behalf
and the amount of the benefits shall be determined according to the provisions
of the prior document, unless otherwise stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

       A Participant shall cease to be a Participant on the date he is no
longer an Eligible Employee and his Account is zero.

SECTION 2.04--ADOPTING EMPLOYERS - SINGLE PLAN.

       Each of the employers controlled by or affiliated with the Employer and
listed below is an Adopting Employer.  Each Adopting Employer listed below
participates with the Employer in this Plan.  An Adopting Employer's agreement
to participate in this Plan shall be in writing.

       If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its employees who have met the requirements in the ACTIVE PARTICIPANT
SECTION of Article II as of that date.  Service with and earnings from an
Adopting Employer shall be included as service with and earnings from the
Employer.  Transfer of employment, without interruption, between an Adopting
Employer and another Adopting Employer or the Employer shall not be considered
an interruption of service.

       Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer.  Forfeitures arising from those
Contributions shall be used for the benefit of all Participants.

       An employer shall not be an Adopting Employer if it ceases to be
controlled by or affiliated with the Employer.  Such an employer may continue a
retirement plan for its employees in the form of a separate document.  This
Plan shall be amended to delete a former Adopting Employer from the list below.

       If an employer ceases to be an Adopting Employer and does not continue a
retirement plan for the benefit of its employees, partial termination may
result and the provisions of Article VII apply.

                               ADOPTING EMPLOYERS

<TABLE>
<CAPTION>
NAME                                                  FISCAL YEAR END               DATE OF ADOPTION
<S>                                                   <C>                           <C>
United Companies Life Insurance Company               December 31                   January 1, 1994
United Companies Variable Services, Inc.              December 31                   February 23, 1995
United Companies Lending Corporation                  December 31                   January 1, 1994
Unicor Mortgage, Inc.                                 December 31                   January 1, 1994
Ginger Mae, Inc.                                      December 31                   January 1, 1994
Pelican Mortgage Company, Inc.                        December 31                   January 1, 1994
Southern Mortgage Acquisition, Inc.                   December 31                   January 1, 1994
Adobe, Inc.                                           December 31                   January 1, 1994
United Companies Management Company, Inc.             December 31                   January 1, 1994
UCFC Acceptance Corporation                           December 31                   January 1, 1994
United Companies Mortgage of Tennessee, Inc.          December 31                   January 1, 1994
United Companies Realty & Development, Inc.           December 31                   January 1, 1994
</TABLE>





ARTICLE II                           20
<PAGE>   21
<TABLE>
<CAPTION>
NAME                                                  FISCAL YEAR END               DATE OF ADOPTION
<S>                                                   <C>                           <C>
United Communications Corporation of
Louisiana, Inc.                                       December 31                   January 1, 1994
United General Title Insurance Company, Inc.          December 31                   January 1, 1994
United Plan Insurance Agency, Inc.                    December 31                   January 1, 1994
United Companies Credit Life Insurance
of Nevada Incorporated                                December 31                   March 14, 1995
United Companies Lending Group, Inc.                  December 31                   January 17, 1995
United Companies Funding, Inc.                        December 31                   June 19, 1995
United Companies Second Mortgage
Corporation of Minnesota                              December 31                   May 23, 1995
</TABLE>





ARTICLE II                           21
<PAGE>   22
                                  ARTICLE III

                                 CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

       Employer Contributions for Plan Years which end on or after January 1,
1994, will be determined as follows.  Such Contributions shall be made from
current or accumulated net income, earnings or profits of the Employer.
Notwithstanding the foregoing, the Plan shall continue to be designed to
qualify as a profit sharing plan for purposes of Code Sections 401(a), 402,
412, and 417.  Such Contributions will be equal to the Employer Contributions
as described below:

       (a)    The amount of each Elective Deferral Contribution for a
              Participant shall be equal to any percentage (not less than 1%
              nor more than 15%) of his Compensation for the pay period as
              elected in his elective deferral agreement.  An Employee who is
              eligible to participate in the Plan may file an elective deferral
              agreement with the Employer.  The elective deferral agreement to
              start Elective Deferral Contributions may be effective on a
              Participant's Entry Date (Reentry Date, if applicable) or any
              following Quarterly Date.  The Participant shall make any change
              or terminate the elective deferral agreement by filing a new
              elective deferral agreement.  A Participant's elective deferral
              agreement making a change may be effective on any date an
              elective deferral agreement to start Elective Deferral
              Contributions could be effective.  A Participant's elective
              deferral agreement to stop Elective Deferral Contributions may be
              effective on any date.  The elective deferral agreement must be
              in writing and effective before the beginning of the pay period
              in which Elective Deferral Contributions are to start, change or
              stop.

              Elective Deferral Contributions are fully (100%) vested and
              nonforfeitable.

       (b)    The amount of each Matching Contribution for a Participant shall
              be equal to a percentage (up to 100%) as determined by the
              Employer, of the Elective Deferral Contributions made for him for
              the pay period, disregarding any Elective Deferral Contributions
              in excess of 5% of his Compensation for the pay period.

              Matching Contributions are subject to the Vesting Percentage.
              Matching Contributions will be invested in Company Stock and the
              Contribution may be made in Qualifying Employer Securities.

       (c)    The amount of each Qualified Nonelective Contribution shall be
              determined by the Employer.  A Qualified Nonelective Contribution
              shall be made for a Participant only if he is a Nonhighly
              Compensated Employee.

              Qualified Nonelective Contributions are fully (100%) vested and
              nonforfeitable.

       (d)    The amount of each Discretionary Contribution shall be determined
              by the Employer.  In addition, the Employer may contribute to the
              Trustee such amounts of cash or of Qualifying Employer Securities
              as shall be voted from time to time by the Board of Directors.

              Discretionary Contributions are subject to the Vesting
              Percentage.





ARTICLE III                          22
<PAGE>   23
       No Participant shall be permitted to have Elective Deferral
Contributions, as defined in the EXCESS AMOUNTS SECTION of Article III, 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 Code Section
402(g) in effect at the beginning of such taxable year.

       The Employer shall pay to the Insurer its Contributions used to
determine the Actual Deferral Percentage, as defined in the EXCESS AMOUNTS
SECTION of Article III, to the Plan for each Plan Year not later than the end
of the twelve-month period immediately following the Plan Year for which they
are deemed to be paid.  Any such Contributions accumulated through payroll
deductions shall be paid within 90 days of the date withheld or the date it is
first reasonably practical for the Employer to do so, if earlier.

       A portion of the Plan assets resulting from Employer Contributions (but
not more than the original amount of those Contributions) may be returned if
the Employer Contributions are made because of a mistake of fact or are more
than the amount deductible under Code Section 404 (excluding any amount which
is not deductible because the Plan is disqualified).  The amount involved must
be returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies.  Except as provided under this paragraph and
Article VII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01B--ROLLOVER CONTRIBUTIONS.

       A Rollover Contribution may be made by or for an Eligible Employee if
the following conditions are met:

       (a)    The Contribution is a rollover contribution which the Code
              permits to be transferred to a plan that meets the requirements
              of Code Section 401(a).

       (b)    If the Contribution is made by the Eligible Employee, it is made
              within sixty days after he receives the distribution.

       (c)    The Eligible Employee furnishes evidence satisfactory to the Plan
              Administrator that the proposed transfer is in fact a rollover
              contribution that meets conditions (a) and (b) above.

       The Rollover Contribution may be made by the Eligible Employee or the
Eligible Employee may direct the trustee or named fiduciary of another plan to
transfer the funds which would otherwise be a Rollover Contribution directly to
this Plan.  Such transferred funds shall be called a Rollover Contribution.
The Contribution shall be made according to procedures set up by the Plan
Administrator.

       If the Eligible Employee is not an Active Participant at the time the
Rollover Contribution is made, he shall be deemed to be a Participant only for
the purposes of investment and distribution of the Rollover Contribution.  He
shall not share in the allocation of Employer Contributions until the time he
meets all the requirements to become an Active Participant.

       Rollover Contributions made by or for an Eligible Employee shall be
credited to his Account.  The part of the Participant's Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times.
A separate accounting record shall be maintained for that part of his Rollover
Contribution which consists





ARTICLE III                          23
<PAGE>   24
of voluntary contributions that were deducted from the Participant's gross
income for Federal income tax purposes.

SECTION 3.02--FORFEITURES.

       The Nonvested Account of a Participant shall be forfeited as of the
earlier of the following:  the date of the Participant's death, if prior to
such date he had ceased to be an Employee; or his Forfeiture Date.  All or a
part of a Participant's Nonvested Account will be forfeited if, after he ceases
to be an Employee, he receives a distribution of his entire Vested Account or a
distribution of his Vested Account derived from Employer Contributions which
were not 100% vested when made according to the provisions of the VESTED
BENEFITS SECTION of Article V or the SMALL AMOUNTS SECTION of Article IX.  If a
Participant's Vested Account is zero on the date he ceases to be an Employee,
he shall be deemed to have received a distribution of his entire Vested Account
on such date.  The forfeiture will occur as of the date he receives the
distribution or on the date such provision became effective, if later. If he
receives a distribution of his entire Vested Account, his entire Nonvested
Account will be forfeited.  If he receives a distribution of his Vested Account
from Employer Contributions which were not 100% vested when made, but less than
his entire Vested Account, the amount to be forfeited will be determined by
multiplying his Nonvested Account by a fraction.  The numerator of the fraction
is the amount of the distribution derived from Employer Contributions which
were not 100% vested when made and the denominator of the fraction is his
entire Vested Account derived from such Employer Contributions on the date of
distribution.

       A Forfeiture shall also occur as described in the EXCESS AMOUNTS SECTION
of Article III.

       Forfeitures may first be applied to pay expenses under the Plan which
would otherwise be paid by the Employer.

       Forfeitures not used to pay expenses shall be applied to reduce the
earliest Employer Contributions made after the Forfeitures are determined.
Forfeitures shall be determined at least once during each taxable year of the
Employer.  Upon their application, such Forfeitures shall be deemed to be
Employer Contributions.

       Forfeitures of Matching Contributions which relate to excess amounts
shall be applied as provided in the EXCESS AMOUNTS SECTION of Article III.

       If a Participant again becomes an Eligible Employee after receiving a
distribution which caused his Nonvested Account to be forfeited, he shall have
the right to repay to the Plan the entire amount of the distribution he
received (excluding any amount of such distribution resulting from
Contributions which were 100% vested when made).  The repayment must be made
before the earlier of the date five years after the date he again becomes an
Eligible Employee or the end of the first period of five consecutive Vesting
Breaks in Service which begin after the date of the distribution.

       If the Participant makes the repayment provided above, the Plan
Administrator shall restore to his Account an amount equal to his Nonvested
Account which was forfeited on the date of distribution, unadjusted for any
investment gains or losses.  If the amount of the repayment is zero dollars
because the Participant was deemed to have received a distribution because his
Vested Account was zero or the plan did not have repayment provisions in effect
on the date the distribution was made and he again performs an Hour-of-Service
as an Eligible Employee within the repayment period, the Plan Administrator
shall restore the Participant's Account as if he had made a required repayment
on the date he performed such Hour-of-Service.  Restoration of the
Participant's Account shall include restoration of all Code Section 411(d)(6)
protected benefits with respect to that restored





ARTICLE III                          24
<PAGE>   25
Account, according to applicable Treasury regulations.  Provided, however, the
Plan Administrator shall not restore the Nonvested Account if a Forfeiture Date
has occurred after the date of the distribution and on or before the date of
repayment and that Forfeiture Date would result in a complete forfeiture of the
amount the Plan Administrator would otherwise restore.

       The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for restoration are Forfeitures or Employer Contributions.
The Employer shall contribute, without regard to any requirement or condition
of the EMPLOYER CONTRIBUTIONS SECTION of Article III, such additional amount
needed to make the required restoration.  The repaid and restored amounts are
not included in the Participant's Annual Addition, as defined in the
CONTRIBUTION LIMITATION SECTION of Article III.

SECTION 3.03--ALLOCATION.

       The following Contributions for the Plan Year shall be allocated among
all eligible persons:

       Qualified Nonelective Contributions
       Discretionary Contributions

The eligible persons are all Participants and former Participants who were
Active Participants at any time in the Plan Year.  The amount allocated to such
a person shall be determined below and under Article X.

       The following Contributions for each Plan Year shall be allocated to
each Participant for whom such Contributions were made under the EMPLOYER
CONTRIBUTIONS SECTION of Article III:

       Elective Deferral Contributions
       Matching Contributions

These Contributions shall be allocated when made and credited to the
Participant's Account.

       Discretionary Contributions are allocated as of the last day of each
Plan Year.  The amount allocated to each eligible person for the Plan Year
shall be equal to the Discretionary Contributions for the Plan Year, multiplied
by the ratio of (a) his Annual Compensation as of the last day of the Plan Year
to (b) the total of such compensation for all eligible persons.  This amount is
credited to his Account.

SECTION 3.04--CONTRIBUTION LIMITATION.

       (a)    For the purpose of determining the contribution limitation set
              forth in this section, the following terms are defined:

              Aggregate Annual Addition means, for a Participant with respect
              to any Limitation Year, the sum of his Annual Additions under all
              defined contribution plans of the Employer, as defined in this
              section, for such Limitation Year.  The nondeductible participant
              contributions which the Participant makes to a defined benefit
              plan shall be treated as Annual Additions to a defined
              contribution plan.  The Contributions the Employer, as defined in
              this section, made for the Participant for a Plan Year beginning
              on or after March 31, 1984, to an individual medical benefit
              account, as defined in Code Section 415(l)(2), under a pension or
              annuity plan of the Employer, as defined in this section, shall
              be treated as Annual Additions to a defined contribution plan.
              Also, amounts derived from





ARTICLE III                          25
<PAGE>   26
              contributions paid or accrued after December 31, 1985, in Fiscal
              Years ending after such date, which are attributable to
              post-retirement medical benefits allocated to the separate
              account of a key employee, as defined in Code Section 419A(d)(3),
              under a welfare benefit fund, as defined in Code Section 419(e),
              maintained by the Employer, as defined in this section, are
              treated as Annual Additions to a defined contribution plan.  The
              25% of Compensation limit under Maximum Permissible Amount does
              not apply to Annual Additions resulting from contributions made
              to an individual medical account, as defined in Code Section
              415(l)(2), or to Annual Additions resulting from contributions
              for medical benefits, within the meaning of Code Section 419A,
              after separation from service.

              Annual Addition means the amount added to a Participant's account
              for any Limitation Year which may not exceed the Maximum
              Permissible Amount.  The Annual Addition under any plan for a
              Participant with respect to any Limitation Year, shall be equal
              to the sum of (1) and (2) below:

              (1)    Employer contributions and forfeitures credited to his
                     account for the Limitation Year.

              (2)    Participant contributions made by him for the Limitation
                     Year.

              Before the first Limitation Year beginning after December 31,
              1986, the amount under (2) above is the lesser of (i) 1/2 of his
              nondeductible participant contributions made for the Limitation
              Year, or (ii) the amount, if any, of his nondeductible
              participant contributions made for the Limitation Year which is
              in excess of six percent of his Compensation, as defined in this
              section, for such Limitation Year.

              Compensation means all wages, salaries, fees for professional
              services and other amounts received (whether or not paid in cash)
              for personal services actually rendered in the course of
              employment with the Employer, as defined in this section, who is
              maintaining the plan, but only to the extent includable in gross
              income.  Compensation includes, but is not limited to,
              commissions paid salesmen, compensation for services on the basis
              of a percentage of profits, commissions on insurance premiums,
              tips, bonuses, fringe benefits and reimbursements or other
              expense allowances under a nonaccountable plan (as described in
              section 1.62-2(c) of the regulations).  Compensation does not
              include:

              (1)    Contributions made by the Employer, as defined in this
                     section, to a plan of deferred compensation to the extent
                     contributions are not included in the gross income of the
                     Employee for the taxable year in which contributed, or on
                     behalf of the Employee to a simplified employee pension
                     plan to the extent such contributions are deductible by
                     the Employee, and any distributions from a plan of
                     deferred compensation whether or not includable in the
                     gross income of the Employee when distributed.

              (2)    Amounts realized from the exercise of a non-qualified
                     stock option, or when restricted stock (or property) held
                     by an Employee becomes freely transferable or is no longer
                     subject to a substantial risk of forfeiture.

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





ARTICLE III                          26
<PAGE>   27
              (4)    Other amounts which receive special tax benefits, or
                     contributions made by the Employer, as defined in this
                     section, (whether or not under a salary reduction
                     agreement) towards the purchase of an annuity contract
                     described in Code Section 403(b) (whether or not the
                     contributions are actually excludable from the gross
                     income of the Employee).

              For any self-employed individual Compensation will mean earned
              income.

              For purposes of applying the limitations of this section,
              Compensation for a Limitation Year is the Compensation actually
              paid or made available during such Limitation Year.

              Defined Benefit Plan Fraction means, with respect to a Limitation
              Year for a Participant who is or has been a participant in a
              defined benefit plan ever maintained by the Employer, as defined
              in this section, the quotient, expressed as a decimal, of

              (1)    the Participant's Projected Annual Benefit under all such
                     plans as of the close of such Limitation Year, divided by

              (2)    on and after the TEFRA Compliance Date, the lesser of (i)
                     or (ii) below:

                     (i)    1.25 multiplied by the maximum dollar limitation
                            which applies to defined benefit plans determined
                            for the Limitation Year under Code Sections 415(b)
                            or (d) or

                     (ii)   1.4 multiplied by the Participant's highest average
                            compensation as defined in the defined benefit
                            plan(s),

                     including any adjustments under Code Section 415(b).

                     Before the TEFRA Compliance Date, this denominator is the
                     Participant's Projected Annual Benefit as of the close of
                     the Limitation Year if the plan(s) provided the maximum
                     benefit allowable.

              The Defined Benefit Plan Fraction shall be modified as follows:

              If the Participant was a participant as of the first day of the
              first Limitation Year beginning after December 31, 1986, in one
              or more defined benefit plans maintained by the Employer, as
              defined in this section, which were in existence on May 6, 1986,
              the denominator of this fraction will not be less than 125
              percent of the sum of the annual benefits under such plans which
              the Participant had accrued as of the close of the last
              Limitation Year beginning before January 1, 1987, disregarding
              any changes in the terms and conditions of the plan after May 5,
              1986.  The preceding sentence applies only if the defined benefit
              plans individually and in the aggregate satisfied the
              requirements of Code Section 415 for all Limitation Years
              beginning before January 1, 1987.

