<PAGE>   1
                                                                   EXHIBIT 10(d)




                             PLAINS RESOURCES INC.

                                  401(k) PLAN
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
ARTICLE I -- DEFINITIONS

       Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1.1
       Actual Contribution Ratio  . . . . . . . . . . . . . . . . . . . .    1.2
       Actual Deferral Percentage   . . . . . . . . . . . . . . . . . . .    1.3
       Actual Deferral Ratio  . . . . . . . . . . . . . . . . . . . . . .    1.4
       Administrative Committee   . . . . . . . . . . . . . . . . . . . . .  1.5
       Affiliated Employer  . . . . . . . . . . . . . . . . . . . . . . .    1.6
       Aggregation Group  . . . . . . . . . . . . . . . . . . . . . . . . .  1.7
       Annual Addition  . . . . . . . . . . . . . . . . . . . . . . . . .    1.8
       Annual Compensation  . . . . . . . . . . . . . . . . . . . . . . .    1.9
       Annuity Start Date   . . . . . . . . . . . . . . . . . . . . . . . . 1.10
       Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11
       Board of Directors   . . . . . . . . . . . . . . . . . . . . . . .   1.12
       Calendar Quarter   . . . . . . . . . . . . . . . . . . . . . . . .   1.13
       Code   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.14
       Computation Period   . . . . . . . . . . . . . . . . . . . . . . . . 1.15
       Considered Compensation  . . . . . . . . . . . . . . . . . . . . .   1.16
       Contribution Percentage  . . . . . . . . . . . . . . . . . . . . .   1.17
       Defined Benefit Fraction   . . . . . . . . . . . . . . . . . . . .   1.18
       Defined Contribution Fraction  . . . . . . . . . . . . . . . . . .   1.19
       Determination Date   . . . . . . . . . . . . . . . . . . . . . . .   1.20
       Eligible Class   . . . . . . . . . . . . . . . . . . . . . . . . .   1.21
       Employee   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.22
       Employer   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.23
       Employer Contribution  . . . . . . . . . . . . . . . . . . . . . .   1.24
       Employer Matching Contribution   . . . . . . . . . . . . . . . . .   1.25
       Employer Matching Contribution Account   . . . . . . . . . . . . .   1.26
       Entry Date   . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.27
       ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.28
       Excess Aggregate 401(m) Contributions  . . . . . . . . . . . . . .   1.29
       Excess Amount  . . . . . . . . . . . . . . . . . . . . . . . . . .   1.30
       Excess 401(k) Contributions  . . . . . . . . . . . . . . . . . . .   1.31
       Family   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.32
       Family Member    . . . . . . . . . . . . . . . . . . . . . . . . .   1.33
       Five Percent Owner   . . . . . . . . . . . . . . . . . . . . . . .   1.34
       Highly Compensated Employee  . . . . . . . . . . . . . . . . . . . . 1.35
       Hour of Employment   . . . . . . . . . . . . . . . . . . . . . . .   1.36
       Individual Medical Account   . . . . . . . . . . . . . . . . . . .   1.37
       Investment Gain or Loss  . . . . . . . . . . . . . . . . . . . . .   1.38
       Key Employee   . . . . . . . . . . . . . . . . . . . . . . . . . .   1.39
       Leased Employee  . . . . . . . . . . . . . . . . . . . . . . . . .   1.40
       Limitation Year    . . . . . . . . . . . . . . . . . . . . . . . . . 1.41
</TABLE>





                                      -i-
<PAGE>   3
<TABLE>
<S>                                                                         <C>
       Matched Salary Deferral Contribution   . . . . . . . . . . . . . .   1.42
       Maximum Permissible Amount   . . . . . . . . . . . . . . . . . . .   1.43
       Member   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.44
       Non-Highly Compensated Employee  . . . . . . . . . . . . . . . . .   1.45
       Non-Key Employee   . . . . . . . . . . . . . . . . . . . . . . . .   1.46
       Normal Retirement Age  . . . . . . . . . . . . . . . . . . . . . .   1.47
       Period of Service  . . . . . . . . . . . . . . . . . . . . . . . .   1.48
       Period of Severance  . . . . . . . . . . . . . . . . . . . . . . .   1.49
       Plan   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.50
       Plan Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.51
       Projected Annual Benefit   . . . . . . . . . . . . . . . . . . . .   1.52
       Qualified Domestic Relations Order   . . . . . . . . . . . . . . .   1.53
       Qualified Nonelective Employer Contribution  . . . . . . . . . . . . 1.54
       Qualified Nonelective Employer Contribution
       Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.55
       Regulation   . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.56
       Required Beginning Date  . . . . . . . . . . . . . . . . . . . . .   1.57
       Restoration Contribution   . . . . . . . . . . . . . . . . . . . .   1.58
       Retirement   . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.59
       Rollover Contribution  . . . . . . . . . . . . . . . . . . . . . .   1.60
       Rollover Contribution Account  . . . . . . . . . . . . . . . . . .   1.61
       Salary Deferral Contribution   . . . . . . . . . . . . . . . . . .   1.62
       Salary Deferral Contribution Account   . . . . . . . . . . . . . .   1.63
       Section 401(k) Contributions   . . . . . . . . . . . . . . . . . .   1.64
       Section 401(m) Contributions   . . . . . . . . . . . . . . . . . .   1.65
       Separation   . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.66
       Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.67
       Sponsor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.68
       Sponsor Stock    . . . . . . . . . . . . . . . . . . . . . . . . . . 1.69
       Top-Heavy Plan   . . . . . . . . . . . . . . . . . . . . . . . . .   1.70
       Total Permanent Disability   . . . . . . . . . . . . . . . . . . .   1.71
       Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.72
       Trust Fund   . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.73
       Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1.74
       Valuation Date   . . . . . . . . . . . . . . . . . . . . . . . . .   1.75
       Welfare Benefit Fund   . . . . . . . . . . . . . . . . . . . . . .   1.76

ARTICLE II - SERVICE

       Years of Active Service Credit for Vesting   . . . . . . . . . . . .  2.1
       When An Employee Severs Service  . . . . . . . . . . . . . . . . . .  2.2
       Periods of Severance of Five Years or More.  . . . . . . . . . . . .  2.3
       Transfers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2.4
       Employment Records Conclusive  . . . . . . . . . . . . . . . . . . .  2.5
       Coverage of Certain Previously Excluded
              Employees   . . . . . . . . . . . . . . . . . . . . . . . . .  2.6
       Service Credit Required under Federal Law.   . . . . . . . . . . . .  2.7
</TABLE>





                                      -ii-
<PAGE>   4
<TABLE>
<S>                                                                         <C>
ARTICLE III - ELIGIBILITY AND PARTICIPATION

       Eligibility Requirements   . . . . . . . . . . . . . . . . . . . . .  3.1
       Eligibility Upon Reemployment  . . . . . . . . . . . . . . . . . . .  3.2
       Frozen Participation   . . . . . . . . . . . . . . . . . . . . . . .  3.3

ARTICLE IV - CONTRIBUTIONS

       Salary Deferral Contributions  . . . . . . . . . . . . . . . . . . .  4.1
       Employer Matching Contributions  . . . . . . . . . . . . . . . . . .  4.2
       Rollover Contributions and Plan-to-Plan Transfers  . . . . . . . . .  4.3
       Qualified Nonelective Employer Contributions   . . . . . . . . . . .  4.4
       Restoration Contributions  . . . . . . . . . . . . . . . . . . . . .  4.5
       Limit upon Salary Deferral Contributions   . . . . . . . . . . . . .  4.6
       Actual Deferral Percentage Test  . . . . . . . . . . . . . . . . . .  4.7
       Actual Deferral Percentage Fail Safe Provision   . . . . . . . . . .  4.8
       Special Actual Deferral Percentage Rules For Family
              Members   . . . . . . . . . . . . . . . . . . . . . . . . . .  4.9
       Contribution Percentage Test   . . . . . . . . . . . . . . . . . .   4.10
       Contribution Percentage Fail Safe Provision  . . . . . . . . . . .   4.11
       Special Contribution Percentage Rules For Family
              Members   . . . . . . . . . . . . . . . . . . . . . . . . .   4.12
       Income Allocable to Excess 401(k) Contributions
              and Excess Aggregate 401(m) Contributions   . . . . . . . .   4.13
       Additional Required Test if Alternative Compliance
              is Used   . . . . . . . . . . . . . . . . . . . . . . . . .   4.14
       Nondeductible Contributions Prohibited   . . . . . . . . . . . . .   4.15
       Form of Payment of Contributions   . . . . . . . . . . . . . . . .   4.16
       Deadline for Payment of Employer Contributions   . . . . . . . . .   4.17

ARTICLE V - ALLOCATIONS AND VALUATION OF ACCOUNTS

       Information Statements from Employer   . . . . . . . . . . . . . . .  5.1
       Allocation of Salary Deferral Contribution   . . . . . . . . . . . .  5.2
       Allocation of Employer Matching Contribution   . . . . . . . . . . .  5.3
       Allocation of Qualified Nonelective Employer
              Contribution  . . . . . . . . . . . . . . . . . . . . . . . .  5.4
       Allocation of Dividends on Sponsor Stock   . . . . . . . . . . . . .  5.5
       Sponsor Stock Splits   . . . . . . . . . . . . . . . . . . . . . .    5.6
       Valuation of Accounts  . . . . . . . . . . . . . . . . . . . . . . .  5.7
       Allocation of Forfeitures  . . . . . . . . . . . . . . . . . . . . .  5.8
       Restoration of Forfeited Amounts   . . . . . . . . . . . . . . . . .  5.9
       No Vesting Unless Otherwise Prescribed   . . . . . . . . . . . . .   5.10
</TABLE>





                                     -iii-
<PAGE>   5
<TABLE>
<S>                                                                         <C>
ARTICLE VI - LIMITATIONS ON ALLOCATIONS

       Basic Limitation   . . . . . . . . . . . . . . . . . . . . . . . . .  6.1
       Estimation of Maximum Permissible Amount   . . . . . . . . . . . . .  6.2
       Attribution of Excess Amounts  . . . . . . . . . . . . . . . . . . .  6.3
       Treatment of Excess Amounts  . . . . . . . . . . . . . . . . . . . .  6.4
       Members Participating in Qualified Defined Benefit Plan  . . . . . .  6.5

ARTICLE VII - TOP-HEAVY REQUIREMENTS

       Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7.1
       Top-Heavy Test   . . . . . . . . . . . . . . . . . . . . . . . . . .  7.2
       Vesting Restrictions if Plan Becomes Top-Heavy   . . . . . . . . . .  7.3
       Minimum Contribution if Plan Becomes Top-Heavy   . . . . . . . . . .  7.4
       Disregard of Government Programs   . . . . . . . . . . . . . . . . .  7.5
       Coverage Under Multiple Top-Heavy Plans  . . . . . . . . . . . . . .  7.6
       Restrictions if Plan Becomes Super Top-Heavy   . . . . . . . . . . .  7.7

ARTICLE VIII - BENEFITS AND EVENTS ENTITLING MEMBERS TO
                   DISTRIBUTION OF BENEFITS

       Valuation of Accounts for Withdrawals and Distributions  . . . . . .  8.1
       Death, Retirement, or Total Permanent Disability   . . . . . . . . .  8.2
       Severance Benefit  . . . . . . . . . . . . . . . . . . . . . . . . .  8.3
       Forfeiture on Termination of Participation   . . . . . . . . . . . .  8.4
       Withdrawal of Rollover Contributions   . . . . . . . . . . . . . . .  8.5
       Withdrawal upon Attainment of Normal Retirement Age  . . . . . . . .  8.6
       Withdrawal for Financial Hardship  . . . . . . . . . . . . . . . . .  8.7
       Loans to Members   . . . . . . . . . . . . . . . . . . . . . . . . .  8.8
       Receipt of Domestic Relations Order  . . . . . . . . . . . . . . . .  8.9
       Distributions Upon Disposition of Assets or a Subsidiary   . . . . . 8.10

ARTICLE IX - DISTRIBUTION OF BENEFITS

       Form of Distribution   . . . . . . . . . . . . . . . . . . . . . .   .9.1
       Information Provided to Members  . . . . . . . . . . . . . . . . . .  9.2
       Automatic Payment of Small Amounts   . . . . . . . . . . . . . . . .  9.3
       Time of Distribution   . . . . . . . . . . . . . . . . . . . . . . .  9.4
       Member Consent to Early Distributions  . . . . . . . . . . . . . . .  9.5
       Compliance with Statutory Requirements   . . . . . . . . . . . . . .  9.6
       Qualified Domestic Relations Orders  . . . . . . . . . . . . . . . .  9.7
       Distributions to Disabled  . . . . . . . . . . . . . . . . . . . . .  9.8
       Designation of Beneficiary   . . . . . . . . . . . . . . . . . . . .  9.9
       No Duplication of Benefits   . . . . . . . . . . . . . . . . . . .   9.10
       Missing Members or Beneficiaries   . . . . . . . . . . . . . . . .   9.11
</TABLE>





                                      -iv-
<PAGE>   6
<TABLE>
<S>                                                                        <C>
       Claims Procedure   . . . . . . . . . . . . . . . . . . . . . . . .   9.12
       Claims Appeal Procedure  . . . . . . . . . . . . . . . . . . . . .   9.13
       Direct Rollover Option for Distributions on or
              After January 1, 1993   . . . . . . . . . . . . . . . . . . . 9.14

ARTICLE X - ADMINISTRATIVE COMMITTEE

       Appointment, Term, Resignation, and Removal  . . . . . . . . . . .   10.1
       Powers   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10.2
       Organization   . . . . . . . . . . . . . . . . . . . . . . . . . .   10.3
       Quorum and Majority Action   . . . . . . . . . . . . . . . . . . .   10.4
       Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . .   10.5
       Disqualification of Administrative Committee Members   . . . . . .   10.6
       Disclosure to Members  . . . . . . . . . . . . . . . . . . . . . .   10.7
       Standard of Performance  . . . . . . . . . . . . . . . . . . . . .   10.8
       Liability of Administrative Committee and
              Liability Insurance   . . . . . . . . . . . . . . . . . . .   10.9
       Bonding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10.10
       Compensation   . . . . . . . . . . . . . . . . . . . . . . . . . .  10.11
       Persons Serving in Dual Fiduciary Roles  . . . . . . . . . . . . .  10.12
       Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . .  10.13
       Named Fiduciary  . . . . . . . . . . . . . . . . . . . . . . . . .  10.14
       Standard of Judicial Review of Administrative
              Committee Actions   . . . . . . . . . . . . . . . . . . . .  10.15
       Indemnification of Administrative Committee by
              the Sponsor   . . . . . . . . . . . . . . . . . . . . . . .  10.16

ARTICLE XI - INVESTMENT ELECTIONS

       Investment Funds Established   . . . . . . . . . . . . . . . . . .   11.1
       Election Procedures Established  . . . . . . . . . . . . . . . . .   11.2

ARTICLE XII - VOTING OF SPONSOR STOCK AND TENDER OFFERS

       Voting of Sponsor Stock  . . . . . . . . . . . . . . . . . . . . .   12.1
       Tender Offers    . . . . . . . . . . . . . . . . . . . . . . . . .   12.2
       Shares Credited  . . . . . . . . . . . . . . . . . . . . . . . . .   12.3
       Conversion   . . . . . . . . . . . . . . . . . . . . . . . . . . .   12.4
       Named Fiduciary  . . . . . . . . . . . . . . . . . . . . . . . . .   12.5

ARTICLE XIII - ADOPTION OF PLAN BY OTHER EMPLOYERS

       Adoption Procedure   . . . . . . . . . . . . . . . . . . . . . . .   13.1
       No Joint Venture Implied   . . . . . . . . . . . . . . . . . . . .   13.2
       All Trust Assets Available to Pay All Benefits   . . . . . . . . .   13.3
       Qualification a Condition Precedent to Adoption and
              Continued Participation   . . . . . . . . . . . . . . . . .   13.4
</TABLE>





                                      -v-
<PAGE>   7
<TABLE>
<S>                                                                         <C>
ARTICLE XIV - AMENDMENT AND TERMINATION

       Sponsor's Right to Amend   . . . . . . . . . . . . . . . . . . . .   14.1
       Limitations on Right to Amend  . . . . . . . . . . . . . . . . . .   14.2
       Retroactive Amendments to Meet Labor or Tax Requirements   . . . .   14.3
       Termination of Plan  . . . . . . . . . . . . . . . . . . . . . . .   14.4
       Vesting upon Termination, Partial Termination, and
              Suspension or Discontinuance of Employer Contributions  . .   14.5
       Plan Mergers   . . . . . . . . . . . . . . . . . . . . . . . . . .   14.6

ARTICLE XV - MISCELLANEOUS

       No Reversionary Interest   . . . . . . . . . . . . . . . . . . . .   15.1
       Plan Does Not Constitute an Employment Contract  . . . . . . . . .   15.2
       Benefits Provided Solely by Trust  . . . . . . . . . . . . . . . .   15.3
       Spendthrift Clause   . . . . . . . . . . . . . . . . . . . . . . .   15.4
       Governing Laws; Parties to Legal Actions   . . . . . . . . . . . .   15.5
       Plan Document Controlling  . . . . . . . . . . . . . . . . . . . .   15.6
       Cross References   . . . . . . . . . . . . . . . . . . . . . . . .   15.7
       Trustee's Fees and Expenses  . . . . . . . . . . . . . . . . . . .   15.8
</TABLE>





                                      -vi-
<PAGE>   8
                             PLAINS RESOURCES INC.

                                  401(k) PLAN


       THIS AGREEMENT adopted by Plains Resources Inc. (the "Sponsor"), Calumet
Florida, Inc., PLX Ingleside Inc., Plains Illinois Inc. and Stocker Resources,
Inc.,

                              W I T N E S S E T H:

       WHEREAS, effective January 1, 1987, the Sponsor established the Plains
Resources Inc. 401(k) Plan (the "Plan") which is intended to be a profit
sharing plan that satisfies the requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended; and

       WHEREAS, the parties hereto desire to amend and restate the Plan;

       NOW, THEREFORE, the Plan is hereby amended and restated in its entirety
as set forth below.
<PAGE>   9
                                   ARTICLE I
                                  DEFINITIONS


       As used herein the words and phrases next below set out shall have the
meaning next below attributed to them unless the context in which any such word
or phrase appears reasonably requires a broader, narrower, or different
meaning:

       1.1  ACCOUNT.  "Account" shall mean any of the ledger accounts
pertaining to a Member or former Member that are maintained by the
Administrative Committee to reflect his interest in the Trust Fund.  The
Administrative Committee will establish the Accounts specifically described in
the Plan and any additional Accounts that the Administrative Committee
considers to be necessary in order to reflect the entire interest of the Member
or former Member in the Trust Fund.  Each of the Accounts will reflect any
contributions, forfeitures, and Investment Gain or Loss allocated to the
Account.

