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                                                                    Exhibit 4(d)

                         BINDLEY WESTERN INDUSTRIES PLAN
                  PRISM(R) PROTOTYPE RETIREMENT PLAN AND TRUST

                                    ARTICLE I
                                   DEFINITIONS

1.1   Definitions. Unless the context indicates otherwise, the following terms,
      when used herein with initial capital letters, shall have the meanings set
      forth below:

      (A)   Accounting  Date:  The date which is the last  business  day of each
            month  of the  Employer's  Plan  Year or such  other  date as may be
            agreed upon between the  Employer  and the Trustee,  but only if the
            Employer  has  specifically  requested  the  Trustee  to  prepare an
            accounting on or before such date.  Notwithstanding  the  foregoing,
            the  Trustee  shall  value  the  assets  held in the  Trust  on each
            business  day that the Trustee and the New York Stock  Exchange  are
            open for business.

      (B)   Adoption Agreement: The Adoption Agreement adopting this Plan which
            has been executed by the Employer and accepted by the Trustee,
            including any amendment thereof, which is incorporated herein by
            reference.

      (C)   Basic Plan Document:  This document,  which,  in connection with the
            Adoption Agreement forms the Plan.

      (D)   Beneficiary: The person or persons to whom a deceased Participant's
            benefits are payable under the Plan.

      (E)   Break In Service:  A 12-consecutive month period  during  which  the
            Participant  does not complete  more than  one-half of the  Hours of
            Service with the Employer required for a Year of Service, as elected
            in the Adoption Agreement. For eligibility purposes,   the   initial
            12-consecutive month period is the period beginning on the Employees
            date of  hire. Subsequent 12-consecutive  month  periods  for
            eligibility purposes  will be either the period ending on the annual
            anniversary  of the  Employee's  date  of  hire  or the  Plan  Year,
            as  selected  in the Adoption  Agreement.  For all other  purposes,
            the  12-consecutive  month period  shall be the Plan Year,  or other
            computation  period as selected in the  Adoption  Agreement.  If the
            elapsed  time  method  of  crediting service is elected in the
            Adoption  Agreement,  "Break In  Service"  will mean a Period of
            Severance of at least 12 consecutive months.

      (F)   Code: The Internal Revenue Code of 1986, and amendments thereto.

      (G)   Committee: The Committee provided for in Article XI, which shall be
            a Named Fiduciary as defined in the Employee Retirement Income
            Security Act of 1974, as amended ("ERISA"). To the extent that the
            Employer does not appoint a Committee, the Employer shall have the
            duty of the day to day administration of the Plan and shall be the
            Named Fiduciary for that purpose.

      (H)   Compensation: Compensation shall have the following various
            definitions, as may be appropriate within the context of the Plan:

            (1)   Compensation as that term is defined in Section 6.6(A) of the
                  Plan. For any Self-Employed Individual covered under the Plan,
                  Compensation will mean Earned Income. Compensation shall
                  include only that compensation which is actually paid to the
                  Participant during the determination period. Except as
                  provided elsewhere in this Plan, the determination period
                  shall be the period elected by the Employer in the Adoption
                  Agreement. If the Employer makes no election, the
                  determination period shall be the Plan Year. For purposes of
                  allocations of Employer Profit Sharing or Matching
                  Contributions, the definition of Compensation in Section
                  6.6(A)(2)(a) shall be used, as modified in the Adoption


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                  Agreement.

                  Notwithstanding the above, if elected by the Employer in the
                  Adoption Agreement, Compensation for allocation purposes shall
                  include any amount which is contributed by the Employer
                  pursuant to a salary reduction agreement and which is not
                  includible in the gross income of the employee under Sections
                  125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code.

            (2)   For years beginning after December 31, 1988, and prior to
                  January 1, 1994, the annual Compensation of each Participant
                  taken into account for determining all benefits provided under
                  the Plan for any determination period shall not exceed
                  $200,000. This limitation shall be adjusted by the Secretary
                  at the same time and in the same manner as under Section
                  415(d) of the Code except that the dollar increase in effect
                  on January 1 of any calendar year is effective for plan years
                  beginning in such calendar year and the first adjustment to
                  the $200,000 limitation is effective on January 1, 1990. After
                  December 31, 1993, the annual Compensation of each Participant
                  taken into account for determining all benefits provided under
                  the Plan for any determination period shall not exceed
                  $150,000, or such other lesser amount as may be specified in
                  the Adoption Agreement. This limitation shall be adjusted by
                  the Secretary at the same time and in the same manner as under
                  Section 415(d) of the Code. If a Plan determines Compensation
                  on a period of time that contains fewer than 12 calendar
                  months, then the annual Compensation limit is an amount equal
                  to the annual Compensation limit for the calendar year in
                  which the Compensation period begins multiplied by a ratio
                  obtained by dividing the number of full months in the period
                  by 12.

                  In determining the Compensation of a Participant for purposes
                  of this limitation, the rules of Section 414(q)(6) of the Code
                  shall apply, except in applying such rules, the term "family"
                  shall include only the Spouse of the Participant and any
                  lineal descendants of the Participant who have not attained
                  age 19 before the close of the year. If, as a result of the
                  application of such rules the adjusted annual compensation
                  limitation is exceeded, then (except for purposes of
                  determining the portion of Compensation up to the integration
                  level if this Plan provides for permitted disparity), the
                  limitation shall be prorated among the affected individuals in
                  proportion to each such individual's Compensation as
                  determined under this Section prior to the application of this
                  limitation.

                  If compensation for any prior determination period is taken
                  into account in determining an Employee's allocations or
                  benefits for the current determination period, the
                  compensation for such prior year is subject to the applicable
                  annual compensation limit in effect for that prior year. For
                  this purpose, for years beginning before January 1, 1990, the
                  applicable compensation limit is $200,000. In addition, in
                  determining allocations in plan years beginning on or after
                  January 1, 1994, the annual compensation limit in effect for
                  determination periods beginning before that date is $150,000.

      (I)   Disability:  The inability to engage in any substantial  gainful
            activity by reason of any medically determinable physical  or mental
            impairment 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  twelve  (12) months.  The permanence and degree of such
            impairment  shall be supported by medical  evidence.  The Employer
            shall  determine the  existence of a Disability based on its current
            disability policy, applied on a uniform and nondiscriminatory basis.

      (J)   Earned Income:The net earnings from self-employment  in the trade or
            business with respect to  which  the Plan is  established, for which
            personal services of the individual are a material  income-producing


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            factor.  Net earnings will be determined without regard to items not
            included in gross income and the deductions allocable to such items.
            Net earnings  are  reduced by  contributions  by the  Employer  to a
            qualified Plan  to  the  extent  deductible  under  Section  404  of
            the  Code.  Net earnings shall be  determined  with  regard  to  the
            deduction  allowed to the taxpayer by Section 164(f) of the Code for
            taxable years  beginning  after December 31, 1989.

      (K)   Early Retirement Date: The date specified in the Adoption Agreement
            at which a participating Employee may receive an early retirement
            benefit.

      (L)   Effective Date: The date specified in the Adoption Agreement which
            shall be the effective date of the provisions of this Plan, unless
            modified in Item B(18) of the Adoption Agreement. If the Plan is a
            restatement of an existing Plan, the original effective date of the
            Plan shall be as specified in the Adoption Agreement.

      (M)   Eligible Employee: Any Employee who is eligible to receive an
            Employer contribution (including forfeitures), as defined in Item
            B(6) of the Adoption Agreement.

      (N)   Eligibility Computation Period: For purposes of determining Years of
            Service and Breaks in Service for purposes of eligibility, the
            initial Eligibility Computation Period is the 12-consecutive month
            period beginning on the Employee's Employment Commencement Date.

            (1)   For plans in which the Eligibility Computation Periods
                  commence on the 12-consecutive month anniversary of the
                  Employee's Employment Commencement Date, the succeeding
                  12-consecutive month periods commence with the first
                  anniversary of the Employee's Employment Commencement Date.

            (2)   For plans in which the Eligibility Computation Period shifts
                  to the Plan Year, the succeeding 12-consecutive month periods
                  commence with the first Plan Year which commences prior to the
                  first anniversary of the Employee's Employment Commencement
                  Date regardless of whether the Employee is entitled to be
                  credited with number of Hours of Service specified in the
                  Adoption Agreement during the initial Eligibility Computation
                  Period. An Employee who is credited with number of Hours of
                  Service specified in the Adoption Agreement in both the
                  initial Eligibility Computation Period and the first Plan Year
                  which commences prior to the first anniversary of the
                  Employee's initial Eligibility Computation Period will be
                  credited with two Years of Service for purposes of eligibility
                  to participate.

                  Years of Service and Breaks in Service will be measured on the
                  same Eligibility Computation Period.

            (3)   Notwithstanding any other provisions of this section, if the
                  elapsed time method of crediting service is elected in the
                  Adoption Agreement for purposes of eligibility, an Employee
                  will receive credit for the aggregate of all time periods
                  completed (as may be elected in the Adoption Agreement)
                  beginning with the Employee's Employment Commencement Date or
                  Reemployment Commencement Date and ending on the date a Break
                  In Service begins. The Employee will receive credit for any
                  Period of Severance of less than 12 consecutive months.

      (O)   Employee: Any employee, including any Self Employed Individual, of
            the Employer maintaining the Plan or of any other employer required
            to be aggregated with such Employer under Sections 414(b), (c), (m)
            or (o) of the Code.

            The term Employee shall also include any Leased Employee deemed to
            be an Employee of any Employer described in the previous paragraph
            as provided in Sections 414(n) or (o) of the Code.

      (P)   Employer: The Employer specified in the Adoption Agreement and any


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            successor to the business of the Employer establishing the Plan,
            which shall be the Plan Administrator for purposes of Section 3(16)
            of ERISA, a Named Fiduciary as defined in ERISA, and which may
            delegate all or any part of its powers, duties and authorities in
            such capacity without ceasing to be such Plan Administrator.

      (Q)   Employment  Commencement  Date:  The date on which an Employee first
            performs an Hour of Service for the Employer.

      (R)   Entry Date: The date selected by the Employer in Item B(6)(d) of the
            Adoption Agreement, which shall be:

            (1)   The Effective Date of the Plan, for any Employee who has
                  satisfied the eligibility requirements set forth in the
                  Adoption Agreement;

            (2)   The first day of the month which coincides with or immediately
                  follows the date on which the Employee satisfies the
                  eligibility requirements set forth in the Adoption Agreement;

            (3)   The first day of the Plan Year or the fourth, seventh, or
                  tenth month of the Plan Year which coincides with or
                  immediately follows the date on which the Employee satisfies
                  such eligibility requirements;

            (4)   The first day of the Plan Year or the seventh month of the
                  Plan Year which coincides with or immediately follows the date
                  on which the Employee satisfies such eligibility requirements;

            (5)   The first day of the Plan Year, but only if the eligibility
                  service requirements specified in Item B(6)(d) are six months
                  or less; or,

            (6)   As soon as practicable after the Employee satisfies such
                  eligibility requirements specified in the Adoption Agreement,
                  but in no event beyond the date which would be six months
                  following the date on which the Employee first completes the
                  eligibility requirements specified in the Adoption Agreement.

      (S)   ERISA:  The  Employee  Retirement  Income  Security  Act of 1974, as
            amended.

      (T)   Highly Compensated Employee: The term Highly Compensated Employee
            includes highly compensated active employees and highly compensated
            former employees.

            A highly compensated active employee includes any Employee who
            performs service for the Employer during the determination year and
            who, during the look-back year: (i) received Compensation from the
            Employer in excess of $75,000 (as adjusted pursuant to Section
            415(d) of the Code); (ii) received Compensation from the Employer in
            excess of $50,000 (as adjusted pursuant to Section 415(d) of the
            Code) and was a member of the top-paid group for such year; or (iii)
            was an officer of the Employer and received Compensation during such
            year that is greater than 50 percent of the dollar limitation in
            effect under section 415(b)(1)(A) of the Code. The term Highly
            Compensated Employee also includes: (i) Employees who are both
            described in the preceding sentence if the term "determination year"
            is substituted for the term "look-back year" and the Employee is one
            of the 100 Employees who receive the most compensation from the
            Employer during the determination year; and (ii) Employees who are 5
            percent owners at any time during the look-back year or
            determination year.

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

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


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

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

            For purposes of this Section, family member includes the Spouse,
            lineal ascendants and descendants of the employee or former employee
            and the spouses of such lineal ascendants and descendants.

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

      (U)   Hour of Service:

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

            (2)   Each hour for which an Employee is paid, or entitled to
                  payment, by the Employer on account of a period of time during
                  which no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including Disability), layoff,
                  jury duty, military duty, or leave of absence. No more than
                  501 Hours of Service shall be credited under this paragraph
                  for any single continuous period (whether or not such period
                  occurs in a single computation period). Hours under this
                  paragraph shall be calculated and credited pursuant to Section
                  2530.200b-2 of the Department of Labor Regulations which are
                  incorporated herein by reference; and

            (3)   Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer. The
                  same Hours of Service shall not be credited both under
                  subparagraph (1) or subparagraph (2), as the case may be, and
                  under this subparagraph (3). These hours shall be credited to
                  the Employee for the computation period or periods to which
                  the award or agreement pertains rather than for the
                  computation period in which the award, agreement or payment is
                  made.

                  Hours of Service will be credited for employment with other
                  members of an affiliated service group (under Section 414(m)),
                  a controlled group of corporations (under Section 414(b)), or
                  a group of trades or businesses under common control (under
                  Section 414(c)) of which the adopting Employer is a member,
                  and any other entity required to be aggregated with the
                  Employer pursuant to Section 414(o).

                  Hours of Service will also be credited for any individual


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                  considered an Employee for purposes of this Plan under
                  Sections 414(n) or 414(o).

            (4)   Where the Employer maintains the Plan of a predecessor
                  employer, service for such predecessor employer shall be
                  treated as service for the Employer. If the Employer does not
                  maintain the Plan of a predecessor employer, the Plan does not
                  credit service with the predecessor employer, unless the
                  Employer identifies the predecessor in its Adoption Agreement
                  and specifies the purposes for which the Plan will credit
                  service with that predecessor employer.

            (5)   Solely for purposes of determining whether a Break-in-Service,
                  as defined in Section 1.1(E), for participation and vesting
                  purposes has occurred in a computation period, an individual
                  who is absent from work for maternity or paternity reasons
                  shall receive credit for the Hours of Service which would
                  otherwise have been credited to such individual but for such
                  absence, or in any case in which such hours cannot be
                  determined, 8 Hours of Service per day of such absence. For
                  purposes of this paragraph, an absence from work for maternity
                  or paternity reasons means an absence (1) by reason of the
                  pregnancy of the individual, (2) by reason of a birth of a
                  child of the individual, (3) by reason of the placement of a
                  child with the individual in connection with the adoption of
                  such child by such individual, or (4) for purposes of caring
                  for such child for a period beginning immediately following
                  such birth or placement. The Hours of Service credited under
                  this paragraph shall be credited (1) in the computation period
                  in which the absence begins if the crediting is necessary to
                  prevent a Break-in-Service in that period, or (2) in all other
                  cases, in the following computation period.

            (6)   Hours of Service will be determined on the basis of the method
                  selected in the Adoption Agreement.

      (V)   Investment Fund: One of the funds provided for in Section 10.7, and
            as selected by the Employer, as a Named Fiduciary, on the Investment
            Fund Designation portion of the Adoption Agreement.

      (W)   Leased Employee: Any person(other than an employee of the recipient)
            who pursuant to an agreement between the recipient and any other
            person ("leasing  organization")  has  performed  services for the
            recipient (or for the  recipient 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  employer.  Contributions or
            benefits   provided  a  leased employee by the leasing  organization
            which are   attributable  to  services  performed for  the recipient
            employer  shall be treated as provided by the recipient employer.

            A leased employee shall not be considered an employee of the
            recipient if: (i) such employee is covered by a money purchase
            pension Plan providing: (1) a nonintegrated employer contribution
            rate of at least 10 percent of compensation, as defined in Section
            415(c)(3) of the Code, but including amounts contributed pursuant to
            a salary reduction agreement which are excludable from the
            employee's gross income under Section 125, Section 402(e)(3),
            Section 402(h)(1)(B) or Section 403(b) of the Code, (2) immediate
            participation, and (3) full and immediate vesting; and (ii) leased
            employees do not constitute more than 20 percent of the recipient's
            nonhighly compensated workforce.

      (X)   Net Profits: Current and accumulated earnings of the Employer before
            Federal and state taxes and contributions to this and any other
            qualified Plan, determined by the Employer in accordance with
            generally accepted accounting principles.

      (Y)   Nonhighly  Compensated  Employee: An Employee of the Employer who is
            neither a Highly Compensated Employee nor a Family Member.


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      (Z)   Normal Retirement Date: The date specified in the Adoption Agreement
            at which a participant shall become fully vested in his account
            balances, as provided for in this document.

      (AA)  Owner-Employee: An individual who is a sole proprietor, or who is a
            partner owning more than 10 percent of either the capital or profits
            interest of the partnership.

      (BB)  Paired Plans: The Employer has adopted Plan #001 and Plan #003,
            both using this basic Plan document, which constitutes a set of
            "paired plans" as defined by the Internal Revenue Service in Revenue
            Procedure 89-9, or any successor thereto.

      (CC)  Participant: A person who becomes eligible to participate in
            accordance with the provisions of Article II, and whose
            participation has not been terminated.

      (DD)  Permitted Disparity Level: The level selected in the Adoption
            Agreement, not to exceed the Taxable Wage Base in effect at the
            beginning of the Plan Year. The Taxable Wage Base is the
            contribution and benefit base under section 230 of the Social
            Security Act at the beginning of the year.

      (EE)  Period of Service: The period beginning on the Employee's Employment
            Commencement Date or Reemployment Commencement Date, and ending on
            the date a Period of Severance begins. The Employee will receive
            credit for any Period of Service of less than 12 consecutive months.
            Fractional periods of a year will be expressed in days.

      (FF)  Period of Severance: A continuous period of time during which the
            Employee is not employed by the Employer. A Period of Severance
            begins on the date the Employee retires, quits, or is discharged or
            dies, or if earlier, the twelve month anniversary of the date on
            which the Employee was first absent from work for any other reason;
            provided, that if an Employee is absent from work for any other
            reason and retires, quits, is discharged, or dies within 12 months,
            the Period of Severance begins on the day the Employee quits,
            retires, is discharged, or dies.

      (GG)  Plan: This Plan established by the Employer as embodied in this
            agreement and in the Adoption Agreement, and all subsequent
            amendments thereto.

      (HH)  Plan Year: The 12-consecutive month period designated by the
            Employer in the Adoption Agreement. In the event that the original
            Effective Date is not the first day of the Plan Year, the first Plan
            Year shall be a short Plan Year, beginning on the original Effective
            Date, and ending on the last day of the Plan Year as specified in
            the Adoption Agreement.

      (II)  Qualified Distribution Date: For purposes of Section 7.13, the
            Qualified Distribution Date, if selected in the Adoption Agreement,
            shall be the earliest retirement date specified in Code Section
            414(p) and shall operate to allow a distribution to an Alternate
            Payee at the time a domestic relations order is determined to be
            qualified.

      (JJ)  Reemployment Commencement Date: The date on which an Employee
            completes an Hour of Service with the Employer after a Break In
            Service or a Period of Severance.

      (KK)  Related Employers: Any employer related to the Employer as a
            controlled group of corporations (as defined in Section 414(b of
            the Code), a group of trades or businesses (whether or not
            incorporated) which are under common control (as defined in Section
            414(c)) or an affiliated service group (as defined in Section 414(m)
            or in Section 414(o) of the Code). If the Employer is a member of a
            related group, the term "Employer" includes the related group
            members for purposes of crediting Hours of Service, determining
            Years of Service and Breaks in Service


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            under Article II, applying participation and coverage testing,
            applying the limitations on allocations in Section 6.6, applying the
            top heavy rules and the minimum allocation requirements of Article
            IX, the definitions of Employee,Highly Compensated Employee,
            Compensation and Leased Employee, and for any other purpose required
            by the applicable Code section or by a Plan provision. However, an
            Employer may contribute to the Plan only by signing the Adoption
            Agreement or a Participation Agreement to the Employer's Adoption
            Agreement. If one or more of the Employer's related group members
            become Participating Employers by executing a Participation
            Agreement to the Employer's Adoption Agreement, the term "Employer"
            includes the participating related group members for all purposes of
            the Plan, and "Plan Administrator" means the Employer that is the
            signatory to the Adoption Agreement.

            If the Employer's Plan is a standardized Plan, all Employees of the
            Employer or of any member of the Employer's related group, are
            eligible to participate in the Plan, irrespective of whether the
            related group member directly employing the Employee is a
            Participating Employer. If the Employer's Plan is a nonstandardized
            Plan, the Employer must specify in Item B(5) of its Adoption
            Agreement, whether the Employees of related group members that are
            not Participating Employers are eligible to participate in the Plan.
            Under a nonstandardized Plan, the Employer may elect to exclude from
            the definition of "Compensation" for allocation purposes any
            Compensation received from a related employer that has not executed
            a Participation Agreement and whose Employees are not eligible to
            participate in the Plan.

      (LL)  Self-employed Individual: An individual who has Earned Income for
            the taxable year from the trade or business for which the Plan is
            established; also, an individual who would have had Earned Income
            but for the fact that the trade or business had no Net Profits for
            the taxable year.

      (MM)  Spouse: The person to whom the Participant is legally married at the
            relevant time. Notwithstanding the foregoing, if selected in the
            Adoption Agreement, Spouse shall only refer to an individual to whom
            a Participant has been married to for a period of at least one year,
            ending at the relevant time.

      (NN)  Stockholder-Employee: An employee or officer of an electing small
            business (Subchapter S) corporation who owns (or is considered as
            owning within the meaning of Section 318(a)(1) of the Code), on any
            day during the taxable year of such corporation, more than 5% of the
            outstanding stock of the corporation.

      (OO)  Termination  Date:  The date on which a Participant's employment  is
            terminated as provided in Section 5.1.

      (PP)  Trustee: The entity specified in Item B(17) of the Adoption
            Agreement, which shall be any bank or trust company which is
            affiliated with KeyCorp. within the meaning of Section 1504 of the
            Code, each of which with full trust powers, and its successors by
            merger or reorganization.

      (QQ)  Trust Fund:  All assets held under the Plan by the Trustee.

      (RR)  Valuation Date. The date on which the assets of the Trust shall be
            valued, as provided for herein, with earning or losses since the
            previous Valuation Date being credited,as appropriate to Participant
            accounts. Notwithstanding anything to the contrary in the Plan, the
            Valuation date shall be each business day that the Trustee and the
            New York Stock Exchange are each open for business, provided,
            however, that the Trustee shall not be obligated to value the Trust
            in the event, through circumstances beyond its control, appropriate
            prices may not be obtained for the assets held in the Investment
            Funds.

      (SS)  Vesting Computation Period. The Vesting Computation Period shall be
            the 12-consecutive month period selected by the Employer in the


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            Adoption Agreement.

      (TT)  Year of Participation: For purposes of vesting, a twelve (12) month
            period in which an Employee has a balance in an account established
            under a 401(k)/401(m) arrangement regardless of whether the Employee
            is currently making contributions under the arrangement.

      (UU)  Year of Service: (i) If the elapsed time method of crediting service
            is elected in the Adoption Agreement, a Year of Service will mean a
            one-year Period of Service. If the actual hours method of crediting
            service is elected in the Adoption Agreement, a Year of Service will
            mean a 12-consecutive month period as specified in the Adoption
            Agreement during which the Employee completes the number of Hours of
            Service (not to exceed 1000) specified in the Adoption Agreement.

1.2   Gender and Number. Unless the context indicates otherwise, the masculine
      shall include the feminine, and the use of any words herein in the
      singular shall include the plural and vice versa.

1.3   Control of Trades or Businesses by Owner-Employee. If this Plan provides
      contributions or benefits for one or more Owner-Employees who control both
      the business for which this Plan is established and one or more other
      trades or businesses, this Plan and the Plan established for other trades
      or businesses must, when looked at as a single Plan, satisfy Sections
      401(a) and (d) for the employees of this and all other trades or
      businesses.

      If the Plan provides contributions or benefits for one or more
      Owner-Employees who control one or more other trades or businesses, the
      employees of the other trades or businesses must be included in a Plan
      which satisfies Sections 401(a) and (d) and which provides contributions
      and benefits not less favorable than provided for Owner-Employees under
      this Plan.

      If an individual is covered as an Owner-Employee under the plans of two or
      more trades or businesses which are not controlled and the individual
      controls a trade or business, then the contributions or benefits of the
      employees under the Plan of the trades or businesses which are controlled
      must be as favorable as those provided for him under the most favorable
      Plan of the trade or business which is not controlled.

      For purposes of the preceding paragraphs, an Owner-Employee, or two or
      more Owner-Employees, will be considered to control a trade or business if
      the Owner-Employee, or two or more Owner-Employees together:

      (1)   Own the entire interest in an unincorporated trade or business, or

      (2)   In the case of a partnership, own more than 50 percent of either
            capital interest or the profits interest in the partnership.

            For purposes of the preceding sentence, an Owner-Employee, or two or
            more Owner-Employees shall be treated as owning any interest in a
            partnership which is owned, directly or indirectly, by a partnership
            which such Owner-Employee, or such two or more Owner-Employees, are
            considered to control within the meaning of the preceding sentence.

                                   ARTICLE II
                             ELIGIBILITY AND VESTING

2.1   Eligibility.

      (A)   Participation. Every Employee who meets the eligibility requirements
            specified by the Employer in the Adoption Agreement shall become
            eligible to commence participation in this Plan.

      (B)   Commencement of Participation.

            (1)   For purposes of Money Purchase Pension Plans, Profit Sharing
                  Plans and 401(k) Plans with Profit Sharing Contributions, each
                  Eligible Employee shall commence participation on the Entry


                                     Page 9
<PAGE>   10
                  Date.

            (2)   For purposes of 401(k) and 401(m) arrangements, an Eligible
                  Employee may, but is not required to, enroll as a Participant
                  as of the Entry Date on which such Employee is initially
                  eligible by filing with the Committee before such date, an
                  enrollment form prescribed by the Committee. The time period
                  for filing an enrollment form shall be determined by the
                  Committee. The form shall include an authorization and request
                  to the Employer to deduct from such Participant's Compensation
                  in each pay period the designated After Tax Contributions,
                  and/or to reduce such Participant's Compensation in each pay
                  period by the amount of the designated Before Tax
                  Contributions.

      (C)   Years of Service Counted Towards Eligibility. All Years of Service
            with the Employer are counted toward eligibility except the
            following:

            (1)   In a Plan which (a) requires an Employee to complete more than
                  one Year of Service as an eligibility requirement and (b)
                  provides immediate 100% vesting in a Participant's Employer
                  Contribution Account after not more than two (2) Years of
                  Service, if an Employee has a 1-year Break in Service before
                  satisfying the Plan's requirement for eligibility, service
                  before such break will not be taken into account.

            (2)   In the case of a Participant who does not have any
                  nonforfeitable right to the account balance derived from
                  Employer contributions, Years of Service before a period of
                  consecutive 1-year Breaks in Service will not be taken into
                  account in computing eligibility service if the number of
                  consecutive 1-year Breaks in Service in such period equals or
                  exceeds the greater of 5 or the aggregate number of Years of
                  Service. Such aggregate number of Years of Service will not
                  include any Years of Service disregarded under the preceding
                  sentence by reason of prior Breaks in Service.

            (3)   If a Participant's Years of Service are disregarded pursuant
                  to the preceding paragraph, such Participant will be treated
                  as a new Employee for eligibility purposes. If a Participant's
                  Years of Service may not be disregarded pursuant to the
                  preceding paragraph, such Participant shall continue to
                  participate in the Plan, or, if terminated, shall participate
                  immediately upon reemployment.

      (D)   Eligibility Break in Service, One Year Hold-Out Rule. If the Plan is
            a nonstandardized Plan, then:

            (1)   In the case of any Participant who has a 1-year Break in
                  Service or Severance, years of eligibility service before such
                  break will not be taken into account until the Employee has
                  completed a Year of Service after returning to employment.

            (2)   For plans in which the eligibility computation is measured
                  with reference to the Employment Commencement Date, such Year
                  of Service will be measured beginning on the Employee's
                  Reemployment Commencement Date and, if necessary, subsequent
                  12-consecutive month periods beginning on anniversaries of the
                  Reemployment Commencement Date.

            (3)   For plans which shift the Eligibility Computation Period to
                  the Plan Year, such Year of Service will be measured by the
                  12-consecutive month period beginning on the Employee's
                  Reemployment Commencement Date and, if necessary, Plan Years
                  beginning with the Plan Year which includes the first
                  anniversary of the Reemployment Commencement Date.

            (4)   If a Participant completes a Year of Service in accordance
                  with this provision, his or her participation will be
                  reinstated as a Participant as of the Reemployment


                                    Page 10
<PAGE>   11
                  Commencement Date.

      (E)   Participation Upon Return to Eligible Class.

            (1)   In the event a Participant is no longer a member of an
                  eligible class of Employees and becomes ineligible to
                  participate but has not incurred a Break In Service, such
                  Employee shall participate immediately upon returning to an
                  eligible class of Employees. If such Participant incurs a
                  Break In Service eligibility will be determined under the
                  Break in Service rules of the Plan.

            (2)   In the event an Employee who is not a member of an eligible
                  class of Employees becomes a member of an eligible class, such
                  Employee will participate immediately if such Employee has
                  satisfied the minimum age and service requirements and would
                  have otherwise previously become a Participant.

2.2   Vesting.

      (A)   Vesting Schedule. In the case of an Employee who terminates
            participation under this Plan for any reason other than death,
            Disability, or employment at the Normal Retirement Date, such
            Participant, as of the last day of his participation under this
            Plan, shall have a vested interest in his Employer Contribution
            Account pursuant to the formula specified by the Employer in the
            Adoption Agreement.

      (B)   Vesting Upon Normal Retirement Date. Notwithstanding the vesting
            schedule elected by the Employer in Items B(7)(a) or C(4)(d) of the
            Adoption Agreement, an Employee's right to his or her Employer
            Contribution balance shall be nonforfeitable at the Employee's
            Normal Retirement Date.

      (C)   Vesting Break in Service - 1 Year Holdout. In the case of any
            Participant who has incurred a 1-year Break in Service, Years of
            Service before such break will not be taken into account until the
            Participant has completed a Year of Service after such Break in
            Service.

      (D)   Vesting for Pre-Break and Post-Break Account. In the case of a
            Participant who has 5 or more consecutive 1-year Breaks in Service,
            all service after such Breaks in Service will be disregarded for the
            purpose of vesting the employer-derived account balance that accrued
            before such Breaks in Service. Such Participant's pre-break service
            will count in vesting the post-break employer-derived account
            balance only if either:

            (1)   such Participant has any nonforfeitable interest in the
                  account balance attributable to employer contributions at the
                  time of separation from service; or

            (2)   upon returning to service the number of consecutive 1-year
                  Breaks in Service is less than the number of Years of Service.
                  Separate accounts will be maintained for the Participant's
                  pre-break and post-break Employer Contribution Account
                  balance. Both accounts will share in the earnings and losses
                  of the Trust Fund.

      (E)   Amendment of Vesting Schedule. If the Plan's vesting schedule is
            amended, or the Plan is amended in any way that directly or
            indirectly affects the computation of the Participant's
            nonforfeitable percentage or if the Plan is deemed amended by an
            automatic change to or from a top-heavy vesting schedule, each
            Participant with at least three (3) Years of Service with the
            Employer may elect within a reasonable period after the adoption of
            the amendment or change, to have the nonforfeitable percentage
            computed under this Plan without regard to such amendment or change.
            For Participants who do not have at least 1 Hour of Service in any
            Plan Year beginning after December 31, 1988, the preceding sentence
            shall be applied by substituting "5


                                    Page 11
<PAGE>   12
            Years  of  Service"  for  "3  Years  of Service" where such language
            appears.

            This period during which the election may be made shall commence
            with the date the amendment is adopted or deemed to be made and
            shall end on the latest of:

            (1)   Sixty (60) days after the amendment is adopted;
            (2)   Sixty (60) days after the amendment becomes effective; or
            (3)   Sixty (60) days after the  Participant  is issued  written
                  notice of the amendment by the Employer or Committee.

      (F)   Amendment Affecting Vested and/or Accrued Benefits. No amendment to
            the Plan shall be effective to the extent that it has the effect of
            decreasing a Participant's accrued benefit. Notwithstanding the
            preceding sentence, a Participant's account balance may be reduced
            to the extent permitted under Section 412(c)(8) of the Code. For
            purposes of this paragraph, a Plan amendment which has the effect of
            decreasing a Participant's account balance or eliminating an
            optional form of benefit, with respect to benefits attributable to
            service before the amendment shall be treated as reducing an accrued
            benefit. Furthermore,if the vesting schedule of a Plan is amended,
            in the case of an Employee who is a Participant as of the later of
            the date such amendment is adopted or the date it becomes effective,
            the nonforfeitable percentage (determined as of such date) of such
            Employee's Employer-derived accrued benefit will not be less than
            the percentage computed under the Plan without regard to such
            amendment.

                                   ARTICLE III
                    CODE 401(k) AND CODE 401(m) ARRANGEMENTS

3.1   Provision   Relating   to  Both   Before Tax Contributions and  After  Tax
      Contributions.

      (A)   Definitions: The following definitions are applicable to this
            Article of the Plan.

            (1)   Actual Deferral Percentage or ADP: for a specified group of
                  Participants for a Plan Year, the average of the ratios
                  (calculated separately for each Participant in such group) of
                  (1) the amount of Employer contributions actually paid over to
                  the trust on behalf of such Participant for the Plan Year to
                  (2) the Participant's Compensation for such Plan Year (whether
                  or not the Employee was a Participant for the entire Plan
                  Year, but limited to that portion of the Plan Year in which
                  the Employee was an Eligible Participant if the Employer so
                  elects for such Plan Year to so limit Compensation for all
                  Eligible Employees). Employer contributions on behalf of any
                  Participant shall include (1) any Before Tax Contributions
                  made pursuant to the Participant's deferral election,
                  including Excess Before Tax Contributions, but excluding
                  Before Tax Contributions that are taken into account in the
                  Contribution Percentage test (provided the ADP test is
                  satisfied both with and without exclusion of these Before Tax
                  Contributions); and (2) at the election of the Employer,
                  Qualified Non-elective Contributions and Qualified Matching
                  Contributions. For purposes of computing Actual Deferral
                  Percentages, an Employee who would be a Participant but for
                  the failure to make Before Tax Contributions shall be treated
                  as a participant on whose behalf no Before Tax Contributions
                  are made.

            (2)   After Tax Contributions ("Employee Contributions"): Any
                  contribution made to the Plan by or on behalf of a Participant
                  that is included in the Participant's gross income in the year
                  in which made and that is maintained under a separate account
                  to which earnings and losses are allocated.

            (3)   Aggregate Limit: The sum of (i) 125 percent of the greater of
                  the ADP of the Non-highly Compensated Employees for the Plan


                                    Page 12
<PAGE>   13
                  Year or the ACP of Non-highly Compensated Employees under the
                  Plan subject to Code Section 401(m) for the Plan Year
                  beginning with or within the Plan Year of the cash or deferred
                  arrangement and (ii) the lesser of 200% or two plus the lesser
                  of such ADP or ACP. "Lesser" is substituted for "greater" in
                  "(i)", above, and "greater" is substituted for "lesser" after
                  "two plus the" in "(ii)" if it would result in a larger
                  Aggregate Limit.

            (4)   Average Contribution Percentage or ACP: the average (expressed
                  as a  percentage)  of  the  Contribution  Percentages  of  the
                  Eligible Participants in a group.

            (5)   Before Tax Contributions ("Elective Deferrals"): Employer
                  contributions made to the Plan at the election of the
                  Participant, in lieu of cash compensation, which shall include
                  contributions made pursuant to a salary reduction agreement or
                  other deferral mechanism. With respect to any taxable year, a
                  Participant's Before Tax Contributions are the sum of all
                  Employer contributions made on behalf of such Participant
                  pursuant to an election to defer under any qualified cash or
                  deferred arrangement as described in Section 401(k) of the
                  Code, any simplified employee pension cash or deferred
                  arrangement as described in Code Section 402(h)(1)(B), any
                  eligible deferred compensation Plan under Code Section 457,
                  any Plan as described under Code Section 457, any Plan as
                  described under Code Section 501(c)(18), and any Employer
                  contributions made on behalf of a Participant for the purchase
                  of an annuity contract under Code Section 403(b) pursuant to a
                  salary reduction agreement.

            (6)   Contribution Percentage: The ratio (expressed as a percentage)
                  of the Participant's Contribution Percentage Amounts to the
                  Participant's Compensation for the Plan Year (whether or not
                  the Employee was a Participant for the entire Plan Year, but
                  limited to that portion of the Plan Year in which the Employee
                  was an Eligible Participant if the Employer so elects for such
                  Plan Year to so limit Compensation for all Eligible
                  Employees).

            (7)   Contribution Percentage Amounts: The sum of the After Tax
                  Contributions, Matching Contributions, and Qualified Matching
                  Contributions (to the extent not taken into account for
                  purposes of the ADP test) made under the Plan on behalf of the
                  Participant for the Plan Year. Such Contribution Percentage
                  Amounts shall not include Matching Contributions that are
                  forfeited either to correct Excess Aggregate Contributions or
                  because the contributions to which they relate are Excess
                  Before Tax Contributions, Excess Contributions or Excess
                  Aggregate Contributions. If so elected in the Adoption
                  Agreement the Employer may include Qualified Non-elective
                  Contributions in the Contribution Percentage Amounts. The
                  Employer also may elect to use Before Tax Contributions in the
                  Contribution Percentage Amounts so long as the ADP test is met
                  before the Before Tax Contributions are used in the ACP test
                  and continues to be met following the exclusion of those
                  Before Tax Contributions that are used to meet the ACP test.

            (8)   Eligible Participant: Any Employee who is eligible to make an
                  After Tax Contribution or a Before Tax Contribution (if the
                  Employer takes such contributions into account in the
                  calculation of the Contribution Percentage), or to receive a
                  Matching Contribution (including forfeitures) or a Qualified
                  Matching Contribution. If an After Tax Contribution is
                  required as a condition of participation in the Plan, any
                  Employee who would be a Participant in the Plan if such
                  Employee made such a contribution shall be treated as an
                  eligible Employee on behalf of whom no After Tax Contributions
                  are made.

            (9)   Excess Aggregate Contributions: With respect to any Plan Year,


                                    Page 13
<PAGE>   14
                  the excess of:

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

                  (b)   The maximum Contribution Percentage Amounts permitted by
                        the ACP test (determined by reducing contributions made
                        on behalf of Highly Compensated Employees in order of
                        their Contribution Percentages beginning with the
                        highest of such percentages).

                        Such determination shall be made after first determining
                        Excess Before Tax Contributions pursuant to Section
                        3.2(D) and (E) and then determining Excess Contributions
                        pursuant to section 3.2(F), (G) and (H).