              Defined Contribution Plan Fraction means, for a Participant with
              respect to a Limitation Year, the quotient, expressed as a
              decimal, of

              (1)    the Participant's Aggregate Annual Additions for such
                     Limitation Year and all prior Limitation Years, under all
                     defined contribution plans (including the Aggregate Annual
                     Additions





ARTICLE III                          27
<PAGE>   28
                     attributable to nondeductible accounts under defined
                     benefit plans and attributable to all welfare benefit
                     funds, as defined in Code Section 419(e) and attributable
                     to individual medical accounts, as defined in Code Section
                     415(l)(2)) ever maintained by the Employer, as defined in
                     this section, divided by

              (2)    on and after the TEFRA Compliance Date, the sum of the
                     amount determined for the Limitation Year under (i) or
                     (ii) below, whichever is less, and the amounts determined
                     in the same manner for all prior Limitation Years during
                     which he has been an Employee or an employee of a
                     predecessor employer:

                     (i)    1.25 multiplied by the maximum permissible dollar
                            amount for each such Limitation Year, or

                     (ii)   1.4 multiplied by the maximum permissible
                            percentage of the Participant's Compensation, as
                            defined in this section, for each such Limitation
                            Year.

                     Before the TEFRA Compliance Date, this denominator is the
                     sum of the maximum allowable amount of Annual Addition to
                     his account(s) under all the plan(s) of the Employer, as
                     defined in this section, for each such Limitation Year.

              The Defined Contribution Plan Fraction shall be modified as
              follows:

              If the Participant was a participant as of the first day of the
              first Limitation Year beginning after December 31, 1986, in one
              or more defined contribution plans maintained by the Employer, as
              defined in this section, which were in existence on May 6, 1986,
              the numerator of this fraction shall be adjusted if the sum of
              the Defined Contribution Plan Fraction and Defined Benefit Plan
              Fraction would otherwise exceed 1.0 under the terms of this Plan.
              Under the adjustment, the dollar amount determined below shall be
              permanently subtracted from the numerator of this fraction.  The
              dollar amount is equal to the excess of the sum of the two
              fractions, before adjustment, over 1.0 multiplied by the
              denominator of his Defined Contribution Plan Fraction.  The
              adjustment is calculated using his Defined Contribution Plan
              Fraction and Defined Benefit Plan Fraction as they would be
              computed as of the end of the last Limitation Year beginning
              before January 1, 1987, and disregarding any changes in the terms
              and conditions of the plan made after May 5, 1986, but using the
              Code Section 415 limitations applicable to the first Limitation
              Year beginning on or after January 1, 1987.

              The Annual Addition for any Limitation Year beginning before
              January 1, 1987, shall not be recomputed to treat all employee
              contributions as Annual Additions.

              For a plan that was in existence on July 1, 1982, for purposes of
              determining the Defined Contribution Plan Fraction for any
              Limitation Year ending after December 31, 1982, the Plan
              Administrator may elect, in accordance with the provisions of
              Code Section 415, that the denominator for each Participant for
              all Limitation Years ending before January 1, 1983, will be equal
              to

              (1)    the Defined Contribution Plan Fraction denominator which
                     would apply for the last Limitation Year ending in 1982 if
                     an election under this paragraph were not made, multiplied
                     by.





ARTICLE III                          28
<PAGE>   29
              (2)    a fraction, equal to (i) over (ii) below:

                     (i)    the lesser of (A) $51,875, or (B) 1.4, multiplied
                            by 25% of the Participant's Compensation, as
                            defined in this section, for the Limitation Year
                            ending in 1981;

                     (ii)   the lesser of (A) $41,500, or (B) 25% of the
                            Participant's Compensation, as defined in this
                            section, for the Limitation Year ending in 1981.

              The election described above is applicable only if the plan
              administrators under all defined contribution plans of the
              Employer, as defined in this section, also elect to use the
              modified fraction.

              Employer means any employer that adopts this Plan and all
              Controlled Group members and any other entity required to be
              aggregated with the employer pursuant to regulations under Code
              Section 414(o).

              Limitation Year means the 12-consecutive month period within
              which it is determined whether or not the limitations of Code
              Section 415 are exceeded.  Limitation Year means each
              12-consecutive month period ending on the last day of each Plan
              Year, including corresponding 12-consecutive month periods before
              July 1, 1987.  If the Limitation Year is other than the calendar
              year, execution of this Plan (or any amendment to this Plan
              changing the Limitation Year) constitutes the Employer's adoption
              of a written resolution electing the Limitation Year.  If the
              Limitation Year is changed, the new Limitation Year shall begin
              within the current Limitation Year, creating a short Limitation
              Year.

              Maximum Permissible Amount means, for a Participant with respect
              to any Limitation Year, the lesser of (1) or (2) below:

              (1)    The greater of $30,000 or one-fourth of the maximum dollar
                     limitation which applies to defined benefit plans set
                     forth in Code Section 415(b)(1) as in effect for the
                     Limitation Year.  (Before the TEFRA Compliance Date,
                     $25,000 multiplied by the cost of living adjustment factor
                     permitted by Federal regulations.)

              (2)    25% of his Compensation, as defined in this section, for
                     such Limitation Year.

              The compensation limitation referred to in (2) shall not apply to
              any contribution for medical benefits (within the meaning of Code
              Section 401(h) or Code Section 419A(f)(2)) which is otherwise
              treated as an annual addition under Code Section 415(l)(1) or
              Code Section 419A(d)(2).

              If there is a short Limitation Year because of a change in
              Limitation Year, the Maximum Permissible Amount will not exceed
              the maximum dollar limitation which would otherwise apply
              multiplied by the following fraction:

                 Number of months in the short Limitation Year
                                       12

              Projected Annual Benefit means a Participant's expected annual
              benefit under all defined benefit plan(s) ever maintained by the
              Employer, as defined in this section.  The Projected Annual
              Benefit shall be determined assuming that the Participant will
              continue employment until the later of current





ARTICLE III                          29
<PAGE>   30
              age or normal retirement age under such plan(s), and that the
              Participant's compensation for the current Limitation Year and
              all other relevant factors used to determine benefits under such
              plan(s) will remain constant for all future Limitation Years.
              Such expected annual benefit shall be adjusted to the actuarial
              equivalent of a straight life annuity if expressed in a form
              other than a straight life or qualified joint and survivor
              annuity.

       (b)    The Annual Addition under this Plan for a Participant during a
              Limitation Year shall not be more than the Maximum Permissible
              Amount.

       (c)    Contributions which would otherwise be credited to the
              Participant's Account shall be limited or reallocated to the
              extent necessary to meet the restrictions of subparagraph (b)
              above for any Limitation Year in the following order.
              Discretionary Contributions shall be reallocated in the same
              manner as described in the ALLOCATION SECTION of Article III to
              the remaining Participants to whom the limitations do not apply
              for the Limitation Year.  The Discretionary Contributions shall
              be limited if there are no such remaining Participants.
              Qualified Nonelective Contributions shall be limited.  Elective
              Deferral Contributions shall be limited.  Elective Deferral
              Contributions that are not the basis for Matching Contributions
              shall be limited.  Matching Contributions shall be limited to the
              extent necessary to limit the Participant's Annual Addition under
              this Plan to his maximum amount.  If Matching Contributions are
              limited because of this limit, Elective Deferral Contributions
              that are the basis for Matching Contributions shall be reduced in
              proportion.

              If a Participant's Annual Additions under this Plan and all such
              other plans result in an Excess Annual Amount, such Excess Annual
              Amount shall be deemed to consist of the amounts last allocated.
              In particular, if amounts are allocated as of the same date,
              Elective Deferrals shall be allocated first; any required
              Employer Contributions under this Plan or any other cash or
              deferred arrangement in order to satisfy nondiscrimination tests
              will be allocated second; amounts allocated as a result of
              payment of an Employee Stock Ownership Plan Loan under the United
              Companies Financial Corporation Employee Stock Ownership Plan
              shall be allocated third; Matching Contributions under this Plan
              shall be allocated fourth; Discretionary Contributions under this
              Plan shall be considered allocated fifth; and discretionary
              Employer Contributions allocated under the United Companies
              Financial Corporation Employee Stock Ownership Plan for purposes
              other than ESOP loan repayment, shall be considered to have been
              allocated last.  Thus, Elective Deferrals and Matching
              Contributions which are allocated prior to the last day of the
              Plan Year, such as on quarterly allocation dates, will be
              allocated before any of the above which are allocated on the last
              day of the Plan Year.  Notwithstanding the above, Annual
              Additions attributable to a welfare benefit fund, if any, will be
              deemed to have been allocated first, regardless of the actual
              allocation date.

       (d)    A Participant's Aggregate Annual Addition for a Limitation Year
              shall not exceed the Maximum Permissible Amount.

              If, for the Limitation Year, the Participant has an Annual
              Addition under more than one defined contribution plan or a
              welfare benefit fund, as defined in Code Section 419(e), or an
              individual medical account, as defined in Code Section 415(l)(2),
              maintained by the Employer, as defined in this section, and such
              plans and welfare benefit funds and individual medical accounts
              do not otherwise limit the Aggregate Annual Addition to the
              Maximum Permissible Amount, any reduction necessary shall be made
              first to the profit sharing plans, then to all other such plans
              and welfare benefit funds and individual medical accounts and, if
              necessary, by reducing first those that were





ARTICLE III                          30
<PAGE>   31
              most recently allocated.  Welfare benefit funds and individual
              medical accounts shall be deemed to be allocated first.  However,
              elective deferral contributions shall be the last contributions
              reduced before the welfare benefit fund or individual medical
              account is reduced.

              If some of the Employer's defined contribution plans were not in
              existence on July 1, 1982, and some were in existence on that
              date, the Maximum Permissible Amount which is based on a dollar
              amount may differ for a Limitation Year.  The Aggregate Annual
              Addition for the Limitation Year in which the dollar limit
              differs shall not exceed the lesser of (1) 25% of Compensation as
              defined in this section, (2) $45,475, or (3) the greater of
              $30,000 or the sum of the Annual Additions for such Limitation
              Year under all the plan(s) to which the $45,475 amount applies.

       (e)    If a Participant is or has been a participant in both defined
              benefit and defined contribution plans (including a welfare
              benefit fund or individual medical account) ever maintained by
              the Employer, as defined in this section, the sum of the Defined
              Benefit Plan Fraction and the Defined Contribution Plan Fraction
              for any Limitation Year shall not exceed 1.0 (1.4 before the
              TEFRA Compliance Date).

              After all other limitations set out in the plans and funds have
              been applied, the following limitations shall apply so that the
              sum of the Participant's Defined Benefit Plan Fraction and
              Defined Contribution Plan Fraction shall not exceed 1.0 (1.4
              before the TEFRA Compliance Date).  The Projected Annual Benefit
              shall be limited first.  If the Participant's annual benefit(s)
              equal his Projected Annual Benefit, as limited, then Annual
              Additions to the defined contribution plan(s) shall be limited to
              the extent needed to reduce the sum to 1.0 (1.4).  First, the
              voluntary contributions the Participant may make for the
              Limitation Year shall be limited.  Next, in the case of a profit
              sharing plan, any forfeitures allocated to the Participant shall
              be reallocated to remaining participants to the extent necessary
              to reduce the decimal to 1.0 (1.4).  Last, to the extent
              necessary, employer contributions for the Limitation Year shall
              be reallocated or limited, and any required and optional employee
              contributions to which such employer contributions were geared
              shall be reduced in proportion.

              If, for the Limitation Year, the Participant has an Annual
              Addition under more than one defined contribution plan or welfare
              benefit fund or individual medical account maintained by the
              Employer, as defined in this section, any reduction above shall
              be made first to the profit sharing plans, then to all other such
              plans and welfare benefit plans and individual medical accounts
              and, if necessary, by reducing first those that were most
              recently allocated.  However, elective deferral contributions
              shall be the last contributions reduced before the welfare
              benefit fund or individual medical account is reduced.  The
              annual addition to the welfare benefit fund and individual
              medical account shall be limited last.

SECTION 3.05--EXCESS AMOUNTS.

       (a)    For the purposes of this section, the following terms are
              defined:

              Actual Deferral Percentage means the ratio (expressed as a
              percentage) of Elective Deferral Contributions under this Plan on
              behalf of the Eligible Participant for the Plan Year to the
              Eligible Participant's Compensation for the Plan Year.  In
              modification of the foregoing, Compensation shall be limited to
              the Compensation received while an Active Participant.  The
              Elective Deferral Contributions used to determine the Actual
              Deferral Percentage shall include Excess Elective





ARTICLE III                          31
<PAGE>   32
              Deferrals (other than Excess Elective Deferrals of Nonhighly
              Compensated Employees that arise solely from Elective Deferral
              Contributions made under this Plan or any other plans of the
              Employer or a Controlled Group member), but shall exclude
              Elective Deferral Contributions that are used in computing the
              Contribution Percentage (provided the Average Actual Deferral
              Percentage test is satisfied both with and without exclusion of
              these Elective Deferral Contributions).  Under such rules as the
              Secretary of the Treasury shall prescribe, the Employer may elect
              to include Qualified Nonelective Contributions and Qualified
              Matching Contributions under this Plan in computing the Actual
              Deferral Percentage.  For an Eligible Participant for whom such
              Contributions on his behalf for the Plan Year are zero, the
              percentage is zero.

              Aggregate Limit means the greater of (1) or (2) below:

              (1)    The sum of

                     (i)    125 percent of the greater of the Average Actual
                            Deferral Percentage of the Nonhighly Compensated
                            Employees for the Plan Year or the Average
                            Contribution Percentage of Nonhighly Compensated
                            Employees under the Plan subject to Code Section
                            401(m) for the Plan Year beginning with or within
                            the Plan Year of the cash or deferred arrangement
                            and.

                     (ii)   the lesser of 200% or two plus the lesser of such
                            Average Actual Deferral Percentage or Average
                            Contribution Percentage.

              (2)    The sum of

                     (i)    125 percent of the lesser of the Average Actual
                            Deferral Percentage of the Nonhighly Compensated
                            Employees for the Plan Year or the Average
                            Contribution Percentage of Nonhighly Compensated
                            Employees under the Plan subject to Code Section
                            401(m) for the Plan Year beginning with or within
                            the Plan Year of the cash or deferred arrangement
                            and

                     (ii)   the lesser of 200% or two plus the greater of such
                            Average Actual Deferral Percentage or Average
                            Contribution Percentage.

              Average Actual Deferral Percentage means the average (expressed
              as a percentage) of the Actual Deferral Percentages of the
              Eligible Participants in a group.

              Average Contribution Percentage means the average (expressed as a
              percentage) of the Contribution Percentages of the Eligible
              Participants in a group.

              Contribution Percentage means the ratio (expressed as a
              percentage) of the Eligible Participant's Contribution Percentage
              Amounts to the Eligible Participant's Compensation for the Plan
              Year.  In modification of the foregoing, Compensation shall be
              limited to the Compensation received while an Active Participant.
              For an Eligible Participant for whom such Contribution Percentage
              Amounts for the Plan Year are zero, the percentage is zero.





ARTICLE III                          32
<PAGE>   33
              Contribution Percentage Amounts means the sum of the Participant
              Contributions and Matching Contributions (that are not Qualified
              Matching Contributions) under this Plan on behalf of the Eligible
              Participant for the Plan Year.  Such Contribution Percentage
              Amounts shall not include Matching Contributions that are
              forfeited either to correct Excess Aggregate Contributions or
              because the Contributions to which they relate are Excess
              Elective Deferrals, Excess Contributions or Excess Aggregate
              Contributions.  Under such rules as the Secretary of the Treasury
              shall prescribe, the Employer may elect to include Qualified
              Nonelective Contributions and Qualified Matching Contributions
              under this Plan which were not used in computing the Actual
              Deferral Percentage in computing the Contribution Percentage.
              The Employer may also elect to use Elective Deferral
              Contributions in computing the Contribution Percentage so long as
              the Average Actual Deferral Percentage test is met before the
              Elective Deferral Contributions are used in the Average
              Contribution Percentage test and continues to be met following
              the exclusion of those Elective Deferral Contributions that are
              used to meet the Average Contribution Percentage test.

              Elective Deferral Contributions means employer contributions made
              on behalf of a participant pursuant to an election to defer under
              any qualified cash or deferred arrangement as described in Code
              Section 401(k), any simplified employee pension cash or deferred
              arrangement as described in Code Section 402(h)(1)(B), any
              eligible deferred compensation plan under Code Section 457, any
              plan as described under Code Section 501(c)(18), and any employer
              contributions made on behalf of a participant for the purchase of
              an annuity contract under Code Section 403(b) pursuant to a
              salary reduction agreement.  Elective Deferral Contributions
              shall not include any deferrals properly distributed as excess
              Annual Additions.

              Eligible Participant means, for purposes of determining the
              Actual Deferral Percentage, any Employee who is otherwise
              authorized under the terms of the Plan to have Elective Deferral
              Contributions made on his behalf for the Plan Year.  Eligible
              Participant means, for purposes of determining the Average
              Contribution Percentage, any Employee who is otherwise authorized
              under the terms of the Plan to have Participant Contributions or
              Matching Contributions made on his behalf for the Plan Year.

              Excess Aggregate Contributions means, with respect to any Plan
              Year, the excess of:

              (1)    The aggregate Contributions taken into account in
                     computing the numerator of the Contribution Percentage
                     actually made on behalf of Highly Compensated Employees
                     for such Plan Year, over

              (2)    The maximum amount of such Contributions permitted by the
                     Average Contribution Percentage test (determined by
                     reducing Contributions made on behalf of Highly
                     Compensated Employees in order of their Contribution
                     Percentages beginning with the highest of such
                     percentages).

              Such determination shall be made after first determining Excess
              Elective Deferrals and then determining Excess Contributions.

              Excess Contributions means, with respect to any Plan Year, the
              excess of:





ARTICLE III                          33
<PAGE>   34
              (1)    The aggregate amount of Contributions actually taken into
                     account in computing the Actual Deferral Percentage of
                     Highly Compensated Employees for such Plan Year, over

              (2)    The maximum amount of such Contributions permitted by the
                     Actual Deferral Percentage test (determined by reducing
                     Contributions made on behalf of Highly Compensated
                     Employees in order of the Actual Deferral Percentages,
                     beginning with the highest of such percentages).

              A Participant's Excess Contributions for a Plan Year will be
              reduced by the amount of Excess Elective Deferrals, if any,
              previously distributed to the Participant for the taxable year
              ending in that Plan Year.

              Excess Elective Deferrals means those Elective Deferral
              Contributions that are includible in a Participant's gross income
              under Code Section 402(g) to the extent such Participant's
              Elective Deferral Contributions for a taxable year exceed the
              dollar limitation under such Code section.  Excess Elective
              Deferrals shall be treated as Annual Additions, as defined in the
              CONTRIBUTION LIMITATION SECTION of Article III, under the Plan,
              unless such amounts are distributed no later than the first April
              15 following the close of the Participant's taxable year.

              Participant Contributions means contributions made to any plan by
              or on behalf of a participant that are included in the
              participant's gross income in the year in which made and that are
              maintained under a separate account to which earnings and losses
              are allocated.

              Matching Contributions means employer contributions made to this
              or any other defined contribution plan, or to a contract
              described in Code Section 403(b), on behalf of a participant on
              account of a Participant Contribution made by such participant,
              or on account of a participant's Elective Deferral Contributions,
              under a plan maintained by the employer.