       1.2  ACTUAL CONTRIBUTION RATIO.  "Actual Contribution Ratio" shall mean
the ratio of Section 401(m) Contributions actually paid into the Trust on
behalf of an Employee for a Plan Year to the Employee's Annual Compensation for
the same Plan Year.

       1.3  ACTUAL DEFERRAL PERCENTAGE.  "Actual Deferral Percentage" shall
mean, for a specified group of Employees for a Plan Year, the average of the
ratios (calculated separately for each Employee in the group) of the amount of
Section 401(k) Contributions actually paid into the Trust on behalf of the
Employee for the Plan Year to the Employee's Annual Compensation for the Plan
Year.  Solely for this purpose all Section 401(k) Contributions and Annual
Compensation of all eligible Family Members will be attributed to each Highly
Compensated Employee.

       1.4  ACTUAL DEFERRAL RATIO.  "Actual Deferral Ratio" shall mean the
ratio of Section 401(k) Contributions actually paid into the Trust on behalf of
an Employee for a Plan Year to the Employee's Annual Compensation for the same
Plan Year.

       1.5  ADMINISTRATIVE COMMITTEE.  "Administrative Committee" shall mean
the committee appointed by the Board of Directors to administer the Plan.

       1.6  AFFILIATED EMPLOYER.  "Affiliated Employer" shall mean the Employer
and any other business organization required to be aggregated with the Employer
under Sections 414(b), 414(c), 414(m), or 414(o) of the Code and the
regulations promulgated thereunder.  In determining whether a business
organization is an Affiliated Employer for purposes of Article VII (including
any defined term when used in Article VII), the modification required under
Section 415(h) of the Code shall be given effect in applying Sections 414(b)
and 414(c) of the Code.

       1.7  AGGREGATION GROUP.  "Aggregation Group" shall mean (a) each plan of
any Affiliated Employer in which a Key Employee is a participant and (b)each
other plan of any Affiliated Employer which enables any plan described in
clause (a) to meet the requirements of either Section 401(a)(4) or 410 of the
Code.  Any Employer may treat a plan not required to be included in the
Aggregation





                                      I-1
<PAGE>   10
Group as being a part of the group if the group would continue to meet the
requirements of Sections 401(a)(4) and 410 of the Code with that plan being
taken into account.

       1.8  ANNUAL ADDITION.  "Annual Addition" shall mean the sum of the
following amounts credited to a Member's Account for the Limitation Year: (a)
Employer Contributions; (b) after-tax Employee contributions; (c) forfeitures;
(d) amounts allocated to an Individual Medical Account; (e) amounts derived
from contributions paid or accrued, which are attributable to post-retirement
medical benefits, allocated to the separate account of a Key Employee under a
Welfare Benefit Fund; and (f) any Excess Amount applied in the Limitation Year
to reduce Employer Contributions.

       1.9  ANNUAL COMPENSATION.  "Annual Compensation" shall mean for purposes
of Section 415 of the Code and Section 7.1 of the Plan, as to each Employee's
wages as defined in Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules that limit
the remuneration included in wages based on the nature or location of the
employment or the services performed.  All Annual Compensation, without regard
to its definition, in excess of $150,000.00 (as adjusted by the Secretary of
the Treasury) shall be disregarded.  If an Employee is a member of the Family
of a Five Percent Owner or of a Highly Compensated Employee in the group
consisting of the 10 Highly Compensated Employees paid the greatest Annual
Compensation during the Plan Year, the Employee will not be considered a
separate Employee and any Annual Compensation paid to him will be treated as if
it were paid to or on behalf of the Five Percent Owner or Highly Compensated
Employee.  If as a result of the application of this rule, the adjusted
$150,000.00 limitation is exceeded, the limitation shall be prorated among the
affected Members in proportion to each Member's Annual Compensation as
determined under this Section prior to the application of this limitation.  If
the Plan Year is ever less than twelve months (because of a change in the Plan
Year) the $150,000.00 limitation (as adjusted by the Secretary of Treasury)
will be prorated by multiplying the limitation by a fraction, the numerator of
which is the number of months in the Plan Year, and the denominator of which is
12.

       1.10  ANNUITY STARTING DATE.  "Annuity Starting Date" shall mean the
first day on which all events have occurred that entitle the Member to a
distribution.

       1.11  BENEFICIARY.  "Beneficiary: shall mean any person(s), trust(s), or
other entity(ies), including the Member's or former Member's estate, entitled
to receive the benefits payable hereunder upon the Member's or former Member's
death.

       1.12  BOARD OF DIRECTORS.  "Board of Directors" shall mean the board of
directors or the executive committee of the board of directors of the Sponsor.

       1.13  CALENDAR QUARTER.  "Calendar Quarter" shall mean each of the
three-month periods ending March 31, June 30, September 30, and December 31 of
each calendar year.

       1.14  CODE.  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

       1.15  COMPUTATION PERIOD.  "Computation Period" shall mean a period of
12 consecutive months used to determine an Employee's eligibility or vesting.





                                      I-2
<PAGE>   11
       1.16  CONSIDERED COMPENSATION.  "Considered Compensation" shall mean, as
to each Employee, that Employee's Annual Compensation modified by including
elective contributions under a cafeteria plan described in Section 125 of the
Code and elective contributions to any plan qualified under Section 401(k),
408(k) or 403(b) of the Code, and modified further by excluding the following
items (even if includable in gross income):  reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses, deferred
compensation and welfare benefits.  Considered Compensation in excess of
$150,000.00 (as adjusted by the Secretary of the Treasury) shall be
disregarded.  If an Employee is a member of the Family of a Five Percent Owner
or of a Highly Compensated Employee in the group consisting of the 10 Highly
Compensated Employees paid the greatest Considered Compensation during the Plan
Year, the Employee will not be considered a separate Employee and any
Considered Compensation paid to him will be treated as if it were paid to or on
behalf of the Five Percent Owner or Highly Compensated Employee.  If as a
result of the application of this rule, the adjusted $150,000.00 limitation is
exceeded, the limitation shall be prorated among the affected Members in
proportion to each Member's Considered Compensation as determined under this
Section prior to the application of this limitation.  If the Plan Year is ever
less than twelve months (because of a change in the Plan Year) the $150,000.00
limitation (as adjusted by the Secretary of Treasury) will be prorated by
multiplying the limitation by a fraction, the numerator of which is the number
of months in the Plan Year, and the denominator of which is 12.

       1.17  CONTRIBUTION PERCENTAGE.  "Contribution Percentage" shall mean,
for a specified group of Employees for a Plan Year, the average of the ratios
(calculated separately for each Employee in the group) of the amount of Section
401(m) Contributions actually paid into the Trust on behalf of the Employee for
the Plan Year to the Employee's Annual Compensation for the Plan Year.  Solely
for this purpose all Section 401(m) Contributions and Annual Compensation of
all eligible Family Members will be attributed to each Highly Compensated
Employee.

       1.18  DEFINED BENEFIT FRACTION.  "Defined Benefit Fraction" shall mean a
fraction, the numerator of which is the sum of the Member's Projected Annual
Benefits under all the defined benefit plans (whether or not terminated)
maintained by any Affiliated Employer; and the denominator of which is the
lesser of 125 percent of the dollar limitation in effect for the Limitation
Year under Section 415(b)(1)(A) of the Code or 140 percent of the Highest
Average Compensation, taking into account any adjustments required under
Section 415(b) of the Code.

       1.19  DEFINED CONTRIBUTION FRACTION.  "Defined Contribution Fraction"
shall mean a fraction, the numerator of which is the sum of the Annual
Additions to the Member's account under all the defined contribution plans
(whether or not terminated) maintained by any Affiliated Employer for the
current and all prior Limitation Years (including the Annual Additions
attributable to the Member's nondeductible employee contributions to all
defined benefit plans, whether or not terminated, maintained by any Affiliated
Employer, and the Annual Additions attributable to all Welfare Benefit Funds
and Individual Medical Accounts), and the denominator of which is the sum of
the maximum aggregate amounts for the current and all prior Limitation Years of
service with any Affiliated Employer (regardless of whether a defined
contribution plan was maintained by any Affiliated Employer).  The maximum
aggregate amount in any Limitation Year is the lesser of 125





                                      I-3
<PAGE>   12
percent of the dollar limitation in effect under Section 415(c)(1)(A) of the
Code or 35 percent of the Member's Annual Compensation for such year.

       1.20  DETERMINATION DATE.  "Determination Date" shall mean, for a given
Plan Year, the last day of the preceding Plan Year, or in the case of the first
Plan Year, the last day of that Plan Year.

       1.21  ELIGIBLE CLASS.  "Eligible Class" shall mean all Employees who are
employed by the Employer, regardless of employment classification, except that
(a) Leased Employees and (b) Employees who are nonresident aliens and who
receive no earned income which constitutes income from sources within the
United States (within the meaning of Section 861(a)(3) of the Code) shall be
excluded; provided, however, that the Administrative Committee may designate
any such nonresident alien Employee as a member of the Eligible Class for such
period as the Administrative Committee may, in its absolute discretion,
determine.

       1.22  EMPLOYEE.  "Employee" shall mean every person who is (a) a common-
law employee of any Employer, or (b) a Leased Employee with respect to the
Employer.

       1.23  EMPLOYER.  "Employer" shall mean the Sponsor and any other
business organization that adopts the Plan in accordance with applicable
provisions thereof.

       1.24  EMPLOYER CONTRIBUTION.  "Employer Contribution" shall mean the
aggregate of the Employer's Salary Deferral Contribution, Employer Matching
Contribution, Qualified Nonelective Employer Contribution, and Restoration
Contribution.

       1.25  EMPLOYER MATCHING CONTRIBUTION.  "Employer Matching Contribution"
shall mean the Employer's contribution made pursuant to the provisions of
Section 4.3.

       1.26  EMPLOYER MATCHING CONTRIBUTION ACCOUNT.  "Employer Matching
Contribution Account" shall mean the ledger account maintained by the
Administrative Committee for each Member which reflects the portion of the
Employer Matching Contribution allocated to the Member and any Investment Gain
or Loss attributable to such contributions.

       1.27  ENTRY DATE.  "Entry Date" shall mean the first day of each
Calendar Quarter.

       1.28  ERISA.  "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time.

       1.29  EXCESS AGGREGATE 401(M) CONTRIBUTIONS.  "Excess Aggregate 401(m)
Contributions" shall mean, with respect to any Plan Year, the excess of (a) the
aggregate amount of Section 401(m) Contributions actually paid into the Trust
on behalf of Highly Compensated Employees for the Plan Year over (b) the
maximum amount of those contributions permitted under the limitations set out
in the first sentence of Section 5.9 of the Plan.  To calculate the amount of
Excess Aggregate 401(m) Contributions, the Actual Contribution Ratio of the
Highly Compensated Employee with the highest Actual Contribution Ratio shall be
reduced to equal the ratio of the Highly Compensated Employee with the next
highest Actual Contribution Ratio.  However, if a lesser reduction would enable
the





                                      I-4
<PAGE>   13
Plan to pass the test, only that lesser reduction shall be made.  This leveling
process shall be repeated until the Contribution Percentage test is satisfied.

       1.30  EXCESS AMOUNT.  "Excess Amount" shall mean the excess of the
Annual Additions credited to the Member's Account for the Limitation Year over
the Maximum Permissible Amount.

       1.31  EXCESS 401(K) CONTRIBUTIONS.  "Excess 401(k) Contributions" shall
mean, with respect to any Plan Year, the excess of (a) the aggregate amount of
Section 401(k) Contributions actually paid into the Trust on behalf of Highly
Compensated Employees for the Plan Year over (b) the maximum amount of those
contributions permitted under the limitations set out in the first sentence of
Section 5.6 of the Plan.  To calculate the amount of Excess 401(k)
Contributions, the Actual Deferral Ratio of the Highly Compensated Employee
with the highest Actual Deferral Ratio shall be reduced to equal the ratio of
the Highly Compensated Employee with the next highest Actual Deferral Ratio.
However, if a lesser reduction would enable the Plan to pass the test, only
that lesser reduction shall be made.  This leveling process shall be repeated
until the Actual Deferral Percentage test is satisfied.

       1.32  FAMILY.  "Family" shall mean with respect to any Employee, the
Employee's spouse and any lineal descendants of the Employee who have not
attained age 19 before the close of the Plan Year.

       1.33  FAMILY MEMBER.  "Family Member" shall mean the spouse and lineal
ascendants or descendants and the spouses of those lineal ascendants or
descendants of a Five Percent Owner or of a Highly Compensated Employee who is
one of the 10 employees receiving the greatest Annual Compensation from the
Affiliated Employers during the Plan Year.

       1.34  FIVE PERCENT OWNER.  "Five Percent Owner" shall mean an Employee
who is a five percent owner as defined in Section 416(i) of the Code.

       1.35  HIGHLY COMPENSATED EMPLOYEE.   "Highly Compensated Employee" shall
mean an Employee or an employee of an Affiliated Employer who during the Plan
Year or the preceding Plan Year (a) was at any time a Five Percent Owner, (b)
received Annual Compensation from the Affiliated Employers in excess of
$75,000.00 (as adjusted from time to time by the Secretary of the Treasury),
(c) received Annual Compensation from the Affiliated Employers in excess of
$50,000.00 (as adjusted from time to time by the Secretary of the Treasury) and
was within the 20% of employees of the Affiliated Employers who were the
highest paid for the Plan Year, or (d) was at any time an officer and received
Annual Compensation from the Affiliated Employers in excess of 50% of the
annual addition limitation of Section 415(b)(1)(A) of the Code.  For this
purpose no more than 50 employees or, if lesser, the greater of three employees
or 10% of the employees shall be treated as officers, excluding those Employees
who may be excluded in determining the top paid group.  If no officer has
Annual Compensation in excess of 50% of the annual limitation of Section
415(b)(1)(A) of the Code, the highest paid officer for the year shall be
treated as a Highly Compensated Employee.  If a Member did not fall within (b),
(c) or (d) without regard to this sentence for the Plan Year preceding the Plan
Year of the determination, he will not be treated as falling within (b), (c) or
(d) for the Plan Year of the determination unless he is a member of the group





                                      I-5
<PAGE>   14
consisting of the 100 employees paid the greatest Annual Compensation during
that Plan Year.  For this purpose the determination of the top paid 100
employees will be made using Section 414(q) of the Code and its Regulations.  A
former Member will be treated as a Highly Compensated Employee if he was a
Highly Compensated Employee when he severed Service or he was a Highly
Compensated Employee at any time after attaining age 55.

       1.36  HOUR OF EMPLOYMENT.  "Hour of Employment" shall mean each hour (a)
that an Employee is either directly or indirectly paid or entitled to payment
by the Employer or Affiliated Employer for the performance of duties; (b) that
an Employee is either directly or indirectly paid or entitled to payment by the
Employer or Affiliated Employer for a period of time during which no duties are
performed (whether or not the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty, or leave of absence; or (c) that an Employee is paid or
entitled to payment of back pay, irrespective of mitigation of damages, which
is awarded or agreed to by the Employer or Affiliated Employer.  The same Hours
of Employment shall not be credited both under clauses (a) or (b) and (c).  For
purposes of clauses (b) and (c) no more than 501 Hours of Employment shall be
credited to an Employee due to any single continuous period during which he
performs no duties (whether or not the period occurs in a single Computation
Period).  Hours of Employment shall not be credited if they are paid for under
a plan maintained solely to comply with workmen's compensation, unemployment
compensation or disability insurance laws.  Hours of Employment shall not be
credited if they are paid for solely to reimburse an Employee for medical or
medically related expenses incurred by him.  The number of Hours of Employment
credited as Active Service shall be the number of actual Hours of Employment
performed by the Employee, based upon the records of the Employer.  If the
Employer's records are inadequate and the Employee would be required to be
credited with an Hour of Employment for a payroll period under the foregoing
provisions of this Section, the Employee will be credited with 10 Hours of
Employment if he is customarily paid on a daily basis, 45 Hours of Employment
if he is customarily paid on a weekly basis, 90 Hours of Employment if he is
customarily paid on a bi-weekly basis, 95 Hours of Employment if he is
customarily paid on a semi-monthly basis, and 190 Hours of Employment if he is
customarily paid on a monthly basis.  If an Employee receives compensation for
which no duties were performed that was not based upon units of time, the Hours
of Employment to be credited will be calculated under the method set forth in
Department of Labor Regulation Section 2530.200b-2(b)(2).

       1.37  INDIVIDUAL MEDICAL ACCOUNT.  "Individual Medical Account" shall
mean an individual medical account, as defined in Section 415(l)(2) of the
Code, maintained by any Affiliated Employer.

       1.38  INVESTMENT GAIN OR LOSS.  "Investment Gain or Loss" shall mean the
sum of the income, appreciation, and realized gains on Trust Fund assets, minus
the sum of expenses, depreciation, and realized losses on Trust Fund assets.





                                      I-6
<PAGE>   15
       1.39  KEY EMPLOYEE.  "Key Employee" shall mean an individual who at any
time during the Plan Year containing the Determination Date or any of the four
preceding Plan Years is (a) an officer of any Affiliated Employer whose Annual
Compensation is greater than 50 percent of the amount in effect under Section
415(b)(1)(A) of the Code for the Plan Year, (b) one of the Employees having
Annual Compensation greater than the limitation in effect under Section
415(c)(1)(A) of the Code for the Plan Year and owning (or considered as owning
within the meaning of Section 318 of the Code) one of the 10 largest interests
in any Affiliated Employer, treated separately, (c) a Five Percent Owner of any
Affiliated Employer, treated separately, or (d) a one percent owner of any
Affiliated Employer, treated separately, having Annual Compensation of more
than $150,000.00.  No more than 50 Employees or, if lesser, the greater of
three Employees or 10 percent of the Employees, will be treated as officers.
The rules of Section 416(i) of the Code will be applied in determining
percentage of ownership.  If two or more Employees have the same interest in an
Affiliated Employer, the Employee with the greater Annual Compensation from the
Affiliated Employer will be treated as having the larger interest.

       1.40  LEASED EMPLOYEE.  "Leased Employee" shall mean any person (a) who
is not a common law employee of the recipient and (b) who (pursuant to an
agreement between an Affiliated Employer and any other person) has performed
services for the Employer (or for the Employer and related persons determined
in accordance with Section 414(n)(6) of the Code) on a substantially full time
basis for a period of at least one year, and such services are of a type
historically performed by employees in the business field of the recipient.

       1.41  LIMITATION YEAR.  "Limitation Year" shall mean the Plan Year.  All
qualified plans maintained by any Affiliated Employer must use the same
Limitation Year.  If the Limitation Year is amended to a different
12-consecutive month period, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made.

       1.42  MATCHED SALARY DEFERRAL CONTRIBUTION.  "Matched Salary Deferral
Contribution" means that portion of the Salary Deferral Contribution that the
Board of Directors determines to match from time to time in its sole
discretion.

