<PAGE>   1

                                                        EXHIBIT 10.38           
                                                                   



                          SCHAWK, INC. RETIREMENT PLAN
                             FOR IMAGING EMPLOYEES
                 Amended and Restated Effective January 1, 1996
                  (Except as Specifically Provided Otherwise)
<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
ARTICLE 1
<S>                                                                                <C>
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.1  Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.2  Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.3  Effective Date  . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     1.4  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

ARTICLE 2
Eligibility and Participation . . . . . . . . . . . . . . . . . . . . . . . . .    11
     2.1  Eligibility Requirements  . . . . . . . . . . . . . . . . . . . . . .    11
     2.2  Leaves of Absence . . . . . . . . . . . . . . . . . . . . . . . . . .    11

ARTICLE 3
Contributions by Employer . . . . . . . . . . . . . . . . . . . . . . . . . . .    12
     3.1  Employer Contributions  . . . . . . . . . . . . . . . . . . . . . . .    12
     3.2  Before-Tax Contributions  . . . . . . . . . . . . . . . . . . . . . .    13
     3.3  Limitations on Before-Tax Contributions . . . . . . . . . . . . . . .    13
     3.4  Employer Matching Contribution  . . . . . . . . . . . . . . . . . . .    16
     3.5  Code Section 401(m) Limitation on Employer Matching Contributions . .    17
     3.6  Multiple Use  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19

ARTICLE 4
Participant Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
     4.1  No After-Tax Contributions  . . . . . . . . . . . . . . . . . . . . .    21
     4.2  Rollover Contribution . . . . . . . . . . . . . . . . . . . . . . . .    21
     4.3  Trustee-to-Trustee Transfers  . . . . . . . . . . . . . . . . . . . .    21
     4.4  Allocation of Trustee-to-Trustee Transfers and Rollover Contributions    22

ARTICLE 5
Accounting Provisions and Allocations . . . . . . . . . . . . . . . . . . . . .    23
     5.1  Participant's Accounts  . . . . . . . . . . . . . . . . . . . . . . .    23
     5.2  Investment Funds  . . . . . . . . . . . . . . . . . . . . . . . . . .    23
     5.3  Allocation Procedure  . . . . . . . . . . . . . . . . . . . . . . . .    23
     5.4  Determination of Value of Trust Fund  . . . . . . . . . . . . . . . .    24
     5.5  Allocation of Net Earnings or Losses  . . . . . . . . . . . . . . . .    24
     5.6  Allocation of Before-Tax Contributions  . . . . . . . . . . . . . . .    24
     5.7  Allocation of Employer Matching Contributions . . . . . . . . . . . .    24
     5.8  Provisional Annual Addition . . . . . . . . . . . . . . . . . . . . .    25
     5.9  Limitation on Annual Additions  . . . . . . . . . . . . . . . . . . .    25
</TABLE>





                                       i
<PAGE>   3


<TABLE>
<CAPTION>
ARTICLE 6
<S>                                                                              <C> 
Amount of Payments to Participants  . . . . . . . . . . . . . . . . . . . . . .    27
     6.1  General Rule  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
     6.2  Age 55 and Normal Retirement  . . . . . . . . . . . . . . . . . . . .    27
     6.3  Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
     6.4  Disability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
     6.5  Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
     6.6  Resignation or Dismissal  . . . . . . . . . . . . . . . . . . . . . .    28
     6.7  Computation of Period of Service  . . . . . . . . . . . . . . . . . .    28
     6.8  Treatment of Forfeitures  . . . . . . . . . . . . . . . . . . . . . .    28

ARTICLE 7
Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
     7.1  Commencement and Form of Distributions  . . . . . . . . . . . . . . .    30
     7.2  Distributions to Beneficiaries  . . . . . . . . . . . . . . . . . . .    33
     7.3  Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
     7.4  Installment or Deferred Distributions . . . . . . . . . . . . . . . .    35
     7.5  Form of Elections and Applications for Benefits . . . . . . . . . . .    35
     7.6  Unclaimed Distributions . . . . . . . . . . . . . . . . . . . . . . .    35
     7.7  Loans.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    35
     7.8  Withdrawals From Before-Tax Account Prior to Termination  of
          Employment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
     7.9  Withdrawals From Other Accounts Prior to Termination of Employment  .    38
     7.10 Facility of Payment . . . . . . . . . . . . . . . . . . . . . . . . .    38
     7.11 Claims Procedure  . . . . . . . . . . . . . . . . . . . . . . . . . .    39

ARTICLE 8
Top-Heavy Plan Requirements . . . . . . . . . . . . . . . . . . . . . . . . . .    41
     8.1  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
     8.2  Top-Heavy Plan Requirements . . . . . . . . . . . . . . . . . . . . .    43

ARTICLE 9
Powers and Duties of Plan Administrative Committee  . . . . . . . . . . . . . .    45
     9.1  Appointment of Plan Administrative Committee  . . . . . . . . . . . .    45
     9.2  Powers and Duties of Administrative Committee . . . . . . . . . . . .    45
     9.3  Administrative Committee Procedures . . . . . . . . . . . . . . . . .    46
     9.4  Consultation with Advisors  . . . . . . . . . . . . . . . . . . . . .    46
     9.5  Administrative Committee Members as Participants  . . . . . . . . . .    47
     9.6  Records and Reports . . . . . . . . . . . . . . . . . . . . . . . . .    47
     9.7  Investment Policy . . . . . . . . . . . . . . . . . . . . . . . . . .    47
     9.8  Designation of Other Fiduciaries  . . . . . . . . . . . . . . . . . .    47
     9.9  Obligations of Administrative Committee . . . . . . . . . . . . . . .    48
     9.10 Indemnification of Administrative Committee . . . . . . . . . . . . .    48
</TABLE>





                                       ii
<PAGE>   4


<TABLE>
<CAPTION>
ARTICLE 10
<S>                                                                                <C>
Trustee and Trust Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
     10.1 Trust Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
     10.2 Payments to Trust Fund and Expenses . . . . . . . . . . . . . . . . .    50
     10.3 Trustee's Responsibilities  . . . . . . . . . . . . . . . . . . . . .    50
     10.4 Reversion to an Employer  . . . . . . . . . . . . . . . . . . . . . .    50

ARTICLE 11
Amendment or Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
     11.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
     11.2 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
     11.3 Form of Amendment, Discontinuance of Employer Contributions, and
          Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
     11.4 Limitations on Amendments . . . . . . . . . . . . . . . . . . . . . .    51
     11.5 Level of Benefits Upon Merger . . . . . . . . . . . . . . . . . . . .    52
     11.6 Vesting Upon Termination or Discontinuance of Employer Contributions;
          Liquidation of Trust  . . . . . . . . . . . . . . . . . . . . . . . .    52

ARTICLE 12
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
     12.1 No Guarantee of Employment, Etc . . . . . . . . . . . . . . . . . . .    54
     12.2 Nonalienation . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
     12.3 Qualified Domestic Relations Order  . . . . . . . . . . . . . . . . .    54
     12.4 Controlling Law . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
     12.5 Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    54
     12.6 Notification of Addresses . . . . . . . . . . . . . . . . . . . . . .    54
     12.7 Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . .    55

ARTICLE 13
Adoption by Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
     13.1 Adoption of Plan  . . . . . . . . . . . . . . . . . . . . . . . . . .    56
     13.2 The Plan Sponsor as Agent for Employer  . . . . . . . . . . . . . . .    56
     13.3 Adoption of Amendments  . . . . . . . . . . . . . . . . . . . . . . .    56
     13.4 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
     13.5 Data to Be Furnished by Employers . . . . . . . . . . . . . . . . . .    56
     13.6 Joint Employees . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
     13.7 Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
     13.8 Withdrawal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
     13.9 Prior Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    57
</TABLE>





                                      iii
<PAGE>   5

                                   ARTICLE 1
                                    General

     1.1  Purpose.   It is the intention of  the Employer to continue  to
provide for the administration of  the Schawk, Inc. Retirement  Plan for
Imaging Employees  and a Trust Fund in  conjunction therewith  for the benefit
of eligible  employees of  the Employer,  in accordance  with the  provisions
of  Code Sections 401  and 501  and in accordance with other provisions of  law
relating to profit sharing  plans containing a Code Section 401(k) arrangement.
Schawk, Inc. originally established the Plan  as of January  1, 1980, and  the
Plan was most  recently amended and  restated effective January 1, 1992.
Except as otherwise provided in  this Plan or the Trust,  upon the transfer by
the Employer  of any  funds to  the Trust  Fund in  accordance with  the
provisions  of  this Plan,  all  interest of  the  Employer therein  shall
cease and terminate, and no part of the Trust Fund shall be used for, or
diverted to,  purposes other than the exclusive benefit of Participants and
their beneficiaries.

     1.2  Source of Funds.   The Trust Fund  shall be created, funded  and
maintained by contributions  of the  Employer, by salary  deferral
contributions elected  by the Participants,  and by such  net earnings as  are
obtained from  the investment of the funds of the Trust Fund.

     1.3  Effective Date.   The provisions of the Plan  as amended and restated
shall be effective  as of  January 1,  1996, except  for certain  provisions
the  effective dates of  which are set  forth herein.   Except as  may be
required  by ERISA  or the Code, the rights of  any person whose status as  an
employee of the Employer  and all Affiliates has terminated shall  be
determined pursuant to  the Plan as in effect  on the date such employment
terminated, unless a subsequently adopted provision  of the Plan is made
specifically applicable to such person.

     1.4  Definitions.   Certain  terms  are  capitalized  and  have  the
respective meanings set forth in the Plan.

     "Account" means  each of the individual accounts established pursuant to
Article 5 representing a Participant's allocable share of the Trust Fund.