            (10)  Excess Before Tax Contributions ("Excess Elective Deferrals"):
                  Those Before Tax Contributions that are includible in a
                  Participant's gross income under Section 402(g) of the Code to
                  the extent such Participant's Before Tax Contributions for a
                  taxable year exceed the dollar limitation under such Code
                  section. Excess Before Tax Contributions shall be treated as
                  Annual Additions under the Plan, unless such amounts are
                  distributed no later than the first April 15 following the
                  close of the Participants taxable year. Excess Before Tax
                  Contributions shall be adjusted for income or loss up to the
                  end of the taxable year of the Employee, and if elected in the
                  Adoption Agreement, for the income or loss attributable to the
                  period from the end of the Employee's taxable year to the date
                  of distribution (the "Gap Period"). The income or loss
                  allocable to Excess Before Tax Contributions is (1) the income
                  or loss allocable to the Participant's Before Tax Contribution
                  Account for the taxable year multiplied by a fraction, the
                  numerator of which is such Participant's Excess Before Tax
                  Contributions for the year and the denominator is the
                  Participant's account balance attributable to Before Tax
                  Contributions without regard to any income or loss occurring
                  during such taxable year plus, (2) if Gap Period income or
                  loss applies, ten percent of the amount determined under (1)
                  multiplied by the number of whole calendar months between the
                  end of the Participant's taxable year and the date of
                  distribution, counting the month of distribution if
                  distribution occurs after the 15th of such month.

            (11)  Excess  Contributions:  With  respect  to any Plan  Year,  the
                  excess of:

                  (a)   The aggregate amount of Employer contributions actually
                        taken into account in computing the ADP of Highly
                        Compensated Employee for such Plan Year, over

                  (b)   The maximum amount of such contributions permitted by
                        the ADP test (determined by reducing contributions made
                        on behalf of Highly Compensated Employee in order of the
                        ADPs, beginning with the highest of such percentages).

            (12)  Matching Contributions: An Employer contribution made to this
                  or any other defined contribution Plan on behalf of a
                  Participant on account of an After Tax Contribution made by
                  such Participant, or on account of a Participant's Before Tax
                  Contribution, under a Plan maintained by the Employer.

            (13)  Qualified Matching Contributions: Matching Contributions which
                  are subject to the distribution and nonforfeitability
                  requirements under Section 401(k) of the Code when made.
                  Qualified Matching Contributions shall be allocated, in the
                  discretion of Employer, to the accounts of all Employees, or
                  only to the accounts of Non-highly Compensated Employees.


                                    Page 14
<PAGE>   15
            (14)  Qualified Non-elective Contributions: Contributions (other
                  than Matching Contributions or Qualified Matching
                  Contributions) made by the Employer and allocated to
                  Participants' accounts that the Participants may not elect to
                  receive in cash until distributed from the Plan; that are
                  nonforfeitable when made; and that are distributable only in
                  accordance with the distribution provisions that are
                  applicable to Before Tax Contributions and Qualified Matching
                  Contributions. Qualified Non-elective Contributions shall be
                  allocated, in the discretion of Employer, to the accounts of
                  all Employees, or only to the accounts of Non-highly
                  Compensated Employees.

      (B)   Nonforfeitability and Vesting. The Participant's accrued benefits
            derived from Before Tax Contributions and After Tax Contributions
            are nonforfeitable and fully vested.

      (C)   Notice to Committee. The Committee shall set the time period during
            which a Participant may provide written notice to increase, decrease
            or terminate Before Tax Contributions and After Tax Contributions.

      (D)   Suspension After Receipt of Hardship Distribution. If the Employer
            has elected in the Adoption Agreement to have the "safe harbor"
            hardship rules apply, an Employee's Before Tax Contributions and
            After Tax Contributions shall be suspended for twelve months after
            the receipt by such Employee of a Hardship distribution (as defined
            in Section 3.9) from this Plan or any other Plan maintained by the
            Employer.

      (E)   Separate Accounts. Separate accounts for Before Tax Contributions
            and After Tax Contributions will be maintained for each Participant.
            Each account will be credited with the applicable contributions and
            earnings thereon.

3.2   Before Tax Contributions. (Elective Deferrals).

      (A)   Allocation of Before Tax Contributions. If the Employer selects Item
            C(2) in the Adoption Agreement, for each Plan Year the Employer will
            contribute and allocate to each Participant's Before Tax
            Contribution Account an amount equal to the amount of the
            Participant's Before Tax Contributions. The provisions of the cash
            or deferred arrangement may be made effective as of the first day of
            the Plan Year in which the cash or deferred option is adopted,
            however, under no circumstances may a salary reduction agreement or
            other deferral mechanism be adopted retroactively. Before Tax
            Contributions must be contributed and allocated to the Plan no later
            than thirty (30) days after the close of the Plan Year for which the
            contributions are deemed to be made, or such other time as provided
            in applicable regulations under the Code.

      (B)   Before Tax Contributions Pursuant to a Salary Reduction Agreement.
            To the extent provided in the Adoption Agreement, a Participant may
            elect to have Before Tax Contributions made under this Plan. Before
            Tax Contributions shall be continuing contributions through payroll
            deduction made pursuant to a salary reduction agreement.

            (1)   Commencement of Before Tax Contributions. An Employee may
                  elect to commence Before Tax Contributions as of his or her
                  Entry Date as described in Section 2.1(B). Such election shall
                  not become effective before the Entry Date. Such election may
                  not be made retroactively.

            (2)   Modification and Termination of Before Tax Contributions. A
                  Participant's election to commence Before Tax Contributions
                  shall remain in effect until modified or terminated. A
                  Participant may increase or decrease his or her Before Tax
                  Contributions as of any date as selected by the Employer in
                  Item C(3) of the Adoption Agreement upon notice to the
                  Committee. A Participant may terminate his or her election to
                  make Before Tax Contributions as of the Participant's next
                  wage payment date upon notice to the Committee. Any


                                    Page 15
<PAGE>   16
                  Participant who terminates Before Tax Contributions may elect
                  to recommence making Before Tax Contributions as of the date
                  selected by the Employer in Item C(3) of the Adoption
                  Agreement following his or her suspension of contributions.

      (C)   Cash bonuses. If Item C(2)(c) of the Adoption Agreement is selected
            a Participant  may also  enter  into a salary  reduction  agreement
            on cash bonuses  that,  directing  that the  amount of such  salary
            reduction  be contributed to the Plan as a Before Tax  Contribution,
            or received by the Participant  in  cash.  A  Participant  shall  be
            afforded a reasonable  period to elect to defer  amounts  described
            in this  Section  3.2 to the Plan. Such election shall not become
            effective  before the  Participant's Entry Date.

      (D)   Maximum Amount of Before Tax Contributions. A Participant's Before
            Tax Contributions are subject to any limitations imposed in Item
            C(2) of the Adoption Agreement, calculated on an annual basis, and
            any further limitations under the Plan. No Participant shall be
            permitted to have Before Tax Contributions made under this Plan, or
            any other qualified Plan maintained by the Employer, during any
            taxable year in excess of the dollar limitation contained in Code
            Section 402(g) in effect at the beginning of such taxable year.
            Furthermore, if an Employee receives a Hardship distribution (as
            defined in Section 3.9, utilizing the "safe harbor" rules) from this
            Plan or any other Plan maintained by the Employer, the Employee may
            not make Before Tax Contributions for the Employee's taxable year
            immediately following the taxable year of the Hardship distribution
            in excess of the applicable limit under Section 402(g) of the Code
            for such taxable year less the amount of the Employee's Before Tax
            Contributions for the taxable year of the Hardship distribution.

      (E)   Distribution of Excess Before Tax Contributions. If a Participant
            makes Before Tax Contributions to this Plan and to another Plan, and
            the Participant has made Excess Before Tax Contributions to one or
            more of the plans, the Participant may assign the amount of any such
            Excess Before Tax Contributions among the plans under which such
            Before Tax Contributions were made. The Participant may assign to
            this Plan any Excess Before Tax Contributions made during a taxable
            year of the Participant to this Plan by notifying the Committee on
            or before the date specified in the Adoption Agreement of the amount
            of the Excess Before Tax Contributions to be assigned to the Plan. A
            Participant is deemed to notify the Committee of any Excess Before
            Tax Contributions that arise by taking into account only those
            Before Tax Contributions made under the Plan or Plans of this
            Employer.

            Notwithstanding any other provision of the Plan, Excess Before Tax
            Contributions, plus any income and minus any loss allocable thereto,
            shall be distributed no later than April 15 to any Participant to
            whose account Excess Before Tax Contributions were assigned for the
            preceding year and who claims Excess Before Tax Contributions for
            such taxable year.

            The Participant's claim shall be in writing; shall be submitted to
            the Committee not later than the date elected in Item CC of the
            Adoption Agreement; shall specify the amount of the Participant's
            Excess Before Tax Contribution for the preceding calendar year; and
            shall be accompanied by the Participant's written statement that if
            such amounts are not distributed, such Excess Before Tax
            Contributions, when added to amounts deferred under other plans or
            arrangements described in Sections 401(k), 408(k), or 403(b) of the
            Code, will exceed the limit imposed on the Participant by Section
            402(g) of the Code for the year in which the deferral occurred.

      (F)   Actual Deferral Percentage. The ADP for Participants who are Highly
            Compensated Employees for each Plan Year and the ADP for Non-highly
            Compensated Employees for the same Plan Year must satisfy one of the
            following tests:

            (1)   1.25 Limit. The ADP for Participants who are Highly


                                    Page 16
<PAGE>   17
                  Compensated Employees for the Plan Year shall not exceed the
                  ADP for Participants who are Non-highly Compensated Employees
                  for the same Plan Year multiplied by 1.25; or

            (2)   2.0 Limit. The ADP for Participants who are Highly Compensated
                  Employees for the Plan Year shall not exceed the ADP for
                  Participants who are Non-highly Compensated Employees for the
                  same Plan Year multiplied by 2.0, provided that the ADP for
                  Participants who are Highly Compensated Employees does not
                  exceed the ADP for Participants who are Non-highly Compensated
                  Employees by more than two (2) percentage points.

            (3)   Special Rules.

                  (a)   The ADP for any Participant who is a Highly Compensated
                        Employee for the Plan Year and who is eligible to have
                        Before Tax Contributions (and Qualifie Non-elective
                        Contributions, or Qualified Matching Contributions, or
                        both,if treated as Elective Deferrals for purposes of
                        the ADP test) allocated to his or her accounts under two
                        or more arrangements described in Section 401(k) of the
                        Code, that are maintained by the Employer, shall be
                        determined as if such Before Tax Contributions (and, if
                        applicable, such Qualified Non-elective Contributions or
                        Qualified Matching Contributions, or both,) were made
                        under a single arrangement. If a Highly Compensated
                        Employee participates in two or more cash or deferred
                        arrangements that have different Plan Years, all cash or
                        deferred arrangements ending with or within the same
                        calendar year shall be treated as a single arrangement.

                  (b)   In the event that this Plan satisfies the requirements
                        of Sections 401(k), 401(a)(4), or 410(b) of the Code
                        only if aggregated with one or more other plans, or if
                        one or more other plans satisfy the requirements of such
                        Sections of the Code only if aggregated with this Plan,
                        then this section shall be applied by determining the
                        ADP of Employees as if all such plans were a single
                        Plan. For Plan Years beginning after December 31, 1989,
                        plans may be aggregated in order to satisfy Section
                        401(k) of the Code only if they have the same Plan Year.

                  (c)   For purposes of determining the ADP of a Participant who
                        is a 5-percent owner or one of the ten most highly-paid
                        Highly Compensated Employees, the Before Tax
                        Contributions (and Qualified Non-elective Contributions
                        or Qualified Matching Contributions, or both, if treated
                        as Before Tax Contributions for purposes of the ADP
                        test) and Compensation of such Participant shall include
                        the Before TaxContributions (and if applicable,
                        Qualified Non-elective Contributions) and Compensation
                        for the Plan Year of Family Members (as defined in
                        Section 414(q)(6) of the Code). Family Members, with
                        respect to such Highly Compensated Employees, shall be
                        disregarded as separate employees in determining the ADP
                        both for Participants who are Non-highly Compensated
                        Employees and for Participants who are Highly
                        Compensated Employees.

                  (d)   For purposes of determining the ADP test, Before Tax
                        Contributions if treated as Before Tax Contributions and
                        Qualified Non-elective Contributions must be made before
                        the last day of the twelve-month period immediately
                        following the Plan Year to which contributions relate.

                  (e)   The Employer shall maintain records sufficient to
                        demonstrate satisfaction of the ADP test and the amount
                        of Qualified Non-elective Contributions used in such


                                    Page 17
<PAGE>   18
                        test.

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

      (G)   Distribution of Excess Contributions. Notwithstanding any other
            provision of the Plan, Excess Contributions, plus any income and
            minus any loss allocable thereto, shall be distributed no later than
            the last day of each Plan Year to Participants to whose accounts
            Excess Contributions were allocated for the preceding Plan Year. If
            such excess amounts are distributed more than 2-1/2 months after the
            last day of the Plan Year in which such excess amounts arose, a ten
            (10) percent excise tax will be imposed on the Employer maintaining
            the Plan with respect to such amounts. Such distributions shall be
            made to Highly Compensated Employee on the basis of the respective
            portions of the Excess Contribution attributable to each of such
            Employees. Excess Contributions of Participants who are subject to
            the Family Member aggregation rules shall be allocated among the
            Family Members in proportion to the Before Tax Contributions(and
            amounts treated as Before Tax Contributions) of each Family Member
            that is combined to determine the combined ADP.

            Excess Contributions (including the amounts recharacterized) shall
            be treated as Annual Additions under the Plan.

            (1)   Determination of Income or Loss. The Excess Contributions
                  shall be adjusted for income or loss up to the date of
                  distribution. The income or loss allocable to Excess
                  Contributions is (1) the income or loss allocable to the
                  Participant's Before Tax Contribution Account (and, if
                  applicable, the Qualified Non-elective Contribution Account or
                  the Qualified Matching Contribution Account or both)
                  multiplied by a fraction, the numerator of which is such
                  Participant's Excess Contribution for the year and the
                  denominator is the Participant's account balance attributable
                  to Before Tax Contributions (and Qualified Non-Elective
                  Contributions or Qualified Matching Contributions or both, if
                  any of such contributions are included in the ADP test)
                  without regard to any income or loss occurring during such
                  taxable year, plus, (2) if Gap Period income or loss applies,
                  as elected in the Adoption Agreement, ten percent of the
                  amount determined under (1) multiplied by the number of whole
                  calendar months between the end of the Plan Year and the date
                  of distribution, counting the month of distribution if
                  distribution occurs after the 15th of such month.

            (2)   Accounting for Excess Contributions. Excess Contributions
                  shall be distributed from the Participant's Before Tax
                  Contribution Account and Qualified Matching Contribution
                  Account (if applicable) in proportion to the Participant's
                  Before Tax Contributions and Qualified Matching Contributions
                  (to the extent used in the ADP test) for the Plan Year. Excess
                  Contributions shall be distributed from the participant's
                  Qualified Non-elective Contribution Account only to the extent
                  that such Excess Contributions exceed the balance in the
                  Participant's Before Tax Contribution Account.

      (H)   Recharacterization. If the Plan permits After Tax Contributions
            (Employee Contributions), Excess Contributions may be
            recharacterized pursuant to this subsection. Recharacterized amounts
            may be used in the Plan from which Excess Contributions arose or in
            another Plan of the employer with the same Plan Year.

            (1)   Treatment of Amounts Recharacterized. A Participant may treat
                  his or her Excess Contributions as an amount distributed to
                  the Participant and then contributed by the Participant to the
                  Plan. Recharacterized amounts will remain nonforfeitable and
                  subject to the same distribution requirements as Before Tax
                  Contributions. Amounts may not be recharacterized by a Highly


                                    Page 18
<PAGE>   19
                  Compensated Employee to the extent that such amount in
                  combination with other After Tax Contributions made by that
                  Employee would exceed any stated limit under the Plan on After
                  Tax Contributions.

            (2)   Timing of Recharacterization. Recharacterization must occur no
                  later than two and one-half months after the last day of the
                  Plan Year in which such Excess Contributions arose and is
                  deemed to occur no earlier than the date the last Highly
                  Compensated Employee is informed in writing of the amount
                  recharacterized and the consequences thereof. Recharacterized
                  amounts will be taxable to the Participant for the
                  Participant's tax year in which the Participant would have
                  received them in cash.

      (I)   Adjustments to Before Tax Contribution Percentages. Anything to the
            contrary in this Article III notwithstanding, the Committee shall
            have the right to reduce the percentages designated pursuant to
            Section 3.2(B), of any one or more Highly Compensated Employees in a
            manner prescribed or approved by the Committee to the extent
            necessary or convenient to ensure that at least one of the ADP tests
            set forth in Section 3.2(F) is satisfied, but in no event shall such
            reduction result in a percentage less than zero. An such reduction
            shall be effected quarterly, or more frequently as the Committee may
            determine and each affected Highly Compensated Employee shall be
            deemed to have elected the permissible percentage determined by the
            Committee. The Committee may, on a prospective basis, and subject to
            the percentage limits of Section 3.3 below, treat amounts
            contributed to the Plan pursuant to a salary reduction agreement as
            After Tax Contributions by each affected Highly Compensated
            Employee; provided that if any such reduction cannot be so treated
            because of the said percentage limits or because of the
            nondiscrimination requirements of Code Section 401(m) or otherwise,
            then the amount of such reduction (and any income allocable thereto)
            shall be distributed to each affected Highly Compensated Employee
            pursuant to Code Section 401(k)(8)or Code Section 401(m)(6), if
            applicable, not later than the close of the first 2-1/2 months of
            the Plan Year following the Plan Year in which the contribution was
            made.

3.3   After Tax Contributions.  (Employee Contributions).

      (A)   Allocation of After Tax Contributions. If the Employer selects Item
            C(2)(b) in the Adoption Agreement, the Employer will deduct from the
            Participant's pay and allocate to each Participant's After Tax
            Contribution Account an amount equal to the percentage of
            Compensation authorized by the Participant as an After Tax
            Contribution. The Employer shall transmit After Tax Contributions to
            the Trustee within thirty (30) days after the month end in which
            such deductions are made.

      (B)   Employee Authorizes After Tax Contributions. To the extent provided
            in the Adoption Agreement, a Participant may elect to make After Tax
            Contributions under the Plan.

            (1)   Election to Make After Tax Contributions. An Employee may
                  elect to make After Tax Contributions as of his or her Entry
                  Date as described in Section 2.1(B). Such election will not
                  become effective before the Entry Date.

            (2)   Modification and Termination of After Tax Contributions. A
                  Participant's election to commence After Tax Contributions
                  shall remain in effect until modified or terminated. A
                  Participant may increase or decrease his or her After Tax
                  Contributions as selected by the Employer in Item C(3) of the
                  Adoption Agreement upon written notice to the Committee. A
                  Participant may terminate his or her election to make After
                  Tax Contributions at any time as of the Participant's next
                  wage payment date upon written notice to the Committee. Any
                  Participant who terminates After Tax Contributions may elect
                  to recommence making After Tax Contributions as of the date


                                    Page 19
<PAGE>   20
                  selected by the Employer in Item C(3) of the Adoption
                  Agreement following his or her suspension of contributions.

      (C)   Maximum Amount of After Tax Contributions. A Participant's After Tax
            Contributions are subject to any limitations imposed in Item C(3) of
            the Adoption Agreement, calculated on an annual basis, and any
            further limitations under the Plan.

      (D)   Cash Bonuses. If Item C(2)(c) of the Adoption Agreement is selected,
            a Participant may also enter into a salary reduction agreement on
            cash bonuses, directing that the amount of such salary reduction be
            contributed to the Plan as an After Tax Contribution, or received by
            the Participant in cash. A Participant shall be afforded a
            reasonable period to elect to defer amounts described in this
            Section 3.3 to the Plan. Such election shall not become effective
            before the Participant's Entry Date.

3.4   Employer Contributions.

      (A)   Matching Contributions. If elected by the Employer in the Adoption
            Agreement, the Employer will or may make Matching Contributions to
            the Plan. The amount of such Matching Contributions shall be
            calculated by reference to the Participants' Before Tax
            Contributions and/or After Tax Contributions as specified by the
            Employer in the Adoption Agreement.

      (B)   Qualified Matching Contributions. If elected by the Employer in the
            Adoption Agreement, the Employer may make Qualified Matching
            Contributions to the Plan.

            In addition, in lieu of distributing Excess Contributions as
            provided in Section 3.2(G) of the Plan, or Excess Aggregate
            Contributions as provided in Section 3.5(C) of the Plan, the
            Employer may make Qualified Matching Contributions on behalf of
            Employees that are sufficient to satisfy either the Actual Deferral
            Percentage or the Average Contribution Percentage test, or both,
            pursuant to regulations under the Code.

      (C)   Qualified Non-elective Contributions.  If elected by the Employer in
            the Adoption Agreement, the Employer may make Qualified Non-elective
            Contributions to the Plan.

            In addition, in lieu of distributing Excess Contributions as
            provided in Section 3.2(G) of the Plan, or Excess Aggregate
            Contributions as provided in Section 3.5(C) of the Plan, the
            Employer may make Qualified Non-elective Contributions on behalf of
            Employees that are sufficient to satisfy either the Actual Deferral
            Percentage or the Average Contribution Percentage test, or both,
            pursuant to regulations under the Code.

      (D)   Separate Accounts. An Employer Matching Account shall be maintained
            for a Participant's accrued benefit attributable to Matching
            Contributions. A Qualified Matching Contribution Account shall be
            maintained for a Participant's accrued benefit attributable to
            Qualified Matching Contributions. A Qualified Non-elective
            Contribution Account shall be maintained for a Participant's accrued
            benefit attributable to Qualified Non-elective Contributions. Such
            accounts shall be credited with the applicable contributions,
            earnings and losses, distributions, and other adjustments.

      (E)   Vesting. Matching Contributions will be vested in accordance with
            the Employer's election in Items C(4)(d) and C(4)(e) of the Adoption
            Agreement. In any event, Matching Contributions shall be fully
            vested at Normal Retirement Date, upon the complete or partial
            termination of the Plan, or upon the complete discontinuance of
            Matching Contributions, as applicable. Qualified Non-elective
            Contributions and Qualified Matching Contributions are
            nonforfeitable when made.

      (F)   Forfeitures. Forfeitures of Matching Contributions shall be used to
            reduce such contributions, or shall be allocated to Participants, in


                                    Page 20
<PAGE>   21
            accordance with the Employer's election in Item C(6) of the Adoption
            Agreement.

      (G)   Allocation of Discretionary Matching Contributions. If he Employer
            selects Item C(4)(b) in the Adoption Agreement, any discretionary
            Matching Contributions shall be allocated as of the allocation date
            specified in Item C(4)(c)(ii) of the Adoption Agreement, to the
            Employer Matching Account of each Participant who has made Before
            Tax Contributions and/or After Tax Contributions eligible for
            matching. If Item C(4)(c)(ii)(e) has been selected (imposing a last
            day of the Plan Year requirement) the allocation shall be made to a
            Participant who (1)if a Participant in a nonstandardized Plan, is
            employed or on leave of absence on the last day of the Plan Year,
            and (2) if a Participant in a standardized Plan, either completes
            more than 500 Hours of service during the Plan Year or is employed
            on the last day of the Plan Year. The following Participants will
            also share in the Matching Contributions for the year, if elected in
            the Adoption Agreement: (1) Participants in a nonstandardized Plan
            whose employment terminated before the end of the Plan Year because
            of retirement, death, disability or as specified in the Adoption
            Agreement, and (2) Participants in a standardized Plan whose
            employment terminated before the end of the Plan Year because of
            retirement, death, disability or as specified in the Adoption
            Agreement,and completed 500 Hours of Service or less.
            Notwithstanding the foregoing, if the Employer makes a contribution
            prior to the end of the Plan Year, Participants shall be entitled to
            an allocation of that contribution when made, without regard to any
            end of the Plan Year requirement.

      (H)   Limitation on Employer Contributions. The Employer's contributions
            for any Plan Year shall not exceed the maximum amount which the
            Employer may deduct pursuant to Section 404 of the Code.

3.5   Limitations on After Tax Contributions(Employee Contributions)and Matching
      Contributions.

      (A)   Contribution Percentage. The ACP for Participants who are Highly
            Compensated Employees for each Plan Year and the ACP for
            Participants who are Non-highly Compensated Employees for the same
            Plan Year must satisfy one of the following tests:

            (1)   1.25 Limit. The ACP for Participants who are Highly
                  Compensated Employees for the Plan Year shall not exceed the
                  ACP for Participants who are Non-highly Compensated Employees
                  for the same Plan Year by 1.25, or

            (2)   2.0 Limit. The ACP for Participants who are Highly Compensated
                  Employees for the Plan Year shall not exceed the ACP for
                  Participants who are Non-highly Compensated Employees for the
                  same Plan Year multiplied by two (2), provided that the ACP
                  for Participants who are Highly Compensated Employees does not
                  exceed the ACP for Participants who are Non-highly Compensated
                  Employees by more than two (2) percentage points.

      (B)   Special Rules.

            (1)   Multiple Use. If one or more Highly Compensated Employees
                  participate in both a cash or deferred arrangement and a Plan
                  subject to the ACP test maintained by the Employer and the sum
                  of the ADP and ACP of those Highly Compensated Employees
                  subject to either or both tests exceeds the Aggregate Limit,
                  then the ACP of those Highly Compensated Employees who also
                  participate in a cash or deferred arrangement will be reduced
                  (beginning with such Highly Compensated Employee whose ACP is
                  the highest) so that the limit is not exceeded. The amount by
                  which each Highly Compensated Employee's Contribution
                  Percentage amounts is reduced shall be treated as an Excess
                  Aggregate Contribution. The ADP and ACP of the Highly
                  Compensated Employees are determined after any corrections
                  required to meet the ADP and ACP tests. Multiple use does not
                  occur if either the ADP and ACP of the Highly Compensated


                                    Page 21
<PAGE>   22
                  Employees does not exceed 1.25 multiplied by the ADP and ACP
                  of the Non-highly Compensated Employees.

            (2)   Aggregation of Contribution Percentages. For purposes of this
                  section, the Contribution Percentage for any Participant who
                  is a Highly Compensated Employee and who is eligible to have
                  Contribution Percentage Amounts allocated to his or her
                  accounts under two or more plans described in Section 401(a)
                  of the Code, or arrangements described in Section 401(k) of
                  the Code, that are maintained by the Employer, shall be
                  determined as if the total of such Contribution Percentage
                  Amounts was made under each Plan. If a Highly Compensated
                  Employee participates in two or more cash or deferred
                  arrangements that have different Plan years all cash or
                  deferred arrangements ending with or within the same calendar
                  year shall be treated as a single arrangement. Notwithstanding
                  the foregoing, certain plans shall be treated as separate if
                  mandated to be disaggregated under regulations under Section
                  401(m) of the Code.

            (3)   Aggregation of Plans. In the event that this Plan satisfies
                  the requirements of Sections 401(m), 401(a)(4) or 410(b) of
                  the Code only if aggregated with one or more other plans, or
                  if one or more other plans satisfy the requirements of such
                  sections of the Code only if aggregated with this Plan, then
                  this section shall be applied by determining the Contribution
                  Percentage of Employees as if all such plans were a single
                  Plan. For Plan Years beginning after December 31, 1989, plans
                  may be aggregated in order to satisfy Section 401(m) of the
                  Code only if they have the same Plan Year.

            (4)   Family Aggregation. For purposes of determining the
                  Contribution Percentage of a Participant who is a five-percent
                  owner or one of the ten most highly-paid Highly Compensated
                  Employees, the Contribution Percentage Amounts and
                  Compensation of such Employee shall include the Contribution
                  Percentage Amounts and Compensation for the Plan Year of
                  Family Members, as defined in Section 414(q)(6) of the Code.
                  Family Members, with respect to Highly Compensated Employees,
                  shall be disregarded as separate employees in determining the
                  Contribution Percentage both for Participants who are
                  Non-highly Compensated Employees and for Participants who are
                  Highly Compensated Employees.

            (5)   Time of Contributions. For purposes of determining the
                  Contribution Percentage test, After Tax Contributions are
                  considered to have been made in the Plan Year in which
                  contributed to the Trust. Matching Contributions and Qualified
                  Non-elective Contributions will be considered made for a Plan
                  Year if made no later than the end of the twelve-month period
                  beginning on the day after the close of the Plan Year.

            (6)   Records. The Employer shall maintain records sufficient to
                  demonstrate satisfaction of the ACP test and the amount of
                  Qualified Non-elective Contributions or Qualified Matching
                  Contributions, or both, used in such test.

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

      (C)   Distribution of Excess Aggregate Contributions.

            (1)   General Rule. Notwithstanding any other provision of this
                  Plan, Excess Aggregate Contributions, plus any income and
                  minus any loss allocable thereto, shall be forfeited, if
                  forfeitable, or if not forfeitable, distributed no later than
                  the last day of each Plan Year to Participants to whose
                  accounts Excess Aggregate Contributions were allocated for the
                  preceding Plan Year. Excess Aggregate Contributions of


                                    Page 22
<PAGE>   23
                  Participants who are subject to the Family Member aggregation
                  rules shall be allocated among the Family Members in
                  proportion to the After Tax and Matching Contributions (or
                  amounts treated as Matching Contributions) of each Family
                  Member that is combined to determine the combined ACP. If such
                  Excess Aggregate Contributions are distributed more than 2-1/2
                  months after the last day of the Plan Year in which such
                  excess amounts arose, a ten (10) percent excise tax will be
                  imposed on the Employer maintaining the Plan with respect to
                  those amounts. Excess Aggregate Contributions shall be treated
                  as Annual Additions under the Plan.

            (2)   Determination of Income or Loss. Excess Aggregate
                  Contributions shall be adjusted for income or loss up to the
                  date of distribution. The income or loss allocable to Excess
                  Aggregate Contributions is the sum of: (1) income or loss
                  allocable to the Participant's After Tax Contribution Account,
                  Matching Contribution Account, Qualified Matching Contribution
                  Account, (if any, and if all amounts therein are not used in
                  the ADP test) and, if applicable, the Qualified Non-elective
                  Contribution Account and Before Tax Contribution Account for
                  the Plan Year multiplied by a fraction, the numerator of which
                  is such Participant's Excess Aggregate Contributions for the
                  year and the denominator is the Participant's account
                  balance(s) attributable to Contribution Percentage Amounts
                  without regard to any income or loss occurring during such
                  Plan Year; and (2) ten percent of the amount determined under
                  (1) multiplied by the number of whole calendar months between
                  the end of the Plan Year and the date of distribution,
                  counting the month of distribution if distribution occurs
                  after the 15th of such month.

            (3)   Forfeitures of Excess Aggregate Contributions. Forfeitures of
                  Excess Aggregate Contributions may either be reallocated to
                  the accounts of Non-Highly Compensated Employees or applied to
                  reduce Employer Contributions, as elected by the Employer in
                  Item C(6)(c) of the Adoption Agreement.

            (4)   Accounting for Excess Aggregate Contributions. Excess
                  Aggregate Contributions shall be forfeited, if forfeitable, or
                  distributed on a pro-rata basis from the Participant's After
                  Tax Contribution Account and Matching Contribution Account and
                  Qualified Matching Contribution Account (and, if applicable,
                  the Participant's Qualified Non-elective Contribution Account
                  and Before Tax Contribution Account, or both).

3.6   Net Profits Not Required if So Elected in Adoption Agreement. If the
      Employer elects, Matching Contributions may be made without regard to Net
      Profits in accordance with Item C(4)(c)(iii) of the Adoption Agreement. If
      the Plan is a profit-sharing Plan, the Plan shall continue to be designed
      to qualify as a profit-sharing Plan for purposes of Sections 401(a), 402,
      412, and 417 of the Code. Net Profits shall not be required for Before Tax
      Contributions or After Tax Contributions to be made to the Plan.

3.7   Form, Payment and Allocation of Contributions. All contributions under
      this Article III made for a Plan Year shall be made in cash, and shall be
      delivered to the Trustee at such time or times as shall be agreed upon
      between the Committee and the Trustee. The Committee shall instruct the
      Trustee as to the allocation of contributions to the Participant's
      accounts.

3.8   Distribution Requirements for Before Tax Contribution Account. Before Tax
      Contributions, Qualified Non-elective Contributions and Qualified Matching
      Contributions, and income allocable to each are not distributable to a
      Participant or his or her Beneficiary or Beneficiaries, in accordance with
      such Participant's, Beneficiary's or Beneficiaries' election, earlier than
      upon separation from service, death, disability, or as selected in the
      Adoption Agreement. Such amounts may not be distributed unless in
      accordance with the Participant's election made pursuant to rules
      established by the Committee as authorized in the Adoption Agreement, and
      upon:


                                    Page 23
<PAGE>   24
      (A)   Termination of the Plan without the establishment of another defined
            contribution Plan, other than an employee stock ownership Plan (as
            defined in Section 4975(e) or Section 409 of the Code) or a
            simplified employee pension Plan as defined in Section 408(k).

      (B)   The disposition by a corporation to an unrelated corporation of
            substantially all of the assets (within the meaning of Section
            409(d)(2) of the Code) used in a trade or business of such
            corporation if such corporation continues to maintain this Plan
            after the disposition, but only with respect to Employees who
            continue employment with the corporation acquiring such assets.

      (C)   The disposition by a corporation to an unrelated entity of such
            corporation's interest in a subsidiary (within the meaning of
            Section 409(d)(3) of the Code) if such corporation continues to
            maintain this Plan, but only with respect to Employees who continue
            employment with such subsidiary.

      (D)   The attainment of age 59-1/2 in the case of a profit-sharing Plan,
            or the attainment of the Plan's Normal Retirement Date, if either or
            both are selected in the Adoption Agreement.

      (E)   The Hardship of the Participant as described in Section 3.9, if
            selected in the Adoption Agreement.

            All distributions that may be made pursuant to one or more of the
            foregoing distributable events are subject to the spousal and
            Participant consent requirements (if applicable) contained in
            Sections 411(a)(11) and 417 of the Code. In addition, distributions
            after March 31, 1988, that are triggered by any of the first three
            events above, in Sections 3.8(A), (B) and (C) must be made in a lump
            sum.

3.9   Hardship Distribution.

      (A)   Amount Available for Withdrawal. Upon the written request of a
            Participant received and approved by the Committee, a Participant
            may withdraw, in cash, up to one hundred per cent (100%) of the
            amount of such Participant's Before Tax Contributions (and any
            earnings credited to a Participant's account as of the end of the
            last Plan Year ending before July 1, 1989) or such lesser amount as
            the Committee may approve, in the event of Hardship. For purposes of
            this Section, Hardship is defined as immediate and heavy financial
            need of the Employee where such Employee lacks other available
            resources. Hardship distributions are subject to the spousal consent
            requirements contained in Sections 411(a)(11) and 417 of the Code.
            The Committee is authorized to and shall request from the
            Participant making such a request such evidence as the Committee
            deems necessary and appropriate to substantiate a Hardship, the
            amount of expenses resulting from such Hardship and the other
            resources of the Participant reasonably available to meet such
            expenses.

      (B) Special Rules:

            (1)   Immediate and Heavy Need. The following are the only financial
                  needs considered immediate and heavy: expenses incurred or
                  necessary for medical care, described in Section 213(d) of the
                  Code, of the Employee, the Employee's Spouse or dependents;
                  the purchase (excluding mortgage payments) of a principal
                  residence for the Employee; payment of tuition and related
                  educational fees for the next twelve months of post-secondary
                  education for the Employee, the Employee's Spouse, children or
                  dependents; or the need to prevent the eviction of the
                  Employee from, or a foreclosure on the mortgage of, the
                  Employee's principal residence.

            (2)   Satisfaction of Need. A distribution will be considered as
                  necessary to satisfy an immediate and heavy financial need of
                  the Employee only if:


                                    Page 24
<PAGE>   25
                  (a)   The Employee has obtained all distributions, other than
                        Hardship distributions, and all nontaxable loans under
                        all plans maintained by the Employer;

                  (b)   All plans maintained by the Employer provide that the
                        Employee's Before Tax Contributions (and After Tax
                        Contributions) will be suspended for twelve months after
                        the receipt of the Hardship distribution;

                  (c)   The distribution is not in excess of an immediate and
                        heavy financial need (including amounts necessary to pay
                        any federal, state or local income taxes or penalties
                        reasonably anticipated to result from the distribution);
                        and

                  (d)   All plans maintained by the Employer provide that the
                        Employee may not make Before Tax Contributions for the
                        Employee's taxable year immediately following the
                        taxable year of the Hardship distribution in excess of
                        the applicable limit under Section 402(g) of the Code
                        for such taxable year less the amount of such Employee's
                        Before Tax Contributions for the taxable year of the
                        Hardship distribution.

            (3)   Taxes and Penalties. 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.

3.10  Withdrawal of After Tax Contributions. Subject to the provisions of the
      Plan, in accordance with rules for giving notice as determined by the
      Committee, a Participant may withdraw as of the first Accounting Date
      subsequent to receipt by the Committee of such notice:

      (A)   Maximum Amount. An amount equal to not more than 100% o the
            Participant's After Tax Contribution Account determined as of such
            Accounting Date. No Participant who has made any withdrawal of After
            Tax Contributions in the twelve (12) months preceding the giving of
            such notice may make a withdrawal under this Section. A Participant
            who makes a withdrawal of After Tax Contributions shall be required
            to suspend After Tax Contributions for a period of six (6) months,
            commencing with the effective date of such withdrawal. A Participant
            may, pursuant to Article III, elect to commence After Tax
            Contributions as of the first day of the first payroll period of the
            month following the conclusion of such suspension period, or the
            first payroll period of any month thereafter, upon advance written
            notice to the Committee.

      (B)   Minimum Amount. Notwithstanding anything to the contrary in this
            Section 3.10, any withdrawal made pursuant to Section 3.10(A) shall
            be for a minimum whole dollar amount not less than Five Hundred
            Dollars ($500.00); except that if the amount available for
            withdrawal is less than Five Hundred Dollars ($500.00) then the
            minimum amount of the withdrawal shall be the amount available.

      (C)   Forfeitures. No forfeitures will occur solely as a result of an
            Employee's withdrawal of After Tax Contributions.

      (D)   Loan Security. Notwithstanding anything to the contrary in this
            Section 3.10, a Participant may not make a withdrawal pursuant to
            this Section of any portion of the Participants vested interest
            which has been assigned to secure repayment of a loan in accordance
            with Section 11.10, below, until such time as the Committee shall
            have released said portion so assigned.

3.11. Withdrawal of Matching Contributions. Subject to the provisions of the
      Plan, in accordance with rules for giving notice as determined by the
      Committee, and as elected in the Adoption Agreement, a Participant may
      withdraw as of the first Accounting Date subsequent to receipt by the
      Committee of such notice:


                                    Page 25
<PAGE>   26
      (A)   Maximum Amount. An amount equal to not more than 100% of the vested
            amounts in the Participant's Matching Contribution Account
            determined as of such Accounting Date. No Participant who has made
            any withdrawal of Matching Contributions in the twelve (12) months
            preceding the giving of such notice may make a withdrawal under this
            Section.

      (B)   Minimum Amount. Notwithstanding anything to the contrary in this
            Section 3.11, any withdrawal made pursuant to Section 3.11(A) shall
            be for a minimum whole dollar amount not less than Five Hundred
            Dollars ($500.00); except that if the amount available for
            withdrawal is less than Five Hundred Dollars ($500.00) then the
            minimum amount of the withdrawal shall be the amount available.

      (C)   Forfeitures. No forfeitures will occur solely as a result of an
            Employee's withdrawal of Matching Contributions.

      (D)   Loan Security. Notwithstanding anything to the contrary in this
            Section 3.11, a Participant may not make a withdrawal, pursuant to
            this Section of any portion of the Participant's vested interest
            which has been assigned to secure repayment of a loan in accordance
            with Section 11.10, below, until such time as the Committee shall
            have released said portion so assigned.


                                   ARTICLE IV
                               OTHER CONTRIBUTIONS

4.1   Employer Contributions.

      (A)   Money Purchase Pension Plans Only. As elected by the Employer in the
            Adoption  Agreement,  the Employer shall make  contributions  to the
            Plan.

      (B)   Profit Sharing Plans and 401(k) Plans Only.

