<PAGE>   1







                                COLUMBIA BANCORP

                     RESTATED EMPLOYEE STOCK OWNERSHIP PLAN
                               AND TRUST AGREEMENT

                               (1999 RESTATEMENT)







(C) 1999 BENNER  & ASSOCIATES, P.C.
ALL RIGHTS RESERVED


<PAGE>   2

                                COLUMBIA BANCORP

                     RESTATED EMPLOYEE STOCK OWNERSHIP PLAN
                               AND TRUST AGREEMENT

                                      INDEX


                                    Section 1
                                 NATURE OF PLAN


<TABLE>
<S>     <C>
1.1     Purpose of Plan
1.2     Design of Plan
1.3     Treatment of Related Employers
1.4     Named Fiduciaries
1.5     Allocation of Responsibilities
1.6     Funding Policy


                                    Section 2
                                   DEFINITIONS

2.1     Act
2.2     Account
2.3     Administrator
2.4     Affiliate
2.5     Anniversary Date
2.6     Annual Compensation
2.7     Beneficiary
2.8     Benefit Commencement Date
2.9     Break in Service
2.10    The Code
2.11    Company
2.12    Company Stock
2.13    Company Stock Account
2.14    Disability
2.15    ERISA
2.16    Employee
2.17    Employer
2.18    Employment Commencement Date
2.19    Exempt Loan
2.20    Forfeiture
2.21    Hour of Service
</TABLE>




                                       i
<PAGE>   3

<TABLE>
<S>     <C>
2.22    Normal Retirement Date
2.23    Other Investments Account
2.24    The Plan
2.25    Plan Benefit
2.26    Plan Year
2.27    Related Employer(s)
2.28    Trustee
2.29    Year of Service
2.30    Valuation Date


                                    Section 3
                                 ADMINISTRATION

3.1     Assignment of Administrative Authority
3.2     Organization and Operation
3.3     Powers and Duties
3.4     Records and Reports
3.5     Payment of Expenses
3.6     Agent for Service of Process
3.7     Indemnity
3.8     Personal Data to Administrator
3.9     Address for Notification
3.10    Employer's Powers and Duties


                                    Section 4
                                  ELIGIBILITY

4.1     Eligibility and Commencement of Participation
4.2     Continued Participation
4.3     Reemployment
4.4     Excluded Employees
4.5     Change in Employment Classification


                                    Section 5
                         EMPLOYER CONTRIBUTIONS TO PLAN

5.1     Employer Contributions
5.2     Limitations on Contributions
5.3     Time of Payment
5.4     Conditional Employer Contributions
5.5     Employee Contributions.
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<S>     <C>
                                    Section 6
                      ALLOCATION OF EMPLOYER CONTRIBUTIONS

6.1     Participants' Accounts
6.2     Allocations to Participants' Accounts
6.3     Allocations of Contributions and Forfeitures
6.4     Partial Year Allocation
6.5     Overall Limitation on Allocations
6.6     Restriction on Allocating Company Stock to Selling Shareholders


                                    Section 7
                     EXEMPT LOANS TO ACQUIRE COMPANY STOCK

7.1     Acquisition of Company Stock
7.2     Exempt Loans
7.3     Release of Company Stock from Suspense Account
7.4     Employer Guarantee
7.5     Restrictions of Company Stock Acquired With Exempt Loan


                                    Section 8
                                     VESTING

8.1     Vested Interest in Accrued Benefit
8.2     Vesting Years of Service
8.3     Retirement, Death and Disability
8.4     Forfeitures
8.5     Allocation of Forfeitures
8.6     Separate Accounts For Post- and Pre-Break Benefits of Rehired
        Participants
8.7     Treatment of Forfeitures on Rehire
8.8     Special Account - Rehire Prior to Forfeiture
8.9     Amendment of Vesting Schedule
8.10    Forfeitures - Multiple Employers
8.11    Transferred or Rollover Accounts
8.12    Forfeiture Due to Inability to Locate
</TABLE>



                                      iii
<PAGE>   5

<TABLE>
<S>     <C>
                                    Section 9
                             ACCOUNTS AND VALUATION

9.1     Valuation of Assets
9.2     Nonreversion
9.3     Adjustment of Accounts
9.4     Valuation of Accounts Upon Termination
9.5     Transferred Accounts


                                   Section 10
                                    BENEFITS

10.1    Retirement
10.2    Death
10.3    Disability
10.4    Termination of Employment
10.5    Minimum Required Distributions
10.6    Income Tax Withholding and Reporting
10.7    Spendthrift Clause
10.8    Missing Participants or Beneficiaries


                                   Section 11
                            FORM AND TIME OF PAYMENT

11.1    Benefit Elections
11.2    Medium of Payment
11.3    Method of Payment
11.4    Time of Payment
11.5    Hardship Distributions
11.6    Dividends
11.7    Restrictions on Non-Publicly Traded Company Stock


                                   Section 12
                            INVESTMENT OF TRUST FUND

12.1    Investment Policy
12.2    Investment of Cash Contributions
12.3    Other Authorized Investments
12.4    Collective Investment Funds
</TABLE>



                                       iv
<PAGE>   6

<TABLE>
<S>     <C>
12.5    Purchases of Company Stock
12.6    Voting of Company Stock
12.7    Authority of Trustees with Respect to Investments
12.8    Prohibited Transactions
12.9    Diversification of Investments


                                   Section 13
                                    TRUSTEE

13.1    Powers of Trustee
13.2    Payments From the Trust
13.3    Trustee's Compensation, Expenses and Taxes
13.4    Certification of Instructions
13.5    Accounting
13.6    Settlement of Accountings
13.7    Determination of Duties
13.8    Removal, Resignation and Appointment of Successor Trustee
13.9    Receipt of Contributions


                                   Section 14
                           AMENDMENT AND TERMINATION

14.1    Amendment
14.2    Restrictions on Amendment
14.3    Effective Date of Amendments
14.4    Termination and Discontinuance of Contributions
14.5    Distribution of Plan and Trust
14.6    Liquidation of Plan and Trust
14.7    Dissolution of Employer
14.8    Withdrawal by Participating Employer


                                   Section 15
                          ROLLOVERS AND PLAN TRANSFERS

15.1    Transfers of Eligible Rollover Distributions
15.2    Transfers From Qualified Plans
15.3    Accounting for Transferred Funds
15.4    Rollovers From Tax-Sheltered Annuities Prohibited
15.5    Mergers, Consolidations and Transfers of Plan Assets
15.6    Transfers to Other Plans
</TABLE>



                                       v
<PAGE>   7

<TABLE>
<S>     <C>
                                   Section 16
                             ALLOCATION LIMITATIONS

16.1    General Limitations


                                   Section 17
                                CLAIMS PROCEDURE

17.1    Filing of Claim
17.2    Notification of Decision
17.3    Request for Review
17.4    Review


                                   Section 18
                       QUALIFIED DOMESTIC RELATIONS ORDER

18.1    General
18.2    Distributions under QDRO
18.3    Time and Manner of Payment
18.4    Procedures


                                   Section 19
                         STAND-BY TOP-HEAVY PROVISIONS

19.1    General
19.2    Top-Heavy Year
19.3    Definitions
19.4    Top-Heavy Minimum Contributions
19.5    Vesting
19.6    Annual Additions Limitations


                                   Section 20
                            MISCELLANEOUS PROVISIONS

20.1    No Contractual Relationship
20.2    Liability for Benefits
20.3    Inability to Perform
</TABLE>



                                       vi
<PAGE>   8

<TABLE>
<S>     <C>
20.4    Participant's Rights
20.5    Plan and Trust Binding on all Parties
20.6    Conflict of Law Provisions
20.7    Waiver of Notice
20.8    Third Party
20.9    Use of Terms
20.10   USERRA Provisions
</TABLE>



                                       vii
<PAGE>   9

                                COLUMBIA BANCORP

                     RESTATED EMPLOYEE STOCK OWNERSHIP PLAN
                               AND TRUST AGREEMENT


               THIS RESTATED AGREEMENT is hereby adopted by and between Columbia
Bancorp, with principal place of business at The Dalles, Oregon ("Employer") and
Terry Cochran, Jean McKinney, Robert Bailey and Dennis Carver ("Trustees").

               The Board of Directors of Employer have heretofore adopted the
Columbia Bancorp Restated Employee Stock Ownership Plan and Trust Agreement.

               The Plan and Trust has previously been amended and restated
effective for Plan Years beginning January 1, 1991, and has subsequently been
amended.

               The Plan and Trust are hereby further amended and restated to (1)
incorporate all interim amendments made since its restatement in 1991, and (2)
to comply with the provisions of the Small Business Job Protection Act of 1996,
the Taxpayer Relief Act of 1997, GATT and USERRA.

               The Effective Date of the amendment and restatement of this Plan
shall be as follows:

               1. Interim Amendments shall be effective as stated in the
respective amendments.

               2. The provisions required by the Small Business Job Protection
Act of 1996 and the Taxpayer Relief Act of 1997 shall be effective as of January
1, 1997, or such later dates as specifically provided herein.

               3. The increase in the mandatory cash-out provisions from $3,500
to $5,000 shall be effective for Plan Years beginning after December 31, 1998.

               4. The change in "Valuation Date" as defined in Sections 2.30 and
9.4 shall be effective as of termination of employment occurring after October
1, 1999.

               5. Such later effective dates as are specifically provided
herein.

               For Plan Years beginning before the Effective Dates set forth
above, the terms of the Plan prior to its restatement shall control for purposes
of the designated provision.

               The amendment of any plan provision which liberalizes a protected
benefit under Section 411(d)(6) of the Code shall apply on the later of the
adoption date or the Effective Date of this Restated Plan. Any provision which
liberalizes the eligibility, vesting or benefit accrual provisions of the Plan
shall only apply to Employees who are credited with at least one Hour of Service
after the Effective Date or the Effective Date specified for a particular
provision.




<PAGE>   10

                                    Section 1

                                 NATURE OF PLAN


               1.1 Purpose of Plan. The purpose of this Plan is to enable
participating Employees of the Company and of any participating Affiliates to
share in the growth and prosperity of the Company and to provide Participants
with an opportunity to accumulate capital for their future economic security and
to enable Participants to acquire a proprietary interest in the Company.
Consequently, all contributions made to the Trust will be primarily invested in
Company Stock.

               1.2 Design of Plan. This Plan is intended to qualify as an
Employee Stock Ownership Plan, as defined in Section 4975(e)(7) of the Code and
407(d)(6) of the Act, and is designed to qualify under Section 401(a) of the
Code. All assets acquired under this Plan as a result of contributions, income
and other additions to the Trust will be administered, distributed, forfeited
and otherwise governed by the provisions of this Plan which is administered by
the Administrator for the exclusive benefit of Participants in the Plan and
their Beneficiaries.

               1.3 Treatment of Related Employers. For purposes of determining
eligibility, continued participation, Employer Contributions and limitations
thereto, accrual of benefits, forfeitures and vesting, all Employees of all
Related Employers shall be treated as employed by a single Employer to the
extent and in the manner provided herein without regard to whether each Related
Employer has adopted the Plan.

               1.4 Named Fiduciaries. Trustee, Employer and Administrator shall
be the named fiduciaries under the Plan.

               1.5 Allocation of Responsibilities.

                    (a) Administrator shall have the authority to manage and
               control the operation and administration of the Plan pursuant to
               Section 3.

                    (b) Trustee shall have the custody of and the authority to
               manage and control the assets of the Trust Fund pursuant to
               Sections 12 and 13.

               1.6 Funding Policy. The funding policy of the Plan shall be to
make contributions to the Trust to be invested primarily in Company Stock to
provide for retirement benefits for the Participants.




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<PAGE>   11

                                   Section 2

                                   DEFINITIONS

               When used herein, the following words shall have the following
meanings, unless the context clearly indicates otherwise:

               2.1 "Act" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

               2.2 "Account" shall mean the records maintained by the
Administrator pursuant to this Plan for the purpose of determining the accrued
benefit of a Participant or Beneficiary. The Administrator may maintain one or
more subaccounts for a Participant as necessary to accurately reflect the
interest of the Participant. Each Participant's accrued benefit under the Plan
shall be equal to the combined balance of all the subaccounts maintained for the
Participant.

               2.3 "Administrator" shall mean the Employee Representatives
elected by the Employees of the Company (the "Committee").

               2.4 "Affiliate" shall mean any company or business entity in
which Columbia Bancorp or any controlled subsidiary of Columbia Bancorp owns a
controlling interest.

               2.5 "Anniversary Date" shall mean the last day of the Plan Year
(December 31).

               2.6 "Annual Compensation" shall mean all of the earnings which
would be included in the Participant's Form W-2. Annual Compensation shall
include only that compensation which is actually paid to the Participant during
the applicable Plan Year.

               Annual Compensation shall include any amount which is contributed
by the Employer pursuant to a salary reduction agreement and which is not
includible in the gross income of the Employee under Sections 125, 402(e)(3),
402(h) or 403(b) of the Code covering Cafeteria Plans, Cash or Deferred
Arrangements under 401(k) Plans, Salary Reduction Arrangements under Simplified
Employee Pension Plans, and Tax-Sheltered Annuities, but shall not include
contributions to a plan of deferred compensation, amounts realized in connection
with stock options and amounts that receive special tax benefits.

               The Annual Compensation of each Participant taken into account
under the Plan for any year shall not exceed the OBRA '93 Annual Compensation
limit of $150,000, as adjusted by the Commissioner for increases in the cost of
living in accordance with Section 401(a)(17)(B) of the Code. The cost of living
adjustment in effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined (determination period) beginning
in such calendar year. If a determination period consists of



Page 2-1
<PAGE>   12

fewer than 12 months, the OBRA '93 Annual Compensation limit will be multiplied
by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.

               For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Section 401(a)(17) of the Code
shall mean the OBRA '93 Annual Compensation limit set forth in this provision.

               If compensation for any prior determination period is taken into
account in determining an Employee's benefits accruing in the current Plan Year,
the compensation for that prior determination period is subject to the OBRA '93
Annual Compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1994, the OBRA '93 Annual
Compensation limit is $150,000.

               2.7 "Beneficiary" shall mean any individual, Trustee or other
entity who, by the terms of any contract, the terms of the Plan or because of
the designation by the Participant pursuant to the terms of the Plan, is
entitled to receive any amount or benefit in the event of a Participant's death.

               2.8 "Benefit Commencement Date" shall mean the first date of the
first period for which Plan Benefits become payable to a Participant,
Alternative Payee (as defined in Section 414(p)(8) of the Code) or Beneficiary.
The Benefit Commencement Date shall include the annuity starting date for
benefits payable in the form of an annuity and the date benefits first become
payable in the case of any other form of benefit. A payment shall not be
considered to occur after the Benefit Commencement Date if all payments are
actually made merely because actual payment is reasonably delayed for
administrative reasons including delay for calculation of the benefit amount.

               2.9 "Break in Service" means a Plan Year during which an Employee
has not completed more than 500 Hours of Service.

                        (a) One-Year Break in Service means a Plan Year during
                which an Employee has not completed more than 500 Hours of
                Service.

                        (b) Five-year Break in Service means five consecutive
                one-year Breaks in Service.

               Solely for purposes of determining whether a Break in Service for
participation and vesting purposes has occurred in a computation period, an
Employee 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 Employee but for such absence. In any case in which such hours cannot be
determined, eight Hours of Service per day of such absence shall be credited. An
absence from work for maternity or paternity reasons means an absence (a) by
reason of the pregnancy of the Employee, (b) by reason of a birth of a child of
the Employee, (c) by reason of the placement of a child with the Employee in
connection with the adoption of



Page 2-2

<PAGE>   13

such child by such Employee, or (d) 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 (a) in the computation
period in which the absence begins if the crediting is necessary to prevent a
Break in Service in that period, or (b) in all other cases, in the following
computation period.

               2.10 The "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any succeeding statute of substantially similar effect.

               2.11 "Company" shall mean Columbia Bancorp.

               2.12 "Company Stock" shall mean common stock issued by the
Company having a combination of voting power and dividend rights equal to (1)
that class of common stock of the Company having the greatest voting power and
(2) that class of stock of the Company having the greatest dividend rights.

               2.13 "Company Stock Account" shall mean the Account of a
Participant which is credited with the shares of Company Stock purchased and
paid for by the Trust, contributed to the Trust or received as stock dividends.

               2.14 "Disability" shall mean a disability (while employed by the
Company or an Affiliated Company) of a type that entitles the Participant to
receive total disability benefits under Social Security.

               2.15 "ERISA" means the Employee Retirement Income Security Act of
1974.

               2.16 "Employee" shall mean any individual considered to be a
common law employee who is actually employed by Employer maintaining the Plan or
of any Related Employer required to be aggregated with the Primary 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, defined as follows.

               The term "Leased Employee" means any person (other than an
Employee of the recipient) who pursuant to an agreement between the recipient
and any other person ("leasing organization") has performed services for the
recipient (or for the 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 performed under the primary
direction or control of the recipient. 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.


Page 2-3

<PAGE>   14

               A Leased Employee shall not be considered an Employee of the
recipient if: (a) such Employee is covered by a money purchase pension plan
providing: (i) 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 by the Employer pursuant to a salary reduction agreement
which are excludable from the Employee's gross income under Sections 125,
402(e)(3), 402(h) or 403(b) of the Code, (ii) immediate participation, and (iii)
full and immediate vesting; and (b) Leased Employees do not constitute more than
20 percent of the recipient's non-highly compensated work force.

