<PAGE>

                                                                    Exhibit 10.3


                              OWENS & MINOR, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                  INTRODUCTION

     The Board of Directors of Owens & Minor, Inc. determined that the adoption
of the Owens & Minor, Inc. Supplemental Executive Retirement Plan (the Plan)
should assist it in attracting and retaining those employees whose judgment,
abilities and experience will contribute to its continued progress and success.
The Board of Directors also determined that the Plan should further those
objectives by providing retirement and related benefits that supplement the
amounts payable under the tax-qualified plans maintained by Owens & Minor, Inc.

     The Plan is effective July 1, 1991. Prior to that date Owens & Minor, Inc.
agreed to pay certain supplemental retirement and related benefits to selected
executive and management employees in accordance with the terms of individual
Executive Salary Continuation Agreements. The Plan supersedes each of the
Executive Salary Continuation Agreements in effect on July 1, 1991, except in
the case of such agreements for which benefit payments became due before July 1,
1991. The Plan, as amended and restated herein, is effective July 1, 2000.
Individuals who were eligible to participate in the Plan prior to July 1, 2000,
but who are not eligible under the amended and restated Plan, are listed on
Exhibit I and are subject to the Plan in the form attached as Exhibit II.

     The Plan is intended to provide an unfunded supplemental retirement benefit
to a select group of management and highly compensated employees as such terms
are used in Sections 201, 301, and 501 of the Employee Retirement Income
Security Act of 1974. The Plan must be interpreted and administered in a manner
that is consistent with that intent.

                                   ARTICLE I
                                  DEFINITIONS


1.01.  401(k) Plan Benefit
       -------------------

     401(k) Plan Benefit means the monthly benefit that would be payable to the
Participant if the portion of the Participant's account balance in the Savings &
Protection Plan for Teammates of Owens & Minor, Inc. attributable to
nondiscretionary employer contributions were converted to an annuity (i) payable
for the lifetime of the Participant, with no survivor benefits, (ii) using as
factors to effect the conversion the "applicable mortality table" and
"applicable interest rate" as defined in Section 417(e)(3)(A)(ii) of the Code,
and (iii) commencing as of the Participant's Early Retirement Date (in the case
of the payment of an Early Retirement Allowance) or as of the Participant's
Normal Retirement Date (in the case of the payment of a Normal Retirement
Allowance) or as of the date of the Participant's termination of employment
under Section 3.04 (in the case of a payment of a Change in Control Allowance).
The 401(k) Plan Benefit shall be taken into account in determining the amount

                                       1
<PAGE>

payable to the Participant under this Plan regardless of the benefit the
Participant actually receives under the Savings & Protection Plan for Teammates
of Owens & Minor, Inc.

1.02. Affiliate
      ---------

     Affiliate means any "subsidiary corporation" or "parent corporation"
(within the meaning of Section 425 of the Code) of the Company.


1.03. Applicable Percentage
      ---------------------

     Applicable Percentage means (a) for purposes of Article III, 65% with
respect to the Early Retirement Allowance and Normal Retirement Allowance and
Change in Control Allowance of a Senior Officer; 55% with respect to the Early
Retirement Allowance and Normal Retirement Allowance and Change in Control
Allowance of a Holding Company Vice President; and 45% with respect to the Early
Retirement Allowance and Normal Retirement Allowance and Change in Control
Allowance of a Regional Vice President; and (b) for purposes of Section 4.01,
25% with respect to payments on behalf of a Senior Officer and 15% with respect
to payments on behalf of a Holding Company Vice President and a Regional Vice
President.

1.04. Beneficiary
      -----------

     Beneficiary means a Participant's Spouse or one or more Lineal Descendants
designated on a Beneficiary Designation Form by a Participant in accordance with
procedures established by the Committee. If the Participant makes a valid
designation of more than one Beneficiary then the Beneficiaries who survive the
Participant shall receive a percentage interest in the benefit payable under the
Plan in accordance with the Participant's instruction or, absent such
instruction, shall receive equal interests. If there is no valid Beneficiary
designation by the Participant, or the designated Beneficiary does not survive
the Participant, the Participant's Beneficiary is the first of the following:
the Participant's surviving Spouse and the Participant's Lineal Descendants per
stirpes who survive the Participant.

1.05. Beneficiary Designation Form
      ----------------------------

Beneficiary Designation Form means a form acceptable to the Committee used by a
Participant according to this Plan to name the Beneficiary or Beneficiaries who
will receive all benefits under this Plan if he or she dies.

1.06. Board
      -----

Board means the Board of Directors of the Company.

1.07. Cause
      -----

Cause means a Participant's conviction of a felony involving dishonestly
directed against the Company or an Affiliate or a Participant's conviction of a
crime of moral turpitude that is injurious to the business reputation of the
Company or an Affiliate.