            (1)   Employer Contributions. For each Plan Year, the Employer,
                  shall or may make contributions to the Plan in an amount as
                  selected in the Adoption Agreement or determined by Resolution
                  of the Board of Directors of the Employer.

            (2)   Net Profits Not Required if So Elected in Adoption Agreement.
                  If the Employer elects, Employer Contributions under a profit
                  sharing Plan may be made without regard to Net Profits in
                  accordance with Item B(8)(a)(iii) of the Adoption Agreement.
                  The Plan shall continue to be designed to qualify as a
                  profit-sharing Plan for purposes of Sections 401(a), 402, 412,
                  and 417 of the Code.

4.2   Separate Accounts. An Employer Contribution Account shall be maintained
      for each Participant to which will be credited the employer pension or
      profit sharing contributions ("Employer Contributions"). Such accounts
      shall be credited with the applicable contributions, earnings and losses,
      distributions, and other adjustments.

4.3   Vesting. Employer Contributions will be vested in accordance with the
      Employer's election in Item B(7), as applicable, of the Adoption
      Agreement. In any event, Employer Contributions shall be fully vested at
      Normal Retirement Date, upon the complete or partial termination of the
      Plan, and, in profit sharing plans, upon the complete discontinuance of
      Employer Contributions.

4.4   Limitation on Employer Contributions. The Employer's Contribution for any
      Plan Year shall not exceed the maximum amount which the Employer may
      deduct pursuant to Section 404 of the Code. The Employer Contributions
      shall be payable not later than the time for filing the Employer's federal
      income tax return, including extensions.

4.5   Employee Contributions.


                                    Page 26
<PAGE>   27
      (A)   Distributions from Qualified Plans - Rollovers.

            (1)   If the Employer selects Item B(9) in the Adoption Agreement,
                  an Employee who is entitled to make a rollover contribution
                  described in Section 402(a)(5), Section 403(a)(4) or Section
                  408(d)(3) of the Code ("Rollover Contribution"), may elect,
                  with the approval of the Committee, to make such a Rollover
                  Contribution to the Plan. The Employee shall deliver or cause
                  to be delivered, to the Trustee the cash which constitutes
                  such Rollover Contribution at such time or times and in such
                  manner as shall be specified by the Committee. As of the date
                  of receipt of such property by the Trustee, a Rollover Account
                  shall be established in the name of the Employee who has made
                  a Rollover Contribution as provided in this Section 4.5 and
                  shall be credited with such assets on such date. A Rollover
                  Contribution shall not be deemed to be a contribution of such
                  Employee for any purpose of this Agreement. All Rollover
                  Contributions and the earnings on these contributions shall be
                  immediately fully vested and nonforfeitable.

            (2)   Subject to the provisions of the Plan, on advance notice given
                  to the Committee in accordance with rules established by the
                  Committee a Participant in a profit sharing Plan or 401(k)
                  profit sharing Plan may withdraw all or any part (in any whole
                  dollar amount specified by the Participant) of the value of
                  any Rollover Account, provided no Participant who has made any
                  withdrawal under Section 4.5(A) during the calendar year in
                  which such notice is given may make an additional withdrawal
                  under this Section 4.5(A) during the remainder of such year.

      (B)   Nondeductible  Employee  Contributions and Matching Contributions No
            Longer Accepted.

            (1)   This Plan will not accept nondeductible employee contributions
                  and matching contributions except pursuant to a 401(m)
                  arrangement described in Article III. Employee contributions
                  for Plan Years beginning after December 31, 1986, together
                  with any matching contributions as defined in Section 401(m)
                  of the Code, will be limited so as to meet the
                  nondiscrimination test of Section 401(m).

            (2)   A separate account will be maintained by the Trustee for the
                  previously made nondeductible employee contributions of each
                  Participant.

            (3)   Employee contributions and earnings thereon will be
                  nonforfeitable at all times. No forfeitures will occur solely
                  as a result of an Employee's withdrawal of Employee
                  contributions.

      (C)   Deductible Employee Contributions No Longer  Accepted. The Committee
            will not accept  deductible  Employee  contributions  which are made
            for a taxable  year beginning after December 31, 1986. Contributions
            made prior to that date will be  maintained  in a separate  account
            which will be  nonforfeitable  at all times.  The account will share
            in the gains and losses of the Trust  Fund in the same  manner as
            described  in Article VI of the Plan.  No part of the  deductible
            voluntary  contribution  account will be used to purchase life
            insurance.  Subject to Section 7.10,  Joint  and survivor annuity
            requirements (if  applicable), the Participant may withdraw any part
            of the  deductible  voluntary  contribution  account by making a
            written application to the Committee.

4.6   Exclusive Benefit. Except as provided in the Plan, the Employer has no
      beneficial interest in the Trust Fund, and no part of the Trust Fund shall
      revert or be repaid to the Employer, directly or indirectly, or diverted
      to purposes other than for the exclusive benefit of Participants and their
      Beneficiaries, except that (1) any contribution made by the Employer
      because of a mistake of fact must be returned to the Employer within one
      year of the contribution; (2) in the event the deduction of a contribution
      made by the Employer is disallowed under Section 404 of the Code, such


                                    Page 27
<PAGE>   28
      contribution (to the extent disallowed) must be returned to the Employer
      within one year of the disallowance of the deduction; and (3) in the event
      that the Commissioner of Internal Revenue determines that the Plan is not
      initially qualified under the Internal Revenue Code, any contribution made
      incident to that initial qualification by the Employer must be returned to
      the Employer within one year after the date the initial qualification is
      denied, but only if the application for the qualification is made by the
      time prescribed by law for filing the Employer's return for the taxable
      year in which the Plan is adopted or such later date as the Secretary of
      the Treasury may prescribe.

4.7   Form, Payment and Allocation of Contributions. Contributions made for a
      Plan Year shall be made in cash; provided, however, that if the Plan has
      an Employer Stock Fund, contributions for the Employer Stock Fund may be
      made in Employer Stock. Contributions shall be delivered to the Trustee at
      such time or times as shall be agreed upon between the Committee and the
      Trustee. The Committee shall instruct the Trustee as to the allocation of
      contributions to the Participant's accounts pursuant to the elections made
      in the Adoption Agreement. Employer Stock contributed to the Plan shall be
      valued at fair market value at the time of its transfer to the Plan.

4.8   Safe Harbor Allocation. Notwithstanding anything to the contrary in the
      Adoption Agreement, in the event the requirements of Code Sections
      401(a)(26) or 410(b) are not met during the Plan Year, Employer
      Contributions will be allocated to Eligible Employees in the following
      order until the applicable requirements are met:

      (A)   Eligible Employees employed by the Employer on the last day of the
            Plan Year and who have completed more than 750 Hours of Service
            during the Plan Year;

      (B)   Eligible Employees employed by the Employer on the last day of the
            Plan Year and who have completed more than 500 but less than 750
            Hours of Service during the Plan Year;

      (C)   Eligible Employees employed by the Employer on the last day of the
            Plan Year and who have completed 500 or fewer Hours of Service
            during the Plan Year;

      (D)   Eligible Employees who have completed 750 or more Hours of Service
            during the Plan Year;

      (E)   Eligible Employees who have completed more than 500 but less than
            750 Hours of Service during the Plan Year.

            In no event will Employees who have terminated employment with the
            Employer during the Plan Year and who have completed 500 or fewer
            Hours of Service during the Plan Year receive any allocation of
            Employer Profit Sharing Contributions.

                                    ARTICLE V
                             PERIOD OF PARTICIPATION

5.1   Termination  Dates. A Participant's  Termination  Date will be the date on
      which his employment with the Employer is terminated  because of the first
      to occur of the following events:

      (A)   Normal Retirement. The Participant retires from the employ of the
            Employer upon attaining the Normal Retirement Date selected in the
            Adoption Agreement. If the Employer enforces a mandatory retirement
            age the Normal Retirement Date is the date the Participant attains
            the lesser of that mandatory age or the age specified in the
            Adoption Agreement.

      (B)   Early Retirement. The Participant retires from the employ of the
            Employer upon attaining the Early Retirement Date selected in the
            Adoption Agreement. If a Participant terminates employment prior to
            meeting any minimum age specified in the Adoption Agreement but
            after having completed the specified minimum service requirement,
            the terminated Participant shall be entitled to an early retirement
            benefit upon attaining the minimum age required.


                                    Page 28
<PAGE>   29
      (C)   Late Retirement. The Participant retires from the employ of the
            Employer after the Normal Retirement Date. A Participant who
            continues to work beyond the Normal Retirement Date shall continue
            participation in the Plan on the same basis as the other
            Participants.

      (D)   Disability Retirement. The Participant is terminated from the employ
            of the Employer because of Disability, as determined by the
            Committee, as defined in Section 1.1(I), irrespective of his age.

      (E)   Death. The Participant's death.

      (F)   Other Termination. The Participant terminates employment before
            Normal, Early, Late or Disability Retirement.

            If a Participant continues in the employ of the Employer but no
            longer is a member of a class of Employees to which the Plan has
            been and continues to be extended by the Employer, the Participant's
            Termination Date nevertheless will be as stated above and his or her
            accounts will be held as stated in Section 5.2.

5.2   Restricted Participation. When distribution of part or all of the benefits
      to which a Participant is entitled under the Plan is deferred beyond or
      cannot be made until after the Participant's Termination Date, or during
      any period that a Participant continues in the employ of the Employer but
      no longer is a member of a class of Employees to which the Plan has been
      and continues to be extended by the Employer, the Participant, or in the
      event of his or her death such Participant's Beneficiary, will be
      considered and treated as a Participant for all purposes of the Plan,
      except that no share of contributions or forfeitures will be credited to
      his or her Accounts (a) for any period such Participant continues in the
      employ of the Employer but no longer is a member of a class of Employees
      to which the Plan has been and continues to be extended by the Employer,
      or (b) after the Participant's Termination Date.

                                   ARTICLE VI
                                   ACCOUNTING

6.1   Accounts  Established.  There shall be established and maintained for each
      Participant such accounts as are applicable, to reflect such Participant's
      interest in each Investment Fund.

      All income, expenses, gains and losses attributable to each account shall
      be separately accounted for. The interest of each Participant in the Trust
      Fund at any time shall consist of the amount credited to his or her
      accounts as of the last preceding Valuation Date plus credits and minus
      debits to such accounts since that date.

6.2   Employer Contributions Considered Made On Last Day of Plan Year. Unless
      otherwise elected in the Adoption Agreement, for purposes of this Article
      VI, the Employer's Contribution under Article IV will be considered to
      have been made on the last day of the Plan Year for which contributed.

6.3   Accounting Steps.  As of each Valuation Date, the Trustee shall:

      (A)   Charge to the prior account balances all previously uncharged
            payments or distributions made from Participants' accounts since the
            last preceding Valuation Date.

      (B)   Adjust the net credit balances in Participants' accounts upward or
            downward, pro rata, so that the total of such net credit balances
            will equal the then adjusted net worth of the Trust Fund;

      (C)   Allocate and credit Employer Contributions and any forfeitures (as
            described in Section 7.3) that are to be allocated and credited as
            of that date in accordance with Sections 6.5 and 6.6.

            Notwithstanding the preceding, the Trustee shall be authorized to
            utilize such other method of accounting for the gains or losses
            experience by the Trust as may accurately reflect each Participant's


                                    Page 29
<PAGE>   30
            interest therein.

6.4   Allocation of Employer Contributions.

      (A)   Discretionary Profit Sharing Contributions.

            (1)   Nonstandardized Plans. If the Plan is a nonstandardized Plan,
                  Employer Contributions for the Plan Year shall be allocated
                  among and credited to the Employer Contribution Accounts of
                  each Participant, including a Participant on leave of absence,
                  who is entitled to receive a contribution as elected by the
                  Employer in the Adoption Agreement, pursuant to the formula
                  elected by the Employer in Item B(8)(b) of the Adoption
                  Agreement If elected in the Adoption Agreement, Participants
                  whose employment terminated because of retirement, death or
                  disability before the end of the Plan Year will share in the
                  contributions for the year if elected in the Adoption
                  Agreement.

            (2)   Standardized Plans. Employer Contributions for the Plan Year
                  shall be allocated among and credited to the Employer
                  Contribution Account of each Participant who either completes
                  more than 500 Hours of Service during the Plan Year (or such
                  lesser number of Hours of Service as may be specified in the
                  Adoption Agreement) or is employed on the last day of the Plan
                  Year pursuant to the formula elected by the Employer in Item
                  B(8)(b) of the Adoption Agreement. If elected in the Adoption
                  Agreement, Participants whose employment terminated before the
                  end of the Plan Year because of retirement, death or
                  disability will share in the contributions for the year if
                  elected in the Adoption Agreement.

      (B)   Money Purchase Pension Plans. Employer Contributions will be made
            and allocated to the Employer Contribution Accounts of Participants
            for the Plan Year as elected in the Adoption Agreement. Sections
            6.4(A)(1) and (2) above also apply to the Money Purchase Pension
            Plans.

      (C)   Paired Plans. Notwithstanding anything in the Plan to the contrary,
            if the Employer maintains two plans which are Paired Plans, only one
            may contain an allocation, as elected in the Adoption Agreement,
            utilizing permitted disparity as defined in Code Section 401(l).

6.5   Allocation of Forfeitures. As elected in Items B(11) and/or C(6) of the
      Adoption Agreement, as of the last day of the Plan Year, any forfeitures
      which arose under the Plan during that year shall be used to: (i) pay the
      expenses of the Plan; (ii) reduce Employer Contributions; or, (iii) be
      allocated to Participants accounts, as may be selected in the Adoption
      Agreement. Forfeitures under (iii) shall be allocated as provided in
      Section 6.4.

6.6   Limitation on Allocations.

      (A)   Definitions: For purposes of limiting allocations pursuant to this
            section, the following definitions shall apply:

            (1)   Annual Additions: The sum of the following amounts credited to
                  a Participant's account for the Limitation Year:

                  (a)   Employer Contributions;

                  (b)   Employee Contributions;

                  (c)   forfeitures;

                  (d)   amounts allocated, after March 31, 1984, to an
                        individual medical account, as defined in Section 415
                        (l)(2) of the Code, which is part of a pension or
                        annuity Plan maintained by the Employer are treated as
                        Annual Additions to a defined contribution Plan. Also
                        amounts derived from contributions paid or accrued after
                        December 31, 1985, in taxable years ending


                                    Page 30
<PAGE>   31
                        after such date, which are attributable to
                        post-retirement medical benefits, allocated to the
                        separate account of a Key Employee, as defined in
                        Section 419A(d)(3) of the Code, under a welfare benefit
                        fund, as defined in Section 419(e) of the Code,
                        maintained by the Employer are treated as Annual
                        Additions to a defined contribution Plan; and,

                  (e)   allocations under a simplified employee pension.

                  For this purpose, any Excess Amount applied under Sections
                  6.6(B)(4) or 6.6(C)(6) in the Limitation Year to reduce
                  Employer Contributions will be considered Annual Additions for
                  such Limitation Year.

            (2)   Compensation: Compensation as described below, interpreted
                  consistently with the provisions of Code Section 414(s) and
                  the regulations issued thereunder, as may be selected by the
                  Employer, and uniformly applied for testing purpose:

                  (a)   W-2 Compensation (Wages, Tips, and Other Compensation
                        required to be reported under Sections 6041, 6051, and
                        6052 of the Code, as reported on Form W-2). Compensation
                        is defined as wages within the meaning of Section
                        3401(a) and all other payments of compensation to an
                        Employee by the Employer (in the course of the
                        Employer's trade or business) for which the Employer is
                        required to furnish the Employee a written statement
                        under Sections 6041(d), 6051(a)(3) and 6052 of the Code.
                        Compensation must be determined without regard to any
                        rules under Section 3401(a) that limit the remuneration
                        included in wages based on the nature or location of the
                        employment or the service performed (such as the
                        exception for agricultural labor in Section 3401(a)(2).

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

                  (c)   Section 415 safe-harbor compensation. Compensation is
                        defined as wages, salaries, and fees for professional
                        services and other amounts received (without regard to
                        whether or not an amount is paid in cash) for personal
                        services actually rendered in the course of employment
                        with the Employer maintaining the Plan to the extent
                        that the amounts are includible\ in gross income
                        (including, but not limited to, commissions paid
                        salesman, compensation for services on the basis of a
                        percentage of profits, commissions on insurance
                        premiums, tips, bonuses, fringe benefits, and
                        reimbursements or other expense allowances under a
                        nonaccountable Plan (as described in 1.62-2(c)), and
                        excluding the following:

                        (i)   Employer contributions to a Plan of deferred
                              compensation which are not includible in the
                              Employee's gross income for the taxable year in
                              which contributed, or Employer contributions under
                              a simplified employee pension Plan to the extent
                              such contributions are deductible by the Employee,
                              or any distributions from a Plan of deferred
                              compensation;

                        (ii)  amounts realized from the exercise of a
                              non-qualified stock option, or when restricted


                                    Page 31
<PAGE>   32
                              stock (or property) held by an Employee becomes
                              freely transferable or is no longer subject to a
                              substantial risk of forfeiture;

                        (iii) amounts realized from the sale, exchange or other
                              disposition of stock acquired under a qualified
                              stock option; and

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

                  Notwithstanding anything in the definitions of Compensation
                  preceding, at the discretion of the Employer, uniformly
                  applied, Compensation shall, for purposes of ADP and ACP
                  testing as provided for in Article III, include amounts not
                  currently includible in income pursuant to Code Sections 125,
                  402(a)(8), 402(h) and 403(b). For allocation purposes, such
                  amounts shall be includible as elected in the Adoption
                  Agreement.

                  For any self-employed Individual, Compensation will mean
                  Earned Income.

                  For Limitation Years beginning after December 31, 1991, for
                  purposes of applying the limitations of Section 6.6,
                  Compensation for a Limitation Year is the compensation
                  actually paid or made available during such Limitation Year.

                  Notwithstanding the preceding sentence, Compensation for a
                  Participant in a defined contribution Plan who is permanently
                  and totally disabled (as defined in Section 22(e)(3) of the
                  Code) is the Compensation such Participant would have received
                  for the Limitation Year if the Participant had been paid at
                  the rate of Compensation paid immediately before becoming
                  permanently and totally disabled; such imputed compensation
                  for the disabled Participant may be taken into account only if
                  the Participant is not a Highly Compensated Employee, (as
                  defined in Section 414(q) of the Code), and contributions made
                  on behalf of such Participant are nonforfeitable when made.

            (3)   Defined Benefit Fraction: A fraction, the numerator of which
                  is the sum of the Participant's Projected Annual Benefits
                  under all the defined benefit plans (whether or not
                  terminated) maintained by the Employer, and the denominator of
                  which is the lesser of 125 percent of the dollar limitation
                  determined for the Limitation Year under Sections 415(b) and
                  (d) of the Code or 140 percent of the Participant's Highest
                  Average Compensation, including any adjustments under Section
                  415(b) of the Code.

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

            (4)   Defined  Contribution  Dollar  Limitation:   For  purposes  of
                  calculating  the Maximum  Permissible  Amount:  $30,000 or, if


                                    Page 32
<PAGE>   33
                  greater, one-fourth of the defined benefit dollar limitation
                  set forth in Section 415(b)(1) of the Code as in effect for
                  the Limitation Year.

            (5)   Defined Contribution Fraction: A fraction, the numerator of
                  which is the sum of the Annual Additions to the Participant's
                  accounts under all the defined contribution plans (whether or
                  not terminated) maintained by the Employer for the current and
                  all prior Limitation Years, (including the Annual Additions
                  attributable to the Participant's nondeductible employee
                  contributions to all defined benefit plans, whether or not
                  terminated, maintained by the Employer, and the Annual
                  Additions attributable to all welfare benefit funds, as
                  defined in Section 419(e) of the Code, individual medical
                  accounts, as defined in Section 415(l)(2) of the Code, and
                  simplified employee pension, maintained by the Employer), and
                  the denominator of which is the sum of the maximum aggregate
                  amounts for the current and all prior Limitation Years of
                  service with the Employer (regardless of whether a defined
                  contribution Plan was maintained by the Employer). The maximum
                  aggregate amount in any Limitation Year is the lesser of 125
                  percent of the dollar limitation determined under Sections
                  415(b) and (d) of the Code in effect under Section
                  415(c)(1)(A) of the Code or 35 percent of the Participant's
                  Compensation for such year.

                  If the Employee was a participant as of the end of the first
                  day of the first Limitation Year beginning after December 31,
                  1986, in one or more defined contribution plans maintained by
                  the Employer which were in existence on May 6, 1986, the
                  numerator of this fraction will be adjusted if the sum of this
                  fraction and the Defined Benefit Fraction would otherwise
                  exceed 1.0 under the terms of this Plan. Under the adjustment,
                  an amount equal to the product of (1) the excess of the sum of
                  the fractions over 1.0 times (2) the denominator of this
                  fraction, will be permanently subtracted from the numerator of
                  this fraction. The adjustment is calculated using the
                  fractions as they would be computed as of the end of the last
                  Limitation Year beginning before January 1, 1987, and
                  disregarding any changes in the terms and conditions of the
                  Plan made after May 5, 1986, but using the Section 415
                  limitation applicable to the first Limitation Year beginning
                  on or after January 1, 1987.

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

            (6)   Employer: For purposes of this Section 6.6: the Employer that
                  adopts this Plan, and all members of a controlled group of
                  corporations (as defined in section 414(b) of the Code as
                  modified by Section 415(h), all commonly controlled trades or
                  businesses (as defined in Section 414(c) as modified by
                  Section 415(h)) or affiliated service groups (as defined in
                  Section 414(m)) of which the adopting Employer is a part, and
                  any other entity required to be aggregated with the Employer
                  pursuant to regulations under Section 414(o) of the Code.

            (7)   Excess Amount: The excess of the Participant's Annual
                  Additions for the Limitation Year over the Maximum Permissible
                  Amount.

            (8)   Highest Average Compensation: For purposes of calculating the
                  Defined Benefit Fraction, the average compensation for the
                  three (3) consecutive Years of Service with the Employer that
                  produces the highest average. A Year of Service with the
                  Employer is the twelve-consecutive month period defined in
                  Item B(4)(j) of the Adoption Agreement.

            (9)   Limitation Year: A calendar year or any other 12 consecutive
                  month period elected in Item B(4)(d) of the Adoption


                                    Page 33
<PAGE>   34
                  Agreement. All qualified plans maintained by the 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.

            (10)  Master or Prototype Plan: A Plan the form of which is the
                  subject of a favorable opinion letter from the Internal
                  Revenue Service.

            (11)  Maximum Permissible Amount: The maximum Annual Addition that
                  may be contributed or allocated to a Participant's account
                  under the Plan for any Limitation Year shall not exceed the
                  lesser of:

                  (a)   the Defined Contribution Dollar Limitation, or

                  (b)   25 percent  of the  Participant's  Compensation  for the
                        Limitation Year.

                        The Compensation limitation referred to in (b) shall not
                        apply to any contribution for medical benefits (within
                        the meaning of Section 401(h) or Section 419A(f)(2) of
                        the Code) which is otherwise treated as an Annual
                        Addition under Section 415(l)(1) or 419A(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 will not exceed the Defined Contribution Dollar
                        Limitation multiplied by the following fraction:

                          Number of months in the short Limitation Year
                                                12

            (12)  Projected Annual Benefit: For purposes of calculating the
                  Defined Benefit Fraction: the annual retirement benefit
                  (adjusted to an actuarially equivalent straight life annuity
                  if such benefit is expressed in a form other than a straight
                  life annuity or qualified joint and survivor annuity) to which
                  the Participant would be entitled under the terms of the Plan,
                  assuming: (1) the Participant will continue employment until
                  Normal Retirement Date under the Plan, (or current age, if
                  later), and (2) the Participant's Compensation for the current
                  Limitation Year and all other relevant factors used to
                  determine benefits under the Plan will remain constant for all
                  future Limitation Years.

      (B)   Annual Addition Limitations:

            (1)   If the Participant does not participate in, and has never
                  participated in another qualified Plan or welfare benefit
                  fund, as defined in Section 419(e) of the Code maintained by
                  the Employer, or an individual medical account, as defined in
                  Section 415(l)(2) of the Code, maintained by the Employer, or
                  a simplified employee pension, as defined in Section 408(K) of
                  the Code, maintained by the Employer which provides an Annual
                  Addition as defined in Section 6.6(E), the amount of Annual
                  Additions which may be credited to the Participant's account
                  for any Limitation Year will not exceed the lesser of the
                  Maximum Permissible Amount or any other limitation contained
                  in this Plan. If the Employer Contribution that would
                  otherwise be contributed or allocated to the Participant's
                  account would cause the Annual Additions for the Limitation
                  Year to exceed the Maximum Permissible Amount, the amount
                  contributed or allocated will be reduced so that the Annual
                  Additions for the Limitation Year will equal the Maximum
                  Permissible Amount.

            (2)   Prior to determining the Participant's actual Compensation for


                                    Page 34
<PAGE>   35
                  the Limitation Year, the Employer may determine the Maximum
                  Permissible Amount for a Participant on the basis of a
                  reasonable estimation of the Participant's Compensation for
                  the Limitation Year, uniformly determined for all Participants
                  similarly situated.

            (3)   As soon as is administratively feasible after the end of the
                  Limitation Year, the Maximum Permissible Amount for the
                  Limitation Year will be determined on the basis of the
                  Participant's actual Compensation for the Limitation Year.

            (4)   If pursuant to Section 6.6(B)(3) or as result of the
                  allocation of forfeitures, there is an Excess Amount, the
                  excess will be disposed of as follows:

                  (a)   Any nondeductible voluntary employee contributions, to
                        the extent they would reduce the Excess Amount, will be
                        returned to the Participant.

                  (b)   If after the application of paragraph (a) an Excess
                        Amount still exists and the Participant is covered by
                        the Plan at the end of the Limitation Year, the Excess
                        Amount in the Participant's account will be used to
                        reduce Employer Contributions (including any allocation
                        of forfeitures) for such Participant in the next
                        Limitation year, and each succeeding Limitation Year, if
                        necessary.

                  (c)   If after the application of paragraph (a) an Excess
                        Amount still exists, and the Participant is not covered
                        by the Plan at the end of a Limitation Year, the Excess
                        Amount will be held unallocated in a suspense account.
                        The suspense account will be applied to reduce future
                        Employer Contributions (including allocation of any
                        forfeitures) for all remaining Participants in the next
                        Limitation Year and each succeeding Limitation Year, if
                        necessary.

                  (d)   If a suspense account is in existence at any time during
                        a Limitation Year pursuant to this Section 6.6(A), it
                        will not participate in the allocation of the trust'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 Participants' accounts
                        before any Employer Contributions or any Employee
                        contributions may be made to the Plan for that
                        Limitation Year. Excess Amounts may not be distribute to
                        Participants or former Participants.

      (C)   Multiple Plan Limitation.

            (1)   This Section 6.6(C) applies if, in addition to this Plan, the
                  Participant is covered under another qualified Master or
                  Prototype defined contribution Plan maintained by the
                  Employer, a welfare benefit fund, as defined in Section 419(e)
                  of the Code maintained by the Employer, or an individual
                  medical account, as defined in Section 415(l)(2) of the Code,
                  maintained by the Employer, or a simplified employee pension
                  maintained by the employer which provides an Annual Addition
                  as defined in Section 6.6(A) during any Limitation Year. The
                  Annual Additions which may be credited to a Participant's
                  accounts under this Plan for any such Limitation Year shall
                  not exceed the Maximum Permissible Amount reduced by the
                  Annual Additions credited to a Participant's accounts under
                  the other qualified master and prototype defined contribution


                                    Page 35
<PAGE>   36
                  plans, welfare benefit funds, individual medical accounts, and
                  simplified employee pensions for the same Limitation Year. If
                  the Annual Additions with respect to the Participant under
                  other qualified master and prototype defined contribution
                  plans and welfare benefit funds, individual medical accounts,
                  and simplified employee pension, maintained by the Employer
                  are less than the Maximum Permissible Amount and the
                  contributions that would otherwise be contributed or allocated
                  to the Participant's Employer Contribution Account 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 and funds for the Limitation Year will equal the Maximum
                  Permissible Amount. If the Annual Additions with respect to
                  the Participant under such other qualified master and
                  prototype defined contribution plans, welfare benefit funds
                  individual medical accounts, and simplified employee pension,
                  in the aggregate are equal to or greater than the Maximum
                  Permissible Amount, no amount will be contributed or allocated
                  to the Participant's Employer Contribution Account under this
                  Plan for the Limitation Year.

            (2)   Prior to determining the Participant's actual Compensation for
                  the Limitation Year, the Employer may determine the Maximum
                  Permissible Amount for a Participant in the manner described
                  in Section 6.6(B)(2).

            (3)   As soon as is administratively feasible after the end of the
                  Limitation Year, the Maximum Permissible Amount for the
                  Limitation Year will be determined on the basis of the
                  Participant's actual Compensation for the Limitation Year.

            (4)   If, pursuant to Section 6.6(C)(3) or as a result of the
                  allocation of forfeitures, a Participant's Annual Additions
                  under this Plan and all other plans result in an Excess Amount
                  for a Limitation Year, the Excess Amount shall be deemed to
                  consist of the amounts last allocated, except that Annual
                  Additions attributable to a simplified employee pension will
                  be deemed to have been allocated first, followed by annual
                  additions to a welfare benefit fund or individual medical
                  account regardless of the actual allocation date.

            (5)   If an Excess Amount was allocated to a Participant on an
                  allocation date of this Plan which coincides with an
                  allocation date of another Plan, the Excess Amount 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
                        Participant for the Limitation Year as of such date
                        under this Plan to (ii) the total Annual Additions
                        allocated to the Participant for the Limitation Year as
                        of such date under this and all other qualified Master
                        or Prototype defined contribution plans.

            (6)   Any Excess Amount attributed to this Plan should be disposed
                  of as provided in Section 6.6(C)(4).

      (D)   If the Participant is covered under another qualified defined
            contribution Plan maintained by the Employer which is not a Master
            or Prototype Plan, Annual Additions which may be credited to the
            Participant's accounts under this Plan for any Limitation Year will
            be limited in accordance with Section 6.6(C) (1-6) as though the
            Plan were a Master or Prototype Plan unless the Employer provides
            other limitations in Item B(12) of the Adoption Agreement.

      (E)   If the Employer maintains, or at any time maintained, a qualified
            defined benefit Plan covering any Participant in this Plan, the sum
            of the Participant's Defined Benefit Plan Fraction and Defined
            Contribution Plan Fraction will not exceed 1.0 in any Limitation
            Year. The Annual Additions which may be credited to the
            Participant's accounts under this Plan for any Limitation Year will
            be limited in accordance with Item B(12) of the Adoption Agreement.


                                    Page 36
<PAGE>   37
6.7   Reports to Participants. The Committee shall cause reports to be made at
      least annually to each Participant and to the Beneficiary of each deceased
      Participant as to the value of each such Participant's accounts, as of an
      appropriate preceding Valuation Date.

                                   ARTICLE VII
                           PAYMENT OF ACCOUNT BALANCES

7.1   Termination of Employment Upon Disability or Death. A Participant shall
      become fully vested in his or her Employer Contribution Accounts if the
      Participant becomes Disabled under Sections 5.1(A), (B), (C) or (D) or
      dies while still employed. The accounts of a Participant who retires
      becomes Disabled or dies will become distributable to the Participant or
      to his or her Spouse or Beneficiary. If distributed immediately, subject
      to Section 7.4, the distributable balance, after adjustments, will be
      determined as soon as practicable following the receipt by the Trustee of
      written notice of the Participant's termination from the Committee.

7.2   Timing for Determining Account Balance Upon Termination of Employment
      Prior to Retirement, Disability or Death. If a Participant terminates
      employment with the Employer before retirement under Sections 5.1(F) the
      vested portion of the Participant's Employer Contribution Account and/or
      Matching Account shall be determined and such Participant's accounts will
      be distributable to the Participant. If distributed immediately, subject
      to Section 7.4, the distributable balance, after adjustments, will be
      determined as soon as practicable following receipt by the Trustee of
      written notice of the Participant's termination from the Committee. The
      account balance shall be distributable at such time as elected in the
      Adoption Agreement, but in no event shall an account balance not be
      distributable later than the Participant's Normal Retirement Date.

7.3   Vesting On Distribution Before Break-in-Service; Cash-Outs.

      (A)   If an Employee terminates service, and the value of the Employee's
            vested account balance derived from Employer and Employee
            contributions is not greater than $3,500, the Employee will receive
            a distribution of the value of the entire vested portion of such
            account balances, and Rollover Account balance, if any. The
            nonvested portion will be treated as a forfeiture. For purposes of
            this Section 7.3, if the value of an Employee's vested account
            balance is zero, the Employee shall be deemed to have received a
            distribution of such vested account balance. A Participant's vested
            account balance shall not include accumulated deductible employee
            contributions within the meaning of Section 72(o)(5)(B) of the Code
            for Plan Years beginning prior to January 1, 1989.

      (B)   If an Employee terminates service, and elects, in accordance with
            the requirements of Section 7.4, to receive the value of the
            Employee's vested account balance, the nonvested portion will be
            treated as a forfeiture. If the Employee elects to have distributed
            less than the entire vested portion of the balance in the Employer
            Contribution Account, the part of the nonvested portion that will be
            treated as a forfeiture is the total nonvested portion multiplied by
            a fraction, the numerator of which is the amount of the distribution
            attributable to Employer Contributions and the denominator of which
            is the total value of the vested balance in the Employer
            Contribution Account.

      (C)   If an Employee receives a distribution pursuant to this Section 7.3
            and the Employee resumes employment covered under this Plan, the
            Employee's Employer Contribution Account and/or Matching Account
            balance will be restored to the amount on the date of distribution
            if the Employee repays to the Plan the full amount of the
            distribution attributable to Employer contributions before the
            earlier of 5 years after the first date on which the Participant is
            subsequently reemployed by the Employer, or the date the Participant
            incurs five (5) consecutive one (1) year Breaks in Service following
            the date of the distribution. If an Employee is deemed to receive a
            distribution pursuant to this Section 7.3,


                                    Page 37
<PAGE>   38
            and the Employee resumes employment covered under this Plan before
            the date the Participant incurs five (5) consecutive one (1) year
            Breaks in Service, upon the reemployment of such Employee, the
            Employer Contribution Account balance and/or Matching Account
            balance of the Employee will be restored to the amount on the date
            of such deemed distribution.

7.4   Restrictions on Immediate Distributions.

      (A)   If the value of a Participant's vested account balance derived from
            Employer and Employee contributions exceeds (or at the time of any
            prior distribution exceeded) $3,500, and the account balance is
            immediately distributable, the Participant and the Participant's
            Spouse (or where either the Participant or the Spouse has died, the
            survivor) must consent to any distribution of such account balance.
            The consent of the Participant and the Participant's Spouse shall be
            obtained in writing within the 90-day period ending on the annuity
            starting date. The annuity starting date is the first day of the
            first period for which an amount is paid as an annuity or any other
            form. The Committee shall notify the Participant and the
            Participant's Spouse of the right to defer any distribution until
            the Participant's account balance is no longer immediately
            distributable. Such notification shall include a general description
            of the material features, and an explanation of the relative values
            of, the optional forms of benefit available under the Plan in a
            manner that would satisfy the notice requirements of Section
            417(a)(3), and shall be provided no less than 30 days and no more
            than 90 days prior to the annuity starting date. However,
            distribution may commence less than 30 days after the notice
            described in the preceding sentence is given, provided the
            distribution is one to which sections 401(a)(11) and 417 of the
            Internal Revenue Code do not apply, the plan administrator clearly
            informs the participant that the participant has a right to a period
            of at least 30 days after receiving the notice to consider the
            decision of whether or not to elect a distribution (and, if
            applicable, a particular distribution option), and the participant,
            after receiving the notice, affirmatively elects a distribution.

            Notwithstanding the foregoing, only the Participant need consent to
            the commencement of a distribution in the form of a Qualified Joint
            and Survivor Annuity while the account balance is immediately
            distributable. (Furthermore, if payment in the form of a Qualified
            Joint and Survivor Annuity is not required with respect to the
            Participant pursuant to Section 7.10 of the Plan, only the
            Participant need consent to the distribution of an account balance
            that is immediately distributable. Neither the consent of the
            Participant nor the Participant's Spouse shall be required to the
            extent that a distribution is required to satisfy Section 401(a)(9)
            or Section 415 of the Code. In addition, upon termination of this
            Plan if the Plan does not offer an annuity option (purchased from a
            commercial provider), and if the Employer or any entity within the
            same controlled group as the Employer does not maintain another
            defined contribution Plan (other than an employee stock ownership
            Plan as defined in Section 4975(e)(7) of the Code), the
            Participant's account balance will, without the Participant's
            consent, be distributed to the Participant. However, if any entity
            within the same controlled group as the Employer maintains another
            defined contribution Plan (other than an employee stock ownership
            Plan as defined in Section 4975(e)(7) of the Code) then the
            Participant's account balance will be transferred, without the
            Participant's consent, to the other Plan if the Participant does not
            consent to an immediate distribution.

            An account balance is immediately distributable if any part of the
            account balance could be distributed to the Participant (or
            surviving spouse) before the Participant attains or would have
            attained if not deceased) the later of the Normal Retirement Date or
            age 62.

      (B)   For purposes of determining the applicability of the foregoing


                                    Page 38
<PAGE>   39
            consent requirements to distributions made before the first day of
            the first Plan Year beginning after December 31, 1988, the
            Participant's vested account balance shall not include amounts
            attributable to accumulated deductible employee contributions within
            the meaning of Section 72(o)(5)(B) of the Code.

7.5   Commencement of Benefits. Unless the Participant elects otherwise,
      payments will be made or commence to a Participant by the Trustee, as
      directed by the Committee, no later than the sixtieth (60th) day after the
      latest of the close of the Plan Year in which (1) the Participant attains
      age sixty-five (65) (or Normal Retirement Date; if earlier); (2) occurs
      the tenth (10th) anniversary of the year in which the Participant
      commenced participation in the Plan; or (3) the Participant terminates his
      or her service with the Employer.

      Notwithstanding the foregoing, the failure of a Participant and Spouse to
      consent to a distribution while a benefit is immediately distributable,
      within the meaning of Section 7.4 of the Plan, shall be deemed to be an
      election to defer commencement of payment of any benefit sufficient to
      satisfy this section.

7.6   Timing and Modes of Distribution.

      (A)   General Rules.

            (1)   Subject to Section 7.10, Joint and Survivor Annuity
                  Requirements, the requirements of this Section 7.6 shall apply
                  to any distribution of a Participant's interest and will take
                  precedence over any inconsistent provisions of this Plan.
                  Unless otherwise specified, the provisions of this Section 7.6
                  apply to calendar years beginning after December 31, 1984.

            (2)   All distributions required under this Section 7.6 shall be
                  determined and made in accordance with the Income Tax
                  Regulations under Section 401(a)(9), including the minimum
                  distribution incidental benefit requirement of Section
                  1.401(a)(9)-2 of the regulations.

            (3)   The normal form of payment for a profit-sharing Plan
                  satisfying the requirements of Section 7.10(F) hereof shall be
                  a single sum with no option for annuity payments; provided,
                  however, that distributions may be made:

                  (a)   In installment payments, if the Employer has elected
                        installment payments in Item B(10)(a) of the Adoption
                        Agreement;

                  (b)   Through such other form of benefit as may be identified
                        in Item B(10)(a) of the Adoption Agreement, which shall
                        be available to Participants as an optional form of
                        benefit payment, and shall preclude Employer discretion;

                  (c)   Through such other form of benefits as may be required
                        to be protected as Section 411(d)(6) protected benefits.

      (B)   Required Beginning Date. The entire interest of a Participant must
            be distributed or begin to be distributed no later than the
            Participant's required beginning date.