               2.17 "Employer" shall include:

                (a) Columbia Bancorp, the "Primary Employer";

                (b) Any "Participating Employer" which is a Related Employer to
        the Primary Employer, executes a Participating Employer Agreement and
        has Employees who are required to be aggregated with the Primary
        Employer under Sections 414(b), (c), (m), or (o) of the Code; and

                (c) Any successor business to a Primary or Participating
        Employer which shall adopt and maintain the Plan.

               2.18 "Employment Commencement Date" shall mean the date on which
the Employee shall first perform an Hour of Service for the Employer.

               2.19 "Exempt Loan" shall mean a loan to the Trust which complies
with the requirements of Section 4975(d)(3) of the Internal Revenue Code.

               2.20 "Forfeiture" shall mean the non-vested portion of a
Participant's Account which shall not become part of the Plan Benefit.

               2.21 "Hour of Service" shall be:

                (a) Each hour for which an Employee is paid or entitled to
        payment by Employer for the performance of duties during the applicable
        period; and

                (b) 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 will 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 will be calculated and credited pursuant to Section
        2530.200b-2 of the Department of Labor Regulations which is incorporated
        herein by this reference; and



Page 2-4

<PAGE>   15

                (c) Each hour for which back pay, irrespective of mitigation of
        damages, is either awarded or agreed to by the Employer.

                The same Hours of Service will not be credited both under
        paragraph (a) or paragraph (b), as the case may be, and under this
        paragraph (c). These hours will be credited to the Employee for the
        computation period or periods to which the award or agreement pertains
        rather than the computation period in which the award, agreement or
        payment is made.

                Hours of Service will be credited for employment with other
        members of an affiliated service group (under Section 414(m) of the
        Code), a controlled group of corporations (under Section 414(b) of the
        Code), or a group of trades or businesses under common control (under
        Section 414(c) of the Code) of which the adopting Employer is a member,
        and any other entity required to be aggregated with the Employer
        pursuant to Section 414(o) of the Code and the regulations thereunder.
        Such hours will be credited hereunder regardless of whether such other
        member or entity has adopted this Plan; excluding, however, service
        during periods when Employer was not a member of the group or required
        to be aggregated.

                Hours of Service will also be credited for any individual
        considered an Employee for purposes of this Plan under Section 414(n) of
        the Code covering Leased Employees or Section 414(o) of the Code and the
        regulations thereunder.

                (d) If an Employee's compensation is not determined on an hourly
        basis, the Hours of Service set forth in (a) above shall be credited on
        the basis of months worked as follows: a non-hourly paid Employee will
        be credited with 190 Hours of Service if under (a) above such Employee
        would be credited with at least one Hour of Service during the month.

               2.22 "Normal Retirement Date" shall mean the date the Participant
attains age 55 and completes 15 Years of Service.

               2.23 "Other Investments Account" means an Account of a
Participant which is credited with his share of the net income (or loss) of the
Trust and Employer Contributions and Forfeitures in other than Company Stock,
and which is debited with payments made to pay for Company Stock.

               2.24 The "Plan" shall mean the Columbia Bancorp Restated Employee
Stock Ownership Plan set forth herein.

               2.25 "Plan Benefit" shall mean the nonforfeitable interest in a
Participant's Account(s).

               2.26 "Plan Year" shall mean the year on which the Plan records
are kept, which shall be the 12-month period beginning on the first day of
January of each year and ending on the last day of December.


Page 2-5

<PAGE>   16

               2.27 "Related Employer(s)" shall include all corporations which
are members of a controlled group of corporations (as defined in Section 414(b)
of the Code), all trades or businesses (whether or not incorporated) which are
under common control (as defined in Section 414(c) of the Code) and all members
of an affiliated service group (as defined in Section 414(m) and (o) of the
Code) with the Primary Employer.

               2.28 "Trustee" shall mean the trustee or trustees designated by
the Company's Board of Directors or any successor designated herein.

               2.29 "Year of Service" shall mean the computation period during
which the Employee has performed at least 1,000 Hours of Service with Employer.
The computation period shall be as follows:

                (a) For eligibility purposes, a Year of Service shall be as
        defined in Section 4.1(a) herein.

                (b) For accrual of benefits and vesting purposes, the
        computation period shall be the Plan Year.

                (c) If an Employer maintains the plan of a predecessor employer,
        service with the predecessor employer shall be treated as service with
        Employer for purposes of eligibility and vesting under this Plan.

                (d) Service with Valley Community Bank will be treated as
        Service with Employer for purposes of eligibility and vesting.

               2.30 "Valuation Date" shall generally mean the last day of the
Plan Year . For purposes of determining the value of a Plan Benefit for purposes
of Sections 10 and 11, the Valuation Date shall be determined as provided in
Section 9.4.


Page 2-6

<PAGE>   17

                                    Section 3

                                 ADMINISTRATION


               3.1 Assignment of Administrative Authority. A Committee shall be
appointed as the "Administrator" to administer the Plan. This Committee shall
consist of one or more Employees of Employer. Any member may resign by
delivering written resignation to the Committee. Vacancies in the Committee
arising by resignation, death, removal, or otherwise, shall be filled as
provided below. The Committee shall be the "Administrator" of the Plan and shall
be responsible for the administration of the Plan. The Administrator may
delegate, from time to time, by written instrument, all or any part of its
administrative responsibilities and duties hereunder to a person, persons or
organization (including Trustee) approved by the Employer. Any such entity,
person or organization shall be a fiduciary and may resign by delivery of a
written resignation to the Committee. Vacancies arising by resignation, death,
removal or otherwise shall be filled as provided below. The reasonable expenses
of such person, persons or organization in carrying out its authority shall be
an expense of the administration of the Trust, unless Employer elects to pay
such expenses.

               The appointment of the Committee members and the filling of
vacancies shall be the responsibility of the Employee Representatives. The
Employee Representatives shall consist of one Employee Representative for each
county in which an office of Employer is located.

               3.2 Organization and Operation. Administrator shall act by a
majority of its members at the time in office, and such action may be taken
either by a vote at a meeting or by unanimous consent in writing without a
meeting.

               Administrator may authorize any one or more of its members to
execute any document or documents on behalf of Administrator, in which event
Administrator shall notify Trustee in writing of such action and the name or
names of its member or members so designated. Trustee shall thereafter accept
and rely upon any document executed by such member or members as representing
action by Administrator until Administrator shall file with Trustee a written
revocation of such designation.

               Administrator may adopt such bylaws and regulations as it deems
desirable for the conduct of its affairs, and may appoint such accountants,
counsel, specialists and other persons as it deems necessary or desirable in
connection with the administration of the Plan. Administrator shall be entitled
to rely conclusively upon and shall be fully protected in any action taken by it
in good faith in relying upon any opinions or reports which shall be furnished
to it by such accountant, counsel or other specialist.

               3.3 Powers and Duties. Administrator shall have the primary
responsibility for the administration and operation of the Plan and shall have
all powers necessary to carry out the provisions of the Plan. The Administrator
shall determine all questions arising in the administration, interpretation and
application of the Plan and the interpretation of the



Page 3-1

<PAGE>   18

Administrator shall be final and binding on all parties unless such
interpretation is found to be arbitrary and capricious, made in bad faith or
erroneous as a matter of law.

               The Administrator shall:

                (a) Determine the eligibility of each Employee for participation
        in the Plan.

                (b) Establish and maintain Participants' Accounts under the
        Plan.

                (c) Determine the benefits hereunder to which Participants and
        their Beneficiaries are entitled.

                (d) Authorize all disbursements by Trustee from the Trust.

                (e) Set down uniform and nondiscriminatory rules of
        interpretation and administration to the extent necessary or
        appropriate, which may be modified from time to time in light of
        Administrator's experience.

                (f) Publish and file or disclose or cause to be published and
        filed or disclosed all reports and disclosures required by ERISA.

                (g) Direct or assist Trustee in notifying Participants and their
        Beneficiaries of their elections with respect to withholding
        requirements applicable to benefit payments and to withhold from such
        payments, unless Administrator has directed Trustee to withhold.

                (h) Obtain from Participants and their Beneficiaries elections
        with respect to forms of payment of benefits and obtain spousal consent
        and waivers where required.

               3.4 Records and Reports. Administrator shall keep records of its
proceedings and acts, and shall keep such books of account, records and other
data as may be necessary or appropriate for proper administration of the Plan.
Administrator shall maintain records with respect to each Participant sufficient
to determine the benefits due or which may become due to such Participant.
Administrator shall report to each Participant with respect to accrued benefits
if such Participant requests such a report in writing pursuant to the Act. Said
report shall be sufficient, based upon the latest information available, to
inform the Participant of his Plan Benefit under the Plan and the percentage of
such benefits which are nonforfeitable under the Plan. Administrator shall be
responsible for reporting and disclosure requirements under the Act relating to
the Plan, unless another fiduciary of the Plan has agreed to undertake
responsibility for one or more specific requirements.


Page 3-2

<PAGE>   19

               3.5 Payment of Expenses. Unless otherwise determined by the
Employer, Administrator shall serve without compensation for services as such.
Employer may elect to pay all expenses of Administrator. Such expenses shall
include any expenses incident to the functioning of Administrator, including,
but not limited to, fees of accountants, counsel and other specialists, and
other costs of administering the Plan. If an Employer does not elect to pay such
expenses, they shall be paid from the Trust Fund.

               3.6 Agent for Service of Process. The agent for service of
process for the Plan and Trust shall be the Plan Administrator. No Participant
or Beneficiary is entitled to any notice of process unless required by the Act.

               3.7 Indemnity. If the Administrator is an officer, director or
Employee of an Employer, Employer agrees to indemnify Administrator against any
and all claims, loss, damage, expense or liability arising from any action or
failure to act, except when the same is judicially determined to be due to the
gross negligence or willful misconduct of Administrator or such member.

               3.8 Personal Data to Administrator. Each Participant and each
Beneficiary of a deceased Participant must furnish to the Administrator such
evidence, data or information as the Administrator considers necessary or
desirable for the purpose of administering the Plan. The provisions of this Plan
are effective for the benefit of each Participant upon the condition precedent
that each Participant will furnish promptly full, true and complete evidence,
data and information when requested by the Administrator, provided the
Administrator advises each Participant of the effect of his failure to comply
with its request.

               3.9 Address for Notification. Each Participant and each
Beneficiary of a deceased Participant must file with the Administrator from time
to time, in writing, his post office address and any change of post office
address. Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Administrator, or as
shown on the records of the Employer, binds the Participant, or Beneficiary, for
all purposes of this Plan.

               3.10 Employer's Powers and Duties. The Employer, acting through
its Board of Directors, shall have the following duties and responsibilities in
connection with the administration of the Plan:

                (a) Making decisions with respect to amending or terminating the
        Plan.

                (b) Making decisions with respect to the selection, retention or
        removal of Trustees.

                (c) Periodically reviewing the performance of Trustees, the
        members of the Plan Administrator, persons to whom duties have been
        allocated or delegated and any advisers appointed.

                (d) Determining the form and amount of Employer Contributions.


Page 3-3

<PAGE>   20

               The Board of Directors may by written resolution allocate its
duties and responsibilities to one or more of its members or delegate such
duties and responsibilities to any other persons; provided, however, that any
such allocation or delegation shall be terminable upon such notice as the Board
of Directors deems reasonable and prudent under the circumstances.



Page 3-4

<PAGE>   21

                                    Section 4

                                   ELIGIBILITY


               4.1 Eligibility and Commencement of Participation.

                (a) Eligibility Requirements. All Employees (except those
        excluded under Section 4.4 herein) shall be eligible to participate on
        the December 31 following their Employment Commencement Date, provided
        that they have attained age 20 and are credited with at least 1,000
        Hours of Service for the Plan Year ending on that December 31.

                An Employee who fails to meet these requirements by the December
        31 following his Employment Commencement Date shall participate in the
        Plan on the subsequent December 31 after he has attained age 20 and has
        completed at least one full Year of Service in which he is credited with
        at least 1,000 Hours of Service. For this purpose, the eligibility
        computation period for determining the one Year of Service shall first
        be the Plan Year.

                (b) Commencement of Participation. An Employee who has satisfied
        the eligibility requirements shall become a Participant in the Plan on
        the December 31 which occurs after the eligibility service requirement
        is satisfied or the date of attainment of age 20 if it occurs later. An
        Employee must be employed on the December 31 Entry Date in order to
        become a Participant.

               4.2 Continued Participation. Temporary layoffs and leaves of
absence granted by Employer shall not be deemed to be a termination of
employment. Any Participant who fails to return to active employment at or
before the expiration of his leave of absence shall be deemed to have terminated
his employment as of the date of expiration of his leave of absence, except that
should he fail to return because of death or Disability, his service shall be
deemed to have continued until the date of his death or the termination of his
employment for Disability. Employer, in granting leaves of absence, shall follow
uniform rules which shall be consistently applied so that all Participants
similarly situated shall be treated alike.

               4.3 Reemployment. If a Participant is rehired after termination
of employment with Employer, his Years of Service prior to termination of
employment shall be counted for purposes of eligibility and he shall be eligible
to participate in the Plan on his reemployment commencement date.

               4.4 Excluded Employees. The following classes of Employees shall
not be eligible to participate in the Plan:



Page 4-1

<PAGE>   22

                (a) Bargaining Unit Employees. If an Employee is or shall become
        included in a unit of Employees covered by a collective bargaining
        agreement between Employee representatives and Employer, and if
        retirement benefits were the subject of good-faith bargaining between
        such Employee representatives and Employer, then any Employee included
        in such a unit shall not be eligible to participate or to continue to
        participate in this Plan unless the Employee's coverage under this Plan
        was provided for in the collective bargaining agreement. The term
        "employer representatives" does not include any organization of which
        more than one-half of whose members are Employees who are owners,
        officers or executives of an Employer.

                (b) Nonresident Aliens. Those Employees who are nonresident
        aliens and who receive no earned income from the Employer which
        constitutes income from sources within the United States shall not be
        eligible to participate in the Plan.

               4.5 Change in Employment Classification. If a Participant becomes
ineligible to participate because he is no longer a member of an eligible class
of Employees, such Employee shall participate immediately upon his return to an
eligible class of Employees.

               If an Employee who is not a member of the eligible class of
Employees becomes a member of the eligible class, such Employee shall
participate immediately if such Employee has satisfied the eligibility
requirements and would have previously become a Participant had he been in the
eligible class.


Page 4-2


<PAGE>   23

                                    Section 5

                         EMPLOYER CONTRIBUTIONS TO PLAN


               5.1 Employer Contributions.

                (a) Determination. For each Plan Year, Employer Contributions
        under the Plan may be paid to the Trust in such amounts (or under such
        formula) and at such times as may be determined by the Board of
        Directors of Employer.

                (b) Exempt Loan Payments. Employer Contributions shall be made
        in sufficient amounts to cover principal and interest payments on an
        Exempt Loan pursuant to Section 7. Notwithstanding the foregoing,
        Employer Contributions may not be made in amounts which would permit the
        limitation described in Section 16 to be exceeded.

                (c) Form of Contributions. Employer Contributions may be paid to
        the Trust in cash or in shares of Company Stock, as determined by the
        Employer's Board of Directors; provided that Employer Contributions
        shall be paid in cash in such amounts, and at such times (subject to the
        limitations described herein), as needed to provide the Trust with funds
        sufficient to pay in full when due any principal and interest payments
        required by a loan incurred by Trustee to finance the acquisitions of
        Company Stock, except to the extent such principal and interest payments
        have been satisfied by the Trustee from cash dividends paid to it with
        respect to Company Stock.

               5.2 Limitations on Contributions. In no event shall the amount of
Employer's Contributions for a Plan Year exceed:

                (a) The maximum amount allowable as a deduction to Employer
        under the provisions of Section 404 of the Code, as amended.

                (b) An amount which would cause an allocation to be made to a
        Participant's Account which would exceed the maximum "annual addition"
        permitted to be allocated to a Participant's Account under Section 415
        of the Code, as amended, which cannot be returned or reallocated
        pursuant to the provisions of Section 16.

               5.3 Time of Payment. Employer shall pay to Trustee its
contribution for each fiscal year on or before the time prescribed by law for
filing Employer's federal tax return for such year, including granted extensions
of time, and such contribution shall be treated as though it was paid on the
last day of such year, unless otherwise designated.


Page 5-1

<PAGE>   24

               5.4 Conditional Employer Contributions.

                (a) Conditional Contributions. All Employer Contributions made
        by Employer under this Plan to this Trust are conditioned upon the
        deductibility of such contributions under Section 404 of the Code.

                (b) Return to Employer. Upon Employer's request, an Employer
        Contribution may be returned to Employer if the surrounding facts and
        circumstances indicate that:

                        (i) The contribution is attributable to a good-faith
                mistake of fact; or

                        (ii) In the case of a disallowance of a deduction of a
                contribution conditioned on its deductibility under the Code, a
                good-faith mistake is made in determining the deductibility of
                the contribution.