     "Accounts"  means the  collective individual  accounts  established
pursuant  to Article 5.

     "Actual  Deferral  Percentage"  and  "Actual   Deferral  Percentage
Tests"  are described in  Section 3.3, both  as applicable to  employees of the
Plan Sponsor and its Affiliates generally.

     "Administrative  Committee" means  the plan  administrator  and named
fiduciary appointed pursuant to Section 9.1.





                                       1
<PAGE>   6


     "Affiliate" means  any corporation or  enterprise, other than  the Plan
Sponsor, which, as of a given  date, is a member of the same controlled group
of corporations, the same  group of trades or businesses  under common control
or  the same affiliated service group, determined in  accordance with Code
Sections 414(b), (c),  (m) or (o), as  is the Plan Sponsor.   For purposes of
determining  the amount of a Participant's Annual Addition  or Section 415
Compensation and  applying the  limitations of  Code Section 415  set forth  in
Article 5, "Affiliate"  shall include  any corporation  or enterprise, other
than the  Plan Sponsor, which, as of  a given date, is a  member of the same
controlled group  of corporations or the same group of  trades or businesses
under common control,  determined in accordance with  Code Sections 414(b) or
(c) as modified by Code Section 415(h), as is the Plan Sponsor.

     "Annual Addition" means for any Limitation  Year, the sum of (a) all
Before-Tax Contributions and  Employer Matching  Contributions allocated  to
the  Accounts of  a Participant  under  this  Plan;  (b) any   employer
contributions,  forfeitures  and employee  after-tax  contributions  allocated
to  such  Participant  under  any other defined  contribution  plan  maintained
by  the  Employer  or  an   Affiliate;  and (c) amounts  allocated to an
individual medical  account as defined  in Code Section 415(l)(2) and  amounts
attributable to post-retirement  medical benefits allocated to an account
described  in Code  Section 419A(d)(2) maintained  by the  Employer or  an
Affiliate.

     "Basic Before-Tax  Contributions"  and "Supplemental  Before-Tax
Contributions" mean  with respect  to  a  Participant, the  contributions  made
on behalf  of  such Participant by the  Employer as  described in Section  3.2
and, with  respect to  the Employer,  mean the sum of all such contributions
made on behalf of all Participants.  "Before-Tax  Contributions" means,  with
respect to  a Participant,  the sum  of the Basic Before-Tax Contributions and
the Supplemental Before-Tax Contributions  made on behalf of  such Participant
by  the Employer  as described in  Section 3.2  and, with respect to the
Employer, means the sum  of all such contributions made  on behalf of all
Participants.

     "Business  Day" means any day  on which the Federal  Reserve, the New York
Stock Exchange and the Trustee are all open for business.

     "Code" means the Internal Revenue Code of 1986, as from time to time
amended.

     "Compensation"  means  a Participant's  "Considered Compensation,"
"Section 415 Compensation," or "Total Compensation," as follows:

          (a)  "Considered Compensation" is the  Participant's Total
Compensation for the  Plan  Year  paid  while  he/she  was  a  Participant;
provided,  however,  that Considered Compensation  shall  not include  any
amount in  excess of  $150,000  (as adjusted annually  by the Secretary  of the
Treasury for  increases in  the cost  of living);  provided,   further,  that
for  purposes  of  the  preceding  clause,  the Considered Compensation  of a
Participant  who is  a Highly Compensated  Employee and who at any





                                       2
<PAGE>   7

time  during  the Plan  Year  is  a  Five-Percent Owner  or  a  member  of the
group consisting of  the 10 employees of the Employer and  all Affiliates paid
the greatest Section 415 Compensation for  the Plan Year shall include the
Considered Compensation of the Participant's  spouse or the Participant's
child or grandchild under  the age of  19  and the  $150,000  (as  adjusted)
limitation  shall  be  applied as  if  such Participant,  spouse,  child  and
grandchild constituted  a  single  Participant and allocated among  such
individuals  pro rata on  the basis of  Considered Compensation determined
before  application of  the $150,000  (as  adjusted) limitation;  provided
further, that for the  first Plan Year in which  an employee is a Participant
in the Plan, such  employee's Total  Compensation  shall be  computed on  the
basis  of  the employee's compensation from the Employer for the entire Plan
Year.

          (b)  "Section  415  Compensation"   for  a  period  is   the
Participant's compensation (as described in Treasury  Regulation Section
1.415-2(d)(1)) paid during the period for personal services actually  rendered
in the course of employment  with the Employer  and all Affiliates,  excluding
deferred compensation  and other amounts which receive  special tax  treatment
(as  described in  Treasury Regulation  Section 1.415-2(d)(2)).

          (c)  "Total Compensation"  for  a  period  is the  Participant's
wages  as defined  in Code  Section 3401(a)  for  purposes of  income  tax
withholding  at  the source, and all  other payments of  compensation to the
Participant by the  Employer for which  the Employer is  required to furnish
the Participant a  written statement under  Code Sections  6041(d) and
6051(a)(3),  but determined  without regard  to any rules under Code Section
3401(a) that limit the remuneration included in  wages based on the nature or
location of the employment or the services performed.

     "Contribution Percentage" and  "Contribution Percentage Tests" are
described in Section 3.5.

     "Defined Benefit Dollar  Limitation" means an  amount equal  to $90,000,
or,  if greater, the amount in  effect as of the last  day of the Limitation
Year  under Code Section 415(b)(1)(A), as adjusted by the  Secretary of the
Treasury pursuant to  Code Section 415(d).

     "Defined Contribution  Dollar Limitation" means  an amount equal  to
$30,000 or, if greater,  one-fourth of the  Defined Benefit Dollar  Limitation,
prorated  for any Limitation  Year of  less than  12 months;  provided  that,
for  purposes of  Section 5.10(a)(ii),  such amount shall  be reduced by  the
amounts allocated  to any medical accounts described in subsection (c) of
"Annual Addition."

     "Determination Date" is the  applicable Valuation Date (as determined
below) on which the balance of a Participant's  Accounts in the Trust Fund
shall  be determined for





                                       3
<PAGE>   8

purposes  of  determining  the  amount  distributable  from  the  Trust  Fund
to  the Participant,  or in  the  event of  his/her  death, his/her
beneficiary  pursuant to Articles 6 and 7:

          (a)  In the  case where the  balance of a  Participant's Accounts is
to be determined upon his/her termination  of employment for purposes of
distribution, the applicable  Valuation   Date  shall  be  the  Valuation  Date
coinciding  with  such termination of  employment; provided, however, that if
the Participant or beneficiary does not elect  to commence distribution of such
Accounts until after the termination of  employment, then  the  applicable
Valuation Date  shall  be the  Valuation  Date immediately preceding the date
such distribution is made.

          (b)  In the case where  the balance of a Participant's  Account or
Accounts is to be  determined prior  to his/her termination  of employment  for
purposes of  a distribution  to  the  Participant  in  accordance  with
Article  7  or  because  of termination of the Plan in accordance with Article
11,  the applicable Valuation Date shall be the Valuation Date immediately
preceding the date of such determination.

     "Eligible  Employee"  means  any   employee  of  the  Employer  employed
in  a participating company,  division or  unit as  set forth  in Exhibit  A
who  is not  a Leased Employee or a Member of a Collective Bargaining Unit.

     "Eligibility Period" is  a one-year period  used for the purpose  of
determining when  an  employee is  eligible  to participate  in the  Plan.   An
employee's first "Eligibility Period" shall  commence on the date  on which
he/she first  completes an Hour of Service.  Subsequent  Eligibility Periods
shall commence on the first  day of each Plan Year  which begins  after said
date.   Notwithstanding  the foregoing,  the initial Eligibility  Period of a
former employee who  is reemployed after  incurring one  or more  One-Year
Breaks in  Service  and who  is  not eligible  for  immediate participation
pursuant to  Section 2.1(c), shall commence on the date on which he/she first
completes an  Hour  of  Service after  such  One-Year  Break in  Service,  and
subsequent Eligibility  Periods shall  commence on the  first day  of each Plan
Year which begins after said date.

     "Employer" means  the Plan  Sponsor and  any  Affiliate which  adopts this
Plan pursuant to Article 13.

     "Entry Date" means each January 1 and each July 1.

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

     "Excess Forfeiture Suspense Account" is the account described in Section
5.9.

     "Excess Tentative  Employer Contribution" is  the excess  contribution
described in Section 5.9.





                                       4
<PAGE>   9


     "Family Group" means all Family Members of  a Highly Compensated Employee
who is a Five-Percent Owner or who is a member  of the group consisting of the
10  employees of the Employer and all Affiliates paid  the greatest Section 415
Compensation during the Plan Year.   If two  or more  Family Groups include
common Family Members,  such Family Groups shall be aggregated as one Family
Group.

     "Family Member" means  a Highly Compensated Employee who is a Five-Percent
Owner or  who is a member of  the group consisting of the  10 employees of the
Employer and all Affiliates  paid the greatest Section 415 Compensation  during
the Plan Year, and any individual  who is the spouse, lineal ascendant or
descendant, or the spouse of a lineal ascendant or descendant, of such
Five-Percent Owner or such member.

     "Five-Percent Owner" means an employee described in Code Section
416(i)(1).