      (C)   Limits on Distribution Periods. As of the first distribution
            calendar year, distributions, if not made in a single-sum, may only
            be made over one of the following periods (or a combination
            thereof):

            (1)   the life of the Participant,

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

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


                                    Page 39
<PAGE>   40
            (4)   a period certain not extending beyond the joint and last
                  survivor expectancy of the Participant and a designated
                  Beneficiary.

      (D)   Determination of Amount to be Distributed Each Year. If the
            Participant's interest is to be distributed in other than a single
            sum, the following minimum distribution rules shall apply on or
            after the required beginning date:

            (1)   Individual Account.

                  (a)   If a Participant's benefit is to be distributed over:

                        (i)   a period not extending beyond the life expectancy
                              of the participant or the joint life and last
                              survivor expectancy of the Participant and the
                              Participant's designated Beneficiary; or

                        (ii)  a period not extending beyond the life expectancy
                              of the designated Beneficiary, the amount required
                              to be distributed for each calendar year,
                              beginning with distributions for the first
                              distribution calendar year, must at least equal
                              the quotient obtained by dividing the
                              Participant's benefit by the applicable life
                              expectancy.

                  (b)   For calendar years beginning before January 1, 1989, if
                        the Participant's Spouse is not the designated
                        beneficiary, the method of distribution selected must
                        assure that at least 50% of the present value of the
                        amount available for distribution is paid within the
                        life expectancy of the Participant.

                  (c)   For calendar years beginning after December 31, 1988 the
                        amount to be distributed each year, beginning with
                        distributions for the first distribution calendar year
                        shall not be less than the quotient obtained by dividing
                        the Participant's benefit by the lesser of (1) the
                        applicable life expectancy or (2) if the Participant's
                        Spouse is not the designated Beneficiary, the applicable
                        divisor determined from the table set forth in Q&A-4 of
                        Section 1.401(a)(9)-2 of the Income Tax Regulations.
                        Distributions after the death of the Participant shall
                        be distributed using the applicable life expectancy in
                        Section (1)(a) above as the relevant divisor without
                        regard to Regulations Section 1.401(a)(9)-2.

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

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

      (E)   Death Distribution Provisions

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


                                    Page 40
<PAGE>   41
            (2)   Distribution Beginning After Death. If the Participant dies
                  before distribution of his or her interest begins,
                  distribution of the Participant's entire interest shall be
                  completed by December 31 of the calendar year containing the
                  fifth anniversary of the Participant's death except to the
                  extent that an election is made to receive distributions in
                  accordance with (a) or (b) below:

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

                  (b)   if the designated Beneficiary is the Participant's
                        surviving Spouse, the date distributions are required to
                        begin in accordance with (a) above shall not be earlier
                        than the later of (1) December 31 of the calendar year
                        immediately following the calendar year in which the
                        Participant died and (2) December 31 of the calendar
                        year in which the Participant would have attained age
                        70-1/2.

                        If the Participant has not made an election pursuant to
                        this Section 7.6(E)(2) by the time of his or her death,
                        the Participant's designated Beneficiary must elect the
                        method of distribution no later than the earlier of (1)
                        December 31 of the calendar year in which distributions
                        would be required to begin under this section, or (2)
                        December 31 of the calendar year in which contains the
                        fifth anniversary of the date of death of the
                        Participant. If the Participant has no designated
                        Beneficiary, or if the designated Beneficiary does not
                        elect a method of distribution, distribution of the
                        Participant's entire interest must be completed by
                        December 31 of the calendar year containing the fifth
                        anniversary of the Participant's death.

            (3)   Surviving Spouse's Death. For purposes of Section (E)(2)
                  above, if the surviving Spouse dies after the Participant, but
                  before payments to such Spouse begin, the provisions of
                  Section (E)(2) with the exception of paragraph (b) therein,
                  shall be applied as if the surviving Spouse were the
                  Participant.

            (4)   Minor Beneficiary. For purposes of this Section (E), any
                  amount paid to a child of the Participant will be treated as
                  if it had been paid to the surviving Spouse if the amount
                  becomes payable to the surviving Spouse when the child reaches
                  the age of majority.

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

      (F)   Definitions.

            (1)   Applicable life expectancy: The life expectancy (or joint and
                  last survivor expectancy) calculated using the attained age of
                  the Participant (or designated Beneficiary) as of the
                  Participant's (or designated Beneficiary's) birthday in the


                                    Page 41
<PAGE>   42
                  applicable calendar year reduced by one for each calendar year
                  which has elapsed since the date life expectancy was first
                  calculated. If life expectancy is being recalculated, the
                  applicable life expectancy shall be the life expectancy as so
                  recalculated. The applicable calendar year shall be the first
                  distribution calendar year, and if life expectancy is being
                  recalculated such succeeding calendar year.

            (2)   Designated  Beneficiary:  The  individual who is designated as
                  the  Beneficiary  under the Plan in  accordance  with  Section
                  401(a)(9) and the proposed regulations thereunder.

            (3)   Distribution calendar year: A calendar year for which a
                  minimum distribution is required. For distributions beginning
                  before the Participant's death, the first distribution
                  calendar year is the calendar year immediately preceding the
                  calendar year which contains the Participant's required
                  beginning date. For distributions beginning after the
                  Participant's death, the first distribution calendar year is
                  the calendar year in which distributions are required to begin
                  pursuant to Section (E) above.

            (4)   Life expectancy: Life expectancy and joint and last survivor
                  expectancy are computed by use of the expected return
                  multiples in Tables V and VI of Section 1.72-9 of the Income
                  Tax Regulations.

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

            (5)   Participant's benefit:

                  (a)   The account balance as of the last valuation date in the
                        calendar year immediately preceding the distribution
                        calendar year (valuation calendar year) increased by the
                        amount of any contributions or forfeitures allocated to
                        the account balance as of dates in the valuation
                        calendar year after the valuation date and decreased by
                        distributions made in the valuation calendar year after
                        the valuation date.

                  (b)   Exception for second distribution calendar year. For
                        purposes of paragraph (a) above, if any portion of the
                        minimum distribution for the first distribution calendar
                        year is made in the second distribution calendar year on
                        or before the required beginning date, the amount of the
                        minimum distribution made in the second distribution
                        calendar year shall be treated as if it had been made in
                        the immediately preceding distribution calendar year.

            (6)   Required beginning date:

                  (a)   General rule. The required beginning date of a
                        Participant is the first day of April of the calendar
                        year following the calendar year in which the
                        Participant attains age 70-1/2.

                  (b)   Transitional rules. The required beginning date of a
                        Participant who attains age 70-1/2 before January 1,
                        1988, shall be determined in accordance with (1) or (2)
                        below:

                        (i)   Non-5-percent owners. The required beginning date
                              of a Participant who is not a 5-percent owner is
                              the first day of April of the calendar year


                                    Page 42
<PAGE>   43
                              following the calendar year in which the later of
                              retirement or attainment of age 70-1/2 occurs.

                        (ii)  5-percent owners. The required beginning date of a
                              Participant who is a 5-percent owner during any
                              year beginning after December 31, 1979, is the
                              first day of April following the later of:

                              (a)   the calendar year in which the   participant
                                    attains age 70-1/2, or

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

                        The required beginning date of a Participant who is not
                        a 5-percent owner who attains age 70-1/2 during 1988 and
                        who has not retired as of January 1, 1989, is April 1,
                        1990.

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

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

      (G) Transitional Rule.

            (1)   Distributions to 5-percent Owners. Notwithstanding the other
                  requirements of this Section 7.6 and subject to the
                  requirements of Section 7.10, Joint and Survivor Annuity
                  Requirements, distributions on behalf of any Employee,
                  including a 5-percent owner, may be made in accordance with
                  all of the following requirements (regardless of when such
                  distribution commences):

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

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

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

                  (d)   The Employee had accrued a benefit  under the Plan as of
                        December 31, 1983.

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

            (2)   Distribution on Death. A distribution upon death will not be


                                    Page 43
<PAGE>   44
                  covered by this transitional rule unless the information in
                  the designation contains the required information described
                  above with respect to the distributions to be made upon the
                  death of the Employee.

            (3)   Designation of Distribution Method. For any distribution which
                  commences before January 1, 1984, but continues after December
                  31, 1983, the Employee, or the Beneficiary, to whom such
                  distribution is being made, will be presumed to have
                  designated the method of distribution under which the
                  distribution is being made if the method of distribution was
                  specified in writing and the distribution satisfies the
                  requirements in subsections (G)(1)(a) and (e).

            (4)   Revocation of Designations. If a designation is revoked any
                  subsequent distribution must satisfy the requirements of
                  Section 401(a)(9) of the Code and the regulations thereunder.
                  If a designation is revoked subsequent to the date
                  distributions are required to begin, the plan must distribute
                  by the end of the calendar year following the calendar year in
                  which the revocation occurs the total amount not yet
                  distributed which would have been required to have been
                  distributed to satisfy Section 401(a)(9) of the Code and the
                  regulations thereunder, but for the Section 242(b)(2)
                  election. For calendar years beginning after December 31,
                  1988, such distributions must meet the minimum distribution
                  incidental benefit requirements in Section 1.401(a)(9)-2 of
                  the Income Tax Regulations. Any changes in the designation
                  will be considered to be a revocation of the designation.
                  However, the mere substitution or addition of another
                  Beneficiary (one not named in the designation) under the
                  designation will not be considered to be a revocation of the
                  designation, so long as such substitution or addition does not
                  alter the period over which distributions are to be made under
                  the designation, directly or indirectly (for example, by
                  altering the relevant measuring life). In the case in which an
                  amount is transferred or rolled over from one Plan to another
                  Plan, the rules in Q&A J-2 and Q&A J-3 shall apply.

7.7   Designation of Beneficiary.

      (A)   Default Beneficiary. In the case of a Participant who is married,
            the Participant's Beneficiary shall be the Participant's Spouse, but
            if the Participant's Spouse consents as provided in this Section
            7.7, or if the Participant is not married, then the Participant
            shall have the right to designate that after such Participant's
            death such Participant's accounts shall be distributed to a
            designated Beneficiary or Beneficiaries.

      (B)   Spousal Consent. Any consent of a Spouse given pursuant to this
            Section must be in writing and given prior to the death of the
            Participant. Such consent must acknowledge the effect of the
            Participant's Beneficiary designation, the identity of any
            non-Spouse Beneficiary, including any class of Beneficiaries and
            contingent Beneficiaries, and the consent must be witnessed by a
            Plan representative or a Notary Public. The Participant may not
            subsequently change the designation of his or her Beneficiary unless
            his Spouse consents to the new designation in accordance with the
            requirements set forth in the preceding sentence The consent of a
            Participant's Spouse shall not be required if the Participant
            establishes to the satisfaction of the Committee that consent may
            not be obtained because there is no Spouse, the Spouse cannot be
            located or because of such other circumstances as the Secretary of
            the Treasury may prescribe by regulations. A Spouse's consent shall
            be irrevocable. Any consent by a Spouse, or establishment that the
            consent of the Spouse may not be obtained, shall be effective only
            with respect to that Spouse.

      (C)   Changing Beneficiaries. Subject to Subparagraphs (A) and (B) above,
            the Participant's designation of Beneficiary may be made, changed


                                    Page 44
<PAGE>   45
            or revoked by the Participant at any time by a written instrument,
            in form satisfactory to the Committee, and shall become effective
            only when executed by such Participant (and, i applicable, consented
            to by the Participant's Spouse as set forth in Section 7.7(B)) and
            filed with the Committee prior to such Participant's death. If all
            of the Beneficiaries named in such designation shall have
            predeceased such Participant, or die prior to complete distribution
            of the Participant's accounts, or if such Participant fails to
            execute and file a designation and is not survived by a Spouse the
            payment of such Participant's accounts shall be made pursuant to the
            Plan and to such Beneficiaries as required by state law. Neither the
            Employer, the Committee, nor the Trustee, shall have any duty to see
            that such Participant, any Spouse or any Beneficiary executes and
            files any such designation with the Committee.

7.8   Optional Forms of Benefit. The optional forms of benefit provided by this
      Plan are not subject to Employer discretion and are made available to all
      Participants on a nondiscriminatory basis. The optional forms of benefit
      are described in Articles III and VII, as may be selected in the Adoption
      Agreement. If selected in Item B(13) of the Adoption Agreement, the
      Employer may attach to the Plan a list of the Section "411(d)(6) protected
      benefits" that must be preserved from a individually designed Plan or
      other prototype Plan which this Plan amends.

7.9   Distribution Upon Disability. In the event of the Disability of the
      Participant, the Trustee, following receipt of notification of such
      Disability from the Committee, shall make distributions from the Account.

7.10  Joint and Survivor Annuity Requirements.

      (A)   Application. The provisions of this Section 7.10 shall apply to any
            Participant who is credited with at least one Hour of Service with
            the Employer on or after August 23, 1984, and such other
            Participants as provided in Section 7.10(G).

      (B)   Qualified Joint and Survivor Annuity. Unless an optional form of
            benefit is selected pursuant to a Qualified Election within the
            ninety-day period ending on the Annuity Starting Date, a married
            Participant's Vested Account Balance will be paid in the form of a
            Qualified Joint and Survivor Annuity and an unmarried Participant's
            Vested Account Balance will be paid in the form of a life annuity.
            The Participant may elect to have such annuity distributed upon
            attainment of the Earliest Retirement Age under the Plan.

      (C)   Qualified Pre-Retirement Survivor Annuity. Unless an optional form
            of benefit has been selected within the election period pursuant to
            a Qualified Election, if a Participant dies before the Annuity
            Starting Date then the Participant's Vested Account Balance shall be
            applied toward the purchase of an annuity for the life of the
            surviving Spouse. The surviving Spouse may elect to have such
            annuity distributed within a reasonable period after the
            Participant's death.

      (D)   Definitions.

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

                  Pre-age 35 waiver: A Participant who will not yet attain age
                  35 as of the end of any current Plan Year may make a special
                  Qualified Election to waive the Qualified Preretirement
                  Survivor Annuity for the period beginning on the date of such
                  election and ending on the first day of the Plan Year in which
                  the Participant will attain age 35. Such election shall not be


                                    Page 45
<PAGE>   46
                  valid unless the Participant receives a written explanation of
                  the Qualified Preretirement Survivor Annuity in such terms as
                  are comparable to the explanation required under Section
                  7.10(E). Qualified Preretirement Survivor Annuity coverage
                  will be automatically reinstated as of the first day of the
                  Plan Year in which the Participant attains age 35. Any new
                  waiver on or after such date shall be subject to the full
                  requirements of this Section 7.10.

            (2)   Earliest retirement age: The earliest date on which, under the
                  Plan, the Participant could elect to receive retirement
                  benefits.

            (3)   Qualified Election: A waiver of a Qualified Joint and Survivor
                  Annuity or a Qualified Preretirement Survivor Annuity. Any
                  waiver of a Qualified Joint and Survivor Annuity or a
                  Qualified Preretirement Survivor Annuity shall not be
                  effective unless: (a) the Participant's Spouse consents in
                  writing to the election; (b) the election designates a
                  specific Beneficiary including any class of Beneficiaries or
                  any contingent Beneficiaries, which may not be changed without
                  spousal consent (or the Spouse expressly permits designations
                  by the Participant without any further spousal consent); (c)
                  the Spouse's consent acknowledges the effect of the election;
                  and (d) the Spouse's consent is witnessed by a Plan
                  representative or Notary Public. Additionally, a Participant's
                  waiver of the Qualified Joint and Survivor Annuity shall not
                  be effective unless the election designates a form of benefit
                  payment which may not be changed without spousal consent (or
                  the spouse expressly permits designations by the Participant
                  without any further spousal consent). If it is established to
                  the satisfaction of a Plan representative that there is no
                  Spouse or that the Spouse cannot be located, a waiver will be
                  deemed a Qualified Election.

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

            (4)   Qualified Joint and Survivor Annuity: An immediate annuity for
                  the life of the Participant with a survivor annuity for the
                  life of the Spouse which is not less than 50 percent and not
                  more than 100 percent of the amount of the annuity which is
                  payable during the joint lives of the Participant and the
                  Spouse and which is the amount of benefit which can be
                  purchased with the Participant's vested account balance. The
                  percentage of the survivor annuity under the Plan shall be
                  50%.

            (5)   Spouse (surviving spouse): the Spouse or surviving Spouse of
                  the Participant, provided that a former Spouse will be treated
                  as the Spouse or surviving Spouse and the current Spouse will
                  not be treated as the Spouse or surviving Spouse to the extent
                  provided under a qualified domestic relations order as
                  described in Section 414(p) of the Code.

            (6)   Annuity  Starting  Date: The first day of the first period for
                  which an amount is payable as an annuity or any other form.


                                    Page 46
<PAGE>   47
            (7)   Vested Account Balance: The aggregate value of the
                  Participant's vested account balances derived from Employer
                  and Employee contributions (including rollovers), whether
                  vested before or upon death. The provisions of this Section
                  7.10 shall apply to a Participant who is vested in amounts
                  attributable to Employer contributions, Employee contributions
                  (or both) at the time of death or distribution.

(E)   Notice Requirements.

            (1)   Qualified Joint and Survivor Annuity. In the case of a
                  Qualified Joint and Survivor Annuity as described in Section
                  7.10(B), the Committee shall no less than 30 days and no more
                  than 90 days prior to the Annuity Starting Date provide each
                  Participant a written explanation of: (i) the terms and
                  conditions of a Qualified Joint and Survivor Annuity; (ii) the
                  Participant's right to make and the effect of an election to
                  waive the Qualified Joint and Survivor Annuity form of
                  benefit; (iii) the rights of a Participant's Spouse; and (iv)
                  the right to make, and the effect of, a revocation of a
                  previous election to waive the Qualified Joint and Survivor
                  Annuity.

            (2)   Qualified Pre-Retirement Survivor Annuity. In the case of a
                  Qualified Pre-Retirement Survivor Annuity as described in
                  Section 7.10(C), the Committee shall provide each Participant
                  within the applicable period for such Participant a written
                  explanation of the Qualified Pre-Retirement Survivor Annuity
                  in such terms and in such manner as would be comparable to the
                  explanation provided for meeting the requirements of Section
                  7.10(E) applicable to a Qualified Joint and Survivor Annuity.

                  The applicable period for a Participant is whichever of the
                  following periods ends last: (i) the period beginning with the
                  first day of the Plan Year preceding the Plan Year in which
                  the Participant attains age thirty-two (32) and ending with
                  the close of the Plan Year in which the Participant attains
                  age thirty-five (35); (ii) a reasonable period ending after
                  the individual becomes a Participant; (iii) a reasonable
                  period ending after Section 7.10(E)(3) ceases to apply to the
                  Participant; and (iv) a reasonable period ending after Section
                  7.10 first applies to the Participant. Notwithstanding the
                  foregoing, notice must be provided within a reasonable period
                  ending after separation from service in the case of a
                  Participant who separates from service before attaining age
                  thirty-five (35).

                  For purposes of applying the preceding paragraph, a reasonable
                  period ending after the enumerated events described in (ii),
                  (iii) and (iv) is the end of the two-year period beginning one
                  year prior to the date the applicable event occurs, and ending
                  one year after that date. In the case of a Participant who
                  separates from service before the Plan Year in which age 35 is
                  attained, notice shall be provided within the two-year period
                  beginning one-year prior to separation and ending one year
                  after separation. If such a Participant thereafter returns to
                  employment with the Employer, the applicable period for such
                  participant shall be redetermined.

            (3)   Subsidized Annuity Distributions. Notwithstanding the other
                  requirements of this Section 7.10(E), the respective notices
                  prescribed by this Section 7.10(E) need not be given to a
                  Participant if (1) the Plan "fully subsidizes" the cost of a
                  Qualified Joint and Survivor Annuity or Qualified
                  Pre-Retirement Survivor Annuity, and (2) the Plan does not
                  allow the Participant to waive the Qualified Joint and
                  Survivor Annuity or Qualified Preretirement Survivor Annuity
                  and does not allow a married Participant to designate a
                  non-Spouse Beneficiary. For purposes of this Section 7.10(E),
                  a Plan fully subsidizes the cost of a benefit if no increase
                  in cost, or decrease in benefits to the Participant may result


                                    Page 47
<PAGE>   48
                  from the Participant's failure to elect another benefit.

      (F)   Safe harbor rules.

            (1)   Application. This Section shall apply to a Participant in a
                  profit-sharing Plan, and to any distribution, made on or after
                  the first day of the first Plan Year beginning after December
                  31, 1988, from or under a separate account attributable solely
                  to accumulated deductible employee contributions, as defined
                  in Section 72(o)(5)(B) of the Code, and maintained on behalf
                  of a Participant in a money purchase pension Plan, (including
                  a target benefit Plan) if the following conditions are
                  satisfied: (1) the Participant does not or cannot elect
                  payments in the form of a life annuity, and (2) on the death
                  of the Participant, the Participant's vested account balance
                  will be paid to the Participant's surviving Spouse, but if
                  there is no surviving Spouse or, if the surviving Spouse has
                  already consented in a manner conforming to a Qualified
                  Election, then to the Participant's designated Beneficiary.
                  The surviving Spouse may elect to have distribution of the
                  vested account balance commence within the 90-day period
                  following the date of the Participant's death. The account
                  balance shall be adjusted for gains or losses occurring after
                  the Participant's death in accordance with the provisions of
                  the Plan governing the adjustment of account balances for
                  other types of distributions. This Section 7.10(F) shall not
                  be operative with respect to a Participant in a profit-sharing
                  Plan if the Plan is a direct or indirect transferee of a
                  defined benefit Plan, money purchase Plan, a target benefit
                  Plan, stock bonus, or profit-sharing Plan which is subject to
                  the survivor annuity requirements of Section 401(a)(11) and
                  Section 417 of the Code. If this Section 7.10(F) is operative,
                  then the provisions of this Section 7.10, other than in
                  Section 7.10(G), shall be inoperative.

            (2)   Waiver. The Participant may waive the spousal death benefit
                  described in this section at any time provided that no such
                  waiver shall be effective unless it satisfies the conditions
                  of Section 7.10(D)(3) (other than the notification requirement
                  referred to therein) that would apply to the Participant's
                  waiver of the Qualified Preretirement Survivor Annuity.

            (3)   Vested Account Balance. For purposes of this Section 7.10(F),
                  vested account balance shall mean, in the case of a money
                  purchase pension Plan or a target benefit Plan, the
                  Participant's separate account balance attributable solely to
                  accumulated deductible employee contributions within the
                  meaning of Section 72(o)(5)(B) of the Code. In the case of a
                  profit-sharing Plan, vested account balance shall have the
                  same meaning as provided in Section 7.10(D)(7).

      (G)   Transitional Rules.

            (1)   Any living Participant not receiving benefits on August 23,
                  1984, who would otherwise not receive the benefits prescribed
                  by the previous sections of this Section 7.10 must be given
                  the opportunity to elect to have the prior sections of this
                  Section 7.10 apply if such Participant is credited with at
                  least one Hour of Service under this Plan or a predecessor
                  Plan in a Plan Year beginning on or after January 1, 1976, and
                  such Participant had at least ten (10) years of vesting
                  service when he or she separated from service.

            (2)   Any living Participant not receiving benefits on August 23,
                  1984 who was credited with at least one Hour of Service under
                  this Plan or predecessor Plan on or after September 2, 1974,
                  and who is not otherwise credited with any service in a Plan
                  Year beginning on or after January 1, 1976 must be given the
                  opportunity to have his or her benefits paid in accordance
                  with Section 7.10(G)(4).


                                    Page 48
<PAGE>   49
            (3)   The respective opportunities to elect (as described in Section
                  7.10(G)(1) and (2) above) must be afforded to the appropriate
                  Participants during the period commencing on August 23, 1984
                  and ending on the date benefits would otherwise commence to
                  these Participants.

            (4)   Any Participant who has elected pursuant to Section 7.10(G)(2)
                  and any Participant who does not elect under Section
                  7.10(G)(1) or who meets the requirements of Section 7.10(G)(1)
                  except that such Participant does not have at least ten (10)
                  years of vesting service when he or she separates from
                  service, shall have his or her benefits distributed in
                  accordance with all of the following requirements of benefits
                  would have been payable in the form of a life annuity:

                  a)    Automatic joint and survivor annuity. If benefits in the
                        form of a life annuity become payable to a married
                        participant who:

                        (i)   begins to receive payments under the Plan on or
                              after Normal Retirement Date; or

                        (ii)  dies on or after Normal Retirement Date while
                              still working for the Employer; or

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

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

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

                  b)    Election of early survivor annuity. A Participant who is
                        employed after attaining the Qualified Early Retirement
                        Age will be given the opportunity to elect, during the
                        election period, to have a survivor annuity payable on
                        death. If the Participant elects the survivor annuity,
                        payments under such annuity must not be less than the
                        payments which would have been made to the Spouse under
                        the Qualified Joint and Survivor Annuity if the
                        Participant had retired on the day before his or her
                        death. Any election under this provision will be in
                        writing and may be changed by the Participant at any
                        time. The election period begins on the later of (1) the
                        90th day before the Participant attains the Qualified
                        Early Retirement Age, or (2) the date on which
                        participation begins, and ends on the date the
                        Participant terminates employment.

                  c)    For purposes of this Section 7.10(G)(4):

                        (i)   Qualified Early Retirement Age is the latest of:
                              (i) the earliest date, under the Plan, on which
                              the Participant may elect to receive retirement
                              benefits, (ii) the first day of the 120th month
                              beginning before the Participant reaches Normal
                              Retirement Date, or (iii) the date the Participant


                                    Page 49
<PAGE>   50
                              begins participation.

                        (ii)  Qualified Joint and Survivor Annuity is an annuity
                              for the life of the participant with a survivor
                              annuity for the life of the Spouse as described in
                              Section 7.10(D)(4).

      (H)   Nontransferability. Any annuity distributed from the Plan must be
            nontransferable.

      (I)   Incorporation of Terms. The terms of any annuity contract purchased
            and distributed by the Plan to a Participant or Spouse shall comply
            with the requirements of this Plan.

7.11  Distributions to Qualified Plans. In the event a former Employee whose
      accounts have not been fully distributed becomes an active participant in
      a Plan qualified under Section 401(a) of the Code, the Committee may
      direct the Trustee to transfer the amount in such Participant's account(s)
      to any such Plan provided the Plan to receive such transfers authorizes
      accepting the transfer, provides that assets transferred shall be held in
      a separate account and requires that the assets transferred shall not be
      subject to any forfeiture provisions.

7.12  Profit Sharing Plans and 401(k) Profit Sharing Plans Only - Withdrawal of
      Employer Contributions. Subject to the provisions of the Plan, in
      accordance with rules for giving notice as determined by the Committee,
      and as elected in the Adoption Agreement, a Participant may withdraw as of
      the first Accounting Date subsequent to receipt by the Committee of such
      notice:

      (A)   An amount equal to not more than 100% of the Participant's Employer
            Contribution Account determined as of such Accounting Date. No
            Participant who has made any withdrawal of Employer Contributions in
            the twelve (12) months preceding the giving of such notice may make
            a withdrawal under this Section.

      (B)   Notwithstanding anything to the contrary in this Section 7.12, any
            withdrawal made pursuant to Section 7.12(A) shall be for a minimum
            whole dollar amount not less than Five Hundred Dollars ($500.00);
            except that if the amount available for withdrawal is less than Five
            Hundred Dollars ($500.00) then the minimum amount of the withdrawal
            shall be the amount available.

      (C)   No forfeitures will occur solely as a result of an Employee's
            withdrawal of Employer Contributions.

      (D)   Notwithstanding anything to the contrary in this Section 7.12, a
            Participant may not make a withdrawal, pursuant to this Section of
            any portion of the Participant's vested interest which has been
            assigned to secure repayment of a loan in accordance with Section
            10.10, below, until such time as the Committee shall have released
            said portion so assigned.

7.13.  Prohibition Against Alienation.

      (A)   Except as provided in Sections 401(a)(13) and 414(p) of the Code, no
            benefit or interest available under this Plan will be subject to
            assignment or alienation, either voluntarily or involuntarily.

      (B)   The preceding sentence 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 the
            Committee determines that such order is a qualified domestic
            relations order, as defined in Section 414(p) of the Code, or any
            domestic relations order entered before January 1, 1985.

      (C)   All rights and benefits, including elections, provided to a
            Participant in this Plan shall be subject to the rights afforded to
            any "alternate payee" under a "qualified domestic relations order."
            Furthermore, an immediate distribution to an "alternate payee" shall
            be permitted if such distribution is authorized by


                                    Page 50
<PAGE>   51
            a "qualified domestic relations order," even if the affected
            Participant has not reached the "earliest retirement age" under the
            Plan, provided that in no event will any such distribution
            accelerate the repayment of any loan made to the affected
            Participant under the Plan, unless such Participan consents thereto
            in writing. For purposes of this Section 7.13, "alternate payee,"
            "qualified domestic relations order" and "earliest retirement age"
            shall have the meaning set forth under Code Section 414(p), unless a
            Qualified Distribution Date has been selected in the Adoption
            Agreement, in which case the earliest retirement age shall be the
            date on which the domestic relations order is determined to be
            qualified.

7.14  Missing Participant or Beneficiary. Each Participant and/or each
      Beneficiary must file with the Committee from time to time in writing his
      or her post office address and each change of post office address. Any
      communication, statement or notice addressed to a Participant and/or
      Beneficiary at such last post office address filed with the Committee or
      if no address is filed with the Committee then at the last post office
      address as shown on the Employer's records, will be binding on the
      Participant and/or Beneficiary for all purposes of the Plan. Neither the
      Committee nor the Trustee shall be required to search for or locate a
      Participant or Beneficiary.

      Any other provision of the Plan to the contrary notwithstanding, if any
      application for a benefit has not been filed by a Participant otherwise
      eligible therefor within ninety (90) days after the Plan Year in which
      occurred his or her termination date, the Committee shall mail to such
      Participant and/or Beneficiary at his or her last known address an
      application for benefit and a reminder that he or she is eligible for such
      benefit. If such application is not filed with the Committee in accordance
      with the provisions of the Plan within ninety (90) days after it is so
      mailed to such Participant or his or her termination date, whichever is
      later, the benefit shall be forfeited and shall be used to reduce future
      Employer Contributions as though the Participant were not vested in his or
      her accounts as of the end of said ninety (90) day period. Upon the
      subsequent filing of an application therefor by the Participant and/or his
      Beneficiary, such accounts shall be immediately reinstated pursuant to
      this provision as though the Participant were 100% vested in his or her
      accounts in an amount equal to the cash value of the accounts on the date
      forfeited. To the extent forfeited amounts are not available, the Employer
      shall contribute the amount required to reinstate the Participant's
      account balance.

7.15  Limitation on Certain Distributions. Notwithstanding anything contained
      herein to the contrary, the Trustee may, in its discretion, delay
      satisfying requests for distributions for up to one year where
      distributions require amounts to be withdrawn from the Guaranteed
      Investment Contract Fund; provided, however, that in no event shall the
      Trustee delay distributions to a Participant beyond the legally required
      time for distribution as set forth in Section 7.5.

7.16  Form of Distributions and Withdrawals. The Trustee shall make all
      distributions and withdrawals under the Plan, including Hardship
      withdrawals, other withdrawals while the Participant is still employed,
      and distributions upon retirement, disability, death and separation from
      service, pro rata, from all accounts and Investment Funds, as follows:

      (A)   In a Plan with no Employer Stock Fund, all withdrawals and
            distributions under the Plan shall be made in cash.

      (B)   In a Plan with an Employer Stock Fund:

            (1)   Withdrawals and distributions under the Plan from the other
                  Investment Fund(s) shall be made in cash.

            (2)   Withdrawals and distributions under the Plan from the Employer
                  Stock Fund may be made in cash or in full shares of Employer
                  Stock, with any fractional share paid in cash, as elected by
                  the Participant. For the cash portion of any distribution or
                  withdrawal, the Participant will receive the cash proceeds


                                    Page 51
<PAGE>   52
                  from the sale of shares of Employer Stock as of the sale date.

                                  ARTICLE VIII
                                DIRECT ROLLOVERS

8.1   General. This Article applies to distributions made on or after January 1,
      1993. Notwithstanding any provision of the Plan to the contrary that would
      otherwise limit a distributee's election under this Article, a distributee
      may elect, at the time and in the manner prescribed by the Plan
      administrator, to have any portion of an eligible rollover distribution
      paid directly to an eligible retirement Plan specified by the distributee
      in a direct rollover.

8.2   Definitions.

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

      (B)   Eligible retirement Plan: An eligible retirement Plan is an
            individual retirement account described in section 408(a) of the
            Code, an individual retirement annuity described in section 408(b)
            of the Code, an annuity Plan described in section 403(a) of the
            Code, or a qualified trust described in section 401(a) of the Code,
            that accepts the distributee's eligible rollover distribution.
            However, in the case of an eligible rollover distribution to the
            surviving spouse, an eligible retirement Plan is an individual
            retirement account or individual retirement annuity.

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

      (D)   Direct Rollover: A direct rollover is a payment by the Plan to the
            eligible retirement Plan specified by the distributee.

      (E)   Waiver of Notice. If a distribution is one to which Sections 401(a)
            (11) and 417 of the Internal Revenue Code do not apply, such
            distribution may commence less than 30 days after the notice
            required under Section 1.411(a)-(11)(c) of the Income Tax
            Regulations is given, provided that: (1) the plan administrator
            clearly informs the Participant that the Participant has a right to
            a period of at least 30 days after receiving the notice to consider
            the decision of whether or not to elect a distribution (and, if
            applicable, a particular distribution option), and (2) the
            Participant, after receiving the notice, affirmatively elects a
            distribution.

                                   ARTICLE IX
                              TOP-HEAVY PROVISIONS

9.1   Use of Top-Heavy Provisions. If the Plan becomes a Top-Heavy Plan in any
      Plan Year after December 31, 1983, the provisions of this Article IX will
      supersede any conflicting provision in the Plan or the Adoption Agreement.
      The Committee has sole responsibility to make the determination as to the
      top-heavy status of the Plan.


                                    Page 52
<PAGE>   53
9.2   Top-Heavy Definitions.

      (A)   Key Employee: Any Employee or former Employee (and the Beneficiaries
            of such Employee) who at any time during the determination period
            was an officer of the Employer if such individual's annual
            Compensation exceeds 50% of the dollar limitation under Section
            415(b)(1)(A) of the Code, an owner (or considered an owner under
            Section 318 of the Code) of one of the ten largest interests in the
            Employer if such individual's Compensation exceeds 100% of the
            dollar limitation under Section 415(c)(1)(A) of the Code, a 5 per
            cent owner of the Employer, or a 1 per cent owner of the Employer
            who has an annual Compensation of more than $150,000. Annual
            compensation means compensation as defined in Item B(4)(a) of the
            Adoption Agreement, but including amounts contributed by the
            Employer pursuant to a salary reduction agreement which are
            excludable from the Employee's gross income under Section 125,
            Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the
            Code. The determination period is the Plan Year containing the
            Determination Date and the 4 preceding Plan Years.

            The determination of who is Key Employee will made by the Committee
            in accordance with Section 416(i)(1) of the Code and the regulations
            thereunder.

      (B)   Top-Heavy Plan: This Plan, for any Plan Year beginning after
            December 31, 1983, if any of the following conditions exists:

            (1)   If the Top-Heavy Ratio for this Plan exceeds 60 percent and
                  this Plan is not part of any Required Aggregation Group or
                  Permissive Aggregation Group of plans.

            (2)   If this Plan is a part of a Required Aggregation Group of
                  plans but not part of a Permissive Aggregation Group and the
                  Top-Heavy Ratio for the group of plans exceeds 60 percent.

            (3)   If this Plan is a part of a Required Aggregation Group and
                  part of a Permissive Aggregation Group of plans and the
                  Top-Heavy Ratio for the Permissive Aggregation Group exceeds
                  60 percent.

      (C)   Top-Heavy Ratio: For purposes of determining if the Plan is a
            Top-Heavy Plan:

            (1)   If the Employer maintains one or more defined contribution
                  plans (including any Simplified employee pension Plan) and the
                  Employer has not maintained any defined benefit Plan which
                  during the 5-year period ending on the Determination Date(s)
                  has or has had accrued benefits, the Top-Heavy Ratio for this
                  Plan alone or for the Required or Permissive Aggregation Group
                  as appropriate is a fraction, the numerator of which is the
                  sum of the account balances of all Key Employees as of the
                  Determination Date(s) (including any part of any account
                  balance distributed in the 5-year period ending on the
                  Determination Date(s)), and the denominator of which is the
                  sum of all account balances (including any part of any account
                  balance distributed in the 5-year period ending on the
                  Determination Date(s), both computed in accordance with
                  Section 416 of the Code and the regulations thereunder. Both
                  the numerator and denominator of the Top-Heavy Ratio are
                  increased to reflect any contribution not actually made as of
                  the Determination Date, but which is required to be taken into
                  account on that date under Section 416 of the Code and the
                  regulations thereunder.

            (2)   If the Employer maintains one or more defined contribution
                  plans (including any Simplified Employee Pension Plan) and the
                  Employer maintains or has maintained one or more defined
                  benefit plans which during the 5-year period ending on the
                  Determination Date(s) has or has had any accrued benefits, the


                                    Page 53
<PAGE>   54
                  Top-Heavy Ratio for any Required or Permissive Aggregation
                  Group as appropriate is a fraction, the numerator of which is
                  the sum of account balances under the aggregated defined
                  contribution plan or plans for all Key Employees determined in
                  accordance with (1) above, and the Present Value of accrued
                  benefits under the aggregated defined benefit plan or plans
                  for all Key Employees as of the Determination Date(s), and the
                  denominator of which is the sum of the account balances under
                  the aggregated defined contribution plan or plans for all
                  Participants, determined in accordance with (1) above, and the
                  Present Value of accrued benefits under the defined benefit
                  plan or plans for all Participants as of the Determination
                  Date(s), all determined in accordance with Section 416 of the
                  Code and regulations thereunder. The accrued benefits under a
                  defined benefit plan in both the numerator and denominator of
                  the Top-Heavy Ratio are increased for any distribution of an
                  accrued benefit made in the five-year period ending on the
                  Determination Date.

            (3)   For purposes of (1) and (2) above, the value of account
                  balances and the Present Value of accrued benefits will be
                  determined as of the most recent Valuation Date that falls
                  within or ends with the 12-month period ending on the
                  Determination Date, except as provided in Section 416 of the
                  Code and the regulations thereunder for the first and second
                  Plan years of a defined benefit Plan. The account balances and
                  accrued benefits of a Participant (a) who is not a Key
                  Employee but who was a Key Employee in a prior year, or (b)
                  who has not been credited with at least one Hour of Service
                  with any Employer maintaining the Plan at any time during the
                  five-year period ending on the Determination Date will be
                  disregarded. The calculation of the Top-Heavy Ratio, and the
                  extent to which distributions, rollovers, and transfers are
                  taken into account will be made in accordance with Section 416
                  of the Code and the regulations thereunder. Voluntary
                  deductible employee contributions will not be taken into
                  account for purposes of computing the Top-Heavy Ratio. When
                  aggregating plans the value of account balances and accrued
                  benefits will be calculated with reference to the
                  Determination Dates that fall within the same calendar year.

                  The accrued benefit of a Participant other than a Key Employee
                  shall be determined under (a) the method, if any, that
                  uniformly applies for accrual purposes under all defined
                  benefit plans maintained by the Employer, or (b) if there is
                  no such method, as if such benefit accrued not more rapidly
                  than the slowest accrual rate permitted under the fractional
                  rule of Section 411(b)(1)(C) of the Code.

      (D)   Permissive Aggregation Group: The Required Aggregation Group of
            plans plus any other Plan or plans of the Employer which, when
            considered as a group with the Required Aggregation Group, would
            continue to satisfy the requirements of Section 401(a)(4) and
            Section 410 of the Code.