                The return to Employer of the amount of the contribution
        involved must be made within one year of the mistaken payment of the
        contribution, or the date of disallowance of the deduction, as the case
        may be. The return to Employer may occur even if a resulting adjustment
        is made to the Accounts of Participants which are partially or entirely
        nonforfeitable under Section 8 herein. The amount which may be returned
        shall be the excess of (a) the amount contributed over (b): (i) the
        amount that would have been contributed had there not occurred a mistake
        of fact, or (ii) the amount that would have been contributed had the
        deduction been limited to the amount that is deductible after any
        disallowance. Earnings attributable to the contribution to be returned
        may not be returned to Employer, but losses attributable thereto must
        reduce the amount to be returned. If the withdrawal of the amount
        attributable to the mistaken or nondeductible contribution would cause
        the balance of the individual account balance of any Participant to be
        reduced to less than the balance which would have been in the account
        had the mistaken or nondeductible amount not been contributed, then the
        amount to be returned shall be limited so as to avoid such reduction.

               5.5 Employee Contributions. Participant Contributions shall not
be required or permitted.


Page 5-2

<PAGE>   25

                                    Section 6

                      ALLOCATION OF EMPLOYER CONTRIBUTIONS


               6.1 Participants' Accounts. Administrator shall establish and
maintain accounts in the name of each Participant.

                (a) Company Contribution Accounts. All Employer Contributions
        for a Plan Year shall be allocated to a Company Contribution Account
        when paid. There shall be a Company Stock Account and an Other
        Investments Account for each Participant.

                (b) Suspense Account. Company Stock purchased with the proceeds
        of a loan pursuant to Section 7, shall be held in a Suspense Account
        pending release and reallocation to other Accounts as the Loan is paid.

               6.2 Allocations to Participants' Accounts.

                (a) Separate Accounts. Separate Company Stock Accounts and Other
        Investments Accounts will be established to reflect Participants'
        interest under the Plan. Records shall be kept by the Administrator from
        which can be determined the portion of each Other Investments Account
        which at any time is available to meet obligations under a loan in
        accordance with Section 7.

                (b) Company Stock. The Company Stock Account maintained for each
        Participant will be credited with his allocable share determined under
        Section 7 of Company Stock (including fractional shares) purchased and
        paid for by the Trust or contributed in kind to the Trust, with
        Forfeitures of Company Stock, and with any stock dividends on Company
        Stock allocated to his Company Stock Accounts to the extent such
        dividends are not distributed pursuant to Section 11.6. Company Stock
        acquired by the Trust with the proceeds of a loan obtained pursuant to
        Section 7 shall be allocated to the Company Stock Accounts of
        Participants according to the method set forth in Section 7, as the
        Company Stock is released from Suspense Accounts.

                (c) Other Investments. The Other Investments Account under the
        Plan maintained for each Participant will be credited (or debited) with
        its allocable share of the net income (or loss) of the Trust, with any
        cash dividends on Company Stock allocated to his Company Stock Accounts
        to the extent such dividends are not distributed pursuant to Section
        11.6, and with Employer Contributions which have not been used to make
        principal and interest payments on a loan or to purchase Company Stock
        and with Forfeitures in other than Company Stock. Each Other Investments
        Account will be debited for its share of any cash payments for the
        acquisition of Company Stock for the benefit of Company Stock Accounts
        and for any repayment of principal or interest on any loan chargeable to
        Participants' Company Stock Accounts;


Page 6-1

<PAGE>   26

        provided that only the portion of each Other Investments Account which
        is available to meet obligations under loans shall be used to pay
        principal or interest on a loan.


               6.3 Allocations of Contributions and Forfeitures. The Company
Stock and Other Investments held in the Company Contribution Accounts under the
Plan, and Forfeitures incurred for each Plan Year, shall be allocated as of the
last day of such Plan Year (even though receipt of the Employer Contributions by
the Trustee may take place after the close of such Year) among the Company Stock
and Other Investments Accounts of all Participants who have performed at least
1,000 Hours of Service during the Plan Year in proportion to the ratio which
their Annual Compensation for the year bears to the Annual Compensation of all
participating Employees for the year. Annual allocations shall be subject to the
provisions of Section 6.4 covering partial year allocations.

               6.4 Partial Year Allocation.

                (a) Initial Year. With respect to the initial Plan Year in which
        an Employee commences participation, the allocation shall be based upon
        the Participant's Annual Compensation for the entire Plan Year.

                (b) Termination Year. With respect to a Plan Year during which a
        Participant terminates employment for any reason other than retirement,
        disability or death, the Participant (or Beneficiary) shall not be
        entitled to share in the allocation of Employer Contributions and
        Forfeitures made for that Plan Year unless the Participant is employed
        on the last day of the Plan Year.

                (c) Special Allocation Upon Death, Disability or Retirement. If
        the Participant's termination of employment is on account of Death,
        Disability or attainment of Normal Retirement Age under the Plan, the
        Participant (or Beneficiary) shall share in the Employer's Contributions
        and any Forfeitures made and allocated for the Plan Year during which
        the Participant's termination of employment occurs, regardless of the
        number of Hours of Service performed during the Plan Year or whether the
        Participant was employed on the last day of the Plan Year.

               6.5 Overall Limitation on Allocations. The allocation made to a
Participant's Account(s) each Plan Year shall be subject to the additional
limitations contained in Section 16 herein.

               6.6 Restriction on Allocating Company Stock to Section 1042
Selling Shareholders. No portion of the assets of the Plan attributable to (or
allocable in lieu of) Company Stock, which was not readily tradable on an
established securities market, acquired by the Plan in a sale to which Section
1042 of the Code applies may be allocated directly or indirectly or accrued
under the Plan during the non-allocation period for the benefit of the following
individuals:

                (a) Any shareholder of the Employer who makes an election under
        Section 1042(a) of the Code with respect to Company Stock;


Page 6-2

<PAGE>   27

                (b) Any individual who is related to the shareholders referred
        to in (a) above within the meaning of Section 267(b) of the Code;

                (c) Any person who owns after the application of Section 318(a)
        of the Code (without regard to the employee trust exception in paragraph
        (2)(B)(i)) more than 25 percent:

                        (i) Any class of outstanding stock of the Employer or of
                any corporation which is a member of the same controlled group
                of corporation (within the meaning of Section 409(l)(4) of the
                Code; or

                        (ii) The total value of any class of outstanding stock
                of any such corporation.

               For purposes of this paragraph, the non-allocation period shall
mean the period beginning on the date of the sale of the Company Stock and
ending on the later of the date which is 10 years after the date of such sale or
the date of the Plan allocation attributable to the final payment of acquisition
indebtedness incurred in connection with such sale.

               For purposes of this paragraph, a more than 25 percent
shareholder shall be treated as failing to meet the stock ownership limitation
if such person fails such limitation at any time during the one-year period
ending on the date of sale of Company Stock to the Plan or on the date as of
which Company Stock is allocated to Participants in the Plan.



Page 6-3

<PAGE>   28

                                    Section 7

                      EXEMPT LOANS TO ACQUIRE COMPANY STOCK


               7.1 Acquisition of Company Stock. The Trustee is expressly
authorized to acquire Company Stock for cash. However, Company Stock may be
purchased with borrowed funds if such borrowed funds constitute an exempt loan,
pursuant to Section 7.2.

               7.2 Exempt Loans. Administrator may direct Trustee to obtain
loans. Any such loan will meet all requirements necessary to constitute an
"exempt loan" within the meaning of Section 4975(d)(3) of the Code and Treasury
Regulation 54.4975-7(b)(1)(iii) and shall be used primarily for the benefit of
the Participants and their Beneficiaries. The proceeds of any such loan shall be
used, within a reasonable time after the loan is obtained, only to purchase
Company Stock, repay the loan, or repay any prior loan.

               "Exempt Loan" means any loan described in Section 4975(d)(1) of
the Code to the Trustee made or guaranteed by a disqualified person (within the
meaning of Section 4975(e)(2) of the Code), including, but not limited to, a
direct loan of cash, a purchase money transaction, an assumption of an
obligation of the Trustee, an unsecured guarantee or the use of assets of a
disqualified person (within the meaning of Section 4975(e)(2) of the Code) as
collateral for a loan.

               An Exempt Loan shall meet the following conditions:

                (a) The stock purchased must be the sole collateral for the
        Exempt Loan and the creditor shall have no recourse against the Trust
        except with respect to such collateral, contributions that are made to
        the Plan to meet its obligations under the Exempt Loan (other than
        contributions of Company Stock), and earnings attributable to such
        collateral and the investments of such contributions.

                (b) Any such Exempt Loan must be at a reasonable rate of
        interest (as determined under Treasury Regulation 54.4975-7(b)(7)), and
        all other terms of the Exempt Loan must be commercially reasonable.

                (c) Any such Exempt Loan must be for a specific term and cannot
        be payable at the demand of any person except in the case of default.

                (d) The Exempt Loan shall be repaid only from contributions by
        the Employer to the Trust, from amounts earned from the collateral, from
        collateral given for the Exempt Loan in the event of a default on such
        loan, and dividends paid by the Employer attributable to shares
        allocated to Company Stock Accounts of Participants and used to make
        payments on an Exempt Loan.

                (e) The transaction is primarily for the benefit of the
        Participants and their Beneficiaries.


Page 7-1

<PAGE>   29

               7.3 Release of Company Stock from Suspense Account. The Exempt
Loan must provide for a release from encumbrance of Plan Assets used as
collateral for the loan. The purchased shares shall be maintained in a Suspense
Account.

               The number of shares to be released will be determined in the
following manner:

                (a) Special Rule. If the Exempt Loan provides annual payments of
        principal and interest at a cumulative rate that is not less rapid at
        any time than level annual payments of principal and interest over 10
        years, and if (at the time of any renewal, extension or refinancing of
        such Exempt Loan) the sum of the expired duration of the Exempt Loan
        including any renewal or extension period of such Exempt Loan and the
        duration of any new loan does not exceed 10 years, then for each Plan
        Year during the duration of the Exempt Loan the number of shares of
        Company Stock released from such pledge shall equal the number of
        encumbered securities held immediately before release for the current
        Plan Year multiplied by a fraction. The numerator of the fraction is the
        principal paid in such Plan Year. The denominator of the fraction is the
        sum of the numerator plus the principal to be paid for all future years.
        Such years will be determined without taking into account any possible
        extension or renewal periods. To the extent that the net proceeds
        received by the Plan in respect of any Exempt Loan exceed the stated
        principal amount of the Exempt Loan that portion of any interest payment
        that would be deemed to be a repayment of principal under standard loan
        amortization tables shall be treated as principal paid or principal to
        be paid, as the case may be, for purposes of the above calculation.

                (b) General Rule. If the Exempt Loan does not satisfy the
        conditions stated in subparagraph (a), then for each Plan Year during
        the duration of the Exempt Loan, the number of shares of Company Stock
        released from such pledge shall equal the number of encumbered
        securities held immediately before release for the current Plan Year
        multiplied by a fraction. The numerator of the fraction is the sum of
        principal and interest paid in such Plan Year. The denominator of the
        fraction is the sum of the numerator plus the principal and interest to
        be paid for all future years. The number of future years will be
        determined without taking into account any possible extension of renewal
        periods and will be definitely ascertainable. If the interest rate on
        the Exempt Loan is variable, the interest to be paid in all future years
        for purposes of this paragraph will be computed by using the interest
        rate applicable as of the last day of the applicable Plan Year.

               The shares released during any fiscal year shall be allocated in
accordance with Section 6 to the Accounts of Participants who satisfy the
requirements of such section for such year.

               7.4 Employer Guarantee. Notwithstanding any provision herein,
Employer may guarantee repayment of such loan by the Trust to any creditor
thereof.


Page 7-2

<PAGE>   30

               7.5 Restrictions of Company Stock Acquired With Exempt Loan. No
security acquired with borrowed funds may be subject to a "put", call or other
option, or buy-sell or similar arrangement while held by and when distributed
from the Plan, except as provided in Sections 11.8, 11.9 and 11.10.


Page 7-3

<PAGE>   31

                                    Section 8

                                     VESTING


               8.1 Vested Interest in Accrued Benefit. Except as provided in
Sections 5.4 and 8.3, a Participant shall have a vested interest in his Accrued
Benefit in the Employee Stock Ownership Plan derived from Employer Contributions
and accumulations thereon as follows:

<TABLE>
<CAPTION>
               Years of Service                           Vested Interest
               ----------------                           ---------------
<S>                                                       <C>
               Less than 2 years                                0%
               2 years but less than 3                         20%
               3 years but less than 4                         40%
               4 years but less than 5                         60%
               5 years but less than 6                         80%
               6 years or more                                100%
</TABLE>

               8.2 Vesting Years of Service. For the purpose of determining
Years of Service for vesting purposes:

                (a) Years of Service shall be Plan Years as defined in Section
        2.29; provided, however, the Employee need not be employed at the
        beginning or the end of the Plan Year if at least 1,000 Hours of Service
        have been performed during the Plan Year.

                (b) Years of Service after a Break in Service shall not be taken
        into account to increase a Participant's vested percentage in Accrued
        Benefits which accrued prior to the Break in Service if the Participant
        incurs a five-year Break in Service. Separate Accounts shall be
        established pursuant to Section 8.6 to account for pre-break and
        post-break Accrued Benefits.

               8.3 Retirement, Death and Disability. A Participant's interest in
his Accrued Benefit shall be fully vested regardless of his Years of Service
upon the occurrence of (a) attainment of Normal Retirement Date, (b) death while
employed by Employer or, (c) Disability.

               8.4 Forfeitures. A Forfeiture will be deemed to occur when a
Participant incurs a one-year Break in Service and either has no vested interest
under the Plan, or has received a cash-out distribution upon termination of
participation in the Plan.

               A cash-out distribution must consist of the Participant's entire
vested account balance(s). If the vested value of the Participant's account
balance(s) is zero upon termination (due to a 100 percent Forfeiture), the
Participant shall be deemed to have received a cash-out distribution of the
accrued benefit. The Forfeiture of the non-vested account balance(s) shall


Page 8-1

<PAGE>   32

occur as of the last day of the Plan Year during the which the cash-out
distribution is made or is deemed to have been made.

               8.5 Allocation of Forfeitures. Any amount in a Participant's
Account which is not vested upon the Participant's termination of employment in
accordance with the Plan's vesting schedule shall be held in an unallocated
Account in accordance with the following procedure:

                (a) If the Participant resumes employment prior to the time when
        a Forfeiture occurs, the Account shall be credited back to his
        Participant Account.

                (b) If the Participant does not resume employment prior to the
        time when a Forfeiture occurs, the Account shall be forfeited and shall
        be reallocated and applied on the last day of the Plan Year during which
        the Forfeiture occurs in accordance with the provisions of the Plan
        applicable at that time.

                (c) The amount of any Forfeiture shall first be deducted from
        the Participant's Other Investment Accounts. If the Participant's Other
        Investment Accounts are not sufficient, the remainder of the Forfeiture
        shall be deducted from the Participant's Company Stock Account.

                (d) The Account shall share in allocations of Trust income and
        losses and market value adjustments and shall be treated as a part of
        the Participant's Account for such purposes.

                (e) In the event of a discontinuance of contributions or a
        termination of Employer's Plan which requires full vesting of the
        affected Participant's Account, and if such event occurs at a time
        before a Forfeiture occurs with respect to an affected terminated
        Participant's non-vested account balance(s), then the unallocated
        Accounts of such terminated Participants shall be credited back to the
        Participant's Account(s) and shall be fully vested and nonforfeitable.

               8.6 Separate Accounts For Post- and Pre-Break Benefits of Rehired
Participants. If a Participant who was not fully vested resumes employment after
incurring a one-year Break in Service, and has not received a cash-out
distribution, the following Accounts shall be established:

                (a) A new Account shall be created for the Participant for
        allocations of Employer Contributions and Forfeitures made after
        resumption of employment. The Account shall be subject to the vesting
        schedule under Section 8.1, taking into account Years of Service before
        and after the one-year Break in Service occurred.

                (b) The undistributed balance of the Participant's old Account
        shall be carried as a separate Account which shall be fully vested.



Page 8-2

<PAGE>   33

                (c) At such time as the post-break Account established under (a)
        becomes fully vested, the two Accounts shall be combined.

                (d) In the event the Participant is rehired before incurring a
        five-year Break in Service, repays the amount of the distribution as
        provided herein and has the Forfeiture restored, then the Accounts
        established hereunder shall be combined with the paid back and restored
        amounts and shall be subject to the vesting schedule under Employer's
        Plan, taking into account Years of Service before and after the Break in
        Service.

               8.7 Treatment of Forfeitures on Rehire. If a Participant incurs a
Forfeiture and is subsequently rehired, the Forfeiture shall remain forfeited or
shall be restored as follows:

                (a) After Five Years. If the Participant is rehired after
        incurring a five-year Break in Service, Years of Service after such
        five-year Break in Service period shall not be counted for purposes of
        determining the Participant's vested interest in pre-break benefits, and
        the Forfeiture incurred shall remain forfeited.

                (b) Before Five Years.

                        (i) If the Participant is rehired before incurring a
                five-year Break in Service and received or is deemed to have
                received a cash-out distribution before being rehired, any
                Forfeiture which occurred prior to rehire shall be restored if
                the Participant repays to the Plan the full amount of the
                cash-out distribution and the repayment is made on or before the
                earlier of the following times: (a) five years after the first
                date on which the Participant is subsequently rehired or (b) the
                close of the five-year Break in Service period commencing after
                the distribution.