                                       2
<PAGE>

1.08. Change in Control
      -----------------
      Change in Control means that

     (i)   any "person," as such term is used in Sections 13(d) and 14(d) of the
           Securities Exchange Act of 1934, as amended (the "Exchange Act")
           (other than the Company, any trustee or other fiduciary holding
           securities under an employee benefit plan of the Company, or any
           Company owned, directly or indirectly, by the stockholders of the
           Company in substantially the same proportions as their ownership of
           stock of the Company), is or becomes the "beneficial owner" (as
           defined in Rule 13d-3 under the Exchange Act), directly or
           indirectly, of securities of the Company representing 20% or more of
           the combined voting power of the Company's then outstanding
           securities; provided, however, that Company securities acquired
           directly from the Company shall be disregarded for this purpose;

     (ii)  during any period of two consecutive years (not including any period
           prior to July 1, 2000), individuals who at the beginning of such
           period constitute the Board, and any new director (other than a
           director designated by a person who has entered into an agreement
           with the Company to effect a transaction described in clause (i),
           (ii) or (iv) of this Section) whose election by the Board or
           nomination for election by the Company's stockholders was approved by
           a vote of a majority of the directors then still in office who either
           (x) were directors at the beginning of such period or (y) were so
           elected or nominated with such approval, cease for any reason to
           constitute at least a majority of the Board;

     (iii) the stockholders of the Company approve a merger or consolidation of
           the Company with any other Company, other than (x) a merger or
           consolidation which would result in the voting securities of the
           Company outstanding immediately prior thereto continuing to represent
           (either by remaining outstanding or by being converted into voting
           securities of the surviving entity) more than 50% of the combined
           voting power of the voting securities of the Company or such
           surviving entity outstanding immediately after such merger or
           consolidation or (y) a merger or consolidation effected to implement
           a recapitalization of the Company (or similar transaction) in which
           no "person" (as hereinabove defined) acquires more than 20% of the
           combined voting power of the Company's then outstanding securities;
           or

     (iv)  the stockholders of the Company approve a plan of complete
           liquidation of the Company or an agreement for the sale or
           disposition by the Company of all or substantially all of the
           Company's assets.

1.09. Change in Control Allowance
      ---------------------------

Change in Control Allowance means the benefit described in Section 3.04.

                                       3
<PAGE>

1.10.  Code
       ----

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

1.11.  Committee
       ---------

       Committee means the Compensation and Benefits Committee of the Board.

 1.12. Company
       -------

       Company means Owens & Minor, Inc.

1.13.  Early Retirement Allowance
       --------------------------

       Early Retirement Allowance means the benefit described in Section 3.02.

1.14.  Early Retirement Date
       ---------------------

       Early Retirement Date means the first day of a month coincident with or
following a Participant's Retirement at or after attaining age 55 and after
completing a number of Years of Service that, when added to the Participant's
age at the time of the Participant's Retirement, equals at least 70.

1.15.  Final Average Pay
       -----------------

       Final Average Pay means the total of (i) plus (ii), divided by 60, where:
(i) is the base monthly salary of a Participant, whether paid in cash or shares
of the Company's stock, during the 60 months preceding the date of reference;
provided, that for purposes of determining Final Average Pay, Company stock that
is issued in connection with base monthly salary shall be valued on the date of
issuance, whether or not the stock is then vested and (ii) is the Participant's
annual bonus, whether paid in cash or shares of the Company's stock, earned for
the year in which Participant Retires and the four immediately preceding years;
provided, that for purposes of determining Final Average Pay, Company stock that
is issued in connection with the annual bonus shall be valued on the date of
issuance, whether or not the stock is then vested. A Participant's Final Average
Pay shall be determined without regard to any compensation reductions or
deferrals under Section 125 or 401(k) of the Code. A Participant's Final Average
Pay shall not include amounts paid as an automobile allowance or other amounts
that are in addition to his or her regular base monthly salary. Any period in
which a Participant suffers a Total and Permanent Disability shall be
disregarded in determining his or her Final Average Pay.

1.16.  Good Reason
       -----------

       Good Reason means that after a Change in Control, (a) the Participant
does not receive salary increases comparable to the salary increases that the
Participant received in prior years or, if greater, that other employees in
comparable positions receive in the current year; or (b) the Participant's
compensation or employment related benefits are reduced; or (c) the
Participant's status, title(s), office(s), working conditions, or management

                                       4
<PAGE>

responsibilities are diminished (other than changes in reporting or management
responsibilities required by applicable federal or state law); or (d) the
Participant's place of employment is relocated more than fifty (50) miles from
his or her place of employment immediately before the Change in Control, without
the Participant's consent. A Participant's resignation will not be considered
for Good Reason unless it occurs within six months after an event described in
subsection (a), (b), (c), or (d) of the preceding sentence, or within six months
after the last in a series of such events.

1.17.  Holding Company Vice President
       ------------------------------

       Holding Company Vice President means an individual who holds the title of
Vice President of the Company.

1.18.  Lineal Descendant
       -----------------

       Lineal Descendant means a Participant's child, grandchild, or
great-grandchild, or child of any of the foregoing persons. References in this
Plan to a Participant's Lineal Descendants or to a child, grandchild, or
great-grandchild or child of any of the Participant or any Lineal Descendant
shall include adopted persons.

1.19.  Normal Retirement Allowance
       ---------------------------

       Normal Retirement Allowance means the benefit described in Section 3.01.

1.20.  Normal Retirement Date
       ----------------------

       Normal Retirement Date means the first day of a month coincident with or
following a Participant's Retirement after Participant has attained age 65.

1.21.  Participant
       -----------

       Participant means an individual who has been selected to participate in
the Plan in accordance with Article II.