      (E)   Required Aggregation Group: (1) Each qualified Plan of the Employer
            in which at least one Key Employee participates or participated at
            any time during the determination period (regardless of whether the
            Plan has terminated), and (2) any other qualified Plan of Employer
            which enables a Plan described in (1) to meet the requirements of
            Section 401(a)(4) or Section 410 of the Code.

      (F)   Determination Date: For purposes of determining if there is a Key
            Employee and for calculating the Top-Heavy Ratio: 1) for any Plan
            Year subsequent to the first Plan Year, the last day of the
            preceding Plan Year, and 2) for the first Plan Year of the Plan, the
            last day of that year.

      (G)   Valuation Date: The date specified in Item B(14)(c) of the Adoption
            Agreement as of which account balances or accrued benefits are
            valued for purposes of calculating the Top-Heavy Ratio.


                                    Page 54
<PAGE>   55
      (H)   Present Value: Present Value shall be based only on the interest and
            mortality rates specified in the Adoption Agreement.

9.3   Minimum Allocation.

      (A)   Except as otherwise provided in Section 9.3(C) and (D) below, the
            Employer Contributions and forfeitures allocated on behalf of any
            Participant who is not a Key Employee shall not be less than the
            lesser of three per cent (3%) of such Participant's Compensation or
            in the case where the Employer has no defined benefit Plan which
            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 Compensation, as limited by Section
            401(a)(17) of the Code, allocated on behalf of any Key Employee for
            that year. The minimum allocation is determined without regard to
            any Social Security contribution. This minimum allocation shall be
            made even though, under other Plan provisions, the Participant would
            not otherwise be entitled to receive an allocation or would have
            received a lesser allocation for the year because of (i) such
            Participants failure to complete 1,000 Hours of Service (or any
            other equivalent provided in the Plan) or (ii) the Employee's
            failure to make mandatory contributions or (iii) Compensation less
            than a stated amount.

      (B)   For purposes of computing the minimum allocation, Compensation shall
            mean Compensation as defined in Section 6.6(A) as limited by Section
            401(a)(17) of the Code.

      (C)   Section 9.3(A) shall not apply to any Participant who was not
            employed by the Employer on the last day of the Plan Year.

      (D)   Section 9.3(A) shall not apply to any Participant to the extent the
            Participant is covered under any other plan or plans of the Employer
            and the Employer has provided in Item B(14) of the Adoption
            Agreement that the minimum allocation or benefit requirement
            applicable to Top-Heavy Plans will be met in the other plan or
            plans.

      (E)   The minimum allocation required (to the extent required to be
            nonforfeitable under Section 416(b) of the Code) may not be
            forfeited under Section 411(a)(3)(B) or Section 411(a)(3)(D) of the
            Code.

      (F)   For each Plan Year in which the Paired Plans are Top-Heavy, the
            Top-Heavy requirements set forth in Article VIII of the Plan and
            Item B(14) of the Adoption Agreement shall apply.

      (G)   Neither Before Tax Contributions nor Matching Contributions may be
            taken into account for the purpose of satisfying the minimum
            Top-Heavy contribution requirements.

9.4   Minimum Vesting Schedules. For any Plan Year in which this Plan is a
      Top-Heavy Plan, the vesting schedule elected by the Employer in Item B(14)
      and/or C(4)(d) of the Adoption Agreement will automatically apply to the
      Plan. The minimum vesting schedule applies to all benefits within the
      meaning of Section 411(a)(7) of the Code except those attributable to
      Employee contributions, including benefits accrued before the effective
      date of Section 416 and benefits accrued before the Plan became a
      Top-Heavy Plan. Further, no decrease in a Participant's nonforfeitable
      percentage may occur in the event the Plan's status as a Top-Heavy Plan
      changes for any Plan Year. However, this Section 9.4 does not apply to the
      account balance of any Employee who does not have an Hour of Service after
      the Plan has initially become a Top-Heavy Plan and such Employee's account
      balance attributable to employer contributions and forfeitures will be
      determined without regard to this Section 9.4.

                                    ARTICLE X
                                     TRUSTEE


                                    Page 55
<PAGE>   56
10.1  Trustee. The Trustee shall receive, hold, invest, administer and
      distribute the Trust Fund in accordance with the provisions of the Plan as
      herein set forth.

10.2  Records and Accounts of Trustee. The Trustee shall maintain accurate and
      detailed records and accounts of all its transactions of the Trust Fund,
      which shall be available at all reasonable times for inspection or audit
      by any person designated by the Employer and by any other person or entity
      to the extent required by law.

10.3  Reports to Employer. As soon as practicable following the close of each
      accounting period and following the effective date of the termination of
      the Plan, the Trustee shall file a written report with the Employer. The
      report shall set forth all transactions with respect to the Trust Fund
      during the period listing the Trust Fund assets with their market value as
      of the close of the period covered by the report.

10.4  Powers of Trustee. The Trustee shall administer the Trust Fund as a
      nondiscretionary Trustee, and the Trustee shall not have any discretion or
      authority with regard to the investment of the Trust Fund and shall act
      solely as a directed Trustee of the fund contributed to it. The Trustee,
      as a nondiscretionary Trustee, as may be directed by the Employer (or the
      Participants to the extent provided herein) is authorized and empowered,
      by way of limitation, with the following powers, rights and duties, each
      of which the Trustee shall exercise in a nondiscretionary manner as
      directed in accordance with the direction of the Employer (or the
      Participants) as a Named Fiduciary (except to the extent that Plan assets
      are subject to the control and management of a properly appointed
      Investment Manager):

      (A)   At the direction of the Named Fiduciary, to sell, write options on,
            convey or transfer, invest and reinvest any part thereof in each and
            every kind of property, whether real, personal or mixed, tangible
            orintangible, whether income or non-income producing and wherever
            situated, including, but not limited to, time deposits (including
            time deposits in the Trustee or its affiliates, or any successor
            thereto, if the deposits bear a reasonable rate of interest), fee
            simple, leasehold or lesser estates in real estate, shares of common
            and preferred stock, mortgages, bonds, leases, notes, debentures,
            equipment or collateral trust certificates, rights, warrants,
            convertible or exchangeable, and other corporate, individual or
            government securities or obligations, annuity, retirement or other
            insurance contracts, mutual funds (including funds for which the
            Trustee or its affiliates serve as investment advisor), units of
            group or collective trusts established to permit the pooling of
            funds of separate pension and profit sharing trusts, provided the
            Internal Revenue Service has ruled such group trust to be qualified
            under Code Section 401(a) and exempt under Code Section 501(a) (or
            the applicable corresponding provision of any other Revenue Act) or
            in units of any other common, collective o commingled trust fund
            heretofore or hereafter established and maintained by the Trustee or
            its affiliates; as long as the Trustee holds any units hereunder,
            the instrument establishing such common trust fund (including all
            amendments thereto) shall be deemed to have been adopted and made a
            part of this Plan, and such other investments as the Named Fiduciary
            shall direct the Trustee to invest Plan assets or hold as an
            Investment Fund for the investment of Plan assets pursuant to
            Participant direction.

      (B)   At the direction of the Named Fiduciary, to sell, convert, redeem,
            exchange, grant options for the purchase or exchange of, or
            otherwise dispose of any property held hereunder, at public or
            private sale, for cash or upon credit with or without security,
            without obligation on the part of any person dealing with the
            Trustee to see to the application of the proceeds of or to inquire
            into the validity, expediency, or propriety of any such disposal;

      (C)   At the direction of the Named Fiduciary, to manage, operate, repair,
            partition and improve and mortgage or lease (with or without an
            option to purchase) for any length of time any property


                                    Page 56
<PAGE>   57
            held in the Trust Fund; to renew or extend any mortgage or lease,
            upon such terms as the Trustee may deem expedient; to agree to
            reduction of the rate of interest on any mortgage; to agree to any
            modification in the terms of any lease or mortgage, or of an
            guarantee pertaining to either of them; to exercise and enforce any
            right of foreclosure; to bid in property on foreclosure; to take a
            deed in lieu of foreclosure with or without paying consideration
            therefor and in connection therewith to release the obligation on
            the bond secured by the mortgage; and to exercise and enforce in any
            action, suit or proceeding at law or in equity any rights,
            covenants, conditions, or remedies with respect to any lease or
            mortgage or to any guarantee pertaining to either of them or to
            waive any default in the performance thereof;

      (D)   In accordance with the direction of a Named Fiduciary, to vote,
            personally or by general or limited proxy, any shares of stock or
            other securities held in the Trust Fund, provided that all voting
            rights pertaining to shares of any financial institution in the
            state where the Trustee is located shall be exercised by the trustee
            only if and as directed in writing by the Committee; provided
            further, that the Trustee and the Employer may agree in writing that
            such voting rights be passed through to the Participant's in
            proportion to their interest in the Investment Funds, to delegate
            discretionary voting power to the trustees of a voting trust for any
            period of time; and to exercise or sell, personally or by power of
            attorney, any conversion or subscription or other rights appurtenant
            to any securities or other property held in the Trust Fund;

      (E)   As may be directed by the Named Fiduciary, to join in or oppose any
            reorganization, recapitalization, consolidation, merger or
            liquidation, or any Plan therefor, or any lease (with or without an
            option to purchase), mortgage or sale of the property of any
            organization the securities of which are held in the Trust Fund; to
            pay from the Trust Fund any assessments, charges, or compensation
            specified in any Plan of reorganization, recapitalization,
            consolidation, merger or liquidation; to deposit any property with
            any committee or depository; and to retain any property allotted to
            the Trust Fund in any reorganization, recapitalization,
            consolidation, merger or liquidation;

      (F)   In accordance with the written instructions of a Named Fiduciary, to
            settle, compromise or commit to arbitration any claim, debt or
            obligation of or against the Trust Fund; to enforce or abstain from
            enforcing any right, claim, debt, or obligation; and to abandon any
            property determined by it to be worthless;

      (G)   As may be directed by the Named Fiduciary, to continue to hold any
            property of the Trust Fund, whether or not productive of income; to
            reserve from investment and keep unproductive of income, without
            liability for interest, such cash as it deems advisable and,
            consistent with its obligations as Trustee hereunder, to hold such
            cash in a demand deposit in the Trustee bank, its affiliates, or any
            successor thereto;

      (H)   To hold property of the Trust Fund in its own name, or in the name
            of nominee, without disclosure of this trust, or in bearer form so
            that it may pass by delivery, and to deposit property with any
            depository, but no such holding or depositing shall relieve the
            Trustee of its responsibility for the safe custody and disposition
            of the Trust Fund in accordance with the provisions of this
            agreement as may be directed by the Named Fiduciary, and the
            Trustee's records shall at all times show that such property is part
            of the Trust Fund;

      (I)   As directed by the Named Fiduciary, to make, execute and deliver, as
            Trustee, any deeds, conveyances, leases (with or without option to
            purchase), mortgages, options, contracts, waivers, or other
            instruments that the Trustee shall deem necessary or desirable in
            the exercise of its powers under this agreement;


                                    Page 57
<PAGE>   58
      (J)   To employ, at the expense of the Employer or the Trust Fund, agents
            and delegate to them such duties as the Trustee sees fit; the
            Trustee shall not be responsible for any loss occasioned by any such
            agents selected by it with reasonable care; the Trustee may consult
            with legal counsel(who may be counsel for the Employer) concerning
            any questions which may arise with reference to its power or duties
            under this Plan, and the written opinion of such counsel shall be
            full and complete protection with respect to any action taken or not
            taken by the Trustee in good faith and in accordance with the
            written opinion of such counsel;

      (K)   To pay out of the Trust Fund any taxes imposed or levied with
            respect to the Trust Fund and may contest the validity or amount of
            any tax, assessment, penalty, claim or demand respecting the Trust
            Fund; however, unless the Trustee shall have first been indemnified
            to its satisfaction, it shall not be required to contest the
            validity of any tax, or to institute, maintain or defend against any
            other action or proceeding either at law or in equity;

      (L)   To make loans to Participants in accordance with policies
            established by the Committee and in accordance with the terms of the
            Plan and the and to segregate or otherwise identify property of the
            Trust Fund as directed by the Committee for such purpose including
            providing collateral for loans made pursuant to the Plan.

10.5  Trustee's Fees and Expenses. The Trustee shall be entitled to receive
      reasonable fees for its services hereunder in accordance with its schedule
      of fees then in effect and shall be entitled to receive reimbursement for
      all reasonable expenses incurred by it in the administration of this Plan.
      Except to the extent that the Employer shall pay such fees and expenses,
      they shall be charged to and collected by the Trustee from each
      Participant's accounts. The Trustee's fees and expenses for extraordinary
      services in connection with any Participant's accounts may be charged to
      and collected by the Trustee from such accounts.

10.6  Trustee May Resign or Be Removed. The Trustee may resign by written notice
      to the Employer which shall be effective sixty (60) days after delivery
      unless the Trustee and the Employer agree to an earlier effective date.
      The Trustee may be removed by the Employer by written notice to the
      Trustee which shall be effective sixty (60) days after delivery unless the
      Trustee and the Employer agree to an earlier effective date. Prior to the
      effective date of such resignation or removal, the Employer shall amend
      its Plan to eliminate any reference to the PRISM(R) Prototype Retirement
      Plan and Trust, and appoint a new trustee. The Trustee shall deliver the
      Trust Fund to its successor on the effective date of resignation or
      removal, or as soon after such effective date as practicable. However, the
      Trustee may first subtract any amounts owed it from the Trust Fund for
      compensation, expenses and taxes due.

      If the Employer fails to so amend the Plan and appoint a successor trustee
      within the sixty (60) days, or longer period as the Trustee permits in
      writing, the Trustee shall apply to a court of competent jurisdiction for
      appointment of a successor trustee.

10.7  Separate Investment Funds.

      (A)   The assets of the Trust Fund shall be held in such number of
            Investment Funds as the Employer and the Trustee may agree, plus an
            Employer Stock Fund if selected by the Employer in the Adoption
            Agreement, as the Employer shall designate in writing on the
            Investment Fund Designation form affixed to the Adoption Agreement.
            Such Investment Funds shall be selected by the Employer from among
            the funds offered by the Trustee for use as Investment Funds in the
            PRISM(R)Prototype Retirement Plan & Trust. The Trustee reserves the
            right to change the funds available for use as Investment Funds in
            the PRISM(R)Prototype Retirement Plan Trust, from time to time, and
            the Employer agrees to execute an amended Investment Fund
            Designation form to reflect any such changes as may impact the
            Investment Funds available to the Employer's Plan. The Employer
            hereby acknowledges that,


                                    Page 58
<PAGE>   59
            available as Investment Funds are interests in registered investment
            companies (i.e. mutual funds) for which the sponsoring organization,
            its parent, affiliates or successors may serve as investment advisor
            and receive compensation from the registered investment company for
            its services as investment advisor. The Employer acknowledges that
            it, as Named Fiduciary, has the sole responsibility for selection of
            the Investment Funds offered under the Plan, and it has done so on
            the basis of the Employer's determination, after due inquiry, of the
            appropriateness of the selected Investment Funds as vehicles for the
            investment of Plan assets pursuant to the terms of the Plan,
            considering all relevant facts and circumstances, including but not
            limited to (i) the investment policy and philosophy of the Employer
            developed pursuant to ERISA ss.402(b)(1); (ii) the Participants,
            including average level of investment experience and sophistication;
            (iii) the ability of Participants, using an appropriate mix of
            Investment Funds, to diversify the investment of Plan assets held
            for their benefit; (iv) the ability of Participants to, utilizing an
            appropriate mix of Investment Funds, to structure an investment
            portfolio within their account in the Plan with risk and return
            characteristics within the normal range of risk and return
            characteristics for individuals with similar investment backgrounds,
            experience and expectations; and, (v) in making the selection of
            Investment Funds, the Employer did not rely on any representations
            or recommendations from the Trustee or any of its employees, except
            as may have been provided through written materials, including
            marketing materials provided by the various sponsors or distributors
            of the Investment Funds, and that the Investment Fund selection has
            not be influenced, approved, or encouraged through the actions of
            the Trustee or its employees.

            For purposes of the Plan, "Employer Stock" shall mean common stock
            listed on a recognized securities exchange issued by an Employer of
            Employees covered by the Plan or by an affiliate of such Employer
            and which shall be a "qualifying employer security" as defined in
            ERISA. The Employer Stock Fund shall be invested and reinvested in
            shares of Employer Stock, which stock shall be purchased by the
            Trustee to the extent not contributed to the Plan by the Employer,
            except for amounts which may reasonably be expected to be necessary
            to satisfy distributions to be made in cash. No Employer Stock shall
            be acquired or held in any Investment Fund other than the Employer
            Stock Fund. Up to 100% of the assets of the Trust Fund may be
            invested in Employer Stock.

            All contributions shall be allocated by the Trustee to the Plan's
            Investment Funds specified by the Employer. Dividends, interest and
            other distributions shall be reinvested in the same Investment Fund
            from which received.

            Employers sponsoring 401(k) profit sharing plans may elect to
            determine the Investment Funds, including an Employer Stock Fund, if
            applicable, into which Matching Contributions and/or Employer
            Contributions will be invested and/or into which Participants may
            not direct contributions. By making these designations, the Employer
            shall be deemed to have advised the Trustee in writing regarding the
            retention of investment powers.

            Notwithstanding the foregoing provisions of this Section 10.7(A),
            the Trustee may, in its discretion, accept certain investments which
            have been, and are, held as part of the Trust Fund prior to the date
            the Employer adopted this Plan. Such investments shall be considered
            investments directed by the Employer or an Investment Committee for
            the Plan ("Investment Committee"), if one is acting. The Trustee
            shall hold, administer and dispose of such investments in accordance
            with directions to the Trustee contained in a written notice from
            the Employer or Investment Committee. Any such notice shall advise
            the Trustee regarding the retention of investment powers by the
            Employer or the Investment Committee and shall be of a continuing
            nature or otherwise, and may be revoked in writing by the Employer
            or Investment Committee.


                                    Page 59
<PAGE>   60
            The Trustee shall not be liable but shall be fully protected by
            reason of its taking or refraining from taking any action at the
            direction of the Employer or Investment Committee, nor shall the
            Trustee be liable but shall be fully protected by reason of its
            refraining from taking any action because of the failure of the
            Employer or the Investment Committee to give a direction or order.
            The Trustee shall be under no duty to question or make inquiry as to
            any direction, notification or order or failure to give a direction,
            notification or order by the Employer or the Investment Committee.
            The Trustee shall be under no duty to make any review of investments
            directed by the Employer or Investment Committee acquired for the
            Trust Fund and under no duty at any time to make any recommendation
            with respect to disposing of or continuing to retain any such
            investments. While the Employer may direct the Trustee with respect
            to Plan investments, the Employer may not (1) borrow from the Fund
            or pledge any assets of the Fund as security for a loan; (2) buy
            property or assets from or sell property or assets to the Fund; (3)
            charge any fee for services rendered to the Fund; or (4) receive any
            services from the Fund on a preferential basis.

            The Employer hereby indemnifies and holds the Trustee or its nominee
            harmless from any and all actions, claims, demands, liabilities,
            losses, damages or reasonable expenses of whatsoever kind and nature
            in connection with or arising out of (1) any action taken or omitted
            in good faith or any investment or disbursement of any part of the
            Trust Fund made by the Trustee in accordance with the directions of
            the Employer or the Investment Committee or any inaction with
            respect to any Employer or Investment Committee directed investment
            or with respect to any investment previously made at the direction
            of the Employer or Investment Committee in the absence of directions
            from the Employer or Investment Committee therefor, or (2) any
            failure by the Trustee to pay for any property purchased by the
            Employer or the Investment Committee for the Trust Fund by reason of
            the insufficiency of funds in the Trust Fund.

            Anything hereinabove to the contrary notwithstanding, the Employer
            shall have no responsibility to the Trustee under the foregoing
            indemnification if the Trustee knowingly participated in or
            knowingly concealed any act or omission of the Employer or
            Investment Committee knowing that such act or omission constituted a
            breach of fiduciary responsibility, or if the Trustee fails to
            perform any of the duties undertaken by it under the provisions of
            this Plan, or if the Trustee fails to act in conformity with the
            directions of an authorized representative of the Employer or the
            Investment Committee.

      (B)   Each Participant shall by such mechanism as may be agreed upon
            between the Trustee and Employer, direct that the contributions made
            to his or her accounts for which the Participant may direct
            investments, as selected by the Employer in the Adoption Agreement,
            be invested in one or more of the Investment Funds, including the
            Employer Stock Fund, if applicable. At the time an Employee becomes
            eligible for the Plan, he or she shall specify the percentage of his
            or her accounts (expressed in percentage increments as may be agreed
            to between the Employer and the Trustee) to be invested pro-rata in
            each such Investment Fund.

      (C)   Upon  prior  written  notice  to the  Trustee,  or  other  form of
            notice acceptable  to  the  Trustee,  a  Participant  may  change an
            investment direction  with  respect  to  future  contributions.
            Through  acceptable   notice to the  Trustee,  the  Participant  may
            elect to transfer  all or a portion of such  Participant's  interest
            in each Investment Fund (based on  the value of such interest on the
            Valuation  Date  immediately  preceding such  election),  including
            an Employer Stock Fund, if applicable, to any other of the
            Investment  Funds  selected  by the  Employer  so that  the
            Participant's interest in the said Investment Funds immediately
            after the transfer is  allocated  in  percentage  increments  as may
            be agreed to by the Employer and the Trustee.


                                    Page 60
<PAGE>   61
            Notwithstanding any Participant's election to change Investment
            Funds, the Trustee may, in its discretion, delay satisfaction of
            requests to change from a guaranteed investment contract fund for up
            to one year, or delay satisfaction of changes in Investment Funds
            pending settlement of prior changes in Investment Funds.

      (D)   The Employer will be responsible when transmitting Employer and
            Employee contributions to show the dollar amount to be credited to
            each Investment Fund for each Employee.

      (E)   Except as otherwise provided in the Plan, neither the Trustee, nor
            the Employer, nor any fiduciary of the Plan shall be liable to the
            Participant or any of his or her beneficiaries for any loss
            resulting from action taken at the direction of the Participant.

      (F)   In a 401(k) profit sharing Plan where the Employer has elected to
            invest a portion or all of the Matching Contributions and/or
            Employer Contributions in the Employer Stock Fund, then the
            following shall apply:

            If selected by the Employer in the Adoption Agreement, a Participant
            who is fifty-five (55) years of age or older and who is 100% vested
            in his Matching Contribution account and/or Employer Contribution
            account may elect to have the Employer Stock (and any earnings
            thereon) attributable to such Matching Contributions and/or Employer
            Contributions diversified in the other Investment Funds under the
            Plan in accordance with the following rules and limitations. The
            amount of Employer Stock which may be diversified each Plan Year
            shall be determined in accordance with the following schedule:

<TABLE>
<CAPTION>
=============================================================
                                   then the percent of the
                                   number of whole shares
                                   (rounded to the nearest
                                   whole number) credited to
If the age  attained  by           the Participants' Matching
the Participant                    Account and/or Employer
during the Plan Year is:           Contribution Account on the
                                   last day of the preceding
                                   Plan Year which may be
                                   diversified pursuant to the
                                   rules below may not exceed
=============================================================
<S>                                <C>
55                                         25%
======================================================
56                                         25%
======================================================
57                                         30%
======================================================
58                                         40%
======================================================
59                                         50%
======================================================
60                                         60%
======================================================
61                                         70%
======================================================
62                                         80%
======================================================
63                                         90%
======================================================
64                                        100%
======================================================
</TABLE>


            The election to diversify may only be made once each Plan Year. The
            election may be made in any month by providing notice to the
            Committee in accordance with the frequency selected by the Employer
            for other Investment Fund changes under the Plan. Each election to
            make a transfer pursuant to this Section shall specify the
            Investment Fund(s) into which the shares subject to diversification


                                    Page 61
<PAGE>   62
            will be reinvested so that the Participant's interest in the said
            Investment Fund(s), immediately after the transfer, is allocated in
            increments as may be allowed by the Trustee. Thereafter, the
            Participant's interest in said Investment Fund(s) shall be subject
            to transfer in accordance with this Section.

      (G)   Forfeitures arising under the Plan will be invested in an Investment
            Fund as may be selected in the discretion of the Employer.

      (H)   In the event the Trust holds life insurance, the following
            restrictions shall apply:

            (1)   Limitations on Premium Payments

                  (a)   If ordinary or whole life insurance contracts are
                        purchased on the life of a Participant, less than
                        one-half of the insured Participant's current allocation
                        of contributions will be used to pay premiums
                        attributable to such insurance. Ordinary or whole life
                        insurance contracts are those with both nondecreasing
                        benefits and nonincreasing premiums.

                  (b)   If term or universal life insurance contracts are
                        purchased, no more than one-quarter of the insured
                        Participant's current allocation of contributions will
                        be used to pay premiums attributable to such insurance.

                  (c)   If a combination of ordinary or whole life insurance
                        contracts and term or universal life insurance contracts
                        are purchased, the sum of one-half of the ordinary life
                        insurance premiums and all other life insurance premiums
                        will not exceed one-fourth of the aggregate employer
                        contributions allocated to any participant.

            (2)   The Plan Administrator will direct the Trustee to convert the
                  entire value of any life insurance contract at or before the
                  Participant's actual retirement or distribution on termination
                  of employment, but not later than the Participant's Required
                  Beginning Date to provide cash values or retirement annuity
                  income, or, subject to the Joint and Survivor Annuity waiver
                  requirements of Section 7.10, the Plan Administrator may
                  direct the Trustee to distribute the insurance contract
                  directly to the Participant.

            (3)   The Trustee, at the direction of the Employer shall be
                  entitled to exercise all rights and options with respect to
                  any such life insurance contracts held by the Plan.

10.8  Registration, Distribution and Voting of Employer Stock and Procedures
      Regarding Tender Offers.

      (A)   All voting rights on shares of Employer Stock held in the Employer
            Stock Fund shall be exercised by the Trustee only as directed by the
            Participants acting in their capacity as "Named Fiduciaries" (as
            defined in Section 402 of the Act) in accordance with the following
            provisions of this Section 10.8(A):

            (1)   As soon as practicable before each annual or special
                  shareholders' meeting of the Employer, the Trustee shall
                  furnish to each Participant sufficient copies of the proxy
                  solicitation material sent generally to shareholders, together
                  with a form requesting confidential instructions on how the
                  shares of Employer Stock allocated to such Participant's
                  account, and, separately, such shares of Employer Stock as may
                  be unallocated ("Unallocated Shares") or allocated to
                  Participant accounts but for which the Trustee does not
                  receive timely voting instruction from the Participant
                  ("Non-Directed Shares"), (including fractional shares to
                  1/1000th of a share) are to be voted. The direction with
                  respect to Non-Directed Shares and Unallocated Shares shall
                  apply to such number of votes equal to the total number of
                  votes attributable to Non-Directed Shares and Unallocated
                  Shares multiplied by a fraction, the numerator of which is the
                  number of shares of Employer Stock credited to the


                                    Page 62
<PAGE>   63
                  Participant's account and the denominator of which is the
                  total number of shares credited to the accounts of all such
                  Participants who have timely provided directions to the
                  Trustee with respect to Non-Directed Shares and Unallocated
                  Shares under this Section 10.8(A)(1). The Employer and the
                  Committee will cooperate with the Trustee to ensure that
                  Participants receive the requisite information in a timely
                  manner. The materials furnished to the Participants shall
                  include a notice from the Trustee that the Trustee will vote
                  any shares for which timely instructions are not received by
                  the Trustee as may be directed by those voting Participants,
                  acting in their capacity as Named Fiduciaries of the Plan as
                  provided above. Upon timely receipt of such instructions, the
                  Trustee shall vote the shares as instructed. The instructions
                  received by the Trustee from Participants or Beneficiaries
                  shall be held by the Trustee in strict confidence and shall
                  not be divulged or released to any person including directors,
                  officers or employees of the Employer, or of any other
                  company, except as otherwise required by law.

            (2)   With respect to all corporate matters submitted to
                  shareholders, all shares of Employer Stock shall be voted only
                  in accordance with the directions of such Participants as
                  Named Fiduciaries as given to the Trustee as provided in
                  Section 10.8(A)(1). With respect to shares of Employer Stock
                  allocated to the account of a deceased Participant, such
                  Participant's Beneficiary, as Named Fiduciary, shall be
                  entitled to direct the voting of shares of Employer Sock as if
                  such Beneficiary were the Participant.

      (B)   All tender or exchange decisions with respect to Employer Stock held
            in the Employer Stock Fund shall be made only by the Participants
            acting in their capacity as Named Fiduciaries with respect to the
            Employer Stock allocated to their accounts in accordance with the
            following provisions of this Section 10.8(B):

            (1)   In the event an offer shall be received by the Trustee
                  (including a tender offer for shares of Employer Stock subject
                  to Section 14(d)(1) of the Securities Exchange Act of 1934 or
                  subject to Rule 13e-4 promulgated under that Act, as those
                  provisions may from time to time be amended) to purchase or
                  exchange any shares of Employer Stock held by the Trust, the
                  Trustee will advise each Participant who has shares of
                  Employer Stock credited to such Participant's account in
                  writing of the terms of the offer as soon as practicable after
                  its commencement and will furnish each Participant with a form
                  by which he may instruct the Trustee confidentially whether or
                  not to tender or exchange shares allocated to such
                  Participant's account, and, separately, Unallocated Shares and
                  Non-Directed Shares (including fractional shares to 1/1000th
                  of a share). The directions with respect to Non-Directed
                  Shares and Unallocated Shares shall apply to such number of
                  Non-Directed Shares and Unallocated Shares equal to the total
                  number of Non-Directed Shares and Unallocated Shares
                  multiplied by a fraction, the numerator of which is the number
                  of shares of Employer Stock credited to the Participant's
                  account and the denominator of which is the total number of
                  shares credited to the accounts of all such Participants who
                  have timely provided directions to the Trustee with respect to
                  Non-Directed Shares and Unallocated Shares under this Section
                  10.8(B). The materials furnished to the Participants shall
                  include (i) a notice from the Trustee that, except as provided
                  in this Section 10.8(B), the Trustee will not tender or
                  exchange any shares for which timely instructions are not
                  received by the Trustee and (ii) such related documents as are
                  prepared by any person and provided to the shareholders of the
                  Employer pursuant to the Securities Exchange Act of 1934. The
                  Committee and the Trustee may also provide Participants with
                  such other material concerning the tender or exchange offer as
                  the Trustee or the Committee in its discretion determines to
                  be appropriate; provided, however, that prior to any


                                    Page 63
<PAGE>   64
                  distribution of materials by the Committee, the Trustee shall
                  be furnished with sufficient numbers of complete copies of all
                  such materials. The Employer and the Committee will cooperate
                  with the Trustee to ensure that Participants receive the
                  requisite information in a timely manner.

            (2)   The Trustee shall tender or not tender shares or exchange
                  shares of Employer Stock (including fractional shares to
                  1/1000th of a share) only as and to the extent instructed by
                  the Participants as Named Fiduciaries as provided in Section
                  10.8(B)(1). With respect to shares of Employer Stock allocated
                  to the account of a deceased Participant, such Participant's
                  Beneficiary, as a Named Fiduciary, shall be entitled to direct
                  the Trustee whether or not to tender or exchange such shares
                  as if such Beneficiary were the Participant. If tender or
                  exchange instructions for shares of Employer Stock allocated
                  to the account of any Participant are not timely received by
                  the Trustee, the Trustee will treat the non-receipt as a
                  direction not to tender or exchange such shares. The
                  instructions received by the Trustee from Participants or
                  Beneficiaries shall be held by the Trustee in strict
                  confidence and shall not be divulged or released to any
                  person, including directors, officers or employees of the
                  Employer, or of any other company, except as otherwise
                  required by law.

            (3)   In the event, under the terms of a tender offer or otherwise,
                  any shares of Employer Stock tendered for sale, exchange or
                  transfer pursuant to such offer may be withdrawn from such
                  offer, the Trustee shall follow such instructions respecting
                  the withdrawal of such securities from such offer in the same
                  manner and the same proportion as shall be timely received by
                  the Trustee from the Participants, as Named Fiduciaries,
                  entitled under this Section 10.8(B) to give instructions as to
                  the sale, exchange or transfer of securities pursuant to such
                  offer.

            (4)   In the event an offer shall be received by the Trustee and
                  instructions shall be solicited from Participants pursuant to
                  Section 10.8(B)(1-3) regarding such offer, and prior to
                  termination of such offer, another offer is received by the
                  Trustee for the securities subject to the first offer, the
                  Trustee shall use its best efforts under the circumstances to
                  solicit instructions from the Participants to the Trustee (i)
                  with respect to securities tendered for sale, exchange or
                  transfer pursuant to the first offer, whether to withdraw such
                  tender, if possible, and, if withdrawn, whether to tender any
                  securities so withdrawn for sale, exchange or transfer
                  pursuant to the second offer and (ii) with respect to
                  securities not tendered for sale, exchange or transfer
                  pursuant to the first offer, whether to tender or not to
                  tender such securities for sale, exchange or transfer pursuant
                  to the second offer. The Trustee shall follow all such
                  instructions received in a timely manner from Participants in
                  the same manner and in the same proportion as provided in
                  Section 10.8(B)(1-3). With respect to any further offer for
                  any Employer Stock received by the Trustee and subject to any
                  earlier offer (including successive offers from one or more
                  existing offerors), the Trustee shall act in the same manner
                  as described above.

            (5)   A Participant's instructions to the Trustee to tender or
                  exchange shares of Employer Stock will not be deemed a
                  withdrawal or suspension from the Plan or a forfeiture of any
                  portion of the Participant's interest in the Plan. Funds
                  received in exchange for tendered shares will be credited to
                  the account of the Participant whose shares were tendered and
                  will be used by the Trustee to purchase Employer Stock, as
                  soon as practicable. In the interim, the Trustee will invest
                  such funds in short-term investments permitted under the Plan,
                  and in the same manner in which forfeited amounts are


                                    Page 64
<PAGE>   65
                  invested.

            (6)   In the event the Employer initiates a tender or exchange
                  offer, the Trustee may, in its sole discretion, enter into an
                  agreement with the Employer not to tender or exchange any
                  shares of Employer Stock in such offer, in which event, the
                  foregoing provisions of this Section 10.8(B) shall have no
                  effect with respect to such offer and the Trustee shall not
                  tender or exchange any shares of Employer Stock in such offer.

      (C)   The Trustee acting with respect to the Employer Stock Fund may with
            the consent of the Committee designate any Employee or other Trustee
            as agent to solicit the instructions to vote provided for in
            Subsection (A) of this Section, and shall be held harmless in
            relying upon such agent's written advice as to how shares are to be
            voted, and said Trustee may, with the consent of the Committee,
            designate any Employee as agent to solicit instructions from
            Participants regarding such a tender offer, as required under
            Subsection (B) above, and shall be held harmless in relying upon
            such agent's written advice as to whether shares of Employer Stock
            are to be tendered.

      (D)   The Employer shall be responsible for complying with applicable
            federal and state securities laws and regulations.

10.9  Valuation of Investment Funds and Accounts.

      (A)   As of each Valuation Date, the Trustee shall determine the fair
            market value of each Investment Fund, including an Employer Stock
            Fund, if any, being administered by the Trustee. With respect to
            each such Investment Fund, the Trustee shall determine (a) the
            change in value between the current Valuation Date and the then last
            preceding Valuation Date, (b)the net gain or loss resulting from
            expenses paid (including fees and expenses, if any, which are to be
            charged to such Fund) and (c) realized and unrealized gains and
            losses.

            The transfer of funds to or from an Investment Fund pursuant to
            Section 10.7(C) and payments, distributions and withdrawals from an
            Investment Fund to provide benefits under the Plan for Participants
            or Beneficiaries shall not be deemed to be gains, expenses or losses
            of an Investment Fund.

            After each Valuation Date, the Trustee shall allocate the net gain
            or loss of each Investment Fund as of such Valuation Date to the
            accounts of Participants participating in such Investment Fund on
            such Valuation Date. Contributions, forfeitures and rollovers
            received and credited to Participants' accounts as of such Valuation
            Date, or as of any earlier date since the last preceding Valuation
            Date shall not be considered in allocating gains or losses allocated
            to Participants' accounts.

      (B)   The reasonable and equitable decision of the Trustee as to the value
            of each Investment Fund, including an Employer Stock Fund, if any,
            and of any account as of each Valuation Date shall be conclusive and
            binding upon all persons having any interest, direct or indirect, in
            the Investment Funds or in any account.

                                   ARTICLE XI
                                 ADMINISTRATION

11.1  Committee Membership. The Employer shall appoint a Committee which shall
      consist of at least one member. The Committee members will be named in the
      Adoption Agreement and may be, but are not required to be, Employees of
      the Employer. All members of the Committee shall serve at the pleasure of
      the Employer. In the event that the Committee has more than one member,
      one member shall serve as Chairman and one as Secretary. Any member of the
      Committee may resign by notice in writing to the Employer. Any vacancy in
      the Committee shall be filled by the Employer as soon as practicable after
      a vacancy. If the Employer does not designate a Committee, the Employer
      shall assume all of the duties of the Committee.


                                    Page 65
<PAGE>   66
11.2  Powers and Duties of Committee. The Committee shall have all powers and
      duties and only the powers and duties as are specifically conferred upon
      it by this Plan or as the Employer may delegate to or impose upon it
      consistent with the provisions of this Plan, ERISA and the Code. Without
      limiting the generality of the foregoing, the Committee shall have the
      following powers and duties:

      (A)   to interpret and construe the terms and provisions of this Plan and
            to decide any questions which may arise hereunder, including but not
            limited to --

            (1)   the amount of a Participant's Compensation,

            (2)   a Participant's Years of Service,

            (3)   the age of any person who might be entitled to receive
                  benefits,

            (4)   the right of any person to receive benefits,

            (5)   the amount of any benefits to be paid to any persons;

      (B)   to cause to be maintained all necessary records and accounts under
            this Plan and to keep in convenient form any data as may be
            necessary for valuation of the assets and liabilities;

      (C)   to rely upon the records of the Employer or upon any certificate,
            statement or other representation made to it by a Participant, a
            Beneficiary, the authorized representative of the Participant or
            Beneficiary, or the Trustee concerning any fact required to be
            determined under any of the provisions of this Plan, and the
            Committee shall not be required to make inquiry into the propriety
            of any action by the Employer or the Trustee;

      (D)   to give written notice to a Participant, a Beneficiary, or the
            authorized representative of the Participant or Beneficiary, of the
            amount of benefits payable under this Plan;

      (E)   to make and enforce any rules, not inconsistent with this Plan, as
            it shall deem necessary or proper for the efficient administration
            of this Plan;

      (F)   to have and exercise such other authority as it deems necessary to
            carry out the purposes and provisions of this Plan, provided that
            any act of discretion permitted shall be exercised in a uniform
            non-discriminatory manner with respect to individuals in like or
            similar circumstances;

      (G)   to adopt rules and guidelines for the administration of this Plan,
            provided that they are not inconsistent with the terms of this Plan
            and are uniformly applicable to all persons similarly situated and
            to delegate in accordance with Section 11.8 such functions and
            duties as the Committee deems advisable;

      (H)   to establish a funding policy and investment objectives consistent
            with the purposes of the Plan and the requirements of law;

      (I)   to employ such attorneys, accountants and agents as it shall
            determine to assist it in carrying out its duties hereunder.

      Except as otherwise provided in this Plan or determined by the Employer,
      any action or determination taken or made by the Committee or any
      interpretation or construction made by the Committee shall be final and
      shall be binding upon all persons. The Committee shall at all times
      exercise the power and authority given to it under this Plan in a fair,
      reasonable and non-discriminatory manner.