       1.43  MAXIMUM PERMISSIBLE AMOUNT.  "Maximum Permissible Amount" shall
mean the lesser of (a) the dollar limitation in effect under Section
415(c)(1)(A) of the Code for the Limitation Year, or (b) 25 percent of the
Member's Annual Compensation for the Limitation Year.  The Annual Compensation
limitation referred to in clause (b) of the immediately preceding sentence
shall not apply to any contribution for medical benefits (within the meaning of
Section 401(h) or Section 419(A)(f)(2) of the Code) that is otherwise treated
as an Annual Addition under Section 415(l)(1) or Section 419(A)(d)(2) of the
Code.  If a short Limitation Year is created because of an amendment changing
the Limitation Year to a different 12-consecutive month period, the Maximum
Permissible Amount shall not exceed the dollar limitation in effect under
Section 415(c)(1)(A) of the Code multiplied by a fraction, the numerator of
which is the number of months in the short Limitation Year, and the denominator
of which is 12.

       1.44  MEMBER.  "Member" shall mean a person who qualifies as such under
Article III.





                                      I-7
<PAGE>   16
       1.45  NON-HIGHLY COMPENSATED EMPLOYEE.  "Non-Highly Compensated
Employee" shall mean any Employee who is not a Highly Compensated Employee.

       1.46  NON-KEY EMPLOYEE.  "Non-Key Employee" shall mean any Employee who
is not a Key Employee.

       1.47  NORMAL RETIREMENT AGE.  "Normal Retirement Age" shall mean the
later of the time a Member attains age 65 or the fifth anniversary of the date
he commenced participation in the Plan.

       1.48  PERIOD OF SERVICE.  "Period of Service" shall mean a period of
employment with an Employer or Affiliated Employer, which commences on the day
on which an Employee performs his initial Hour of Employment or performs his
initial Hour of Employment upon returning to the employ of the Employer or an
Affiliated Employer, whichever is applicable, and ends on the date the Employee
severs Service.

       1.49  PERIOD OF SEVERANCE.  "Period of Severance" shall mean the period
of time commencing on the date an Employee severs Service and ending on the
date the Employee again performs an Hour of Employment.

       1.50  PLAN.  "Plan" shall mean the Plains Resources, Inc. 401(k) Plan
set forth in this document and all subsequent amendments hereto.

       1.51  PLAN YEAR.  "Plan Year" shall mean the 12-month annual accounting
period of the Plan, which shall end on the last day of December.

       1.52  PROJECTED ANNUAL BENEFIT.  "Projected Annual Benefit" shall mean
the annual retirement benefit (adjusted to an actuarially equivalent straight
life annuity if such benefit is expressed in a form other than a straight life
annuity or Qualified Joint and Survivor Annuity) to which the Member would be
entitled under the terms of the Plan, assuming (a) the Member will continue
employment until Normal Retirement Age under the Plan (or current age, if
later), and (b) the Member's Annual Compensation for the current Limitation
Year and all other relevant factors used to determine benefits under the Plan
will remain constant for all future Limitation Years.

       1.53  QUALIFIED DOMESTIC RELATIONS ORDER.  "Qualified Domestic Relations
Order" shall mean any order determined by the Administrative Committee to be a
qualified domestic relations order within the meaning of Section 414(p) of the
Code.

       1.54  QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTION.  "Qualified
Nonelective Employer Contribution" shall mean the Employer's Contribution, if
any, made pursuant to the provisions of Section 4.4 as a means of passing the
Actual Deferral Percentage Test or the Actual Contribution Percentage Test.

       1.55  QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTION ACCOUNT.  "Qualified
Nonelective Employer Contribution Account" shall mean the ledger account
maintained by the Administrative Committee for each Member which reflects the
portion of the Qualified Nonelective Employer





                                      I-8
<PAGE>   17
Contributions allocated to the Member, and any Investment Gain or Loss
attributable to such contributions.

       1.56  REGULATION.  "Regulation" shall mean the Internal Revenue Service
regulation specified, as it may be changed from time to time.

       1.57  REQUIRED BEGINNING DATE.  "Required Beginning Date" shall mean:

              (a)  Except as otherwise provided in this Section, April 1 of the
       calendar year following the calendar year in which the Member or former
       Member attains age 70 1/2;

              (b)  In the case of an individual who attained age 70 1/2 before
       January 1, 1988, and is not a Five Percent Owner, April 1 of the
       calendar year following the later of (i) the calendar year in which the
       individual attained age 70 1/2, or (ii) the calendar year in which
       occurs the individual's Separation; and

              (c)  In the case of an individual who attained age 70 1/2 before
       January 1, 1988, and is a Five Percent Owner, April 1 of the calendar
       year following the later of (i) the calendar year in which the employee
       attained age 70 1/2, or (ii) the earlier of (A) the calendar year with
       or within which ends the Plan Year in which the individual becomes a
       Five Percent Owner, or (B) the calendar year in which occurs the
       individual's Separation.

       1.58  RESTORATION CONTRIBUTION.  "Restoration Contribution" shall mean
the Employer's contribution, if any, made pursuant to the provisions of Section
4.5.

       1.59  RETIREMENT.  "Retirement" shall mean a Member's Separation upon or
after his attainment of his Normal Retirement Age.

       1.60  ROLLOVER CONTRIBUTION.  "Rollover Contribution" shall mean the
amount contributed by a Member of this Plan which consists of any part of an
eligible rollover distribution (as defined in Section 402 of the Code) from a
qualified employee trust described in Section 401(a) of the Code.

       1.61  ROLLOVER CONTRIBUTION ACCOUNT.  "Rollover Contribution Account"
shall mean the ledger account maintained by the Administrative Committee for
each Member which reflects the Rollover Contributions made by the Member, and
any Investment Gain or Loss attributable to such contributions.

       1.62  SALARY DEFERRAL CONTRIBUTION.  "Salary Deferral Contribution"
shall mean the Employer's contribution, if any, made pursuant to the provisions
of Section 4.2.

       1.63  SALARY DEFERRAL CONTRIBUTION ACCOUNT.  "Salary Deferral
Contribution Account" shall mean the ledger account maintained by the
Administrative Committee for each Member which reflects the portion of the
Salary Deferral Contributions allocated to the Member, and any Investment Gain
or Loss attributable to such contributions.



                                      I-9
<PAGE>   18


       1.64  SECTION 401(K) CONTRIBUTIONS.  "Section 401(k) Contributions"
shall mean the sum of Salary Deferral Contributions made on behalf of the
Member during the Plan Year, and Qualified Nonelective Employer Contributions
that the Employer elects to have treated as Section 401(k) Contributions
pursuant to Section 401(k)(3)(d)(ii) of the Code.

       1.65  SECTION 401(M) CONTRIBUTIONS.  "Section 401(m) Contributions"
shall mean the sum of Employer Matching Contributions made on behalf of the
Member during the Plan Year and other amounts that the Employer elects to have
treated as Section 401(m) Contributions pursuant to Section 401(m)(3)(B) of the
Code.  However, Employer Matching Contributions and Salary Deferral
Contributions that the Employer could otherwise elect to have treated as
Section 401(m) Contributions are not Section 401(m) Contributions to the extent
that they are used to enable the Plan to satisfy the minimum contribution
requirements of Section 416 of the Code.

       1.66  SEPARATION.  "Separation" shall mean an individual's termination
of employment with an Affiliated Employer without commencing or continuing
employment with any other Affiliated Employer.

       1.67   SERVICE.  "Service" shall mean the period or periods that a
person is paid or is entitled to payment for performance of duties with the
Employer or an Affiliated Employer.

       1.68  SPONSOR.  "Sponsor" shall mean Plains Resources, Inc., a Delaware
corporation.

       1.69  SPONSOR STOCK.  "Sponsor Stock" shall mean the common stock of the
Sponsor, $.10  par value.

       1.70  TOP-HEAVY PLAN.  "Top-Heavy Plan" shall mean any plan which has
been determined to be top-heavy under the test described in Article VIII.

       1.71  TOTAL PERMANENT DISABILITY.  "Total Permanent Disability" shall
mean a mental or physical disability which, in the opinion of a physician
selected by the Administrative Committee, will prevent a Member from engaging
in any occupation for wage or profit for which the Employee is reasonably
suited by training, education or experience, which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and which:

              (a)  was not contracted, suffered, or incurred while such Member
       was engaged in, or did not result from his having engaged in, a
       felonious criminal enterprise;

              (b)  did not result from alcoholism, addiction to narcotics, or
       any other self-inflicted injury; and

              (c)  did not result from an injury incurred while a member of the
       armed forces of the United States after the effective date of the Plan
       and for which such Member receives a military pension.





                                    I-10
<PAGE>   19
The standards for Total Permanent Disability shall be applied uniformly to all
Employees in similar circumstances.

       1.72  TRUST.  "Trust" shall mean the one or more estates created to fund
this Plan.

       1.73  TRUST FUND.  "Trust Fund" shall mean the cash, bonds, stocks,
insurance policies, and other properties actually held by the Trustee pursuant
to the terms of the Plan for the purpose of funding the benefits provided
hereunder.

       1.74  TRUSTEE.  "Trustee" shall mean collectively one or more persons or
corporations with trust powers which have been appointed by the Sponsor and
have accepted the duties of Trustee and any and all successor or successors
appointed by the Sponsor.

       1.75  VALUATION DATE. "Valuation Date" shall mean each business day of
the Plan Year.

       1.76  WELFARE BENEFIT FUND.  "Welfare Benefit Fund" shall mean a welfare
benefit fund, as defined in Section 419(e) of the Code, maintained by any
Affiliated Employer.





                                    I-11
<PAGE>   20
                                   ARTICLE II
                                    SERVICE


       2.1    YEARS OF ACTIVE SERVICE CREDIT FOR VESTING.  An Employee shall
receive one year of Active Service credit for vesting purposes for each
Computation Period in which he has 1,000 or more Hours of Employment with the
Employer and all Affiliated Employers (or a predecessor employer if the
Employer maintains one or more of the predecessor's plans or that treatment is
required under the Regulations).  The Computation Period for vesting purposes
is the Plan Year.

       2.2  WHEN AN EMPLOYEE SEVERS SERVICE.  An Employee shall sever Service
if he is not credited with at least 501 Hours of Employment with the Employer
and all Affiliated Employers during a Computation Period unless he is credited
with less than 501 Hours of Employment because: (a) he is transferred; (b) he
is on an approved leave of absence that does not exceed 18 months and he
returns to employment immediately following the leave of absence; or (c) he is
temporarily laid off, and he returns to employment immediately following the
temporary layoff.  Solely for the purpose of determining whether an Employee
has severed Service, if the Employee is absent from Service because of her
pregnancy, the birth of her child, his or her receipt of a child through
adoption, or his or her caring for the child immediately after birth or
adoption, he or she shall be entitled to the Hours of Employment that he or she
would have received but for that absence for one year after the absence began.
Eight hours of Service shall be credited for each day of absence.  But, no more
than a total of 501 hours can be credited.  The 501 hours shall be credited to
the Computation Period in which the absence first begins if they shall prevent
a severance from Service in that period; otherwise, the 501 hours shall be
credited to the next Computation Period.

       2.3  PERIODS OF SEVERANCE OF FIVE YEARS OR MORE.  If an Employee is
reemployed after he has incurred a Period of Severance for a continuous period
of at least five years, then any prior Period of Service shall not count as
Active Service for purposes of determining his nonforfeitable interest in his
Account balance accrued prior to the Period of Severance.  If a Member is not
fully vested upon his re-employment with the Employer or an Affiliated
Employer, a new account shall be established for him to separate his
nonforfeitable pre-break account balance, if any, from the account to which new
allocations will be made.  The Member's account to the extent remaining shall
be fully vested and shall continue to share in earnings and losses of the Trust
Fund.  When computing the Member's vested portion of the new account, all
pre-break and post-break Service shall be counted.

       2.4  TRANSFERS.  If an Employee of one Employer is Transferred to the
service of another Employer, his Active Service shall not be interrupted and he
shall continue to be in Active Service for purposes of eligibility, vesting and
allocation of Contributions and/or forfeitures.  If an Employee is transferred
to the service of an Affiliated Employer that has not adopted the Plan he shall
not have Severed Service; however, even though he shall continue to be in
Active Service for eligibility and vesting purposes he shall not receive any
allocation of Contributions or forfeitures.

       2.5  EMPLOYMENT RECORDS CONCLUSIVE.  The employment records of the
Employer shall be conclusive for all determinations of Active Service.





                                      II-1
<PAGE>   21
       2.6  COVERAGE OF CERTAIN PREVIOUSLY EXCLUDED EMPLOYEES.  Any Employee
who is no longer excludable because he or she is no longer included in a unit
of Employees covered by a collective bargaining agreement between the
Employees' representative and the Employer where retirement benefits were the
subject of good faith bargaining shall immediately become eligible for
membership if he meets the eligibility requirements.  All his Service with the
Employer or any Affiliated Employer which would have been counted had he not
been previously excluded shall now be counted as Active Service for eligibility
and vesting purposes.

       2.7  SERVICE CREDIT REQUIRED UNDER FEDERAL LAW.  An Employee shall be
credited with such additional Years of Vesting Service as is required under any
applicable law of the United States.





                                      II-2
<PAGE>   22
                                  ARTICLE III
                         ELIGIBILITY AND PARTICIPATION


       3.1  ELIGIBILITY REQUIREMENTS.  An Employee who is in the Eligible Class
shall become a Member of the Plan on the Entry Date that coincides with or next
follows his attainment of age 21 and the completion of 1,000 or more Hours of
Employment with the Employer and all Affiliated Employers (or a predecessor
employer if the Employer maintains one or more of the predecessor's plans or
that treatment is required under the Regulations) during a Computation Period.
The initial Computation Period for eligibility is the 12-consecutive-month
period starting with the Employee's first day of employment (or reemployment)
for which he is entitled to be credited with one Hour of Employment.  The
eligibility Computation Period then shifts to the Plan Year that includes the
Employee's first anniversary of employment (or reemployment) and remains on
that schedule.  Notwithstanding the foregoing, all Employees who are included
in a unit of Employees covered by a collective bargaining agreement between the
Employees' representative and the Employer shall be excluded, even if they have
met the requirements for eligibility, if there has been good faith bargaining
between the Employer and the Employees' representative pertaining to retirement
benefits and the agreement does not require the Employer to include such
Employees in this Plan.

       3.2    ELIGIBILITY UPON REEMPLOYMENT.  If an Employee severs Service
with the Employer for any reason after fulfilling the eligibility requirements,
the Employee shall be eligible to begin participation in this Plan on the day
he first completes an Hour of Employment upon his return to employment with an
Employer.  Once an Employee has become eligible to be a Member, he shall
continue to be a Member until he severs Service.  A former Member shall become
a Member again upon his return to employment with an Employer.

       3.3    FROZEN PARTICIPATION.  An Employee employed by an Affiliated
Employer that has not adopted this Plan cannot actively participate in this
Plan even though he accrues Active Service.  Likewise, if an Employee:  (a) is
transferred from an Employer to an Affiliated Employer which has not adopted
the Plan or (b) is a Member of this Plan when he is excluded under the
provisions of a collective bargaining agreement, his participation becomes
inactive.  Such a person's Account becomes frozen:  he cannot share in any
allocation of Employer Contributions or forfeitures, except for Periods of
Service in which he is employed by the Employer or an Affiliated Employer that
has adopted the Plan.  However, his Account shall continue to share in any
appreciation or depreciation of the Trust Fund and in any income earned or
losses incurred by the Trust Fund during the period of time that he is employed
by an Affiliated Employer that has not adopted the Plan or is excluded from
covered employment under the provisions of a collective bargaining agreement.





                                     III-1
<PAGE>   23
                                   ARTICLE IV
                                 CONTRIBUTIONS


       4.1  SALARY DEFERRAL CONTRIBUTIONS.  The Employer shall make a Salary
Deferral Contribution in an amount equal to the amount by which its
Members' Considered Compensation was reduced as a result of salary deferral
agreements. Any such salary deferral agreement shall be an agreement in a form
satisfactory to the Administrative Committee to prospectively receive
Considered Compensation from the Employer in a reduced amount and to have the
Employer contribute an amount equal to the amount of the reduction to the Trust
Fund on account of the Member. Any such salary deferral agreement shall be
revocable in accordance with its terms, provided that no revocation shall be
retroactive or permit payment to the Member of the amount required to be
contributed to the Trust Fund. A Member shall be entitled to prospectively
modify his salary deferral agreement at least once a year. A Member's right to
benefits derived from Salary Deferral Contributions made to the Plan on his
behalf shall be nonforfeitable.  The election to have Salary Deferral
Contributions made, the ability to change the rate of Salary Deferral
Contributions, the right to suspend Salary Deferral Contributions, and the
manner of commencing new Salary Deferral Contributions shall be permitted under
any uniform method determined by the Administrative Committee from time to
time.

       4.2  EMPLOYER MATCHING CONTRIBUTIONS.  The Employer shall make an
Employer Matching Contribution in such an amount, and for such period,if any,
as is determined by the Board of Directors in its sole discretion.

       4.3  ROLLOVER CONTRIBUTIONS AND PLAN-TO-PLAN TRANSFERS.  The
Administrative Committee may permit Rollover Contributions by Members and/or
direct transfers to or from another qualified plan on behalf of Members from
time to time.  If Rollover Contributions and/or direct transfers to or from
another qualified plan are permitted, the opportunity to make those
contributions and/or direct transfers must be made available to Members on a
nondiscriminatory basis.  For this purpose only, all Employees in the Eligible
Class shall be considered to be Members of the Plan even though they may not
have met the eligibility requirements.  However, they shall not be entitled to
elect to have Salary Deferral Contributions made or to share in Employer
Contributions or forfeitures unless and until they have met the requirements
for eligibility, contributions and allocations.  A Rollover Contribution shall
not be accepted unless it is directly rolled over to this Plan in a rollover
described in Section 401(a)(31) of the Code.  A Member shall not be permitted
to make a Rollover Contribution if the property he intends to contribute is for
any reason unacceptable to the Trustee.  A Rollover Contribution Account shall
be established for any Employee who makes a Rollover Contribution.

       A direct transfer of assets from another qualified plan in a transfer
subject to the requirements of Section 414(l) of the Code shall not be accepted
if it was at any time part of (a) a defined benefit plan (as defined in Section
401(a) or 414(j) of the Code), (b) a defined contribution plan (as defined in
Sections 401(a) and 414(i) of the Code) which is subject to the minimum funding
standards of Section 412 of the Code, (c) any other qualified plan which has
joint and survivor annuity benefits or qualified preretirement survivor annuity
benefits as described in Section 417 of the Code, or (d) a plan which permits a
distribution or withdrawal in a form not permitted under this Plan.