1.22.  Plan
       ----

       Plan means the Owens & Minor, Inc. Supplemental Executive Retirement
Plan.

1.23.  Qualified Defined Benefit Plan
       ------------------------------

       Qualified Defined Benefit Plan means a defined benefit pension plan that
is maintained by the Company or an Affiliate and which satisfies the
requirements of Section 401(a) and related sections of the Code.

1.24.  Qualified Defined Benefit Plan Benefit
       --------------------------------------

       Qualified Defined Benefit Plan Benefit means the monthly benefit that
would be payable to the Participant from all Qualified Defined Benefit Plans in
the form of an annuity payable for the lifetime of the Participant with no

                                       5
<PAGE>

survivor's benefits. The amount of the Qualified Defined Benefit Plan Benefit
shall be determined as an annuity commencing as of the Participant's Early
Retirement Date (in the case of the payment of an Early Retirement Allowance) or
as of the Participant's Normal Retirement Date (in the case of the payment of a
Normal Retirement Allowance) or as of the date of the Participant's termination
of employment under Section 3.04 (in the case of a payment of a Change in
Control Allowance). The Qualified Defined Benefit Plan Benefit shall be taken
into account in determining the amount payable to the Participant under this
Plan regardless of the benefit the Participant actually receives under any
Qualified Defined Benefit Plan.

 1.25.  Regional Vice President
        -----------------------

       Regional Vice President means an individual who holds the title of
Regional Vice President of the Company.

1.26.  Retire and Retirement
       ---------------------

       Retire and Retirement mean severance from the employment of the Company
and its Affiliates (i) at or after the attainment of age 55 and after completing
a number of Years of Service that, when added to Participant's age at the time
of severance from employment, equals at least 70 or (ii) at or after the
attainment of age 65.

1.27.  Senior Officer
       --------------

       Senior Officer means an individual who holds the title of Senior Vice
President of the Company or an Affiliate or who holds a position with the
Company or an Affiliate that is more senior than Senior Vice President.

1.28.  Social Security Benefit
       -----------------------

       Social Security Benefit means the monthly benefit that the Participant is
entitled to receive under Section 215 of the Social Security Act, without regard
to any reduction in such benefit on account of excess earnings and without
regard to whether the Participant elects to receive such benefit. The amount of
the Social Security Benefit shall be determined as of the Participant's Early
Retirement Date (in the case of the payment of an Early Retirement Allowance) or
as of the Participant's Normal Retirement Date (in the case of the payment of a
Normal Retirement Allowance) or as of the date of the Participant's termination
of employment under Section 3.04 (in the case of a payment of a Change in
Control Allowance), and shall be reduced by .333% for each month by which the
month in which the Participant's Retirement or other termination of employment
occurs precedes the month in which the Participant will attain age 62.

1.29.  Spouse
       ------

       Spouse means the person to whom the Participant is legally married on the
date of reference.

                                       6
<PAGE>

1.30.  Total and Permanent Disability
       ------------------------------

       Total and Permanent Disability means a disability which (i) resulted from
bodily or mental injury or disease, (ii) has existed continuously for at least
six months and (iii) in the opinion of the Committee prevents the Participant
from performing his or her regularly assigned duties with the Company and its
Affiliates. The Committee may require the Participant to prove his or her
continued Total and Permanent Disability once during each calendar year and
absent such proof the Total and Permanent Disability shall be deemed to have
ceased.

1.31.  Years of Service
        ----------------

       Years of Service means the total years of service credited to a
Participant for purposes of determining his or her vested or nonforfeitable
interest in a Qualified Defined Benefit Plan. Notwithstanding the foregoing, a
Participant shall be credited with Years of Service during a period of Total and
Permanent Disability as if he or she was employed by the Company during such
period.

                                   ARTICLE II

                                 PARTICIPATION
                                 -------------

       Consistent with the purposes of the Plan and the Company's intent in
adopting the Plan, the Committee shall designate employees of the Company and
its Affiliates who are eligible to participate in the Plan. An individual shall
remain a Participant only so long as the Committee continues such designation;
provided, however, that a designation may not be changed or revoked after that
Participant has reached his Early Retirement Date or Normal Retirement Date, or
that Participant or his or her Beneficiary has become entitled to a benefit
under the Plan, or during a period in which the Participant suffers a Total and
Permanent Disability. Nor may a designation be changed or revoked after a Change
in Control.

       Membership on the Board or a committee of the Board (other than the
Committee) shall not by itself render an individual ineligible to participate in
the Plan. An individual who is a member of the Committee may not participate in
the Plan during his or her service on the Committee.

                                  ARTICLE III

                  RETIREMENT AND CHANGE IN CONTROL ALLOWANCES
                  -------------------------------------------


3.01.  Normal Retirement Allowance
       ---------------------------

       Subject to the requirements of Article V and Section 8.01, a Normal
Retirement Allowance shall be payable to a Participant who Retires on or after
his or her Normal Retirement Date. The monthly Normal Retirement Allowance shall
be the difference between (i) and (ii) below where

                                       7
<PAGE>

    (i) =  the Applicable Percentage of the Participant's Final Average Pay
           (determined as of his or her Normal Retirement Date) and

    (ii) = the sum of the Qualified Defined Benefit Plan Benefit and the 401(k)
           Plan Benefit and the Social Security Benefit and the defined benefit
           pension plan(s) benefits(s) of any other prior employer or employers.