11.3  Actions of the Committee. Any act authorized or required to be taken by
      the Committee shall be taken by a decision of the majority of the members
      acting at the time. Any decision of the Committee may be expressed by a
      vote at a Committee meeting or in writing, signed by all members of the


                                    Page 66
<PAGE>   67
      Committee, without a meeting. All allocation statements, notices,
      directions, approvals, instructions and all other communications required
      or authorized to be given by the Committee under this Plan shall be in
      writing and signed by a majority of the members of the Committee. The
      Committee may, however, by an instrument in writing signed by all the
      members and filed with the Trustee, designate one or more if its members
      as having the authority to sign all such communications on behalf of the
      Committee. Until notified in writing to the contrary, the Trustee shall be
      fully protected in acting in accordance with all communications which it
      considers genuine and to have been signed on behalf of the Committee by
      the members authorized to sign communications. If at any time for any
      reason the Committee shall be unable to act with respect to any matter,
      the Employer shall act with respect to that matter and its action shall be
      final and it shall be binding upon all persons.

11.4  Resignation, Removal and Designation of Successors. Any member of the
      Committee may resign at any time and any member may be removed by the
      Employer with or without cause. In case of resignation, death, removal or
      inability or failure for any cause of any member of the Committee to serve
      or to continue to serve, a successor shall be appointed by the Employer.
      The Committee shall promptly notify the Trustee of any change in its
      membership.

11.5  Committee Review. If any Participant, Spouse, Beneficiary, or other
      authorized representative of a Participant, Spouse or Beneficiary shall
      file an application with the Committee for benefits under the Plan and the
      application is denied, in whole or in part, such applicant shall be
      notified of the denial in writing within ninety (90) days of receipt of
      the claim. The notice to the applicant shall state that the Committee has
      denied the application pursuant to the exercise of its discretionary
      powers. This notice shall set forth the specific reasons for the denial,
      specific reference to pertinent Plan provisions upon which the denial is
      based, a description of any additional information needed to perfect the
      claim with an explanation of why it is necessary and an explanation of
      procedure for appeal.

      Any Participant, Spouse, Beneficiary, or other authorized representative
      of the Participant, Spouse or Beneficiary whose application for benefits
      has been denied may, within sixty (60) days after receiving the
      notification, make a written application to the Committee to review the
      denial. The applicant may request that the review be made by written
      statements submitted by the applicant and the Committee, at a hearing, or
      by both. Any hearing shall be held in the main offices of the Employer on
      a date and time as the Employer shall designate with at least seven (7)
      days notice to the applicant unless the applicant accepts shorter notice.
      Within sixty (60) days after the review has been completed, the Employer
      shall render a written decision and shall send a copy to the applicant.
      This decision shall include specific reasons for the decision, as well as
      specific references to the pertinent Plan provisions upon which the
      decision is based.

      If the Participant, Spouse, Beneficiary, or other authorized
      representative of a Participant, Spouse or Beneficiary does not file
      written notice with the Employer at the times set forth above, the
      individual shall have waived all benefits under this Plan other than as
      set forth in the notice from the Committee.

11.6  Records. The Committee shall keep or cause to be kept records of all
      meetings, proceedings and actions held, undertaken or performed by it and
      shall furnish to the Employer reports as the Employer may request.

11.7  Compensation. The members of the Committee shall serve without
      compensation for services as such, but all reasonably incurred fees and
      expenses shall be paid by the Employer.

11.8  Designation of Named Fiduciaries and Allocation of Responsibility Among
      Fiduciaries. The Employer, the Committee and the Trustee shall be "Named
      Fiduciaries" with respect to this Plan as that term is defined in ERISA.
      The Named Fiduciaries shall have only those specific powers, duties,
      responsibilities and obligations as are given to them under this Plan. The
      Named Fiduciaries may designate any person or persons as a fiduciary and


                                    Page 67
<PAGE>   68
      may delegate to such person or persons any one or more of their powers,
      functions, duties and responsibilities with respect to the Plan as set
      forth in this Plan, authorizing or providing for such direction,
      information or action. Any such designation shall be made in writing and
      shall become effective upon written acceptance. No such designation or
      delegation by the Employer or the Committee of any of its powers,
      authority or responsibilities to the Trustee shall become effective unless
      such designation or delegation shall first be accepted by the Trustee in a
      writing signed by it and delivered to the Employer or the Committee, as
      applicable. Furthermore, each Named Fiduciary may rely upon any such
      direction, information or action of another Named Fiduciary as being
      proper under this Plan and is not required to inquire into the propriety
      of any such direction, information or action. It is intended that under
      this Plan each Named Fiduciary shall be responsible for the proper
      exercise of its own powers, duties, responsibilities and obligations and
      shall not be responsible for act or failure to act of another fiduciary.

11.9  Notice by Committee or Employer. Any communication or notice to any person
      by the Committee or the Employer shall be in writing and may be given by
      delivery to the person or by first class mail with postage prepaid
      addressed to the person at the last address on file with the Committee or
      the Employer. Any notice delivered as provided above shall be deemed to
      have been given when delivered, and any notice mailed as provided above
      shall be deemed to have been given when mailed.

11.10 Loans to Participants.

      (A)   (1)   In  accordance  with  Section  11.8 above,  the  Committee is
                  hereby designated  as  the  named   fiduciary   with  sole
                  authority  and responsibility  to approve or deny loans and,
                  except as provided in subsections (G) and (H) of this Section,
                  collect unpaid loans,  in accordance   with  the  provisions
                  of  this  Section  11.10.   This Section  11.10  shall  apply
                  if the  Employer  is  eligible to and elects Item B(16) of the
                  Adoption Agreement.

            (2)   Subject to the consent of the Committee, loans may be made
                  upon approval of the written application of a Participant or
                  Beneficiary submitted to the Committee. Such application shall
                  be submitted during a specified period established by the
                  Committee prior to the date the loan is to be made. The
                  Committee shall notify the Participant or Beneficiary whether
                  the loan has been approved or denied. Loans shall be made
                  available to all Participants and Beneficiaries on a
                  reasonably equivalent basis, except that no loans will be made
                  to any Stockholder-Employee or Owner-Employee and no loan
                  shall be made to any Participant which the Committee, upon
                  reviewing the Participant's written application determines may
                  be reasonably expected to be unable to repay the loan. Loans
                  shall not be made available to Highly Compensated Employees
                  (as defined in Section 414(q) of the Code) in an amount
                  greater than the amount made available to other Employees.
                  Except for loans made prior to the date this Plan is adopted,
                  a Participant or Beneficiary shall have no more than five
                  loans outstanding at any given time.

            (3)   All loans will be adequately secured and will bear a
                  reasonable rate of interest. Rates of interest will be
                  determined daily by the Trustee for Plan loans. The Committee
                  will determine the minimum loan amount for the Plan.

      (B)   In reviewing and approving or denying loan applications hereunder,
            the Committee shall bear sole responsibility for ensuring compliance
            with all applicable federal or state laws and regulations, including
            the federal Truth In Lending Act (15 U.S.C. ss.1601 et seq.), and
            Equal Credit Opportunity Act (15 U.S.C. ss.1691 et seq.). The
            Committee shall upon request supply the Trustee with evidence that
            it has complied with such federal or state law.

      (C)   Notwithstanding Section 7.13 above, each loan made hereunder shall
            be secured by a written assignment, in favor of the Plan, of that


                                    Page 68
<PAGE>   69
            portion of the Participant's accounts which the Committee determines
            to be necessary to adequately secure repayment of the loan.

      (D)   A Participant must obtain the consent of his or her Spouse, if any,
            to use the account balance as security for the loan. Spousal consent
            shall be obtained no earlier than the beginning of the ninety (90)
            day period that ends on the date the loan is to be so secured. The
            consent must be in writing and must be witnessed by a Plan
            representative or Notary Public. Such consent shall thereafter be
            binding with respect to the consenting spouse or any subsequent
            spouse with respect to that loan. A new consent shall be required if
            the account balance is used for renegotiation, extension, renewal,
            or other revision of the loan.

            Notwithstanding the preceding paragraph, no spousal consent is
            required for the use of the account balance as security for a Plan
            loan to the Participant under a safe-harbor profit sharing Plan as
            described in Section 7.10(F).

      (E)   No loan shall be approved by the Committee to any Participant or
            Beneficiary in any amount which exceeds the lesser of

            (1)   $50,000, reduced by the excess (if any) of -

                  (a)   the highest outstanding balance of loans from the Plan
                        during the one-year period ending on the day before the
                        date on which such loan was made, over,

                  (b)   the  outstanding  balance  of loans from the Plan on the
                        date on which such loan was made, or

            (2)   fifty percent (50%) of the present value of the Participant's
                  nonforfeitable accrued benefit.

            For purposes of the above limitation, all loans from all plans of
            the Employer and other members of a group of employers described in
            Sections 414(b), (c), (m) and (o) of the Code are aggregated.

            The term of the loan shall be determined by the Committee.
            Furthermore, any loan shall, by its terms require that repayment
            (principal and interest) be amortized in level payments, not less
            frequently than quarterly over a period not extending beyond five
            years from the date of the loan, except that the Committee, in its
            discretion, may permit a repayment period in excess of five years
            for loans made to a Participant or Beneficiary used to acquire a
            dwelling unit which, within a reasonable time (determined at the
            time the loan is made) will be used as a principal residence of the
            borrower.

            An assignment or pledge of any portion of the participant's interest
            in the Plan will be treated as a loan under this paragraph.

      (F)   Each loan hereunder shall be made pro rata from the borrowing
            Participant's available accounts and Investment Funds. Loan
            repayments shall generally be made via payroll deduction, except
            that the repayment of outstanding principal at maturity, in the
            event the loan is called, or in the event the Participant chooses to
            prepay the loan shall be made in such manner as the Committee shall
            determine. Loan repayments and interest thereon shall be credited to
            the Investment Funds and accounts in accordance wit current
            elections. No loan shall be considered a general investment of the
            Trust Fund. Each loan shall be evidenced by a written agreement,
            evidencing the Participant's obligation to repay the borrowed amount
            to the Plan, in such form and with such provisions consistent with
            this Section 11.10 as is acceptable to the Trustee. All loan
            agreements shall be deposited with the Trustee.

      (G)   In the event a Participant does not repay the principal of such loan
            or interest thereon at such times as are required by the terms of
            the loan or if the Participant ceases to be an Employee while such


                                    Page 69
<PAGE>   70
            Participant has a loan made hereunder which is outstanding, the
            Committee, in its discretion, may direct the Trustee to take such
            action as the Committee may reasonably determine, including:

            (1)   demand repayment of the loan and, subject to Section 10.4(K),
                  institute legal action against the Participant to enforce
                  collection of any balance due from the Participant, or

            (2)   demand repayment of the loan, and charge the total amount of
                  the unpaid loan and unpaid interest against the balance
                  credited to the Participant's vested account balance which was
                  assigned as security for the loan and reduce any payment or
                  distribution from the Trust Fund to which the Participant or
                  the Participant's Beneficiary may become entitled to the
                  extent necessary to discharge the obligation on the loan.

            Notwithstanding the foregoing provisions of this Paragraph (G), in
            the event of default, foreclosure on the note and attachment of
            security will not occur until a distributable event occurs in the
            Plan.

      (H)   In the event the Committee fails or refuses for any reason to direct
            the Trustee as provided in Paragraph (G) above or if the Trustee
            otherwise reasonably concludes that the collectibility of a loan
            hereunder is in jeopardy, the Trustee is authorized to take such
            action as it may reasonably determine to enforce repayment and
            satisfaction of the loan. The Employer shall be responsible for
            costs and expenses incurred in collecting any loan balance.

      (I)   In the event that the amount of any payment or distribution from the
            Trust Fund is insufficient to repay the balance due on any loan, the
            Participant shall be liable for and continue to make repayments on
            such balance.

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

                                   ARTICLE XII
                     FAILURE TO ATTAIN OR RETAIN QUALIFIED STATUS

12.1  Failure to Qualify as a Prototype. This Plan is established with the
      intent that it shall qualify under Section 401 of the Code and that it
      shall comply with ERISA and all other applicable laws, regulations and
      rulings. It may be modified and amended retroactively, if necessary, to
      secure such qualification. Should the Internal Revenue Service determine
      that this Plan does not qualify under the Code or any statute of similar
      import, or fails or refuses to issue an opinion, and if the Plan is not
      amended, as required to qualify, before the time allowed by law for the
      Employer to file its corporate federal tax return for the taxable year in
      which the Effective Date occurs, the Plan shall be considered to be
      rescinded and of no force and effect. Any assets attributable to
      contributions made by the Employer shall be returned to the Employer by
      the Trustee as soon as administratively feasible. The Employer shall
      refund to the Participant any contributions made by the Participant to the
      Plan.

12.2  Failure of Employer to Attain or Retain Qualification. If the Employer's
      Plan fails to attain or retain qualification, such Plan will no longer
      participate in this prototype Plan and will be considered an individually


                                    Page 70
<PAGE>   71
      designed Plan.

                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1  Employer Action. Except as may be specifically provided herein, any action
      required or  permitted  to be taken by the Employer may be taken on behalf
      of the Employer by any officer of the Employer.

13.2  No Guarantee of Interests. Neither the Trustee, the Employer nor any other
      named fiduciary in any way guarantees the Trust Fund from loss or
      depreciation, nor do they guarantee any payment to any person. The
      liability of the Trustee, the Employer and a named fiduciary to make any
      payments hereunder is limited to the available assets of the Trust Fund.

13.3  Employment Rights. The Plan is not a contract of employment. Participation
      in the Plan will not give any Participant the right to be retained in the
      Employer's employ, nor any right or claim to any benefit under the Plan,
      unless the right or claim has specifically accrued under the Plan.

13.4  Interpretations and Adjustments. To the extent permitted by law, an
      interpretation of the Plan and a decision on any matter within a named
      fiduciary's discretion made in good faith is binding on all persons. A
      misstatement or other mistake of fact shall be corrected when it becomes
      known and the person responsible shall make such adjustment on account
      thereof as he or she considers equitable and practicable.

13.5  Uniform Rules. In the administration of the Plan, uniform rules will be
      applied to all Participants similarly situated.

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

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

13.8  Controlling Law. The law of the state where the Trustee is located shall
      be the controlling state law in all matters relating to the Plan and shall
      apply to the extent that it is not preempted by the laws of the United
      States of America.

13.9  Tax Exemption of Trust. The trust herein created is designated as
      constituting a part of a Plan intended to qualify under Sections 401(a) of
      the Code and to be tax-exempt under Section 501(a) of the Code.

13.10 Counterparts.  The Plan may be executed in two or more  counterparts,  any
      one of which will be an original without reference to the others.

13.11 Annual Statement of Account. The assets of the Trust Fund will be valued
      annually at fair market as of the last day of each Plan Year. On such date
      the earning and losses of the Trust Fund will be allocated to each
      Participant's accounts in the ratio that such account balance bears to all
      account balances. The Trustee will deliver to the Employer a statement of
      each Participant's account balances as of the last day of Plan Year.

13.12 No Duty to Inquire. No person shall have any duty to make any inquiry as
      to the application or use of the Trust Fund, or any part thereof, or to
      inquire into the validity, expediency or propriety of any matter or thing
      done or proposed to be done by the Trustee.

13.13 Invalidity. In case any provisions of this Plan shall be invalid, this
      fact shall not affect the validity of any other provision.

13.14 Titles. Titles to Articles and Sections are for convenience only and shall
      have no bearing upon the construction or interpretation of this Plan.

13.15 No Duty of Trustee to Collect Contributions. The Trustee shall be
      accountable for all contributions received but shall have no duty to
      require any contributions to be delivered or to determine if the


                                    Page 71
<PAGE>   72
      contributions received comply with the Plan or with any Board of Directors
      resolution of the Employer providing for contributions.

13.16 Trustee Distributes by Committee Direction. The Trustee shall make
      distributions only through Committee direction. The Trustee shall have no
      responsibility to see how distributions are applied or to ascertain
      whether the Committee's directions comply with the Plan. Notwithstanding
      anything in the Plan to the contrary, payments made in accordance with
      these provisions will continue only so long as amounts remain in the
      Participant's accounts.

                                   ARTICLE XIV
                            AMENDMENT OR TERMINATION

14.1  Amendment by the Sponsor. Society National Bank, the sponsoring
      organization, reserves the right without being required to obtain the
      approval of the Employer to amend any part of the Plan from time to time,
      subject to the provisions of Article XII, Section 14.2 and the following:

      (A)   Except as provided in Section 14.1(B) and (C), no amendment shall
            become effective until at least thirty (30) days' prior written
            notice (unless the Employer agrees to shorter notice) has been given
            to the Employer, nor shall any such amendment reduce Participants'
            benefits to less than the benefits to which they would have been
            entitled if they had resigned from the employ of the Employer on the
            effective date of the amendment;

      (B)   An amendment of the Plan and Trust which the sponsor deems necessary
            to enable the Plan and Trust to meet the requirements of Section
            401(a) of the Code may be made effective as of the date the Plan and
            Trust was established by the sponsor or as of any subsequent date;

      (C)   An amendment of the Plan and Trust to conform the Plan and Trust to
            any change in the law, regulations or rulings of the United States
            may take effect as of the date such amendment is required to be
            effective. Any amendment executed pursuant to the provisions of this
            Section 14.1 shall be executed by an authorized officer of the
            sponsor, or its successor. For purposes of this Section 14.1, the
            Employer shall be deemed to have been furnished a copy of any
            amendment on the business day next following the mailing by the
            sponsor or the Trustee.

14.2  Amendment by Adopting Employer. The Employer may (1) change the choice of
      options in the Adoption Agreement, (2) add overriding language in the
      Adoption Agreement when such language is necessary to satisfy Section 415
      or Section 416 of the Code because of the required aggregation of multiple
      plans, and (3) add certain model amendments published by the Internal
      Revenue Service which specifically provide that their adoption will not
      cause the Plan to be treated as individually designed. An Employer that
      amends the Plan for any other reason, including a waiver of the minimum
      funding requirement under Section 412(d) of the Code, will no longer
      participate in this Master or Prototype Plan and will be considered to
      have an individually designed Plan.

14.3  Vesting  - Plan  Termination.  In the  event  of  termination  or  partial
      termination of the Plan, the account balance of each affected  Participant
      will be nonforfeitable.

14.4  Vesting - Complete Discontinuance of Contributions. In the event of a
      complete discontinuance of contributions under the Plan, the account
      balance of each affected Participant will be nonforfeitable.

14.5  Plan Merger - Maintenance of Benefit. In the event of a merger or
      consolidation with, or transfer of assets to any other Plan, each
      Participant will receive a benefit immediately after the merger,
      consolidation or transfer (if the Plan then terminated) which is at least
      equal to the benefit the Participant was entitled to immediately before
      such merger, consolidation or transfer (if the Plan had then terminated).

14.6  Direct Transfer. In its discretion, the Trustee may accept the direct
      transfer of Plan assets from the trustee of other retirement plans


                                    Page 72
<PAGE>   73
      described in Code Section 401(a). If the Plan receives a direct transfer
      of elective deferrals (or amounts treated as elective deferrals) under a
      Plan with a Code Section 401(k) arrangement, the distribution restrictions
      of Code Sections 401(k)(2) and (10) continue to apply to those transferred
      elective deferrals.

14.7  Termination of Participation by Employer. The Employer expects to continue
      its participation in this Plan indefinitely but reserves the right to
      terminate this Plan as to its Employees at any time by written instrument
      filed with the Trustee. In the event of such termination, partial
      termination or complete discontinuance of contributions, or termination as
      provided in Section 13.3, the account balance of each affected Participant
      will be nonforfeitable. Distribution to Participants who have theretofore
      become entitled to the payment of any benefits hereunder or to Spouses or
      Beneficiaries of deceased Participants shall be made in the same manner as
      if the Employer's participation had not terminated or contributions had
      not been discontinued.

      The account(s) of each such Participant, in the event of payment in other
      than a single sum, need not be converted into cash, but may continue to
      remain in the trust, with a right and obligation thereafter to participate
      in the net earnings, losses, taxes and expenses of the trust.

      If any Participant shall die after the termination of the Employer's
      participation and before all of said Participant's interest has been paid,
      then, upon the written direction of Employer, the entire undistributed
      portion shall be paid in a single sum to the Participant's Beneficiary.

      In the event of complete discontinuance of contributions, the Employer
      shall terminate this Plan as to its Employees and each Participant's
      interest shall be distributed to such Participant.

14.8  Notice of Amendment,  Termination  or Partial  Termination.  The Committee
      will notify affected Participants of an amendment,  termination or partial
      termination of the Plan within a reasonable time.

14.9  Substitution of Trustee. Any corporation or association into which the
      Trustee may be converted, merged or with which it may be consolidated, or
      any corporation or association resulting from any conversion, merger,
      reorganization or consolidation to which the Trustee may be a party, shall
      be the successor of the Trustee hereunder without the execution or filing
      of any instrument or the performance of any further act.

                                   ARTICLE XV
                       DISCHARGE OF DUTIES BY FIDUCIARIES

15.1  Discharge of Duties. Subject to the provisions of Articles IX and X, the
      Named Fiduciaries and any other fiduciary shall discharge their respective
      duties set forth in the Plan solely in the interest of the Participants
      and their Spouses and Beneficiaries and:

      (A)   for the exclusive purpose of:

            (1)   providing   benefits to Participants and  their   Spouses  and
                  Beneficiaries; and

            (2)   defraying reasonable expenses of administering the Plan;

      (B)   with the care, skill, prudence and diligence under the circumstances
            then prevailing that a prudent person acting in a like capacity and
            familiar with such matters would use in the conduct of an enterprise
            of a like character and with like aims; and

      (C)   by diversifying 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.

                                   ARTICLE XVI
                   AMENDMENT AND CONTINUATION OF ORIGINAL PLAN

16.1  Amendment and Continuation. Notwithstanding any of the foregoing

                                    Page 73
<PAGE>   74
      provisions of the Plan to the contrary, an Employer which has previously
      established a profit sharing Plan and trust or money purchase pension Plan
      and trust, as applicable, (the "Original Plan") may, in accordance with
      the provisions of the Original Plan, amend and continue that Plan in the
      form of this Plan and Trust and become an Employer hereunder, subject to
      the following:

      (A)   Subject to the conditions and limitations of the Plan, each person
            who is a Participant or former Participant under the Original Plan
            immediately prior to the Effective Date of the amendment and
            continuation thereof in the form of this Plan will continue as a
            Participant under this Plan;

      (B)   The words "Original Plan" shall be substituted for the word "Plan"
            where the word appears in Section 2.2 of the Plan;

      (C)   No election may be made in the Adoption Agreement if such election
            will reduce the benefits of a Participant under the Original Plan to
            less than the benefits to which he would have been entitled if he
            had resigned from the employ of the Employer on the date of the
            amendment and continuation of the Original Plan in the form of this
            Plan;

      (D)   The amounts, if any, credited to a Participant's or former
            Participant's accounts, immediately prior to the Effective Date of
            the amendment and continuation of the Original Plan in the form of
            this Plan shall constitute the opening balances in his or her
            accounts, as appropriate, under this Plan and Trust;

      (E)   Amounts being paid to a former Participant or Beneficiary in
            accordance with the provisions of the Original Plan shall continue
            to be paid in accordance with such provisions; and

      (F)   Any Beneficiary designation in effect under the Original Plan
            immediately before its amendment and continuation in the form of
            this Plan shall be deemed to be a valid Beneficiary designation
            filed with the Employer under Section 7.7 of this Plan, to the
            extent consistent with the provisions of this Plan, unless and until
            the Participant or former Participant revokes such Beneficiary
            designation or makes a new Beneficiary designation under this Plan.

      IN WITNESS WHEREOF, Society National Bank has established this prototype
Plan as of the 24th day of March, 1995.


                                          SOCIETY NATIONAL BANK

                                       By:/s/ Ed Tognetti
                                       ------------------
                                              Ed Tognetti
                                       Title:Senior Vice President and
                                       General Counsel



                                    Page 74
<PAGE>   75
                                    Page 75
<PAGE>   76

     AMENDMENT TO PAGE 4 OF THE 401(K) PROFIT SHARING PLAN (NONSTANDARDIZED)
                        ADOPTION AGREEMENT OF REGISTRANT

Plan 003


     (4)  Eligibility for New Plans.  (Select if Applicable):

          _____  For new Plans, Employees who have not satisfied the age and/or
                 service requirements of the Plan, but would otherwise be
                 eligible to participate in the Plan, shall be eligible to
                 participate on the Effective Date.

     (5)  Service for Predecessor Employer.  (Plan Sec. 1.1((Q)(4)).
          (Select and Complete if Desired):

          _____  For eligibility purposes, in addition to the predecessor
                 service the Plan must credit by reason of Section 1.1(Q)(4),
                 the Plan credits service with the following predecessor
                 employer(s): _________________________

                          3-C Medical, Inc. & Kendall Drug Company
                 ---------------------------------------------------------- .

     (6)  Eligibility Date.  (Plan Sec. 1.1(K))     (Select One):

          Employees satisfying the eligibility requirements of the Plan are
          eligible for participation

          (a)         semi-annually.
               -----

          (b)    X    quarterly.
               -----

G.   Vesting.   (Discretionary Profit Sharing Contributions)   (Plan Sec. 2.2).

     (1)  The percentage of a Participant's Account Employer Contribution
          (attributable to discretionary profit sharing contributions) Account
          to be vested in him or her upon termination of employment prior to
          retirement shall be:

          Check and complete the desired vesting schedule.

<TABLE>
<CAPTION>
                            Completed Years of Vesting Service

                            1        2        3        4        5        6        7
                          -----    -----    -----    -----    -----    -----    -----
<S>              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>

          (a)                      100%
                 -----    -----

          (b)                               100%
                 -----    -----    -----

          (c)                       20%      40%      60%      80%     100%
                 -----    -----

          (d)      X                         20%      40%      60%      80%     100%
                 -----    -----    -----

          (e)              10%      20%      30%      40%      60%      80%     100%
                 -----

          (f)                                                 100%
                 -----    -----    -----    -----    -----
</TABLE>

                                    Page 76
<PAGE>   77

                   PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST
                       SECTION 401(K) PROFIT SHARING PLAN
                                (NONSTANDARDIZED)

                              ADOPTION AGREEMENT(1)

     The Employer 2, designated below, hereby establishes a profit-sharing plan
     (optionally including a cash or deferred arrangement (as defined in
     Section 401(k) of the Internal Revenue Code)) for all Eligible Employees as
     defined in this Adoption Agreement pursuant to the terms of the PRISM(R)
     PROTOTYPE RETIREMENT PLAN & TRUSTBASIC PLAN DOCUMENT # 05.

     A.       EMPLOYER INFORMATION:

<TABLE>
<S>           <C>     <C>               <C>                                 <C>         <C>
              1.      NAME:             Bindley Western Industries, Inc.

              2.      ADDRESS:          8909 Purdue Road

              3.      ADDRESS:          Indianapolis,  IN  46268

              4.      ATTENTION:        Marion McDermott                    TELEPHONE:  317-704-4130
</TABLE>


              5.      EMPLOYER TAXPAYER IDENTIFICATION NUMBER (3):   84-0601662
                                                                     ----------


     B.       BASIC PLAN PROVISIONS:

              1.     PLAN NAME (SELECT ONE):

                           This plan is established effective , (the "Effective
                           Date") as a profit sharing plan (optionally with a
                           cash or deferred arrangement as defined in Code
                           Section 401(k)) to be known as (the "Plan") in the
                           form of the PRISM(R) PROTOTYPE RETIREMENT PLAN &
                           TRUST.

              B.           This plan is an amendment and restatement in the form
                           of the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST,
                           effective 01/01/96, (the "Effective Date") of the
                           Bindley Western Industries, Inc. & Subsidiaries
                           Profit Sharing Plan (the "Plan"), originally
                           effective as of 01/01/79 (the "Original Effective
                           Date").

                                    Page 77
<PAGE>   78
              2.           EMPLOYERS THREE DIGIT PLAN NUMBER:  001

 3.        COMMITTEE MEMBERS(4):           Michael D. Mccormick, Kathy Messick
                                           and Mike Shinn

              4.           DEFINITIONS:

                      a.       COMPENSATION for allocation purposes:

                               i          Will be determined over the following
                                          applicable period (select only one):

                                 (a)           the Plan Year

                                               the period of Plan participation
                                               during the Plan Year

                                               a consecutive 12 month period
                                               commencing on and ending with, or
                                               within, the Plan Year.

                                          If selected, Compensation will include
                                          Employer contributions made pursuant
                                          to a Salary Reduction Agreement, or
                                          other arrangement, which are not
                                          includible in the gross income of the
                                          Employee under Sections 125,
                                          402(e)(3), 402(h)(1)(B) or 403(b) of
                                          the Internal Revenue Code.

                               iii        Shall NOT include (select as many as
                                          desired):

                                               Bonuses

                                    Commissions

                                    Taxable fringe benefits identified below:


                                 (d)           Other items of remuneration
                                               identified below: 1) Income
                                               derived from exercise of stock
                                               options. 2)Any benefit not
                                               included in the employee's
                                               taxable income for the year.

                                 iv            Shall be limited to $ , which
                                               shall be the maximum amount of
                                               compensation

                                    Page 78
<PAGE>   79
                                             considered for plan allocation
                                             purposes (but not for testing
                                             purposes), and may not be an amount
                                             in excess of the Internal Revenue
                                             Code Section 401(a)(17) limit in
                                             effect

                                             for the Plan Year(5). If no amount
                                             is specified, Compensation shall be
                                             limited to the Internal Revenue
                                             Code Section 401(a)(17) amount, as
                                             adjusted by the Secretary of the
                                             Treasury from time to time.

                            b.   EARLY RETIREMENT DATE:

                               i             is not applicable to this Plan is
                                             the latter of the date on which the
                                             Participant attains age (not less
                                             than 55) and the date on which the
                                             Participant completes Years of
                                             Service.

                            c.   HOUR OF SERVICE shall be determined on the
                                 basis of the method selected below. Only one
                                 method may be selected. The method shall be
                                 applied to all Employees covered under the Plan
                                 as follows (select only one):


                               i             On the basis of actual hours for
                                             which an Employee is paid, or
                                             entitled to be paid. On the basis
                                             of days worked. An Employee shall
                                             be credited with ten (10) Hours of
                                             Service if under Section 1.1(U) of
                                             the Plan such Employee would be
                                             credited with at least one (1) Hour
                                             of Service during the day.

                                             On the basis of weeks worked. An
                                             Employee shall be credited with
                                             forty-five (45) Hours of Service if
                                             under Section 1.1(U) of the Plan
                                             such Employee would be credited
                                             with at least one (1) Hour of
                                             Service during the week.

                                             On the basis of semi-monthly
                                             payroll periods. An Employee shall
                                             be credited with ninety-five (95)
                                             Hours of Service if under
                                             Section 1.1(U) of the Plan such
                                             Employee would be credited with at
                                             least one (1) Hour of service
                                             during the semi-monthly payroll
                                             period.

                                    Page 79
<PAGE>   80
                                             On the basis of months worked. An
                                             Employee shall be credited with one
                                             hundred ninety (190) Hours of
                                             Service if under Section 1.1(U) of
                                             the Plan such Employee would be
                                             credited with at least one (1) Hour
                                             of Service during the month.

                      d.       LIMITATION YEAR shall mean the 12 month period
                               commencing on January 1 and ending on December
                               31.

                      e.       NORMAL RETIREMENT DATE for each Participant shall
                               mean (select one):

                             i               the date the Participant attains
                                             age: 65 (not to exceed 65)

                                             the latter of the date the
                                             Participant attains age (not to
                                             exceed 65) or the (not to exceed
                                             5th) anniversary of the
                                             participation commencement date. If
                                             for the Plan Years beginning before
                                             January 1, 1988, Normal Retirement
                                             Date was determined with reference
                                             to the anniversary of the
                                             participation commencement date
                                             (more than 5 but not to exceed 10
                                             years), the anniversary date for
                                             Participants who first commenced
                                             participation under the Plan before
                                             the first Plan Year beginning on or
                                             after January 1, 1988 shall be the
                                             earlier of (A) the tenth
                                             anniversary of the date the
                                             Participant commenced participation
                                             in the Plan (or such anniversary as
                                             had been elected by the employer,
                                             if less than 10) or (B) the fifth
                                             anniversary of the first day of the
                                             first Plan Year beginning on or
                                             after January 1, 1988.
                                             Notwithstanding any other
                                             provisions of the Plan, the
                                             participant commencement date is
                                             the first day of the first Plan
                                             Year in which the Participant
                                             commenced participation in the
                                             Plan.

                      f.       PERMITTED DISPARITY LEVEL, for purposes of
                               allocating Employer Contributions, shall mean
                               (select only one):

                                    Page 80
<PAGE>   81
                             i               Not applicable - the Plan does not
                                             use permitted disparity.

                                             The Taxable Wage Base, which is the
                                             contribution and benefit base under
                                             section 230 of the Social Security
                                             Act at the beginning of the year.

                                             % (not greater than 100%) of the
                                             Taxable Wage Base as defined in
                                             B(4)(f)(ii) above.

                                             $ , provided that the amount does
                                             not exceed the Taxable Wage Base as
                                             defined in B(4)(f)(ii) above.

                      g.       PLAN YEAR shall mean (select and complete only
                               one of the following):

                             i               The 12-consecutive month period
                                             which coincides with the Limitation
                                             Year. The first Plan Year shall be
                                             the period commencing on the
                                             Effective Date and ending on the
                                             last day of the Limitation Year.

                                             The 12-consecutive month period
                                             commencing on, , , and each annual
                                             anniversary thereof.

                                             The calendar year (January 1
                                             through December 31).

                      h.       QUALIFIED DISTRIBUTION DATE, for purposes of
                               making distributions under the provisions of a
                               Qualified Domestic Relations Order (as defined in
                               Internal Revenue Code Section 414(p)), SHALL be
                               the date the order is determined to be qualified.
                               If SHALL is selected, the Alternate Payee will be
                               entitled to an immediate distribution of benefits
                               as directed by the Qualified Domestic Relations
                               Order. If SHALL NOT is selected, the Alternate
                               Payee may only take a distribution on the
                               earliest date that the Participant is entitled to
                               a distribution.

                      i.       SPOUSE:

                                    Page 81
<PAGE>   82
                                             If selected, Spouse shall mean only
                                             that person who has actually been
                                             the Participants spouse for at
                                             least one year.

                      j.       YEAR OF SERVICE shall mean:

                             i   For ELIGIBILITY purposes (select one of the
                                 following):

                                 (a)         the 12 consecutive months during
                                             which an Employee is credited with
                                             1000 (not more than 1000) Hours of
                                             Service.

                                             a Period of Service (using
                                             the elapsed time method of counting
                                             Service, as described in
                                             Section 1.1(N)(3) of the Plan).

                             ii  For ALLOCATION accrual purposes (select one of
                                 the following):

                                 (a) the 12 consecutive months during which an
                                     Employee is credited with 1000 (not more
                                     than 1000) Hours of Service.

                                     a Period of Service (using the elapsed time
                                     method of counting Service, as described in
                                     Section 1.1(N)(3) of the Plan).

                             iii For VESTING service purposes (select one of the
                                 following):

                                 (a) the 12 consecutive months during which an
                                     Employee is credited with 1000 (not more
                                     than 1000) Hours of Service.

                                     a Period of Service (using the elapsed time
                                     method of counting Service, as described in
                                     Section 1.1(N)(3) of the Plan).

                               iv For purpose of computing Years of Service in
                                  plans where Year of Service is defined in
                                  terms of Hours of Service), the consecutive 12
                                  month period shall be:

                                 (a) For ELIGIBILITY purposes, the first Year of
                                     Service shall be computed using the 12
                                     month period

                                    Page 82
<PAGE>   83
                                     commencing on the Employee's date of hire
                                     and ending on the first annual anniversary
                                     of the Employee's date of hire (the
                                     "Initial Computation Period"). In the event
                                     an employee does not complete an
                                     eligibility Year of Service during this
                                     initial computation period, the computation
                                     period shall be (select only one):

                                             the period commencing on each
                                             annual anniversary of the
                                             Employee's date of hire and ending
                                             on the next annual anniversary of
                                             the Employee's date of hire.

                                             (2) the Plan Year, commencing with
                                             the Plan Year in which the Initial
                                             Computation Period ends.

                                (b)  For VESTING purposes, Years of Service
                                     shall be computed on the basis of:

                                             the period commencing on each
                                             annual anniversary of the
                                             Employee's date of hire and ending
                                             on the next annual anniversary of
                                             the Employee's date of hire.

                                             (2) the Plan Year, commencing with
                                             the first Plan Year an Employee
                                             completes an Hour of Service.

                                (c)  For ALLOCATION accrual purposes, Year of
                                     Service shall be computed on the basis of
                                     the Plan Year.

                             v  For ELIGIBILITY purposes, Years of Service with
                                the following Predecessor Employers shall count
                                in fulfilling the eligibility requirements for
                                this Plan: Kendall Drug Company: 3-C Medical
                                Inc., IV-I. Inc: IV-One Services Inc.: National
                                Pharmacy providers, Inc.

                                For VESTING purposes, Years of Service with the
                                following Predecessor Employers shall count for
                                purposes of determining the

                                    Page 83
<PAGE>   84
                                             nonforfeitable amount of a
                                             Participant's account:


              5.     COVERAGE:

                     This Plan is extended by the Employer to the following
                     Employees who have met the eligibility requirements (select
                     as many as appropriate):

                                                 All Employees

                                    Salaried Employees

                                    Sales Employees

                                    Hourly Employees

                                    Leased Employees

                               vi   All Employees except (select as applicable):

                                 (a)         those who are members of a unit of
                                             Employees covered by a collective
                                             bargaining agreement between the
                                             Employer and Employee
                                             representatives, if retirement
                                             benefits were the subject of good
                                             faith bargaining and if two percent
                                             or less of the Employees who are
                                             covered pursuant to that agreement
                                             are professionals as defined in
                                             Section 1.410(b)-9 of the
                                             Regulations. For this purpose, the
                                             term Employee representative does
                                             not include any organization more
                                             than half of whose members are
                                             Employees who are owners, officers,
                                             or executives of the Employer.

                                             those who are nonresident aliens
                                             (within the meaning of

                                    Page 84
<PAGE>   85
                                             Internal Revenue Code
                                             Section 7701(b)(1)(B)) and who
                                             receive no earned income (within
                                             the meaning of Internal Revenue
                                             Code Section 911(d)(2)) from the
                                             Employer WHICH constitutes income
                                             from sources within the United
                                             States (within the meaning of
                                             Internal Revenue Code
                                             Section 861(a)(3)).

                                             Union Employees (who are members of
                                             the following unions or union
                                             affiliates):


                                             Other Employees, described as
                                             follows:


              6.     ELIGIBILITY:

                     An Employee covered by the Plan may become a Participant
                     upon completion of the following eligibility requirements:

                     a.   SERVICE(6):

                                             There shall be no minimum service
                                             requirement for an Employee to
                                             become a Participant.

                                ii           The Employee must complete 1 Year
                                             of Service (not more than 2 years)
                                             to be a Participant for purposes of
                                             receiving allocations of Employer
                                             Profit Sharing Contributions.

                     b.   AGE:

                                             There shall be no minimum age
                                             requirement for an Employee to
                                             become a Participant.