                        The restored amount shall be the same dollar amount
                which was forfeited, unadjusted for gains or losses occurring
                subsequent to the date of the Forfeiture. The restored amount
                shall be made first from the Forfeitures occurring during the
                Plan Year in which the repayment is made, and if necessary the
                Employer(s) shall contribute an amount to make the required
                restoration. If the Participant does not repay as provided
                above, the Forfeiture shall remain forfeited.

                        (ii) If the Participant's entire Account was forfeited,
                and no actual distribution of any Plan Benefit was distributed
                before rehire, then any Forfeiture which occurred prior to
                rehire will be restored if the Participant is rehired within the
                five-year period prescribed above. For purposes of applying the
                repayment and restoration provisions above, the rehired
                Participant shall be treated as repaying his deemed cash-out
                distribution on the date of rehire.


Page 8-3

<PAGE>   34

                        The amount repaid by the Participant, if any, and the
                amount restored by the Plan on behalf of the Participant shall
                be used to purchase Company Stock (based on the most recent
                Company Stock Valuation) which shall be allocated to the
                Participant's Company Stock Account.

               8.8 Special Account - Rehire Prior to Forfeiture. If a
distribution is made to a partially vested Participant before a one-year Break
in Service occurs and the Participant is rehired before a one-year Break in
Service occurs, the following provisions shall apply:

                (a) No Forfeiture shall occur, and the Participant's unallocated
        Account established hereunder shall be credited back to the
        Participant's Account; and

                (b) A separate Account shall be established for the
        Participant's interest in the Plan as of the time of distribution; and

                (c) At any relevant time, the Participant's vested portion of
        the separate Account shall not be less than the amount ("X") determined
        by the formula: X = P (AB + D) - D. For purposes of applying the
        formula: P is the vested percentage at the relevant time; AB is the
        account balance at the relevant time; and D is the amount of
        distribution.

               8.9 Amendment of Vesting Schedule. No amendment of the vesting
schedule shall directly or indirectly deprive a Participant of nonforfeitable
rights to benefits accrued to the date of the amendment. Further, if the vesting
schedule of the Plan is amended, or the Plan is amended in any way that directly
or indirectly affects the computation of any 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 Years of
Service with the Employer may elect, within a reasonable period after the
adoption of the amendment or the change, to have the nonforfeitable percentage
computed under the Plan without regard to such amendment.

               An amended vesting schedule will apply to a Participant only if
the Participant receives credit for at least one Hour of Service after the new
schedule becomes effective.

               The 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:

                (a) 60 days after the amendment is adopted;

                (b) 60 days after the amendment becomes effective; or

                (c) 60 days after the Participant is issued written notice of
        the amendment by Employer or Administrator.



Page 8-4

<PAGE>   35

               8.10 Forfeitures - Multiple Employers. Forfeitures resulting from
contributions of all Employers shall be reallocated for the benefit of
Participants and Beneficiaries of the Primary Employer and all Participating
Employers in the manner designated without regard to which contributing group
member employs the Participant.

               For purposes of determining and allocating a Participating
Employer's Contribution, a Participant's compensation includes compensation from
all Participating Employers. If a Participant receives compensation from more
than one Participating Employer during a Plan Year, Administrator shall
determine Employer's Contribution and allocations to Participant by prorating
the Participant's compensation among the Participating Employers.

               8.11 Transferred or Rollover Accounts. If Employer's Plan shall
receive any Accounts as a result of a rollover or a plan transfer, such Accounts
shall be fully vested and nonforfeitable.

               8.12 Forfeiture Due to Inability to Locate. If a Participant's
Plan Benefit becomes payable and the Administrator, after a reasonable search
cannot locate the Participant (or his Beneficiary who is entitled to payment),
the Plan Benefit shall be forfeited as provided in Section 10.9 herein. If the
Participant or his Beneficiary subsequently presents a valid claim for benefits,
the Administrator shall reinstate the Plan Benefit in the manner provided in
Section 10.9.



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<PAGE>   36

                                    Section 9

                             ACCOUNTS AND VALUATION


               9.1 Valuation of Assets.

                (a) Non-Company Stock Assets. Trustee, as of the last day of
        each Plan Year (and at such other time or times as Administrator shall
        direct), shall determine the net worth of the assets of the Trust Fund
        (other than Company Stock Accounts) and report such value to
        Administrator in writing. In determining such net worth Trustee shall
        evaluate the assets of the Trust Fund at their fair market value as of
        such Valuation Date and shall deduct all expenses for which the Trustee
        has not yet obtained reimbursement from Employer or from the Fund. Such
        valuation shall not include any contribution made by Employer for the
        fiscal year ending as of such Valuation Date and shall not include any
        investments in Company Stock.

                The value thus determined shall be allocated to the "Other
        Investment Accounts" of each Participant in a ratio which each such
        Participant's "Other Investment Accounts" as of the accounting date,
        excluding segregated accounts, bears to the account balances as of the
        accounting date and prior to such evaluation, or all Participants'
        "Other Investment Accounts", excluding segregated accounts. Company
        Stock in "Company Stock Accounts" shall not be taken into account in
        such allocation.

                (b) Company Stock. If Company Stock is readily tradable on an
        established securities market, the fair market value of Company Stock
        shall be based upon the offering price established by current bid and
        asked prices quoted by persons independent of the Company, pursuant to
        Section 3(18)(A)(ii) of ERISA. In the absence of Company Stock trading
        on an established securities market, all valuations of Company Stock
        pursuant to activities carried on by the Plan shall be made by an
        independent appraiser meeting requirements similar to those contained in
        Treasury Regulations under Section 170(a)(1) of the Code.

               9.2 Nonreversion. Under no circumstances shall any part of the
corpus or income of the Trust (including Forfeitures) ever revert to or inure to
the benefit of Employer or be used for any purpose whatsoever other than for the
exclusive purposes of providing benefits to Participants in the Plan and their
Beneficiaries and defraying reasonable expenses of administering the Plan,
except as provided in Section 5.4.

               9.3 Adjustment of Accounts. As of the Anniversary Date (and at
such interim Valuation Date as Administrator may direct), and before crediting
the amount of any contributions and Forfeitures for the year of Employer
allocated to the Participants, Administrator shall adjust and make allocations
to the Accounts of Participants, as follows:


Page 9-1

<PAGE>   37

                (a) In the case of Participants who first became Participants
        during the current Plan Year, or whose Accounts have been segregated
        pursuant to Section 10, no allocation shall be made to their Accounts.

                (b) In the case of all other Participants, their Accounts,
        including unallocated Forfeiture Accounts under Section 8.5, shall be
        adjusted as follows:

                        (i) Adjust the Account to reflect proportionately any
                adjustment of fair market value of assets made pursuant to
                Section 9.1.

                        (ii) Allocate proportionately to the Account any income
                or losses incurred by the Trust.

                        (iii) Such adjustment of and allocation to the Account
                shall be made in the proportion that the value of the Account on
                the preceding Valuation Date bears to the value on the preceding
                Valuation Date of the Accounts of all such Participants.

                (c) In the case of all Participants who are entitled to share in
        Employer Contributions and Forfeiture allocations for the current year,
        there shall be credited to each such Participant's Account that portion
        of Employer's current contribution and Forfeitures accruing during the
        current year that is allocable to them and any Company Stock released
        from the Suspense Account, as provided in Sections 6 and 7 herein.

                (d) The time determined by Administrator for adjustment
        hereunder shall be the "Valuation Date" which shall be at least once
        each Plan Year.

               9.4 Valuation of Accounts Upon Termination. Should a Participant
terminate employment, retire, become disabled or die, the Participant's Accounts
shall be valued on the date of distribution.

               9.5 Transferred Accounts. Assets received on behalf of a
Participant as rollovers and assets transferred from other plans shall be
accounted for in a separate Account. Transfers from other plans and rollovers
may be combined with the Participant's Account(s) under this Plan when the
Participant's Account(s) under this Plan becomes fully vested, unless required
to be separately accounted for.



Page 9-2

<PAGE>   38

                                   Section 10

                                    BENEFITS


               10.1 Retirement. When a Participant attains the Normal Retirement
Date and terminates employment with Employer, Administrator shall direct Trustee
to distribute the Plan Benefit to the Participant pursuant to the provisions of
this Plan.

                (a) Normal retirement shall occur when a Participant reaches the
        Normal Retirement Date designated in Section 2.22 and terminates
        employment with Employer.

                (b) Deferred retirement may occur if a Participant continues
        employment with Employer beyond the Normal Retirement Date. During any
        period of continued employment, the Participant shall continue to
        participate in the Plan until actual retirement, when participation
        shall cease.

               10.2 Death.

                (a) Benefits. Upon the death of a Participant, Administrator
        shall direct Trustee to distribute the Participant's Plan Benefit to the
        Beneficiaries designated pursuant to the applicable provisions of this
        Plan. The Plan Benefit shall be equal to the value of the deceased
        Participant's Account(s) which have not been distributed at the time of
        death or the survivor's portion of any annuity which has been purchased
        for the Participant. The deceased Participant's Account(s) shall include
        the proceeds of any life insurance policies on the life of the
        Participant earmarked for such Accounts and the proceeds shall be
        distributed to the Beneficiary. Any key man life insurance acquired as a
        general asset of the Trust and not earmarked for the deceased
        Participant's Account shall be treated as a gain to the Trust and
        allocated proportionately, based upon account balances to all Trust
        Accounts (except segregated accounts) as of the date of death.

                (b) Proof of Death. Administrator may require such proper proof
        of death and such evidence of the right of any person to receive payment
        of the Account value of a deceased Participant or former Participant as
        Administrator may deem desirable.

                (c) Designation of Beneficiary. Each Participant may designate a
        Beneficiary of the Participant's Plan Benefit which becomes payable on
        account of the death of the Participant. Such designation shall be made
        in a form satisfactory to Administrator and in accordance with the
        requirements of Section 401(a)(9) of the Code and the applicable
        regulations. The designation shall name a specific Beneficiary or
        Beneficiaries. A valid irrevocable trust with identifiable trust
        beneficiaries may be designated if a copy of the trust instrument is
        provided to Administrator prior to the date of Participant's death. Any
        Participant may, at any time, revoke or change the



Page 10-1

<PAGE>   39

        designation of Beneficiary by filing written notice of such revocation
        or change with Administrator. Any change requires a new designation made
        in accordance with these provisions and shall automatically revoke all
        prior designations.

                A designation or change of a designation by a married
        Participant of a Beneficiary other than the surviving spouse shall not
        be effective unless one of the following applies:

                        (i) The spouse (or the spouse's legal guardian if the
                spouse is legally incompetent) executes a consent in writing
                that acknowledges the identity of the specific non-spouse
                Beneficiary (including any class of Beneficiaries or any
                contingent Beneficiaries) who will receive the benefit. If the
                designation is a trust, the Participant's spouse need only
                consent to the trust and need not consent to the specific trust
                Beneficiaries or changes to Beneficiaries.

                        (ii) The spouse (or the spouse's legal guardian if the
                spouse is legally incompetent) executes a general consent which
                permits the Participant to change the beneficiary designation
                without any requirement of further consent by the spouse. A
                general consent executed after October 21, 1986, must state that
                the spouse has the right to limit consent to a specific
                Beneficiary (or a specific optional form of benefit where
                applicable) and that the spouse voluntarily elects to relinquish
                such right.

                        (iii) The consent cannot be obtained because (a) the
                spouse cannot be located, (b) the Participant obtains a court
                order (in the absence of a Qualified Domestic Relations Order)
                that the Participant is legally separated or has been abandoned
                by his or her spouse (within the meaning of local law), or (c)
                because of other circumstances provided by applicable
                regulations.

                        Any consent must be in writing and be witnessed by a
                plan representative or a notary public. The consent may, by its
                terms, preclude the spouse from revoking the consent after it
                has been given.

                (d) Effect of Divorce. If the Participant's marital status
        changes after the Participant has designated a Beneficiary, the
        following shall apply subject to any applicable qualified domestic
        relations order:

                        (i) If the Participant is married at death but was
                unmarried when the designation was made, the designation shall
                be void unless the spouse had consented to it in the manner
                prescribed above.

                        (ii) If the Participant is unmarried at death but was
                married when the designation was made, any designation of the
                ex-spouse as a Beneficiary shall be void but a designation of a
                non-spouse Beneficiary shall remain valid.



Page 10-2

<PAGE>   40




                        (iii) If the Participant was married when the
                designation was made and is married to a different spouse at
                death, the designation shall be void unless the new spouse has
                consented to it in the manner prescribed above.

                (e) Failure to Designate a Beneficiary. If any Participant shall
        fail to designate a Beneficiary, if all designated beneficiaries shall
        have predeceased the Participant, or if the beneficiary designation on
        file with Administrator is not valid at the time of Participant's death,
        then Administrator shall distribute the Participant's Plan Benefits as
        follows:

                        (i) To the Participant's surviving spouse, or if there
                be none surviving,

                        (ii) To the Participant's children, in equal shares, or
                if there be none surviving,

                        (iii) To the estate of the Participant.

               10.3 Disability. In the event of a Participant's Disability,
Administrator shall direct Trustee to distribute his Plan Benefit to him
pursuant to the provisions of the Plan.

               A Participant who is disabled as defined in Section 2.14 herein
may, by giving at least 90 days' notice, direct the Administrator to distribute
all or a portion of the Participant's nonforfeitable account balance as an
accident or health disability benefit.

               10.4 Termination of Employment. If a Participant shall terminate
employment with Employer for any reason other than those specified in the
preceding paragraphs of this section, participation in the Plan shall cease, the
Participant's Account(s) shall be subject to the vesting schedule in Section
8.1, and the Participant's Plan Benefit shall be distributed pursuant to the
following provisions of the Plan.

               10.5 Minimum Required Distributions. Any distribution provisions
which are required in order to comply with Section 401(a)(9) of the Code and the
regulations thereunder shall override any inconsistent distribution provisions
in the Plan. The distribution of a Participant's interest in the Plan must begin
by the Required Beginning Date defined in Section 11.4. The amount of the
distribution must satisfy the minimum distribution requirements under Section
401(a)(9) of the Code and the applicable Treasury Regulations, including the
minimum distribution incidental benefit requirement ("MDIB") of Section
1.401(a)(9)-2 of the Treasury Regulations.

               The minimum distribution to be made each year will be an amount
equal to the quotient obtained by dividing the Participant's adjusted account
balance by the life expectancy of the Participant (or the joint life and last
survivor's expectancy of such Participant and his or her designated
Beneficiary). Life expectancy and joint and last survivor expectancy are
computed by the use of the return multiples contained in Section 1.72-9 of the
Treasury Regulations. For purposes of this computation, a Participant's life
expectancy may be



Page 10-3

<PAGE>   41
recalculated (but not more frequently than annually) upon the written election
of the Participant (or his spouse - Beneficiary, if Participant has died) made
no later than the time of the first required minimum distribution under this
election. The election shall be irrevocable and shall apply with respect to the
Participant (or spouse) and to all subsequent years. The life expectancy of a
non-spouse Beneficiary shall not be recalculated.

               The Participant's adjusted account balance for purposes of this
section shall be the account balance as of the latest Valuation Date in the
valuation calendar year (the calendar year immediately preceding the
distribution calendar year for which a minimum distribution is being made)
increased by any contributions or Forfeitures allocated to the Account and
decreased by any distributions made from the Account subsequent to such
Valuation Date and by the December 31 of the valuation calendar year. Any
portion of the minimum distribution for the first distribution calendar year is
made after the close of that year shall be treated as a distribution made in the
first distribution calendar year.

               The minimum required distribution for the first distribution
calendar year must be made by the Required Beginning Date. The minimum required
distribution for each subsequent distribution calendar year, including the
calendar year in which the Participant's Required Beginning Date falls, is due
by December 31 of that year. If the Participant receives distribution in the
form of a Nontransferable Annuity Contract, the distribution satisfies this
section if the contract complies with the requirements of Section 401(a)(9) of
the Code and the applicable Treasury Regulations.

               If the Participant's spouse is not his designated Beneficiary,
the method of payment to the Participant (beginning on or after the
Participant's required beginning date and before his death) shall not provide
more than incidental benefits to the Beneficiary. A Participant's benefit shall
satisfy the minimum distribution incidental benefit ("MDIB") requirements
described in Treasury Regulation Section 1.401(a)(9)-2 and shall be computed
using the lesser of the applicable life expectancy factor set forth in Treasury
Regulation Section 1.401(a)(9)-1 or the applicable MDIB divisor set forth in
Treasury Regulation Section 1.401(a)(9)-2. The MDIB divisor shall be disregarded
following the Participant's death.

             10.6 Income Tax Withholding and Reporting. Prior to making any
distribution to Participants or Beneficiaries, Administrator shall require the
recipient to complete the applicable income tax withholding certificate for
distributions from qualified retirement plans (IRS Form W-4P). Administrator
shall also complete and file with the appropriate agencies, if required by law,
the Statement for Recipients of Total Distributions (IRS Form 1099-R) and any
other reports required by law. Administrator shall also comply with any similar
requirements applicable for state income tax purposes.