3.02.  Early Retirement Allowance
       --------------------------

       Subject to the requirements of Article V and Section 8.01, an Early
Retirement Allowance shall be payable to a Participant who Retires on or after
his or her Early Retirement Date and before his or her Normal Retirement Date.
The monthly Early Retirement Allowance shall be equal to the benefit calculated
in Section 3.01, but determined as of the Participant's Early Retirement Date,
reduced by .333% for each month by which the month in which Participant's Early
Retirement Date occurs precedes the month in which he or she would first have
become eligible for a Normal Retirement Allowance. Notwithstanding the
foregoing, the .333% reduction referenced in the preceding sentence shall not
apply to a Participant who Retires at or after attainment of age 62 and after
completing 20 Years of Service and before his or her Normal Retirement Date, so
that the monthly Early Retirement Allowance for such a Participant shall be
equal to the benefit calculated in Section 3.01, but determined as of the
Participant's Early Retirement Date.

3.03.  Payment of Retirement Allowances
       --------------------------------

       The payment of the retirement allowance payable under Section 3.01 or
Section 3.02 shall begin on the 15th day of the month following the month in
which the Participant Retires. The payment of the retirement allowance shall
continue to be paid as of the 15th day of each month thereafter until the month
in which the Participant dies. No further retirement allowance payments will be
made under Section 3.01 or Section 3.02 following the month in which the
Participant dies.

3.04.  Change in Control Allowance
       ---------------------------

       (a) Subject to the requirements of Article V and Section 8.01, a Change
in Control Allowance shall be payable to a Participant who is terminated by the
Company or an Affiliate (other than for Cause) or who resigns his or her
employment with the Company or an Affiliate with Good Reason following a Change
in Control, but prior to his or her Early Retirement Date or Normal Retirement
Date. The monthly Change in Control Allowance shall be equal to (i) the benefit
calculated in Section 3.01, but determined as of the date of Participant's
termination in accordance with this Section 3.04, multiplied by (ii) a fraction,
the numerator of which is the number of Years of Service that the Participant
has accrued on the date of his or her termination under this Section 3.04, and
the denominator of which is the number of Years of Service that the Participant
would have accrued if he or she had remained in the continuous employ of the
Company and its Affiliates through the earlier of the date that he or she would
first have become eligible for an Early Retirement Allowance and the date that
he or she would first have become eligible for a Normal Retirement Allowance;
reduced by (iii) .333% for each month by which the month in which Participant

                                       8
<PAGE>

terminates employment under this Section 3.04 precedes the month in which he or
she would first have become eligible for a Normal Retirement Allowance.

3.05.  Payment of Change in Control Allowance
       --------------------------------------

       The payment of the Change in Control Allowance payable under Section 3.04
shall begin on the 15th day of the month following the month in which the
Participant terminates employment following a Change in Control, or, if later,
on the 30th day after the Change in Control. The payment of the Change in
Control Allowance shall be paid as of the 15th day of each month thereafter
until the month in which the Participant dies. No further Change in Control
Allowance payments will be made under Section 3.04 following the month in which
the Participant dies.



                                   ARTICLE IV


                         PAYMENTS IN THE EVENT OF DEATH
                         ------------------------------


4.01.  Death On or Before Retirement
       -----------------------------


       (a) Subject to the requirements of Article V and Section 8.01, a benefit
shall be payable under this Section 4.01(a) if the Participant dies prior to a
date on which his or her severance from employment would constitute his or her
Retirement. The monthly benefit payable under this Section 4.01(a) shall be
equal to the Applicable Percentage of the Participant's Final Average Pay
(determined as of the last day of the month preceding the month in which the
Participant died).


       (b) Subject to the requirements of Article V and Section 8.01, a benefit
shall be payable under this Section 4.01(b) if the Participant's severance from
employment due to his or her death constitutes his or her Retirement. The
monthly benefit payable under this Section shall be the greater of (i) the
benefit that would have been payable under Section 4.01(a) if the date of the
Participant's death had not been a date on which the Participant could Retire
and (ii) the monthly benefit that would have been payable under Article III if
the Participant's employment had terminated on the date of his or her death for
reasons other than his or her death.


       (c) The payment of the benefit described in the preceding Subsection (a)
or (b), as applicable, shall be paid to the Participant's Beneficiary beginning
on the 15th day of the month following the month in which the Participant died.
The payment of that benefit to the Participant's Beneficiary will continue as of
the 15th day of each month thereafter until the earlier of (i) the death of the
Participant's Beneficiary and (ii) a total of 180 months' benefits have been
paid to the Participant's Beneficiary. In the event of the death of the
Participant's Beneficiary before a total of 180 payments have been made, the
present value of the remainder of such 180 payments shall be paid in a lump sum
to the estate of the Beneficiary, using the "applicable interest rate" as
defined in Section 417(e)(3)(A)(ii) of the Code to calculate the present value.



                                       9
<PAGE>

       (d) No benefit will be payable under this Section if the Participant is
not survived by any Beneficiary.