                                ii           The Employee must attain age 21
                                             (not more than 21) to be a
                                             Participant in the Plan.

                     c.   WAIVER OF AGE AND SERVICE REQUIREMENTS:

                                    Page 85
<PAGE>   86
                                             Notwithstanding the provisions of
                                             Items B(6)(a) and (b), Employees
                                             who have not satisfied the age and
                                             service requirements, but would
                                             otherwise be eligible to
                                             participate in the plan, shall be
                                             eligible to participate on the
                                             Effective Date. For new Plans,
                                             notwithstanding the provisions of
                                             Items B(6)(a) and (b), Employees
                                             who have not satisfied the age and
                                             service requirements, but would
                                             otherwise be eligible to
                                             participate in the plan, shall be
                                             eligible to participate on the
                                             Effective Date.

                     d.   ENTRY DATES:

                          Upon completion of the eligibility requirements, an
                          Employee shall commence participation in the Plan
                          (select only one):

                                             As soon as practicable under the
                                             payroll practices utilized by the
                                             Employer, and consistently applied
                                             to all Employees, or if earlier,
                                             the first day of the Plan Year (7).

                                             As of the first day of the month
                                             following the completion of the
                                             eligibility requirements.

                                iii          As of the earliest of the first day
                                             of the Plan Year, fourth, seventh
                                             or tenth month of the Plan Year
                                             next following completion of the
                                             eligibility requirements.

                                             As of the earliest of the first day
                                             of the Plan Year or seventh month
                                             of the Plan Year next following
                                             completion of the eligibility
                                             requirements.

                                             As of the first day of the Plan
                                             Year next following completion of
                                             the eligibility requirements (may
                                             only be selected if the eligibility
                                             year of service requirement is 6
                                             months or less).

              7.     VESTING:

                                    Page 86
<PAGE>   87
                     a.   The percentage of a Participant's Employer
                          Contribution Account (attributable to Employer Profit
                          Sharing Contributions) to be vested in him or her upon
                          termination of employment prior to attainment of the
                          Plan's Normal Retirement Date shall be (8):

<TABLE>
<CAPTION>
                               COMPLETED YEARS OF SERVICE

                             1           2            3           4           5            6           7
                          -------     -------      -------     -------     -------      -------     ----
<S>                       <C>         <C>          <C>         <C>         <C>          <C>         <C>
                          0%          100%
                          --          ----
                          0%          0%           100%
                          --          --           ----
                          0%          20%          40%         60%         80%          100%
                          --          ---          ---         ---         ---          ----
 Iv                       0%          0%           20%         40%         60%          80%         100%
                          --          --           ---         ---         ---          ---         ----
                          10%         20%          30%         40%         60%          80%         100%
                          ---         ---          ---         ---         ---          ---         ----
                          0%          0%           0%          0%          100%
                          --          --           --          --          ----
                          0%          0%           0%          0%          0%           0%          100%
                          --          --           --          --          --           --          ----
</TABLE>

                          Full and immediate vesting upon entry into the Plan
                          (9)

                          Notwithstanding anything to the contrary in the Plan,
                          the amount inserted in the blanks above shall not
                          exceed the limits specified in Code Section 411(a)(2).

                     b.   For purposes of computing a Participant's vested
                          account balance, Years of Service for vesting purposes
                          SHALL include Years of Service before the Employer
                          maintained this Plan or any predecessor plan, and
                          SHALL include Years of Service before the Employee
                          attained age 18.

                     c.   Notwithstanding the provisions of this Item B(7)(c) of
                          the Adoption Agreement, a Participant shall become
                          fully vested in his Participant's Employer
                          Contribution if: (10)

                                             the Participant's job is eliminated
                                             without the Participant being
                                             offered a comparable position
                                             elsewhere with the Employer.

                                             for such reason as is described
                                             below:



              8.     EMPLOYER PROFIT SHARING CONTRIBUTIONS:

                     a.   CONTRIBUTIONS:

                                    Page 87
<PAGE>   88
                             i               In its discretion, the Employer may
                                             contribute Employer Profit Sharing
                                             Contributions to the Plan.

                                             The Employer shall contribute
                                             Employer Profit Sharing
                                             Contributions to the Plan in the
                                             amount of % of the Compensation of
                                             all Eligible Participants under the
                                             Plan.

                                             If selected, the Employer may make
                                             Employer Profit Sharing
                                             Contributions without regard to
                                             current or accumulated Net Profits
                                             of the Employer for the taxable
                                             year ending with, or within the
                                             Plan Year.

                                             If selected, the Employer may
                                             designate all or any part of the
                                             Employer Profit Sharing
                                             Contributions as Qualified
                                             Nonelective Contributions,
                                             provided, however, that
                                             contributions so designated will be
                                             subject to the same vesting,
                                             distribution, and withdrawal
                                             restrictions as Before Tax
                                             Contributions (11).

                     b.   ALLOCATIONS:

                          Employer Profit Sharing Contributions shall be
                          allocated to the accounts of eligible Participants
                          according to the following selected allocation
                          formula:

                          i                  The Employer Profit Sharing
                                             Contributions shall be allocated to
                                             each eligible Participant's account
                                             in the ratio which the
                                             Participant's Compensation bears to
                                             the Compensation of all eligible
                                             Participants. Employer Profit
                                             Sharing Plan Contributions, shall
                                             be allocated to the accounts of
                                             Participants who have

                                             completed a Year of Service (12)
                                             (select one):

                                             as of the last day of the month
                                             preceding the month in

                                    Page 88
<PAGE>   89
                                             which the contribution was made.

                                             as of the last day of the Plan
                                             quarter preceding the quarter in
                                             which the contribution was made.

                                (c)          as of the last day of the Plan
                                             Year.

                           The Employer Profit Sharing Contributions shall be
                           allocated in accordance with the following formula:

                                (a)          If the Plan is Top-Heavy, the
                                             contribution shall be first
                                             credited to each eligible
                                             Participant's Account in the ratio
                                             which the Participant's
                                             Compensation bears to the total
                                             Compensation of all eligible
                                             Participants, up to 3% of each
                                             Participant's Compensation.

                                (b)          If the Plan is Top-Heavy, any
                                             Employer Profit Sharing
                                             Contribution remaining after the
                                             allocation in (a) above shall be
                                             credited to each eligible
                                             Participant's account in the ratio
                                             which the Participant's Excess
                                             Compensation (13) bears to the
                                             total Excess Compensation of all
                                             eligible Participants, up to 3% of
                                             each eligible Participant's Excess
                                             Compensation .

                                (c)          Any contributions remaining after
                                             the allocation in (b) above shall
                                             be credited to each eligible
                                             Participant's account in the ratio
                                             which the sum of the Participant's
                                             total Compensation and Excess
                                             Compensation bears to the sum of
                                             the total Compensation and Excess
                                             Compensation of all eligible
                                             Participants, up to an amount equal
                                             to the maximum Excess Percentage
                                             times the sum of the

                                    Page 89
<PAGE>   90
                                             Participant's Compensation and
                                             Excess Compensation. If the Plan is
                                             Top-Heavy, the maximum Excess
                                             Percentage is % (insert
                                             percentage). If the Plan is not
                                             Top-Heavy, the maximum Excess
                                             Percentage is % (insert percentage,
                                             which shall not exceed the prior
                                             Excess Percentage limitation
                                             specified by more than 3).

                                NOTE:        If the Permitted Disparity Level
                                             defined at Item B(4)(f) is the
                                             Taxable Wage Base (which is the
                                             contribution and benefit base under
                                             section 230 of the Social Security
                                             Act at the beginning of the year),
                                             then the maximum Excess Percentage
                                             should be 2.7% if the Plan is
                                             Top-Heavy and 5.7% if the Plan is
                                             not Top-Heavy.

                                             If the Permitted Disparity Level
                                             defined at Item B(4)(f) is greater
                                             than 80% but less than 100% of the
                                             Taxable Wage Base, then the maximum
                                             Excess Percentage should be 2.4% if
                                             the Plan is Top-Heavy and 5.4% if
                                             the Plan is not Top-Heavy.

                                             If the Permitted Disparity Level
                                             defined at Item B(4)(f) is greater
                                             than the greater of $10,000 or 20%
                                             of the Taxable Wage Base, but not
                                             more than 80%, then the maximum
                                             Excess Percentage should be 1.3% if
                                             the Plan is Top-Heavy and 4.3% if
                                             the Plan is not Top-Heavy.

                                (d)          Any remaining Employer Profit
                                             Sharing Contribution shall be
                                             allocated among eligible
                                             Participants' accounts in the ratio
                                             which the Participant's
                                             Compensation bears to the total
                                             Compensation of all Participants.

                                    Page 90
<PAGE>   91
                             iii             If selected, and the Employer has
                                             elected to allocate Employer Profit
                                             Sharing Plan Contributions as of
                                             the last day of the Plan Year, a
                                             Participant must be employed by the
                                             Employer on the last day of the
                                             Plan Year in order to receive an
                                             allocation(14).

                                             A Participant who terminates before
                                             the end of the period for which
                                             contributions are allocated shall
                                             share in the allocation of Employer
                                             Profit Sharing Contributions if
                                             termination of employment was the
                                             result of (select all that apply):

                                                 retirement

                                                 disability

                                                 death

                                                 other, as specified below:


              9.     ROLLOVER & TRANSFER CONTRIBUTIONS (SELECT ONE):

                     a.    Subject to policies, applied in a consistent and
                           nondiscriminatory manner, adopted by the Committee,
                           each Employee, who would otherwise be eligible to
                           participate in the Plan except that such Employee has
                           not yet met the eligibility requirements, and each
                           Participant may make a Rollover Contribution as
                           described in Internal Revenue Code
                           Sections 402(a)(5), 403(a)(4) or 408(d)(3).

                           Subject to policies, applied in a consistent and
                           nondiscriminatory manner, adopted by the Committee,
                           each Participant may make a Rollover Contribution as
                           described in Internal Revenue Code Sections
                           402(a)(5), 403(a)(4) or 408(d)(3).

                           No Employee shall make Rollover Contributions to the
                           Plan.

                                    Page 91
<PAGE>   92
              10.    DISTRIBUTIONS:

                     a.    DISTRIBUTIONS UPON SEPARATION FROM SERVICE:

                           The Normal Form of Benefit under the Plan shall be a
                           single lump sum distribution, made (if selected) as
                           soon as administratively practical after receipt of a
                           distribution request from a Participant entitled to a
                           distribution or upon the Participant's attainment of
                           the Plan's Early Retirement Date or the Plan's Normal
                           Retirement Date, whichever is earlier.

                           In addition to the Normal Form of Benefit, the
                           Participant shall be entitled to select from among
                           the following optional forms of benefit specified by
                           the employer (select as many as apply):

                                          Installment payments


                               Such other forms as may be specified below:


                     b.    IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE
                           APPROPRIATE):

                             i               There shall be no in-service
                                             distribution of Participant account
                                             balances derived from Employer
                                             Profit Sharing Contributions.

                                             Participants may request an
                                             in-service distribution of their
                                             account balance attributable to
                                             Employer Profit Sharing
                                             Contributions, for the following
                                             reasons:

                                             For purposes of satisfying a
                                             financial hardship, as determined
                                             in accordance with the uniform
                                             nondiscriminatory policy of the
                                             Committee;

                                             Attainment of age 59-1/2 by the
                                             Participant; or

                                    Page 92
<PAGE>   93
                                             Attainment of the Plan's Normal
                                             Retirement Date by the Participant.

              11.    FORFEITURES:

                     a.    Forfeitures of amounts attributable to Employer
                           Profit Sharing Contributions shall be reallocated as
                           of:

                             i               the last day of the Plan Year in
                                             which the Forfeiture occurred.

                                             the last day of the Plan Year
                                             following the Plan Year in which
                                             the Forfeiture occurred.

                                             the last day of the Plan Year in
                                             which the Participant suffering the
                                             Forfeiture has incurred five
                                             consecutive One Year Breaks in
                                             Service.


                     b.    Forfeitures of Employer Profit Sharing Contributions
                           shall be reallocated as follows:

                                             Not applicable as Employer Profit
                                             Sharing Contributions are always
                                             100% vested and nonforfeitable.

                                             Used first to pay the expenses of
                                             administering the Plan, and then
                                             allocated pursuant to one of the
                                             following two options (15):

                                             Forfeitures shall be allocated to
                                             Participant's accounts in the same
                                             manner as Employer Profit Sharing
                                             Contributions, Employer Matching
                                             Contributions, Qualified
                                             Nonelective Contributions or
                                             Qualified Matching Contributions,
                                             in the discretion of the Employer,
                                             for the year in which the
                                             Forfeiture arose.

                             iv              Forfeitures shall be applied to
                                             reduce the Employer Profit Sharing
                                             Contributions, Employer Matching
                                             Contributions, Qualified
                                             Nonelective Contributions or
                                             Qualified Matching Contributions,
                                             in the discretion of the Employer,
                                             for the Plan Year following the
                                             Plan Year in which the Forfeiture
                                             arose.

                                    Page 93
<PAGE>   94
              12.    LIMITATIONS ON ALLOCATIONS:

                     If the Employer maintains or ever maintained another
                     qualified retirement plan in which any Participant in this
                     Plan is (or was) a participant, or could possibly become a
                     participant, the Employer must complete the following:

                     a.    If the Participant is covered under another qualified
                           defined contribution plan maintained by the Employer
                           other than a Master or Prototype Plan:

                                             The provisions of this Plan shall
                                             apply as if the other plan were a
                                             Master or Prototype plan; or,

                                             The following provisions will be
                                             effective to limit the total Annual
                                             Additions to the Maximum
                                             Permissible Amount, and will
                                             properly reduce any Excess Amounts,
                                             in a manner that precludes Employer
                                             discretion:

                     b.    If the Participant is or ever has been a participant
                           in a qualified defined benefit plan maintained by the
                           Employer, the following provisions will be effective
                           to satisfy the 1.0 limitation of Internal Revenue
                           Code Section 415(e), in a manner that precludes
                           Employer discretion:



              13.    INTERNAL REVENUE CODE SECTION 411(d)(6) PROTECTED BENEFITS:

                     If selected, the Plan has Internal Revenue Code
                     Section 411(d)(6) Protected Benefits from a prior plan that
                     this Plan amends, that must be protected.

                                          (ATTACH ADDENDUM)

              14.    TOP-HEAVY PLAN PROVISIONS:

                     For each Plan Year in which the Plan is a Top-Heavy Plan
                     the following provisions will apply:

                                    Page 94
<PAGE>   95
                     a.    The percentage of a Participant's Employer
                           Contribution Account to be vested in him upon
                           termination of employment prior to retirement shall
                           be:

                           i                 a percentage determined in
                                             accordance with the following
                                             schedule:

<TABLE>
<CAPTION>
          YEARS OF SERVICE                    PERCENTAGE
          ----------------                    ----------
<S>                                           <C>
          Less than two                                0
          Two but less than three                     20
          Three but less than four                    40
          Four but less than five                     60
          Five but less than six                      80
          Six or more                               100;
</TABLE>

                                             100% vesting after (not to exceed
                                             3) Years of Service; provided,
                                             however, that Years of Service may
                                             not exceed two (2) if the service
                                             requirement for eligibility exceeds
                                             1 year; or

                                             computed in accordance with the
                                             vesting schedule selected by the
                                             Employer in Items B(7)(a) or
                                             C(4)(d), as long as the benefits
                                             under the vesting schedule in Items
                                             B(7)(a) or C(4)(d) vest at least as
                                             rapidly as the two options
                                             specified in this Item B(14)(a),
                                             above.

                           If the vesting schedule under the Plan shifts in or
                           out of the schedules above for any Plan Year because
                           of the Plan's Top-Heavy status, such shift is an
                           amendment to the vesting schedule and the election in
                           Section 2.2 of the Basic Plan Document applies.

                     b.    For purposes of minimum Top-Heavy allocations,
                           contributions and forfeitures equal to 3% (not less
                           than 3%) of each Non-key Employee's Compensation will
                           be allocated to each Participant's Contribution
                           Account

                                    Page 95
<PAGE>   96
                           when the Plan is a Top-Heavy Plan, except as
                           otherwise provided in the Basic Plan Document. This
                           Item 14 will not apply to any Participant to the
                           extent the Participant is covered under any other
                           plan or plans of the Employer and the Employer
                           completes the following: (Insert the name of the plan
                           or plans which will meet the minimum allocation or
                           benefit requirement applicable to Top-Heavy plans.)

                     c.    The Valuation Date as of which account balances or
                           accrued benefits are valued for purposes of computing
                           the Top-Heavy Ratio shall be the last day of each
                           Plan Year.

                     d.    If the Employer maintains or has ever maintained one
                           or more defined benefit plans which have covered or
                           could cover a Participant in this Plan, complete the
                           following:

                           Present Value: For purposes of establishing Present
                           Value to compute the Top-Heavy Ratio, any benefit
                           shall be discounted only for mortality and interest
                           based on the following:

                           Interest rate:   %          Mortality table:

              15.    INVESTMENTS:

                     a.    Investments made pursuant to the investment direction
                           provisions of the Basic Plan Document shall be made
                           into any appropriate Investment Fund as selected by
                           the Employer. In addition, investment of Plan assets
                           is expressly authorized, as required by Revenue
                           Ruling 81-100, in each of the following common or
                           collective funds sponsored by the Trustee, or an
                           affiliate of the Trustee (16):

                           __KEY TRUST EB MANAGED GUARANTEED INCOME CONTRACT
                           FUND, KEY TRUST MULTIPLE INVESTMENT TRUST FOR
                           EMPLOYEE BENEFIT TRUSTS, AND OTHER COLLECTIVE TRUSTS
                           EXEMPT FROM TAX UNDER IRC SECTION 501 AND AS
                           DESCRIBED IN REV. RUL. 81-100.

                           If selected, an Employer Stock Fund shall be
                           available as an Investment Fund pursuant to the terms
                           of the Basic Plan Document.

                                    Page 96
<PAGE>   97
                                             If selected, and an Employer Stock
                                             Fund is available as an Investment
                                             Fund, Participants will have the
                                             right, notwithstanding any other
                                             provisions of the Plan, to direct
                                             that a portion of the Plan assets
                                             held for their benefit and invested
                                             in the Employer Stock Fund be
                                             diversified pursuant to the
                                             provisions of Section 10.7(F) of
                                             the Basic Plan Document.

                     c.    Participants may make changes of existing account
                           balances and future contributions from among the
                           Investment Funds offered:

                                i            Once during each business day that
                                             the Trustee and the New York Stock
                                             Exchange are open.

                                             Once during each calendar month.

                                             Once during each quarter of the
                                             Plan Year.

                                             Once during each rolling day
                                             period.

                           If selected, the Participant shall be restricted in
                           making changes of existing account balances from any
                           Investment Fund, as specified in the terms or
                           conditions of such Investment Fund, and the Employer
                           shall attach an addendum specifying such restriction.

                     e.    The Participant will designate into which Investment
                           Funds all contributions to their accounts are made,
                           EXCEPT the following:

                                             Employer Profit Sharing
                                             Contributions

                                             Employer Mandatory Matching
                                             Contributions

                                    Page 97
<PAGE>   98
                                             Employer Discretionary Matching
                                             Contributions

                                             Qualified Matching Contributions

                                             Qualified Nonelective Contributions

                           If selected, and to the extent a selection is made
                           above, the Employer shall attach an Investment
                           Direction Addendum specifying how the contributions
                           so specified shall be invested among the Investment
                           Fund.

                           If selected, the Participant shall be restricted in
                           the use of the Employer Stock Fund as an Investment
                           Fund for designating the investment of contributions
                           in the Participant's account, as follows:

                                             The Participant may not direct the
                                             investment of Plan assets held in
                                             their account into the Employer
                                             Stock Fund.

                                             The Participant may direct % of the
                                             following contributions into the
                                             Employer Stock Fund:

                                             Employer Profit Sharing
                                             Contributions

                                             Employer Mandatory Matching
                                             Contributions

                                             Employer Discretionary Matching
                                             Contributions

                                             Qualified Matching Contributions

                                             Qualified Nonelective Contributions


                                             % of the above referenced
                                             contributions will be invested into
                                             the

                                    Page 98
<PAGE>   99
                                             Employer Stock Fund, with the
                                             balance invested among:

                                             the other Investment Funds,
                                             including the Employer Stock Fund

                                             the other Investment Funds,
                                             NOT including the Employer Stock
                                             Fund

              16.    LOANS (SELECT ONE):

                     a.    Loans may be made from the Plan in accordance with
                           the Basic Plan Document and such policies and
                           procedures as the Committee may adopt and apply on a
                           consistent and nondiscriminatory basis (17).

                           No loans shall be made from the Plan.

              17.    TRUSTEE:

                           The Trustee of this Plan shall be KeyBank National
                           Association (a bank or trust company affiliated with
                           KeyCorp within the meaning of Internal Revenue Code
                           Section 1504).

              18.    EFFECTIVE DATE ADDENDUM:

                           If selected, the following provisions shall have the
                           specified effective dates (which are different from
                           the date specified in Item B(1)):


                                    Page 99
<PAGE>   100
         C.       SECTION 401(k) PLAN PROVISIONS:

              1.     SERVICE:

                     An Eligible Employee shall be required to fulfill the
                     following eligibility service requirements in order to
                     participate in the Plan through a salary reduction
                     agreement and for purposes of receiving an allocation of
                     Employer Matching Contributions:

                           The Employee must complete of Service (not more than
                           1 year) to be a Participant for purposes of receiving
                           allocations of Employer Matching Contributions.

                     b.    The Employee must complete 1 Year of Service (not
                           more than 1 year) to be a Participant for purposes of
                           entering into a Salary Reduction Agreement and having
                           Employee Before Tax Contributions or Employee After
                           Tax Contributions contributed to the Plan on the
                           Employee's behalf.

              2.     EMPLOYEE SALARY DEFERRALS:

                     a.    Participants shall be entitled to enter into a Salary
                           Reduction Agreement providing for Before Tax
                           Contributions to be made to the Plan.

                           i                 The minimum Before Tax Contribution
                                             shall be 1% of the Participant's
                                             Compensation.

                           ii                The maximum Before Tax Contribution
                                             shall be 13% of the Participant's
                                             Compensation.

                           Participants shall be entitled to enter into a Salary
                           Reduction Agreement providing for After Tax
                           Contributions to be made to the Plan.

                                             The minimum After Tax Contribution
                                             shall be % of the Participant's
                                             Compensation.

                                             The maximum After Tax Contribution
                                             shall be % of the Participant's
                                             Compensation.

                                    Page 100
<PAGE>   101
                                             If selected, notwithstanding the
                                             above, a Participant shall not be
                                             able to enter into a Salary
                                             Reduction Agreement providing for

                                             After Tax Contributions to be made
                                             to the Plan unless the Participant
                                             has entered into a Salary Reduction
                                             Agreement that provides for Before
                                             Tax Contributions to be made to the
                                             Plan in an amount of at least % of
                                             the Participant's Compensation.

                           If selected, a Participant shall be entitled to enter
                           into a Salary Reduction Agreement providing that any
                           extraordinary item of compensation, not yet payable
                           (including bonuses), be withheld from the
                           Participant's Compensation and contributed to the
                           Plan as either a Before Tax Contribution, or After
                           Tax Contribution (provided such contributions are
                           authorized above, and to the extent that such
                           contribution, when aggregated with either the
                           Participants other Before Tax Contributions or After
                           Tax Contributions do not exceed the limitations
                           specified above, on an annual basis).

              3.     CONTRIBUTION CHANGES:

                     a.    Participants may increase or decrease the amount of
                           contributions made to the Plan pursuant to a Salary
                           Reduction Agreement once each:

                                             Plan Year

                                             Semi-annual period, based on the
                                             Plan Year

                           iii               Quarter, based on the Plan Year

                                             Month

                                             Other, as specified below (provided
                                             that it is at least once per year):

                                    Page 101
<PAGE>   102
                     b.    Claims for returns of Excess Before Tax Contributions
                           for the Participant's preceding taxable year must be
                           made in writing, and submitted to the Committee by
                           March 1 (specify a date between March 1 and April
                           15).(18)

              4.     EMPLOYER MATCHING CONTRIBUTIONS(19):

                     a.    MANDATORY MATCHING CONTRIBUTIONS:

                           The Employer shall make contributions to the Plan, in
                           an amount as specified below:

                                             An amount, equal to % of each
                                             Participant's Before Tax
                                             Contributions, however, no match
                                             shall be made on Participants
                                             Before Tax Contributions in excess
                                             of % (or $ ) of the Participant's
                                             Compensation.

                                             An amount, equal to % of each
                                             Participant's After Tax
                                             Contributions, but not to exceed %
                                             of the Participant's Compensation,
                                             or $.

                                             An amount, equal to % of each
                                             Participant's contributions made
                                             pursuant to a Salary Reduction
                                             Agreement (including both Before
                                             Tax Contributions and After Tax
                                             Contributions), but only if the
                                             Participant has entered into a
                                             Salary Reduction Agreement
                                             providing for Before Tax
                                             Contributions of at least % of the
                                             Participant's Compensation, but not
                                             to exceed % of the Participant's
                                             Compensation, or $ .

                                             An amount equal to the sum of the
                                             following:

                                             (a)  % of the first % of the
                                                  Participant's Compensation
                                                  deferred pursuant to a Salary
                                                  Reduction Agreement; plus,

                                             (b)  % of the next % of the
                                                  Participant's Compensation
                                                  deferred pursuant to a Salary
                                                  Reduction Agreement; plus,

                                    Page 102
<PAGE>   103
                                             (c)  % of the next % of the
                                                  Participant's Compensation
                                                  deferred pursuant to a Salary
                                                  Reduction Agreement, but not
                                                  to exceed % of the
                                                  Participant's Compensation, or
                                                  $ .

                                             An amount equal to $ , for each
                                             Participant who enters into a
                                             Salary Reduction Agreement
                                             providing for Before Tax
                                             Contributions, After Tax
                                             Contributions, or either Before Tax
                                             Contributions or After Tax
                                             Contributions (or a combination of
                                             both) equal to or exceeding % of
                                             the Participant's Compensation.
                                             Such contributions shall be made
                                             and allocated:

                                             only during the first Plan Year the
                                             Plan is in effect, or if a
                                             restatement, for the first Plan
                                             Year beginning with, or containing
                                             the restatement Effective Date.

                                             each Plan Year that a Participant
                                             has in force a Salary Reduction
                                             Agreement meeting the criteria
                                             specified above.

                                             during the first Plan Year that the
                                             Participant participates through a
                                             Salary Reduction Agreement meeting
                                             the criteria specified above.

                     b.    DISCRETIONARY MATCHING CONTRIBUTIONS:

                           The Employer shall make contributions to the Plan, in
                           an amount determined by resolution of the Board of
                           Directors on an annual basis. The Board resolution
                           shall provide for the percentage and/or amount of
                           Before Tax Contributions and/or After Tax
                           Contributions to be matched and the maximum
                           percentage and/or

                                    Page 103
<PAGE>   104
                                  amount of Before Tax Contributions and/or
                                  After Tax Contributions eligible for matching.

                     c.    ALLOCATION OF MATCHING CONTRIBUTIONS:

                           Employer Matching Contributions shall be allocated
                           pursuant to the terms of the Basic Plan Document,
                           notwithstanding the foregoing:

                                             A Participant who terminates before
                                             the end of the period for which
                                             contributions are allocated shall
                                             share in the allocation of Employer
                                             Matching Contributions if
                                             termination of employment was the
                                             result of (select all that apply):

                                                 retirement

                                                 disability

                                                 death

                                                 other, as specified below:


                                             Employer Matching Contributions
                                             shall be allocated to the accounts
                                             of Participants (select one):

                                             as of each pay period for which a
                                             contribution was made pursuant to a
                                             Salary Reduction Agreement.

                                             semi-monthly.

                                             as of the last day of the month
                                             preceding the month in which the
                                             contribution was made.

                                             as of the last day of the Plan
                                             quarter preceding the quarter in
                                             which the contribution was made.

                                             as of the last day of the Plan
                                             year.

                                    Page 104
<PAGE>   105
                           If selected, the Employer may make Employer Matching
                           Contributions without regard to current or
                           accumulated Net Profits of the Employer for the
                           taxable year ending with, or within the Plan
                           Year(20).

                     d.    The percentage of a Participant's Employer Matching
                           Contribution Account(21) (attributable to Employer
                           Matching Contributions) to be vested in him or her
                           upon termination of employment prior to attainment of
                           the Plan's Normal Retirement Date shall be(22):


<TABLE>
<CAPTION>
                                        COMPLETED YEARS OF SERVICE

                              1            2            3            4            5            6             7
                           -------      -------      -------      -------      -------      -------       ----
<S>                        <C>          <C>          <C>          <C>          <C>          <C>           <C>
                           0%           100%
                           --           ----
                           0%           0%           100%
                           --           --           ----
                           0%           20%          40%          60%          80%          100%
                           --           ---          ---          ---          ---          ----
                           0%           0%           20%          40%          60%          80%           100%
                           --           --           ---          ---          ---          ---           ----
                           10%          20%          30%          40%          60%          80%           100%
                           ---          ---          ---          ---          ---          ---           ----
                           0%           0%           0%           0%           100%
                           --           --           --           --           ----
                           0%           0%           0%           0%           0%           0%            100%
                           --           --           --           --           --           --            ----
</TABLE>

                           Full and immediate vesting upon entry into the Plan


                           Notwithstanding anything to the contrary in the Plan,
                           the amount inserted in the blanks above shall not
                           exceed the limits specified in Code Section
                           411(a)(2).

                     e.    Notwithstanding the provisions of this Item C(4)(e)
                           of the Adoption Agreement, a Participant shall become
                           fully vested in his Participant's Employer Matching
                           Contribution Account if(23):

                                             the Participant's job is eliminated
                                             without the Participant being
                                             offered a comparable position
                                             elsewhere with the Employer.

                                             for such reason as is described
                                             below:


                     f.    CORRECTIVE CONTRIBUTIONS:

                                             If selected, the Employer shall be
                                             authorized to make Qualified
                                             Matching

                                    Page 105
<PAGE>   106
                                             Contributions, subject to the terms
                                             of the Basic Plan Document, in an
                                             amount determined by resolution of
                                             the Board of Directors on an annual
                                             basis.

                                       ii If selected, the Employer shall be
                                          authorized to make Qualified
                                          Nonelective Contributions, subject to
                                          the terms of the Basic Plan Document,
                                          in an amount determined by resolution
                                          of the Board of Directors on an annual
                                          basis.

              5.     GAP EARNINGS:

                           If selected, Gap Earnings, as defined in
                           Section 3.2(G)(1) of the Basic Plan Document, will be
                           calculated for Excess Elective Deferrals, Excess
                           Contributions and Excess Aggregate Contributions, and
                           refunded to the Participant as provided for in
                           Article III of the Basic Plan Document.

              6.     FORFEITURES:

                     a.    Forfeitures of amounts attributable to Employer
                           Matching Contributions shall be reallocated as of:

                                             the last day of the Plan Year in
                                             which the Forfeiture occurred.

                                             the last day of the Plan Year
                                             following the Plan Year in which
                                             the Forfeiture occurred.

                                             the last day of the Plan Year in
                                             which the Participant suffering the
                                             Forfeiture has incurred the fifth
                                             consecutive One Year Break in
                                             Service.

                     b.    Forfeitures of Employer Matching Contributions shall
                           be reallocated as follows:

                                             Not applicable as Employer Matching
                                             Contributions are always 100%
                                             vested and nonforfeitable.

                                             Used first to pay the expenses of
                                             administering the Plan, and then
                                             allocated pursuant to one of the
                                             following two options:

                                    Page 106
<PAGE>   107
                                    Forfeitures shall be allocated to
                                    Participant's accounts in the same manner as
                                    Employer Profit Sharing Contributions,
                                    Employer Matching Contributions, Qualified
                                    Nonelective Contributions or Qualified
                                    Matching Contributions, in the discretion of
                                    the Employer, for the year in which the
                                    Forfeiture arose.

                                    Forfeitures shall be applied to reduce the
                                    Employer Profit Sharing Contributions,
                                    Employer Matching Contributions, Qualified
                                    Nonelective Contributions or Qualified
                                    Matching Contributions, in the discretion of
                                    the Employer, for the Plan Year following
                                    the Plan Year in which the Forfeiture arose.

                  c. Forfeitures of Excess Aggregate Contributions shall be:

                                    Applied to reduce Employer contributions for
                                    the Plan Year in which the excess arose, but
                                    allocated as below, to the extent the excess
                                    exceeds Employer contributions for the Plan
                                    Year, or the Employer has already
                                    contributed for such Plan Year.

                     Allocated after all other forfeitures under the Plan:

                                    to the Matching Contribution account of each
                                    Non-highly Compensated Participant who made
                                    Before Tax Contributions or After Tax
                                    Contributions in the ratio which each such
                                    Participant's Compensation for the Plan Year
                                    bears to the total Compensation of all such
                                    Participants for the Plan Year; or,

                                    to the Matching Contribution account of each
                                    Non-highly Compensated


                                    Page 107
<PAGE>   108

                                    Eligible Participant in the ratio which each
                                    Eligible Participant's Compensation for the
                                    Plan Year bears to the total Compensation of
                                    all Eligible Participants for the Plan Year.

         7. IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE APPROPRIATE):

                           There shall be no in-service distribution of
                           Participant account balances derived from Before Tax
                           Contributions (including Qualified Nonelective
                           Contributions and Qualified Matching Contributions
                           treated as Before Tax Contributions under the terms
                           of the Basic Plan Document), or Employer Matching
                           Contributions.

                           Participants may request an in-service distribution
                           of their account balance attributable to Employer
                           Matching Contributions, for the following reasons:

                                    For purposes of satisfying a financial
                                    hardship, as determined in accordance with
                                    the uniform nondiscriminatory policy of the
                                    Committee; Attainment of age 59-1/2 by the
                                    Participant; or Attainment of the Plan's
                                    Normal Retirement Date by the Participant.

                  c.       Participants may request an in-service distribution
                           of their account balance attributable to Employee
                           Before Tax Contributions, for the following reasons:

                                    For purposes of satisfying a financial
                                    hardship, as determined by the facts and
                                    circumstances of an Employee's situation, in


                                    Page 108
<PAGE>   109

                                    accordance with the provisions of Section3.9
                                    of the Basic Plan Document;

                           ii       For purposes of satisfying a financial
                                    hardship, using the "safe harbor" provisions
                                    of Section3.9 of the Basic Plan Document.
                                    Attainment of age 59-1/2 by the Participant;
                                    or

                    Attainment of the Plan's Normal Retirement Date by the
                    Participant.


                                    Page 109
<PAGE>   110


NOTICE: The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of Section 401 of the Internal Revenue Code. In
order to obtain reliance with respect to the Plan's qualification, the Employer
must apply to the Key District Office of the Internal Revenue Service for a
determination letter.

This Adoption Agreement may only be used in conjunction with Basic Plan Document
#05.

This Plan document may only be used under the express authority of KeyCorp, its
subsidiaries and affiliates, and is not effective as completed until executed by
a duly authorized officer of KeyCorp, one of its subsidiaries or affiliates, and
approved by KeyCorp's counsel.

KeyCorp, as sponsor, may amend or discontinue this prototype plan document upon
proper notification to all adopting Employers pursuant to Revenue Ruling 89-13.

Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.

This Plan is sponsored by:

         KeyCorp, on behalf of its operating subsidiaries, banking and trust
company affiliates
         127 Public Square
         Cleveland, Ohio 44114
         (800)982-3811


                                    Page 110
<PAGE>   111





         IN WITNESS WHEREOF, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this ______ day of _______, ______.


EMPLOYER: Bindley Western Industries, Inc.




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

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

Title:
      --------------------------------------------------------------------------

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



TRUSTEE: KeyBank National Association


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

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

Title:
      --------------------------------------------------------------------------

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


                                       and

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

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

Title:
      --------------------------------------------------------------------------

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



APPROVED ON BEHALF OF TRUSTEE:

       Initials:                          Date:
                -----------------------        ----------------------



                                    Page 111
<PAGE>   112




                           INVESTMENT FUND DESIGNATION

         Bindley Western Industries, Inc. (the "Named Fiduciary"), as an
independent fiduciary with respect to the Bindley Western Industries, Inc. &
Subsidiaries Profit Sharing Plan (the "Plan"), an employee benefit pension plan
covered by the applicable provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and its employees who participate therein (the
"Participants"), hereby acknowledges, confirms and directs that the following
actions shall be taken in connection with the assets held in trust for the
benefit of the Participants under the plan.

SELECTION OF INVESTMENTS AND MAPPING OVER TO NEW INVESTMENT FUNDS: The Named
Fiduciary has received and examined the various available Investment Funds and
designates the following investment funds from among the investment fund options
available for adopting employers of the PRISM(R) PROTOTYPE RETIREMENT PLAN &
TRUST (as defined in Section 10.7 of the Plan) to be available for selection by
Participants for the investment of Plan assets held for their benefit ("PRISM(R)
Funds"):

SELECTION OF INVESTMENTS: The Named Fiduciary has received and examined the
various available Investment Funds and designates the following investment funds
from among the investment fund options available for adopting employers of the
PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST (as defined in Section 10.7 of the
Plan) to be available for selection by Participants for the investment of Plan
assets held for their benefit ("PRISM(R) Funds"):

         (a)      Fidelity Advisor Equity Growth Fund: Class T
         (b)      Franklin Small Cap Growth Fund
         (c)      The American Funds Group(R): EuroPacific Growth Fund
         (d)      The American Funds Group(R): Washington Mutual Investors Fund
         (e)      The Victory Balanced Fund: Class A
         (f)      The Victory Investment Quality Bond Fund
         (g)      The Victory Stock Index Fund
         (h)      The Victory U.S. Government Obligations Fund

The plan assets are currently invested in the funds more fully described below
("Existing Funds"). The Named Fiduciary directs that the Existing Funds shall be
liquidated and forwarded to the Trustee of the Plan for reinvestment as follows.
The Named Fiduciary further designates that assets held in each of the Existing
Funds by the Plan prior to liquidation and transfer to the Trustee shall be
reinvested in the corresponding PRISM(R) Fund as specified below:


                                    Page 112
<PAGE>   113

<TABLE>
<CAPTION>
         Existing Funds:              PRISM(R) Funds:

<S>                           <C>
 (a)                          (a)   Fidelity Advisor Equity Growth Fund: Class T
</TABLE>








, if selected, an Employer Stock Fund will also be available.


TEMPORARY INVESTMENT PLAN ASSETS: The named Fiduciary directs that a temporary
holding account will be setup for the Plan. Any Plan assets that are received by
the Trustee and are not invested for any reason in the Investment Funds listed
above will be invested in the EB Money Market collective fund.

INVESTMENT FUND DECISION PROCESS AND DISCLOSURE: In making the selection of
Investment Funds, the Named Fiduciary hereby confirms and acknowledges that:

INVESTMENT FUND DECISION PROCESS AND DISCLOSURE: In making the selection of
Investment Funds, and in designating the PRISM(R) Funds into which the



                                    Page 113
<PAGE>   114

liquidated assets from each of the Existing Funds will be invested in, the Named
Fiduciary hereby confirms and acknowledges that:

                  The Named Fiduciary has had made available to it copies of the
                  prospectuses (to the extent required under applicable federal
                  securities law and regulation) for each investment fund
                  available for selection by adopting employers of the PRISM(R)
                  PROTOTYPE RETIREMENT PLAN & TRUST, and has received copies of
                  each such prospectus for the Investment Funds selected;

                  The Named Fiduciary acknowledges that the Trustee of the Plan
                  may receive certain fees for services provide to, or on behalf
                  of an Investment Fund, or the sponsors or distributors
                  thereof, pursuant to plans of distribution adopted by the fund
                  under the provisions of Rule 12b-1 of the Investment Company
                  Act of 1940, and further acknowledges that (i) such fee, if
                  paid, is appropriate for services rendered to the fund, and
                  when aggregated with other fees for service payable to the
                  Trustee constitutes reasonable compensation for the Trustee's
                  services to the Plan; and (ii) the Plan will be able to redeem
                  its interest in any such Investment Fund on reasonably short
                  notice without penalty;

                  The Named Fiduciary further acknowledges that it has selected
                  the Investment Funds, and designated the PRISM(R) Funds into
                  which the liquidated assets from each of the Existing Funds
                  will be invested, in its sole determination, after due
                  inquiry, that the Investment Funds are appropriate vehicles
                  for the investment of Plan assets pursuant to the terms of the
                  Plan, considering all relevant facts and circumstances,
                  including but not limited to (i) the investment policy and
                  philosophy of the Named Fiduciary developed pursuant to ERISA
                  Section 404; (ii) the ability of Participants, using an
                  appropriate mix of Investment Funds, to diversify the
                  investment of Plan assets held for their benefit; and, (iii)
                  the ability of Participants to, utilizing an appropriate mix
                  of Investment Funds, structure an investment portfolio within
                  their account in the Plan with risk and return characteristics
                  within the normal range of risk and return characteristics for
                  individuals with similar investment backgrounds, experience
                  and expectations, and that the investment of assets which will
                  be liquidated from the Existing Funds in the specified
                  PRISM(R) Funds is appropriate considering the above described
                  criteria; and,


                                    Page 114
<PAGE>   115

                  The Named Fiduciary acknowledges that it has not relied on any
                  representations or recommendations from the Trustee or any of
                  its employees in selecting the Investment Funds.
                  The Named Fiduciary acknowledges that it has not relied on any
                  representations or recommendations from the Trustee or any of
                  its employees in selecting the Investment Funds, or in
                  specifying which of the selected PRISM(R) Funds into which the
                  liquidated assets from each of the Existing Funds will be
                  invested.