               10.7 Spendthrift Clause. The provisions hereof are intended as
personal protection for the Participants. No Participant shall have any right to
assign, anticipate or hypothecate his Account, nor shall any such assets be
subject to seizure by legal process or be in any way subject to the claims of
any creditor of such Participant; provided, however, a Participant may pledge
his vested interest under this Plan herein as security for a loan made from the
Trust to the Participant which is exempt from the tax imposed by Section 4975 of
the



Page 10-4

<PAGE>   42

Code by reason of Section 4975(d)(1) of the Code, and provided further,
Administrator may direct trustee to comply with a Qualified Domestic Relations
Order, as defined in Section 414(p) of the Code and in compliance with the
procedures set forth in Section 414(p) of the Code and any applicable
regulations issued thereunder. Administrator may disregard any assignment of an
interest in the Plan to the extent the assignment is security for a participant
loan which is not exempt under Section 4975(d)(1) of the Code.

               10.8 Missing Participants or Beneficiaries. In the event a
distribution is to be made to a Participant or a Beneficiary who cannot be
located after the benefit becomes payable, the Administrator shall make
reasonably diligent attempts to ascertain the whereabouts of the Participant or
Beneficiary, by notifying any such Participant or Beneficiary by certified or
registered mail addressed to his last known address of record with the
Administrator or Employer that he is entitled to a distribution under the Plan.
If the Participant or Beneficiary fails to claim his distributive share or make
his whereabouts known in writing to the Administrator within six months from the
date of mailing of the notice, the account shall be forfeited and allocated to
those Participant's entitled to an allocation of forfeitures pursuant to Section
6 as of the last day of the Plan Year coinciding with or following the
expiration of the six-month period. In the event the Participant or Beneficiary
is located subsequent to the forfeiture and makes a claim for benefits, the
forfeited benefit shall be reinstated and restored to the same dollar amount of
the benefit forfeited, unadjusted for any gains or losses occurring subsequent
to the date of the forfeiture. Administrator shall make the restoration during
the Plan Year in which the Participant or Beneficiary makes the claim first from
the amount, if any, of forfeitures occurring during the Plan Year in which the
reinstatement occurs and then from the amount, or additional amount, Employer
shall contribute to enable Administrator to make the required restoration.
Administrator shall direct Trustee to distribute the Participant's or
Beneficiary's restored account to him not later than 60 days after the close of
the Plan Year in which the Administrator restores the forfeited benefit.



Page 10-5

<PAGE>   43

                                          Section 11

                                   FORM AND TIME OF PAYMENT`


               11.1 Benefit Elections. If the Participant is eligible to receive
a Plan Benefit in excess of $5,000, the Administrator shall provide a benefit
election notice to a Participant at least 30 days (unless waived) and not more
than 90 days prior to the Benefit Commencement Date.

               Such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations and this
Section 11.1, provided that:

                (a) 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).

                (b) If Employer's Plan provides an Annuity option form of
        payment, the distribution cannot commence within seven days after the
        notice is provided, and the Participant's spouse must be provided with
        the notice and must consent to the earlier distribution

                (c) The Participant, after receiving the notice, affirmatively
        elects a distribution.

               The notice shall explain the optional forms of benefit under the
Plan, including the material features and relative values of the options, and
the Participant's right to defer distribution until the Participant attains the
later of age 62 or the Normal Retirement Date. A benefit election shall not be
made before the Participant receives the benefit election notice and shall not
be made prior to the Benefit Commencement Date. Optional forms of benefit may
not be conditioned upon the discretion of Employer, Administrator, Trustee,
fiduciary, independent third party or any other person (other than the
Participant) except for such administrative discretion as may be permitted by
regulations.

               11.2 Medium of Payment. Distribution of a Participant's Plan
Benefit will be made in the following manner: at least 30 days prior to the
Benefit Commencement Date the Participant or Beneficiary entitled to such
distribution will be notified in writing by the Administrator of his right to
demand that all or any part of the distribution be made in shares of Company
Stock; provided, however, if Company Stock is readily tradable on an established
market, a Participant does not have the right to demand distribution in the form
of Company Stock. The Participant or Beneficiary, may, within 15 days following
the date of the Administrator's notification of such right (if required), notify
the Administrator in writing of his demand that all or a specified portion of
the distribution be made in whole shares of Company Stock. If the Participant or
Beneficiary exercises such right of demand, the balance



Page 11-1

<PAGE>   44

in the Participant's Other Investment Accounts, to the extent necessary to
comply with such demand, will be used to acquire whole shares of Company Stock
for distribution at the then fair market value (as determined by the
Administrator pursuant to Section 9.1(b)), with the value of the fractional
shares distributed in cash. In the absence of the timely exercise of such right
as set forth above, or if the Participant demands that less than all of such
distribution be made in shares of Company Stock, distribution of the
Participant's Accounts, or the portion thereof not demanded in shares of Company
Stock, will be made in shares of Company Stock. The right of a Participant to
receive a distribution in shares of Company Stock pursuant to this Section shall
not apply to the extent the Participant is a Qualified Participant who makes a
valid and timely election for a distribution pursuant to Section 12.10.

               11.3 Method of Payment. The distributions provided hereunder
shall be made in one of the following forms as determined by the Participant.
The distribution of Company Stock shall be valued at its fair market value on
the date of its distribution. The minimum required distributions made pursuant
to Section 10.5 may be paid in annual installments.

                (a) A lump-sum payment of the amount of Plan Benefit
        distributable at the applicable time.

                (b) Installment Payments. Distributions may be made in
        substantially equal annual payments over a period of five years unless
        the Participant otherwise elects under other provisions of the Plan. In
        no event shall such distribution period exceed the period permitted in
        Section 401(a)(9) of the Code, if applicable. The amount shall be
        segregated in a segregated account. The installment payments will
        include accrued net income derived from the segregated account and will
        reflect any increase or decrease in value of the segregated assets.

                If the fair market value of Participant's Account attributable
        to Company Stock is in excess of $735,000 (multiplied by the Adjustment
        Factor as prescribed by the Secretary of the Treasury) as of the date
        distribution is required to begin, distributions shall be made in
        substantially equal annual payments over a period not longer than five
        years plus an additional one year (up to an additional five years) for
        each $145,000 increment or fraction of such increment, by which the
        value of the Participant's Account exceeds $735,000 (as indexed), unless
        the Participant otherwise elects under the other applicable provisions
        of the Plan. In no event shall such distribution period exceed the
        period permitted under Section 401(a)(9) of the Code.

                (c) Direct Rollovers.

                        (i) General. 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.


Page 11-2

<PAGE>   45

                        (ii) 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: (1) 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 10 years or more; (2) any distribution to the extent such
                distribution is required under Section 401(a)(9) of the Code;
                (3) the portion of any distribution that is not includable in
                gross income (determined without regard to the exclusion for the
                net unrealized appreciation with respect to Employer
                Securities); and (4) for distributions made after December 31,
                1998, any hardship distribution described in Section
                401(k)(2)(B)(i)(V) of the Code.

                        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) Protected Benefits. Any optional form of protected benefit
        required to be continued pursuant to Section 411(d)(6) of the Code for
        affected Participants shall be continued.

               11.4 Time of Payment.

                (a) Retirement, Death or Disability. If the Participant
        terminates employment with Employer by reason of the attainment of
        Normal Retirement Date under the Plan, death or Disability, the
        distribution of the Participant's Plan Benefits shall be made as
        follows:


Page 11-3

<PAGE>   46

                        (i) An initial lump-sum payment of the balance in the
                Participant's account at the time the event occurred shall be
                distributed as soon as administratively feasible after the event
                occurred.

                        (ii) The Participant's share of the Employer's
                contribution and any forfeitures for the Plan Year during which
                the event occurred shall be distributed as soon as
                administratively feasible after the Participant's share thereof
                is determined and paid to the Trust.

                (b) Other Termination. If the Participant terminates employment
        with Employer for any reasons other than those enumerated in paragraph
        (a) above, distribution of the Participant's Plan benefit will begin as
        soon as administratively feasible after the Participant's termination of
        employment occurred, unless the Participant elects to delay the time of
        payment.

                (c) If the Participant terminates employment with Employer for a
        reason other than those described in paragraph (a) above and is
        reemployed by the Company before distribution is required to begin under
        (b) above, distribution to the Participant, prior to any subsequent
        termination of employment with Employer, shall be in accordance with
        other terms of the Plan.

                (d) If the Participant's Plan benefit includes any Company Stock
        acquired with the proceeds of an Exempt Loan described in Section
        404(a)(9) of the Code, distribution may be delayed until the close of
        the Plan Year in which such loan is repaid in full.

                (e) Restrictions on Immediate Distributions. If the value of the
        Participant's Plan Benefit is more than $5,000 (or at the time of any
        prior distribution was more than $5,000), the Plan Benefit may not be
        distributed prior to the Participant's attaining the later of the Normal
        Retirement Date under the Plan or age 62 unless (i) the Participant
        consents in writing within 90 days of being provided with a benefit
        election notice, and (ii) the Plan provides for a distribution at such
        time.

                Neither the consent of the Participant nor the Participant's
        spouse shall be required to the extent that a minimum required
        distribution under Section 10.5 is required to satisfy Section 401(a)(9)
        or Section 415 of the Code. In addition, upon termination of this Plan,
        the Participant's account balance may, without the Participant's
        consent, be distributed to the Participant or transferred to another
        defined contribution plan.

                If the Participant does not consent to a distribution at such
        time, distribution will be deferred until the Participant requests a
        distribution be made. Distributions will only be made as soon as
        administratively feasible after the end of the December 31 Plan Year
        following the date of request.


Page 11-4

<PAGE>   47

                Participant shall give the Plan Administrator 60 days prior
        written notice of his request for a distribution.

                (f) Latest Benefit Commencement Date. In the event of a
        Participant's termination of employment, the terminated Participant's
        Plan Benefit shall be paid at such time or times as provided herein;
        provided, however, the latest time that payment must begin shall not be
        later than the Required Beginning Date, unless otherwise provided below:

                        (i) The payment of a Participant's benefit shall begin
                not later than 60 days after the end of the Plan Year in which
                the latest of the following occurs unless the Participant
                otherwise elects:

                                a. The Participant reaches the Normal Retirement
                        Date under the Plan; or

                                b. The date the Participant terminates
                        employment if subsequent to the Normal Retirement Date.

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

                        (ii) The Required Beginning Date. The Required Beginning
                Date of a Participant is the later of the April 1 of the
                calendar year following the calendar year in which the
                Participant attains age 70 1/2 or retires except that benefit
                distributions to a five percent owner must commence by the April
                1 of the calendar year following the calendar year in which the
                Participant attains age 70 1/2.

                                a. Any Participant attaining age 70 1/2 in years
                        after 1995 may elect by April 1 of the calendar year
                        following the year in which the Participant attained age
                        70 1/2 (or by December 31, 1997 in the case of a
                        Participant attaining age 70 1/2 in 1996), to defer
                        distributions until the calendar year following the
                        calendar year in which the Participant retires. If no
                        such election is made the Participant will begin
                        receiving distributions by the April 1 of the calendar
                        year following the year in which the Participant
                        attained age 70 1/2 (or by December 31, 1997 in the case
                        of a Participant attaining age 70 1/2 in 1996).


Page 11-5

<PAGE>   48

                                b. Any Participant attaining age 70 1/2 in years
                        prior to 1997 may elect to stop distributions and
                        recommence by the April 1 of the calendar year following
                        the year in which the Participant retires. There shall
                        be a new annuity starting date upon recommencement.

                                c. The preretirement age 70 1/2 distribution
                        option is only eliminated with respect to Employees who
                        reach age 70 1/2 in or after a calendar year that begins
                        after the later of December 31, 1998, or the adoption
                        date of the amendment. The preretirement age 70 1/2
                        distribution option is an optional form of benefit under
                        which benefits payable in a particular distribution form
                        (including any modifications that may be elected after
                        benefit commencement) commence at a time during the
                        period that begins on or after January 1 of the calendar
                        year in which an Employee attains age 70 1/2 and ends
                        April 1 of the immediately following calendar year.

                        (iii) Five percent owner. A Participant is treated as a
                five percent owner for purposes of this section if such
                Participant is a five percent owner as defined in Section 416 of
                the Code at any time during the Plan Year ending with or within
                the calendar year in which such owner attains age 70 1/2.

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

               11.5 Hardship Distributions. A distribution of a portion of a
Participant's Account may be made to a Participant even though the Participant
has not terminated employment with the Company upon the following conditions:

                        (a) The amount of the requested distribution shall not
                exceed 50 percent of the Participant's vested interest in his
                Account under the Plan;

                        (b) The purpose of the distribution shall be limited to
                purposes of enabling a Participant to meet an immediate and
                heavy financial need and shall be approved only up to the amount
                that is necessary to satisfy such financial need. The
                determination of the existence of an immediate and heavy
                financial need and of the amount necessary to meet such need is
                to be made in a nondiscriminatory and objective manner on the
                basis of all relevant facts and circumstances. The determination
                of the Administrator as to justification of the withdrawal and
                the amount thereof shall be final. For purposes of this section,
                the term "financial hardship" shall mean the financial inability
                of the Participant to provide the necessary funds:



Page 11-6

<PAGE>   49

                                (i) to meet the extraordinary medical expenses
                        (described in Section 213(d) of the Code) incurred by
                        the Participant, the Participant's spouse, or any
                        dependents of the Participant (as defined in Section 152
                        of the Code); or

                                (ii) to provide payment of tuition, related
                        educational fees and room and board for the next 12
                        months of postsecondary education for the Participant,
                        his or her spouse, children or dependents; or

                                (iii) to provide funds for the purchase
                        (excluding mortgage payments) of a principal residence
                        for the Participant or to provide funds to prevent the
                        eviction of the Participant from his principal residence
                        or foreclosure on the mortgage of the Participant's
                        principal residence.

                        Administrator shall determine whether the Participant
                meets the conditions for such need based upon the written
                representations of the Participant setting forth the reason for
                the requested distribution, that the need cannot be met from
                other reasonably available resources and the amount needed.

                        The amount determined to be needed to meet the hardship
                may be distributed in a single lump-sum or in installments based
                upon the Participant's request.

               11.6 Dividends. Any cash dividends received by Trustee on Company
Stock allocated to the Accounts of Participants (or former Participants or
Beneficiaries) may be retained in the Participants' applicable Accounts or paid
to such Participants, former Participants or Beneficiaries (in a
nondiscriminatory manner) at the sole discretion of Administrator; provided that
any current payment in cash must be paid to Participants, former Participants or
Beneficiaries within 90 days after the close of the Plan Year in which the
dividend is received by Trustee. Any such payment of cash dividends on shares of
Company Stock shall be accounted for as if the Participant or former Participant
receiving such dividends was the direct owner of such shares of Company Stock
and such payment shall not be treated as a distribution under the Plan.

               11.7 Restrictions on Non-Publicly Traded Company Stock. If at the
time of distribution of Company Stock, such stock is not "publicly traded," the
following provisions shall apply:

                (a) Right of First Refusal on Distributed Shares of Company
        Stock. Shares of Company Stock distributed by the Trustee may, as
        determined by the Administrator, be subject to a right of first refusal.
        If the shares of stock were acquired with the proceeds of an Exempt
        Loan, as provided in Section 7, such right exists only if the stock is
        not publicly traded at the time the right may be exercised. For this
        purpose, "publicly traded" refers to shares of Company Stock which are
        listed on a national securities exchange or which are quoted on a system
        sponsored by a national securities association.


Page 11-7

<PAGE>   50

                Such right shall provide that prior to any subsequent transfer,
        the shares must first be offered in writing to the Trust and then, if
        refused by the Trust, to the Employer at the then fair market value as
        determined by the Administrator. In no event, however, may the Employer
        offer a price less than that offered to the Participant by another
        potential buyer making a bona fide offer. The Trust or the Employer must
        exercise the right within 14 days after the Participant gives written
        notice to them that an offer to purchase the Company Stock has been
        received.

                (b) Put Option on Distributed Shares of Company Stock. Company
        Stock acquired with the proceeds of an Exempt Loan, as provided in
        Section 7, is subject to a "put" option if the Company is not readily
        tradable on any established market and if the Company is allowed by law
        to purchase its own stock. If a "put" option is required, it shall
        provide that, for a period of 60 days after such shares are distributed,
        a Participant, his Beneficiaries under the Plan, a Participant's or his
        Beneficiaries' donees, or a person to whom the stock passes because of
        the death of a Participant or his Beneficiaries, (and, if the "put"
        option is not exercised within such 60-day period, for an additional
        60-day period in the following Plan Year beginning with the Anniversary
        Date of the date of distribution), have the right to require Employer to
        purchase such shares at their fair market value as determined under the
        provisions of the Plan.

                Administrator may direct Trustee to assume the rights and
        obligations of Employer at the time the "put" option is exercised,
        insofar as the repurchase of Company Stock is concerned. Terms of
        payment may be either in a lump-sum or in installments.

                An installment payment in connection with such "put" option
        shall:

                        (i) Be adequately secured, as determined by the
                Administrator;

                        (ii) Bear a reasonable rate of interest, as determined
                by the Administrator;

                        (iii) Require equal annual payments;

                        (iv) Have a payment period not longer than the greater
                of:

                                a. Five years from the date the "put" option is
                        exercised, or

                                b. The earlier of (a) 10 years from the date the
                        "put" option is exercised, or (b) the date any Exempt
                        Loan used by the Plan to acquire Company Stock subject
                        to the "put" option has been entirely repaid;


Page 11-8

<PAGE>   51

                        (v) Require that any payments pursuant to the
                installment obligation must be substantially equal and begin to
                be made no later than 30 days after the date the "put" option is
                exercised; and

                        (vi) In all respects satisfy the requirements of
                Treasury Regulation Section 54.4975-7(b)(12).