     "Highly Compensated  Employee" means, for the Determination Year, an
employee of the Employer  or an Affiliate who was a  Participant eligible
during the Plan Year to make Before-Tax Contributions and who:

          (a)  during the Lookback Year:

               (i)  was a Five-Percent Owner; or

               (ii) received  Section 415  Compensation  in  excess  of
          $75,000  (as adjusted annually  for increases in the cost of  living
          by the Secretary of the Treasury); or

               (iii)    received Section 415  Compensation in excess  of
          $50,000  (as adjusted annually for increases  in the cost of living
          by  the Secretary of the Treasury) and was among the  top 20% of the
          employees (including  those employees  excludable  under Code
          Section  414(q)(8)) when  ranked  on the basis of Section 415
          Compensation paid for that year; or

               (iv) was  an  officer of  the Employer  or  an Affiliate  and
          received Section 415  Compensation in  excess  of one-half  of  the
          Defined  Benefit Dollar Limitation for  that year, provided that  for
          this purpose,  no more than 50 employees (or  if lesser the greater
          of 3 or 10%  of all employees) shall be  treated as  officers, or  if
          there is  no such  officer, was  the highest paid officer of the
          Employer or an Affiliate for that year; or

          (b)  at any time during the Determination Year:

               (i)  is a Five-Percent Owner; or
 




                                       5
<PAGE>   10

          (ii) is a member  of a group consisting  of the 100 employees  who
     received the greatest  Section 415 Compensation  during that  Plan  Year
     and  would be  a member of the group  of employees described in subsection
     (a)(ii), (iii) or (iv) above  for the  Determination  Year.   For  any
     Plan Year,  the  Administrative Committee may, to the extent permitted by
     law,  elect to apply the provisions of this subsection (b)(ii)  without
     regard to  the limitation of  the group to  100 employees.

     For purposes of  this definition,  "Determination Year" means  the current
Plan Year and "Lookback  Year" means the  preceding Plan Year or,  at the
election  of the Plan Sponsor, the calendar year ending with or within the
Determination Year.

     To the extent required  by Code Section 414(q)(9),  a former employee who
was  a Highly Compensated Employee when  he/she separated from service with the
Employer and all Affiliates  or at any time  after attaining age 55  shall be
treated  as a Highly Compensated Employee.

     For  purposes  of   determining  a  Highly  Compensated   Employee,
Section 415 Compensation shall  be determined  without regard  to Code
Sections 125,  402(a)(8), 402(h)(1)(B),  and  employee  contributions  made
pursuant  to  a  salary  reduction agreement under Code Section 403(b).

     "Highly  Compensated Family  Member"  means  a Family  Member  who  is a
Highly Compensated Employee  without application  of the  family aggregation
rules of  Code Section 414(q)(6).

     "Hour of Service" is:

          (a)  each hour  for which an  employee is paid  or entitled to
payment for the performance of duties for the Employer or an Affiliate;

          (b)  each hour for which  back pay, irrespective of mitigation  of
damages, is either awarded or agreed to by the Employer or an Affiliate; and

          (c)  each hour for which an  employee is paid or entitled to  payment
for a period during which no duties are  performed (irrespective of whether the
employment relationship has   terminated) due to vacation, holiday, illness,
incapacity, layoff, jury  duty,  military duty,  or leave  of  absence.   In
crediting Hours  of Service pursuant to  this subparagraph (c),  all payments
made or  due shall  be taken  into account, whether such payments  are made
directly by the Employer  or an Affiliate or indirectly  (e.g., through  a
trust fund  or insurer  to  which the  Employer  or an Affiliate makes
payments, or otherwise), except that:





                                       6
<PAGE>   11

               (i)  no more than 501 such Hours of Service shall be credited
          for any continuous period during which the employee performs no
          duties;

               (ii) no such Hours  of Service shall be credited if  payments
          are made or due  under a plan  maintained solely for  the purpose of
          complying with any  workers'   compensation,  unemployment
          compensation  or   disability insurance laws; and

               (iii)     no  such Hours  of Service  shall be  credited for
          payments which are  made solely to reimburse  the employee for
          medical  or medically related expenses.

The Hours of  Service, if  any, for which  an employee  is credited for  a
period  in which  he/she  performs no  duties  shall be  computed  and
credited to  computation periods in accordance  with 29  C.F.R. 2530.200b-2 and
other applicable  regulations promulgated  by the  Secretary  of Labor.   For
purposes of  computing the  Hours of Service  to be  credited to an  employee
for  whom a  record of  hours worked  is not maintained, an employee shall be
credited  with 45 Hours of Service for  each week in which he/she completes at
least one  Hour of Service.  In addition, an employee shall be credited  with
Hours  of Service  for  each week  the employee  is on  a leave  of absence in
accordance with Section 2.2.

     "Individual Beneficiary"  means a natural  person designated by  the
Participant in  accordance with  Section  7.3  to  receive all  or  any
portion of  the  amounts remaining in  the Participant's  Accounts at  the time
of  the Participant's  death.  "Individual Beneficiary" also means a natural
person who is  a beneficiary of a trust designated by the  Participant in
accordance with Section  7.3 to  receive all or  a portion of such  amount,
provided the  trust complies with  the requirements of  Code Section 401(a)(9)
and regulations promulgated  thereunder, including that  the trust is
irrevocable, the  beneficiaries  with respect  to  the  trust's interest  in
the Participant's Accounts are  identifiable from the trust  agreement and a
copy  of the trust agreement is provided to the Administrative Committee.

     "Leased Employee" means  any individual who is  not an employee of  the
Employer or an Affiliate and who provides services for the Employer or an
Affiliate if:

          (a)  such  services  are  provided pursuant  to  an  agreement
between  the Employer or an Affiliate and any other person;

          (b)  such individual has  performed such  services for the  Employer
or  an Affiliate (or a  related person within the  meaning of Code  Section
144(a)(3)) on  a substantially full-time basis for a period of at least one
year; and

          (c)  such services are  of a  type historically performed  by
employees  in the business field of the Employer or an Affiliate.





                                       7
<PAGE>   12


     "Limitation Year" means the Plan Year.

     "Employer   Matching  Contributions"   means  the   contributions
described  in Section 3.4.

     "Member of  a Collective Bargaining Unit" means any  employee who is
included in a collective  bargaining unit  and whose terms  and conditions  of
employment are  or were  covered  by  a collective  bargaining  agreement  if
there  is  evidence  that retirement   benefits   were   the   subject   of
good-faith   bargaining   between representatives of  such employee and the
Employer, unless such collective bargaining agreement makes this Plan
applicable to such employee.

     "Multiple Use" is defined in Section 3.6(a).

     "Non-Highly Compensated Employee" means, for any Plan Year,  any employee
of the Employer or Affiliate  who (a) at  any time during  the Plan Year  was a
Participant eligible to  make  Before-Tax Contributions  and  (b) was  not  a
Highly  Compensated Employee for such Plan Year.

     "Normal Retirement Date" means a Participant's 65th birthday.

     "One-Percent Owner" means an employee described in Code Section 416(i)(1).

     "One-Year Break in  Service" is a Plan Year  in which an employee
completes 500 Hours of  Service or  less, and  on  the last  day of  which the
Participant is  not employed by  the  Employer or  an  Affiliate.   Solely  for
purposes  of  determining whether a  One-Year Break  in Service  has occurred,
"Hours of  Service" shall  also include each hour for which the employee
otherwise would normally have been credited but for the employee's  absence on
a maternity or paternity absence.   A maternity or paternity absence is an
absence from work:

          (a)  by reason of the pregnancy of the employee;

          (b)  by reason of the 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 such child by the employee; or

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

Any  employee  requesting  such  credit  shall  promptly  furnish  the
Administrative Committee such information as the Administrative Committee
requires to  show that the absence from work  is a maternity  or paternity
absence  and the number  of days  for which there





                                       8
<PAGE>   13

was such an  absence.  No more  than 501 hours shall  be credited for a
maternity or paternity absence.  All  such hours shall be credited  in the Plan
Year in  which the absence begins if  necessary to  prevent a  One-Year Break
in Service  in such  Plan Year.  If  such hours are  not necessary to  prevent
a One-Year  Break in Service  in such Plan Year, the hours shall  be credited
in the succeeding Plan Year if necessary to prevent  a  One-Year Break  in
Service in  such  Plan Year.    In the  event  the Administrative  Committee
is unable  to determine  the  hours which  otherwise would normally have been
credited for such  absence, the employee shall be credited with  8 hours per
day.

     "Participant" means:

          (a)  a current employee  of the Employer or  an Affiliate who has
become a Participant in the Plan pursuant to Section 2.1; or

          (b)  a former employee  for whose benefit an  Account in the Trust
Fund is maintained.

      "Plan" means the Schawk, Inc. Retirement Plan for Imaging Employees.

     "Plan Sponsor" means Schawk, Inc.

     "Plan Year" means the calendar year.

     "Provisional Annual Addition" is the amount described in Section 5.8.

     "Required Beginning Date" means:

          (a)  for  a  Participant whose  70th birthday  occurs  on or  after
July 1, 1988, the  April 1 following the calendar  year in which the
Participant attains age 70-1/2;

          (b)  for a  Participant whose 70th birthday occurred prior to July 1,
1987, the  April 1  following the  later  of the  calendar  year in  which  the
Participant attains age  70-1/2  or  the  calendar  year  in  which  the
Participant  terminates employment; or

          (c)  for a Participant whose  70th birthday occurred prior to  July
1, 1987 and who at any  time during or after the  calendar year in which he/she
attained age 66-1/2  was  or became  a  Five-Percent Owner,  the  April 1
following  the  later of (i) the calendar year in which he/she  attained age
70-1/2 or (ii) the earlier of the calendar  year in  which he/she  became a
Five-Percent Owner  or  his/her employment terminates.