The Trustee agrees to follow the Named Fiduciary's direction with respect to
offering the Investment Funds available for selection by the Participants in the
Plan for the investment of Plan assets held for their benefit.

IN WITNESS WHEREOF, the Employer, by its duly authorized representative, has
executed this document in connection with maintenance of the Plan utilizing the
PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST documents, as provided by the
Trustee.


                           NAMED FIDUCIARY: BINDLEY WESTERN INDUSTRIES, INC.



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

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


         Seen and accepted by the Trustee, which shall provide the Investment
Funds selected by the Employer pursuant to the terms of this document, and
pursuant to the Plan.

                                    TRUSTEE: KEYBANK NATIONAL ASSOCIATION



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




                                    Page 115
<PAGE>   116




        (1)       Footnotes in this Adoption Agreement are not to be construed
                  as part of the Plan provisions but are explanatory only. To
                  the extent a footnote is inconsistent with the provisions of
                  the Basic Plan Document or applicable law, the provisions of
                  the Plan shall be construed in conformity with the Basic Plan
                  Document or law.

        (2)       Terms that are capitalized are defined in the PRISM(R)
                  PROTOTYPE RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT.

        (3)       The Plan will have an individual TIN, distinct from the
                  Employer TIN.

        (4)       Committee members direct the day to day operation of the Plan.
                  Committee members serve at the pleasure of the Employer.
                  See Section 11.4 for changes in Committee membership. If no
                  Committee members are specified, the Employer shall assume
                  responsibility for the operations of the Plan.

        (5)       If no amount is specified, the maximum amount of Compensation
                  allowed under Code Section 401(a)(17)(the "$150,000 limit"
                  ("$200,000 limit" prior to the Plan Year beginning before
                  January 1, 1994)), as adjusted from time to time, shall be
                  used.

        (6)       If a fractional year is elected, the elapsed time method of
                  computing service shall be used for the fractional year.
                  Eligibility provisions for optional cash or deferred
                  arrangements are contained in Item C of this Adoption
                  Agreement.

        (7)       Notwithstanding the foregoing, an Employee who has met the
                  eligibility requirements may not enter the Plan later than six
                  months following the date on which the Employee first
                  completes the eligibility requirements.

        (8)       Notwithstanding the selection made in this Item B(7)(a), a
                  participant shall be fully vested in his or her Employer
                  Contribution Accounts if the Participant dies or becomes
                  Disabled while in the employ of the Employer.

        (9)       If more than one Year of Service is an eligibility
                  requirement, Item viii must be selected.

        (10)      The provisions of this section will be administered by the
                  Employer on a consistent and nondiscriminatory basis.

        (11)      Amounts designated as Qualified Nonelective Contributions will
                  be allocated pursuant to Section 3.1(A)(14) of the Basic Plan
                  Document.

        (12)      In the event contributions are allocated on a basis other than
                  a full plan year, the Year of Service shall be based on the
                  elapsed time method of calculation, and a Participant shall be
                  deemed to have completed an appropriate Period of Service for
                  allocation purposes if the Participant has completed a
                  pro-rata Period of Service corresponding to the interval on
                  which contributions are allocated.

        (13)      Excess Compensation means a Participant's Compensation in
                  excess of the Permitted Disparity Level specified in the
                  Definitions section of this Adoption Agreement.


                                    Page 116
<PAGE>   117


        (14)      Even if this Item is selected, the provisions of Section 4.8
                  of the Basic Plan Document may supersede this requirement if
                  necessary to satisfy Code Sections 401(a)(26) and 410(b).

        (15)      If this option is selected, iii or iv must be selected to
                  reallocate Forfeitures of Employer Profit Sharing
                  Contributions remaining after expenses of administering the
                  Plan have been paid.

        (16)      This Item is for use in identifying collective trust funds,
                  which, pursuant to Revenue Ruling 81-100 must be specifically
                  referenced in the Plan. Actual Investment Funds are referenced
                  on the Investment Fund Designation form attached to this
                  Adoption Agreement.

        (17)      If this option is selected, the Employer must establish
                  appropriate procedures for implementation of the Plan's loan
                  program.

        (18)      The date specified is for the refund of amount deferred in
                  excess of the Code Section 402(g) limit (the $7,000 limit) for
                  the Participant's taxable year.

        (19)      The Employer shall have the right to designate all, or any
                  portion of Employer Matching Contributions as Qualified
                  Matching Contributions, which shall then be subject to the
                  same vesting, distribution, and withdrawal restrictions as
                  Before Tax Contributions.

        (20)      Net Profits will never be required for the contribution of
                  Before Tax Contributions, After Tax Contributions, Qualified
                  Nonelective Contributions or Qualified Matching Contributions.

        (21)      Notwithstanding anything in the Adoption Agreement to the
                  contrary, amounts in a Participant's account attributable to
                  Before Tax Contributions, Qualified Nonelective Contributions,
                  and Qualified Matching Contributions shall be 100% vested and
                  nonforfeitable at all time.

        (22)      Notwithstanding the selection made in this item B(7)(b), a
                  Participant shall be fully vested in his or her Employer
                  Contribution Accounts if the Participant dies or becomes
                  Disabled while in the employ of the Employer.

        (23)      The provisions of this section will be administered by the
                  Employer on a consistent and nondiscriminatory basis.



                                    Page 117
<PAGE>   118



                      SPIN-OFF AMENDMENT FOR THE SEPARATION
                        OF ASSETS AND LIABILITIES OF THE
                        BINDLEY WESTERN INDUSTRIES, INC.
                                        &
                     SUBSIDIARIES PROFIT PRIORITYARING PLAN


WHEREAS, Bindley Western Industries, Inc. (the "Company") previously adopted and
presently maintains the Bindley Western Industries, Inc. & Subsidiaries Profit
Priorityaring Plan (the "Bindley Western Plan"), and Priority Healthcare
Corporation (the "Subsidiary") participated in the Bindley Western Plan; and,

WHEREAS, Section 14.5 of the Bindley Western Plan expressly provides that the
Company has the right to transfer assets to any other Plan or otherwise modify
the terms of the Bindley Western Plan, retroactively if necessary; and,

WHEREAS, the Company and Subsidiary desires to spin-off assets and liabilities
of the Subsidiaries Employees effective as of October 15, 1998 (the "Setup
Date"), and establiPriority the Profit Priorityaring Plan of Priority Healthcare
Corporation and Affiliates (the "Priority Plan") independent of the Bindley
Western Plan to benefit the Subsidiary's Employees pursuant to the terms of the
Priority Plan with no obligation to make contributions to the Bindley Western
Plan;

NOW THEREFORE,

BE IT RESOLVED, the assets and liabilities of the Subsidiary are hereby
separated and transferred into the Priority Plan with identical terms (except as
modified for purposes of accomplishing the spin-off) as the Bindley Western Plan
prior to separation. Capitalized terms, to the extent not defined herein, shall
have the same meaning as in the Bindley Western Plan:

MODIFICATION OF THE BINDLEY WESTERN PLAN:

Notwithstanding anything in the Bindley Western Plan to the contrary, the
Bindley Western Plan is hereby amended, as of the Setup Date, as follows:

         1.       All contributions (or other benefit accruals) from the
                  Subsidiary shall cease, effective as of the Setup Date, no
                  Participant of the Subsidiary therein Shall accrue any
                  additional benefits thereunder, and no Employee of the
                  Subsidiary, otherwise eligible to participate in the Bindley
                  Western Plan as of the Setup Date, Shall enter the Bindley
                  Western Plan;

         2.       All amounts held for the benefit of Participants of the
                  Subsidiary in the Bindley Western Plan, including the
                  non-vested portions thereof, Shall be preserved, and
                  transferred, as soon as practicable, to the Priority Plan;

         3.       Notwithstanding anything contained in the provisions of the
                  Bindley Western Plan, the Priority Plan, or this amendment,
                  all Participants under the Bindley Western Plan will receive a
                  benefit immediately after the separation which is at least as
                  great as the benefit the Participant would have received under
                  the terms of the Bindley Western Plan had the Bindley Western
                  Plan terminated on the day before the Setup Date, subject only
                  to vesting pursuant to the terms of the Bindley Western Plan.

         4.       On and after the Setup Date (or the date assets of the Bindley
                  Western Plan are received and held under the terms of the
                  Priority Plan and this amendment, if later) the Bindley
                  Western Plan Shall continue to exist, and all provisions
                  thereof, except as modified pursuant to this amendment Shall
                  be in full force and effect.

TERMS OF THE PRIORITY PLAN:
Notwithstanding anything in the Priority Plan to the contrary, the Priority Plan
is hereby established, as of the Setup Date, as follows:

         1.       The Priority Plan Shall accept, and hold, assets transferred
                  from the Bindley Western Plan pursuant to this amendment and
                  separation. The Priority Plan Shall accept all records,
                  accountings, and other descriptions


                                    Page 118
<PAGE>   119

                  of benefits accrued under the Bindley Western Plan, and Shall
                  maintain such benefits as part of and payable from the
                  Priority Plan, to the extent of assets actually received by
                  the Priority Plan.
         2.       All benefits payable to Employees of the Subsidiary from the
                  Bindley Western Plan as of the Setup Date will be provided by
                  the Priority Plan on the same terms and conditions, in the
                  same amount, form and manner, and at the same time and
                  frequency as under the Bindley Western Plan as in effect from
                  time to time prior to the Setup Date, and the Priority Plan
                  shall contain appropriate provisions to protect all benefits,
                  rights and features required to be protected under the
                  provisions of Internal Revenue Code Section 411(d)(6).
         3.       All beneficiary designation forms, option election forms,
                  spousal consent forms, and other administrative forms and
                  materials executed under the terms of the Bindley Western Plan
                  Shall continue in full force and effect with respect to the
                  Priority Plan, unless otherwise required by law.
         4.       All Priority Healthcare Corporation Participants of the
                  Bindley Western Plan shall immediately become Participants of
                  the Priority Plan, as of the Setup Date, and all Subsidiary
                  employees otherwise eligible to participate in the Bindley
                  Western Plan, but who have not yet entered as Participants in
                  the Bindley Western Plan Shall become Participants in the
                  Priority Plan as of the next Entry Date. All service performed
                  by Employees of the Subsidiary, as credited pursuant to the
                  terms of the Bindley Western Plan Shall be credited for
                  purposes of calculating eligibility and vesting Years of
                  Service under the terms of the Priority Plan. Notwithstanding
                  the foregoing, under no circumstances Shall the vested
                  percentage of a Participant credited with Years of Service
                  while in the employ of the Subsidiary be reduced with respect
                  to any benefits accrued under the terms of the Bindley Western
                  Plan prior to the Setup Date, or with respect to the benefits
                  accrued under the terms of the Priority Plan on or after the
                  Setup Date.
         5.       Notwithstanding anything contained in the provisions of the
                  Priority Plan, the Bindley Western Plan, or this amendment,
                  all Participants under the Priority Plan will receive a
                  benefit immediately after the separation which is at least as
                  great as the benefit the Participant would have received under
                  the terms of the Bindley Western Plan had the Bindley Western
                  Plan terminated on the day before the Setup Date, subject only
                  to vesting pursuant to the terms of the Bindley Western Plan.

IN WITNESS WHEREOF, the Company and the Subsidiary have executed this Amendment,
as of this _____ day of ________________, 1998.

                                      BINDLEY WESTERN INDUSTRIES, INC.

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

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


                                      PRIORITY HEALTHCARE CORPORATION

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

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






                                    Page 119
<PAGE>   120



                  FIRST AMENDMENT TO THE PROFIT SHARING PLAN OF
                BINDLEY WESTERN INDUSTRIES, INC., & SUBSIDIARIES

WHEREAS, Bindley Western Industries, Inc. (the "Company") established the Profit
Sharing Plan of Bindley Western Industries, Inc. and its Subsidiaries originally
effective on January 1, 1979, and amended and restated in the PRISM (R)
Nonstandardized Prototype Adoption Agreement effective January 1, 1996 (the
"Plan"); and

WHEREAS, the Company in the Adoption Agreement appointed the original members of
the Committee who were charged with operating the Plan; and

WHEREAS, the Company has decided to reconstitute the Committee effective October
1,1997.

NOW THEREFORE,

BE IT RESOLVED, that the Company amends the provisions of Item B.3. of the
Adoption Agreement to provide as follows:

B.       BASIC PLAN PROVISIONS:


3.   COMMITTEE MEMBERS:

     Michael L. Shinn, Michael D. McCormick, Thomas Weakley, and Marion A.
     McDermott

AND BE IT FURTHER RESOLVED, that except as amended herein, all other provisions
of the Profit Sharing Plan of Bindlet Western Industries, Inc. and its
Subsidiaries shall remain effective as set forth in the Adoption Agreement.

PLAN SPONSOR: BINDLEY WESTERN INDUSTRIES, INC.

BY: ______________________________                       DATED: _____________


TRUSTEE: KEY TRUST COMPANY OF INDIANA, N.A.

BY: ______________________________                       DATED: _____________



                                    Page 120
<PAGE>   121
                 SECOND AMENDMENT TO THE PROFIT SHARING PLAN OF
             BINDLEY WESTERN INDUSTRIES, INC., AND ITS SUBSIDIARIES


WHEREAS, Bindley Western Industries, Inc. (the "Company") established the Profit
Sharing Plan of Bindley Western Industries, Inc. and its Subsidiaries originally
effective on January 1, 1979, and amended and restated in the PRISM (R)
Nonstandardized Prototype Adoption Agreement effective January 1, 1996 (the
"Plan"); and

WHEREAS, the Company has completed its acquisition of Central Pharmacy Services,
Inc. and is desirous of allowing the employees of Central Pharmacy Services,
Inc. to enter the Plan as of the next succeeding entry date (January 1, 2000) by
crediting their prior service with their former employer for purposes of
eligibility, but not crediting such prior service for purposes of vesting of
benefits under the Plan; and

WHEREAS, the Company desires that the amendment be effective December 31, 1999.

NOW THEREFORE,

BE IT RESOLVED, that the Company, effective December 31, 1999, amends the
provisions of Item B.4.j.(v.) of the Adoption Agreement to provide as follows:

     B.   Basic Plan Provisions:


     4.   Definitions:


     j.   Year of Service shall mean:


     v X  For eligibility purposes, Years of Service with the following
          Predecessor Employers shall count in fulfilling the eligibility
          requirements for this Plan: Kendall Drug Company; Tennessee Wholesale
          Drug; and Central Pharmacy Services, Inc.


AND BE IT FURTHER RESOLVED, that except as amended herein, all other provisions
of the Profit Sharing Plan of Bindley Western Industries, Inc. and its
Subsidiaries shall remain effective as set forth in the Adoption Agreement.


                                    Page 121
<PAGE>   122

Plan Sponsor: Bindley Western Industries, Inc.


By: ______________________________                     Dated: _____________


Trustee: Key Trust Company of Indiana, National Association


By: ______________________________                     Dated: _____________





                                    Page 122
<PAGE>   123




                  THIRD AMENDMENT TO THE PROFIT SHARING PLAN OF
             BINDLEY WESTERN INDUSTRIES, INC., AND ITS SUBSIDIARIES

WHEREAS, Bindley Western Industries, Inc. (the "Company") established the Profit
Sharing Plan of Bindley Western Industries, Inc. and its Subsidiaries originally
effective on January 1, 1979, and amended and restated in the PRISM (R)
Nonstandardized Prototype Adoption Agreement effective January 1, 1996 (the
"Plan"); and

WHEREAS, the Company has determined that it would adopt the necessary Plan
amendments to comply with the provisions of IRC Section 401(k)(12) to make the
Plan a "safe harbor" Plan commencing January 1, 2000 by electing to make an
Employer Non- Elective Contribution to the Plan; and

WHEREAS, the Company desires that the amendment be effective January 1, 2000.

NOW THEREFORE,

BE IT RESOLVED, that the Company, effective January 1, 2000, amends the
provisions of Item B.7.a of the Adoption Agreement to provide as follows:

B.       BASIC PLAN PROVISIONS:

         7.       VESTING:

                  a.       The percentage of a Participant's Employer
                           Contribution Account (attributable to Employer Profit
                           Sharing Contributions) to be vested in him or her
                           upon termination of employment prior to attainment of
                           the Plan's Normal Retirement Date shall be : THE
                           PROVISIONS OF THIS ITEM B.7.a.(iv) SHALL APPLY TO ALL
                           EMPLOYER DISCRETIONARY CONTRIBUTIONS. THE PROVISIONS
                           OF ITEM B.7.a.(viii) SHALL APPLY TO ALL EMPLOYER NON
                           ELECTIVE CONTRIBUTIONS MADE UNDER ITEM B.8.a.(ii).

                           COMPLETED YEARS OF SERVICE


                                    Page 123
<PAGE>   124

<TABLE>
<CAPTION>
           1        2        3        4        5        6        7
          ---     ---      ---      ---      ---      ---      ---
<S>       <C>     <C>      <C>      <C>      <C>      <C>      <C>
I          0%     100%
Ii         0%       0%     100%
Iii        0%      20%      40%      60%      80%     100%
iv X       0%       0%      20%      40%      60%      80%     100%
V         10%      20%      30%      40%      60%      80%     100%
Vi         0%       0%       0%       0%     100%
Vii        0%       0%       0%       0%       0%       0%     100%
</TABLE>


         viii X Full and immediate vesting upon entry into the Plan - AND BE IT
FURTHER RESOLVED, that the Company, effective January 1, 2000, amends the
provisions of Item B.8.a. of the Adoption Agreement to provide as follows:

B.        BASIC PLAN PROVISIONS:

         8.       EMPLOYER PROFIT SHARING CONTRIBUTIONS:

                  a.       CONTRIBUTIONS:

                           i X      In its discretion, the Employer may
                            ___     contribute Employer Profit Sharing
                                    Contributions to the Plan.

                           ii X     The Employer shall contribute Employer
                             ___    Profit Sharing Contributions to the Plan in
                                    the amount of 3% of the Compensation of all
                                    Eligible Participants under the Plan.


                           iii X    If selected, the Employer may make Employer
                              ___   Profit Sharing Contributions without regard
                                    to current or accumulated Net Profits of the
                                    Employer for the taxable year ending with,
                                    or within the Plan Year.

                           iv___    If selected, the Employer may designate all
                                    or any part of the Employer Profit Sharing
                                    Contributions as Qualified Nonelective
                                    Contributions, provided, however, that
                                    contributions so designated will be subject
                                    to the same vesting, distribution, and
                                    withdrawal restrictions as Before Tax
                                    Contributions.


                                    Page 124
<PAGE>   125

AND BE IT FURTHER RESOLVED, that effective January 1, 2000, the Company amends
the provisions of Item B.18 of the Adoption Agreement to provide as follows:

B.       BASIC PLAN PROVISIONS:


         18. X   EFFECTIVE DATE ADDENDUM:
            ___

         If selected, the following provisions shall have the specified
         effective dates (which are different from the date specified in Item
         B(1)):

         Notwithstanding the provisions of Item B.7.a. or any other provision of
         the Adoption Agreement or the Basic Plan Document to the contrary, all
         Employer Contributions made under Item B.8.a.(ii) shall:

(1)      Become fully and immediately vested upon being made to the Plan;

(2)      There shall be no In-Service withdrawal for a Participant; and

(3)      Shall be contributed to the Plan whether or not the Participant is
         employed by the Company on the last day of the Plan Year or has
         completed 1,000 Hours of Service.


AND BE IT FURTHER RESOLVED, that the Company adopts "Addendum A" attached hereto
as a portion of the Adoption Agreement to note the Company's determination to be
considered a "safe harbor" plan for the Plan Year commencing on January 1, 2000;
and


AND BE IT FURTHER RESOLVED, that except as amended herein, all other provisions
of the Profit Sharing Plan of Bindley Western Industries, Inc. and its
Subsidiaries shall remain effective as set forth in the Adoption Agreement.

PLAN SPONSOR: BINDLEY WESTERN INDUSTRIES, INC.


BY: ______________________________                         DATED: _____________


TRUSTEE: KEY TRUST COMPANY OF INDIANA, NATIONAL ASSOCIATION


                                   Page 125
<PAGE>   126


BY: ______________________________                         DATED: _____________




                                    Page 126
<PAGE>   127



PARTICIPATION AGREEMENT

                   FOR PARTICIPATION BY RELATED GROUP MEMBERS
                             (PLAN SECTION 1.1(KK))

         The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan, as if the Participating
Employer were a signatory to the Adoption Agreement. The Participating Employer
accepts, and agrees to be bound by, all of the elections granted under the
provisions of the Plan as made by Bindley Western Industries, Inc., Employer of
the Adoption Agreement ("Signatory Employer").

(1)      The Effective Date of the undersigned Employer's participation in the
         designated Plan is: January 1, 1996

(2)      The undersigned Employer's adoption of this Plan constitutes:

         (a)___ The adoption of a new plan by the Participating Employer.

         (b)___ The adoption of an amendment and restatement of a plan
                currently maintained by the Employer, identified as Bindley
                Western Industries, Inc. & Subsidiaries Profit Sharing Plan
                and having an original effective date of January 1, 1979.

         In Witness Whereof, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this 1st day of March, 1998.

Tennessee Wholesale Drug (TWG)               Key Trust Company of Indiana, NA
(Name of Participating Employer)             (Name Of Trustee)

By: /s/ Michael D. McCormick                 By: /s/ April M. Czenkusch


(Title) Secretary                            (Title) Vice President

Bindley Western Industries, Inc.
(Name of Signatory Employer)

By: /s/ Thomas Salentine


(Title) Executive Vice President
          and CFO

                                    Page 127
<PAGE>   128


                             PARTICIPATION AGREEMENT

                   FOR PARTICIPATION BY RELATED GROUP MEMBERS
                             (PLAN SECTION 1.1(KK))

         The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan, as if the Participating
Employer were a signatory to the Adoption Agreement. The Participating Employer
accepts, and agrees to be bound by, all of the elections granted under the
provisions of the Plan as made by Bindley Western Industries, Inc., Employer of
the Adoption Agreement ("Signatory Employer").

(1)      The Effective Date of the undersigned Employer's participation in the
         designated Plan is: April 1, 1996

(2)      The undersigned Employer's adoption of this Plan constitutes:

         (a)____  The adoption of a new plan by the Participating Employer.


         (b)____  The adoption of an amendment and restatement of a plan
                  currently maintained by the Employer, identified as Bindley
                  Western Industries, Inc. & Subsidiaries Profit Sharing Plan
                  and having an original effective date of January 1, 1979.

         In Witness Whereof, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this ___ day of February, 1998.

National Infusion Services, Inc.             Key Trust Company of Indiana, NA
(Name of Participating Employer)             (Name Of Trustee)

By: /s/ Michael D. McCormick                 By: /s/ April M. Czenkusch


(Title) Secretary                            (Title) Vice President

Bindley Western Industries, Inc.
(Name of Signatory Employer)

By: /s/ Thomas Salentine


(Title) Executive Vice President
          and CFO



                                    Page 128
<PAGE>   129



PARTICIPATION AGREEMENT

                   FOR PARTICIPATION BY RELATED GROUP MEMBERS
                             (PLAN SECTION 1.1(KK))

         The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan, as if the Participating
Employer were a signatory to the Adoption Agreement. The Participating Employer
accepts, and agrees to be bound by, all of the elections granted under the
provisions of the Plan as made by Bindley Western Industries, Inc., Employer of
the Adoption Agreement ("Signatory Employer").

(1)      The Effective Date of the undersigned Employer's participation in the
         designated Plan is: July 31, 1997

(2)      The undersigned Employer's adoption of this Plan constitutes:

         (a) ____ The adoption of a new plan by the Participating Employer.

         (b) ____ The adoption of an amendment and restatement of a plan
                  currently maintained by the Employer, identified as Bindley
                  Western Industries, Inc. & Subsidiaries Profit Sharing Plan
                  and having an original effective date of January 1, 1979.

         In Witness Whereof, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this 1st day of March, 1998.

Tennesse WholesaleDrug (TWD)                 Key Trust Company of Indiana, NA
(Name of Participating Employer)             (Name Of Trustee)

By: /s/ Michael D. McCormick                 By: /s/ April M. Czenkusch


(Title) Secretary                            (Title) Vice President

Bindley Western Industries, Inc.
(Name of Signatory Employer)

By: /s/ Thomas Salentine


(Title) Executive Vice President
          and CFO




                                    Page 129
<PAGE>   130



PARTICIPATION AGREEMENT

                   FOR PARTICIPATION BY RELATED GROUP MEMBERS
                             (PLAN SECTION 1.1(KK))

         The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan, as if the Participating
Employer were a signatory to the Adoption Agreement. The Participating Employer
accepts, and agrees to be bound by, all of the elections granted under the
provisions of the Plan as made by Bindley Western Industries, Inc., Employer of
the Adoption Agreement ("Signatory Employer").

(1)      The Effective Date of the undersigned Employer's participation in the
         designated Plan is: August 8, 1997

(2)      The undersigned Employer's adoption of this Plan constitutes:

         (a) ____ The adoption of a new plan by the Participating Employer.

         (b) ____ The adoption of an amendment and restatement of a plan
                  currently maintained by the Employer, identified as Bindley
                  Western Industries, Inc. & Subsidiaries Profit Sharing Plan
                  and having an original effective date of January 1, 1979.

         In Witness Whereof, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this 1st day of March, 1998.

Groveway Pharmacy                            Key Trust Company of Indiana, NA
(Name of Participating Employer)             (Name Of Trustee)

By: /s/ Michael D. McCormick                 By: /s/ April M. Czenkusch


(Title) Secretary                            (Title) Vice President

Bindley Western Industries, Inc.
(Name of Signatory Employer)

By: /s/ Thomas Salentine


(Title) Executive Vice President
          and CFO





                                    Page 130
<PAGE>   131


PARTICIPATION AGREEMENT

                   FOR PARTICIPATION BY RELATED GROUP MEMBERS
                             (PLAN SECTION 1.1(KK))

         The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan, as if the Participating
Employer were a signatory to the Adoption Agreement. The Participating Employer
accepts, and agrees to be bound by, all of the elections granted under the
provisions of the Plan as made by Bindley Western Industries, Inc., Employer of
the Adoption Agreement ("Signatory Employer").

(1)      The Effective Date of the undersigned Employer's participation in the
         designated Plan is: Octobr 1, 1997

(2)      The undersigned Employer's adoption of this Plan constitutes:

         (a) ____ The adoption of a new plan by the Participating Employer.

         (b) ____ The adoption of an amendment and restatement of a plan
                  currently maintained by the Employer, identified as Bindley
                  Western Industries, Inc. & Subsidiaries Profit Sharing Plan
                  and having an original effective date of January 1, 1979.

         In Witness Whereof, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this 1st day of March, 1998.

Tennessee Wholesale Drug (TWG)               Key Trust Company of Indiana, NA
(Name of Participating Employer)             (Name Of Trustee)

By: /s/ Michael D. McCormick                 By: /s/ April M. Czenkusch


(Title) Secretary                            (Title) Vice President

Bindley Western Industries, Inc.
(Name of Signatory Employer)

By: /s/ Thomas Salentine


(Title) Executive Vice President
          and CFO




                                    Page 131
<PAGE>   132



     FIFTH AMENDMENT TO THE BINDLEY WESTERN INDUSTRIES, INC. & SUBSIDIARIES
                               PROFIT SHARING PLAN

WHEREAS, Bindley Western Industries, Inc. (the "Company") sponsors the Bindley
Western Industries, Inc. & Subsidiaries Profit Sharing Plan (the "Plan"),
originally effective as of Janaury 1, 1979, as amended and restated in the
PRISM(R) Nonstandardized Prototype Plan as provided by the Trustee, effective
January 1, 1996; and

WHEREAS, the Company in accepting assets into the Plan, as a part of a Plan
Merger transaction, effective July 1, 2000 with Central Pharmacy Services, Inc.,
it was determined that certain distribution options for Plan benefits in the
Central Plan should be preserved to allow various annuity and installment
options to remain available for such Participants' account balances merged into
the Plan; and

WHEREAS, the Company has been informed that the Internal Revenue Service has
issued new final regulations that would permit the elimination of the annuity
and installment options as a benefit payment option since the Plan offers a lump
sum cash payment option when a Participant terminates employment; and

WHEREAS, the Company has determined that as these options are rarely utilized by
the Participants, the elimination of these options would have little effect on
the Participants and would eliminate substantial record keeping and
administrative issues in the Plan that relate to the offering of the annuity and
installment options; and

WHEREAS, the Company in consideration of these facts, desires to eliminate the
annuity and installment optional forms of benefit payments, but retain the
single lump sum option for benefit distributions and to make this change as soon
as possible in accordance with the timing rules set forth by the Internal
Revenue Service.

NOW THEREFORE,

BE IT RESOLVED, that the Appendix "A" to the Joint Amendment for the Merger of
the Bindley Western Industries, Inc. and Subsidiaries Profit Sharing Plan and
the Central Pharmacy Services, Inc. 401(k) Profit Sharing Plan is hereby amended
to provide that the Protected Benefit for distribution options for the payment
of Central Participants in any of the annuity or installment methods are hereby
eliminated effective as of the earliest date after proper notification of the
Participants of the change in this provision, but no earlier than March 1, 2001.

AND BE IT FURTHER RESOLVED, that except as AMENDED herein, all other provisions
of the Bindley Western Industries, Inc. & Subsidiaries Profit Sharing Plan, as
amended, shall remain effective.

SPONSOR: BINDLEY WESTERN INDUSTRIES, INC.

BY: ______________________________                     DATED:_____________


                                    Page 132
<PAGE>   133

TRUSTEE: KEY TRUST COMPANY OF INDIANA, NATIONAL ASSOCIATION


BY: ______________________________                     DATED: _____________




                                    Page 133
<PAGE>   134



                      JOINT AMENDMENT FOR THE MERGER OF THE
      BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES PROFIT SHARING PLAN
                                     AND THE
           CENTRAL PHARMACY SERVICES, INC. 401(k) PROFIT SHARING PLAN


         WHEREAS, Bindley Western, Inc. (the "Company") previously adopted and
presently maintains the Bindley Western Industries, Inc. and Subsidiaries Profit
Sharing Plan (the "Bindley Western Plan"), and presently maintains the Central
Pharmacy Services, Inc. 401(k) Profit Sharing Plan (the "Central Pharmacy Plan")
as a result of the merger of Central Pharmacy Services, Inc. with, and into
Bindley Western Industries, Inc.;

         WHEREAS, Section 9.01 of the Central Pharmacy Plan expressly provides
that the Company (as successor Plan sponsor) has the right to amend, terminate
or otherwise modify the terms of the Central Pharmacy Plan, retroactively if
necessary; and,

         WHEREAS, the Company desires to merge the Central Pharmacy Plan into
the Bindley Western Plan effective as of July 1, 2000, (the "Merger Date") and
to continue the Bindley Western Plan for the benefit of the Company's employees
pursuant to the terms of the Bindley Western Plan;

         NOW THEREFORE: the Plans are hereby merged, with the terms of the
Bindley Western Industries, Inc. and Subsidiaries Profit Sharing Plan surviving
as the operative terms of the Central Pharmacy Plan, modified for purposes of
accomplishing the merger as hereafter provided. Capitalized terms, to the extent
not defined herein, shall have the same meaning as in the Bindley Western Plan):

MODIFICATION OF THE CENTRAL PHARMACY PLAN:

Notwithstanding anything in the Central Pharmacy Plan to the contrary, the
Central Pharmacy Plan is hereby amended, as of the Merger Date, as follows:

1. All contributions (or other benefit accruals) have ceased, effective as of
the January 1, 2000, no Participant therein shall accrue any additional benefits
thereunder, and no Employee otherwise eligible to participate in the Central
Pharmacy Plan as of January 1, 2000, shall enter the Central Pharmacy Plan;

2. All amounts held for the benefit of Participants in the Central Pharmacy Plan
("Account Balances"), shall be preserved, and trans-ferred, as soon as
practicable, to the Bindley Western Plan;

3. Notwithstanding anything contained in the provisions of the Central Pharmacy
Plan, the Bindley Western Plan, or this amendment, all Participants under the
Central Pharmacy Plan will receive a benefit immediately after the merger which
is at least as great as the benefit the


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<PAGE>   135

Participant would have received under the terms of the Central Pharmacy Plan had
the Central Pharmacy Plan terminated on the day before the Merger Date.

4. On and after the Merger Date (or the date assets of the Central Pharmacy Plan
are received and held under the terms of the Bindley Western Plan and this
amendment, if later) the Central Pharmacy Plan shall cease to exist, and all
provisions thereof, except as preserved pursuant to this amendment, shall be of
no further force or effect.

5. All account balances that are merged into the Bindley Western Plan from the
Central Pharmacy Plan shall have been vested at 100% prior to the transfer to
the Bindley Western Plan.

MODIFICATION OF THE BINDLEY WESTERN PLAN:

Notwithstanding anything in the Bindley Western Plan to the contrary, the
Bindley Western Plan is hereby amended, as of the Merger Date, as follows:

1. The Bindley Western Plan shall accept, and hold, assets transferred from the
Central Pharmacy Plan pursuant to this amendment and merger. The Bindley Western
Plan shall accept all records, accountings, and other descriptions of benefits
accrued under the Central Pharmacy Plan, and shall maintain such benefits as
part of and payable from the Bindley Western Plan, to the extent of assets
actually received by the Bindley Western Plan. Notwithstanding anything in the
Bindley Western Plan to the contrary, those benefits, rights and features,
identified on the attached Appendix A to this amendment as "Section 411(d)(6)
Protected Benefits" shall be preserved with respect to assets transferred from
the Central Pharmacy Plan to the Bindley Western Plan pursuant to this
amendment. The "Section 411(d)(6) Protected Benefits" identified in Appendix "A"
will only apply to the assets transferred from the Central Pharmacy Plan into
the Bindley Western Plan, and not to any future Employee or Employer
Contributions made to the Bindley Western Plan.

2. All benefits payable from the Central Pharmacy Plan as of the Merger Date
will be provided by the Bindley Western Plan on the same terms and conditions,
in the same amount, form and manner, and at the same time and frequency as under
the Central Pharmacy Plan as in effect from time to time prior to the Merger
Date for those assets transferred to the Bindley Western Plan from the Central
Pharmacy Plan. All other benefits for Employer and/or Employee Contributions to
the Bindley Western Plan made on or after January 1, 2000 shall be administered
under the terms of the Bindley Western Plan.

3. All beneficiary designation forms, option election forms, spousal consent
forms, and other administrative forms and materials executed under the terms of
the Central Pharmacy Plan shall continue in full force and effect with respect
to the Bindley Western Plan, unless otherwise required by law.


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<PAGE>   136

4. All Participants of the Central Pharmacy Plan have become Participants of the
Bindley Western Plan, as of January 1, 2000, and all employees otherwise
eligible to participate in the Central Pharmacy Plan, but who have not yet
entered as Participants in the Central Pharmacy Plan became Participants in the
Bindley Western Plan as of January 1, 2000. All service performed by Employees
with Central Pharmacy Services, Inc., as credited pursuant to the terms of the
Central Pharmacy Plan shall be credited for purposes of calculating eligibility
and vesting Years of Service under the terms of the Bindley Western Plan.
Notwithstanding the foregoing, under no circumstances shall the vested
percentage of a Participant credited with Years of Service while in the employ
of Central Pharmacy Services, Inc. be reduced with respect to any benefits
accrued under the terms of the Central Pharmacy Plan prior to the Merger Date,
or with respect to the benefits accrued under the terms of the Bindley Western
Plan on or after the Merger Date.

5. Notwithstanding anything contained in the provisions of the Bindley Western
Plan, the Central Pharmacy Plan, or this amendment, all Participants under the
Bindley Western Plan will receive a benefit immediately after the merger which
is at least as great as the benefit the Participant would have received under
the terms of the Bindley Western Plan had the Bindley Western Plan terminated on
the day before the Merger Date, subject only to vesting pursuant to the terms of
the Plan.

6. All Participants in the Central Pharmacy Plan shall not be eligible for the
"paperless" loan program under the Bindley Western Plan due to the annuity
optional form of benefit preserved under the 411(d)(6) Protected Benefits
Addendum attached hereto. Loans for such Participants shall be handled as
"Direct" Loans under the Loan Policy.

All other provisions of the Bindley Western Plan shall remain in full force and
effect, and shall survive this merger unaltered except as specified herein, or
as may be required by law.

IN WITNESS WHEREOF, the Company has executed this Amendment, as of this_________
day of__________, 2000.


                                             BINDLEY WESTERN INDUSTRIES, INC.


                                             By: _______________________________

                                             Title: ____________________________


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<PAGE>   137



                                  APPENDIX "A"
                                     TO THE
                                 JOINT AMENDMENT
                                 FOR THE MERGER
                                     OF THE
      BINDLEY WESTERN INDUSTRIES, INC. AND SUBSIDIARIES PROFIT SHARING PLAN
                                     AND THE
           CENTRAL PHARMACY SERVICES, INC. 401(k) PROFIT SHARING PLAN


SECTION 411(d)(6) PROTECTED BENEFITS

         Notwithstanding anything in the Bindley Western Plan to the contrary,
pursuant to the Joint Amendment for the Merger of the Central Pharmacy Services,
Inc. Profit Sharing Plan and the Bindley Western Industries, Inc. and
Subsidiaries Profit Sharing Plan, the following are Section 411(d)(6) Protected
Benefits, which shall be preserved with respect to Account Balances transferred
from the Central Pharmacy Plan to the Bindley Western Plan:

- A Participant shall have the right to withdraw his or her Deferral Account
balances from the Central Pharmacy Plan upon reaching age 59-1/2.

- A Participant may receive his or her benefits from the account balances
transferred from the Central Pharmacy Plan to the Bindley Western Plan in one of
the following forms:

(a) A straight life annuity;

(b) A joint and 50%, 66 2/3% or 100% survivors annuity;

(c) A single life annuity with period certain benefits of 5, 10, or 15 years;

(d) A single life annuity with installment refunds;

(e) An annuity for a fixed period of no less than 60 months, nor greater than
the life expectancy of the Participant and his or her beneficiary, not subject
to recalculation;

(f) A series of Installment payments that meet the criteria for Required Minimum
Distribution payments commencing when a Participant reaches age 70 -1/2.


         All other provisions of the Bindley Western Plan, to the extent not
inconsistent with the provisions of this Appendix and the Amendment shall remain
in full force and effect.



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