              Qualified Matching Contributions means Matching Contributions
              which are subject to the distribution and nonforfeitability
              requirements under Code Section 401(k) when made.

              Qualified Nonelective Contributions means any employer
              contributions (other than Matching Contributions) which an
              employee may not elect to have paid to him in cash instead of
              being contributed to the plan and which are subject to the
              distribution and nonforfeitability requirements under Code
              Section 401(k).

       (b)    A Participant may assign to this Plan any Excess Elective
              Deferrals made during a taxable year by notifying the Plan
              Administrator in writing on or before the first following March 1
              of the amount of the Excess Elective Deferrals to be assigned to
              the Plan.  A Participant is deemed to notify the Plan
              Administrator of any Excess Elective Deferrals that arise by
              taking into account only those Elective Deferral Contributions
              made to this Plan and any other plans of the Employer or a
              Controlled Group member and reducing such Excess Elective
              Deferrals by the amount of Excess Contributions, if any,
              previously distributed for the Plan Year beginning in that
              taxable year.  The Participant's claim for Excess Elective
              Deferrals shall be accompanied by the Participant's written
              statement that if such amounts are not distributed, such Excess
              Elective Deferrals, when added to amounts deferred under other
              plans or arrangements described in Code Sections 401(k), 408(k)
              or 403(b), will exceed the limit imposed on the Participant by
              Code Section 402(g) for the year in





ARTICLE III                          34
<PAGE>   35
              which the deferral occurred.  The Excess Elective Deferrals
              assigned to this Plan can not exceed the Elective Deferral
              Contributions allocated under this Plan for such taxable year.

              Notwithstanding any other provisions of the Plan, Elective
              Deferral Contributions in an amount equal to the Excess Elective
              Deferrals assigned to this Plan, plus any income and minus any
              loss allocable thereto, shall be distributed no later than April
              15 to any Participant to whose Account Excess Elective Deferrals
              were assigned for the preceding year and who claims Excess
              Elective Deferrals for such taxable year.

              The income or loss allocable to such Excess Elective Deferrals
              shall be equal to the income or loss allocable to the
              Participant's Elective Deferral Contributions for the taxable
              year in which the excess occurred multiplied by a fraction.  The
              numerator of the fraction is the Excess Elective Deferrals.  The
              denominator of the fraction is the closing balance without regard
              to any income or loss occurring during such taxable year (as of
              the end of such taxable year) of the Participant's Account
              resulting from Elective Deferral Contributions.

              Any Matching Contributions which were based on the Elective
              Deferral Contributions which are distributed as Excess Elective
              Deferrals, plus any income and minus any loss allocable thereto,
              shall be forfeited, if forfeitable.  These Forfeitures shall be
              used to offset the earliest Employer Contribution due after the
              Forfeiture arises.

       (c)    As of the end of each Plan Year after Excess Elective Deferrals
              have been determined, one of the following tests must be met:

              (1)    The Average Actual Deferral Percentage for Eligible
                     Participants who are Highly Compensated Employees for the
                     Plan Year is not more than the Average Actual Deferral
                     Percentage for Eligible Participants who are Nonhighly
                     Compensated Employees for the Plan Year multiplied by
                     1.25.

              (2)    The Average Actual Deferral Percentage for Eligible
                     Participants who are Highly Compensated Employees for the
                     Plan Year is not more than the Average Actual Deferral
                     Percentage for Eligible Participants who are Nonhighly
                     Compensated Employees for the Plan Year multiplied by 2
                     and the difference between the Average Actual Deferral
                     Percentages is not more than 2.

              The Actual Deferral Percentage for any Eligible Participant who
              is a Highly Compensated Employee for the Plan Year and who is
              eligible to have Elective Deferral Contributions (and Qualified
              Nonelective Contributions or Qualified Matching Contributions, or
              both, if used in computing the Actual Deferral Percentage)
              allocated to his account under two or more plans or arrangements
              described in Code Section 401(k) that are maintained by the
              Employer or a Controlled Group member shall be determined as if
              all such Elective Deferral Contributions (and, if applicable,
              such Qualified Nonelective Contributions or Qualified Matching
              Contributions, or both) were made under a single arrangement.  If
              a Highly Compensated Employee participates in two or more cash or
              deferred arrangements that have different Plan Years, all cash or
              deferred arrangements ending with or within the same calendar
              year shall be treated as a single arrangement.  Notwithstanding
              the foregoing, certain plans shall be treated as separate if
              mandatorily disaggregated under the regulations under Code
              Section 401(k).





ARTICLE III                          35
<PAGE>   36
              In the event that this Plan satisfies the requirements of Code
              Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one
              or more other plans, or if one or more other plans satisfy the
              requirements of such Code sections only if aggregated with this
              Plan, then this section shall be applied by determining the
              Actual Deferral Percentage of employees as if all such plans were
              a single plan.  Plans may be aggregated in order to satisfy Code
              Section 401(k) only if they have the same Plan Year.

              For purposes of determining the Actual Deferral Percentage of an
              Eligible Participant who is a five-percent owner or one of the
              ten most highly-paid Highly Compensated Employees, the Elective
              Deferral Contributions (and Qualified Nonelective Contributions
              or Qualified Matching Contributions, or both, if used in
              computing the Actual Deferral Percentage) and Compensation of
              such Eligible Participant include the Elective Deferral
              Contributions (and, if applicable, Qualified Nonelective
              Contributions or Qualified Matching Contributions, or both) and
              Compensation for the Plan Year of Family Members.  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 Nonhighly
              Compensated Employees and for Participants who are Highly
              Compensated Employees.

              For purposes of determining the Actual Deferral Percentage,
              Elective Deferral Contributions, Qualified Nonelective
              Contributions and Qualified Matching Contributions must be made
              before the last day of the 12-month period immediately following
              the Plan Year to which contributions relate.

              The Employer shall maintain records sufficient to demonstrate
              satisfaction of the Average Actual Deferral Percentage test and
              the amount of Qualified Nonelective Contributions or Qualified
              Matching Contributions, or both, used in such test.

              The determination and treatment of the Contributions used in
              computing the Actual Deferral Percentage shall satisfy such other
              requirements as may be prescribed by the Secretary of the
              Treasury.

              If the Plan Administrator should determine during the Plan Year
              that neither of the above tests is being met, the Plan
              Administrator may adjust the amount of future Elective Deferral
              Contributions of the Highly Compensated Employees.

              Notwithstanding any other provisions of this Plan, Excess
              Contributions, plus any income and minus any loss allocable
              thereto, shall be distributed no later than the last day of each
              Plan Year to Participants to whose Accounts such Excess
              Contributions were allocated for the preceding Plan Year.  If
              such excess amounts are distributed more than 2 1/2 months after
              the last day of the Plan Year in which such excess amounts arose,
              a ten (10) percent excise tax will be imposed on the employer
              maintaining the plan with respect to such amounts.  Such
              distributions shall be made to Highly Compensated Employees on
              the basis of the respective portions of the Excess Contributions
              attributable to each of such employees.  Excess Contributions of
              Participants who are subject to the family member aggregation
              rules shall be allocated among the Family Members in proportion
              to the Elective Deferral Contributions (and amounts treated as
              Elective Deferral Contributions) of each Family Member that is
              combined to determine the combined Actual Deferral Percentage.





ARTICLE III                          36
<PAGE>   37
              Excess Contributions shall be treated as Annual Additions, as
              defined in the CONTRIBUTION LIMITATION SECTION of Article III,
              under the Plan.

              The Excess Contributions shall be adjusted for income or loss.
              The income or loss allocable to such Excess Contributions shall
              be equal to the income or loss allocable to the Participant's
              Elective Deferral Contributions (and, if applicable, Qualified
              Nonelective Contributions or Qualified Matching Contributions, or
              both) for the Plan Year in which the excess occurred multiplied
              by a fraction.  The numerator of the fraction is the Excess
              Contributions.  The denominator of the fraction is the closing
              balance without regard to any income or loss occurring during
              such Plan Year (as of the end of such Plan Year) of the
              Participant's Account resulting from Elective Deferral
              Contributions (and Qualified Nonelective Contributions or
              Qualified Matching Contributions, or both, if used in computing
              the Actual Deferral Percentage).

              Excess Contributions shall be distributed from the Participant's
              Account resulting from Elective Deferral Contributions.  If such
              Excess Contributions exceed the balance in the Participant's
              Account resulting from Elective Deferral Contributions, the
              balance shall be distributed from the Participant's Account
              resulting from Qualified Matching Contributions (if applicable)
              and Qualified Nonelective Contributions, respectively.

              Any Matching Contributions which were based on the Elective
              Deferral Contributions which are distributed as Excess
              Contributions, plus any income and minus any loss allocable
              thereto, shall be forfeited, if forfeitable.  These Forfeitures
              shall be used to offset the earliest Employer Contribution due
              after the Forfeiture arises.

       (d)    As of the end of each Plan Year, one of the following tests must
              be met:

              (1)    The Average Contribution Percentage for Eligible
                     Participants who are Highly Compensated Employees for the
                     Plan Year is not more than the Average Contribution
                     Percentage for Eligible Participants who are Nonhighly
                     Compensated Employees for the Plan Year multiplied by
                     1.25.

              (2)    The Average Contribution Percentage for Eligible
                     Participants who are Highly Compensated Employees for the
                     Plan Year is not more than the Average Contribution
                     Percentage for Eligible Participants who are Nonhighly
                     Compensated Employees for the Plan Year multiplied by 2
                     and the difference between the Average Contribution
                     Percentages is not more than 2.

              If one or more Highly Compensated Employees participate in both a
              cash or deferred arrangement and a plan subject to the Average
              Contribution Percentage test maintained by the Employer or a
              Controlled Group member and the sum of the Average Actual
              Deferral Percentage and Average Contribution Percentage of those
              Highly Compensated Employees subject to either or both tests
              exceeds the Aggregate Limit, then the Contribution Percentage of
              those Highly Compensated Employees who also participate in a cash
              or deferred arrangement will be reduced (beginning with such
              Highly Compensated Employees whose Contribution Percentage is the
              highest) so that the limit is not exceeded.  The amount by which
              each Highly Compensated Employee's Contribution Percentage is
              reduced shall be treated as an Excess Aggregate Contribution.
              The Average Actual Deferral Percentage and





ARTICLE III                          37
<PAGE>   38
              Average Contribution Percentage of the Highly Compensated
              Employees are determined after any corrections required to meet
              the Average Actual Deferral Percentage and Average Contribution
              Percentage tests.  Multiple use does not occur if both the
              Average Actual Deferral Percentage and Average Contribution
              Percentage of the Highly Compensated Employees does not exceed
              1.25 multiplied by the Average Actual Deferral Percentage and
              Average Contribution Percentage of the Nonhighly Compensated
              Employees.

              The Contribution Percentage for any Eligible Participant who is a
              Highly Compensated Employee for the Plan Year and who is eligible
              to have Contribution Percentage Amounts allocated to his account
              under two or more plans described in Code Section 401(a) or
              arrangements described in Code Section 401(k) that are maintained
              by the Employer or a Controlled Group member shall be determined
              as if the total of such Contribution Percentage Amounts was made
              under each plan.  If a Highly Compensated Employee participates
              in two or more cash or deferred arrangements that have different
              Plan Years, all cash or deferred arrangements ending with or
              within the same calendar year shall be treated as a single
              arrangement.  Notwithstanding the foregoing, certain plans shall
              be treated as separate if mandatorily disaggregated under the
              regulations under Code Section 401(m).

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

              For purposes of determining the Contribution Percentage of an
              Eligible Participant who is a five-percent owner or one of the
              ten most highly-paid Highly Compensated Employees, the
              Contribution Percentage Amounts and Compensation of such
              Participant shall include Contribution Percentage Amounts and
              Compensation for the Plan Year of Family Members.  Family
              Members, with respect to Highly Compensated Employees, shall be
              disregarded as separate employees in determining the Contribution
              Percentage both for employees who are Nonhighly Compensated
              Employees and for employees who are Highly Compensated Employees.

              For purposes of determining the Contribution Percentage,
              Participant Contributions are considered to have been made in the
              Plan Year in which contributed to the Plan.  Matching
              Contributions and Qualified Nonelective Contributions will be
              considered made for a Plan Year if made no later than the end of
              the 12-month period beginning on the day after the close of the
              Plan Year.

              The Employer shall maintain records sufficient to demonstrate
              satisfaction of the Average Contribution Percentage test and the
              amount of Qualified Nonelective Contributions or Qualified
              Matching Contributions, or both, used in such test.

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

              Notwithstanding any other provisions of this Plan, Excess
              Aggregate Contributions, plus any income and minus any loss
              allocable thereto, shall be forfeited, if not vested, or
              distributed, if vested, no later than the last day of each Plan
              Year to Participants to whose Accounts such Excess Aggregate
              Contributions were allocated for the preceding Plan Year.  Excess
              Aggregate Contributions of





ARTICLE III                          38
<PAGE>   39
              Participants who are subject to the family member aggregation
              rules shall be allocated among the Family Members in proportion
              to the Employee and Matching Contributions (or amounts treated as
              Matching Contributions) of each Family Member that is combined to
              determine the combined Contribution Percentage.  If such Excess
              Aggregate Contributions are distributed more than 2 1/2 months
              after the last day of the Plan Year in which such excess amounts
              arose, a ten (10) percent excise tax will be imposed on the
              employer maintaining the plan with respect to those amounts.
              Excess Aggregate Contributions shall be treated as Annual
              Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
              Article III, under the Plan.

              The Excess Aggregate Contributions shall be adjusted for income
              or loss.  The income or loss allocable to such Excess Aggregate
              Contributions shall be equal to the income or loss allocable to
              the Participant's Contribution Percentage Amounts for the Plan
              Year in which the excess occurred multiplied by a fraction.  The
              numerator of the fraction is the Excess Aggregate Contributions.
              The denominator of the fraction is the closing balance without
              regard to any income or loss occurring during such Plan Year (as
              of the end of such Plan Year) of the Participant's Account
              resulting from Contribution Percentage Amounts.

              Excess Aggregate Contributions shall be distributed from the
              Participant's Account resulting from Participant Contributions
              that are not required as a condition of employment or
              participation or for obtaining additional benefits from Employer
              Contributions.  If such Excess Aggregate Contributions exceed the
              balance in the Participant's Account resulting from such
              Participant Contributions, the balance shall be forfeited, if not
              vested, or distributed, if vested, on a pro-rata basis from the
              Participant's Account resulting from Contribution Percentage
              Amounts.  These Forfeitures shall be used to offset the earliest
              Employer Contribution due after the Forfeiture arises.





ARTICLE III                          39
<PAGE>   40
                                   ARTICLE IV

                          INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT OF CONTRIBUTIONS.

       All Contributions are forwarded by the Employer to the Insurer to be
deposited under the Group Contract or forwarded to the Trustee to be deposited
in the Trust Fund.

       Investment of Contributions is governed by the provisions of the Trust,
the Group Contract and any other funding arrangement in which the Trust Fund is
or may be invested.  To the extent permitted by the Trust, Group Contract or
other funding arrangement and subject to the limitations of Section 4.02 of
this Article, the parties named below shall direct the Contributions to any of
the accounts available under the Trust or Group Contract and may request the
transfer of assets resulting from those Contributions between such accounts.  A
Participant may not direct the Trustee to invest the Participant's Account in
collectibles.  Collectibles means any work of art, rug or antique, metal or
gem, stamp or coin, alcoholic beverage or other tangible personal property
specified by the Secretary of Treasury.  To the extent that a Participant does
not direct the investment of his Account, such Account shall be invested
ratably in the accounts available under the Trust or Group Contract in the same
manner as the undirected Accounts of all other Participants.  The Vested
Accounts of all Inactive Participants may be segregated and invested separately
from the Accounts of all other Participants.

       The Trust Fund shall be valued at current fair market value as of the
last day of the last calendar month ending in the Plan Year and, at the
discretion of the Trustee, may be valued more frequently.  The valuation shall
take into consideration investment earnings credited, expenses charged,
payments made and changes in the value of the assets held in the Trust Fund.
The Account of a Participant shall be credited with its share of the gains and
losses of the Trust Fund.  That part of a Participant's Account invested in a
funding arrangement which establishes an account or accounts for such
Participant thereunder shall be credited with the gain or loss from such
account or accounts.  That part of a Participant's Account which is invested in
other funding arrangements shall be credited with a proportionate share of the
gain or loss of such investments.  The share shall be determined by multiplying
the gain or loss of the investment by the ratio of the part of the
Participant's Account invested in such funding arrangement to the total of the
Trust Fund invested in such funding arrangement.

       At least annually, the Named Fiduciary shall review all pertinent
Employee information and Plan data in order to establish the funding policy of
the Plan and to determine appropriate methods of carrying out the Plan's
objectives.  The Named Fiduciary shall inform the Trustee and any Investment
Manager of the Plan's short-term and long-term financial needs so the
investment policy can be coordinated with the Plan's financial requirements.

       (a)    Employer Contributions other than Elective Deferral
              Contributions:  The Participant shall direct the investment of
              such Employer Contributions and transfer of assets resulting from
              those Contributions.

       (b)    Elective Deferral Contributions:  The Participant shall direct
              the investment of Elective Deferral Contributions and transfer of
              assets resulting from those Contributions.





ARTICLE IV                           40
<PAGE>   41
       (c)    Rollover Contributions:  The Participant shall direct the
              investment of Rollover Contributions and transfer of assets
              resulting from those Contributions.

       Investment direction may be made in 5% increments, and investment
direction may be changed once during a calendar quarter.

       However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and Plan assets which are not subject
to Participant direction.

SECTION 4.02--COMPANY STOCK ACCOUNT.

       A Company Stock Account will be established for each Participant to hold
the Matching Contributions made for him, any Elective Deferral Contributions
directed to Company Stock, and any Discretionary Contributions made in
Qualifying Employer Securities.

       Notwithstanding any other provision of this Plan, the Trustee may not
acquire or hold any Employer security which is not a "qualifying employer
security" (within the meaning of section 407(d)(5) of ERISA) provided, however,
that the Investment Fund may not acquire any Employer security if immediately
after such acquisition, the Fair Market Value of Employer securities held by
the Investment Fund exceeds 50% of the fund.

       If Qualifying Employer Securities are purchased for, or contributed to a
Participant's Account, the Participant's Account will be credited with the
number of shares purchased or contributed.  Dividends paid will also be
credited to the Participant's Account.  The value of the shares held will be
the price at which the shares were last traded on a registered stock exchange
preceding the close of business on the valuation date.