     "Rollover Contribution"  means  (a) all  or  a  portion  of  a  qualified
total distribution  received by an employee  from another qualified  plan which
is eligible for  tax-free rollover to a  qualified plan and which  is
transferred by the employee to  this   Plan  within  60  days  following
his/her  receipt  thereof;  (b) amounts transferred to this Plan from a conduit





                                       9
<PAGE>   14

individual retirement  account  which  has  no  assets other  than  assets
(and  the earnings thereon)  which were (i) previously  distributed to the
employee by another qualified  plan  as  a  qualified  total  distribution,
(ii) eligible  for  tax-free rollover  to  a  qualified  plan  and  (iii)
deposited  in  such  conduit  individual retirement account within 60 days of
receipt thereof;  (c) amounts distributed to the employee from a  conduit
individual  retirement account meeting  the requirements  of (b)  above, and
transferred by  the employee to  this Plan within 60  days of his/her receipt
thereof  from such  conduit individual  retirement account;  and (d)  amounts
transferred directly to this Plan by  the trustee of another qualified plan
pursuant to  the provisions  of Code  Section 401(a)(31)  and to  any other
related laws  and regulations as in effect at the time of such transfer.

     "Tentative Employer Contribution" is the contribution described in Section
3.1.

     "The 1.25 Test" is the test described in Sections 3.3(b)(i)(A) and
3.5(a)(i).

     "The 2.0 Test" is the test described in Sections 3.3(b)(i)(B) and
3.5(a)(ii).

     "Trust" or "Trust Fund" means  the Trust established in accordance  with
Article 10.

     "Trustee" means  the Trustee or Trustees under the  Trust referred to in
Article 10.

     "Trustee-to-Trustee Transfer" means a  transfer to the Trustee from  the
trustee of a pension benefit plan  qualified under Code Section 401(a), or a
plan  treated as qualified under Code Section 401(a), which  plan provides for
such transfers for  the benefit of a Participant who is a participant in said
plan.

     "Valuation Date" means any Business Day.

     "Year of  Service" is any Plan Year in which an employee completes 1,000
or more Hours of  Service, including  any Plan  Year prior  to the  date  the
employee  first participates in the Plan.





                                       10
<PAGE>   15


                                   ARTICLE 2
                         Eligibility and Participation

     2.1  Eligibility Requirements.

          (a)  Every Participant who  is employed by the Employer  on January
1, 1996 shall continue to be eligible to participate in the Plan as of such
date.

          (b)  An  Eligible  Employee  shall first  be  eligible  to
participate,  if he/she is  then employed by the Employer,  on the Entry Date
coinciding with or next following the later of:

               (i)  the completion  of 1000  Hours of  Service during an
     Eligibility Period; or

               (ii) his/her 18th birthday.

          (c)  Any  former  employee  of the  Employer  or  an  Affiliate  who
was  a Participant or could have become a Participant  under subsection (b)
above had he/she been  employed on  a  prior Entry  Date,  and is  reemployed
by the  Employer as  an Eligible Employee,  shall be  eligible to  participate
on  the Entry  Date coincident with or next following such reemployment if such
employee:

               (i)  has not incurred a One-Year Break in Service; or

               (ii) had a nonforfeitable right to any part of  the balance in
     his/her Matching Account  on the date  his/her most recent employment
     with the Employer and  all Affiliates terminated (or would have  had such
     right if he/she had been a Participant); or

               (iii)   has attained  age 18  and the  number of consecutive
     One-Year Breaks  in  Service  which such  employee  incurred  since
     his/her most  recent termination of employment with the Employer and all
     Affiliates is less  than the greater of  5 or  the aggregate number  of
     Eligibility  Periods in which  he/she completed 1,000  Hours  of  Service
     before  such  One-Year  Breaks  in  Service (excluding any Eligibility
     Periods previously disregarded).

     2.2  Leaves of Absence.  An employee shall be credited  with 45 Hours of
Service for each full week the employee is on a  leave of absence, if he/she is
not otherwise credited with such Hours  of Service.  Any such  leave of absence
must be  granted in writing  and pursuant  to the  Employer's established
leave policy,  which  shall be administered  in  a  uniform  and
nondiscriminatory  manner  to  similarly  situated employees.





                                       11
<PAGE>   16

                                   ARTICLE 3
                           Contributions by Employer

     3.1  Employer Contributions.

          (a)  Subject  to the  right  reserved to  the Employer  to alter,
amend or discontinue  this  Plan  and  the  Trust,  the  Employer  shall  for
each  Plan  Year contribute to the Trust Fund an amount equal to the sum of:

               (i)  the Before-Tax Contributions; and

               (ii) the Employer Matching Contribution.

Such  sum, which is known as the Tentative Employer Contribution, shall be
reduced by an  amount equal  to  the  Excess Tentative  Employer  Contribution
(as  provided  in Section 5.9).

          (b)  In the event that  the Tentative Employer Contribution, as
reduced by the Excess  Tentative Employer  Contribution, exceeds  the amount
deductible by  the Employer for said year for federal income  tax purposes,
then such Tentative Employer Contribution  shall be  further  reduced  in an
amount  equal  to such  excess  (the "Employer Excess Contribution") as
follows:

               (i)  first,  the  Supplemental Before-Tax  Contributions 
        allocated to  the Before-Tax Accounts  of Participants for such Plan
        Year  shall be reduced by the lesser  of  an  amount  equal  to  the 
        Employer  Excess Contribution  or  such Supplemental Before-Tax
        Contributions.  A Participant's share of such reduction for  such Plan 
        Year  shall be  in the same  ratio  that his/her  share in  the
        Supplemental Before-Tax Contributions (before reduction) bears to the 
        shares of all Participants  in   the  Supplemental   Before-Tax 
        Contributions   (before reduction) for such Plan Year; and

               (ii) second,  to the extent  that any Employer  Excess
        Contribution remains after  application  of  (i)  above,  then  the 
        Employer  Matching Contribution allocated to  the Matching  Accounts of 
        Participants and the Basic  Before-Tax Contributions  allocated to  the
        Before-Tax Accounts of  Participants for  such Plan Year will each be
        reduced proportionately in an amount equal to  the lesser of  the 
        Employer Excess Contribution  for such  Plan Year  less  the reduction
        determined in  (i) above for such Plan Year and the sum of the Employer
        Matching Contribution and   Basic  Before-Tax  Contribution  for  such 
        Plan  Year.    A Participant's  share of such reduction  for such Plan
        Year shall  be in the same ratio  that  his/her  share in  the 
        Employer  Matching Contribution and  Basic Before-Tax  Contributions 
        (before  reduction) bears  to  the  shares  of   all Participants in
        such contributions (before reduction) for such Plan Year.





                                       12
<PAGE>   17


     3.2  Before-Tax Contributions.   Subject to  the provisions of  Sections
3.1 and 3.3, each Participant may for  each Plan Year elect to have the
Employer make a Basic Before-Tax Contribution  on his/her behalf in an  amount
not in excess  of the amount designated to be matched  by the Employer
pursuant to Section 3.4   (rounded to  the nearest dollar)  of  his/her
Considered  Compensation.    Each  Participant  may  in addition to his/her
Basic Before-Tax Contributions elect to have the Employer  make a Supplemental
Before-Tax  Contribution on  his/her behalf  in  an amount  which, when added
to  the  amount of  the  Basic Before-Tax  Contribution,  does not  exceed  18%
(rounded  to  the   nearest  dollar)  of  the  full  amount   of  his/her
Considered Compensation.  Such elections shall be subject to change as of any
January 1 or  July 1,  upon advance  written notice to  the Administrative
Committee  in accordance with such procedures as  the Administrative  Committee
shall require.   A Participant  may elect  to  suspend  his/her  Before-Tax
Contributions  prospectively,  upon  advance written notice to the
Administrative Committee in  accordance with such procedures as the
Administrative Committee shall  require; provided,  however, that  a
Participant who suspends his/her  Before-Tax Contributions  shall not  be
permitted  to elect  to resume  his/her  Before-Tax  Contributions  until  the
next  January  1  or  July 1.  Notwithstanding the  foregoing, the Employer
may, in accordance with Internal Revenue Service regulations,  elect to permit
Participants in any  division or unit  of that Employer  to elect  to  have the
Employer make  a  Basic Before-Tax  Contribution on his/her  behalf in  an
amount  not in  excess  of the  percentage designated  by such Employer.
Further notwithstanding the foregoing, for  any succeeding Plan Year, the
Employer  may   change  the  level  of,  or  eliminate,  such  Basic
Before-Tax  and Supplemental Before-Tax  Contributions by announcing the change
to Participants on or before the first day of any such Plan Year.

     3.3  Limitations on Before-Tax Contributions.

          (a)  In  no event shall a Participant's Before-Tax Contributions
during any calendar  year  exceed the  dollar limitation  contained  in Code
Section  402(g) in effect  at the  beginning  of such  calendar  year.   If  a
Participant's  Before-Tax Contributions, together  with any  additional
elective  contributions to  a qualified cash or  deferred  arrangement,  and
any  elective  deferrals under  a  tax-sheltered annuity program  or a
simplified employee pension plan, exceed such dollar limitation for any
calendar  year, such  excess, and any  earnings allocable  thereto, shall  be
distributed to  the Participant by April 15 of the  following year; provided
that, if such excess contributions  were made to a plan  or arrangement not
maintained  by the Employer or  an  Affiliate,  the Participant  must  first
notify  the  Administrative Committee of  the amount  of such excess  allocable
to  this Plan by  March 1 of  the following year.