                        The "put" for stock purchased with the proceeds of an
                Exempt Loan is exercised by the holder notifying the Employer in
                writing that the option is being exercised.

                (c) Put Option Terms for Company Stock. With respect to Company
        Stock acquired by the Plan, the following provisions shall apply to the
        terms of payment for the repurchase of Company Stock pursuant to a put
        option.

                        (i) Put Option Payment. If a put option is exercised,
                the Employer shall repurchase the Company Stock as follows:

                                a. If the distribution constitutes a Total
                        Distribution, payment of the fair market value of a
                        Participant's account balance shall be made in five
                        substantially equal annual payments. The first
                        installment shall be paid not later than 30 days after
                        the Participant exercises the put option. The Plan will
                        pay a reasonable rate of interest and provide adequate
                        security on amounts not paid after 30 days.

                                b. If the distribution does not constitute a
                        Total Distribution, the Plan shall pay the Participant
                        an amount equal to the fair market value of the Company
                        Stock repurchased no later than 30 days after the
                        Participant exercises the put option.

                        (ii) "Total Distribution" shall mean distribution to a
                Participant or a Participant's Beneficiary, within one taxable
                year of such recipient, of the entire balance to the credit of
                the Participant.

                (d) Continuation of Rights or Put Option. The right of first
        refusal and the "put" option provided for herein are nonterminable and
        shall continue to apply to shares of Company Stock purchased by the
        Trustee with the proceeds of an Exempt Loan or to shares of Company
        Stock distributed hereunder notwithstanding the repayment of the loan or
        any amendment to, or termination of, this Plan which causes the Plan to
        cease to be an employee stock ownership plan within the meaning of
        Section 4975(e) of the Code.


Page 11-9

<PAGE>   52

                                   Section 12

                            INVESTMENT OF TRUST FUND


               12.1 Investment Policy. The investment policy of the Plan is
designed to invest primarily in Company Stock. Trustees may incur debt
(including Exempt Loans) from time to time to finance the acquisition of Company
Stock by the Trust or otherwise. The entire Trust Fund may be invested and held
in Company Stock or Trustees may temporarily invest in other investments
pursuant to Section 12.3.

               12.2 Investment of Cash Contributions. Employer Contributions in
cash and other cash received by the Trust will be applied to any obligations of
the Trust incurred for purchase of Company Stock, or may be applied to purchase
additional shares of Company Stock from current shareholders or from the
Company.

               12.3 Other Authorized Investments. To the extent funds are
available, Trustees may invest funds temporarily in savings accounts maintained
by any institution insured by an agency of the federal government, certificates
of deposit issued by any bank insured by an agency of the federal government
(including Trustee), high grade short term securities, stocks, bonds, collective
investment funds described in Section 12.4 or investments deemed by the Trustees
to be desirable for the Trust, or such funds may be held, for short periods of
time only, in cash.

               12.4 Collective Investment Funds. Pursuant to Section 12.3, a
portion of the Trust Fund may be invested in any collective investment fund
maintained by a plan fiduciary under which employee benefit trusts qualified
under Section 401(a) of the Code and tax exempt under Section 501(a) of the Code
are eligible to participate. The instrument establishing any such fund, as
amended from time to time, is incorporated in this Agreement and shall control
the administration of any such assets of the Trust Fund which are invested in
the collective investment fund.

               12.5 Purchases of Company Stock. All purchases of Company Stock
by the Trust will be made at a price, or at prices, which, in the judgment of
the Trustees, do not exceed the fair market value of such Company Stock. The
determination of fair market value of Company Stock for all purposes under the
Plan shall be made as provided pursuant to Section 9.1(b). No commission shall
be charged with respect to a "disqualified person" as defined in Section 12.10
herein.

               12.6 Voting of Company Stock.

                (a) Registration-Type Securities. If the Company Stock is a
        registration-type class of securities as described in Section 409(e)(4)
        of the Code, each Participant will be entitled to direct the Trustees as
        to the exercise of any voting rights attributable to shares of Company
        Stock then allocated to the Participants' Company Stock Account. In that
        event, if voting instructions are not received from Participants



Page 12-1

<PAGE>   53

        with respect to allocated Company Stock, suck stock shall not be voted.
        Any Company Stock which is not allocated to Participants' Company Stock
        Accounts shall be voted by the Trustees.

                (b) Nonregistration-Type Securities. If the Company Stock is not
        a registration-type class of securities, such Company Stock shall be
        voted as follows:

                A Participant (or Beneficiary) shall be entitled to direct the
        Trustees how to vote shares of Company Stock allocated to the
        Participant's (or Beneficiary's) Company Stock Account as follows:

                        (i) On any corporate matter which involves the voting of
                such shares with respect to the approval or disapproval of any
                corporate merger or consolidation, recapitalization,
                reclassification, liquidation, dissolution, sale of
                substantially all assets of a trade or business, or such similar
                transaction as may be prescribed in Treasury Regulations;

                        (ii) With respect to Company Stock acquired by or
                transferred to the Plan in connection with an Exempt Loan made
                after July 10, 1989, a Participant (or Beneficiary) shall be
                entitled to vote such shares on any matter on which an owner of
                such shares is entitled to vote if the Exempt Loan is intended
                to qualify as a "Securities Acquisition Loan" under Section
                133(b) of the Code;

                        (iii) Company Stock held in the Suspense Account shall
                not be subject to the Participant's (or Beneficiary's) right to
                vote shares under this subsection (b).

                (c) Voting Procedures. Trustees shall, at least 20 days prior to
        each meeting of holders of Company Stock, provide each Participant
        entitled under this section to direct the voting of Company Stock, with
        notice of such meeting and of those matters which at the time of the
        mailing of such notice are subject to direction by a Participant, as set
        forth in this section, and are expected to be presented at such meeting
        for action by holders of Company Stock, together with an appropriate
        form with which the Participant can direct the manner of voting on such
        matters. If instructions on such matters are received by Trustees with
        respect to any Company Stock at least 10 days prior to such meeting,
        Trustees shall vote in accordance with such instructions.

                If a Participant shall fail or refuse to give timely
        instructions as to how to vote any Company Stock allocated to such
        Participant's Account that Trustees otherwise has a right to vote,
        Trustees shall not exercise its power to direct the vote of such Company
        Stock.

               12.7 Authority of Trustees with Respect to Investments. Trustees
shall be responsible for the making of investments to the extent prescribed in
this Plan. Investments



Page 12-2

<PAGE>   54

directed by the Trustees shall not be in conflict with provisions of the Act as
such provisions may be amended from time to time. Trustees may purchase such
securities or other property, including shares of Company Stock, or shall sell
such securities or other property held as part of the trust assets as deemed
appropriate by Trustees; provided, however, Trustees shall not participate
knowingly in or knowingly undertake to conceal any act or omission of any other
fiduciary to the Plan (as "fiduciary" is defined in Section 3(21) of the Act),
knowing such act or omission is a breach.

               12.8 Prohibited Transactions. Unless otherwise specifically
permitted by law or unless an exemption has been granted pursuant to Section
408(a) of the Act and Section 4975(c)(2) of the Code, any of the following
transactions directly or indirectly between a plan and a party in interest (as
defined by Section 3(14) of the Act) or a disqualified person (as defined by
Section 4975(e)(2) of the Code constitutes a prohibited transaction:

                (a) A sale or exchange or leasing of any property;

                (b) The lending of money or other extension of credit;

                (c) The furnishing of goods, services, or facilities;

                (d) The transfer to, or use by or for the benefit of a party in
        interest of any assets of the plan; or

                (e) The acquisition on behalf of a plan of any employer security
        or employer real property in violation of Section 407 of the Act, except
        as provided under Section 4975(d)(3) of the Code.

               Unless excepted or exempt, a fiduciary, with respect to a plan
shall not (1) deal with the assets of the plan in his own interest or for his
own Account; (2) act in any transaction involving the plan on behalf of a party
(or represent a party) whose interests are adverse to the interest of the plan
or its Participants or beneficiaries; or (3) receive any consideration for his
own personal account from any person dealing with such plan in connection with a
transaction involving the assets of the plan.

               12.9 Diversification of Investments. With respect to Company
Stock held in Company Stock Accounts under the Plan, the following provisions
shall apply:

                (a) Election by Qualified Participant. Each Qualified
        Participant shall be permitted to direct the Plan as to the investment
        of 25 percent of the value of the Participant's Company Stock Accounts
        within 90 days after the last day of each Plan Year in the Participant's
        Qualified Election Period. Within 90 days after the close of the last
        Plan Year in the Participant's Qualified Election Period, a Qualified
        Participant may direct the Plan as to the investment of 50 percent of
        the value of such account balance. Notwithstanding the foregoing, a
        Qualified Participant shall not be entitled to make the election
        hereunder for a Plan Year within the Qualified Election



Page 12-3

<PAGE>   55

        Period if the fair market value of his Accounts as of the last day of
        such Plan Year is less than $500.

                        (i) "Qualified Participant" shall mean a Participant who
                has attained age 55 and who has completed at least 10 years of
                participation in the Plan.

                        (ii) "Qualified Election Period" shall mean the six Plan
                Year period beginning with the Plan Year in which the
                Participant first becomes a Qualified Participant.

                (b) Method of Diversifying Investment. The Participant's
        direction shall be provided to the Plan Administrator in writing; shall
        be effective no later than 180 days after the close of the Plan Year to
        which the direction applies; and shall specify which, if any, of the
        options set forth in this section the Participant selects.

                (c) Diversification Options.

                        (i) The diversification requirement may be satisfied
                with respect to a Qualified Participant who elects to direct the
                investment of the amount subject to the election by the
                Administrator directing that the amount be distributed to the
                Participant within 90 days after the last day of the period
                during which the election can be made. Such distribution shall
                be subject to such requirements of the Plan concerning put
                options as would otherwise apply to a distribution of Company
                Stock from the Plan. This Subsection shall apply notwithstanding
                any other provision of the Plan other than such provisions as
                require the consent of the Participant to a distribution with a
                present value in excess of $5,000. If the Participant does not
                consent, such amount shall be retained in the Plan.

                        (ii) In lieu of distribution under (i) above, the
                Qualified Participant who has the right to receive a cash
                distribution under (i) above may direct the Administrator to
                transfer the portion of the Participant's Account that is
                covered by the election to another qualified Plan of the
                Employer which accepts such transfers, provided that such Plan
                permits Employee directed investment and does not invest in
                Company Stock to a substantial degree. Such transfer shall be
                made no later than 90 days after the last day of the period
                during which the election can be made.



Page 12-4

<PAGE>   56

                                   Section 13

                                     TRUSTEE


               13.1 Powers of Trustee. The Trustee shall have the power to
invest and reinvest the assets of the Trust Fund over which the Trustee has the
responsibility for and control over the investments. With respect to any and all
securities or property at any time purchased, received or held in the Trust
Fund, the Trustee shall have the power and authority to do all necessary acts,
undertake all necessary proceedings specifically referred to or not, as could be
done, taken or exercised by the absolute owner thereof. The Trustee's powers and
investments may include, but are not limited to, the following:

                (a) Purchase of Property. To purchase or subscribe for any
        securities or other property and to retain the same in Trust.

                (b) Sale, Exchange, Conveyance and Transfer of Property. To
        sell, exchange, convey, transfer, or otherwise dispose of any securities
        or other property held by it by private contract or at public auction.
        No person dealing with Trustee shall be bound to see to the application
        of the purchase money or to inquire into the validity, expediency or
        propriety of any such sale or other disposition.

                (c) Exercise of Owner's Rights. Except as provided in Section
        12, with respect to Company Stock, to vote upon any stocks, bonds or
        other securities; to give general power of substitution; to exercise any
        conversion privileges, subscription rights or other options, and to make
        any payments incidental thereto; to oppose or to consent to, or
        otherwise participate in, corporate reorganizations or other changes
        affecting corporate securities; to delegate discretionary powers and to
        pay any assessments or charges in connection therewith; and generally to
        exercise any of the powers of an owner with respect to stocks, bonds,
        securities or other property held as part of the Trust Fund.

                (d) Registration of Investments. To cause any securities or
        other property held as part of the Trust Fund to be registered in its
        own name or in the name of one or more of its nominees, and to hold any
        investments in bearer form, but the books and records of Trustee shall
        at all times show that all such investments are part of the Trust Fund.

                (e) Borrowing. To borrow or raise money for the purpose of the
        Trust in such amount and upon such terms and conditions as Trustee shall
        deem advisable and, for any sum so borrowed, to issue its promissory
        note as Trustee, and to secure the repayment thereof by pledging all or
        any part of the Trust Fund, save and except that segregated Accounts
        shall not be pledged. No person lending money to Trustee shall be bound
        to see to the application of the money loaned or to inquire into the
        validity, expediency or propriety of any such borrowing.


Page 13-1

<PAGE>   57

                (f) Retention of Cash. To keep such portion of the Trust Fund in
        cash or cash balances as Trustee may from time to time deem to be in the
        best interests of the Trust created hereby, without liability for
        interest thereon.

                (g) Retention of Property Acquired. To accept and retain for
        such time as it may deem advisable any securities or other property
        received or acquired by it as Trustee hereunder.

                (h) Execution of Instruments. To make, execute, acknowledge and
        deliver any and all documents of transfer and conveyance and any and all
        other instruments that may be necessary or appropriate to carry out the
        powers herein granted.

                (i) Settlement of Claims and Debts. To settle, compromise or
        submit to arbitration any claims, debts or damages due or owing to or
        from the Trust Fund; to commence or defend suits or legal or
        administrative proceedings; and to represent the Trust Fund in all suits
        and legal and administrative proceedings.

                (j) Interest Bearing Obligations. To invest funds of the Trust
        in time deposits or savings accounts bearing a reasonable rate of
        interest.

                (k) Government Obligations. To invest in Treasury Bills and
        other forms of United States government obligations.

                (l) Agency Appointments. To appoint agents to act on behalf of
        Trustee in all matters of investment, retention of funds and all other
        acts as may be directed by Trustee. Such agency appointments shall be
        effective upon entering into such agency agreements as may be deemed
        necessary by Trustee and the agents in order to carry out the purposes
        of such agency appointment.

                (m) Bank Deposits. To hold such portion of the Trust as it may
        deem necessary for the orderly administration of the Trust and
        disbursement of funds as provided herein in cash, without liability for
        interest, or by depositing the same in any bank subject to the rules and
        regulations governing such deposits, and without regard to the amount of
        any such deposit.

                (n) Common Trust Fund. Pursuant to Section 12, to invest all or
        part of the funds of the Trust in a common trust fund or similar fund
        administered by a corporate Trustee or custodian as specifically
        authorized by this Agreement.

                (o) Deposits with Fiduciary Bank. To invest all or part of the
        funds of the Trust in deposits which bear a reasonable rate of interest
        in Accounts maintained by a fiduciary which is a bank or similar
        financial institution supervised by the United States or a State.


Page 13-2

<PAGE>   58

                (p) Ancillary Bank Services. To provide the ancillary services
        of a bank or similar financial institution supervised by the United
        States or a State which is a fiduciary if (1) the bank or similar
        financial institution has adopted adequate internal safeguards which
        assure that the providing of such ancillary service is consistent with
        sound banking and financial practice, as determined by Federal or State
        supervisory authority and (2) the extent to which such ancillary service
        is provided is subject to specific guidelines issued by such bank or
        similar financial institution and adherence to such guidelines would
        reasonably preclude such bank or similar financial institution from
        providing such ancillary service in a manner that would be inconsistent
        with the best interests of Participants and Beneficiaries of employee
        benefit plans.

                Such ancillary services shall not be provided at more than
        reasonable compensation.

                (q) Common or Pooled Fund Transactions. Pursuant to Section 12,
        to engage in any transaction between a plan and (i) a common or
        collective trust fund or pooled investment fund maintained by a
        fiduciary which is a bank or trust company supervised by a State or
        Federal agency or (ii) a pooled investment fund of an insurance company
        qualified to do business in a State, if

                        (i) the transaction is a sale or purchase of an interest
                in the fund, and

                        (ii) the bank, trust company, or insurance company
                receives not more than reasonable compensation.

               13.2 Payments From the Trust. Trustee (if not a full-time
Employee of Employer) shall from time to time, on the written direction of
Administrator, make payments out of the Trust Fund to such persons, in such
manner, in such amounts, and for such purposes as may be specified in the
written direction of Administrator, and upon any such payment being made, the
amount thereof shall no longer constitute a part of the Trust Fund. Trustee
shall not be responsible for the application of such payments or for the
adequacy of the Trust Fund to meet and discharge any and all liabilities under
the Plan, except for failure to properly withhold, when the responsibility for
withholding has been properly delegated to Trustee.