       No change in the investment directed by the executive officers and
directors of the Employer who are Participants in the Plan to or from Company
Stock shall be effective unless such change is made during the "window period"
specified herein.  The window period shall be the period which commences three
(3) business days after the public release of quarterly financial data by the
Employer and which lasts through the twelfth business day following such
release.  This limitation shall not apply to a change in investment incidental
to distribution at termination of employment or other distributable event.
This limitation shall not apply to a decision upon initial eligibility to make
Elective Deferrals and to direct their investment in Company Stock.

       Except as provided for hereinafter, the Plan Administrator shall direct
the Trustee as to the exercise of all voting powers over any shares of
Qualifying Employer Securities.  Each Participant shall be entitled to direct
the Trustee as to the exercise of all voting powers over shares allocated to
his Account that are Registration Type Qualifying Employer Securities.  The
Participant shall be entitled to direct the Trustee as to the manner in which
the voting rights will be exercised over shares allocated to his Account that
are not Registration Type Qualifying Employer Securities with respect to any
corporate manner which involves the voting of such shares allocated to the
Participant's Account with respect to the approval or disapproval of any
corporate merger or consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets of a trade or
business, or such similar transaction as may be prescribed in Treasury
Regulations.

       In the event that a tender offer is made for some or all of the shares
of the Employer, each Participant shall have the right to direct whether those
shares allocated to his Account, whether or not vested, shall be tendered.
This right shall be exercised in the manner set forth herein.  In the absence
of a written directive from or election by a Participant to the Plan
Administrator, the Plan Administrator shall direct the Trustee not to tender
such





ARTICLE IV                           41
<PAGE>   42
shares.  Because the choice is to be given to the Participants, the Plan
Administrator and the Trustee shall not have fiduciary responsibility with
respect to the decision to tender or not or whether to tender all of such
shares or only a portion thereof.

       In order to facilitate the decision of Participants whether to tender
their shares in a tender offer (or how many shares to tender), the Plan
Administrator shall provide election forms for the Participants, whereby they
may elect to tender or not and whereby they may elect to tender all or a
portion of such shares.  Unless otherwise limited by Federal securities law,
such election may be made or changed at any time prior to the day before the
expiration date of the tender offer (with extensions); any election or change
in election must be received by the Plan Administrator, or a designated
representative of the Plan Administrator, on or before the day preceding the
expiration date of the tender offer (with extensions, if any).  The Plan
Administrator may develop procedures to facilitate Participants' choices, such
as the use of facsimile transmissions for Employees located in areas physically
remote from the Plan Administrator.  The election shall be binding on the Plan
Administrator and the Trustee.  The Plan Administrator shall make every effort
to distribute the notice of the tender, election forms and other communications
related to the tender offer to all Participants as soon as practicable
following the announcement of the tender offer, including mailing such notice
and form to Participants and posting such notice in places designed to be
reviewed by Participants.

       As to shares which are not allocated to the Account of any Participant,
all such shares (in the aggregate) shall be tendered or not as the majority of
the shares held by Participants and directed by Participants are tendered or
not.  The Plan Administrator shall direct the Trustee to tender all such
unallocated shares or not, in accordance with the elections of the Participants
having an allocation of a majority of the shares under the Plan.

SECTION 4.03--TRANSACTIONS INVOLVING EMPLOYER SECURITIES.

       Participants in the Plan shall be entitled to invest up to 100% of
Employer Contributions in Qualifying Employer Securities.

       Once investment in Qualifying Employer Securities is made available to
Eligible Employees, then it shall continue to be available unless the Plan and
Trust is amended to disallow such available investment.

       Participants shall be entitled to elect to have their Elective Deferral
Contributions and other portions of their Accounts invested in Qualifying
Employer Securities.  In the absence of such election, such Eligible Employees
shall be deemed to have elected to have their Accounts invested wholly in the
Investment Funds.  Once an election is made, it shall be considered to continue
until a new election is made.  An Eligible Employee may elect to have any
portion of his Elective Deferral Contributions which corresponds to an integral
percentage of his Compensation to be invested in Qualifying Employer
Securities.  If an Eligible Employee elects to have his Elective Deferral
Contributions withheld in Qualifying Employer Securities, then the Matching
Contribution associated with such Elective Deferral Contributions will be
invested in Qualifying Employer Securities.

       If the securities of the Employer are not publicly traded and if no
market or an extremely thin market exists for the Qualifying Employer
Securities, so that a reasonable valuation may not be obtained from the
marketplace, then such Qualifying Employer Securities must be valued at least
annually by an independent appraiser who is not associated with the Employer,
the Plan Administrator, the Trustee, or any person related to any fiduciary
under the Plan.  The independent appraiser may be associated with a person who
is merely a contract administrator with respect to the Plan, but who exercises
no discretionary authority and is not a Plan fiduciary.





ARTICLE IV                           42
<PAGE>   43
       If there is a public market for Qualifying Employer Securities of the
type held by the Plan, then the Plan Administrator may use as the value of the
shares the price at which such shares traded in such market, or an average of
the bid and asked prices for such shares in such market, provided that such
value is representative of the fair market value of such shares in the opinion
of the Plan Administrator.  If the Qualifying Employer Securities do not trade
on the annual valuation date or if the market is very thin on such date, then
the Plan Administrator may use the average of trade prices for a period of time
ending on such date, provided that such value is representative of the Fair
Market Value of such shares in the opinion of the Plan Administrator.

       For purposes of determining the annual valuation of the Plan and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which  corresponds to
the last day of the Plan Year.  The Fair Market Value of Qualifying Employer
Securities shall be determined on such a Valuation Date.  The average of the
bid and asked prices of Qualifying Employer Securities as of the date of the
transaction shall apply for purposes of valuing distributions and other
transactions of the Plan to the extent such value is representative of the Fair
Market Value of such shares in the opinion of the Plan Administrator.

       All purchases of Qualifying Employer Securities shall be made at a
price, or prices, which, in the judgment of the Plan Administrator, do not
exceed the fair market value of such Qualifying Employer Securities.

       In the event that the Trustee acquires shares of Qualifying Employer
Securities by purchase from a "disqualified person" as defined in Code Section
4975(e)(2), in exchange for cash or other assets of the Trust, the terms of
such purchase shall contain the provision that in the event that there is a
final determination by the Internal Revenue Service or court of competent
jurisdiction that the Fair Market Value of such shares of Company Stock as of
the date of purchase was less than the purchase price paid by the Trustee, then
the seller shall pay or transfer, as the case may be, to the Trustee an amount
of cash, shares of Company Stock, or any combination thereof equal in value to
the difference between the purchase price and said Fair Market Value for all
such shares.  In the event that cash and/or shares of Company Stock are paid
and/or transferred to the Trustee under this provision, shares of Company Stock
shall be valued at their Fair Market Value as of the date of said purchase, and
interest at a reasonable rate from the date of purchase to the date of payment
shall be paid by the seller on the amount of cash paid.

       The Plan Administrator may direct the Trustee to sell, resell or
otherwise dispose of Qualifying Employer Securities to any person, including
the Employer, provided that any such sales to any disqualified person,
including the Employer, will be made at not less than the Fair Market Value and
no commission is charged.  Any such sale shall be made in conformance with
Section 408(e) of ERISA.

       In the event the Plan Administrator directs the Trustee to dispose of
any Qualifying Employer Securities held as Trust Assets under circumstances
which require registration and/or qualification of the securities under
applicable Federal or state securities laws, then the Employer, at its own
expense, will take or cause to be taken any and all such action as may be
necessary or appropriate to effect such registration and/or qualification.

       In the event that a formal tender offer (under the securities laws) is
made for some or all of the shares of Company Stock, each Participant shall
have the right to direct whether those shares allocated to his Account, whether
or not vested, shall be tendered.  If the opportunity to tender such shares
does not correspond to the time for directing investment under the Plan, then
an extra opportunity shall be provided to Participants to make an investment
direction decision which does correspond to the period for responding to the
tender offer.  That is, notwithstanding any direction made or to be made for
the calendar quarter, the Participant direction of





ARTICLE IV                           43
<PAGE>   44
investment in response to a tender offer shall be permitted as an additional
opportunity to direct investment, the exercise of which will not adversely
affect the Participant's ability to make other investment direction in
accordance with this section.

       The right to respond to a tender offer shall be exercised in the manner
set forth herein.  The Plan Administrator shall establish the terms and
conditions of the response to the tender offer.  In the absence of a written
directive from or election by a Participant to the Plan Administrator, after
having been notified, the Participant shall be deemed to have chosen not to
tender his or her shares (that being the most recent investment decision made
for directed account shares), and the Plan Administrator shall direct the
Trustee not to tender such shares.  Because the choice is to be given to the
Participants, the Plan Administrator and the Trustee shall not have fiduciary
responsibility with respect to the decision to tender or not or whether to
tender all of such shares or only a portion thereof.

       In order to facilitate the decision of Participants whether to tender
their shares in a tender offer (or how many shares to tender), the Plan
Administrator shall provide election forms for the Participants, whereby they
may elect to tender or not and whereby they may elect to tender all or a
portion of such shares.  Such election may be made or changed at any time prior
to the day before the expiration date of the tender offer (with extensions);
any election or change in election must be received by the Plan Administrator,
or a designated representative of the Plan Administrator, on or before the day
preceding the expiration date of the tender offer (with extensions, if any).
The election shall be binding on the Plan Administrator and the Trustee.  The
Plan Administrator shall make every effort to distribute the notice of the
tender, election forms and other communications related to the tender offer to
all Participants as soon as practicable following the announcement of the
tender offer, including mailing such notice and form to Participants and
posting such notice in places designed to be reviewed by Participants.

       Shares allocated to the portion of a Participant's Account resulting
from Matching Contributions shall also be subject to Participant direction in
the case of a tender offer.  In the absence of direction, the Plan
Administrator shall have discretion to direct the tender if, in its opinion,
the tender offer may result in Employer Securities no longer being available
and the price fixed during the tender offer would produce a financial gain to
the Plan Participants as compared with the financial gain to the Plan
Participants as compared with the alternative of not tendering such stock.





ARTICLE IV                           44
<PAGE>   45
                                   ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

       On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02--DEATH BENEFITS.

       If a Participant dies before his Annuity Starting Date, his Vested
Account shall be distributed according to the distribution of benefits
provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of
Article IX.

SECTION 5.03--VESTED BENEFITS.

       A Participant may receive a distribution of his Vested Account at any
time after he ceases to be an Employee, provided he has not again become an
Employee.  If such amount is not payable under the provisions of the SMALL
AMOUNTS SECTION of Article IX, it will be distributed only if the Participant
so elects.  The Participant's election shall be subject to the requirements in
the ELECTION PROCEDURES SECTION of Article VI for a qualified election of a
retirement benefit.

       If a Participant does not receive an earlier distribution according to
the provisions of this section or the SMALL AMOUNTS SECTION of Article IX, upon
his Retirement Date or death, his Vested Account shall be applied according to
the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION
of Article V.

       The Nonvested Account of a Participant who has ceased to be an Employee
shall remain a part of his Account until it becomes a Forfeiture; provided,
however, if the Participant again becomes an Employee so that his Vesting
Percentage can increase, the Nonvested Account may become a part of his Vested
Account.

SECTION 5.04--WHEN BENEFITS START.

       Benefits under the Plan begin when a Participant retires, dies or ceases
to be an Employee, whichever applies, as provided in the preceding sections of
this article.  Benefits which begin before Normal Retirement Date for a
Participant who became Totally and Permanently Disabled when he was an Employee
shall be deemed to begin because he is Totally and Permanently Disabled.  The
start of benefits is subject to the qualified election procedures of Article
VI.

       Unless otherwise elected, benefits shall begin before the sixtieth day
following the close of the Plan Year in which the latest date below occurs:

       (a)    The date the Participant attains age 65 (Normal Retirement Age,
if earlier).





ARTICLE V                            45
<PAGE>   46
       (b)    The tenth anniversary of the Participant's Entry Date.

       (c)    The date the Participant ceases to be an Employee.

       Notwithstanding the foregoing, the failure of a Participant and spouse
to consent to a distribution while a benefit is immediately distributable,
within the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be
deemed to be an election to defer commencement of payment of any benefit
sufficient to satisfy this section.

       The Participant may elect to have his benefits begin after the latest
date for beginning benefits described above, subject to the provisions of this
section.  The Participant shall make the election in writing and deliver the
signed statement of election to the Plan Administrator before Normal Retirement
Date or the date he ceases to be an Employee, if later.  The election must
describe the form of distribution and the date the benefits will begin.  The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

       Benefits shall begin by the Participant's Required Beginning Date, as
defined in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS
SECTION of Article VI.

       Contributions which are used to compute the Actual Deferral Percentage,
as defined in the EXCESS AMOUNTS SECTION of Article III, may be distributed
upon disposition by the Employer of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used by the Employer in a trade or business
or disposition by the Employer of the Employer's interest in a subsidiary
(within the meaning of Code Section 409(d)(3)) if the transferee corporation is
not a Controlled Group member, the Employee continues employment with the
transferee corporation and the transferor corporation continues to maintain the
Plan.  Such distributions made after March 31, 1988, must be made in a single
sum.

SECTION 5.05--LOANS TO PARTICIPANTS.

       Loans shall be made available to all Participants on a reasonably
equivalent basis.  For purposes of this section, Participant means any
Participant or Beneficiary who is a party-in-interest, within the meaning of
Section 3(14) of the Employee Retirement Income Security Act of 1974 (ERISA).
Loans shall not be made to highly compensated employees, as defined in Code
Section 414(q), in an amount greater than the amount made available to other
Participants.

       No loans will be made to any shareholder-employee or owner-employee.
For purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or
is considered as owning within the meaning of Code Section 318(a)(1)), on any
day during the taxable year of such corporation, more than 5% of the
outstanding stock of the corporation.

       A loan to a Participant shall be a Participant-directed investment of
his Account.  No Account other than the borrowing Participant's Account shall
share in the interest paid on the loan or bear any expense or loss incurred
because of the loan.

       The number of outstanding loans shall be limited to one.  No more than
one loan will be approved for any Participant in any 12-month period.  The
minimum amount of any loan shall be $1,000.





ARTICLE V                            46
<PAGE>   47
       Loans must be adequately secured and bear a reasonable rate of interest.

       The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

       (a)    $50,000 reduced by the highest outstanding loan balance of loans
              during the one-year period ending on the day before the new loan
              is made.

       (b)    The greater of (1) or (2), reduced by (3) below:

              (1)    One-half of the Participant's Vested Account.

              (2)    $10,000.

              (3)    Any outstanding loan balance on the date the new loan is
                     made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B).  Loans made to a Participant from all qualified employer plans, as
defined in Code Section 72(p)(4), of the Employer and any Controlled Group
member, shall be treated as one loan.

       The foregoing notwithstanding, the amount of such loan shall not exceed
50% of the amount of the Participant's Vested Account.   No collateral other
than a portion of the Participant's Vested Account (as limited above) shall be
accepted.  The Loan Administrator shall determine if the collateral is adequate
for the amount of the loan requested.

       A Participant must obtain the consent of the Participant's spouse, if
any, to the use of the Vested 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 to be so secured is made.  The consent
must be in writing, must acknowledge the effect of the loan, and must be
witnessed by a plan representative or a 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
Vested Account is used for collateral upon renegotiation, extension, renewal,
or other revision of the loan.

       If a valid spousal consent has been obtained in accordance with the
above, then, notwithstanding any other provision of this Plan, the portion of
the Participant's Vested Account used as a security interest held by the Plan
by reason of a loan outstanding to the Participant shall be taken into account
for purposes of determining the amount of the Vested Account payable at the
time of death or distribution, but only if the reduction is used as repayment
of the loan.  If less than 100% of the Participant's Vested Account (determined
without regard to the preceding sentence) is payable to the surviving spouse,
then the Vested Account shall be adjusted by first reducing the Vested Account
by the amount of the security used as repayment of the loan, and then
determining the benefit payable to the surviving spouse.

       Each loan shall bear a reasonable fixed rate of interest to be
determined by the Loan Administrator.  In determining the interest rate, the
Loan Administrator shall take into consideration fixed interest rates currently
being charged by commercial lenders for loans of comparable risk on similar
terms and for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for





ARTICLE V                            47
<PAGE>   48
loans made under similar circumstances.  The Loan Administrator shall not
discriminate among Participants in the matter of interest rates; but loans
granted at different times may bear different interest rates in accordance with
the current appropriate standards.

       The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan.  The
period of repayment for any loan shall be arrived at by mutual agreement
between the Loan Administrator and the Participant.

       The Participant shall make a written application for a loan from the
Plan on forms provided by the Loan Administrator.  The application must specify
the amount and duration requested.  No loan will be approved unless the
Participant is creditworthy.  The Participant must grant authority to the Loan
Administrator to investigate the Participant's creditworthiness so that the
loan application may be properly considered.

       Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will
be able to satisfy payments on the loan as due.  Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and/or credit history of the Participant to determine whether
a loan should be approved.

       Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

       There will be an assignment of collateral to the Plan executed at the
time the loan is made.

       In those cases where repayment through payroll deduction by the Employer
is available, installments are so payable, and a payroll deduction agreement
will be executed by the Participant at the time of making the loan.

       Where payroll deduction is not available, payments are to be timely
made.

       Any payment that is not by payroll deduction shall be made payable to
the Employer or Trustee, as specified in the promissory note, and delivered to
the Loan Administrator, including prepayments, service fees and penalties, if
any, and other amounts due under the note.

       The promissory note may provide for reasonable late payment penalties
and/or service fees.  Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner.  If the promissory note so
provides, such amounts may be assessed and collected from the Account of the
Participant as part of the loan balance.

       Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

       If any amount remains unpaid for more than 31 days after due, a default
is deemed to occur.

       Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the
collateral as allowed by law.





ARTICLE V                            48
<PAGE>   49
       If any payment of principal or interest or any other amount due under
the promissory note, or any portion thereof, is not made for a period of 90
days after due, the entire principal balance whether or not otherwise then due,
shall become immediately due and payable without demand or notice, and subject
to collection or satisfaction by any lawful means, including specifically but
not limited to the right to enforce the claim against the security pledged and
to execute upon the collateral as allowed by law.

       In the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due, will not
occur until a distributable event occurs in accordance with the Plan, and will
not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

       All reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory note or instrument by which
a promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

       If payroll deduction is being utilized, in the event that a
Participant's available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an increase in the
amount taken subsequently, sufficient to make up the amount that is then due.
If the subsequent deduction is also insufficient to satisfy the amount due
within 31 days, a default is deemed to occur as above.  If any amount remains
past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued and any other amount then
due under the promissory note, shall become due and payable, as above.