          (b)  Notwithstanding any  other provision of this Plan to the
contrary, the Before-Tax  Contributions  for the  Highly Compensated  Employees
for the  Plan Year shall be reduced in accordance with the following
provisions:





                                       13
<PAGE>   18

     (i)  The Before-Tax  Contributions and  Employer Matching  Contributions
of  the Highly Compensated  Employees shall  be reduced  if  neither of  the
Actual  Deferral Percentage Tests set forth in (A) or (B) below is satisfied:

          (A)  The  1.25  Test.    The  Actual  Deferral  Percentage  of  the
     Highly Compensated Employees  is not more  than the Actual  Deferral
     Percentage of  the Non-Highly Compensated Employees multiplied by 1.25.

          (B)  The  2.0   Test.    The  Actual  Deferral  Percentage  of  the
     Highly Compensated Employees  is not  more than  2 percentage  points
     greater than  the Actual  Deferral Percentage  of  the Non-Highly
     Compensated  Employees and  the Actual Deferral Percentage of the Highly
     Compensated Employees is not more  than the  Actual  Deferral   Percentage
     of  the  Non-Highly   Compensated  Employees multiplied by 2.0.

          (ii) (A)  As used  in this subsection,  "Actual Deferral  Percentage"
     means the average  of the ratios  of each Highly Compensated  Employee's
     or Non-Highly Compensated Employee's,  as the case may be, Before-Tax
     Contributions which were allocated  to  the Participant's  Before-Tax
     Account  with  respect to  the Plan Year, to each such Participant's
     Considered Compensation for the Plan Year.

          (B)  If a  Highly Compensated Employee is a member  of a Family
     Group, such Family Group shall constitute a single Highly Compensated
     Employee.  The  Actual Deferral Percentage  of such Family Group shall be
     the aggregate Actual Deferral Percentage of  all Family Members,  and the
     Actual Deferral Percentage  of each Family  Member  shall  be  disregarded
     for  purposes  of  the  Actual  Deferral Percentage Tests.

          (C)  All Before-Tax  Contributions made under this  Plan and all
     before-tax and fully-vested  matching  contributions  made under  any
     other plan  that  is aggregated with this  Plan for purposes  of Code
     Sections 401(a)(4) and  410(b) shall be treated  as made  under a single
     plan.   If any  plan is  permissively aggregated  with this Plan  for
     purposes of Code  Section 401(k), the aggregated plans must  also satisfy
     Code Sections 401(a)(4) and  410(b) as though they were a single plan.
     The Actual Deferral  Percentage ratios of any Highly Compensated Employee
     will be  determined by  treating  all plans  subject  to Code  Section
     401(k)  under which  the Highly  Compensated Employee  is eligible  as a
     single plan.

     (iii)     If  neither Actual Deferral Percentage Test is satisfied as of
the end of  the  Plan  Year,   the  Administrative  Committee  shall  cause
the  Before-Tax Contributions for  the Highly  Compensated Employees  to be
reduced  and refunded  to each such Highly Compensated Employee until either
Actual Deferred





                                       14
<PAGE>   19

     Percentage Test  is satisfied.    The sequence  of such  reductions and
     refunds shall begin  with Highly Compensated Employees who elected to
     defer the greatest percentage, starting  with the Supplemental  Before-Tax
     Contributions,  then the second greatest percentage,  continuing until
     either Actual  Deferred Percentage Test is satisfied.   For example, all
     Highly Compensated Employees who  elected an  18% contribution  shall
     have  their Supplemental  Before-Tax  Contributions reduced from  18% to
     17%.   If neither Actual  Deferral Percentage Test  is then satisfied, all
     Highly Compensated Employees  who elected Supplemental Before-Tax
     Contributions  of 17%  shall have  their  Supplemental Before-Tax
     Contributions reduced from  17% to 16%.  This process  shall continue
     through the Supplemental Before-Tax Contributions and continuing with  the
     Basic Before-Tax Contributions and  Employer Matching Contributions  on a
     pro rata  basis until  either Actual Deferral Percentage Test is
     satisfied.  Once either Actual  Deferral Percentage Test is  satisfied,
     the  Administrative Committee  shall direct  the Trustee  to distribute to
     the  appropriate Highly  Compensated Employees the  amount of  the
     reduction  of the  Before-Tax  Contributions  of  each such  Highly
     Compensated Employee and  to  treat  as  forfeitures  the  appropriate
     amount  of  Employer Matching  Contributions, together  with  the net
     earnings  or losses  allocable thereto.   The  Administrative Committee
     shall designate  such distribution and forfeiture as  a distribution and
     forfeiture  of excess contributions, determine the  amount of  the
     allocable  net earnings  or  losses  to be  distributed  in accordance
     with  subsection   (c)  below,  and  cause  such  distributions  and
     forfeitures to occur prior  to the end of the Plan Year following  the
     Plan Year in which the excess Before-Tax Contributions were made.

          (iv) Notwithstanding anything in this subsection  (b) to the
     contrary,  the provisions of this subsection shall apply separately with
     respect to each group of  employees who are Members  of a Collective
     Bargaining Unit  (if any) and the group of employees who are not Members
     of a Collective Bargaining Unit.

          (c)  (i)  Net earnings  or losses to be refunded with the excess
     Before-Tax Contributions  shall   be  equal  to  the   net  earnings  or
     losses   on  such contributions for the Plan Year in which the
     contributions were made.

               (ii) The  net earnings  or losses allocable  to the  excess
     Before-Tax Contributions for the Plan  Year shall be determined in the
     manner  set forth in Section 5.5.

          (d)  Net earnings or losses to be treated as forfeitures together
with the Employer  Matching Contributions shall be equal to the net earnings or
losses on such contributions for  the Plan Year in which the contributions
were made.  Net earnings or losses on Employer Matching Contributions  shall be
determined in the same  manner as in subsection (c) above, except that  the
phrases "Employer Matching Contribution" and





                                       15
<PAGE>   20

"Matching  Account" shall  be substituted  for the  phrases "Before-Tax
Contribution" and "Before-Tax Account" wherever used therein.

          (e)  Any excess  contributions distributed to a Family Group and
treated as forfeitures pursuant  to  the  reductions  in  subsection  (b)(iii)
above  shall  be allocated to each  Family Member  in the same  proportion that
such Family  Member's Before-Tax Contributions and  Employer Matching
Contributions  bear to the  aggregate Before-Tax Contributions and Employer
Matching Contributions of the Family Group.

          (f)  Any Employer  Matching Contribution treated  as a  forfeiture
pursuant to subsection (b)  above shall be used  to reduce the Employer
Matching Contribution in Section 3.4.

          (g)  The  Administrative  Committee  may  adopt  such  rules  as  it
deems necessary or desirable to:

               (i)  impose  limitations  during  a Plan  Year  on  the
     percentage of Before-Tax Contributions  elected by  Participants pursuant
     to Section 3.2  for the purpose  of avoiding the necessity  of adjustments
     pursuant  to this Section or Section 5.9; or

               (ii) increase  during  a  Plan  Year   the  percentage  of
     Considered Compensation with  respect  to  which  a  Participant  may
     elect  a  Before-Tax Contribution for the purpose  of providing
     Participants with the  opportunity to increase their Before-Tax
     Contributions within the limitations  of this Section 3.3.

          (h)  The amount  of the Before-Tax  Contributions to be made
pursuant to a Participant's election  shall reduce the compensation otherwise
payable to him/her by the Employer.

          (i)  The amount  of each Participant's  Basic Before-Tax
Contributions and Supplemental  Before-Tax  Contributions  as  determined
under  this Section  3.3  is subject to the provisions of Section 5.9.

     3.4  Employer Matching  Contribution.  Subject to the provisions of
Section 3.1, each Employer shall pay  to the Trustee for the Plan Year
beginning  January 1, 1996, $1 for each $1 of Basic Before-Tax  Contributions
(as determined by the Employer  for each Plan  Year)  made on  behalf  of each
Participant  employed by  such  Employer.  Notwithstanding  the foregoing, for
any succeeding Plan Year, the Employer may change the  rate of,  or  eliminate,
such contribution  by  announcing  the change  to  the Participants on or
before the  first day of any such Plan Year.  Such contribution is known as the
"Matching Employer Contribution."





                                       16
<PAGE>   21

     3.5  Code  Section   401(m)  Limitation  on   Employer  Matching
Contributions.  Notwithstanding  any   other  provision  to  the   contrary,
the  Employer  Matching Contributions  of  the  Highly  Compensated  Employees
(after  any  reduction  under Section 3.3(b)(iii)) shall be reduced in
accordance with the following provisions:

          (a)  The   Employer  Matching  Contributions   of  the  Highly
Compensated Employees shall be reduced if neither of the Contribution
Percentage Tests  set forth in (i) or (ii) below is satisfied:

          (i)  The 1.25  Test.  The Contribution Percentage of the Highly
     Compensated Employees  is  not  more than  the  Contribution  Percentage
     of all  Non-Highly Compensated Employees multiplied by 1.25.

          (ii) The 2.0 Test.   The Contribution Percentage of the  Highly
     Compensated Employees is  not more than  2 percentage points  greater than
     the Contribution Percentage  of  all  Non-Highly  Compensated  Employees,
     and  the  Contribution Percentage  of   the  Highly  Compensated
     Employees  is  not   more  than  the Contribution Percentage  of all
     Non-Highly  Compensated Employees  multiplied by 2.0.

          (b)  (i)  As  used in this Section 3.5, "Contribution Percentage"
     means the average of  the  ratios  of each  Highly  Compensated Employee's
     or  Non-Highly Compensated Employee's,  as the  case  may be,  share of
     the Employer  Matching Contributions  which were  allocated to  the
     Participant's appropriate  Account with  respect  to  the   Plan  Year,
     to  each  such   Participant's  Considered Compensation for the Plan Year.