                                      IV-1
<PAGE>   24
       4.4  QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS.  The Employer may
make a Qualified Nonelective Employer Contribution in such amount, if any, as
shall be determined by the Employer.  A Member's right to benefits derived from
Qualified Nonelective Employer Contributions made to the Plan on his behalf
shall be nonforfeitable.  In no event will Qualified Nonelective Employer
Contributions be distributed before Salary Deferral Contributions may be
distributed

       4.5  RESTORATION CONTRIBUTIONS.  The Employer shall, for each Calendar
Quarter, make a Restoration Contribution in an amount equal to the sum of (a)
such amount, if any, as shall be necessary to fully restore all Employer
Matching Contribution Accounts required to be restored pursuant to the
provisions of Section 5.9, after application of all forfeitures and any
appreciation in the value of the Trust Fund available for such restoration;
plus (b) an amount equal in value to the value of forfeited benefits described
in and payable under Section 9.11.

       4.6  LIMITATION UPON SALARY DEFERRAL CONTRIBUTIONS.  The maximum Salary
Deferral Contribution that a Member may elect to have made on his behalf during
the Member's taxable year may not, when added to the amounts deferred under
other plans or arrangements described in Sections 401(k), 408(k) and 403(b) of
the Code exceed $7,000 (as adjusted by the Secretary of Treasury).  If this
dollar limitation is exceeded during any taxable year of the Member, the excess
of the amounts deferred on behalf of the Member under plans or arrangements
described in Sections 401(k), 408(k) and 403(b) of the Code during the Member's
taxable year over the dollar limitation (the "Excess Deferral") as adjusted by
any earnings or losses thereon will be distributed to the Member no later than
April 15 following the Member's taxable year in which the Excess Deferral was
made.

       A Member who has Excess Deferrals for a taxable year may receive a
corrected distribution of Excess Deferrals during the same year, if the Member
designates the distribution as an Excess Deferral.  A Member shall be deemed to
have designated the distribution as an Excess Deferral to the extent the Member
has Excess Deferrals for the taxable year calculated by taking into account
only elective deferrals under the Plan and other plans of the Affiliated
Employers.  The correcting distribution shall be made after the date on which
the Plan received the Excess Deferral.  The Plan shall designate the
distribution as a distribution of Excess Deferrals.

       If any amount is included in the gross income of a Member for a taxable
year because his Excess Deferrals exceeded the limitations set forth in this
Section 4.6, the Member may notify the Administrative Committee of the amount
of the Excess Deferrals received by the Plan.  A Member shall be deemed to have
notified the Administrative Committee of Excess Deferrals to the extent the
Member has Excess Deferrals for the taxable year, calculated by taking into
account only Elective Deferrals under the Plan and other plans of the
Affiliated Employers.  Not later than the first April 15 following the close of
the taxable year, the Plan Trustee shall distribute to the Member the amount
designated under the preceding provisions of this Section (and any income
allocable to that amount).  The income allocable to that amount shall be
determined by multiplying the Investment Gain or Loss for the taxable year of
the Member allocable to the Member's Salary Deferral Contribution by a
fraction.  The numerator of the fraction is the Excess Deferrals by the Member
for the taxable year.  The denominator of the fraction is the Member's Salary
Deferral Account as of the beginning of the taxable year, plus the Member's
Salary Deferral Contributions for the taxable year.





                                      IV-2
<PAGE>   25
       For purposes of applying the requirements of Section 4.7 and Article
VII, Excess Deferrals shall not be disregarded merely because they are Excess
Deferrals or because they are distributed in accordance with this Section.
However, Excess Deferrals made to the Plan on behalf of Non-Highly Compensated
Employees are not to be taken into account under Section 4.7.

       4.7  ACTUAL DEFERRAL PERCENTAGE TEST.  The Actual Deferral Percentage
for Highly Compensated Employees for any Plan Year must bear a relationship to
the Actual Deferral Percentage for all other eligible Employees for the Plan
Year which meets either of the following tests:

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

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

For purposes of this test an eligible Employee is an Employee who is directly
or indirectly eligible to make Salary Deferral Contributions for all or part of
the Plan Year.  A person who is suspended from making Salary Deferral
Contributions because he has made a withdrawal is an eligible Employee.  Except
as provided below, an Employee who would be eligible to make Salary Deferral
Contributions but for his election not to participate is an eligible Employee.
An Employee is not an eligible Employee merely because the Employee, upon
commencing employment with an Affiliated Employer or upon the Employee's first
becoming eligible to make a cash or deferred election under any plan of an
Affiliated Employer is given a one-time opportunity to elect, and the employee
does in fact elect, not to be eligible to make a cash or deferred election
under any plan maintained by an Affiliated Employer (including plans not yet
established) for the duration of the Employee's employment with the Affiliated
Employer.  In addition, an Employee who would be eligible to make a Salary
Deferral Contribution but for the limitations on his Annual Additions imposed
by Sections 415 of the Code is an eligible Employee.

       If no Salary Deferral Contributions are made for an eligible Employee,
the Actual Deferral Ratio that shall be included for him in determining the
Actual Deferral Percentage is zero.  If this Plan and any other plan or plans
which include cash or deferred arrangements are considered as one plan for
purposes of Section 401(a)(4) or 410(b) of the Code, the cash or deferred
arrangements included in this Plan and the other plans shall be treated as one
plan for purposes of this Section.  If any Member who is a Highly Compensated
Employee is a participant in any other cash or deferred arrangements of the
Employer, when determining the deferral percentage of such Member, all such
cash or deferred arrangements are treated as one.

       A Salary Deferral Contribution will be taken into account under the
actual deferral percentage test of Code Section 401(k) and this Section for a
Plan Year only if it relates to Considered Compensation that either would have
been received by the Employee in the Plan Year (but for the





                                      IV-3
<PAGE>   26
deferral election) or is attributable to services performed by the Employee in
the Plan Year and would have been received by the Employee within 2 1/2 months
after the close of the Plan Year (but for the deferral election).  In addition,
a Section 401(k) Contribution will be taken into account under the actual
deferral percentage test of Code Section 401(k) and this Section for a Plan
Year only if it is allocated to an Employee as of a date within that Plan Year.
For this purpose a Section 401(k) Contribution is considered allocated as of a
date within a Plan Year if the allocation is not contingent on participation or
performance of services after such date and the Section 401(k) Contribution is
actually paid to the Trust no later than 12 months after the Plan Year to which
the Section 401(k) Contribution relates.

       4.8  ACTUAL DEFERRAL PERCENTAGE FAIL SAFE PROVISION.  As soon as
practicable after the close of each Plan Year, the Administrative Committee
shall determine whether the Actual Deferral Percentage for the Highly
Compensated Employees would exceed the limitation set forth in Section 4.7.  If
the limitation would be exceeded for a Plan Year, before the close of the
following Plan Year (a) the amount of Excess 401(k) Contributions for that Plan
Year (and any income allocable to those contributions as calculated in the
specific manner required by Section 4.14) shall be distributed, or (b) the
Employer may make a Qualified Nonelective Employer Contribution which it elects
to have treated as a Section 401(k) Contribution.

       Qualified Nonelective Employer Contributions will be treated as Section
401(k) Contributions only if the conditions described in Regulation Section
1.401(k)-1(b)(5) are satisfied.  Qualified Nonelective Employer Contributions
will be treated as Section 401(k) Contributions for a Plan Year only if they
are allocated to Members' Accounts as of a date within that Plan Year and are
actually paid to the Trust no later than the end of the 12-month period
immediately following the Plan Year to which the contributions relate.

       Any distributions of the Excess 401(k) Contributions for any Plan Year
are to be made to Highly Compensated Employees on the basis of the respective
portions of the Excess 401(k) Contributions attributable to each of them.  The
amount of Excess 401(k) Contributions to be distributed or recharacterized for
any Plan Year must be reduced by any excess Salary Deferral Contributions
previously distributed for the taxable year ending in the same Plan Year.

       4.9  SPECIAL ACTUAL DEFERRAL PERCENTAGE RULES FOR FAMILY MEMBERS.  If a
Member is a Highly Compensated Employee and a Family Member, the combined
Actual Deferral Ratio for the family group (which is treated as one Highly
Compensated Employee) must be determined by combining the Section 401(k)
Contributions and Annual Compensation of all the eligible Family Members.  If
an Employee is required to be aggregated as a member of more than one family
group in the Plan, all eligible Employees who are members of those family
groups that include that Employee are aggregated as one family group.  The
correction of Excess 401(k) Contributions of a Highly Compensated Employee
whose Actual Deferral Ratio is determined under the family aggregation rules is
accomplished by reducing the Actual Deferral Ratio and allocating the Excess
401(k) Contributions for the family group among the Family Members in
proportion to the Section 401(k) Contributions of each Family Member that is
combined to determine the Actual Deferral Ratio.  These family aggregation
rules do not apply for purposes of determining the Actual Deferral Percentage
for the group of Non-Highly Compensated Employees.





                                      IV-4
<PAGE>   27
       4.10  CONTRIBUTION PERCENTAGE TEST.  The Contribution Percentage for
eligible Highly Compensated Employees for any Plan Year must not exceed the
greater of the following:

              (a)  The Contribution Percentage for all other eligible Employees
       multiplied by 1.25; or

              (b)  The lesser of the Contribution Percentage for all other
       eligible Employees multiplied by two, or the Contribution Percentage for
       all other eligible Employees plus two percentage points.

For purposes of this test an eligible Employee is an Employee who is directly
or indirectly eligible to receive an allocation of Employer Matching
Contributions for all or part of the Plan Year.  Except as provided below, an
Employee who would be eligible to receive an allocation of Employer Matching
Contributions but for his election not to participate is an eligible Employee.
An Employee who would be eligible to receive an allocation of Matching Employer
Contributions but for the limitations on his Annual Additions imposed by
Section 415 of the Code is an eligible Employee.

       If no Section 401(m) Contributions are made on behalf of an eligible
Employee the Actual Contribution Ratio that shall be included for him in
determining the Contribution Percentage is zero.  If this Plan and any other
plan or plans to which Section 401(m) Contributions are made are considered as
one plan for purposes of Section 401(a)(4) or 410(b) of the Code, this Plan and
those plans are to be treated as one.  The Actual Contribution Ratio of a
Highly Compensated Employee who is eligible to participate in more than one
plan of an Affiliated employer to which employee or matching contributions are
made is calculated by treating all the plans in which the Employee is eligible
to participate as one plan.  However, plans that are not permitted to be
aggregated under Regulation Section 1.410(m)-1(b)(3)(ii) are not aggregated for
this purpose.

       An Employer Matching Contribution will be taken into account under this
Section for a Plan Year only if (1) it is allocated to the Employee's Account
as of a date within the Plan Year, (2) it is paid to the Trust no later than
the end of the 12 month period beginning after the close of the Plan Year, and
(3) it is made on behalf of an Employee on account of his Salary Deferral
Contributions for the Plan Year.

       At the election of the Employer, a Member's Salary Deferral
Contributions, and Qualified Nonelective Employer Contributions made on behalf
of the Member during the Plan Year shall be treated as Section 401(m)
Contributions that are Employer Matching Contributions provided that the
conditions set forth in Regulation Section 1.401(m)-1(b)(5) are satisfied.
Salary Deferral Contributions may not be treated as Employer Matching
Contributions for purposes of the contribution percentage test set forth in
this Section unless such contributions, including those taken into account for
purposes of the test set forth in this Section, satisfy the actual deferral
percentage test set forth in Section 4.7.  Moreover, Salary Deferral
Contributions and Qualified Nonelective Employer Contributions may not be taken
into account for purposes of the test set forth in this Section to the extent
that such contributions are taken into account in determining whether any other
contributions satisfy the actual deferral percentage test set forth in Section
4.7.  Finally, Salary Deferral Contributions and Qualified Nonelective Employer
Contributions may be taken into account





                                      IV-5
<PAGE>   28
for purposes of the test set forth in this Section only if they are allocated
to the employee's Account as of a date within the Plan Year being tested within
the meaning of Regulation Section 1.401(k)-1(b)(4).

       4.11  CONTRIBUTION PERCENTAGE FAIL SAFE PROVISION.  If the limitation
set forth in Section 4.10 would be exceeded for any Plan Year, before the close
of the following Plan Year (a) the amount of the Excess Aggregate 401(m)
Contributions for that Plan Year (and any income allocable to those
Contributions as calculated in the manner set forth in Section 4.13) shall be
either distributed, or forfeited to the extent they are not vested, or (b) the
Employer may make a Qualified Nonelective Employer Contribution which it elects
to have treated as a Section 401(m) Contribution.  Any distributions of the
Excess Aggregate 401(m) Contributions for any Plan Year are to be made to
Highly Compensated Employees on the basis of the respective portions of the
amounts attributable to each of them.  Forfeitures of Excess Aggregate 401(m)
Contributions shall be allocated to Members who are Non-Highly Compensated
Employees as if such contributions were additional Employer Matching
Contributions for the Plan Year.

       4.12  SPECIAL CONTRIBUTION PERCENTAGE RULES FOR FAMILY MEMBERS.  If a
Member is a Highly Compensated Employee and a Family Member, the combined
Actual Contribution Ratio for the family group (which is treated as one Highly
Compensated Employee) shall be determined by combining the Section 401(m)
Contributions and Annual Compensation of all the eligible Family Members.  If
an Employee is required to be aggregated as a member of more than one family
group in the Plan, all eligible Employees who are members of those family
groups that include that Employee shall be aggregated as one family group.  The
correction of Excess 401(m) Contributions of a Highly Compensated Employee
whose Actual Contribution Ratio is determined under the family aggregation
rules shall be accomplished by reducing the Actual Contribution Ratio and
allocating the Excess Aggregate 401(m) Contributions for the family group among
the Family Members in proportion to the Section 401(m) Contributions of each
Family Member that is aggregated to determine the Actual Contribution Ratio.
The family aggregation rules do not apply for purposes of determining the
Actual Contribution Percentage for the group of Non-Highly Compensated
Employees.

       4.13  INCOME ALLOCABLE TO EXCESS 401(K) CONTRIBUTIONS AND EXCESS
AGGREGATE 401(M) CONTRIBUTIONS.  The income allocable to Excess 401(k)
Contributions for the Plan Year shall be determined by multiplying the income
for the Plan Year allocable to Section 401(k) Contributions by a fraction.  The
numerator of the fraction shall be the amount of Excess 401(k) Contributions
made on behalf of the Member for the Plan Year.  The denominator of the
fraction shall be the Member's total Account balance attributable to Section
401(k) Contributions as of the beginning of the Plan Year plus the Member's
Section 401(k) Contributions for the Plan Year.  The income allocable to Excess
Aggregate 401(m) Contributions for a Plan Year shall be determined by
multiplying the income for the Plan Year allocable to Section 401(m)
Contributions by a fraction.  The numerator of the fraction shall be the amount
of Excess Aggregate 401(m) Contributions made on behalf of the Member for the
Plan Year.  The denominator of the fraction shall be the Member's total Account
balance attributable to Section 401(m) Contributions as of the beginning of the
Plan Year plus the Member's Section 401(m) Contributions for the Plan Year.





                                      IV-6
<PAGE>   29
       4.14  ADDITIONAL REQUIRED TEST IF ALTERNATIVE COMPLIANCE IS USED.  If
the second alternative permitted in Sections 4.7 and 4.10 is used for both the
Actual Deferral Percentage test and the Contribution Percentage test the
following additional limitation on Salary Deferral Contributions shall apply.
The Actual Deferral Percentage plus the Contribution Percentage of the eligible
Highly Compensated Employees cannot exceed the greater of (a) or (b), where

              (a)  is the sum of:

                     (i)  1.25 times the greater of the Actual Deferral
              Percentage or the Contribution Percentage of the eligible
              Non-Highly Compensated Employees, and

                     (ii)  the lesser of (x) two percentage points plus the
              lesser of the Actual Deferral Percentage or the Contribution
              Percentage of the eligible Non-Highly Compensated Employees or
              (y) two times the lesser of the Actual Deferral Percentage or the
              Contribution Percentage of the group of eligible Non-Highly
              Compensated Employees; and

              (b)  is the sum of:

                     (i)  1.25 times the lesser of the Actual Deferral
              Percentage or the Contribution Percentage of the eligible
              Non-Highly Compensated Employees, and

                     (ii)  the lesser of (x) two percentage points plus the
              greater of the Actual Deferral Percentage or the Contribution
              Percentage of the eligible Non-Highly Compensated Employees or
              (y) two times the greater of the Actual Deferral Percentage or
              the Contribution Percentage of the group of eligible Non-Highly
              Compensated Employees.

       If the limitation would be exceeded for any Plan Year, before the close
of the following Plan Year the Actual Deferral Percentage or Contribution
Percentage of the eligible Highly Compensated Employees, or a combination of
both, shall be reduced by distributions made in the manner described in the
Regulations.  These distributions shall be in addition to and not in lieu of
distributions required for Excess 401(k) Contributions and Excess Aggregate
401(m) Contributions.

       4.15  NONDEDUCTIBLE CONTRIBUTIONS PROHIBITED.  Notwithstanding any other
provision of the Plan, no Employer shall make any contribution that would be a
"nondeductible contribution" within the meaning of Section 4972 of the Code.

       4.16  FORM OF PAYMENT OF CONTRIBUTIONS.  Contributions may be paid to
the Trustee either in cash or in qualifying employer securities (as such term
is defined in Section 407(d) of ERISA) or any combination thereof, provided
that payment may not be made in any form constituting a prohibited transaction
under Section 4975 of the Code or Section 406 of ERISA.

       4.17  DEADLINE FOR PAYMENT OF EMPLOYER CONTRIBUTIONS.  The Employer's
Salary Deferral Contribution and Employer Matching Contribution shall be paid
to the Trustee in installments. The





                                      IV-7
<PAGE>   30
installment for each payroll period shall be paid within 60 days after the end
of the Calendar Quarter in which such payroll period ends, and shall be in an
amount equal to the amount by which all Members' Considered Compensation was
reduced pursuant to salary deferral agreements (as described in Section 4.2)
for such period, plus the amount of the Employer Matching Contribution for such
period. The Qualified Nonelective Employer Contributions of the Employer for
each Plan Year shall be paid to the Trustee in one or more installments, as the
Employer may from time to time determine; provided, however, that the Qualified
Nonelective Employer Contribution may be paid not later than the time
prescribed by law (including extensions thereof) for filing the Employer's
income tax return for its taxable year ending with or within such Plan Year.





                                      IV-8
<PAGE>   31
                                   ARTICLE V
                     ALLOCATIONS AND VALUATION OF ACCOUNTS


       5.1  INFORMATION STATEMENTS FROM EMPLOYER.  As soon as practical after
the last day of each Calendar Quarter, the Employer shall provide the
Administrative Committee with a schedule setting forth the amount of its Salary
Deferral Contribution, Employer Matching Contribution, Qualified Nonelective
Employer Contribution, and Restoration Contribution; the names of its Members,
the number of Years of Vesting Service of each of its Members, the amount of
Considered Compensation paid to each Member, and the amount of Considered
Compensation paid to all its Members. Such schedules shall be conclusive
evidence of such facts.