       If the Participant ceases to be a party-in-interest, within the meaning
of Section 3(14) of ERISA, the balance of the outstanding loan becomes due and
payable, and the Participant's Vested Account will be used as available for
distribution(s) to pay the outstanding loan.  The Participant's Vested Account
will not be used to pay any amount due under the outstanding loan before the
date which is 31 days after the date he ceased to be a party-in-interest, and
the Participant may elect to repay the outstanding loan with interest on the
day of repayment.  If no distributable event has occurred under the Plan at the
time that the Participant's Vested Account would otherwise be used under this
provision to pay any amount due under the outstanding loan, this will not occur
until the time, or in excess of the extent to which, a distributable event
occurs under the Plan





ARTICLE V                            49
<PAGE>   50
                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

       Unless a qualified election of an optional form of benefit has been made
within the election period (see the ELECTION PROCEDURES SECTION of Article VI),
the automatic form of benefit payable to or on behalf of a Participant is
determined as follows:

       (a)    The automatic form of retirement benefit for a Participant who
              does not die before his Annuity Starting Date shall be the
              Qualified Joint and Survivor Form.

       (b)    The automatic form of death benefit for a Participant who dies
              before his Annuity Starting Date shall be:
 
              (1)    A Qualified Preretirement Survivor Annuity for a
                     Participant who has a spouse on the date of his death.
                     The spouse may elect to start receiving the death benefit
                     on any first day of the month on or after the Participant
                     dies and before the date the Participant would have been
                     age 70 1/2.  If the spouse dies before benefits start, the
                     Participant's Vested Account, determined as of the date of
                     the spouse's death, shall be paid to the spouse's
                     Beneficiary.

              (2)    A single-sum payment to the Participant's Beneficiary for
                     a Participant who does not have a spouse who is entitled
                     to a Qualified Preretirement Survivor Annuity.

              Before a death benefit will be paid on account of the death of a
              Participant who does not have a spouse who is entitled to a
              Qualified Preretirement Survivor Annuity, it must be established
              to the satisfaction of a plan representative that the Participant
              does not have such a spouse.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS.

       (a)    For purposes of this section, the following terms are defined:

              Applicable Life Expectancy means Life Expectancy (or Joint and
              Last Survivor Expectancy) calculated using the attained age of
              the Participant (or Designated Beneficiary) as of the
              Participant's (or Designated Beneficiary's) birthday in the
              applicable calendar year reduced by one for each calendar year
              which has elapsed since the date Life Expectancy was first
              calculated.  If Life Expectancy is being recalculated, the
              Applicable Life Expectancy shall be the Life Expectancy so
              recalculated.  The applicable calendar year shall be the first
              Distribution Calendar Year, and if Life Expectancy is being
              recalculated such succeeding calendar year.

              Designated Beneficiary means the individual who is designated as
              the beneficiary under the Plan in accordance with Code Section
              401(a)(9) and the regulations thereunder.





ARTICLE VI                           50
<PAGE>   51
              Distribution Calendar Year means a calendar year for which a
              minimum distribution is required.  For distributions beginning
              before the Participant's death, the first Distribution Calendar
              Year is the calendar year immediately preceding the calendar year
              which contains the Participant's Required Beginning Date.  For
              distributions beginning after the Participant's death, the first
              Distribution Calendar Year is the calendar year in which
              distributions are required to begin pursuant to (e) below.

              Joint and Last Survivor Expectancy means joint and last survivor
              expectancy computed by use of the expected return multiples in
              Table VI of section 1.72-9 of the Income Tax Regulations.

              Unless otherwise elected by the Participant (or spouse, in the
              case of distributions described in (e)(2)(ii) below) by the time
              distributions are required to begin, life expectancies shall be
              recalculated annually.  Such election shall be irrevocable as to
              the Participant (or spouse) and shall apply to all subsequent
              years.  The life expectancy of a nonspouse Beneficiary may not be
              recalculated.

              Life Expectancy means life expectancy computed by use of the
              expected return multiples in Table V of section 1.72-9 of the
              Income Tax Regulations.

              Unless otherwise elected by the Participant (or spouse, in the
              case of distributions described in (e)(2)(ii) below) by the time
              distributions are required to begin, life expectancies shall be
              recalculated annually.  Such election shall be irrevocable as to
              the Participant (or spouse) and shall apply to all subsequent
              years.  The life expectancy of a nonspouse Beneficiary may not be
              recalculated.

              Participant's Benefit means

              (1)    The Account balance as of the last valuation date in the
                     calendar year immediately preceding the Distribution
                     Calendar Year (valuation calendar year) increased by the
                     amount of any contributions or forfeitures allocated to
                     the Account balance as of the dates in the valuation
                     calendar year after the valuation date and decreased by
                     distributions made in the valuation calendar year after
                     the valuation date.

              (2)    For purposes of (1) above, if any portion of the minimum
                     distribution for the first Distribution Calendar Year is
                     made in the second Distribution Calendar Year on or before
                     the Required Beginning Date, the amount of the minimum
                     distribution made in the second Distribution Calendar Year
                     shall be treated as if it had been made in the immediately
                     preceding Distribution Calendar Year.

              Required Beginning Date means, for a Participant, the first day
              of April of the calendar year following the calendar year in
              which the Participant attains age 70 1/2, unless otherwise
              provided in (1), (2) or (3) below:

              (1)    The Required Beginning Date for a Participant who attains
                     age 70 1/2 before January 1, 1988, and who is not a
                     5-percent owner is 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.





ARTICLE VI                           51
<PAGE>   52
              (2)    The Required Beginning Date for a Participant who attains
                     age 70 1/2 before January 1, 1988, and who is a 5-percent
                     owner is the first day of April of the calendar year
                     following the later of

                     (i)    the calendar year in which the Participant attains
                            age 70 1/2, or

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

              (3)    The Required Beginning Date of a Participant who is not a
                     5-percent owner and who attains age 70 1/2 during 1988 and
                     who has not retired as of January 1, 1989, is April 1,
                     1990.

              A Participant is treated as a 5-percent owner for purposes of
              this section if such Participant is a 5-percent owner as defined
              in Code Section 416(i) (determined in accordance with Code
              Section 416 but without regard to whether the Plan is top-heavy)
              at any time during the Plan Year ending with or within the
              calendar year in which such owner attains age 66 1/2 or any
              subsequent Plan Year.

              Once distributions have begun to a 5-percent owner under this
              section, they must continue to be distributed, even if the
              Participant ceases to be a 5-percent owner in a subsequent year.

       (b)    The optional forms of retirement benefit shall be the following:
              a straight life annuity; single life annuities with certain
              periods of five, ten or fifteen years; a single life annuity with
              installment refund; survivorship life annuities with installment
              refund and survivorship percentages of 50, 66 2/3 or 100; fixed
              period annuities for any period of whole months which is not less
              than 60 and does not exceed the Life Expectancy of the
              Participant and the named Beneficiary as provided in (d) below
              where the Life Expectancy is not recalculated; and a series of
              installments chosen by the Participant with a minimum payment
              each year beginning with the year the Participant turns age 70
              1/2.  The payment for the first year in which a minimum payment
              is required will be made by April 1 of the following calendar
              year.  The payment for the second year and each successive year
              will be made by December 31 of that year.  The minimum payment
              will be based on a period equal to the Joint and Last Survivor
              Expectancy of the Participant and the Participant's spouse, if
              any, as provided in (d) below where the Joint and Last Survivor
              Expectancy is recalculated.  The balance of the Participant's
              Vested Account, if any, will be payable on the Participant's
              death to his Beneficiary in a single sum.  The Participant may
              also elect to receive his Vested Account in a single-sum payment;
              or, in the form of Qualifying Employer Securities to the extent
              that his Vested Account was held in Qualifying Employer
              Securities; or, in any combination thereof.  Fractional shares
              shall be paid in cash, valued as of the most recent Valuation
              Date; the distribution shall include any dividends (cash or
              stock) on such whole shares or any additional shares received as
              a result of a stock split or any other adjustment to such whole
              shares since the Valuation Date preceding the date of
              distribution.

              Election of an optional form is subject to the qualified election
              provisions of Article VI.





ARTICLE VI                           52
<PAGE>   53
              Any annuity contract distributed shall be nontransferable.  The
              terms of any annuity contract purchased and distributed by the
              Plan to a Participant or spouse shall comply with the
              requirements of this Plan.

       (c)    The optional forms of death benefit are a single-sum payment and
              any annuity that is an optional form of retirement benefit.
              However, a series of installments shall not be available if the
              Beneficiary is not the spouse of the deceased Participant.

       (d)    Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article
              VI, joint and survivor annuity requirements, the requirements of
              this section shall apply to any distribution of a Participant's
              interest and will take precedence over any inconsistent
              provisions of this Plan.  Unless otherwise specified, the
              provisions of this section apply to calendar years beginning
              after December 31, 1984.

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

              The entire interest of a Participant must be distributed or begin
              to be distributed no later than the Participant's Required
              Beginning Date.

              As of the first Distribution Calendar Year, distributions, if not
              made in a single sum, may only be made over one of the following
              periods (or 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.

              If the Participant's interest is to be distributed in other than
              a single sum, the following minimum distribution rules shall
              apply on or after the Required Beginning Date:

              (5)    Individual account:

                     (i)    If a Participant's Benefit is to be distributed
                            over

                            (a)    a period not extending beyond the Life
                                   Expectancy of the Participant or the Joint
                                   Life and Last Survivor Expectancy of the
                                   Participant and the Participant's Designated
                                   Beneficiary or

                            (b)    a period not extending beyond the Life
                                   Expectancy of the Designated Beneficiary,





ARTICLE VI                           53
<PAGE>   54
                                   the amount required to be distributed for
                                   each calendar year beginning with the
                                   distributions for the first Distribution
                                   Calendar Year, must be at least equal to the
                                   quotient obtained by dividing the
                                   Participant's Benefit by the Applicable Life
                                   Expectancy.

                     (ii)   For calendar years beginning before January 1,
                            1989, 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.

                     (iii)  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

                            (a)    the Applicable Life Expectancy or

                            (b)    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
                                   proposed regulations.

                            Distributions after the death of the Participant
                            shall be distributed using the Applicable Life
                            Expectancy in (5)(i) above as the relevant divisor
                            without regard to Proposed Regulations section
                            1.401(a)(9)-2.

                     (iv)   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 the
                            Distribution Calendar Year for other calendar
                            years, including the minimum distribution for the
                            Distribution Calendar Year in which the
                            Participant's Required Beginning Date occurs, must
                            be made on or before December 31 of that
                            Distribution Calendar Year.

              (6)    Other forms:

                     (i)    If the Participant's Benefit is distributed in the
                            form of an annuity purchased from an insurance
                            company, distributions thereunder shall be made in
                            accordance with the requirements of Code Section
                            401(a)(9) and the proposed regulations thereunder.

       (e)    Death distribution provisions:

              (1)    Distribution beginning before death.  If the Participant
                     dies after distribution of his interest has begun, the
                     remaining portion of such interest will continue to be
                     distributed at least as rapidly as under the method of
                     distribution being used prior to the Participant's death.

              (2)    Distribution beginning after death.  If the Participant
                     dies before distribution of his interest begins,
                     distribution of the Participant's entire interest shall be
                     completed by December 31





ARTICLE VI                           54
<PAGE>   55
                     of the calendar year containing the fifth anniversary of
                     the Participant's death except to the extent that an
                     election is made to receive distributions in accordance
                     with (i) or (ii) below:

                     (i)    if any portion of the Participant's interest is
                            payable to a Designated Beneficiary, distributions
                            may be made over the life or over a period certain
                            not greater than the Life Expectancy of the
                            Designated Beneficiary commencing on or before
                            December 31 of the calendar year immediately
                            following the calendar year in which the
                            Participant died;

                     (ii)   if the Designated Beneficiary is the Participant's
                            surviving spouse, the date distributions are
                            required to begin in accordance with (i) above
                            shall not be earlier than the later of

                            (a)    December 31 of the calendar year immediately
                                   following the calendar year in which the
                                   Participant died and

                            (b)    December 31 of the calendar year in which
                                   the Participant would have attained age 70
                                   1/2.

                     If the Participant has not made an election pursuant to
                     this (e)(2) by the time of his death, the Participant's
                     Designated Beneficiary must elect the method of
                     distribution no later than the earlier of

                     (iii)  December 31 of the calendar year in which
                            distributions would be required to begin under this
                            subparagraph, or

                     (iv)   December 31 of the calendar year which contains the
                            fifth anniversary of the date of death of the
                            Participant.

                     If the Participant has no Designated Beneficiary, or if
                     the Designated Beneficiary does not elect a method of
                     distribution, distribution of the Participant's entire
                     interest must be completed by December 31 of the calendar
                     year containing the fifth anniversary of the Participant's
                     death.

              (3)    For purposes of (e)(2) above, if the surviving spouse dies
                     after the Participant, but before payments to such spouse
                     begin, the provisions of (e)(2) above, with the exception
                     of (e)(2)(ii) therein, shall be applied as if the
                     surviving spouse were the Participant.

              (4)    For purposes of this (e), 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.

              (5)    For purposes of this (e), distribution of a Participant's
                     interest is considered to begin on the Participant's
                     Required Beginning Date (or if (e)(3) above is applicable,
                     the date distribution is required to begin to the
                     surviving spouse pursuant to (e)(2) above).  If
                     distribution in the form of an annuity irrevocably
                     commences to the Participant before the





ARTICLE VI                           55
<PAGE>   56
                     Required Beginning Date, the date distribution is
                     considered to begin is the date distribution actually
                     commences.

SECTION 6.03--ELECTION PROCEDURES.

       The Participant, Beneficiary, or spouse shall make any election under
this section in writing.  The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made.  Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

       (a)    Retirement Benefits.  A Participant may elect his Beneficiary or
              Contingent Annuitant and may elect to have retirement benefits
              distributed under any of the optional forms of retirement benefit
              described in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION
              REQUIREMENTS SECTION of Article VI.

       (b)    Death Benefits.  A Participant may elect his Beneficiary and may
              elect to have death benefits distributed under any of the
              optional forms of death benefit described in the OPTIONAL FORMS
              OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS SECTION of Article
              VI.

              If the Participant has not elected an optional form of
              distribution for the death benefit payable to his Beneficiary,
              the Beneficiary may, for his own benefit, elect the form of
              distribution, in like manner as a Participant.

              The Participant may waive the Qualified Preretirement Survivor
              Annuity by naming someone other than his spouse as Beneficiary.

              In lieu of the Qualified Preretirement Survivor Annuity described
              in the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article VI, the
              spouse may, for his own benefit, waive the Qualified
              Preretirement Survivor Annuity by electing to have the benefit
              distributed under any of the optional forms of death benefit
              described in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION
              REQUIREMENTS SECTION of Article VI.

       (c)    Qualified Election.  The Participant, Beneficiary or spouse may
              make an election at any time during the election period.  The
              Participant, Beneficiary, or spouse may revoke the election made
              (or make a new election) at any time and any number of times
              during the election period.  An election is effective only if it
              meets the consent requirements below.

              The election period as to retirement benefits is the 90-day
              period ending on the Annuity Starting Date.  An election to waive
              the Qualified Joint and Survivor Form may not be made before the
              date he is provided with the notice of the ability to waive the
              Qualified Joint and Survivor Form.  If the Participant elects the
              series of installments, he may elect on any later date to have
              the balance of his Vested Account paid under any of the optional
              forms of retirement benefit available under the Plan.  His
              election period for this election is the 90-day period ending on
              the Annuity Starting Date for the optional form of retirement
              benefit elected.

              A Participant may make an election as to death benefits at any
              time before he dies.  The spouse's election period begins on the
              date the Participant dies and ends on the date benefits





ARTICLE VI                           56
<PAGE>   57
              begin.  The Beneficiary's election period begins on the date the
              Participant dies and ends on the date benefits begin.  An
              election to waive the Qualified Preretirement Survivor Annuity
              may not be made by the Participant before the date he is provided
              with the notice of the ability to waive the Qualified
              Preretirement Survivor Annuity.  A Participant's election to
              waive the Qualified Preretirement Survivor Annuity which is made
              before the first day of the Plan Year in which he reaches age 35
              shall become invalid on such date.  An election made by a
              Participant after he ceases to be an Employee will not become
              invalid on the first day of the Plan Year in which he reaches age
              35 with respect to death benefits from that part of his Account
              resulting from Contributions made before he ceased to be an
              Employee.

              If the Participant's Vested Account has at any time exceeded
              $3,500, any benefit which is (1) immediately distributable or (2)
              payable in a form other than a Qualified Joint and Survivor Form
              or a Qualified Preretirement Survivor Annuity requires the
              consent of the Participant and the Participant's spouse (or where
              either the Participant or the spouse has died, the survivor).
              The consent of the Participant or spouse to a benefit which is
              immediately distributable must not be made before the date the
              Participant or spouse is provided with the notice of the ability
              to defer the distribution.  Such consent shall be made in
              writing.  The consent shall not be made more than 90 days before
              the Annuity Starting Date.  Spousal consent is not required for a
              benefit which is immediately distributable in a Qualified Joint
              and Survivor Form.  Furthermore, if spousal consent is not
              required because the Participant is electing an optional form of
              retirement benefit that is not a life annuity pursuant to (d)
              below, only the Participant need consent to the distribution of a
              benefit payable in a form that is not a life annuity and which 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 Code Section
              401(a)(9) or Code Section 415.  In addition, upon termination of
              this Plan if the Plan does not offer an annuity option (purchased
              from a commercial provider), the Participant's Account balance
              may, without the Participant's consent, be distributed to the
              Participant or transferred to another defined contribution plan
              (other than an employee stock ownership plan as defined in Code
              Section 4975(e)(7)) within the same Controlled Group.  A benefit
              is immediately distributable if any part of the benefit could be
              distributed to the Participant (or surviving spouse) before the
              Participant attains (or would have attained if not deceased) the
              older of Normal Retirement Age or age 62.  If the Qualified Joint
              and Survivor Form is waived, the spouse has the right to limit
              consent only to a specific Beneficiary or a specific form of
              benefit.  The spouse can relinquish one or both such rights.
              Such consent shall be made in writing.  The consent shall not be
              made more than 90 days before the Annuity Starting Date.  If the
              Qualified Preretirement Survivor Annuity is waived, the spouse
              has the right to limit consent only to a specific Beneficiary.
              Such consent shall be in writing.  The spouse's consent shall be
              witnessed by a plan representative or notary public.  The
              spouse's consent must acknowledge the effect of the election,
              including that the spouse had the right to limit consent only to
              a specific Beneficiary or a specific form of benefit, if
              applicable, and that the relinquishment of one or both such
              rights was voluntary.  Unless the consent of the spouse expressly
              permits designations by the Participant without a requirement of
              further consent by the spouse, the spouse's consent must be
              limited to the form of benefit, if applicable, and the
              Beneficiary (including any Contingent Annuitant), class of
              Beneficiaries, or contingent Beneficiary named in the election.
              Spousal consent is not required, however, if the Participant
              establishes to the satisfaction of the plan representative that
              the consent of the spouse cannot be obtained because there is no
              spouse or the spouse cannot be located.  A spouse's consent under
              this paragraph shall not be valid with respect to any other
              spouse.  A





ARTICLE VI                           57
<PAGE>   58
              Participant may revoke a prior election without the consent of
              the spouse.  Any new election will require a new spousal consent,
              unless the consent of the spouse expressly permits such election
              by the Participant without further consent by the spouse.  A
              spouse's consent may be revoked at any time within the
              Participant's election period.