               (ii) If  a Highly Compensated Employee is  a member of a Family
     Group, such Family Group shall  constitute a single  Highly Compensated
     Employee.   The Contribution  Percentage   of  such  Family   Group  shall
     be  the   aggregate Contribution Percentage of  all Family Members  and
     the Contribution  Percentage of each  Family Member  shall be  disregarded
     for  purposes of the  Contribution Percentage Tests.

               (iii)     All  Employer Matching  Contributions made  under this
     Plan and all employee contributions  and matching contributions made under
     any other plan that  is aggregated with this Plan for  purposes of Code
     Sections 401(a)(4) and 410(b)  shall be  treated as  made  under a  single
     plan.   If  any plan  is permissively aggregated with this Plan for
     purposes of Code Section  401(m), the aggregated  plans must also satisfy
     Code Sections 401(a)(4) and 410(b) as though they  were a  single plan.
     The  Contribution  Percentage ratio  of any  Highly Compensated Employee
     will be  determined by treating all  plans subject to  Code Section 401(m)
     under which  the Highly  Compensated Employee  is eligible as  a single
     plan.





                                       17
<PAGE>   22


          (c)  If neither  Contribution Percentage Test is satisfied as of the
end of the  Plan  Year,  the Administrative  Committee  shall  cause  the
Employer  Matching Contributions  of the  Highly Compensated  Employees to  be
reduced  and refunded  or forfeited until either  Contribution Percentage Test
is  satisfied.  The sequence  of such reductions  and  refunds  or forfeitures
shall  begin with  Highly  Compensated Employees  who received the  greatest
percentage  of Employer  Matching Contributions and then  shall  proceed  with
each  lesser  percentage  until  either  Contribution Percentage Test  is
satisfied.   For  example, all Highly  Compensated Employees  who received  a
3% Employer  Matching Contribution  shall  have their  Employer Matching
Contributions reduced  from 3%  to 2%.   If neither  Contribution Percentage
Test  is then satisfied, all Highly Compensated Employees who received a 2%
Employer  Matching Contribution (including  those reduced  to 2%  as  provided
above)  shall have  their Employer  Matching Contributions  reduced  from 2%
to  1%.   This  process shall  be applied through  any and all  remaining
Employer Matching  Contributions until either Contribution Percentage  Test is
satisfied.  Once either Contribution Percentage Test is satisfied,  the
Administrative Committee  shall direct the  Trustee to refund  the appropriate
amount of vested  Employer Matching Contributions, together with  the net
earnings or losses  allocable thereto, and to  treat as a forfeiture  the
appropriate amount of  non-vested Employer Matching Contributions, together
with the net earnings or  losses  allocable thereto.   The  Administrative
Committee shall  designate such refunds  and  forfeitures   as  refunds  and
forfeitures  of  excess  contributions, determine the  amount of the  allocable
net earnings or  losses to be  distributed in accordance with  subsection (d)
below, and  cause  such refunds  and forfeitures  to occur  prior to the end of
the Plan Year following the Plan Year in which such excess Employer Matching
Contributions were made.

          (d)  Notwithstanding  anything  in this  Section 3.5  to the
contrary, the provisions of  subsection (a) shall  apply separately with
respect to each  group of employees who are Members  of a Collective Bargaining
Unit (if any) and  the group of employees who are not Members of a Collective
Bargaining Unit.

          (e)  Net earnings  or  losses  to be  refunded  or treated  as
forfeitures together with the Employer Matching Contributions shall be equal to
the  net earnings or losses on  such contributions for  the Plan Year  in which
the  contributions were made.  Net earnings  or losses shall be determined  in
the same manner as  in Section 3.3(c),  except  that  the phrases  "Employer
Matching  Contribution" and  "Matching Account"  shall  be  substituted  for
the  phrases  "Before-Tax   Contribution"  and "Before-Tax Account" wherever
used therein.

          (f)  Excess   Employer  Matching  Contributions   refunded  or
treated  as forfeitures  with respect to a Family Group  shall be allocated to
each Family Member in the  same proportion  that such  Family Member's
Employer Matching  Contributions bear to the aggregate Employer Matching
Contributions of the Family Group.





                                       18
<PAGE>   23

          (g)  Any Employer Matching  Contributions which are treated  as
forfeitures pursuant  to subsection  (c) above  shall be  used  to reduce  the
Employer  Matching Contribution in Section 3.4.

     3.6  Multiple Use.

          (a)  This  Section  3.6 will  be  applicable if  The  2.0 Test  is
used to satisfy both  the Actual  Deferral Percentage  Test and  the
Contribution  Percentage Test.   If  this  Section  3.6 is  applicable,  the
Administrative  Committee  shall determine whether  a "Multiple  Use" has
occurred, and  if such  a Multiple Use  has occurred, the Employer  Matching
Contributions  of the  Highly Compensated  Employees shall be reduced in
accordance with the provisions of subsection (c) below.

     (b)  A Multiple Use  occurs when for the  Highly Compensated Employees,
the sum of the Actual Deferral Percentage used  to satisfy The 2.0 Test plus
the Contribution Percentage used  to  satisfy  The  2.0  Test exceeds  the
"Aggregate  Limit."    The Aggregate Limit is the greater of (i) or (ii) below,
determined as follows:

          (i)  (A)  First, multiply  1.25 by the  greater of (I)  the Actual
     Deferral Percentage, or  (II) the Contribution  Percentage of the
     Non-Highly Compensated Employees;

               (B)  Second, add 2.0 to the lesser of  (I) or (II) above
     provided that such sum shall not exceed 2 times the lesser of (I) or (II)
     above; and

               (C)  Finally, add  the  results  from (A)  and  (B) to
     determine  the Aggregate Limit; or

          (ii) (A)  First, multiply 1.25  by the  lesser of  (I) the Actual
     Deferral Percentage, or  (II) the Contribution Percentage  of the
     Non-Highly Compensated Employees;

               (B)  Second, add  2.0 to  the greater  of (I)  or (II)  above
     provided that such sum shall not exceed 2 times the greater of (I) or (II)
     above; and

               (C)  Finally, add  the  results  from (A)  and  (B) to
     determine  the Aggregate Limit.

          (c)  If  a Multiple Use has occurred,  such Multiple Use shall be
corrected by   reducing  the  Contribution  Percentage  of   Highly
Compensated  Employees  in accordance  with  the  provisions of  Section 3.5(d)
until  the  sum  of the  Actual Deferral





                                       19
<PAGE>   24

Percentage  plus  the Contribution  Percentage for  the Highly  Compensated
Employees equals the Aggregate Limit.

          (d)  Net earnings  or  losses  to be  refunded  or treated  as
forfeitures together with the  excess Employer Matching Contributions  shall be
equal to  the net earnings  or  losses  on  such  contributions   for  the
Plan  Year  in  which   the contributions  were made.   Net earnings or  losses
shall  be determined in  the same manner as in  Section 3.3(c) except that the
phrases "Employer Matching Contribution" and   "Matching  Account"   shall  be
substituted  for   the  phrases   "Before-Tax Contribution" and "Before-Tax
Account" wherever used therein.

          (e)  Any Employer Matching  Contributions which are treated  as
forfeitures pursuant  to subsection (c)  above  shall be  used  to reduce  the
Employer Matching Contribution in Section 3.4.





                                       20
<PAGE>   25

                                   ARTICLE 4
                           Participant Contributions

     4.1  No After-Tax  Contributions.  No Participant shall be required or
permitted to make any after-tax contributions to the Plan.

     4.2  Rollover Contribution.

          (a)  A  Rollover Contribution may be transferred in  cash to the
Trust Fund for the benefit  of an Eligible  Employee with the  permission of
the  Administrative Committee.   Prior to  accepting  any transfer  which is
intended to  be a  Rollover Contribution, the  Administrative  Committee may
require  the Eligible  Employee  to establish that  the amount  to  be
transferred  meets the  definition of  a  Rollover Contribution and any other
limitations of the Code applicable to such transfers.

          (b)  An Eligible Employee  who is not eligible  to participate in the
Plan solely by reason of  failing to meet  the eligibility requirements  of
Article 2  and who reasonably expects  to become a Participant  when such
requirements are  met, may be a Participant in  the Plan solely  for the
limited purposes  of making a  Rollover Contribution, and taking  actions with
respect  to his/her  Rollover Account for  the purpose  of investment options
in accordance with  Section 5.2, subject  to the same conditions as any other
Participant.

          (c)  If  the   Administrative  Committee   determines   after  a
Rollover Contribution  has  been  made  that  such  Rollover  Contribution  did
not  in  fact constitute a  Rollover Contribution  as defined in  Section 1.4,
the amount of  such Rollover  Contribution and  any earnings  thereon shall  be
returned  to the Eligible Employee.

          (d)  Each Eligible  Employee's Rollover Contribution  shall be
credited to his/her  Rollover   Account  and  invested   in  accordance  with
Section 5.2.    A Participant's Rollover Account shall be fully vested and
nonforfeitable.

          (e)  Subject  to the  provisions  of  Article 7, a  Participant's
Rollover Account shall be distributed to the Participant  (or his/her
beneficiary in the event of his/her death) at the time and in the manner
directed by the Participant.

     4.3  Trustee-to-Trustee Transfers.

          (a)  If permitted  by the  Administrative Committee,  an Eligible
Employee may elect  to have  a Trustee-to-Trustee  Transfer made  to the  Trust
consisting  of (i) employer contributions  made on his/her  behalf and (ii) all
earnings related to employer  and  employee contributions  (to the  extent
earnings related  to employee contributions  may  be legally  transferred
without  the  transfer of  the underlying employee contributions).