       5.2  ALLOCATION OF SALARY DEFERRAL CONTRIBUTION.  The Administrative
Committee shall allocate the Employer's Salary Deferral Contribution among the
Employer's Members by allocating to each such Member the amount by which his
Considered Compensation was reduced pursuant to a salary deferral agreement (as
described in Section 4.2) and shall credit each such Member's share to the
Member's Salary Deferral Contribution Account.

       5.3  ALLOCATION OF EMPLOYER MATCHING CONTRIBUTION.  The Administrative
Committee shall separately allocate the Employer Matching Contribution among
the Employer's Members in the proportion which the Matched Salary Deferral
Contributions of each such Member bears to the total Matched Salary Deferral
Contributions of all such Members.  Each Member's proportionate share shall be
credited to his Employer Matching Contribution Account.

       5.4  ALLOCATION OF QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTION.  The
Administrative Committee shall separately allocate the Qualified Nonelective
Employer Contribution among the Non-Highly Compensated Employees who are
Members based upon each such Member's Considered Compensation as compared to
the Considered Compensation of all such Members.

       5.5    ALLOCATION OF DIVIDENDS ON SPONSOR STOCK.  Cash and Sponsor Stock
dividends paid with respect to Sponsor Stock shall be allocated among the
Members and former Members with Account balances in proportion to the number of
shares of Sponsor Stock (of the class with respect to which the dividend is
paid) allocated to Member's or former Member's Employer Matching Contribution
Account as of the record date for the dividend.

       5.6    SPONSOR STOCK SPLITS.  If the shares of Company Stock are
subdivided, the additional shares acquired by the Trustee upon the subdivision
will be allocated among the Members and former Members with Account balances in
proportion to the number of shares of Sponsor Stock (of the class with respect
to which the subdivision is made) allocated to the Member's or former Member's
Employer Matching Contribution Account as of the record date for the
subdivision.

       5.7  VALUATION OF ACCOUNTS.  A Member's or former Member's Accounts
shall be valued at fair market value on each Valuation Date.  The earnings and
losses attributable to any asset in the Trust Fund will be allocated solely to
the Account of the Member or former Member on whose behalf the investment in
the asset was made.  In determining the fair market value of the Members' or
former





                                      V-1
<PAGE>   32
Member's Accounts, the Trustee shall utilize such sources of information as it
may deem reliable including, but not limited to, stock market quotations,
statistical evaluation services, newspapers of general circulation, financial
publications, advice from investment counselors or brokerage firms, or any
combination of sources which in the opinion of the Trustee will provide the
price such assets were last traded at on a registered stock exchange; provided,
however, that with respect to regulated investment company shares, the Trustee
shall rely exclusively on information provided to it by the investment adviser
to such funds.

       5.8  ALLOCATION OF FORFEITURES.  As of the last day of each Calendar
Quarter the Trustee shall determine the total amount of forfeitures arising
under the Plan during the Calendar Quarter then ended.  As soon as practicable
after the last day of the Calendar Quarter such forfeitures and Investment Gain
or Loss thereon shall first be applied to restore any Employer Matching
Contribution Account required to be restored under the provisions of Section
5.9.  Any remaining forfeitures and Investment Gain or Loss thereon
attributable to such Calendar Quarter shall be applied during each succeeding
Calendar Quarter to restore Accounts required to be restored during succeeding
Calendar Quarters; provided, however, that any forfeitures and Investment Gain
or Loss thereon that have not been applied to reinstate Accounts by the last
day of the Plan Year during which such forfeitures arose shall be allocated to
the Members (without regard to which Employer contributed the amount forfeited)
for the Plan Year in the manner provided in Section 5.3 as if such forfeitures
and Investment Gain or Loss thereon were part of the Employer Matching
Contribution for the Plan Year.

       5.9  RESTORATION OF FORFEITED AMOUNTS.  If a Member or former Member who
forfeited any portion of his Employer Matching Contribution Account pursuant to
the provisions of Section 8.4 resumes employment covered under the Plan, then
the following provisions shall apply:

              (a)  REPAYMENT REQUIREMENT.  The Member's Employer Matching
       Contribution Account shall be restored if he repays to the Trustee the
       full amount of any distribution from the Employer Matching Contribution
       Account with respect to which the forfeiture arose. Such repayment must
       be made prior to the earlier of (a) the date on which he incurs a Period
       of Severance of five years, or (b) the fifth anniversary of the first
       date on which the Member is subsequently re-employed by the Employer.

              (b)  MEMBERS WITH NO VESTED INTEREST.  If a Member or former
       Member who forfeited any portion of his Employer Matching Contribution
       Account pursuant to the provisions of Section 8.4 received no
       distribution from his Employer Matching Contribution Account as a result
       of his termination of participation in the Plan (because his vested
       percentage was zero), that Account will be restored if, and only if, he
       resumes employment covered under the Plan prior to incurring a Period of
       Severance of five years.

              (c)  AMOUNT RESTORED.  The amount to be restored under the
       preceding provisions of this Section shall be the dollar value of the
       amount in the Member's Employer Matching Contribution Account, both the
       amount distributed and the amount forfeited, unadjusted by any
       subsequent gains or losses. The Member's Employer Matching Contribution
       Account balance shall be restored as soon as administratively
       practicable after the later of the date the Member resumes employment
       covered under the Plan or the date on which any required





                                      V-2
<PAGE>   33
       repayment is completed.  No distribution shall be made to a Member from
       his Employer Matching Contribution Account as a result of a prior
       Separation from service after the restoration of such Account has been
       effectuated.

              (d)  NO OTHER BASIS FOR RESTORATION.  Except as otherwise
       provided above, a Member's Employer Matching Contribution Account shall
       not be restored upon resumption of employment covered by the Plan. Any
       portion of the Trust Fund attributable to Years of Service prior to
       resumption of employment by a Member whose Employer Matching
       Contribution Account has not been restored shall be held and distributed
       in accordance with applicable provisions of the Plan and elections made
       thereunder. A separate Employer Matching Contribution Account shall be
       established and maintained for Employer Matching Contributions allocable
       to such a Member after his resumption of employment covered by the Plan.

       5.10  NO VESTING UNLESS OTHERWISE PRESCRIBED.  No allocations,
adjustments, credits, or transfers shall ever vest in any Member or former
Member any right, title, or interest in the Trust Fund except at the times and
upon the terms and conditions herein set forth.





                                      V-3
<PAGE>   34
                                   ARTICLE VI
                           LIMITATIONS ON ALLOCATIONS


       6.1  BASIC LIMITATION.  The Annual Additions which may be credited to a
Member's Accounts under this Plan for any Limitation Year will not exceed the
Maximum Permissible Amount reduced by the Annual Additions credited to a
Member's Account for the same Limitation Year under any other qualified defined
contribution plans, Welfare Benefit Funds, and Individual Medical Accounts
maintained by any Affiliated Employer.  If the Annual Additions with respect to
the Member under such other plans, funds, and accounts are less than the
Maximum Permissible Amount and the Employer Contribution that would otherwise
be contributed or allocated to the Member's Accounts under this Plan would
cause the Annual Additions for the Limitation Year to exceed this limitation,
the amount contributed or allocated will be reduced so that the Annual
Additions under all such plans, funds, and accounts for the Limitation Year
will equal the Maximum Permissible Amount. If the Annual Additions with respect
to the Member under such other plans, funds, and accounts in the aggregate are
equal to or greater than the Maximum Permissible Amount, no amount will be
contributed or allocated to the Member's Account under this Plan for the
Limitation Year.

       6.2  ESTIMATION OF MAXIMUM PERMISSIBLE AMOUNT.   Prior to determining
the Member's actual Annual Compensation for the Limitation Year, the Employer
may determine the Maximum Permissible Amount on the basis of a reasonable
estimation of the Member's Annual Compensation for such Limitation Year,
uniformly determined for all Members similarly situated.  As soon as is
administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year shall be determined on the basis of
the Member's actual Annual Compensation for such Limitation Year.

       6.3  ATTRIBUTION OF EXCESS AMOUNTS.  If, pursuant to Section 6.2 or as a
result of the allocation of forfeitures, or for any other reason permitted by
the Internal Revenue Service, a Member's Annual Additions under this Plan and
all such other plans, funds, and accounts result in an Excess Amount, such
Excess Amount shall be deemed to consist of the Annual Additions last
allocated, except that Annual Additions attributable to a Welfare Benefit Fund
or Individual Medical Account will be deemed to have been allocated first
regardless of the actual allocation date.  If an Excess Amount was allocated to
a Member's Account on an allocation date of this Plan which coincides with an
allocation date of another plan, the Excess Amount attributed to this Plan will
be the product of:

              (a)  the total Excess Amount allocated as of such date, times

              (b)  the ratio of (i) the Annual Additions allocated to the
       Member's Account for the Limitation Year as of such date under this
       Plan, to (ii) the total Annual Additions allocated to the Member's
       Accounts for the Limitation Year as of such date under all qualified
       defined contribution plans.

       6.4  TREATMENT OF EXCESS AMOUNTS.  If an Excess Amount attributed to
this Plan is held or contributed as a result of the allocation of forfeitures,
reasonable error in estimating a Member's





                                      VI-1
<PAGE>   35
Considered Compensation, reasonable error in calculating the maximum Salary
Deferral Contribution that may be made with respect to a Member under Section
415 of the Code or because of any other facts and circumstances which the
Commissioner of Internal Revenue finds to be justified, the Excess Amount shall
be reduced as follows:

              (a)  If the Member is in the Eligible Class at the end of the
       Limitation Year, then such Excess Amounts shall not be distributed to
       the Member, but shall be reallocated to a suspense account and shall be
       reapplied to reduce future Employer Contributions (including any
       allocation of forfeitures) under this Plan for such Member in the next
       Limitation Year, and for each succeeding Limitation Year, if necessary.

              (b)  If, after application of paragraph (a) of this Section, an
       Excess Amount still exists, and the Member is not in the Eligible Class
       at the end of the Limitation Year, then such Excess Amounts in the
       Member's Accounts shall not be distributed to the Member, but shall be
       reallocated to a suspense account and shall be reapplied to reduce
       future Employer Contributions (including allocation of any forfeitures),
       for all remaining Members in the next Limitation Year and each
       succeeding Limitation Year if necessary.

              (c)  If a suspense account is in existence at any time during the
       Limitation Year pursuant to this Section, it will not participate in the
       allocation of the Trust Fund's investment gains and losses.  If a
       suspense account is in existence at any time during a particular
       Limitation Year, all amounts in the suspense account must be allocated
       and reallocated to Members' Accounts before any Employer Contribution
       may be made to the Plan for that Limitation Year.  Excess Amounts may
       not be distributed to Members or former Members.  If the Plan is
       terminated while a suspense account described in this Section is in
       existence, the amount in such suspense account shall revert to the
       Employer(s) to which it is attributable.

       6.5  MEMBERS PARTICIPATING IN QUALIFIED DEFINED BENEFIT PLAN.  If any
Affiliated Employer maintains, or at any time maintained, a qualified defined
benefit plan covering any Member in this Plan, the sum of the Member's Defined
Benefit Fraction and Defined Contribution Fraction will not exceed 1.0 in any
Limitation Year.  The Annual Additions credited to any such Member's Accounts
under this Plan in any Limitation Year will be limited as necessary to meet the
limitations of this Section.





                                      VI-2
<PAGE>   36
                                  ARTICLE VII
                             TOP-HEAVY REQUIREMENTS


       7.1  APPLICATION.  The requirements described in this Article will apply
to each Plan Year that this Plan is determined to be a Top-Heavy Plan under the
test set out in the following Section.

       7.2  TOP-HEAVY TEST.  If on the Determination Date the total of the
Accounts of Key Employees in the Plan exceeds 60 percent of the total of the
Accounts of all Employees in the Plan, this Plan will be a Top-Heavy Plan for
that Plan Year.  In addition, if this Plan is required to be included in an
Aggregation Group and that group is a top-heavy group, this Plan will be
treated as a Top-Heavy Plan.  An Aggregation Group is a top-heavy group if on
the Determination Date the sum of (a) the present value of the cumulative
accrued benefits for Key Employees under all defined benefit plans in the
Aggregation Group plus (b) the total of all of the accounts of Key Employees
under all defined contribution plans in the Aggregation Group is more than 60
percent of a similar sum determined for all employees covered in the
Aggregation Group.  In determining the present value of the accumulated accrued
benefits for any Employee or the amount in the account of any Employee, the
value or amount will be increased by all distributions made to or for the
benefit of the Employee under the Plan during the five-year period ending on
the Determination Date.  All rollover contributions made by the Employee to the
Plan will not be considered by the Plan for either test.  If an Employee is a
Non-Key Employee under the Plan for the Plan Year but was a Key Employee under
the Plan for another prior Plan Year, his account will not be considered.
Benefits will not be taken into account in determining the top-heavy ratio for
any Employee who has not performed services for the Employer during the last
five-year period ending on the Determination Date.  For purposes of computing
the top-heavy ratio, the valuation date of the Plan shall be the last day of
each Plan Year.  For purposes of establishing present value to compute the top-
heavy ratio, any benefit shall be discounted only for mortality and interest
based on an interest rate of eight percent and the 1983 IAM mortality table
without setback.

       7.3  VESTING RESTRICTIONS IF PLAN BECOMES TOP-HEAVY.  If a Member has at
least one Hour of Service during a Plan Year when the Plan is a Top-Heavy Plan,
he will either vest under the normal vesting provisions of the Plan or under
the Top-Heavy vesting schedule set forth below in this Section, whichever is
more favorable.  If the Plan ceases to be a Top-Heavy Plan, this requirement
will no longer apply, and the normal vesting provisions of the Plan will be
applicable to all subsequent contributions by the Employers.  However, a Member
who has at least three Years of Vesting Service at the time that the Plan
ceases to be a Top-Heavy Plan will continue to vest under the Top-Heavy vesting
schedule or the normal vesting provisions of the Plan, whichever is more
favorable.  The Top-Heavy vesting schedule is:





                                     VII-1
<PAGE>   37

<TABLE>
<CAPTION>
              Years of Active Service                               Vested Percentage
              -----------------------                               -----------------
                    <S>                                                   <C>
                    Less than 2                                              0%
                         2                                                  20%
                         3                                                  40%
                         4                                                  60%
                         5                                                  80%
                         6                                                 100%
</TABLE>


       7.4  MINIMUM CONTRIBUTION IF PLAN BECOMES TOP-HEAVY.  For any Plan Year
during which the Plan is a Top-Heavy Plan, the Employer Contributions and
forfeitures allocated on behalf of any Member who is not a Key Employee shall
not be less than the lesser of (a) three percent of such Member's Annual
Compensation, or (b) in the case where no Affiliated Employer has a defined
benefit plan that designates this Plan to satisfy Section 401 of the Code, the
largest percentage of Employer Contributions and forfeitures, as a percentage
of the Key Employee's Annual Compensation, allocated on behalf of any Key
Employee for that Plan Year.  Each Employee who is eligible to be a Member and
is employed by any Affiliated Employer on the last day of the Plan Year shall
be entitled to receive an allocation under this Section, regardless of whether
he has made any Required Employee Contributions, whether his Annual
Compensation is less than a stated amount, or whether he has completed any
minimum number of Hours of Service during the Plan Year.  All defined
contribution plans required to be included in the Aggregation Group will be
treated as one plan for purposes of meeting the three percent minimum, unless
this Plan is also required to be included in an Aggregation Group which
includes a defined benefit plan and this Plan enables that defined benefit plan
to meet the requirements of Sections 401(a)(4) or 410 of the Code.  Salary
Deferral Contributions and Employer Matching Contributions made on behalf of
Key Employees are included in determining the highest rate of Employer
Contributions.  Salary Deferral Contributions and Employer Matching
Contributions made on behalf of Non-Key Employees are not included for that
purpose.  Salary Deferral Contributions that may be treated as Section 401(k)
Contributions or Section 401(m) Contributions made on behalf of Non-Key
Employees may not be included in determining the minimum contribution required
under this Section to the extent that they are treated as Section 401(m)
Contributions or Section 401(k) Contributions for purposes of the Actual
Deferral Percentage test or the Contribution Percentage test.

       7.5  DISREGARD OF GOVERNMENT PROGRAMS.  If this Plan is a Top-Heavy
Plan, it must meet the vesting and benefit requirements described in this
Article without taking into account contributions or benefits under Chapter 2
of the Code (relating to the tax on self-employment income), Chapter 21 of the
Code (relating to the Federal Insurance Contributions Act), Title II of the
Social Security Act, or any other Federal or State law.

       7.6  COVERAGE UNDER MULTIPLE TOP-HEAVY PLANS.  If a Non-Key Employee is
covered by both a Top-Heavy defined contribution plan and a defined benefit
plan, he will receive the defined benefit minimum, offset by the benefits
provided under the defined contribution plan.





                                     VII-2
<PAGE>   38
       7.7  RESTRICTIONS IF PLAN BECOMES SUPER TOP-HEAVY.  If the Plan is
determined to be a Top-Heavy Plan, the number "1.00" shall be substituted for
the number "1.25" when applying the limitations of Section 415 of the Code to
this Plan, unless the Plan would not be a Top-Heavy Plan if "90 percent" were
substituted for "60 percent" and the Employer Contribution for the Plan Year
for each Non-Key Employee who is a Member is not less than four percent of the
Member's Annual Compensation.





                                     VII-3
<PAGE>   39
                                  ARTICLE VIII
                     BENEFITS AND EVENTS ENTITLING MEMBERS
                          TO DISTRIBUTION OF BENEFITS


       8.1  VALUATION OF ACCOUNTS FOR WITHDRAWALS AND DISTRIBUTIONS.  For the
purpose of making a distribution or withdrawal, a Member's or former Member's
Accounts shall be the value of his Accounts on the Valuation Date which is
coincident with the distribution or withdrawal.  However, for purposes of
making a distribution or withdrawal of the Member's or former Member's interest
in the Sponsor Stock fund, the value of shares of Sponsor Stock allocated to
the Member's or former Member's Account will be the net cash proceeds of the
sale of Sponsor Stock when the Trustee sells it in order to make the
distribution or withdrawal.

       8.2  DEATH, RETIREMENT, OR TOTAL PERMANENT DISABILITY.  The amount
payable upon the death, Retirement, or Separation on account of Total and
Permanent Disability of a Member will be 100 percent of the amount credited to
his Accounts.