4.02.  Death After Retirement or Change in Control Termination
       -------------------------------------------------------

       (a) Subject to the requirements of Article V and Section 8.01, a benefit
shall be payable under this Section if the Participant dies after Retirement or
after termination or employment under circumstances that entitle him or her to a
Change in Control Allowance under Article III and before his or her receipt of
180 payments of that benefit. The monthly benefit payable under this Section
4.02 shall be equal to the monthly allowance to which the Participant was
entitled under Article III immediately prior to the Participant's death.


       (b) The payment of the benefit described in the preceding Subsection (a)
shall be paid to the Participant's Beneficiary beginning on the 15th day of the
month following the month in which the Participant died. The payment of that
benefit to the Participant's Beneficiary will continue as of the 15th day of
each month thereafter until the earlier of (i) a total of 180 payments have been
made under the Plan to the Participant and his or her Beneficiary, and (ii) the
death of the Participant's Beneficiary. In the event of the death of
Participant's Beneficiary before a total of 180 payments have been made, the
present value of the remainder of such 180 payments shall be paid in a lump sum
to the estate of the Beneficiary, using the "applicable interest rate" as
defined in Section 417(e)(3)(A)(ii) of the code to calculate the present value.


       (c) No benefit will be payable under this Section if the Participant is
not survived by any Beneficiary.


                                   ARTICLE V

                       VESTING AND CONTINUOUS EMPLOYMENT
                       ---------------------------------

5.01.  Vesting
       -------

       No benefit will be payable under the Plan unless the Participant remains
in the continuous employ of the Company and its Affiliates from his or her most
recent designation as a Participant by the Committee until:


     (i)    his or her Early Retirement Date;

     (ii)   his or her Normal Retirement Date;

     (iii)  his or her death; or

     (iv)   his or her termination of employment under circumstances that
            entitle the Participant to a Change in Control Allowance in the case
            of the payment of a Change in Control Allowance.

Notwithstanding the foregoing, no benefit shall be payable under this Plan if
the Participant's employment with the Company and its Affiliates terminates or
is terminated for Cause.


                                       10
<PAGE>

5.02.  Total and Permanent Disability
       ------------------------------

       (a) A Participant who remains in the continuous employ of the Company and
its Affiliates from his or her most recent designation as a Participant by the
Committee until his or her separation from service on account of a Total and
Permanent Disability shall be deemed to remain in the continuous employ of the
Company and its Affiliates for purposes of the Plan


       (b) A Participant described in the preceding Subsection may elect to
receive an Early Retirement Allowance on or after what would have been his or
her Early Retirement Date. A Participant described in the preceding Subsection
may elect to receive a Normal Retirement Allowance on or after what would have
been his or her Normal Retirement Date. The benefit described in Section 4.01(a)
or (b), as applicable, shall be payable on behalf of a Participant described in
the preceding Subsection who dies without having made an election to receive an
Early Retirement Allowance or a Normal Retirement Allowance pursuant to the
first sentence of this Section 5.01(b). The benefit described in Section 4.02
shall be payable on behalf of a Participant described in the preceding
Subsection who dies after having made an election to receive an Early Retirement
Allowance or a Normal Retirement Allowance pursuant to the first sentence of
this Section 5.01(b).


       (c) This Section shall not apply if the Participant recovers from his or
her Total and Permanent Disability and does not return to the active employ of
the Company and its Affiliates at that time. In that event, the Participant will
be deemed to have separated from the service of the Company and its Affiliates
as of the date that his or her employment terminated on account of his or her
Total and Permanent Disability.

5.03.  Continuous Employment
       ---------------------

       The Committee, in its discretion, shall determine the extent, if any, to
which leaves or absence for military service, governmental service and other
reasons shall be deemed not to have caused an interruption in a Participant's
continuous employment with the Company and its Affiliates.

5.04.  Non-Competition
       ---------------

       (a) As a condition for participating in the Plan, Participant
acknowledges that during his or her employment by the Company and its
Affiliates, he or she will have access to and obtain confidential documents and
information relating to the business of the Company and its Affiliates.
Participant acknowledges and agrees that because the Company is granting him or
her such access and permitting him or her to obtain such confidential documents
and information, any competition by him or her with the Company unfairly would
result in material damage to the Company and its Affiliates and cause Company
and its Affiliates to suffer irreparable damage.


       (b) Participant thus agrees that, once he or she has become entitled to a
benefit under this Plan in accordance with Section 5.01, then during his or her
employment and for a period of five years immediately following termination of
his or her employment (for any reason), Participant shall not directly or
indirectly own, manage, operate, join, control, be employed by or consult with

                                       11
<PAGE>

any firm or business entity which is in the same business as, or similar to, the
Company or any of its Affiliates and which competes with the Company or any of
its Affiliates. Recognizing the broad geographic scope and unique nature of the
business of the Company and its Affiliates, and expressly acknowledging the
Company's legitimate interest in this restriction, Participant agrees that this
restriction shall apply within a radius of 500 miles from Participant's
principal assignment with the Company and its Affiliates.


       (c) Participant further agrees that, once he or she has become entitled
to a benefit under this Plan in accordance with Section 5.01, then during his or
her employment and for a period of five years immediately following termination
of his or her employment (for any reason), Participant will not hire, solicit
for hire or encourage to leave the Company's or an Affiliate's employment any
person who is then an employee of the Company or an Affiliate.