                                       21
<PAGE>   26

          (b)  An Eligible Employee on whose behalf  a Trustee-to-Trustee
Transfer is made to the Trust, who is ineligible to be a Participant solely by
reason of  failing to meet  the eligibility  requirements of  Article 2  and
who  reasonably expects  to become a Participant  when such requirements are
met, may be a Participant solely for the limited purposes of making a
Trustee-to-Trustee Transfer,  and taking action with respect  to such Trustee
Transfer Account for  the purpose of  investment options in accordance with
Section 5.2 subject to the same conditions as other Participants.

          (c)  Trustee-to-Trustee   Transfers  shall   only  be   permitted  as
the Administrative  Committee  shall  from time  to  time  determine  in
accordance  with uniform  and  non-discriminatory  circumstances.    Prior  to
the  acceptance  of  a Trustee-to-Trustee Transfer, the Administrative
Committee  may require the submission of evidence so that it may be reasonably
satisfied that  such transfer qualifies as a Trustee-to-Trustee Transfer.  If
the  Administrative Committee determines, subsequent to any Trustee-to-Trustee
Transfer, that such  transfer did not in fact constitute  a Trustee-to-Trustee
Transfer as  defined in Section 1.4  or did not otherwise  satisfy the  rules
of  the  Administrative Committee,  the  amount of  such  transfer may  be
returned (at  the discretion  of the Administrative  Committee) to the
transferor or Participant.

          (d)  Each  Eligible   Employee's  Trustee-to-Trustee   Transfer
shall   be credited to his/her Trustee Transfer Account and invested in
accordance with Section 5.2.   All amounts received  in a Trustee-to-Trustee
Transfer shall be  fully vested and nonforfeitable.

          (e)  Subject  to  the  provisions of  Article  7,  a  Participant's
Trustee Transfer Account shall be  distributed to the Participant (or his/her
beneficiary in the  event  of his/her  death)  at  the  time  and  in the
manner  directed  by  the Participant; provided, that any  portion of a
Participant's Trustee  Transfer Account attributable to employer contributions
made to  a plan which met the requirements  of Code  Section  401(k)  and
which  was  transferred  from  such  plan prior  to  such Participant's
attainment  of age  59-1/2, having  a disability  or for reasons  other than
the Participant's  separation from service or the termination of the plan,
shall not  be distributed prior  to the  earliest of  the Participant's
retirement, death, disability or termination of employment.

     4.4  Allocation of  Trustee-to-Trustee  Transfers  and  Rollover
Contributions.  The Trustee-to-Trustee Transfer  and Rollover  Contribution of
an Eligible  Employee shall be  allocated  to  his/her  Trustee  Transfer
Account  and  Rollover  Account, respectively,  as  of the  Valuation  Date
next  succeeding  the date  on  which such amounts are received by the Trustee.





                                       22
<PAGE>   27

                                   ARTICLE 5
                     Accounting Provisions and Allocations

     5.1  Participant's Accounts.   For each Participant there shall be
maintained as appropriate a separate  Before-Tax Account, Matching Account,
After-Tax  Account (for pre-1996 after-tax  contributions), Rollover  Account
and  Trustee Transfer  Account.  Each  Account  shall  be credited  with  the
amount  of contributions,  forfeitures, interest and  earnings  of the  Trust
Fund  allocated to  such Account  and shall  be charged with all distributions,
withdrawals and losses of  the Trust Fund  allocated to such Account.

     5.2  Investment Funds.

          (a)  The Trust Fund shall  be divided into separate investment  funds
(each a "Fund")  as provided in this  Section 5.2.  Each Fund  as may from time
to time be established shall be a common fund in which each Participant shall
have an undivided interest in the respective  assets of the  Fund.  Except  as
otherwise provided,  the value  of  each  Participant's  Accounts in  such
Funds  shall  be  measured by  the proportion that the net credits to  his/her
Accounts bear to the total net credits to the Accounts of all Participants and
beneficiaries as of the  date that such share is being determined.   For
purposes  of allocation of  income and  valuation, each  Fund shall be
considered separately.   No Fund shall share in the gains and  losses of any
other,  and  no  Fund  shall  be  valued  by   taking  into  account  any
assets  or distributions from any other.

          (b)  Each Fund  shall  be  established  and  invested  by  the
Trustee  in accordance with investment  policies determined, or as  the Trustee
may be  directed, from time to time by the Administrative Committee.  The
Administrative  Committee may from  time to  time also  direct that  Funds
with similar  investment objectives  be consolidated.

          (c)  A  Participant  may  from  time  to  time  elect  to  have  a
uniform percentage of his/her Accounts  credited in increments  of 5% to one
or more of  the Funds.   All contributions  to his/her  Accounts shall be
credited to such  Funds in accordance with such election.  Subject to  any
restriction on transfer which results from the investment medium  chosen for a
Fund, a Participant may elect to transfer in multiples of 5%, a uniform
percentage of his/her Accounts held  in any Fund to one or more different
Funds.  Elections under this Section  shall be made at such times and in
accordance  with  procedures and  limitations  established by  the
Administrative Committee.

     5.3  Allocation  Procedure.    As  of each  Valuation  Date,  the
Administrative Committee shall:

          (a)  first, allocate the net earnings or losses of the Trust Fund
pursuant to Section 5.5;





                                       23
<PAGE>   28

          (b)  second,  allocate Before-Tax  Contributions  pursuant to
Section 5.6; and

          (c)  third, if the Valuation Date is the last Business Day of  any
calendar quarter, allocate Employer Matching Contributions pursuant to Section
5.7.

     5.4  Determination of  Value of  Trust  Fund.   As of  each Valuation
Date  the Trustee  shall determine for  the period  then ended the  sum of the
net earnings or losses of the  Trust Fund which shall reflect accrued but
unpaid interest, dividends, gains or  losses realized  from the  sale, exchange
or collection  of assets,  other income  received, appreciation or
depreciation in the  fair market value  of assets, administration expenses,
and taxes and other expenses  paid in accordance with prior agreement between
the  Plan Sponsor and  the Trustee.  Gains  or losses realized  and adjustments
for appreciation or depreciation in  fair market value shall be  computed with
respect to the difference between  such value as of the preceding Valuation
Date or date of purchase, whichever is later, and the value  as of the date of
disposition or the  current Valuation Date, whichever is earlier.   To the
extent that any assets of the  Trust have been  invested in one or  more
separate investment  trusts, mutual funds, investment contracts or similar
investment media, the net earnings  or losses distributable to  such
investments  shall  be  determined  in  accordance  with  the procedures of
such investment media.

     5.5  Allocation of Net Earnings or Losses.

     As of each Valuation Date  the net earnings or losses of the Trust  Fund
for the period  then ending  shall  be allocated  to  the Accounts  of  all
Participants  (or beneficiaries of deceased  Participants) having credits in
the Fund both on such date and at the beginning of such period.  Such
allocation shall be in the ratio that (i) the  net credits to each  such
Account of  each such Participant on  the first day of such period, less the
total amount of  any distributions from  such Account to  such Participant
during  such period,  bears to  (ii) the  total net  credits to all  such
Accounts of all Participants on said  first day of the period, less  the total
amount of distributions  from  all such  Accounts to  all Participants  during
such  period.  Notwithstanding the  foregoing, to  the  extent the  assets of
the Trust  have  been invested in  one  or  more  separate  investment  trusts,
mutual  funds,  investment contracts or  similar investment media,  the net
earnings or losses  attributable to such investments shall be allocated to the
Accounts of Participants or beneficiaries on the  basis of the balances of such
Accounts but in accordance with the procedures of the respective investment
media in which such assets are invested.

     5.6  Allocation of  Before-Tax Contributions.   As of each  Valuation Date
which is the last Business Day of any calendar month, the Before-Tax
Contributions made on behalf of  each  Participant  shall be  allocated  to
such  Participant's  Before-Tax Account.

     5.7  Allocation of Employer Matching  Contributions.  As of each
Valuation Date which is the last Business Day of a calendar quarter, the
Employer Matching





                                       24
<PAGE>   29

Contribution, if any  is in  effect, shall be  allocated to  the Matching
Account  of each Participant.

     5.8  Provisional  Annual Addition.   The  sum of  the amounts  allocated
to  the Accounts of  the Participants pursuant to Sections 5.6 and 5.7  for a
Plan Year shall be known as the "Provisional Annual Addition" and shall be
subject to the  limitation on Annual Additions in Section 5.9.

     5.9  Limitation on Annual Additions.

          (a)  For  the  purpose  of  complying  with  the  restrictions   on
Annual Additions  to defined  contribution  plans  imposed by  Code  Section
415, for  each Eligible   Participant  and   each  other   Participant  who
has   made  Before-Tax Contributions  during  the  Plan  Year, there  shall  be
computed  a  Maximum Annual Addition, which shall be the lesser of

                (i) 25% of his/her Section 415 Compensation for the Plan Year;
or

               (ii) the Defined Contribution Dollar Limitation for the Plan
Year.

          (b)  If the Maximum  Annual Addition  for a Participant  equals or
exceeds the  Provisional  Annual  Addition  for that  Participant,  an  amount
equal to  the Provisional  Annual  Addition shall  be  allocated  to the
Participant's  respective Accounts.

          (c)  If  the  Provisional  Annual  Addition   exceeds  the  Maximum
Annual Addition  for  that Participant,  the Provisional  Annual  Addition
shall  be reduced until the  Provisional  Annual  Addition as  so  reduced
equals the  Maximum  Annual Addition  for  such Participant,  as follows:
the Tentative  Employer Contribution allocable to such  Participant's
respective Accounts shall be reduced by reducing (A) the  Employer
Supplemental Contribution,  if  any, (B)  the  Supplemental Before-Tax
Contributions,  and (C)  the  Basic Before-Tax  Contributions  and Employer
Matching Contributions, proportionately,  in  that order.    The Provisional
Annual  Addition remaining after  such reductions shall  be allocated to  the
Participant's respective Accounts.