       (d)    Special Rule for Profit Sharing Plan.  As provided in the
              preceding provisions of the Plan, if a Participant has a spouse
              on the date of his death, the Participant's Vested Account shall
              be paid to such spouse.  However, if there is no such spouse or
              if the surviving spouse has already consented in a manner
              conforming to the qualified election requirements in (c) above,
              the Vested Account shall be payable to the Participant's
              Beneficiary in the event of the Participant's death.

              The Participant may waive the spousal death benefit described
              above at any time provided that no such waiver shall be effective
              unless it satisfies the conditions of (c) above (other than the
              notification requirement referred to therein) that would apply to
              the Participant's waiver of the Qualified Preretirement Survivor
              Annuity.

              Because this is a profit sharing plan which pays death benefits
              as described above, this subsection (d) applies if the following
              condition is met:  with respect to the Participant, this Plan is
              not a direct or indirect transferee after December 31, 1984, of a
              defined benefit plan, money purchase plan (including a target
              plan), stock bonus plan or profit sharing plan which is subject
              to the survivor annuity requirements of Code Section 401(a)(11)
              and Code Section 417.  If the above condition is met, spousal
              consent is not required for electing a benefit payable in a form
              that is not a life annuity.  If the above condition is not met,
              the consent requirements of this article shall be operative.

SECTION 6.04--NOTICE REQUIREMENTS.

       (a)    Optional forms of retirement benefit.  The Plan Administrator
              shall furnish to the Participant and the Participant's spouse a
              written explanation of the optional forms of retirement benefit
              in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION
              REQUIREMENTS SECTION of Article VI, including the material
              features and relative values of these options, in a manner that
              would satisfy the notice requirements of Code Section 417(a)(3)
              and the right of the Participant and the Participant's spouse to
              defer distribution until the benefit is no longer immediately
              distributable.  The Plan Administrator shall furnish the written
              explanation by a method reasonably calculated to reach the
              attention of the Participant and the Participant's spouse no less
              than 30 days and no more than 90 days before the Annuity Starting
              Date.

       (b)    Qualified Joint and Survivor Form.  The Plan Administrator shall
              furnish to the Participant a written explanation of the
              following:  the terms and conditions of the Qualified Joint and
              Survivor Form; the Participant's right to make, and the effect
              of, an election to waive the Qualified Joint and Survivor Form;
              the rights of the Participant's spouse; and the right to revoke
              an election and the effect of such a revocation.  The Plan
              Administrator shall furnish the written explanation by a method
              reasonably calculated to reach the attention of the Participant
              no less than 30 days and no more than 90 days before the Annuity
              Starting Date.





ARTICLE VI                           58
<PAGE>   59
              After the written explanation is given, a Participant or spouse
              may make written request for additional information.  The written
              explanation must be personally delivered or mailed (first class
              mail, postage prepaid) to the Participant or spouse within 30
              days from the date of the written request.  The Plan
              Administrator does not need to comply with more than one such
              request by a Participant or spouse.

              The Plan Administrator's explanation shall be written in
              nontechnical language and will explain the terms and conditions
              of the Qualified Joint and Survivor Form and the financial effect
              upon the Participant's benefit (in terms of dollars per benefit
              payment) of electing not to have benefits distributed in
              accordance with the Qualified Joint and Survivor Form.

       (c)    Qualified Preretirement Survivor Annuity.  As required by the
              Code and Federal regulation, the Plan Administrator shall furnish
              to the Participant a written explanation of the following:  the
              terms and conditions of the Qualified Preretirement Survivor
              Annuity; the Participant's right to make, and the effect of, an
              election to waive the Qualified Preretirement Survivor Annuity;
              the rights of the Participant's spouse; and the right to revoke
              an election and the effect of such a revocation.  The Plan
              Administrator shall furnish the written explanation by a method
              reasonably calculated to reach the attention of the Participant
              within the applicable period.  The applicable period for a
              Participant is whichever of the following periods ends last:

              (1)    the period beginning one year before the date the
                     individual becomes a Participant and ending one year after
                     such date; or

              (2)    the period beginning one year before the date the
                     Participant's spouse is first entitled to a Qualified
                     Preretirement Survivor Annuity and ending one year after
                     such date.

              If such notice is given before the period beginning with the
              first day of the Plan Year in which the Participant attains age
              32 and ending with the close of the Plan Year preceding the Plan
              Year in which the Participant attains age 35, an additional
              notice shall be given within such period.  If a Participant
              ceases to be an Employee before attaining age 35, an additional
              notice shall be given within the period beginning one year before
              the date he ceases to be an Employee and ending one year after
              such date.

              After the written explanation is given, a Participant or spouse
              may make written request for additional information.  The written
              explanation must be personally delivered or mailed (first class
              mail, postage prepaid) to the Participant or spouse within 30
              days from the date of the written request.  The Plan
              Administrator does not need to comply with more than one such
              request by a Participant or spouse.

              The Plan Administrator's explanation shall be written in
              nontechnical language and will explain the terms and conditions
              of the Qualified Preretirement Survivor Annuity and the financial
              effect upon the spouse's benefit (in terms of dollars per benefit
              payment) of electing not to have benefits distributed in
              accordance with the Qualified Preretirement Survivor Annuity.





ARTICLE VI                           59
<PAGE>   60
                                  ARTICLE VII

                              TERMINATION OF PLAN

       The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned.  Complete discontinuance of Contributions
under the Plan constitutes complete termination of Plan.

       The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of Plan.  The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial Plan
termination.  The Participant's Account shall continue to participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund until the Vested Account is distributed.  A distribution under
this article will be a retirement benefit and shall be distributed to the
Participant according to the provisions of Article VI.

       A Participant's Account which does not result from Contributions which
are used to compute the Actual Deferral Percentage, as defined in the EXCESS
AMOUNTS SECTION of Article III, may be distributed to the Participant after the
effective date of the complete or partial Plan termination.  A Participant's
Account resulting from Contributions which are used to compute such percentage
may be distributed upon termination of the Plan without the establishment or
maintenance of another defined contribution plan, other than an employee stock
ownership plan (as defined in Code Section 4975(e) or Code Section 409) or a
simplified employee pension plan (as defined in Code Section 408(k)).  Such a
distribution made after March 31, 1988, must be in a single sum.

       Upon complete termination of Plan, no more Employees shall become
Participants and no more Contributions shall be made.

       The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer.  The payment may not be made if
it would contravene any provision of law.





ARTICLE VII                          60
<PAGE>   61
                                  ARTICLE VIII

                             ADMINISTRATION OF PLAN

SECTION 8.01--ADMINISTRATION.

       Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan.  The Plan Administrator has
all the powers necessary for it to properly carry out its administrative
duties.  Not in limitation, but in amplification of the foregoing, the Plan
Administrator has the power to construe the Plan, including ambiguous
provisions, and to determine all questions that may arise under the Plan,
including all questions relating to the eligibility of Employees to participate
in the Plan and the amount of benefit to which any Participant, Beneficiary,
spouse or Contingent Annuitant may become entitled.  The Plan Administrator's
decisions upon all matters within the scope of its authority shall be final.

       Unless otherwise set out in the Plan or Group Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties.  The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

       The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants.  The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those
benefits under the provisions of the Plan.  The Plan Administrator may
establish rules and procedures to be followed by Claimants in filing claims for
benefits, in furnishing and verifying proofs necessary to determine age, and in
any other matters required to administer the Plan.

       It is the intention that all reasonable expenses that can be paid from
the Trust Fund be paid by the Trustee.

SECTION 8.02--RECORDS.

       All acts and determinations of the Plan Administrator shall be duly
recorded.  All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

       Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03--INFORMATION AVAILABLE.

       Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan,
the Group Contract or any other instrument under which the Plan was established
or is operated.  The Plan Administrator shall maintain all of the items listed
in this





ARTICLE VIII                         61
<PAGE>   62
section in its office, or in such other place or places as it may designate in
order to comply with governmental regulations. These items may be examined
during reasonable business hours.  Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator will
furnish him with a copy of any of these items.  The Plan Administrator may make
a reasonable charge to the requesting person for the copy.

SECTION 8.04--CLAIM AND APPEAL PROCEDURES.

       A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

       If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied.  The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator.  The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered.
The written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

       The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of
the Plan Administrator's notice of denial of benefits and that failure to make
the written appeal within such 60-day period shall render the Plan
Administrator's determination of such denial final, binding and conclusive.

       If the Claimant appeals to the Plan Administrator, the Claimant, or his
authorized representative, may submit in writing whatever issues and comments
the Claimant, or his representative, feels are pertinent.  The Claimant, or his
authorized representative may review pertinent Plan documents.  The Plan
Administrator shall reexamine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances.  The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible.  The Claimant must be notified within the 60-day limit
if an extension is necessary.  The Plan Administrator shall render a decision
on a claim for benefits no later than 120 days after the request for review is
received.

SECTION 8.05--UNCLAIMED VESTED ACCOUNT PROCEDURE.

       At the time the Participant's Vested Account is distributable to the
Participant, spouse or Beneficiary without his consent according to the
provisions of Article VI or Article IX, the Plan Administrator, by certified or
registered mail addressed to his last known address and in accordance with the
notice requirements of Article VI, will notify him of his entitlement to a
benefit.  If the Participant, spouse or Beneficiary fails to claim the Vested
Account or make his whereabouts known in writing within six months from the
date of mailing the notice, the Plan Administrator may treat such unclaimed
Vested Account as a forfeiture and apply it according to the forfeiture
provisions of Article III.  If Article III contains no forfeiture provisions,
such amount will be applied to reduce the earliest Employer Contributions due
after the forfeiture arises.





ARTICLE VIII                         62
<PAGE>   63
       If a Participant's Vested Account is forfeited according to the
provisions of the above paragraph and the Participant, his spouse or his
Beneficiary at any time make a claim for benefits, the forfeited Vested Account
shall be reinstated, unadjusted for any gains or losses occurring after the
date it was forfeited.  The reinstated Vested Account shall then be distributed
to the Participant, spouse or Beneficiary according to the preceding provisions
of the Plan.

SECTION 8.06--DELEGATION OF AUTHORITY.

       All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee.  The duties and responsibilities of the retirement committee shall
be set out in a separate written agreement.

       the Plan Administrator may establish a subcommittee to facilitate the
processing of administrative functions and to relieve the Plan Administrator
from the burden of day-to-day maintenance and administrative duties required by
the Plan.  Such subcommittee's responsibilities will include the following:

       (a)    making recommendations to the Plan Administrator relative to Plan
              amendments;

       (b)    reporting to the Plan Administrator relative to Plan investment
              performance and activity;

       (c)    approving and processing enrollment requests;

       (d)    approving and processing distributions requests;

       (e)    approving and processing all government required forms, to
              include the annual reporting Form 5500; and

       (f)    providing disclosure and other information to Participants.





ARTICLE VIII                         63
<PAGE>   64
                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01--AMENDMENTS.

       The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the specified period of time as may be determined
by Internal Revenue Service regulations) to comply with the requirements of any
law or regulation issued by any governmental agency to which the Employer is
subject.  An amendment may not diminish or adversely affect any accrued
interest or benefit of Participants or their Beneficiaries or eliminate an
optional form of distribution with respect to benefits attributable to service
before the amendment nor allow reversion or diversion of Plan assets to the
Employer at any time, except as may be necessary to comply with the
requirements of any law or regulation issued by any governmental agency to
which the Employer is subject.  No amendment to this Plan shall be effective to
the extent that it has the effect of decreasing a Participant's accrued
benefit.  However, a Participant's Account may be reduced to the extent
permitted under Code Section 412(c)(8).  For purposes of this paragraph, a Plan
amendment which has the effect of decreasing a Participant's Account or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment shall be treated as reducing an accrued
benefit.  Furthermore, if the vesting schedule of the Plan is amended, in the
case of an Employee who is a Participant as of the later of the date such
amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employee's employer-derived
accrued benefit will not be less than his percentage computed under the Plan
without regard to such amendment.

       An amendment shall not decrease a Participant's vested interest in the
Plan.  If an amendment to the Plan, or a deemed amendment in the case of a
change in top-heavy status of the Plan as provided in the MODIFICATION OF
VESTING REQUIREMENTS SECTION of Article X, changes the computation of the
percentage used to determine that portion of a Participant's Account
attributable to Employer Contributions which is nonforfeitable (whether
directly or indirectly), each Participant or former Participant

       (a)    who has completed at least three Years of Service on the date the
              election period described below ends (five Years of Service if
              the Participant does not have at least one Hour-of-Service in a
              Plan Year beginning after December 31, 1988) and

       (b)    whose nonforfeitable percentage will be determined on any date
              after the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment.  This election may not be revoked.  An election does not need
to be provided for any Participant or former Participant whose nonforfeitable
percentage, determined according to the Plan provisions as changed, cannot at
any time be less than the percentage determined without regard to such change.
The election period shall begin no later than the date the Plan amendment is
adopted, or deemed adopted in the case of a change in the top-heavy status of
the Plan, and end no earlier than the sixtieth day after the latest of the date
the amendment is adopted (deemed adopted) or becomes effective, or the date the
Participant is issued written notice of the amendment (deemed amendment) by the
Employer or the Plan Administrator.





ARTICLE IX                           64
<PAGE>   65
SECTION 9.02--DIRECT ROLLOVERS.

       This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this section, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan, specified by the Distributee, in a Direct Rollover.

SECTION 9.03--MERGERS AND DIRECT TRANSFERS.

       The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if this Plan had then
terminated).  The Employer may enter into merger agreements or direct transfer
of assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement.  The Employer shall not consent to, or be a party
to a merger, consolidation or transfer of assets with a defined benefit plan if
such action would result in a defined benefit feature being maintained under
this Plan.

       The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee.  If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets.  Employer Contributions shall not be made for or allocated
to the Eligible Employee, until the time he meets all of the requirements to
become an Active Participant.

       The Plan shall hold, administer and distribute the transferred assets as
a part of the Plan.  The Plan shall maintain a separate account for the benefit
of the Employee on whose behalf the Plan accepted the transfer in order to
reflect the value of the transferred assets.  Unless a transfer of assets to
the Plan is an elective transfer, the Plan shall apply the optional forms of
benefit protections described in the AMENDMENTS SECTION of Article IX to all
transferred assets.  A transfer is elective if:  (1) the transfer is voluntary,
under a fully informed election by the Participant; (2) the Participant has an
alternative that retains his Code Section 411(d)(6) protected benefits
(including an option to leave his benefit in the transferor plan, if that plan
is not terminating); (3) if the transferor plan is subject to Code Sections
401(a)(11) and 417, the transfer satisfies the applicable spousal consent
requirements of the Code; (4) the notice requirements under Code Section 417,
requiring a written explanation with respect to an election not to receive
benefits in the form of a qualified joint and survivor annuity, are met with
respect to the Participant and spousal transfer election; (5) the Participant
has a right to immediate distribution from the transferor plan under provisions
in the plan not inconsistent with Code Section 401(a); (6) the transferred
benefit is equal to the Participant's entire nonforfeitable accrued benefit
under the transferor plan, calculated to be at least the greater of the single
sum distribution provided by the transferor plan (if any) or the present value
of the Participant's accrued benefit under the transferor plan payable at the
plan's normal retirement age and calculated using an interest rate subject to
the restrictions of Code Section 417(e) and subject to the overall limitations
of Code Section 415; (7) the Participant has a 100% nonforfeitable interest in
the transferred benefit; and (8) the transfer otherwise satisfies applicable
Treasury regulations.





ARTICLE IX                           65
<PAGE>   66
SECTION 9.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

       The obligations of an Insurer shall be governed solely by the provisions
of the Group Contract.  The Insurer shall not be required to perform any act
not provided in or contrary to the provisions of the Group Contract.  See the
CONSTRUCTION SECTION of this article.

       Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee.

       Such Insurer, issuer or distributor is not a party to the Plan, nor
bound in any way by the Plan provisions.  Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

       Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected
in assuming that the Plan has not been amended or terminated and in dealing
with any party acting as Trustee according to the latest information which they
have received at their home office or principal address.

SECTION 9.05--EMPLOYMENT STATUS.

       Nothing contained in this Plan gives an Employee the right to be
retained in the Employer's employ or to interfere with the Employer's right to
discharge any Employee.

SECTION 9.06--RIGHTS TO PLAN ASSETS.

       No Employee shall have any right to or interest in any assets of the
Plan upon termination of his employment or otherwise except as specifically
provided under this Plan, and then only to the extent of the benefits payable
to such Employee in accordance with Plan provisions.

       Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Trustee, the Insurer, and the Employer arising under or by virtue of the Plan.

SECTION 9.07--BENEFICIARY.

       Each Participant may name a Beneficiary to receive any death benefit
(other than any income payable to a Contingent Annuitant) that may arise out of
his participation in the Plan.  The Participant may change his Beneficiary from
time to time.  Unless a qualified election has been made, for purposes of
distributing any death benefits before Retirement Date, the Beneficiary of a
Participant who has a spouse who is entitled to a Qualified Preretirement
Survivor Annuity shall be the Participant's spouse.  The Participant's
Beneficiary designation and any change of Beneficiary shall be subject to the
provisions of the ELECTION PROCEDURES





ARTICLE IX                           66
<PAGE>   67
SECTION of Article VI.  It is the responsibility of the Participant to give
written notice to the Insurer of the name of the Beneficiary on a form
furnished for that purpose.

       With the Employer's consent, the Plan Administrator may maintain records
of Beneficiary designations for Participants before their Retirement Dates.  In
that event, the written designations made by Participants shall be filed with
the Plan Administrator.  If a Participant dies before his Retirement Date, the
Plan Administrator shall certify to the Insurer the Beneficiary designation on
its records for the Participant.

       If the Participant is not married at the date of death, and if no valid
Beneficiary has been designated, then the Participant's children, if any, shall
be deemed equal Beneficiaries under the Plan.  If the Participant has no
children who survive him, then the Participant's heirs at law shall be deemed
Beneficiaries under the Plan.

SECTION 9.08--NONALIENATION OF BENEFITS.

       Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, spouse or Contingent Annuitant.  A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V.  The preceding sentences shall also apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant according to a domestic relations order, unless such
order is determined by the Plan Administrator to be a qualified domestic
relations order, as defined in Code Section 414(p), or any domestic relations
order entered before January 1, 1985.

SECTION 9.09--CONSTRUCTION.

       The validity of the Plan or any of its provisions is determined under
and construed according to Federal law and, to the extent permissible,
according to the laws of the state in which the Employer has its principal
office.  In case any provision of this Plan is held illegal or invalid for any
reason, such determination shall not affect the remaining provisions of this
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included.

       In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy issued hereunder, the provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.10--LEGAL ACTIONS.