       (d) Participant agrees that in the event of any breach or threatened
breach of his or her promises in this Section, the Company will not have an
adequate remedy at law and will suffer substantial and irreparable damage.
Participant accordingly agrees that the Company shall be entitled to obtain
specific enforcement of his or her promises, including but not limited to
temporary and permanent injunctions restraining Participant from breaching such
promises. In addition to any remedy that may be afforded the Company, upon a
breach or threatened breach of the promise in this Section, Participant shall
forfeit all rights under this Plan and no benefit or further benefit shall be
payable to Participant, or any Beneficiary. This provision shall not bar the
Company from any other remedies available to it for such breach or threatened
breach, including the recovery of damages and attorneys' fees.


       (e) The prohibitions of this Section are severable, and a finding by any
court that any one prohibition is unenforceable shall not affect the validity of
any other prohibition. Additionally, should any court find that any provision of
this Section is unenforceable, Participant and the Company specifically
authorize the court to modify that provision and to enforce that provision as
modified.


                                   ARTICLE VI

                           ADMINISTRATION OF THE PLAN
                           --------------------------

6.01.  Generally
       ---------

       The Plan shall be administered by the Committee. Subject to the
provisions of the Plan, the Committee may adopt such rules and regulations as
may be necessary to carry out the purposes hereof. The Committee's
interpretation and construction of any provision of the Plan shall be final and
conclusive.

6.02.  Indemnification
       ---------------

       The Company shall indemnify and save harmless each member of the
Committee against any and all expenses and liabilities arising out of his or her
membership on the Committee, excepting only expenses and liabilities arising out
of his or her own willful misconduct. Expenses against which a member of the
Committee shall be indemnified hereunder shall include without limitation, the

                                       12
<PAGE>

amount of any settlement or judgment, costs, counsel fees, and related charges
reasonably incurred in connection with a claim asserted, or a proceeding brought
or settlement thereof.  The foregoing right of indemnification shall be in
addition to any other rights to which any such member may be entitled.

6.03.  Determining Benefits
       --------------------

       In addition to the powers hereinabove specified, the Committee shall have
the power to compute and certify the amount and kind of benefits from time to
time payable to or on behalf of Participants under the Plan, to authorize all
disbursements for such purposes, and to determine whether a Participant or a
Beneficiary is entitled to a benefit under the Plan.

6.04.  Cooperation
       -----------

To enable the Committee to perform its functions, the Company shall supply full
and timely information to the Committee on all matters relating to the
compensation of all Participants, their Retirement, death or other cause for
termination of employment, and such other pertinent facts as the Committee may
require.

6.05.  Claims
       ------

       (a) It is not necessary to file a claim in order to receive Plan
benefits.

       (b) On receipt of a claim for Plan benefits, the Committee must respond
in writing within ninety days. If necessary, the Committee's first notice must
indicate any special circumstances requiring an extension of time for the
Committee's decision. The extension notice must indicate the date by which the
Committee expects to render a decision; an extension of time for processing may
not exceed ninety days after the end of the initial period.

       (c) If a claim is wholly or partially denied, the Committee must give
written notice within the time provided in subsection (b). An adverse notice
must specify each reason for denial. There must be specific reference to
provisions of the Plan or related documents on which the denial is based. If
additional material or information is necessary for the claimant to perfect the
claim, it must be described and there must be an explanation of why that
material or information is necessary. Adverse notice must disclose appropriate
information about the steps that the claimant must take if he or she wishes to
submit the claim for review. If notice that a claim has been denied is not
furnished within the time required in subsection (b), the claim is deemed
denied.

       (d) The full value of a payment made according to the provisions of the
Plan satisfies that much of the claim and all related claims under the Plan
against the Committee and the Company and its Affiliates, each of whom, as a
condition to a payment from it or directed by it, may require the Participant,
Beneficiary, or legal representative to execute a receipt and release of the
claim in a form determined by the person requesting the receipt and release.
                                       13
<PAGE>

6.06.  Review of Claims
       ----------------

       (a) On proper written request for review from a claimant to the
Committee, there must be a review by the Board. The Committee must receive the
written request before sixty-one days after the claimant's receipt of notice
that a claim has been denied according to the preceding Plan Section. The
claimant and an authorized representative are entitled to be present and heard
if any hearing is used as part of the review.

       (b) The Board must determine whether there will be a hearing. Before any
hearing, the claimant or a duly authorized representative may review all Plan
documents and other papers that affect the claim and may submit issues and
comments in writing. The Board must schedule any hearing to give sufficient time
for this review and submission, giving notice of the schedule and deadlines for
submissions.

       (c) The Board must advise the claimant in writing of the final
determination after review. The decision on review must be written in a manner
calculated to be understood by the claimant, and it must include specific
reasons for the decision and specific references to the pertinent provisions of
the Plan or related documents on which the decision is based. The written advice
must be rendered within sixty days after the request for review is received,
unless special circumstances require an extension of time for processing. If an
extension is necessary, the decision must be rendered as soon as possible but no
later than 120 days after receipt of the request for review. If the Board has
regularly scheduled meetings at least quarterly, the following rules govern the
time for the decision after review. If the claimant's written request for review
is received more than thirty days before a Board meeting, the decision of the
Board must be rendered at the next meeting after the request for review is
received. If the claimant's written request for review is received thirty days
or less before a Board meeting, the decision of the Board must be rendered at
the Board's second meeting after the request for review has been received. If
special circumstances (such as the need to hold a hearing) require an extension
of time for processing, the decision of the Board must be rendered not later
than the Board's third meeting after the request for review has been received.
If an extension of time for review is required, written notice of the extension
must be furnished to the claimant before the extension begins. If notice that a
claim has been denied on review is not received by the claimant within the time
required in this paragraph, the claim is deemed denied on review.