       8.3  SEVERANCE BENEFIT.  A Member or former Member whose Separation
occurs for any reason other than death, Retirement, or Total Permanent
Disability shall be entitled to a severance benefit equal to the "vested
interest" of such Member in his Accounts. For purposes of this Section, a
Member's or former Member's "vested interest" shall be an amount equal to the
sum of the total amount credited to all of his Accounts other than his Employer
Matching Contribution Account, plus the total amount credited to his Employer
Matching Contribution Account, adjusted for prior withdrawals, if any, and
multiplied by his vested percentage as shown in the vesting schedule set forth
below:

<TABLE>
<CAPTION>
          YEARS OF
       ACTIVE SERVICE                                         VESTING PERCENTAGE
       --------------                                         ------------------
            <S>                                                     <C>
            Less than 1                                               0%
                 1                                                    0%
                 2                                                    0%
                 3                                                   20%
                 4                                                   40%
                 5                                                   60%
                 6                                                   80%
             7 or more                                              100%
</TABLE>

       8.4  FORFEITURE ON TERMINATION OF PARTICIPATION.  If as a result of
terminating his participation in the Plan a former Member receives a
distribution of his entire vested interest in his Accounts, the nonvested
amount in his Employer Matching Contribution Account is immediately forfeited.
A former Member who received no distribution of Employer Contributions because
he had no vested interest shall be treated as if he received a distribution of
his entire vested interest in the Plan.





                                     VIII-1
<PAGE>   40
       If a former Member who has a vested interest in his Employer Matching
Contribution Account received no distribution or a distribution of less than
the full amount of his entire vested interest in his Employer Matching
Contribution Account as a result of his termination of participation in the
Plan, the nonvested amount in his Account is forfeited after he incurs five
consecutive one-year Periods of Severance.

       A distribution shall be treated as if it were made as a result of
termination of participation in the Plan if it is made not later than the end
of the second Plan Year following the Plan Year in which the former Member's
termination occurs.

       8.5    WITHDRAWAL OF ROLLOVER CONTRIBUTIONS.  Each Member, upon giving
written notice to the Administrative Committee, shall be entitled to withdraw
from his Rollover Contribution Account such amount payable in a lump sum cash
payment as he may specify, but not in excess of the balance of such Account.
No vested benefit shall be forfeited because of a withdrawal under this
Section.

       8.6    WITHDRAWAL UPON ATTAINMENT OF NORMAL RETIREMENT AGE.  Each
Member, upon giving written notice to the Administrative Committee, shall be
entitled to withdraw from his Accounts such amount payable in a lump sum cash
payment as he may specify, but not in excess of the balance of his Accounts.

       8.7  WITHDRAWAL FOR FINANCIAL HARDSHIP.  Any Member may make application
to the Administrative Committee to withdraw from his Salary Deferral
Contribution Account, Employer Matching Contribution Account, and Rollover
Contribution Account an amount payable in a lump sum cash payment not in excess
of the balance of such Accounts. Withdrawals made pursuant to this Section will
be permitted only in the event of immediate and heavy financial need incurred
by the Member. Whether or not a Member has incurred an immediate and heavy
financial need shall be determined by the Administrative Committee on the basis
of all relevant facts available to the Administrative Committee and in
accordance with written procedures established by the Administrative Committee.
Such written procedures shall specify the requirements for requesting and
receiving distributions on account of hardship, including what forms must be
submitted and to whom. The Administrative Committee shall uniformly and
consistently apply such written procedures so that all Members in similar
circumstances are treated alike. All determinations regarding financial
hardship must be made in accordance with objective nondiscretionary criteria.
Such determinations must also comply with applicable Department of Treasury
regulations. A financial need shall not fail to qualify as immediate and heavy
merely because such need was reasonably foreseeable or voluntarily incurred by
the Member. A distribution will be deemed to be made on account of an immediate
and heavy financial need of the Member if the distribution is for (a) medical
expenses described in Section 213(d) of the Code previously incurred by the
Member, the Member's spouse, or any dependents of the Member (as defined in
Section 152 of the Code) or necessary for these persons to obtain medical care
described in Section 213(d) of the Code, not reimbursed by insurance or
otherwise, (b) costs directly related to the purchase of a principal residence
for the Member (excluding mortgage payments), (c) payment of tuition and
related educational fees for the next 12 months of post-secondary education for
the Member, or his or her spouse, children, or dependents, (d) payments
necessary to prevent the eviction of the Member from his principal residence or
foreclosure on the





                                     VIII-2
<PAGE>   41
mortgage of the Member's principal residence, or (e) any other reason specified
by the Administrative Committee and designated as a "deemed immediate and heavy
financial need" in authority issued by the Internal Revenue Service. An
application for a withdrawal made pursuant to this Section must be in writing
and must state the reason or reasons for the need of such Member to make such a
withdrawal.  Such application must specify the amount necessary to satisfy the
Member's immediate and heavy financial need, and the Member must have obtained
all distributions, other than hardship distributions, and all nontaxable (at
the time of the loan) loans currently available under all plans maintained by
the Affiliated Employers. The Administrative Committee shall be entitled to
rely upon the Employee's representations set forth in his application, to the
extent that such reliance is reasonable. A distribution made pursuant to this
Section shall not exceed the amount of the immediate and heavy financial need
of the Member.   The amount of an immediate and heavy financial need may
include any amounts necessary to pay any federal, state, or local income taxes
or penalties reasonably anticipated to result from the distribution.
Applications under this Section shall be processed as soon as administratively
feasible. The Administrative Committee shall direct the Trustee when to
disburse any funds as a hardship withdrawal.  Withdrawals made pursuant to this
Section shall be made in the following order: first, withdrawals shall be made
from a Member's Rollover Contribution Account, then from his Salary Deferral
Contribution Account, and finally from his Employer Matching Account.
Notwithstanding the foregoing, a Member shall not be entitled to make a
financial hardship withdrawal of any Investment Gain or Loss credited to the
Member's Salary Deferral Contribution Account after December 31, 1988.  The
Member's election to withdraw funds pursuant to this Section shall suspend the
Member's right to have Salary Deferral Contributions made to the Plan on his
behalf for a period of twelve months beginning on the date that the Member
receives a hardship distribution pursuant to this Section.  No withdrawal may
be made under this Section unless the Member is prohibited, under the terms of
the plan or an otherwise legally enforceable agreement, from making elective
contributions and employee contributions to any other plan maintained by any
Affiliated Employer for at least 12 months after receipt of the distribution
under this Section.  For purposes of the immediately preceding sentence, the
phrase "any other plan" means all qualified and nonqualified plans of deferred
compensation, including a stock option, stock purchase, or similar plan, or a
cash or deferred arrangement that is part of a cafeteria plan within the
meaning of Section 125 of the Code.  Such phrase, however, does not include the
mandatory employee contribution portion of a defined benefit plan, nor does it
include a health or welfare benefit plan (including one that is part of a
cafeteria plan within the meaning of Section 125).  Moreover, the Member shall
not be entitled to have Salary Deferral Contributions made to the Plan on his
behalf for the Member's taxable year immediately following the taxable year of
the distribution in excess of the applicable limit of Code Section 402(g) for
such next taxable year less the amount of the Member's Salary Deferral
Contributions for the taxable year of the hardship distribution.

       8.8  LOANS TO MEMBERS.  The Administrative Committee shall determine
from time to time whether loans may be made to Members, former Members or
Beneficiaries.  However, no loans shall be made to any shareholder-employee (as
defined in Section 1379 of the Internal Revenue Code of 1954 in effect on the
day before the enactment of the Subchapter S Revision Act of 1982), any owner-
employee (as defined in Section 401(c)(3) of the Code), or any member of the
family of either (as defined in Section 267(c)(4) of the Code).





                                     VIII-3
<PAGE>   42
       If the Administrative Committee permits loans to Members, the
opportunity shall be made available to all Members on an equal basis.  If the
Administrative Committee permits loans, each Member may borrow up to the lesser
of (a) 50 percent of the vested interest in his Accounts, or (b) $50,000.00
reduced by the excess of the Member's highest outstanding loan balance from the
Plan during the one-year period ending on the day before the date on which such
loan was made over the Member's outstanding loan balance from the Plan on the
date the loan was made.  In determining whether a loan would exceed these
limits, all loans under all qualified plans of the Employer and all Affiliated
Employers shall be treated as loans under this Plan.

       A loan to a Member shall be a Member directed investment of his Account.
The principal amount of the loan shall be made on a pro-rata basis from the
Member's Salary Deferral Contribution Account, Rollover Contribution Account,
Employer Matching Contribution Account, and Qualified Nonelective Employer
Contribution Account.  All principal and interest paid on the loan shall be
credited to the Member's Loan Account which may be invested in such Plan
investment funds as may be directed by the Member pursuant to Section 11.1.

       All loans shall be secured by the Member's vested interest in his
Accounts at the date of the loan.  The loan shall (a) be evidenced by a written
note and security agreement, (b) require level amortization of the loan (with
payments not less frequently than quarterly) over the term of the loan, and (c)
have a term of not more than five years.

       Notwithstanding any other provision of the Plan, a Member may not make a
withdrawal or receive a distribution if the remaining balance of the Member's
Account would be less than the outstanding loan balance or the withdrawal or
distribution would violate any security requirements of the loan.

       The Administrative Committee is authorized to establish written
guidelines which, if and when adopted, shall become part of this Plan and shall
establish the class of Members eligible for loans under the plan (which shall
not exclude any Member who is a party in interest with respect to the Plan,
within the meaning of Section 3(14) of ERISA) a procedure for applying for
loans, the basis on which loans will be approved or denied, limitations (if
any) on the types and amounts of loans offered, the procedure for determining a
reasonable rate of interest, the events causing acceleration of the note or
constituting default and steps that will be taken to preserve plan assets in
the event of a default.

       Prior to the time that a Member is entitled to receive a distribution
from his Salary Deferral Contribution Account, his Account balance will not be
reduced as a result of his default on a loan.

       8.9  RECEIPT OF DOMESTIC RELATIONS ORDER.  The receipt of a judicial
decree or order shall constitute an event permitting distribution under the
Plan, provided that such judicial decree or order would constitute a Qualified
Domestic Relations Order if the requirement that such an order not require a
plan to make distribution to an alternate payee prior to a Member's or former
Member's earliest retirement age, as defined in Section 414(p)(4)(B) of the
Code, were disregarded.





                                     VIII-4
<PAGE>   43
       8.10  DISTRIBUTIONS UPON DISPOSITION OF ASSETS OR A SUBSIDIARY.  An
individual employed by an Employer that is a corporation is entitled to receive
a lump sum distribution of his nonforfeitable interest in his Account in the
event of the sale or other disposition by the Employer of at least 85% of all
of the assets used by the Employer in a trade or business to an unrelated
corporation if (a) the Employer continues to maintain the Plan after the
disposition and (b) in connection with the disposition the individual is
transferred to the employ of the corporation acquiring the assets.

       An individual employed by a subsidiary of the Sponsor is entitled to
receive a lump sum distribution of his nonforfeitable interest in his Account
in the event of the sale or other disposition by the Sponsor of its interest in
a subsidiary (within the meaning of Section 409(d)(3) of the Code) to an
unrelated entity or individual if (a) the Sponsor continues to maintain the
Plan after the disposition and (b) in connection with the disposition the
individual continues employment with the subsidiary.

       The selling Employer is treated as continuing to maintain the Plan after
the disposition only if the purchaser does not maintain the Plan after the
disposition.  A purchaser is considered to maintain the Plan if it adopts the
Plan, becomes an employer whose employees accrue benefits under the Plan, or if
the Plan is merged or consolidated with, or any assets or liabilities are
transferred from the Plan to, a plan maintained by the purchaser in a
transaction subject to Section 414(l)(1) of the Code.

       An unrelated corporation, entity or individual is one that is not
required to be aggregated with the selling Employer under Section 414(b), (c),
(m), or (o) of the Code after the sale or other disposition.

       If a Member's nonforfeitable Account balance at the date of the
disposition and at the time of any prior payment to the Member is $3,500 or
less, the Administrative Committee will direct the Trustee to pay to the Member
a lump sum cash distribution of his nonforfeitable interest in his Account as
soon as administratively practicable following the disposition and any Internal
Revenue Service approval of the distribution that the Administrative Committee
deems advisable to obtain.

       If a Member's nonforfeitable Account balance at the date of the
disposition or at the time of any prior payment to the Member is more than
$3,500, he may elect (1) to receive a lump sum cash distribution of his Account
balance as soon as administratively practicable following the disposition and
any Internal Revenue Service approval of the distribution that the
Administrative Committee deems advisable to obtain, or (2) he may elect to
defer receipt of his nonforfeitable Account balance until the first day of the
month coincident with or next following the date that he attains age 65.  In
the manner and at the time required under Regulations, the Administrative
Committee will provide the Member with a notice of his right to defer receipt
of his Account balance.

       However, no distribution shall be made to a Member under this Section
after the end of the second calendar year following the calendar year in which
the disposition occurred.  In addition, no distribution shall be made under
this Section unless it is a lump sum distribution within the meaning





                                     VIII-5
<PAGE>   44
of Section 402(d)(4) of the Code, without regard to subparagraphs (A)(i)
through (iv), (B), and (H) of that Section.





                                     VIII-6
<PAGE>   45
                                   ARTICLE IX
                            DISTRIBUTION OF BENEFITS


       9.1  FORM OF DISTRIBUTION.  Any distribution from the Plan shall be paid
in a single sum in cash.

       9.2  INFORMATION PROVIDED TO MEMBERS.  Information regarding the
benefits available under the Plan shall be provided to Members or former
Members in accordance with the following provisions:

              (a)  GENERAL INFORMATION.  Except as otherwise provided in
       paragraph (c), each Member or former Member shall be provided with a
       written explanation of the Member's or former Member's right, if any, to
       defer receipt of the distribution.

              (b)  TIME FOR GIVING NOTICE.  The written explanation shall be
       provided to a Member or former Member no less than 30 days and no more
       than 90 days before the Annuity Starting Date unless the Member or
       former Member legally waives this requirement.

              (c)  EXCEPTION FOR MEMBERS WITH SMALL BENEFIT AMOUNTS.
       Notwithstanding the preceding provisions of this Section, no information
       regarding any form of benefit payable in whole or in part during the
       life of the Member or former Member shall be provided to the Member or
       former Member if his benefit is payable in a single sum under Section
       9.3.

       9.3  AUTOMATIC PAYMENT OF SMALL AMOUNTS.  Notwithstanding any other
provision of the Plan, each Member or former Member (a) who does not die before
the Annuity Starting Date and (b) whose vested Account balance at the time of
distribution and at the time of any other payment to him is $3,500 or less
shall be paid in the form of a single sum payment.

       9.4  TIME OF DISTRIBUTION.  Subject to any contrary provisions in this
Article, distributions provided for in the Plan shall be made or commenced as
soon as practical, and in any event, within one year after the Member's or
former Member's Separation.

       9.5  MEMBER CONSENT TO EARLY DISTRIBUTIONS.  Notwithstanding any other
provision of the Plan, no benefit shall be distributed or commence to be
distributed to a Member or former Member prior to his attainment of the later
of age 62 or Normal Retirement Age without his consent, unless the benefit is
payable in a single sum under Section 9.3. Any such consent shall be valid only
if given not more than 90 days prior to the Member's or former Member's Annuity
Starting Date and after his receipt of the notice regarding benefits described
in Section 9.2(b).

       9.6  COMPLIANCE WITH STATUTORY REQUIREMENTS.  Notwithstanding any other
provision of the Plan, all benefits payable under the Plan shall be
distributed, or commence to be distributed, in compliance with the following
provisions:





                                      IX-1
<PAGE>   46
              (a)  DISTRIBUTION DEADLINES FOR MEMBERS OR FORMER MEMBERS WHO ARE
       70 1/2  OR OLDER.  If a Member or former Member attains 70 1/2, the
       Member or former Member must elect to receive the distribution required
       under Section 401(a)(9) of the Code in one lump sum or in installments
       which must commence by his Required Beginning Date.  If installments are
       elected, each installation paid must be equal to or greater than the
       minimum required distribution under Section 401(a)(9) of the Code.

              (b)  DISTRIBUTION DEADLINE FOR DEATH BENEFITS.  If a Member or
       former Member dies before the distribution of his entire interest, his
       entire interest shall be distributed within five years after his death.

              (c)  LIMITATIONS ON DEATH BENEFITS.  Benefits payable under the
       Plan shall not be provided in any form that would cause a Member's death
       benefit to be more than incidental. Any distribution required to satisfy
       the incidental benefit requirement shall be considered a required
       distribution for purposes of Section 401(a)(9) of the Code.

              (d)  COMPLIANCE WITH SECTION 401(A)(9).  All distributions under
       the Plan will be made in accordance with the requirements of Section
       401(a)(9) of the Code and all Regulations promulgated thereunder. The
       provisions of the Plan reflecting Section 401(a)(9) of the Code override
       any distribution options in the Plan inconsistent with such Section.

              (e)  COMPLIANCE WITH SECTION 401(A)(14).  Unless the Member or
       former Member otherwise elects, the payment of benefits under the Plan
       to the Member or former Member will begin not later than the 60th day
       after the close of the Plan Year in which occurs the latest of (a) the
       date on which the Member or former Member attains the earlier of age 65
       or the Normal Retirement Age, (b) the 10th anniversary of the year in
       which the Member or former Member commenced participation in the Plan,
       or (c) the Member's or former Member's Separation.

       9.7  QUALIFIED DOMESTIC RELATIONS ORDERS.  Payment will be made in
accordance with the provisions of any Qualified Domestic Relations Order.

       9.8  DISTRIBUTIONS TO DISABLED.  If the Administrative Committee
determines that any person to whom a payment is due is unable to care for his
affairs because of physical or mental disability, it will have the authority to
cause the payments to be made to the spouse, brother, sister, or other person
the Administrative Committee determines to have incurred, or to be expected to
incur, expenses for that person unless a prior claim is made by a qualified
guardian or other legal representative.  The Administrative Committee will not
be responsible to oversee the application of those payments.  Payments made
pursuant to this power will be a complete discharge of all liability under the
Plan.  Any amount payable to a minor under any provision of this Plan including
the foregoing provisions of this Section may be paid directly to the minor.
The receipt by the minor will be a complete discharge of all liability under
the Plan.

       9.9  DESIGNATION OF BENEFICIARY.  Each Member and former Member has the
right to designate and to revoke the designation of his Beneficiary.  Each
designation or revocation must be





                                      IX-2
<PAGE>   47
evidenced by a written document in the form required by the Administrative
Committee, signed by the Member or former Member, and filed with the
Administrative Committee.  If no designation is on file at the time of a
Member's or former Member's death or if the Administrative Committee determines
that the designation is ineffective, the designated Beneficiary will be the
Member's or former Member's spouse, if living, or if not, the executor,
administrator, or other personal representative of the Member's or former
Member's estate.

       If a Member or former Member is considered to be married under local
law, the Member's or former Member's designation of any Beneficiary, other than
the Member's or former Member's spouse, will not be valid unless the spouse
acknowledges in writing that he or she understands the effect of the Member's
or former Member's beneficiary designation and consents to it.  The consent
must be to a specific Beneficiary or must expressly permit the Member or former
Member to change Beneficiaries in the future without any further consent by the
spouse.  The written acknowledgment and consent must be filed with the
Administrative Committee and signed by the spouse and a witness who is a notary
public or a member of the Administrative Committee.  However, if the spouse
cannot be located or there exist other circumstances as described in Sections
401(a)(11) and 417(a)(2) of the Code, the requirement of the Member's or former
Member's spouse's acknowledgment and consent may be waived.  If a Beneficiary
other than the Member's or former Member's spouse is named, the designation
will become invalid if the Member is later determined to be married under local
law, the Member's or former Member's missing spouse is located, or the
circumstances that supported waiver of the requirement of obtaining the consent
of the Member's or former Member's spouse no longer exist.