               13.3 Trustee's Compensation, Expenses and Taxes. Trustee (if not
a full-time Employee of Employer) shall be paid such reasonable compensation as
shall from time to time be agreed upon in writing by Employer and Trustee. In
addition, Trustee shall be reimbursed for any reasonable expenses, including
reasonable counsel fees, incurred by Trustee in the administration of the Trust
Fund. Such compensation and expenses may be paid by Employer, but if not paid by
Employer, shall be paid from the Trust Fund. All taxes of any and all kinds
whatsoever that may be levied or assessed under existing or future laws upon or
in respect to the Trust Fund or the income thereof shall be paid from the Trust
Fund, except those assessed personally upon fiduciaries.


Page 13-3

<PAGE>   59

               13.4 Certification of Instructions. Trustee may rely upon a
certification of a member of Administrator or a Participant with respect to any
instruction or direction of Administrator or a Participant or an appointed
Investment Manager, and may also rely upon the certification as it then exists,
and in continuing to rely upon such certification until a subsequent
certification is filed with Trustee. Trustee may act upon any instrument,
certificate or paper believed by it to be genuine and to be signed or presented
by the proper person or persons, and Trustee shall be under no duty to make any
investigation or inquiry as to any statement contained in any such writing, but
may accept the same as conclusive evidence of the truth and accuracy of the
statements therein contained.

               13.5 Accounting. Trustee shall keep complete and accurate
accounts of all investments, receipts, disbursements and other transactions
hereunder. All accounts, books and records relating to such transactions shall
be open to inspection and audit at all reasonable times by any person designated
by Administrator.

               Within 60 days following the close of each Trust Year, and within
90 days following the effective date of the removal or resignation of Trustee,
Trustee shall file with Administrator a written statement of account setting
forth the assets and liabilities, receipts and disbursements and other
transactions during such year or during the period from the close of the last
Trust Year, to the date of such removal or resignation. The form and content of
the Account shall be sufficient for Administrator to comply with reporting and
disclosure requirements under applicable law.

               13.6 Settlement of Accountings. Administrator may object to an
accounting and require that it be settled by audit by a qualified, independent
certified public accountant. The auditor shall be chosen by Trustee from a list
of at least three such accountants furnished by Administrator at the time the
audit is requested. Either Administrator or Trustee may require that the account
be settled by a court of competent jurisdiction in lieu of or in conjunction
with the audit. All expenses of any audit or court proceedings including
reasonable attorneys' fees shall be allowed as administrative expenses of the
Trust.

               When an account has been accepted by the Administrator, it shall
be final and binding on all parties, including Employer and all Participants and
persons claiming through them.

               13.7 Determination of Duties. In the event any controversy shall
arise between Trustee and any other person, including but not limited to
Administrator, Employer or any Employees under the Plan, with respect to the
payment or delivery by Trustee of any moneys or other property held by it
hereunder, or with respect to the proper construction of this Agreement or of
any amendment thereto, or with respect to the management of the Trust Fund,
Trustee may require that its duties be determined by a court of competent
jurisdiction.

               13.8 Removal, Resignation and Appointment of Successor Trustee.
Any Trustee may be removed by Employer at any time upon 60 days' notice in
writing to Trustee and Administrator. Any Trustee may resign at any time upon 60
days' notice in writing to Administrator and Employer. Upon such removal or
resignation of a Trustee, Employer may



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<PAGE>   60


appoint a successor Trustee, who shall have the same powers and duties as those
conferred upon the Trustee resigning.

               13.9 Receipt of Contributions. Trustee is accountable only for
funds actually received by Trustee. Trustee shall have no right or duty to see
that the contributions received comply with the Plan or to collect any
contributions from Employer or Participants.


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                                   Section 14

                            AMENDMENT AND TERMINATION


               14.1 Amendment. To provide for contingencies which may require or
make advisable the clarification, modification or amendment of this Agreement,
the Company reserves the right to amend the Plan at any time and from time to
time, in whole or in part, including without limitation, retroactive amendments
necessary or advisable to qualify the Plan and Trust under the provisions of
Section 401(a) of the Code, or any successor or similar statute enacted.
However, no such amendment shall (a) cause any part of the assets of the Plan
and Trust to revert to or be recoverable by the Company or be used for or
diverted to purposes other than the exclusive benefit of Participants, former
Participants and Beneficiaries; or (b) eliminate an optional form of
distribution, except to the extent permitted under the regulations. Amendments
shall apply to all Participating Employers who have adopted this Plan.

               14.2 Restrictions on Amendment. Any amendment by the Employer to
this Plan must be in writing and shall comply with the following restrictions:

                (a) No amendment shall authorize or permit any accrued benefits,
        to the extent funded, (other than such part as is required to pay taxes
        and administration expenses or otherwise permitted by this Plan) to be
        used for or diverted to purposes other than for the exclusive benefit of
        the Participants or their beneficiaries.

                (b) No amendment shall cause or permit any portion of the Trust
        Fund to revert to or become the property of Employer, except as
        otherwise provided herein prior to the satisfaction of all liabilities
        to Participants and their Beneficiaries.

                (c) No amendment shall cause any reduction in the nonforfeitable
        accrued benefits of any Participant, except as may be permitted under
        the Act, necessary to continue qualification of the Plan and Trust as
        exempt under the Code; or permitted under Section 412(c)(8) of the Code
        or this Plan.

                (d) No amendment shall have the effect of decreasing a
        Participant's vested interest determined without regard to such
        amendment as of the later date of the date such amendment is adopted or
        the date it becomes effective.

                (e) No amendment shall decrease a Participant's account balance,
        except 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.



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<PAGE>   62

                (f) No amendment shall reduce or eliminate a protected benefit
        under Section 411(d)(6) of the Code with respect to benefits accrued up
        to and including the date the amendment is adopted (or, if later, the
        Effective Date) except as permitted by Section 412(c)(8) of the Code,
        Section 4281 of the Act, Treasury Regulations or by authority of the
        Commissioner of the Internal Revenue Service exercised through
        publication of revenue rulings, notices or other documents of general
        applicability. In the event the Administrator determines that any
        amendment to this Plan or the adoption of this Plan as a restatement of
        an existing plan has the affect of eliminating or reducing a protected
        benefit in violation of Section 411(d)(6) of the Code or regulations
        promulgated thereunder, the amendment shall be disregarded to the extent
        necessary to satisfy Section 411(d)(6) and the regulation.

                An amendment reduces or eliminates Code Section 411(d)(6)
        protected benefits if the amendment has the effect of either (i)
        eliminating or reducing an early retirement benefit or a retirement-type
        subsidy (as defined in Treasury Regulations), or (ii) eliminating an
        optional form of benefit except to the extent permitted under Treasury
        Regulations.

               14.3 Effective Date of Amendments. Any amendment shall be
effective on the date provided therein and may have retroactive effect if
necessary to satisfy the requirements of the Code or the Act. Amendments may be
adopted at any time prior to the later of the time prescribed by law for filing
the tax return of Employer for the fiscal year in which such amendment was
adopted (including extensions thereof), a date designated by the Secretary of
the Treasury or his delegate, or as otherwise permitted by law.

               14.4 Termination and Discontinuance of Contributions. Primary
Employer shall have the right at any time to discontinue Employer Contributions
hereunder and to terminate the Plan hereby created by delivering to the Trustee,
Administrator and all Participating Employers written notice of such
discontinuance or termination. The Plan shall also terminate with respect to an
Employer upon the dissolution, merger, consolidation, bankruptcy or
reorganization of the Employer or the sale by the Employer of substantially all
of its assets unless the Administrator's successor in interest or purchaser
substitutes itself for the Employer under this Plan.

               Upon complete discontinuance of Employer's Contributions to the
Plan or upon termination or partial termination of the Plan, the rights of all
affected Participants to accrued benefits under such Plans to the date of such
termination or discontinuance, to the extent funded as of such date, shall
become fully vested and nonforfeitable. Unallocated Forfeiture Accounts shall be
credited back to the Participant's Account(s) as provided in Section 8 herein.
Forfeitures occurring prior to the date of termination shall not become fully
vested or restored to the Participant's Account as a result of a complete or
partial termination of the Plan.

               14.5 Distribution of Plan and Trust. Upon permanent
discontinuance of contributions under the Plan, the Plan and Trust created
hereunder shall not automatically terminate. Primary Employer shall have the
option of terminating the Plan and Trust or continuing the Plan in accordance
with the provisions of this section. If Employer elects to


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<PAGE>   63

continue the Plan and Trust, Trustee shall continue to hold the fully vested and
nonforfeitable Accounts of the Participants for their benefit, and the Trust
Agreement shall be administered as though the Plan were otherwise in full force
and effect, to the extent not inconsistent with this section; provided, however,
that no further contributions will be made thereafter by either Employer or the
Participants.

               14.6 Liquidation of Plan and Trust. If the Primary Employer
elects to terminate the Plan and Trust, the Primary Employer shall direct
Trustee to distribute the assets remaining in the Trust after payment of any
expenses properly chargeable against the Trust to the Participants in the
amounts credited to their Accounts as of the date of such termination. If a
Participant's account balance under the Plan exceeds $5,000 and the Participant
does not consent to an immediate distribution: (a) the Participant's Account may
be transferred without the Participant's consent to another plan maintained by a
Related Employer; or (b) if no other plan is maintained by a Related Employer,
the Account may then be distributed to the Participant without the consent of
the Participant.

               14.7 Dissolution of Employer. In the event Employer shall be
dissolved or liquidated and has elected not to terminate this Trust,
Administrator shall retain all of its powers and duties granted herein and shall
assume the authority to fill any vacancies occurring, to appoint successor
Trustees in the event of resignation by Trustee and to amend the Plan and Trust
in order to keep the Plan and Trust qualified under applicable law. If Employer
is Administrator, a successor Administrator shall be appointed.

               14.8 Withdrawal by Participating Employer. A Participating
Employer may not withdraw from the Plan without the written consent of the
Primary Employer. The Primary Employer is authorized and directed to take all
necessary actions as the agent for each Participating Employer to maintain the
registration and qualification under Section 401(a) of the Code on behalf of the
Participating Employer.



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                                   Section 15

                          ROLLOVERS AND PLAN TRANSFERS


               15.1 Transfers of Eligible Rollover Distributions. A distribution
from a qualified plan or from an individual retirement account may be
transferred to this Trust, subject to the following conditions:

                (a) The amount transferred consists of an Eligible Rollover
        Distribution as defined in Section 10 herein.

                (b) The amount being transferred consists of the same property
        (other than cash), except as otherwise provided under Section
        402(a)(6)(D) of the Code;

                (c) Administrator consents to the transfer;

                (d) The Employee is a Participant under this Plan unless
        Employer elects to permit rollovers prior to becoming a Participant
        under this Plan

                (e) With respect to a transfer from an individual retirement
        account, a transfer may not be made if, during the preceding one-year
        period, the Employee has received a similar distribution which was not
        included in his gross income.

                (f) Administrator's Acceptance of Rollover. Administrator may
        decline to accept any Rollover, which in the opinion of the
        Administrator would jeopardize the qualified status of this Plan or
        impose undue administrative burdens upon this Plan.

                Administrator may rely upon a certification provided by the Plan
        Administrator of the transferor plan that the transferor plan is
        intended to be a qualified plan. If it is later determined that the
        transferor plan was not a qualified plan at the time of the transfer of
        assets to this Plan or that any portion of the distribution was not an
        Eligible Rollover Distribution, a corrective distribution shall be made
        from this Plan to the Participant of the amount of the transferred
        distribution, plus earnings thereon, within a reasonable time after such
        determination is made.

               15.2 Transfers From Qualified Plans Prohibited. Trustee of this
Plan is not authorized to accept assets from a Trustee of another qualified plan
other than as a Direct Rollover.

               15.3 Accounting for Transferred Funds. Amounts received by
transfer of a distribution or from another plan will be accounted for in such
manner as Administrator shall decide.


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<PAGE>   65

               15.4 Rollovers From Tax-Sheltered Annuities Prohibited. A
distribution from an individual retirement account may not be transferred to
this Plan if the amount represents a distribution from a tax-sheltered annuity
under Section 403(b) of the Code.

               15.5 Mergers, Consolidations and Transfers of Plan Assets. In the
case of any merger or consolidation with, or transfers of assets to any other
Plan, each Participant in this Plan shall be entitled (if the Plan had then
terminated) to receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).

               15.6 Transfers to Other Plans. If a Participant shall be entitled
to receive a distribution of benefits under this Plan and (i) becomes a
Participant under another qualified plan established by Employer or (ii) shall
be subsequently employed by another employer which has a qualified plan, the
Participant's vested interest in his account(s) under this Plan may be
transferred directly to the Trustee of the other plan if the following
conditions are satisfied:

                (a) The plan to which such funds are to be transferred permits
        the transfer to be made;

                (b) The Participant's vested interest in the transferred funds
        shall not be forfeitable or reduce in any way the obligation of the new
        employer;

                (c) The transferee plan provides for all protected benefit
        options contained in this Plan, as required under Section 411(d)(6) of
        the Code;

                (d) The Secretary of the Treasury has been properly notified as
        required by Section 6057(d) of the Code.



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<PAGE>   66

                                   Section 16

                             ALLOCATION LIMITATIONS


               16.1 General Limitations.

                (a) Notwithstanding anything to the contrary contained in this
        Plan, the total Annual Additions to Accounts of a Participant for any
        Plan Year shall not exceed the lesser of:

                        (i) the Defined Contribution Dollar Limitation, or

                        (ii) 25 percent of the Participant's compensation,
                within the meaning of Section 415(c)(3) of the Code for the
                Limitation Year.

                For purposes of this section, "Defined Contribution Dollar
        Limitation" shall mean $30,000, as adjusted under Section 415(d) of the
        Code.

                The compensation limitation referred to above shall not apply
        to:

                        (i) Any contribution for medical benefits (within the
                meaning of Section 419(A)(f)(2) of the Code) after separation
                from service which is otherwise treated as an Annual Addition,
                or

                        (ii) Any amount otherwise treated as an Annual Addition
                under Section 415(l)(1) of the Code.

                        For purposes of the plan, "Annual Addition" shall mean
                the amount allocated to a Participant's Account during the
                Limitation Year that constitutes:

                        (i) Employer Contributions,

                        (ii) Employee Contributions,

                        (iii) Forfeitures, and

                        (iv) Amounts described in Sections 415(l)(1) and
                419(A)(d)(2) of the Code.

                If no more than one-third of the Company Contributions for a
        Limitation Year that are deductible as principal or interest payments on
        an Exempt Loan, pursuant to the provisions of Section 404(a)(9) of the
        Code, are allocated to Highly Compensated Employee Participants, then
        the limitations imposed by subsection (a)(i) or (ii) above, whichever is
        applicable, shall not apply to:


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<PAGE>   67

                        (i) Forfeitures of Company Stock if the Company Stock
                was acquired with the proceeds of an Exempt Loan, or

                        (ii) Company Contributions that are deductible as
                interest payments on an Exempt Loan under Section 404(a)(9)(B)
                of the Code and charged against a Participant's Account.

                The term "Total Annual Compensation" for purposes of this
        section of the Plan shall mean only the Participant's Earned Income,
        wages, salaries, fees for professional services and other amounts
        received for personal services actually rendered in the course of
        employment with the Employer maintaining the Plan (including, but not
        limited to, commissions paid to salesmen, compensation for services on
        the basis of a percentage of profits, commissions on insurance premiums,
        tips and bonuses), and excluding all other forms of compensation.

                (b) If the Company is contributing to another defined
        contribution plan, as defined in Section 414(i) of the Code, for
        Employees of the Company, some or all of whom may be Participants in
        this Plan, then any such Participant's Annual Additions in such other
        plan shall be aggregated with the Participant's Annual Additions derived
        from this Plan for purpose of the limitation in subparagraph (a) of this
        paragraph.

                (c) If a Participant in this Plan is also a Participant in a
        defined benefit plan, as defined in Section 414(j) of the Code, to which
        contributions are made by the Company, then in addition to the
        limitation contained in subparagraph (a) of this paragraph, such
        Participant shall be subject to the limitation set forth in Section
        415(e) of the Code.

                (d) If Company Stock is purchased from a shareholder of the
        Company and if such shareholder is also a Participant in this Plan,
        then, notwithstanding anything to the contrary contained in this Plan,
        the total account balances of such Participant's Accounts, combined with
        the total account balances of such Participant's spouse, parents,
        grandparents, children and grandchildren, shall not exceed 20 percent of
        the total of all account balances under the Plan.

                (e) If the account balances or the Annual Additions to a
        Participant's Accounts would exceed the limitations described in
        subparagraphs (a), (b), (c) or (d) of this section, the aggregate of the
        Annual Additions to this Plan and the Annual Additions to any other plan
        described in subparagraph (c) shall be reduced until the applicable
        limitation is satisfied.

                (f) The reduction described above shall be treated as a
        Forfeiture and shall be allocated as such to the Accounts of
        Participants who are not affected by this limitation.


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<PAGE>   68

                (g) If any amount cannot be reallocated under the foregoing
        provision, such amount shall be deposited in a Suspense Account and
        allocated to the maximum extent possible under Section 16.1(a) in
        succeeding years.

                (h) If any amount remains in such Suspense Account upon
        termination of the Plan, such amount shall thereupon revert to the
        Company.



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<PAGE>   69

                                   Section 17

                                CLAIMS PROCEDURE


               17.1 Filing of Claim. A Participant or Beneficiary may make a
claim for a Plan Benefit by written request to the Plan Administrator.