                                  ARTICLE VII

                 TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
                 ----------------------------------------------

7.01.  Reservation of Rights
       ---------------------

       Except as otherwise specifically provided, the Company reserves the right
to terminate, amend or modify this Plan wholly or partially at any time and from
time to time. Such right to terminate, amend or modify the Plan shall be
exercised by the Board. Notwithstanding the preceding, with respect to an
affected Participant, the Plan may not be amended, modified or terminated after
a Change in Control unless the affected Participant agrees to such amendment,
modification or termination in writing.

                                       14
<PAGE>

7.02.  Limitation of Actions
       ---------------------

       The rights of the Company set forth in the preceding Section are subject
to the condition that its Board shall take no action to terminate the Plan or
decrease the benefit that would become payable or is payable, as the case may
be, with respect to a Participant or a Beneficiary after the Participant has
reached his or her Early Retirement Date or Normal Retirement Date or the
Participant, or his or her Beneficiary has become entitled to a benefit under
the Plan.

7.03.  Effect of Termination
       ---------------------

       Except as provided in Sections 7.01 and 7.02, upon the termination of
this Plan by the Board, the Plan shall be of no further force or effect, and
neither the Company nor the Participant or his or her Beneficiary shall have any
further obligation or right under this Plan.

                                  ARTICLE VIII

                                 MISCELLANEOUS
                                 -------------

8.01.  Limitation on Benefits
       ----------------------

       (a) For purposes of this Plan, the following terms shall have the
meanings indicated below:

          (i) "Accounting Firm" means the public accounting firm retained as the
Company's independent auditor as of the date immediately prior to the Change in
Control, or, for any Participant subject to an Executive Severance Agreement,
such other independent accounting firm as may be appointed in accordance with
that Agreement.

          (ii) "Capped Parachute Payments" means the largest amount of Parachute
Payments that may be paid to a Participant without liability for any excise tax
under Code Section 4999.

          (iii) "Net After Tax Amount" means the amount of any Parachute
Payments or Capped Parachute Payments, as applicable, net of taxes imposed under
Code Sections 1, 3101(b) and 4999 and any state or local income taxes applicable
to a Participant as in effect on the date of the payment under this Section
8.01.  The determination of the Net After Tax Amount shall be made using the
highest combined effective rate imposed by the foregoing taxes on income of the
same character as the Parachute Payments or Capped Parachute Payments, as
applicable, in effect for the year for which the determination is made.

          (iv) "Parachute Payment" means a payment that is described in Code
Section 280G(b)(2) (without regard to whether the aggregate present value of
such payments exceeds the limit prescribed by Code Section 280G(b)(2)(A)(ii)).
The amount of any Parachute Payment shall be determined in accordance with Code
Section 280G and the regulations promulgated thereunder, or, in the absence of
final regulations, the proposed regulations promulgated under Code Section 280G.

                                       15
<PAGE>

       (b) The benefit payable to a Participant under this Plan and under other
plans, programs, and agreements may constitute Parachute Payments that are
subject to the "golden parachute" rules of Code Section 280G and the excise tax
of Code Section 4999. It is the Company's intention to reduce any Parachute
Payments (but not any payment, distribution or other benefit that is not a
Parachute Payment) if, and only to the extent that, a reduction will allow the
affected Participant to receive a greater Net After Tax Amount than he or she
would receive absent a reduction. The remaining provisions of this subsection
describe how that intent will be effectuated.

       (c) The Accounting Firm will first determine the amount of any Parachute
Payments that are payable to a Participant. The Accounting Firm will also
determine the Net After Tax Amount attributable to that Participant's total
Parachute Payments.

       (d) The Accounting Firm will next determine the amount of that
Participant's Capped Parachute Payments. Thereafter, the Accounting Firm will
determine the Net After Tax Amount attributable to that Participant's Capped
Parachute Payments.

       (e) That Participant will receive the total Parachute Payments unless the
Accounting Firm determines that the Capped Parachute Payments will yield a
higher Net After Tax Amount, in which case that Participant will receive the
Capped Parachute Payments. If that Participant will receive the Capped Parachute
Payments, his or her benefit under this Plan will be adjusted, if at all, in the
manner determined by the Committee, taking into account the provisions of any
Executive Severance Agreement or other agreement to which the Participant may be
subject that specifies the manner in which Parachute Payments must be reduced.
The Accounting Firm will notify the Participant and the Company if it determines
that the Parachute Payments must be reduced to the Capped Parachute Payments and
will send the Participant and the Company a copy of its detailed calculations
supporting that determination.