       9.10  NO DUPLICATION OF BENEFITS.  There will be no duplication of
benefits under this Plan.  Without regard to any other language in this Plan,
all distributions are to be debited to a Member's or former Member's Account as
of the date of the distribution.

       9.11  MISSING MEMBERS OR BENEFICIARIES.  If a person entitled to a
distribution cannot be located within one year of the date any benefits payable
under the Plan should be paid or commence to be paid, his Account may be
forfeited and allocated as any other forfeiture pursuant to the provisions of
Section 6.6. Notwithstanding the preceding sentence, if at any time prior to
termination of the Plan and complete distribution of the Trust Fund, the former
Member or Beneficiary files a valid claim for the forfeited benefits payable
under the Plan, then (a) as soon as administratively practicable, the forfeited
benefits payable to such former Member or Beneficiary shall be reinstated, and
(b) as soon as administratively practicable following the reinstatement of such
forfeited benefits, the value of the reinstated benefits shall be paid pursuant
to the provisions of this Article to the former Member or Beneficiary thereof.

       9.12  CLAIMS PROCEDURE.  When a benefit is or is about to be due, the
Member, former Member or Beneficiary must submit a claim to the personnel
office of his most recent Employer. Under normal circumstances, a final
decision will be made as to a claim within 90 days after receipt of the claim.
If the Administrative Committee notifies the claimant in writing during the
initial 90-day period, it may extend the period up to 180 days after the
initial receipt of the claim. The written notice must contain the circumstances
necessitating the extension and the anticipated date for the final decision. If
a claim is denied during the claims period, the Administrative Committee must
notify the





                                      IX-3
<PAGE>   48
claimant in writing. The denial must include the specific reasons for it, the
Plan provisions upon which the denial is based, and the claims review
procedure. If no action is taken during the claims period, the claim is treated
as if it were denied on the last day of the claims period.

       9.13  CLAIMS APPEAL PROCEDURE.  If a Member's, former Member's, or
Beneficiary's claim is denied and he wants a review, he must apply to the
Administrative Committee in writing. That application can include any comment
or argument the claimant wants to make. The claimant can either represent
himself or appoint a representative, either of whom has the right to inspect
all documents pertaining to the claim and its denial. The Administrative
Committee can schedule any meeting with the claimant or his representative that
it finds necessary or appropriate to complete its review. The request for
review must be filed within 90 days after the denial. If it is not, the denial
becomes final. If a timely request is made, the Administrative Committee must
make its decision, under normal circumstances, within 60 days of the receipt of
the request for review. However, if the Administrative Committee notifies the
claimant prior to the expiration of the initial review period, it can extend
the period of review up to 120 days following the initial receipt of the
request for a review. All decisions of the Administrative Committee must be in
writing and must include the specific reasons for its action and the Plan
provisions on which its decision is based. If a decision is not given to the
claimant within the review period, the claim is treated as if it were denied on
the last day of the review period.

       9.14  DIRECT ROLLOVER OPTION FOR DISTRIBUTIONS MADE ON OR AFTER JANUARY
1, 1993.  Effective for distributions made on or after January 1, 1993, a
Member, former Member, his spouse, his surviving spouse, or his former spouse
who is an alternate payee under a qualified domestic relations order (as
defined in Section 414(p) of the Code) will have the right to direct that any
portion of his eligible rollover distribution will be directly paid to an
eligible retirement plan specified by the distributee.  Any payment made under
this Section will not be subject to the requirements of Section 414(l) of the
Code.  The term "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:  any distribution that is one
of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required under
Section 401(a)(9) of the Code; and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).  The term
"eligible retirement plan" means an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section 403(a) of the
Code, or a qualified trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution.  However, in the case
of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity.





                                      IX-4
<PAGE>   49
                                   ARTICLE X
                            ADMINISTRATIVE COMMITTEE


       10.1  APPOINTMENT, TERM, RESIGNATION, AND REMOVAL.  The Board of
Directors shall appoint an Administrative Committee of not less than two
persons, the members of which shall serve until their resignation, death, or
removal.  The Sponsor shall notify the Trustee in writing of its composition
from time to time. Any member of the Administrative Committee may resign at any
time by giving written notice of such resignation to the Sponsor. Any member of
the Administrative Committee may be removed by the Board of Directors, with or
without cause. Vacancies in the Administrative Committee arising by
resignation, death, removal, or otherwise shall be filled by such persons as
may be appointed by the Board of Directors.

       10.2  POWERS.  The Administrative Committee shall have exclusive
responsibility for the administration of the Plan, according to the terms and
provisions of this document, and shall have all powers necessary to accomplish
such purposes, including, but not by way of limitation, the right, power, and
authority:

              (a)  To make rules and regulations for the administration of the
       Plan which are not inconsistent with the terms and provisions thereof,
       provided such rules and regulations are evidenced in writing;

              (b)  To construe all terms, provisions, conditions, and
       limitations of the Plan; and its construction thereof made in good faith
       and without discrimination in favor of or against any Member or former
       Member shall be final and conclusive on all parties at interest;

              (c)  To correct any defect, supply any omission, or reconcile any
       inconsistency which may appear in the Plan in such manner and to such
       extent as it shall deem expedient to carry the Plan into effect for the
       greatest benefit of all parties at interest, and its judgment in such
       matters shall be final and conclusive as to all parties at interest;

              (d)  To select, employ, and compensate from time to time such
       consultants, actuaries, accountants, attorneys, and other agents and
       employees as the Administrative Committee may deem necessary or
       advisable for the proper and efficient administration of the Plan, and
       any agent, firm, or employee so selected by the Administrative Committee
       may be a disqualified person, but only if the requirements of Section
       4975(d) of the Code have been met;

              (e)  To resolve all questions relating to the eligibility of
       Employees to become Members, and to determine the period of Active
       Service and the amount of Considered Compensation upon which the
       benefits of each Member shall be calculated;





                                      X-1
<PAGE>   50
              (f)  To resolve all controversies relating to the administration
       of the Plan, including but not limited to (1) differences of opinion
       arising between the Employer and a Member or former Member, and (2) any
       questions it deems advisable to determine in order to promote the
       uniform and nondiscriminatory administration of the Plan for the benefit
       of all parties at interest;

              (g)  To direct and instruct or to appoint an investment manager
       or managers which would have the power to direct and instruct the
       Trustee in all matters relating to the preservation, investment,
       reinvestment, management, and disposition of the Trust Fund; provided,
       however, that the Administrative Committee shall have no authority that
       would prevent the Trustee from being an "agent independent of the
       issuer," as that term is defined in Rule 10b-18 promulgated under the
       Securities Exchange Act of 1934, at any time that the Trustee's failure
       to maintain such status would result in the Sponsor or any other person
       engaging in a "manipulative or deceptive device or contrivance" under
       the provisions of Rule 10b-6 of such Act;

              (h)  To direct and instruct the Trustee in all matters relating
       to the payment of Plan benefits and to determine a Member's or former
       Member's entitlement to a benefit should he appeal a denial of his claim
       for a benefit or any portion thereof; and

              (i)  To delegate such of its clerical and recordation duties
       under the Plan as it may deem necessary or advisable for the proper and
       efficient administration of the Plan.

       10.3  ORGANIZATION.  The Administrative Committee shall select from
among its members a chairman, who shall preside at all of its meetings, and
shall select a secretary, without regard as to whether that person is a member
of that Administrative Committee, who shall keep all records, documents, and
data pertaining to its supervision of the administration of the Plan.

       10.4  QUORUM AND MAJORITY ACTION.  A majority of the members of the
Administrative Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members present at any meeting will
decide any question brought before that meeting. In addition, the
Administrative Committee may decide any question by a vote, taken without a
meeting, of a majority of its members.

       10.5  SIGNATURES.  The chairman, the secretary, and any one or more of
the members of the Administrative Committee to which the Administrative
Committee has delegated the power, shall each, severally, have the power to
execute any document on behalf of the Administrative Committee, and to execute
any certificate or other written evidence of the action of the Administrative
Committee. The Trustee, after being notified of any such delegation of power in
writing, shall thereafter accept and may rely upon any document executed by
such member or members as representing the action of the Administrative
Committee until the Administrative Committee files with the Trustee a written
revocation of that delegation of power.





                                      X-2
<PAGE>   51
       10.6  DISQUALIFICATION OF ADMINISTRATIVE COMMITTEE MEMBERS.  A member of
the Administrative Committee who is also a Member of the Plan shall not vote or
act upon any matter relating solely to himself, unless he is the sole member of
the Administrative Committee.

       10.7  DISCLOSURE TO MEMBERS.  The Administrative Committee shall make
available to each Member, former Member, and Beneficiary for his examination
such records, documents, and other data as are required under ERISA, but only
at reasonable times during business hours. No Member, former Member, or
Beneficiary shall have the right to examine any data or records reflecting the
compensation paid to any other Member, former Member, or Beneficiary, and the
Administrative Committee shall not be required to make any data or records
available other than those required by ERISA.

       10.8  STANDARD OF PERFORMANCE.  The Administrative Committee and each of
its members shall use the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in conducting his business as the
administrator of the Plan; shall, when exercising its power to direct
investments, diversify the investments of the Plan so as to minimize the risk
of large losses, unless under the circumstances it is clearly prudent not to do
so; and shall otherwise act in accordance with the provisions of the Plan and
ERISA.

       10.9  LIABILITY OF ADMINISTRATIVE COMMITTEE AND LIABILITY INSURANCE.  No
member of the Administrative Committee shall be liable for any act or omission
of any other member of the Administrative Committee, the Trustee, any
investment manager, or any Member who directs the investment of his Account or
other agent appointed by the Administrative Committee except to the extent
required by the terms of ERISA, and any other applicable state or federal law,
which liability cannot be waived. No member of the Administrative Committee
shall be liable for any act or omission on his own part except to the extent
required by the terms of ERISA, and any other applicable state or federal law,
which liability cannot be waived. In this connection, each provision hereof is
severable and if any provision is found to be void as against public policy, it
shall not affect the validity of any other provision hereof.

       Further, it is specifically provided that the Trustee may, at the
direction of the Administrative Committee, purchase out of the Trust Funds
hereof insurance for the members of the Administrative Committee and any other
fiduciaries appointed by the Administrative Committee, and for the Trust Fund
itself to cover liability or losses occurring by reason of the act or omission
of any one or more of the members of the Administrative Committee or any other
fiduciary appointed by them under this Plan, provided such insurance permits
recourse by the insurer against the members of the Administrative Committee or
the other fiduciaries concerned in the case of a breach of a fiduciary
obligation by one or more members of the Administrative Committee or other
fiduciary covered thereby.

       10.10  BONDING.  No member of the Administrative Committee shall be
required to give bond for the performance of his duties hereunder unless
required by a law which cannot be waived.





                                      X-3
<PAGE>   52
       10.11  COMPENSATION.  The Administrative Committee shall serve without
compensation for their services, but shall be reimbursed by the Employers for
all expenses properly and actually incurred in the performance of their duties
under the Plan unless the Employers elect to have such expenses paid out of the
Trust Fund.

       10.12  PERSONS SERVING IN DUAL FIDUCIARY ROLES.  Any person, group of
persons, corporations, firm, or other entity may serve in more than one
fiduciary capacity with respect to the Plan, including the ability to serve
both as a successor trustee and as a member of the Administrative Committee.

       10.13  ADMINISTRATOR.  For all purposes of ERISA, the Administrator of
the Plan shall be the Sponsor. The Administrator of the Plan shall have final
responsibility for compliance with all reporting and disclosure requirements
imposed with respect to the Plan under any federal or state law, or any
regulations promulgated thereunder.

       10.14  NAMED FIDUCIARY.  The members of the Administrative Committee
shall be the "named fiduciary" for purposes of Section 402(a)(1) of ERISA, and
as such shall have the authority to control and manage the operation and
administration of the Plan, except to the extent such authority and control is
allocated or delegated to other parties pursuant to the terms of the Plan.

       10.15  STANDARD OF JUDICIAL REVIEW OF ADMINISTRATIVE COMMITTEE ACTIONS.
The Administrative Committee has full and absolute discretion in the exercise
of each and every aspect of its authority under the Plan, including without
limitation, the authority to determine any person's right to benefits under the
Plan, the correct amount and form of any such benefits; the authority to decide
any appeal; the authority to review and correct the actions of any prior
administrative committee; and all of the rights, powers, and authorities
specified in Sections 9.12, 9.13, and 10.2.  Notwithstanding any provision of
law or any explicit or implicit provision of this document or, any action
taken, or ruling or decision made, by the Administrative Committee in the
exercise of any of its powers and authorities under the Plan will be final and
conclusive as to all parties other than the Sponsor or Trustee, including
without limitation all Members and Beneficiaries, regardless of whether the
Administrative Committee or one or more members thereof may have an actual or
potential conflict of interest with respect to the subject matter of such
action, ruling, or decision.  No such final action, ruling, or decision of the
Administrative Committee will be subject to de novo review in any judicial
proceeding; and no such final action, ruling, or decision of the Administrative
Committee may be set aside unless it is held to have been arbitrary and
capricious by a final judgment of a court having jurisdiction with respect to
the issue.

       10.16  INDEMNIFICATION OF ADMINISTRATIVE COMMITTEE BY THE SPONSOR.  The
Sponsor shall indemnify and hold harmless the Administrative Committee, the
Administrative Committee members, and any persons to whom the Administrative
Committee has allocated or delegated its responsibilities in accordance with
the provisions hereof, as well as any other fiduciary who is also an officer,
director, or Employee of an Employer, and hold each of them harmless from and
against all claims, loss, damages, expense, and liability arising from their
responsibilities in connection with the administration of the Plan which is not
otherwise paid or reimbursed by insurance, unless the same shall result from
their own willful misconduct.





                                      X-4
<PAGE>   53
                                   ARTICLE XI
                              INVESTMENT ELECTIONS


       11.1  INVESTMENT FUNDS ESTABLISHED.  It is contemplated that the assets
of this Plan shall be invested in such categories of assets as may be
determined from time to time by the Administrative Committee and announced and
made available on an equal basis to all Members and former Members.  All
amounts contributed to a Member's Employer Matching Contribution Account in the
form of Sponsor Stock shall be deposited in the Sponsor Stock fund and shall
remain invested in the Sponsor Stock fund until the Member or former Member
instructs the Trustee to transfer all or a portion of such amounts to other
investment funds in accordance with procedures established by the
Administrative Committee.  In accordance with procedures established by the
Administrative Committee, each Member and former Member may designate the
percentage of his Employer Matching Contribution Account (except as specified
above), Qualified Nonelective Employer Contribution Account, Rollover
Contribution Account, and Salary Deferral Contribution Account to be invested
in each investment fund available under the Plan.  Up to one hundred percent
(100%) of the Trust assets may be invested in Sponsor Stock.

       11.2   ELECTION PROCEDURES ESTABLISHED.  The Administrative Committee
shall, from time to time, establish rules to be applied in a nondiscriminatory
manner as to all matters relating to the administration of the investment of
funds including, but not limited to, the following:

              (a)    The percentage of a Member's or former Member's Account as
       it exists, from time to time, that may be transferred from one fund to
       another and the limitations based on amounts, percentages, time, or
       frequency, if any, on such transfers;

              (b)    The percentage of a Member's future contributions, when
       allocated to his Account, that may be invested in any one or more funds
       and the limitations based upon amounts, percentages, time, or frequency,
       if any, on such investments in various funds;

              (c)    The procedures for making investment elections and
       changing existing investment elections;

              (d)    The period of notice required for making investment
       elections and changing existing investment elections;

              (e)    The handling of income and change of value in funds when
       funds are in the process of being transferred between investment funds
       and to investment funds; and

              (f)    All other matters necessary to permit the orderly
       operation of investment funds within the Plan.

When the Administrative Committee changes any previous applicable rule, it
shall state the effective time of the change and the procedures for complying
with any such change.  Any change shall remain





                                      XI-1
<PAGE>   54
effective until such date as stated in the change, or if none is stated, then
until revoked or changed in a like manner.





                                      XI-2
<PAGE>   55
                                  ARTICLE XII
                   VOTING OF SPONSOR STOCK AND TENDER OFFERS


       12.1  VOTING OF SPONSOR STOCK.  When the Sponsor files preliminary or
final proxy solicitation materials with the Securities and Exchange Commission,
the Sponsor shall cause a copy of all materials to be simultaneously sent to
the Trustee.  Based on these materials, the Trustee shall prepare a voting
instruction form.  At the time of mailing of notice of each annual or special
stockholders' meeting of the Sponsor, the Sponsor shall cause a copy of the
notice and all proxy solicitation materials to be sent to each Member with an
interest in Sponsor Stock held in the Trust, together with the foregoing voting
instruction form to be returned to the Trustee or its designee.  The form shall
show the number of full and fractional shares of the Sponsor Stock credited to
each Member's or former Member's Account.  The Sponsor shall provide the
Trustee with a copy of any materials provided to the Members and shall certify
to the Trustee that the materials have been mailed or otherwise sent to the
Members and former Members.

       Each Member and former Member with an interest in Sponsor Stock held in
the Trust shall have the right to direct the Trustee as to the manner in which
the Trustee is to vote the number of shares of the Sponsor Stock reflecting
such Member's or former Member's proportional interest in the Sponsor Stock
held in the Trust (both vested and unvested).  Directions from a Member or
former Member to the Trustee concerning the voting of the Sponsor Stock shall
be communicated in writing, or by mailgram or similar means.  These directions
shall be held in confidence by the Trustee and shall not be divulged to the
Sponsor, or any officer or employee thereof, or any other person except to the
extent that the Sponsor must have the safeguarded information in order to
comply with Federal laws or State laws not preempted by ERISA.  Upon its
receipt of the directions, the Trustee shall vote the shares of the Sponsor
Stock reflecting the Member's or former Member's proportional interest in the
Sponsor Stock held in the Trust as directed by the Member or former Member.
The Trustee shall vote shares of the Sponsor Stock reflecting such Member's or
former Member's proportional interest in the Sponsor Stock held in the Trust
(both vested and unvested) for which it has received no directions from the
Member or former Member in the same proportion on each issue as it votes those
shares for which it received voting directions from Members and former Members.
The Trustee shall vote shares of the Sponsor Stock not credited to Members' or
former Members' Accounts in the same proportion on each issue as it votes those
shares credited to Members' and former Members' Accounts for which it received
voting directions from Members and former Members.