               17.2 Notification of Decision. A decision shall be made on the
claim as soon as practicable and shall be communicated in writing to the person
who made the claim. If the claim is partially or wholly denied, written notice
of such denial shall be made to the claimant within 90 days after receipt of the
written claim by the Plan Administrator. The notice of denial shall contain:

                (a) The reasons for the denial, with specific reference to the
        provisions of the Plan upon which the denial is based;

                (b) If required, a description of any additional data necessary,
        which may be furnished to further support the request, and the reason
        why such additional data may be necessary; and

                (c) Notice of the claimant's right to have the denial reviewed,
        together with specific information as to the steps to be taken, and the
        time limit involved, if the claimant wishes to request a review of the
        decision.

               If a written communication of the decision is not made within 90
days, the claimant may deem the request denied.

               17.3 Request for Review. If a claimant receives a notice of
denial or if no response has been made to his claim within a specified 90 days,
the claimant may request a review of his claim and the denial thereof by giving
written notice to the Plan Administrator. The claimant's request for review must
be made not later than 60 days after receipt of the notice of denial, or if no
such notice has been given, within 60 days after the expiration of the 90-day
period specified for such notice. If the written request for review is not made
within the specified 60-day period, the claimant shall waive his right to
review.

               17.4 Review. A review shall be promptly made by the Plan
Administrator after receipt of a timely filed request for review. The claimant
may submit issues and comments in writing, may review pertinent documents and
may request a hearing. A decision on review shall be made and furnished in
writing to the claimant. The decision shall be made not later than 60 days after
receipt of the request for review unless special circumstances, such as a
claimant's request for a hearing, require an extension of time for processing,
in which case the time limit shall be not later than 120 days after such
receipt. The decision on review shall be furnished to the claimant in writing
and shall include the reasons for the decision, with references to the pertinent
plan provisions upon which the decision is based.



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<PAGE>   70

                                   Section 18

                       QUALIFIED DOMESTIC RELATIONS ORDER


               18.1 General. The provisions of this section shall take precedent
over any other provisions in the Plan which may be inconsistent with this
section.

               18.2 Distributions under QDRO. Distributions to an Alternate
Payee (as defined in Section 414(p)(8) of the Code) may be made in the manner
described herein pursuant to a Qualified Domestic Relations Order (as defined in
Section 414(p) of the Code ("QDRO")).

               18.3 Time and Manner of Payment. Distributions may be made to an
Alternate Payee pursuant to the terms of a QDRO. The time and manner of payment
may be as provided herein, even if the time of payment is prior to the "earliest
retirement age" as defined under Section 414(p)(4)(B) of the Code, and without
regard to whether the Participant has terminated employment with Employer,
provided the following conditions are met:

                (a) The QDRO specifies distribution at an administratively
        feasible time which would be permitted under the Plan if the Participant
        had terminated employment as of the date of the QDRO or permits an
        agreement between the Plan and the Alternate Payee to authorize a time
        for distribution; and

                (b) Payment to the Alternate Payee must be in a form permitted
        under the Plan, but not in the form of a joint and survivor annuity with
        respect to the Alternate Payee and his/her subsequent spouse. Notice and
        consent to make a distribution to an Alternative Payee are not required
        except as may be otherwise provided in the QDRO.

               18.4 Procedures. The Administrator shall establish reasonable
procedures to determine the qualified status of a QDRO and to administer
distributions under a QDRO, including:

                (a) Upon receiving a domestic relations order, the Administrator
        shall promptly notify the Participant and any Alternate Payee named in
        the order, in writing, of the receipt of the order and the Plan's
        procedures for determining the qualified status of the order. Within a
        reasonable period of time after receiving the domestic relations order,
        the Administrator must determine the qualified status of the order and
        must notify the Participant and each Alternate Payee, in writing, of its
        determination. The Administrator must provide such notice by mailing the
        notice to the individual's address specified in the domestic relations
        order, or in a manner consistent with Department of Labor regulations.


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<PAGE>   71

                (b) If any portion of the Participant's nonforfeitable Account
        is payable during the period the Administrator is making its
        determination of the qualified status of the domestic relations order,
        the Administrator must make a separate accounting of the amounts
        payable. If the Administrator determines the order is a Qualified
        Domestic Relations Order within 18 months of the date amounts first are
        payable following receipt of the order, the Administrator will direct
        the Trustee to distribute the payable amounts in accordance with the
        order. If the Administrator does not make its determination of the
        qualified status of the order within the 18-month determination period,
        the segregated Account shall be returned to the Participant's Accounts
        under the Plan and shall be paid at the time and the manner provided
        under the Plan as if no order had been received by the Plan. If the
        Administrator later determines that the order is a Qualified Domestic
        Relations Order, Administrator will apply the order prospectively.

                (c) To the extent it is not inconsistent with the provisions of
        the Qualified Domestic Relations Order, the Administrator may direct the
        Trustee to invest any partitioned amount in a segregated subaccount or
        separate Account and to invest the Account in federally insured,
        interest-bearing savings account(s) or time deposit(s) (or a combination
        of both), or in other fixed income investments. A segregated subaccount
        remains a part of the Trust, but it alone shares in any income it earns,
        and it alone bears any expense or loss it incurs. The Trustee will make
        any payments or distributions required under this section by separate
        benefit check(s) or other separate distribution to the Alternate
        Payee(s).


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                                   Section 19

                          STAND-BY TOP-HEAVY PROVISIONS


               19.1 General. If the Plan is or becomes top heavy or a member of
a "required aggregation group" which is a "top-heavy group" (as defined in
Section 416 of the Code), in any Plan Year after December 31, 1983, the
provisions of this section will supersede any conflicting provisions in the
Plan, but only for those Plan Years in which the Plan remains top heavy, except
as otherwise provided below with respect to vesting. The top-heavy provisions
shall only apply to Employees who completed at least one Hour of Service in a
top-heavy year. The top-heavy provisions shall be interpreted to meet the
requirements of Section 416 of the Code and the regulations promulgated
thereunder. If Employer's Plan is or becomes top heavy, the top-heavy vesting
schedule applicable to Employer's Plan will not be cut back in any Plan Year
when the Plan ceases to be top heavy.

               19.2 Top-Heavy Year. "Top-Heavy Year" shall mean any Plan Year
beginning after December 31, 1983, in which the present value of the cumulative
accrued benefits, with respect to Key Employees in the aggregation group of
plans, exceeds 60 percent of the present value of the cumulative accrued
benefits for all Employees in the aggregation group of plans on the applicable
determination date.

               19.3 Definitions. For purposes of this section, the following
definitions shall apply:

                (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 percent 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 10 largest interests in the Employer if
        such individual's compensation exceeds 100 percent of the dollar
        limitation under Section 415(c)(1)(A) of the Code, a five percent owner
        of the Employer, or a one percent owner of the Employer who has an
        Annual Compensation of more than $150,000. The determination of who is a
        Key Employee will be made in accordance with Section 416(i)(1) of the
        Code and the regulations thereunder.

                (b) Annual Compensation. Compensation as defined in Section
        415(c)(3) of the Code, but including amounts contributed by the Employer
        pursuant to a salary reduction agreement which are excludable from the
        Employee's gross income under Sections 125, 402(e)(3), 402(h) or 403(b)
        of the Code. The determination period is the Plan Year containing the
        determination date and the four preceding Plan Years.


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<PAGE>   73

                (c) Top-heavy Plan. This Plan is top heavy if any of the
        following conditions exists:

                        (i) 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.

                        (ii) 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.

                        (iii) 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.

                (d) Top-heavy Ratio:

                        (i) If the Employer maintains one or more defined
                contribution plans (including any simplified employee pension
                plan) and the Employer has not maintained any defined benefit
                plan which, during the five-year period ending on the
                determination date(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 five-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.

                        (ii) If the Employer maintains one or more defined
                contribution plans (including any simplified employee pension
                plan) and the Employer maintains or has maintained one or more
                defined benefit plans which, during the five-year period ending
                on the determination date(s), has or has had any accrued
                benefits, the top-heavy ratio for any required or permissive
                aggregation group, as appropriate, is a fraction, the numerator
                of which is the sum of account balances under the aggregated
                defined contribution plan or plans for all Key Employees,
                determined in accordance with (i) 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



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<PAGE>   74

                with (i) 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 the 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.

                        (iii) For purposes of (i) and (ii) 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. 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.

                (e) 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 Sections 401(a)(4) and 410 of
        the Code.

                (f) Required Aggregation Group. (i) 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 (ii) any other qualified plan of the Employer
        which enables a plan described in (i) to meet the requirements of
        Sections 401(a)(4) or 410 of the Code.

                (g) Determination Date. For any Plan Year subsequent to the
        first Plan Year, the last day of the preceding Plan Year. For the first
        Plan Year of the Plan, the last day of that year.



Page 19-3

<PAGE>   75

                (h) Valuation Date. The same date as the Determination Date.

                (i) Non-Key Employee. An Employee who is not a Key Employee.

               19.4 Top-Heavy Minimum Contributions.

                (a) Minimum Contribution. If the Plan is a top-heavy plan for a
        Plan Year, the Employer shall contribute to the Plan for the benefit of
        and allocate to all Non-Key Employee Participants who have not separated
        from service at the end of the Plan Year, an amount not less than the
        lesser of the following:

                        (i) Three percent of the Non-Key Employee Participant's
                Total Annual Compensation (as defined in Section 16.1 herein)
                reduced by any Forfeitures allocated to the Account of the
                Participant for the Plan Year; or

                        (ii) The same percentage of the Non-Key Employee
                Participant's Total Annual Compensation (as defined in Section
                16.1 herein) as the percentage made on behalf of the Key
                Employee Participant who receives the highest percentage for the
                Plan Year reduced by any Forfeitures allocated to the Account of
                the Participant for the Plan Year.

                For purposes of determining the amount of the top-heavy minimum
        contribution, Annual Compensation for any Plan Year shall not exceed the
        adjusted Dollar Limitation set forth in Section 2.6.

                The Minimum Contribution is determined without regard to any
        integration with social security otherwise permitted under Section
        401(l) of the Code.

                (b) Determination of Top-Heavy Minimum Contribution. In
        determining the Minimum Contribution for a Non-Key Employee Participant,
        Employer's Discretionary Contribution and allocation made shall be taken
        into account and applied toward the satisfaction of the top-heavy
        Minimum Contribution requirement but Employee's Minimum Contribution
        shall be in addition to Employee Elective Deferrals and Employer
        Matching Contributions, if any.

                (c) Non Duplication of Top-Heavy Minimum Contribution. In
        determining the Minimum Contribution for a Non-Key Employee Participant,
        any Employer Contribution or Forfeitures allocated under this Plan and
        any other defined contribution plan qualified under Section 401(a) of
        the Code sponsored by a Related Employer shall be taken into account and
        applied toward the satisfaction of the top-heavy Minimum Contribution
        requirement. To the extent the required Minimum Contribution is
        satisfied under another defined contribution plan maintained by a
        Related Employer, then no minimum contribution is required under this
        Plan.


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<PAGE>   76

                (d) Top-Heavy Contribution with Defined Benefit Plan.

                        (i) If a Key Employee is a Participant in both a defined
                contribution plan and a defined benefit plan that are part of a
                top-heavy group wherein neither plan is a super top-heavy plan,
                the three percent Minimum Contribution shall be increased to
                four percent if necessary to avoid the application of Section
                416(h)(1) of the Code.

                        (ii) Notwithstanding anything herein to the contrary, in
                any Plan Year in which a Non-Key Employee is a Participant in
                both this plan and a defined benefit pension plan, and both such
                plans are top-heavy plans, the Employer shall not be required to
                provide a Non-Key Employee with both the full separate minimum
                defined benefit plan benefit and the full separate defined
                contribution plan allocations. Therefore, for Non-Key Employees
                who are participating in a defined benefit plan maintained by
                the Employer and the minimum benefits under Section 416(c)(1) of
                the Code are accruing to a Non-Key Employee under such Plan, the
                minimum allocations provided for above shall not be applicable,
                and no Minimum Contribution shall be made to the Plan on behalf
                of the Non-Key Employee. Alternatively, the Employer may satisfy
                the minimum benefit requirement of Section 416(c)(1) of the Code
                for the Non-Key Employee by providing a five percent Minimum
                Contribution for Non-Key Employees under this Plan.

               19.5 Vesting. Vesting shall be determined in accordance with the
following schedule:

<TABLE>
<CAPTION>
                      Years of Service
                      for Vesting Purposes                Vested Interest
                      --------------------                ---------------
<S>                                                       <C>
                      Less than 2 years                         0%
                      2 years but less than 3                  20%
                      3 years but less than 4                  40%
                      4 years but less than 5                  60%
                      5 years but less than 6                  80%
                      6 years or more                         100%
</TABLE>

               If the Plan becomes top-heavy with the vesting schedule herein
becoming effective, and the Plan subsequently is determined not to be top-heavy
the top-heavy vesting schedule will not automatically revert back to the prior
schedule without complying with the requirements of Section 411(a)(10) of the
Code and the regulations thereunder, including the election of former schedule
provisions which must be given to Participants with at least five years of
service. For Plan Years beginning after December 31, 1988, the five-year period
shall be a three-year period.


Page 19-5

<PAGE>   77

               19.6 Annual Additions Limitations. If for any Plan Year a
Participant is a Participant in both a defined contribution plan and a defined
benefit plan maintained by the Employer that are part of a top-heavy group, the
determination of the sum of the defined contribution plan fraction and the
defined benefit fraction for purposes of Section 415(e) of the Code shall be
made substituting "1.0" for "1.25," unless the extra minimum benefit or
contribution is made. The extra required minimum contribution shall be 7 1/2
percent. Also, for any Plan Year in which the plans are part of a super
top-heavy group, 1.0 shall be substituted for 1.25 in any event.



Page 19-6

<PAGE>   78

                                   Section 20

                            MISCELLANEOUS PROVISIONS


               20.1 No Contractual Relationship. The establishment of this Plan
shall not be construed as creating any contract of employment between any
Employer and any Employee. Nothing herein contained shall give any Employee of
an Employer the right to inspect the books of the Employer or any Related
Employer; nor to interfere with the right of the Employer to discharge any
Employee at any time; nor shall it give any Employer the right to require any
Employee to remain in its employ; nor shall it interfere with any Employee's
right to terminate his employment at any time.

               20.2 Liability for Benefits. All Plan Benefits payable under this
Plan shall be provided solely from the Trust, to the extent funded, and neither
the Employer, the Administrator, or the Trustee assume any liability or
responsibility therefor.

               20.3 Inability to Perform. Neither the Employer, the
Administrator, or the Trustee shall be responsible for any inability to perform
or delay in performing, any act occasioned by any person or by law, and, in the
event any such inability or delay shall be so occasioned, the Employer, the
Administrator or the Trustee shall perform such act which, in their sole
discretion, most completely carries out the intention and purpose of this Plan.
All parties to this Plan or in any way interested therein shall be bound by any
acts so performed under such conditions.

               20.4 Participant's Rights. No Participant or Beneficiary shall
have any rights or interest in any specific assets in the Trust, except as
expressly set forth herein.

               20.5 Plan and Trust Binding on all Parties. The Plan and Trust
provisions shall be binding upon the heirs, personal representatives, successors
and assigns of all present and future parties.

               20.6 Conflict of Law Provisions. All matters respecting the
validity, effect, interpretation and administration of the Plan and Trust shall
be determined in accordance with the laws of the state in which the Primary
Employer maintains its principal place of business, except as preempted by
federal law.

               20.7 Waiver of Notice. Any person, including a Participant or
Beneficiary, entitled to notice under the Plan may waive the notice.

               20.8 Third Party. No person dealing with the Trustee is obligated
to see to the proper application of any money paid or property delivered to the
Trustee, or to inquire whether the Trustee has acted pursuant to any of the
terms of the Plan. Each person dealing with the Trustee may act upon any notice,
request or representation in writing by the Trustee, or by the Trustee's duly
authorized agent, and is not liable to any person in so acting. The certificate
of the Trustee that it is acting in accordance with the Plan will be conclusive
in


Page 20-1

<PAGE>   79

favor of any person relying on the certificate. If more than two persons act as
Trustee, a decision of the majority of such persons controls with respect to any
decision regarding the administration or investment of the Trust Fund.

               20.9 Use of Terms. Wherever appropriate, words used herein in the
singular may include the plural, or the plural may be read as the singular, and
the masculine may include the feminine.

               20.10 USERRA Provisions. Effective December 12, 1994,
notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to qualified military service will be
provided in accordance with Section 414(u) of the Code.



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<PAGE>   80

               IN WITNESS WHEREOF, Employer and Trustee have caused this
Agreement to be executed by their duly authorized officers this _____ day of
December, 1999.

                                    EMPLOYER:

                                    COLUMBIA BANCORP



                                    By: /s/ TERRY COCHRAN
                                       ---------------------------
                                    TRUSTEES:

                                    /s/ TERRY COCHRAN
                                    ------------------------------
                                    Terry Cochran

                                    /s/ JEAN MCKINNEY
                                    ------------------------------
                                    Jean McKinney

                                    /s/ ROBERT BAILEY
                                    ------------------------------
                                    Robert Bailey

                                    /s/ DENNIS CARVER
                                    ------------------------------
                                    Dennis Carver