       (f) If, pursuant to Subsection (e), a Participant will receive the total
Parachute Payments, the Company shall indemnify the Participant and hold him
harmless against all claims, losses, damages, penalties, expenses, and excise
taxes. To effect this indemnification, the Company must pay the Participant an
additional amount (the "Gross-Up Payment") that after payment by the Participant
of all taxes, including, without limitation, any income, employment and excise
taxes (and any interest and penalties imposed with respect thereto), imposed
upon the Gross-Up Payment leaves the Participant a net amount from the Gross-Up
Payment equal to the excise tax under Code Section 4999 imposed on the Parachute
Payments. The determination of any additional amount that must be paid under
this paragraph must be made by the Company in good faith.

       (g) As a result of any uncertainty in the application of Code Sections
280G and 4999 at the time that the Accounting Firm makes its determinations
under this Section 8.01, it is possible that amounts will have been paid or
distributed to a Participant that should not have been paid or distributed under
this Section 8.01 ("Overpayments"), or that additional amounts should be paid or
distributed to a Participant under this Section 8.01 ("Underpayments"). If the
Accounting Firm determines, based on either controlling precedent, substantial
authority or the assertion of a deficiency by the Internal Revenue Service

                                       16
<PAGE>

against a Participant or the Company, which assertion the Accounting Firm
believes has a high probability of success, that an Overpayment has been made,
then the Participant shall have an obligation to pay the Company upon demand an
amount equal to the sum of the Overpayment plus interest on such Overpayment at
the prime rate provided in Code Section 7872(f)(2) from the date of the
Participant's receipt of such Overpayment until the date of such repayment;
provided, however, that the Participant shall be obligated to make such
repayment if, and only to the extent, that the repayment would either reduce the
amount on which the Participant is subject to tax under Code Section 4999 or
generate a refund of tax imposed under Code Section 4999. If the Accounting Firm
determines, based upon controlling precedent or substantial authority, that an
Underpayment has occurred, the Accounting Firm will notify the Participant and
the Company of that determination and the Company will pay the amount of that
Underpayment to the Participant promptly in a lump sum, with interest calculated
on such Underpayment at the prime rate provided in Code Section 7872(f)(2) from
the date such Underpayment should have been paid until actual payment.

       (h) All determinations made by the Accounting Firm under this Section
8.01 are binding on the Participant and the Company and must be made as soon as
practicable but no later than thirty days after a Participant's termination of
employment following a Change in Control. Within thirty days after the
termination, the Company will commence payment of the Participant's Change in
Control Allowance, or a reduced Change in Control Allowance as calculated by the
Accounting Firm pursuant to this Section 8.01.

       (i) All references in this Section 8.01 to a Participant and to an amount
payable to the Participant shall be interpreted to include the Participant's
Beneficiary and amounts payable to the Participant's Beneficiary, if applicable.

8.02.  Unfunded Plan
       -------------

       The Company has only a contractual obligation to make payments of the
benefits described in the Plan. All benefits are to be satisfied solely out of
the general corporate assets of the Company which shall remain subject to the
claims of its creditors. No assets of the Company will be segregated or
committed to the satisfaction of its obligations to any Participant or
Beneficiary under this Plan. If the Company, in its sole discretion, elects to
purchase life insurance on the life of a Participant in connection with the
Plan, the Participant must submit to a physical examination, if required by the
insurer, and otherwise cooperate in the issuance of such policy or his or her
rights under the Plan will be forfeited.

8.03.  Other Benefits and Agreements
       -----------------------------

       The benefits, if any, provided for a Participant or his or her
Beneficiary under the Plan are in addition to any other benefits available to
such Participant under any other plan or program of the Company for its
employees (other than an Executive Salary Continuation Agreement), and, except
as may otherwise be expressly provided for, the Plan shall supplement and shall

                                       17
<PAGE>

not supersede, modify or amend any other plan or program of the Company in which
a Participant is participating.

8.04.  Withholding Taxes
       -----------------

The benefit, if any payable to a Participant or his or her Beneficiary under the
Plan shall be reduced by the amounts which the Company, in its discretion,
determines shall be withheld under applicable federal, state and local income
taxes and for any applicable employment-related taxes.

8.05.  Restrictions on Transfer of Benefits
       ------------------------------------

       No right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to
do so shall be void. No right or benefit hereunder shall in any manner be liable
for or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefit. If any Participant or Beneficiary under the Plan
should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to a benefit hereunder, then such right or benefit,
in the discretion of the Committee, shall cease and terminate, and, in such
event, the Committee may hold or apply the same or any part thereof for the
benefit of such Participant or his or her Beneficiary or other dependents, or
any of them, in such manner and in such portion as the Committee may deem
proper.

8.06.  No Guarantee of Employment
       --------------------------

       The Plan does not in any way limit the right of the Company or an
Affiliate at any time and for any reason to terminate the Participant's
employment or such Participant's status as an officer of the Company or an
affiliate. In no event shall the Plan by its terms or implications constitute an
employment contract of any nature whatsoever between the Company or an Affiliate
and a Participant.

8.07.  Successors
       ----------

       The Plan shall be binding upon the Company and its successors and
assigns; subject to the powers set forth in Article VII, and upon a Participant
and his or her Beneficiary and either of their assigns, heirs, executors and
administrators.

8.08.  Construction
        ------------

Headings are given for ease of reference and must be disregarded in interpreting
the Plan.  Masculine pronouns wherever used shall include feminine pronouns and
the use of the singular shall include the plural.

                                       18