       12.2  TENDER OFFERS.  Upon commencement of a tender offer for any
securities held in the Trust that are the Sponsor Stock, the Sponsor shall
notify each Member and former Member of the tender offer and utilize its best
efforts to timely distribute or cause to be distributed to each Member and
former Member the same information that is distributed to other stockholders of
the Sponsor in connection with the tender offer, and, after consulting with the
Trustee, shall provide and pay for a means by which the Member or former Member
may direct the Trustee whether or not to tender the Sponsor Stock credited to
the Member's or former Member's vested and unvested Accounts.  The Sponsor
shall provide the Trustee with a copy of any material provided to the Members
and former Members and shall certify to the Trustee that the materials have
been mailed or otherwise sent to Members and former Members.





                                     XII-1
<PAGE>   56
       Each Member and former Member shall have the right to direct the Trustee
to tender or not to tender some or all of the shares of the Sponsor Stock
reflecting his proportional interest in the Sponsor Stock held in the Trust
(both vested and unvested).  Directions from a Member or former Member to the
Trustee concerning the tender of the Sponsor Stock shall be communicated in
writing, or by mailgram or such similar means as is agreed upon by the Trustee
and the Sponsor under the preceding paragraph.  These directions shall be held
in confidence by the Trustee and shall not be divulged to the Sponsor, or any
officer or employee thereof, or any other person except to the extent that the
consequences of such directions are reflected in reports regularly communicated
to any such persons in the ordinary course of the performance of the Trustee's
services hereunder.  The Trustee shall tender or not tender shares of Sponsor
Stock as directed by the Member or former Member.  To the extent that Members
or former Members fail to affirmatively direct the Trustee or fail to issue
valid directions to the Trustee to tender shares of the Sponsor Stock credited
to their Accounts, those Members or former Members will be deemed to have
instructed the Trustee not to tender those shares.  Accordingly, the Trustee
shall not tender shares of Sponsor Stock credited to a Member's or former
Member's Accounts for which it has received no directions or invalid directions
from the Member or former Member.

       The Trustee shall tender that number of shares of the Sponsor Stock not
credited to Members' or former Members' Accounts which is determined by
multiplying the total number of shares of the Sponsor Stock not credited to
Members' or former Members' Accounts by a fraction of which the numerator is
the number of shares of the Sponsor Stock credited to Members' or former
Members' accounts for which the Trustee has received valid directions from
Members or former Members to tender (which directions have not been withdrawn
as of the date of this determination) and of which the denominator is the total
number of shares of the Sponsor Stock credited to Members' or former Members'
Accounts.

       A Member or former Member who has directed the Trustee to tender some or
all of the shares of the Sponsor Stock credited to the Member's or former
Member's Accounts may, at any time prior to the tender offer withdrawal date,
direct the Trustee to withdraw some or all of the tendered shares, and the
Trustee shall withdraw the directed number of shares from the tender offer
prior to the tender offer withdrawal deadline.  Prior to the withdrawal
deadline, if any shares of the Sponsor Stock not credited to Members' or former
Members' Accounts have been tendered, the Trustee shall redetermine the number
of shares of the Sponsor Stock that would be tendered under this Section if the
date of the foregoing withdrawal were the date of determination, and withdraw
from the tender offer the number of shares of the Sponsor Stock not credited to
Members' or former Members' Accounts necessary to reduce the amount of tendered
Sponsor Stock not credited to Members' or former Members' Accounts to the
amount so redetermined.  A Member or former Member shall not be limited as to
the number of directions to tender or withdraw that the Member or former Member
may give to the Trustee.

       A direction by a Member or former Member to the Trustee to tender shares
of the Sponsor Stock reflecting the Member's or former Member's proportional
interest in the Sponsor Stock held in the Trust shall not be considered a
written election under the Plan by the Member or former Member to withdraw, or
have distributed, any or all of his withdrawable shares.  The Trustee shall
credit to each proportional interest of the Member or former Member from which
the tendered shares





                                     XII-2
<PAGE>   57
were taken the proceeds received by the Trustee in exchange for the shares of
the Sponsor Stock tendered from that interest.

       12.3  SHARES CREDITED.  For all purposes of this Article, the number of
shares of the Sponsor Stock deemed "credited" to a Member's or former Member's
Accounts as of the relevant date (the record date or the date specified in the
tender offer) shall be calculated by reference to the number of shares
reflected on the books of the transfer agent as of the relevant date.  In the
case of a tender offer, the number of shares credited shall be determined as of
a date as close as administratively feasible to the relevant date.

       12.4  CONVERSION.  All provisions in this Article shall also apply to
any securities received as a result of a conversion of the Sponsor Stock.

       12.5  NAMED FIDUCIARY.  For purposes of ERISA, each Member or former
Member shall be the named fiduciary for purposes of Section 403(a)(1) of ERISA
in connection with the exercise of voting and tender offer rights relating to
shares of the Sponsor Stock credited to the his Accounts and any shares of the
Sponsor Stock not credited to his Accounts that may be affected by his voting
or tender decision.





                                     XII-3
<PAGE>   58
                                  ARTICLE XIII
                      ADOPTION OF PLAN BY OTHER EMPLOYERS


       13.1  ADOPTION PROCEDURE.  Any business organization may, with the
approval of the Board of Directors, adopt this Plan by:

              (a)  executing an adoption instrument (approved by the board of
       directors of the adopting Employer) agreeing to be bound as an Employer
       by all the terms, conditions,  and limitations of this Plan except
       those, if any, specifically described in the adoption instrument; and

              (b)  providing all information required by the Administrative
       Committee and the Trustee.

       An adoption may be retroactive to the beginning of a Plan Year if these
conditions are complied with on or before the last day of that Plan Year.

       13.2  NO JOINT VENTURE IMPLIED.  The document which evidences the
adoption of the Plan by an Employer shall become a part of this Plan.  However,
neither the adoption of this Plan by an Employer nor any act performed by it in
relation to this Plan shall ever create a joint venture or partnership relation
between it and any other Employer.

       13.3  ALL TRUST ASSETS AVAILABLE TO PAY ALL BENEFITS.  The Accounts of
Members and former Members employed by the Employers which adopt this Plan
shall be commingled for investment purposes.  All assets in the Trust Fund
shall be available to pay benefits to all Members and former Members.

       13.4  QUALIFICATION A CONDITION PRECEDENT TO ADOPTION AND CONTINUED
PARTICIPATION.  The adoption of this Plan by a business organization is
contingent upon and subject to the express condition precedent that the initial
adoption does not cause the Plan to fail to qualify under Section 401(a) of the
Code.  In the event the adoption causes the Plan to fail to qualify, the
adoption shall fail retroactively for failure to meet the condition precedent,
the portion of the Trust Fund attributable to the attempted adoption shall be
immediately returned to the adopting business organization, and the adoption
shall be void ab initio.  In the event the adoption of the Plan by a business
organization later causes the Plan to be disqualified for any reason, the
adoption shall fail retroactively for failure to meet the condition precedent
and the portion of the Trust Fund attributable to the adoption by that business
organization shall be immediately spun off, retroactively as of the last date
for which the Plan qualified, to a separate trust fund for its sole benefit and
an identical but separate plan shall be created, retroactively effective as of
the last date the Plan as adopted by that business organization qualified, for
the benefit of the Members covered by that adoption.





                                     XIII-1
<PAGE>   59
                                  ARTICLE XIV
                           AMENDMENT AND TERMINATION


       14.1  SPONSOR'S RIGHT TO AMEND.  Subject to the limitations prescribed
by Section 14.2, the Board of Directors may at any time and from time to time
modify or amend the Plan in whole or in part.  Any amendment shall be made by
an instrument in writing, executed by the appropriate officer of the Sponsor,
setting forth the nature of the amendment and its effective date.

       14.2  LIMITATIONS ON RIGHT TO AMEND.  No amendment shall vest in any
Employer, directly or indirectly, any right, title or interest in or to control
over any Trust Fund or any portion thereof. No part of the Trust Fund shall by
reason of any amendment be used for or diverted to purposes other than the
exclusive benefit of Members and their Beneficiaries. If the Plan is amended in
any manner, the nonforfeitable percentage of the accrued benefit derived from
Employer Contributions (determined as of the later of the date of the adoption
of the amendment or of the effective date of the amendment) of each Member
shall not be less than such nonforfeitable percentage computed under the Plan
without regard to such amendment. If the Plan's vesting schedule is amended, if
the Plan is amended in any way that directly or indirectly affects the
computation of the Member's nonforfeitable percentage, each Member with at
least three Years of Vesting Service may elect, within a reasonable period
after the adoption of the amendment or change, to have the nonforfeitable
percentage computed under the Plan without regard to such amendment or change.
The period during which the election may be made shall begin on the date on
which the amendment is adopted or deemed to be made and shall end on the day
which is 60 days after the latest of (a) the day the amendment is adopted or
deemed to be made; (b) the day the amendment becomes effective; or (c) the day
the Member is issued written notice of the amendment by the Employer. No
amendment shall decrease the Account balance of a Member or eliminate an
optional form of benefit with respect to benefits attributable to service
before the amendment in violation of Section 411(d)(6) of the Code.  No
amendment shall increase substantially the duties or responsibilities of the
Trustee without its written consent.

       14.3  RETROACTIVE AMENDMENTS TO MEET LABOR OR TAX REQUIREMENTS.  It is
the intention of the Sponsor that Employer Contributions to the Plan be
deductible under the applicable provisions of the Code; that the Plan meet all
requirements of ERISA; that (except as otherwise prescribed by applicable law)
such contributions not be subject to the Federal Social Security Act; that to
the extent permitted under applicable law such contributions not be subject to
withholding under the Internal Revenue Code of 1986 or the Federal Social
Security Act; and that such contributions not be subject to the Fair Labor
Standards Act of 1938, as amended, as part of its Employees' "regular rate."
The Sponsor shall make such amendments to the Plan as may be necessary to carry
out this intention. All such amendments may be made retroactively as limited by
the applicable federal law.

       14.4  TERMINATION OF PLAN.  The Sponsor may terminate this Plan and its
related Trust Fund with respect to all Employers by executing and delivering to
the Administrative Committee and the Trustee a notice of termination,
specifying the date of termination.  Any Employer may terminate this Plan and
its related Trust Fund with respect to itself by executing and delivering to
the Trustee a notice of termination, specifying the date of termination.
Likewise, this Plan and its related Trust





                                     XIV-1
<PAGE>   60
Fund shall automatically terminate with respect to any Employer if there is a
general assignment by that Employer to or for the benefit of its creditors, or
a liquidation or dissolution of that Employer without a successor.  Upon the
termination of this Plan as to an Employer, the Trustee shall, subject to the
provisions of Section 15.5, distribute to each Member employed by the
terminating Employer the amount certified by the Administrative Committee to be
due the Member.

       The Employer should apply to the Internal Revenue Service for a
determination letter with respect to its termination, and the Trustee should
not distribute the Trust Funds until a determination is received.  However,
should it decide that a distribution before receipt of the determination letter
is necessary or appropriate it should retain sufficient assets to cover any tax
that may become due upon that determination.

       14.5  VESTING UPON TERMINATION, PARTIAL TERMINATION, AND SUSPENSION OR
DISCONTINUANCE OF EMPLOYER CONTRIBUTIONS.  Notwithstanding any other provision
of the Plan, in the event there is a total or partial termination, or a
complete discontinuance of the Employer's contributions hereunder, the vesting
schedules contained in this Plan will be inapplicable and each affected Member
employed by the Employers will thereupon have a full one hundred percent (100%)
vested and nonforfeitable interest in the amount standing to his credit in his
Account as of the total or partial termination or complete discontinuance of
the Employer's contributions.  If the Employers should thereafter resume making
substantial Employer Contributions, all amounts credited or allocated to the
affected Member's Account with respect to the Plan Years for which the
contributions are resumed by the Employers and the Plan Years for which they
are continued will again vest only in accordance with the vesting schedules set
forth herein. During any period of termination or complete discontinuance of
the Employer Contributions all other provisions of its Plan will continue in
full force and effect other than the provision for the Employer Contributions
and their allocation to the affected Member's Accounts.

       14.6  PLAN MERGERS.  Notwithstanding any other provision hereof, the
Plan will not be merged or consolidated with, nor shall any assets or
liabilities of the Plan be transferred to, any other plan unless each Member
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 he would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated).





                                     XIV-2
<PAGE>   61
                                   ARTICLE XV
                                 MISCELLANEOUS


       15.1  NO REVERSIONARY INTEREST.  In no event shall the principal or
income of the Trust be paid to or revert to the Employer or be used for any
purpose other than the exclusive benefit of the Members or Beneficiaries and
the reasonable expenses of administering the Plan, except that:

              (a)    If the Employer makes a contribution by mistake of fact,
       such mistaken contribution may revert and be repaid to the Employer
       within one year after the payment of the contribution.

              (b)    The Employer's Contribution is conditioned upon the
       deductibility thereof under Section 404 of the Code.  To the extent the
       deduction is disallowed the contribution may revert and be repaid to the
       Employer within one year after the disallowance of the deduction.

       The Employer shall, subject to the limitations set forth below, have
exclusive authority and absolute discretion to determine whether a
contribution, or any part thereof, shall revert and be repaid to it or shall
instead remain a part of the Trust Fund. The amount which may be repaid to the
Employer may not exceed the excess of the amount contributed over the amount
that would have been contributed had there not occurred a mistake of fact, or
the amount disallowed as a deduction. Earnings attributable to such excess
contribution shall not be repaid, and losses attributable thereto shall reduce
the amount which may be returned. If the repayment of the amount attributable
to the mistaken contribution would cause the balance of any Member's Accounts
to be reduced to less than the balance which would have been in the Accounts
had the mistaken amount not been contributed, then the amount which may be
repaid to the Employer shall be limited so as to avoid such reduction.

       15.2  PLAN DOES NOT CONSTITUTE AN EMPLOYMENT CONTRACT.  The adoption and
maintenance of the Plan shall not be deemed to be a contract between any
Employer and any Member. Nothing contained herein shall be deemed to give any
Member the right to be retained in the employment of the Employer or to
interfere with the rights of the Employer to discharge any Member at any time,
nor shall it interfere with the Member's right to terminate his employment at
any time.

       15.3  BENEFITS PROVIDED SOLELY BY TRUST.  All benefits payable under the
Plan shall be paid or provided for solely from the Trust, and the Employer
assumes no liability or responsibility therefor.

       15.4  SPENDTHRIFT CLAUSE.  Except as otherwise specifically provided, no
principal or income payable or to become payable from the Trust Fund shall be
subject to anticipation or assignment by any Member or by any Beneficiary or be
subject to attachment by, or to the interference or control of, any creditor of
a Member or Beneficiary, or be taken or reached by any legal or equitable
process in satisfaction of any debt or liability of a Member or Beneficiary
prior to its actual receipt by such Member or Beneficiary. The interests of the
Employer in the assets, earnings and profits of the Trust Fund shall not be
subject to garnishment, attachment, levy, or execution of any kind for debts or
defaults of any person, natural or legal, having an interest in any portion of
the Trust Fund. Any





                                      XV-1
<PAGE>   62
attempted conveyance, transfer, assignment, mortgage, pledge, or encumbrance of
the Trust estate, or any part thereof, or any interest therein, by a Member or
Beneficiary, prior to distribution as herein provided, shall be absolutely and
wholly void, whether such conveyance, transfer, assignment, mortgage, pledge,
or encumbrance be intended to take place or become effective before or after
the expiration of the period herein fixed for the continuance of the said Trust
estate. The Trustee shall never under any circumstances be required to
recognize any conveyance, transfer, assignment, mortgage, or pledge by a Member
or Beneficiary hereunder, of any part of the Trust estate, or of any interest
therein, and the Trustee shall never be required to pay any money or thing of
value thereon or therefor to any creditor of a Member or Beneficiary, nor upon
any debt created by a Member or Beneficiary for any cause whatsoever. This
Section shall also apply to the creation, assignment, or recognition of a right
to any benefit payable with respect to a participant pursuant to a domestic
relations order, unless such order is determined to be a Qualified Domestic
Relations Order, or any domestic relations order entered before January 1,
1985.  Notwithstanding any provision of this Section 16.4, a Member may make a
voluntary revocable assignment of his Plan benefits to the extent permitted in
Regulations.

       15.5  GOVERNING LAWS; PARTIES TO LEGAL ACTIONS.  The provisions of the
Plan shall be construed, administered and enforced according to the laws of the
United States and the State of Texas. The Trustee or the Employer may at any
time initiate any legal action or proceeding for the settlement of the accounts
of the Trustee or for the determination of any questions, including questions
of construction which may arise, or for instruction, and the only necessary
parties to such action or proceeding shall be the Trustee and the Employer,
except that any other person or persons may be included as parties defendant at
the election of the Trustee and the Employer.

       15.6  PLAN DOCUMENT CONTROLLING.  In the event that there is a
discrepancy between the terms of this document and the terms of any policy or
contract issued under the Plan, the provisions of this document shall control.

       15.7  CROSS REFERENCES.  All Section references are to Sections of this
document, unless otherwise specified.

       15.8   TRUSTEE'S FEES AND EXPENSES.  The Trustee shall receive for its
services as Trustee hereunder the compensation which from time to time may be
agreed upon by the Sponsor and the Trustee.  All of such compensation, together
with the expenses incurred by the Trustee in connection with the administration
of this Trust, including fees for legal services rendered to the Trustee, all
other charges and disbursements of the Trustee, and all other expenses of the
Plan shall be charged to and deducted from the Trust Fund, unless the Sponsor
elects in writing to have any part or all of such compensation, expenses,
charges, and disbursements paid directly by the Sponsor.  The Trustee shall
deduct from and charge against the Trust assets any and all taxes paid by it
which may be levied or assessed upon or in respect of the Trust hereunder or
the income thereof, and shall equitably allocate the same among the several
Members.





                                      XV-2
<PAGE>   63
       IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
12th day of August, 1996, to be effective as of January 1, 1996, except as
otherwise specified or as otherwise required to comply with the provisions of
the Tax Reform Act of 1986, or any other applicable statute, regulation, or
ruling.



                                                                              
                                          PLAINS RESOURCES INC.               
                                                                              
                                                                              
                                          By:       Mary O. (Susie) Peters    
                                               -------------------------------
                                          Title:   Vice President             
                                                                              
                                                                              
                                          CALUMET FLORIDA, INC.               
                                                                              
                                                                              
                                          By:       Michael R. Patterson      
                                               -------------------------------
                                          Title:   Vice President             
                                                                              
                                                                              
                                                                              
                                          PLX INGLESIDE INC.                  
                                                                              
                                                                              
                                          By:       Michael R. Patterson      
                                               -------------------------------
                                          Title:   Vice President             
                                                                              
                                                                              
                                          PLAINS ILLINOIS INC.                
                                                                              
                                                                              
                                          By:       Michael R. Patterson      
                                               -------------------------------
                                          Title:   Vice President             
                                                                              
                                                                              
                                                                              
                                          STOCKER RESOURCES, INC.             
                                                                              
                                                                              
                                                                              
                                          By:       Michael R. Patterson      
                                               -------------------------------
                                          Title:   Vice President