       The Plan, the Plan Administrator, the Trustee and the Named Fiduciary
are the necessary parties to any action or proceeding involving the assets held
with respect to the Plan or administration of the Plan or Trust.  No person
employed by the Employer, no Participant, former Participant or their
Beneficiaries or any other person having or claiming to have an interest in the
Plan is entitled to any notice of process.  A final judgment entered in any
such action or proceeding shall be binding and conclusive on all persons having
or claiming to have an interest in the Plan.

SECTION 9.11--SMALL AMOUNTS.





ARTICLE IX                           67
<PAGE>   68
       If the Vested Account of a Participant has never exceeded $3,500, the
entire Vested Account shall be payable in a single sum as of the earliest of
his Retirement Date, the date he dies, or the date he ceases to be an Employee
for any other reason.  This is a small amounts payment.  If a small amount is
payable as of the date the Participant dies, the small amounts payment shall be
made to the Participant's Beneficiary (spouse if the death benefit is payable
to the spouse).  If a small amount is payable while the Participant is living,
the small amounts payment shall be made to the Participant.  The small amounts
payment is in full settlement of all benefits otherwise payable.  The service
credited to a Participant who is reemployed by the Employer is not diminished
as a result of receiving a small amounts payment.

       No other small amounts payments shall be made.

SECTION 9.12--WORD USAGE.

       The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words as used in this Plan may include the
plural, unless the context indicates otherwise.

SECTION 9.13--TRANSFERS BETWEEN PLANS.

       If an Employee previously participated in another plan of the Employer
which credited service under the elapsed time method for any purpose which
under this Plan is determined using the hours method, then the Employee's
service shall be equal to the sum of (a), (b) and (c) below:

       (a)    The number of whole years of service credited to him under the
              other plan as of the date he became an Eligible Employee under
              this Plan.

       (b)    One year or a part of a year of service for the applicable
              service period in which he became an Eligible Employee if he is
              credited with the required number of Hours-of-Service.  If the
              Employer does not have sufficient records to determine the
              Employee's actual Hours-of-Service in that part of the service
              period before the date he became an Eligible Employee, the
              Hours-of-Service shall be determined using an equivalency.  For
              any month in which he would be required to be credited with one
              Hour-of-Service, the Employee shall be deemed for purposes of
              this section to be credited with 190 Hours-of-Service.

       (c)    The Employee's service determined under this Plan using the hours
              method after the end of the applicable service period in which he
              became an Eligible Employee.

       If an Employee previously participated in another plan of the Employer
which credited service under the hours method for any purpose which under this
Plan is determined using the elapsed time method, then the Employee's service
shall be equal to the sum of (d), (e) and (f) below:

       (d)    The number of whole years of service credited to him under the
              other plan as of the beginning of the applicable service period
              under that plan in which he became an Eligible Employee under
              this Plan.

       (e)    The greater of (1) the service that would be credited to him for
              that entire service period using the elapsed time method or (2)
              the service credited to him under the other plan as of the date
              he became an Eligible Employee under this Plan.





ARTICLE IX                           68
<PAGE>   69
       (f)    The Employee's service determined under this Plan using the
              elapsed time method after the end of the applicable service
              period under the other plan in which he became an Eligible
              Employee.

       Any modification of service contained in this Plan shall be applicable
to the service determined pursuant to this section.

       If the Employee previously participated in the plan of a Controlled
Group member which credited service under a different method than is used in
this Plan, for purposes of determining eligibility and vesting the provisions
above shall apply as though the plan of the Controlled Group member were a plan
of the Employer.





ARTICLE IX                           69
<PAGE>   70
                                   ARTICLE X

                          TOP-HEAVY PLAN REQUIREMENTS

SECTION 10.01--APPLICATION.

       The provisions of this article shall supersede all other provisions in
the Plan to the contrary.

       For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer as used in this article shall be deemed to include all
members of the Controlled Group unless the term as used clearly indicates only
the Employer is meant.

       The accrued benefit or account of a participant which results from
deductible voluntary contributions shall not be included for any purpose under
this article.

       The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of Article X
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or
more employers, including the Employer, if there is evidence that retirement
benefits were the subject of good faith bargaining between such
representatives.  For this purpose, the term "employee representatives" does
not include any organization more than half of whose members are employees who
are owners, officers, or executives.

SECTION 10.02--DEFINITIONS.

       The following terms are defined for purposes of this article.

       Aggregation Group means

       (a)    each of the Employer's retirement plans in which a Key Employee
              is a participant during the Year containing the Determination
              Date or one of the four preceding Years,

       (b)    each of the Employer's other retirement plans which allows the
              plan(s) described in (a) above to meet the nondiscrimination
              requirement of Code Section 401(a)(4) or the minimum coverage
              requirement of Code Section 410, and

       (c)    any of the Employer's other retirement plans not included in (a)
              or (b) above which the Employer desires to include as part of the
              Aggregation Group.  Such a retirement plan shall be included only
              if the Aggregation Group would continue to satisfy the
              requirements of Code Section 401(a)(4) and Code Section 410.

       The plans in (a) and (b) above constitute the "required" Aggregation
       Group.  The plans in (a), (b) and (c) above constitute the "permissive"
       Aggregation Group.





ARTICLE X                            70
<PAGE>   71
       Compensation means, as to an Employee for any period, compensation as
       defined in the CONTRIBUTION LIMITATION SECTION of Article III.  For
       purposes of determining who is a Key Employee, Compensation shall
       include, in addition to compensation as defined in the CONTRIBUTION
       LIMITATION SECTION of Article III, elective contributions.  Elective
       contributions are amounts excludable from the Employee's gross income
       under Code Sections 125, 402(e)(3), 402(h) or 403(b), and contributed by
       the Employer, at the Employee's election, to a Code Section 401(k)
       arrangement, a simplified employee pension, cafeteria plan or
       tax-sheltered annuity.

       For purposes of Compensation as defined in this section, Compensation
       shall be limited to the maximum dollar amount, as adjusted, in the same
       manner and in the same time as the Compensation defined in the
       DEFINITIONS SECTION of Article I.

       Determination Date means as to this Plan for any Year, the last day of
       the preceding Year.  However, if there is no preceding Year, the
       Determination Date is the last day of such Year.

       Key Employee means any Employee or former Employee (including
       Beneficiaries of deceased Employees) who at any time during the
       determination period was

       (a)    one of the Employer's officers (subject to the maximum below)
              whose Compensation (as defined in this section) for the Year
              exceeds 50 percent of the dollar limitation under Code Section
              415(b)(1)(A),

       (b)    one of the ten Employees who owns (or is considered to own, under
              Code Section 318) more than a half percent ownership interest and
              one of the largest interests in the Employer during any Year of
              the determination period if such person's Compensation (as
              defined in this section) for the Year exceeds the dollar
              limitation under Code Section 415(c)(1)(A),

       (c)    a five-percent owner of the Employer, or

       (d)    a one-percent owner of the Employer whose Compensation (as
              defined in this section) for the Year is more than $150,000.

       Each member of the Controlled Group shall be treated as a separate
       employer for purposes of determining ownership in the Employer.

       The determination period is the Year containing the Determination Date
       and the four preceding Years.  If the Employer has fewer than 30
       Employees, no more than three Employees shall be treated as Key
       Employees because they are officers.  If the Employer has between 30 and
       500 Employees, no more than ten percent of the Employer's Employees (if
       not an integer, increased to the next integer) shall be treated as Key
       Employees because they are officers.  In no event will more than 50
       Employees be treated as Key Employees because they are officers if the
       Employer has 500 or more Employees.  The number of Employees for any
       Plan Year is the greatest number of Employees during the determination
       period.  Officers who are employees described in Code Section 414(q)(8)
       shall be excluded.  If the Employer has more than the maximum number of
       officers to be treated as Key Employees, the officers shall be ranked by
       amount of annual Compensation (as defined in this section), and those
       with the greater amount of annual Compensation during the determination
       period shall be treated as Key Employees.  To determine the ten
       Employees owning the largest interests in the Employer, if more than one
       Employee has the same ownership interest, the Employee(s) having the
       greater annual





ARTICLE X                            71
<PAGE>   72
       Compensation shall be treated as owning the larger interest(s).  The
       determination of who is a Key Employee shall be made according to Code
       Section 416(i)(1) and the regulations thereunder.

       Non-key Employee means a person who is a non-key employee within the
       meaning of Code Section 416 and regulations thereunder.

       Present Value means the present value of a participant's accrued benefit
       under a defined benefit plan as of his normal retirement age (attained
       age if later) or, if the plan provides non-proportional subsidies, the
       age at which the benefit is most valuable.  The accrued benefit of any
       Employee (other than a Key Employee) shall be determined under the
       method which is used for accrual purposes for all plans of the Employer
       or if there is no one method which is used for accrual purposes for all
       plans of the Employer, as if such benefit accrued not more rapidly than
       the slowest accrual rate permitted under Code Section 411(b)(1)(C).  For
       purposes of establishing Present Value, any benefit shall be discounted
       only for 7.5% interest and mortality according to the 1971 Group Annuity
       Table (Male) without the 7% margin but with projection by Scale E from
       1971 to the later of (a) 1974, or (b) the year determined by adding the
       age to 1920, and wherein for females the male age six years younger is
       used.  If the Present Value of accrued benefits is determined for a
       participant under more than one defined benefit plan included in the
       Aggregation Group, all such plans shall use the same actuarial
       assumptions to determine the Present Value.

       Top-heavy Plan means a plan which is a top-heavy plan for any plan year
       beginning after December 31, 1983.  This Plan shall be a Top-heavy Plan
       if

       (a)    the Top-heavy Ratio for this Plan alone exceeds 60 percent and
              this Plan is not part of any required Aggregation Group or
              permissive Aggregation Group.

       (b)    this Plan is a part of a required Aggregation Group, but not part
              of a permissive Aggregation Group, and the Top-heavy Ratio for
              the required Aggregation Group exceeds 60 percent.

       (c)    this Plan is a part of a required Aggregation Group and part of a
              permissive Aggregation Group and the Top-heavy Ratio for the
              permissive Aggregation Group exceeds 60 percent.

       Top-heavy Ratio means the ratio calculated below for this Plan or for
       the Aggregation Group.

       (a)    If the Employer maintains one or more defined contribution plans
              (including any simplified employee pension plan) and the Employer
              has not maintained any defined benefit plan which during the
              five-year period ending on the determination date has or has had
              accrued benefits, the Top-heavy Ratio for this Plan alone or for
              the required or permissive Aggregation Group as appropriate is a
              fraction, the numerator of which is the sum of the account
              balances of all Key Employees as of the determination date and
              the denominator of which is the sum of all account balances of
              all employees as of the determination date.  Both the numerator
              and denominator of the Top-heavy Ratio are adjusted for any
              distribution of an account balance (including those made from
              terminated plan(s) of the Employer which would have been part of
              the required Aggregation Group had such plan(s) not been
              terminated) made in the five-year period ending on the
              determination date.  Both the numerator and denominator of the
              Top-heavy Ratio are increased to reflect any contribution not
              actually made as of the Determination Date, but which is required
              to be taken into account on that date under Code Section 416 and
              the regulations thereunder.





ARTICLE X                            72
<PAGE>   73
       (b)    If the Employer maintains one or more defined contribution plans
              (including any simplified employee pension plan) and the Employer
              maintains or has maintained one or more defined benefit plans
              which during the five-year period ending on the determination
              date has or has had accrued benefits, the Top-heavy Ratio for any
              required or permissive Aggregation Group as appropriate is a
              fraction, the numerator of which is the sum of the account
              balances under the defined contribution plan(s) of all Key
              Employees and the Present Value of accrued benefits under the
              defined benefit plan(s) for all Key Employees, and the
              denominator of which is the sum of the account balances under the
              defined contribution plan(s) for all employees and the Present
              Value of accrued benefits under the defined benefit plans for all
              employees.  Both the numerator and denominator of the Top-heavy
              Ratio are adjusted for any distribution of an account balance or
              an accrued benefit (including those made from terminated plan(s)
              of the Employer which would have been part of the required
              Aggregation Group had such plan(s) not been terminated) made in
              the five-year period ending on the determination date.

       (c)    For purposes of (a) and (b) above, the value of account balances
              and the Present Value of accrued benefits will be determined as
              of the most recent valuation date that falls within or ends with
              the 12-month period ending on the determination date, except as
              provided in Code Section 416 and the regulations thereunder for
              the first and second plan years of a defined benefit plan.  The
              account balances and accrued benefits of an employee who is not a
              Key Employee but who was a Key Employee in a prior year will be
              disregarded.  The calculation of the Top-heavy Ratio and the
              extent to which distributions, rollovers and transfers during the
              five-year period ending on the determination date are to be taken
              into account, shall be determined according to the provisions of
              Code Section 416 and regulations thereunder.  The account
              balances and accrued benefits of an individual who has performed
              no service for the Employer during the five-year period ending on
              the determination date shall be excluded from the Top-heavy Ratio
              until the time the individual again performs service for the
              Employer.  Deductible employee contributions will not be taken
              into account for purposes of computing the Top-heavy Ratio.  When
              aggregating plans, the value of account balances and accrued
              benefits will be calculated with reference to the determination
              dates that fall within the same calendar year.

       Account, as used in this definition, means the value of an employee's
       account under one of the Employer's retirement plans on the latest
       valuation date.  In the case of a money purchase plan or target benefit
       plan, such value shall be adjusted to include any contributions made for
       or by the employee after the valuation date and on or before such
       determination date or due to be made as of such determination date but
       not yet forwarded to the insurer or trustee.  In the case of a profit
       sharing plan, such value shall be adjusted to include any contributions
       made for or by the employee after the valuation date and on or before
       such determination date.  During the first Year of any profit sharing
       plan such adjustment in value shall include contributions made after
       such determination date that are allocated as of a date in such Year.
       The nondeductible employee contributions which an employee makes under a
       defined benefit plan of the Employer shall be treated as if they were
       contributions under a separate defined contribution plan.

       Valuation Date means, as to this Plan, the last day of the last calendar
       month ending in a Year.

       Year means the Plan Year unless another year is specified by the
       Employer in a separate written resolution in accordance with regulations
       issued by the Secretary of the Treasury or his delegate.





ARTICLE X                            73
<PAGE>   74
SECTION 10.03--MODIFICATION OF VESTING REQUIREMENTS.

       If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined
under a schedule permitted in Code Section 416, the following shall apply.
During any Year in which the Plan is a Top-heavy Plan, the Participant's
Vesting Percentage shall be the greater of the Vesting Percentage determined
under Article I or the schedule below.

<TABLE>
<CAPTION>
                           VESTING SERVICE                       NONFORFEITABLE
                            (whole years)                          PERCENTAGE.
                             <S>                                       <C>
                             Less than 3                                 0
                              3 or more                                100
</TABLE>

       The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan.  The
Vesting Percentage determined above applies to all of the Participant's Account
resulting from Employer Contributions, including Contributions the Employer
makes before the TEFRA Compliance Date or when the Plan is not a Top-heavy
Plan.

       If, in a later Year, this Plan is not a Top-heavy Plan, a Participant's
Vesting Percentage shall be determined under Article I.  A Participant's
Vesting Percentage determined under either Article I or the schedule above
shall never be reduced and the election procedures of the AMENDMENTS SECTION of
Article IX shall apply when changing to or from the schedule as though the
automatic change were the result of an amendment.

       The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
Article X shall not be forfeited because of a period of reemployment after
benefit payments have begun.

SECTION 10.04--MODIFICATION OF CONTRIBUTIONS.

       During any Year in which this Plan is a Top-heavy Plan, the Employer
shall make a minimum contribution or allocation on the last day of the Year for
each person who is a Non-key Employee on that day and who either was or could
have been an Active Participant during the Year.  A Non-key Employee is not
required to have a minimum number of hours-of-service or minimum amount of
Compensation, or to have had any Elective Deferral Contributions made for him
in order to be entitled to this minimum.  The minimum contribution or
allocation for such person shall be equal to the lesser of (a) or (b) below:

       (a)    Three percent of such person's Compensation (as defined in this
              article).

       (b)    The "highest percentage" of Compensation (as defined in this
              article) for such Year at which the Employer's contributions are
              made for or allocated to any Key Employee.  The highest
              percentage shall be determined by dividing the Employer
              Contributions made for or allocated to each Key Employee during
              such Year by the amount of his Compensation (as defined in this
              article), which is not more than the maximum set out above, and
              selecting the greatest quotient (expressed as a percentage).  To
              determine the highest percentage, all of the Employer's defined
              contribution plans within the Aggregation Group shall be treated
              as one plan.  The provisions of this paragraph shall not apply if
              this Plan and a defined benefit plan of the Employer are required





ARTICLE X                            74
<PAGE>   75
              to be included in the Aggregation Group and this Plan enables the
              defined benefit plan to meet the requirements of Code Section
              401(a)(4) or Code Section 410.

              Any required Contribution shall be satisfied first by any
              Employer Contribution and Forfeiture in the United Companies
              Financial Corporation Employee Stock Ownership Plan.

       If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution or reallocation shall be required.  If the Employer's
contributions and allocations are less than the minimum above and Employer
Contributions under this Plan are allocated to Participants, any Employer
Contributions (other than those which are allocated on the basis of the amount
made for such person) shall be reallocated to provide the minimum.  The
remaining Contributions shall be allocated as provided in the preceding
articles of this Plan taking into account any amount which was reallocated to
provide the minimum.  If the Employer's total contributions and allocations are
less than the minimum above after any reallocation provided above, the Employer
shall contribute the difference for the Year.

       The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggregate which are Top-heavy Plans.  If an
additional contribution or allocation is required to meet the minimum above, it
shall be provided in this Plan.

       A minimum allocation under a profit sharing plan shall be made without
regard to whether or not the Employer has profits.

       If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Year, the minimum benefits for him
shall not be duplicated.  The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis of the lesser of (c)
two percent of his average pay multiplied by his years of service or (d) twenty
percent of his average pay.  Average pay and years of service shall have the
meaning set forth in such defined benefit plan for this purpose.

       For purposes of this section, any employer contribution made according
to a salary reduction or similar arrangement shall not apply before the first
Yearly Date in 1985.  On and after the first Yearly Date in 1989, any such
employer contributions and employer contributions which are matching
contributions, as defined in Code Section 401(m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.  Forfeitures credited
to a Participant's Account are treated as employer contributions.

       The requirements of this section shall be met without regard to
contributions under Chapter 2 of the Code (relating to tax on self-employment),
Chapter 21 of the Code (relating to Federal Insurance Contributions Act), Title
II of the Social Security Act or any other Federal or state law.





ARTICLE X                            75
<PAGE>   76
SECTION 10.05--MODIFICATION OF CONTRIBUTION LIMITATION.

       If the provisions of subsection (e) of the CONTRIBUTION LIMITATION
SECTION of Article III are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the benefit limitations shall be modified.  The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be
modified by substituting "1.0" in lieu of "1.25."  The optional denominator for
determining the Defined Contribution Plan Fraction shall be modified by
substituting "$41,500" in lieu of "$51,875."  In addition, an adjustment shall
be made to the numerator of the Defined Contribution Plan Fraction.  The
adjustment is a reduction of that numerator similar to the modification of the
Defined Contribution Plan Fraction described in the CONTRIBUTION LIMITATION
SECTION of Article III, and shall be made with respect to the last Plan Year
beginning before January 1, 1984.

       The modifications in the paragraph above shall not apply with respect to
a Participant so long as employer contributions, forfeitures or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.





ARTICLE X                            76
<PAGE>   77
       By executing this Plan, the Primary Employer acknowledges having
counseled to the extent necessary with selected legal and tax advisors
regarding the Plan's legal and tax implications.


       Executed this __________ day of_______________________________________,
19______.


                                        UNITED COMPANIES FINANCIAL CORPORATION


                                        By:
                                           ------------------------------------

                                           ------------------------------------
                                                         Title





PLAN EXECUTION                       77
<PAGE>   78
                FOURTH AMENDMENT TO THE 1994 RESTATEMENT OF THE

                     UNITED COMPANIES FINANCIAL CORPORATION

                            EMPLOYEES' SAVINGS PLAN     

                      ___________________________________

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE


       BE IT KNOWN, that on the 30th day of December, 1996, at the place
hereinafter written, in the presence of the witnesses hereinafter named and
undersigned, personally came and appeared:

       UNITED COMPANIES FINANCIAL CORPORATION, a corporation organized under
       the laws of the State of Louisiana, with its principal place of business
       at 4041 Essen Lane, Baton Rouge, Louisiana 70809, represented herein by
       Dale E. Redman, its authorized officer, duly authorized to act by virtue
       of a corporate resolution attached hereto and made a part hereof
       (hereinafter referred to as "Employer" or "Company")

                              W I T N E S S E T H:

       WHEREAS, the Employer did establish the United Companies Financial
Corporation Employees' Savings,Plan and Trust ("Plan & Trust" or "Employees'
Savings Plan and Trust")  on November 13, 1987,  effective July 1, 1987;
amended and restated effective January 1, 1989; amended and restated in
separate Plan document and Trust document, effective January 1, 1994, and
wishes to further amend said Plan; and

       WHEREAS, the Employer desires to amend the Plan effective September 1,
1996, in order to permit the Trustee to acquire Employer Securities for the
benefit of the Investment Fund, if the Fair Market Value does not exceed 100%
of the Investment Fund, subsequent to such acquisition;

       NOW THEREFORE, the Employer does hereby amend the Plan, effective
September 1, 1996, except as otherwise provided herein, as follows:

       Article IV of the Plan is hereby amended, effective September 1, 1996,
by substituting the following paragraph in lieu of the second paragraph of
Section 4.02 thereof:

              Notwithstanding any other provision of this Plan, the Trustee may
       not acquire or hold any Employer Security which is not a "qualifying
       employer security" (within the meaning of section 407(d)(5) of ERISA)
       provided, however, that the Investment Fund may not acquire any Employer
       Security if immediately after such acquisition, the Fair Market Value of
       Employer Securities held by the Investment Fund exceeds 100% of the
       Fund.

       The amendments made hereunder are intended to qualify the Plan for the
period beginning September 1, 1996, except as otherwise provided herein, as a
qualified Profit Sharing Plan and Trust under the Internal Revenue Code and
ERISA.  Therefore, any provisions which cause the Plan not-to be in compliance
with either statute, or with regulations promulgated thereunder, shall be
separable from the remaining amendments and shall not cause them to be rendered
invalid, so that all the amendments will have as much force and effect as
allowed
<PAGE>   79
by law. In the case of any ambiguity, the language shall be interpreted to
effectuate the stated purposes of those amendments and in such a way as to
cause the Plan to continue to be a qualified plan under the statutes.

       IN WITNESS WHEREOF, the Employer has caused this Amendment to be signed
by its duly authorized officer, before the undersigned competent witnesses on
the date indicated above, at Baton Rouge, Louisiana


WITNESSES:                              UNITED COMPANIES FINANCIAL CORPORATION, 
                                        EMPLOYER:


                                        By:  
------------------------------------       ------------------------------------
                                                   Authorized Officer
 
------------------------------------
<PAGE>   80
                 THIRD AMENDMENT TO THE 1994 RESTATEMENT OF THE

                     UNITED COMPANIES FINANCIAL CORPORATION

                            EMPLOYEES' SAVINGS PLAN

                      ___________________________________

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE


       BE IT KNOWN, that on the 3Oth day of December, 1996, at the place
hereinafter written, in the presence of the witnesses hereinafter named and
undersigned, personally came and appeared:

       UNITED COMPANIES FINANCIAL CORPORATION, a corporation organized under
       the laws of the State of Louisiana, with its principal place of business
       at 4041 Essen Lane, Baton Rouge, Louisiana 70809, represented herein by
       Dale E. Redman, its authorized officer, duly authorized to act by virtue
       of a corporate resolution attached hereto and made a part hereof
       (hereinafter referred to as "Employer" or "Company")


                              W I T N E S S E T H:

       WHEREAS, the Employer did establish the United Companies Financial
Corporation Employees' Savings Plan and Trust ("Plan & Trust" or "Employees'
Savings Plan and Trust") on November 13, 1987, effective July 1, 1987; amended
and restated effective January 1, 1989; amended and restated in separate Plan
document and Trust document, effective January 1, 1994, and wishes to further
amend said Plan; and

       WHEREAS, the Employer desires to amend the Plan effective September 1,
1996, in order to permit Participants to elect to make Elective Deferrals up to
the highest percentage limit for the entire Plan Year during which they are
eligible; and

       WHEREAS, the Employer desires to restrict Insiders with respect to
investment in Employer Securities;

       NOW THEREFORE, the Employer does hereby amend the Plan, effective
September 1, 1996, except as otherwise provided herein, as follows:

       Article II of the Plan is hereby amended, effective November 1, 1996, by
adding the following definition at the end thereof:

              "INSIDER" shall mean an individual who is a Participant in the
       Plan and who is either President, Chief Executive Officer,  Executive
       Vice President or Controller of United Companies Financial Corporation.
       Such status as an Insider shall be determined by the position  of  the
       individual  as  of  the  date  of  any transaction referred to herein.
       Status as an Insider or not under this definition shall not be
       determinative for any other purpose besides the Internal Revenue Code
       and the Employee Retirement Income Security Act of 1974, as amended.
       Status as an Insider under this definition shall not be determinative
       for purposes of securities laws.

       Article III of the Plan is hereby amended by substituting the following
for the first sentence of subsection (a) of section 3.01 thereof:
<PAGE>   81
              (a)    The  amount  of  each  Elective  Deferral Contribution for
                     a Participant shall be equal to that percentage of his
                     Compensation which he has elected in his elective deferral
                     agreement.  The percentage of Compensation chosen as an
                     Elective Deferral may not exceed ten (10%) percent of the
                     total Compensation for the Plan Year; however,  the
                     Participant may elect a percentage of each payment which
                     is greater than ten (10%) percent in order to make up for
                     a lesser election during an earlier election period in the
                     Plan Year.  A one-time election may be made on the
                     Effective Date of this Amendment.

       Article IV of the Plan is hereby amended, effective November 1, 1996, by
adding the following language at the end of section 4.03 thereof:

              Effective November 1, 1996, the following limitations shall apply
       to Insiders who are Participants in the Plan.   An Insider may not elect
       a change of investment of his or her Elective Deferral Account under the
       following circumstances: (a) if the Participant has made an election to
       invest all or a portion of his Elective  Deferral Account in Employer
       Securities, including a quarterly election of salary reduction amounts,
       within the preceding six (6) months, then he or she may not elect to
       sell or transfer any such Employer Securities from his Elective Deferral
       Account; (b) if the Participant has made an election to sell or transfer
       all or any portion of the Employer Securities held in his Elective
       Deferral Account within the preceding six (6) months, then the
       Participant may not elect to have any portion of his or her Elective
       Deferral Account invested in Employer Securities, including a quarterly
       election of salary reduction amounts.  A distribution from the Plan to a
       Participant shall not be considered a sale or transfer or investment for
       the foregoing purposes unless the Plan causes a sale, transfer or new
       investment prior to the physical distribution to the Participant.   An
       election by the Participant to change the amount of his Elective
       Deferral shall not be considered an election to sell, transfer or invest
       Employer Securities so long as any prior investment election continues
       to apply to the changed amount.  An election to make a Participant loan,
       which choice required the sale or transfer of Employer Securities from
       the Participant's  account, shall be considered an election to sell or
       transfer Employer Securities for purposes of the foregoing.

       The amendments made hereunder are intended to qualify the Plan for the
period beginning September 1, 1996, except as otherwise provided herein, as a
qualified Profit Sharing Plan and Trust under the Internal Revenue Code and
ERISA.  Therefore, any provisions which cause the Plan not to be in compliance
with either statute, or with regulations promulgated thereunder, shall be
separable from the remaining amendments and shall not cause them to be rendered
invalid, so that all the amendments will have as much force and effect as
allowed by law.   In the case of any ambiguity, the language shall be
interpreted to effectuate the stated purposes of those amendments and in such a
way as to cause the Plan to continue to be a qualified plan under the statutes.
<PAGE>   82
           IN WITNESS WHEREOF, the Employer has caused this Amendment to be
       signed by its duly authorized officer, before the undersigned competent
       witnesses on the date indicated above, at Baton Rouge, Louisiana.

WITNESSES:                              UNITED COMPANIES FINANCIAL CORPORATION, 
                                        EMPLOYER:



                                        By:
------------------------------------       ------------------------------------
                                                     Authorized Officer

------------------------------------
<PAGE>   83
                SECOND AMENDMENT TO THE 1994 RESTATEMENT OF THE

                     UNITED COMPANIES FINANCIAL CORPORATION

                            EMPLOYEES' SAVINGS PLAN
                       _________________________________

STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE

       BE IT KNOWN, that on the 24th day of July, 1996, at the place
hereinafter written, in the presence of the witnesses hereinafter named and
undersigned, personally came and appeared:

       UNITED COMPANIES FINANCIAL CORPORATION, a corporation organized under
       the laws of the State of Louisiana, with its principal place of business
       at 4041 Essen Lane, Baton Rouge, Louisiana 70809, represented herein by
       J.  Terrell Brown, its authorized officer, duly  authorized to act by
       virtue of a  corporate resolution attached hereto and made a part hereof
       (hereinafter referred to as "Employer" or "Company")

                                      and


       UNITED COMPANIES LIFE INSURANCE COMPANY, a corporation organized under
       the laws of the State of Louisiana, with its principal place of business
       at 4041 Essen Lane, Baton Rouge,   Louisiana 70809, represented herein
       by J.  Terrell Brown, its authorized officer, duly authorized to act by
       virtue of a  corporate resolution  attached hereto and made a part
       hereof (hereinafter referred to as "Resigning Employer")

                              W I T N E S S E T H:

       WHEREAS, the Employer did establish the United Companies Financial
Corporation Employees' Savings Plan and Trust ("Plan & Trust" or Employees'
Savings Plan and Trust") on November 13, 1987, effective July 1, 1987; amended
and restated effective January 1, 1989; amended and restated in separate Plan
document and Trust document December 30, 1994, and wishes to further amend said
Plan and

       WHEREAS, the Resigning Employer is being sold by the Company and will no
longer be a member of  a  controlled group of corporations with the Company;
and

       WHEREAS, the Company and the Resigning Employer want to cease the
Resigning Employer's maintenance of the Plan and to specify the terms and
conditions under which the Resigning Employer ceases to maintain the Plan;

       NOW THEREFORE, the Company does hereby amend the Plan, effective on the
date of sale of the Resigning Employer, except as otherwise provided herein,
the Resigning Employer hereby ceases to maintain the Plan and the Plan is
amended to specify the allocation to Employees of the Resigning Employer, as
follows:

Article II is hereby amended by deleting UNITED COMPANIES LIFE INSURANCE
COMPANY from the list of adopting employers in the fifth paragraph of Section
2.04 thereof, at the bottom of page 21, with such deletion to be effective on
the date of sale of the Resigning Employer for all purposes except the limited
<PAGE>   84
purpose of the deferral and transmittal of Elective Deferrals of employees
through the last day of the pay period in which the sale occurs.

       Article III is hereby amended by adding the following at the end of
subsection (a) of Section 3.01 thereof:

       Participating Employees of UNITED COMPANIES LIFE INSURANCE COMPANY shall
       be permitted to continue in effect their Elective Deferrals to the Plan
       for the period from the date of sale to the end of the pay period in
       which the sale falls; provided, however, that such Participants shall
       have the opportunity to redirect their Elective Deferrals and have them
       included in compensation for such period by notifying the Plan
       Administrator prior to the date of the contribution to the Plan.   Such
       Elective Deferrals will be made for such period unless the Participant
       affirmatively elects not to have such deferrals, notwithstanding that no
       Matching Contributions will be made which are attributable thereto.

       Article III is further amended by adding the following at the end of the
Subsection (b) of Section 3.01 thereof:

       No Matching Contributions shall be made based on the compensation of
       participants who are employees of UNITED COMPANIES LIFE INSURANCE
       COMPANY, for the period from the date of sale of UNITED COMPANIES LIFE
       INSURANCE COMPANY to the last day of the pay period in which the sale
       occurs, notwithstanding that Elective Deferrals may be accepted by the
       Plan from such Participants for such period.

       The amendments made hereunder are intended to qualify the Plan as of the
date of sale of the Resigning Employer as a qualified Profit Sharing Plan and
Trust under the Internal Revenue Code and ERISA.  Therefore, any provisions
which cause the Plan not to be in compliance with either statute or with
regulations promulgated thereunder, shall be separable from the remaining
amendments and shall not cause them to be rendered invalid,  so that all the
amendments will have as much force and effect as allowed by law. In the case of
any ambiguity, the language shall be interpreted to effectuate the stated
purposes of those amendments and in such a way as to cause the Plan to continue
to be a qualified plan under the statutes.
<PAGE>   85
       IN WITNESS WHEREOF, the Employer has caused this Amendment to be signed 
by its duly authorized officer, before the undersigned competent witnesses on 
the date indicated above, at Baton Rouge, Louisiana.

WITNESSES:                              UNITED COMPANIES FINANCIAL CORPORATION, 
                                        EMPLOYER:


                                        By: 
------------------------------------        ------------------------------------

------------------------------------


                                        UNITED COMPANIES LIFE INSURANCE 
                                        CORPORATION, RESIGNING EMPLOYER


                                        By: 
------------------------------------       ------------------------------------
                                                   Authorized Officer

------------------------------------
<PAGE>   86
                 FIRST AMENDMENT TO THE 1994 RESTATEMENT OF THE

                     UNITED COMPANIES FINANCIAL CORPORATION

                            EMPLOYEES' SAVINGS PLAN
                        ________________________________


STATE OF LOUISIANA

PARISH OF EAST BATON ROUGE


       BE IT KNOWN, that on the ______ day of ______________, 1995, at the
place hereinafter written, in the presence of the witnesses hereinafter named
and undersigned, personally came and appeared:

       UNITED COMPANIES FINANCIAL CORPORATION, a corporation organized under
       the laws of the State of Louisiana, with its principal place of business
       at 4041 Essen Lane, Baton Rouge, Louisiana 70809, represented herein by
       ________________________, its authorized officer, duly authorized to act
       by virtue of a corporate resolution attached hereto and made a part
       hereof (hereinafter referred to as "Employer" or "Company")


                              W I T N E S S E T H:

       WHEREAS, the Employer did establish the United Companies Financial
Corporation Employees' Savings Plan and Trust ("Plan & Trust" or "Employees'
Savings Plan and Trust") on November 13, 1987, effective July 1, 1987; amended
and restated effective January 1, 1989; amended and restated in separate Plan
document and Trust document, and wishes to further amend said Plan; and

       WHEREAS, the Employer desires to amend the Plan to limit deferrals of
Participants to ten (10%) percent of total Compensation; and

       WHEREAS, the Employer desires to clarify the means by which the IRC
Section 415 limits are met and to coordinate the provisions of the ESOP and the
Savings Plan;

       NOW THEREFORE, the Employer does hereby amend the Plan, effective
January 1, 1994, except as otherwise provided herein, as follows:

       Article III of the Plan is hereby amended, effective on the date of
execution, by substituting "10%" for "15%" in the first sentence of subsection
(a) of section 3.01 thereof.
<PAGE>   87
       Article III of the Plan is hereby further amended by substituting for
the second paragraph of subsection (c) of section 3.04 thereof the following:

       "If a Participant's Annual Additions under this Plan and all such other
plans result in an Excess Annual Amount, such Excess Annual Amount shall be
deemed to consist of the amounts last allocated.  In particular, if amounts are
allocated as of the same date, Elective Deferrals shall be allocated first; any
required Employer Contributions under this Plan or any other cash or deferred
arrangement in order to satisfy nondiscrimination tests will be allocated
second; Marching Contributions under this Plan shall be allocated third;
Discretionary Contributions under this Plan shall be considered allocated
fourth; amounts allocated as a result of payment of an Employee Stock Ownership
Plan Loan under the United Companies Financial Corporation Employee Stock
Ownership Plan shall be allocated fifth; and discretionary Employer
Contributions allocated under the United Companies Financial Corporation
Employee Stock Ownership Plan for purposes other than ESOP loan repayment,
shall be considered to have been allocated last.  Thus, Elective Deferrals and
Matching Contributions which are allocated prior to the last day of the Plan
Year, such as on quarterly allocation dates, will be allocated before any of
the above which are allocated ont he last day of the Plan Year.
Notwithstanding the above, Annual Additions attributable to a welfare benefit
fund, if any, will be deemed to have been allocated first, regardless of the
actual allocation date."

       The amendments made hereunder are intended to qualify the Plan for the
period beginning January 1, 1994, except as otherwise provided herein, as a
qualified Profit Sharing Plan and Trust under the Internal Revenue Code and
ERISA.  Therefore, any provisions which cause the Plan not to be in compliance
with either statute, or with regulations promulgated thereunder, shall be
separable from the remaining amendments and shall not cause them to be rendered
invalid, so that all the amendments will have as much force and effect as
allowed by law.  In the case of any ambiguity, the language shall be
interpreted to effectuate the stated purposes of those amendments and in such a
way as to cause the Plan to continue to be a qualified plan under the statutes.
<PAGE>   88
       IN WITNESS WHEREOF, the Employer has caused this Amendment to be signed
by its duly authorized officer, before the undersigned competent witnesses on
the date indicated above, at Baton Rouge, Louisiana.

WITNESSES:                              UNITED COMPANIES FINANCIAL
                                        CORPORATION, EMPLOYER:


                                        By:                                
------------------------------------        ------------------------------------
                                                    Authorized Officer