          (d)  Any forfeiture  which cannot be  used to reduce  the Employer
Matching Contribution  under the  Plan  because of  the  application of  the
above limit  (or because the forfeiture  exceeds the  Employer Matching
Contribution  in Section  3.5) shall  be carried in the Excess  Forfeiture
Suspense Account for such  Plan Year.  In the next  succeeding Plan Year the
amounts included in  such Account shall be treated as a forfeiture for such
Plan Year and shall be used to reduce the Employer Matching Contribution in
Section 3.4  (and as such will be again subject to the limitations of this
Section 5.9  for such  Plan Year).   Amounts  which are  included in the
Excess Forfeiture Suspense  Account as  of the  end of  a Plan Year  shall be
treated as  a liability of the Trust





                                       25
<PAGE>   30

Fund.   Upon  termination of the  Plan, amounts  then held  in the  Excess
Forfeiture Suspense Account which cannot  be allocated pursuant to this Section
shall revert to the Employer.

          (e)  The Excess Tentative Employer  Contribution is an amount equal
to the sum of  the  reductions  in the  Tentative  Employer  Contribution
allocable  to  the Accounts of Participants pursuant to subsection (c) above.





                                       26
<PAGE>   31

                                   ARTICLE 6
                       Amount of Payments to Participants

     6.1  General Rule.   Upon the retirement,  disability, resignation or
dismissal of a Participant,  he, or in the  event of his/her death, his/her
beneficiary, shall be entitled  to receive from  his/her respective  Accounts
in  the Trust  Fund as  of his/her Determination Date:

          (a)  an amount  equal to  the Participant's  Before-Tax Account,
After-Tax Account, Rollover  Account, Trustee Transfer  Account, plus any  of
the Participant's Before-Tax  Contributions  made  to  the   Trust  Fund  but
not  allocated  to   the Participant's Accounts as of his/her Determination
Date; and

          (b)  the  nonforfeitable  portion  of the  Participant's  Matching
Account determined as hereafter set forth.

The time and manner  of distribution of a Participant's Accounts  shall be
determined in accordance with Article 7.

     6.2  Age  55 and Normal Retirement.  Any Participant  may retire on or
after the date on which he/she  attains age 55, at which date  the forfeitable
portion, if any, of  his/her Matching Account  shall become  nonforfeitable.
If the retirement  of a Participant is  deferred beyond his/her Normal
Retirement Date, he/she shall continue in full participation in the Plan and
Trust Fund.

     6.3  Death.  As of  the date any  Participant shall die while  in the
employ  of the Employer or  an Affiliate, the forfeitable  portion, if any, of
his/her Matching Account shall become nonforfeitable.

     6.4  Disability.

          (a)  As  of   the  date  any   Participant  shall  be   determined
by  the Administrative Committee to have  become totally and permanently
disabled  because of physical or mental infirmity while in the employ of the
Employer or an Affiliate and his/her  employment  shall  have terminated,  the
forfeitable  portion,  if any,  of his/her Matching Account shall become
nonforfeitable.

          (b)  A Participant  shall be deemed totally  and permanently disabled
when, on  the basis of qualified medical  evidence, the Administrative
Committee finds such Participant to be  totally and presumably permanently
prevented  from engaging in any occupation or  employment available with the
Employer or an  Affiliate as a result of physical  or   mental  infirmity,
injury,  or   disease,  either   occupational  or nonoccupational in  cause;
provided,  however,  that disability  hereunder shall  not include any
disability incurred or  resulting from the Participant having engaged  in a
criminal enterprise, or any





                                       27
<PAGE>   32

disability  consisting  of or  resulting from  the Participant's  chronic
alcoholism, addiction to narcotics or an intentionally self-inflicted injury.

     6.5  Vesting.  A  Participant's interest in  his/her Before-Tax Account,
After- Tax Account,  Rollover Account and  Trustee-Transfer Account shall  be
nonforfeitable at  all times.    Except as  otherwise provided  in  this
Article 6,  a Participant's nonforfeitable interest in  his/her Matching
Account  at any point  in time shall  be determined under Section 6.6.

     6.6  Resignation or Dismissal.  If any Participant  shall resign or be
dismissed from   the  service  of   the  Employer  and  all   Affiliates,
there  shall  become nonforfeitable a portion  or all of his/her Matching
Account determined as of his/her Determination Date  in accordance  with the
following schedule,  subject to  Section 6.7:

<TABLE>
<CAPTION>
                                   Nonforfeitable
               Years of Service      Percentage    
               ----------------    --------------
               <S>                  <C>
               Less than 3               0%
               3 but less than 4        20%
               4 but less than 5        40%
               5 but less than 6        60%
               6 but less than 7        80%
               7 or more               100%
</TABLE>

Any  part  of  the  Matching  Account of  such  Participant  which  does  not
become nonforfeitable shall be treated as a forfeiture pursuant to Section 6.8.

     6.7  Computation of  Period  of  Service.    For  purposes  of
determining  the nonforfeitable percentage  of  the  Participant's  Matching
Account,  all  Years  of Service shall be taken  into account, except that
Years of Service  before a One-Year Break in Service shall  be disregarded
until such Participant has  completed one Year of Service after such One-Year
Break in Service.

     6.8  Treatment of Forfeitures.

          (a)  Upon termination of a  Participant's employment with the
Employer  and all  Affiliates, that  part of  his/her Matching  Account which
becomes a forfeiture pursuant to  Section 6.6 shall  be applied to reduce
Employer Matching Contributions under Section 3.4 at the end of the Plan Year
in which the termination of employment occurred if the Participant is not then
reemployed by the Employer or an Affiliate.

          (b)  If  a  Participant  is reemployed  by  the  Employer  or an
Affiliate without incurring 5 consecutive  One-Year Breaks in Service, and
before distribution of the  nonforfeitable  portion  of  his/her  Matching
Account,  the  amount  of  the forfeiture shall be





                                       28
<PAGE>   33

restored to  his/her Matching Account  and Employer Account  (if any) as  of
the last day of the Plan Year in which he/she is reemployed.

          (c)  If  the  Participant is  reemployed by  the  Employer or  an
Affiliate without incurring 5 consecutive One-Year Breaks in Service  but after
distribution of the nonforfeitable  portion  of  his/her Matching  Account,
and if  the  Participant repays the amount distributed before the earlier of

               (i)  5 years from the date of such reemployment; or

               (ii) the end of  5 consecutive  One-Year Breaks  in Service
          following the date of such distribution,

the  amount of  the Matching Account  distributed to  him/her and  the amount
of the forfeiture shall be restored  to his/her Matching Account as  of the
last day  of the Plan Year in which such repayment is made.

          (d)  Amounts restored to  a Participant's Matching Account pursuant
to (b) or  (c) above  shall  be  deducted from  the  forfeitures  which
otherwise  would  be allocable for  the Plan Year in  which such reemployment
or repayment occurs  or, to the  extent  such  forfeitures   are  insufficient,
shall  require   a  supplemental contribution from the Employer.





                                       29
<PAGE>   34

                                   ARTICLE 7
                                 Distributions

     7.1  Commencement and Form of Distributions.

          (a)  Distribution  of a Participant's Accounts  in the Trust Fund
following termination of  employment with the Employer and all  Affiliates
shall commence on or as soon as practicable after the first to occur of:

               (i)  the   date  set   forth   in   the  Participant's   request
     for distribution; provided  that the Committee  has notified the
     Participant of the availability  of such distribution  in a  manner that
     would satisfy  the notice requirements of Section 1.411(a)-11(c)  of the
     income tax regulations,  and such notification  is given no less  than 30
     days  and no more than  90 days prior to the distribution  date  requested
     by  the Participant;  provided, further,  that such distribution  may
     commence  less than  30 days  after the  date the  notice required under
     Section 1.411(a)-11(c) of  the income tax  regulations is given, provided
     that:

                    (1)  the  Committee  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

                    (2)  the Participant, after  receiving the notice,
          affirmatively elects a distribution; or

               (ii) the 60th day after the  close of the later  of the Plan 
     Year in which the Participant attains his/her Normal Retirement Date or    
     terminates employment with the  Employer and all Affiliates,  unless the   
     Participant  has requested to defer the distribution to a later date.

          (b)  In all  events, distribution shall commence no later than the
Required Beginning  Date,  and subsequent  distributions  required to  be  made
each  year for compliance  with Code  Section 401(a)(9) and  the regulations
promulgated thereunder shall be made no later than December 31 of such year.

          (c)  A Participant may, in accordance with such conditions  or rules
as the Committee  shall  prescribe,  elect  any  one  of  the  following
optional  forms  of distribution of the nonforfeitable  balances of the
Participant's Accounts  under the Plan, subject to applicable laws and
regulations:

               (i)  by payment in one lump sum; or





                                       30
<PAGE>   35

          (ii) in  substantially  equal  monthly,  quarterly,  semi-annual  or
     annual installments which, except for  the final payment, shall not be
     less than $100; or

          (iii)     by transfer,  at the request  of a Participant,  to an
     employees' trust in  which he/she  is a  participant, which  is described
     in Code  Section 401(a) and which is exempt from tax under Code Section
     501(a); or

          (iv) by distribution according to paragraph (d), below.

     (d)   This paragraph (d) contains  the IRS model amendment as set  forth
in Rev.  Proc. 93-12,  which may  be used to  amend plans  to provide for  the
requirement  of section  401(a)(31) of the  Code that  plans permit  the direct
rollover  of eligible rollover distributions.

          (i)  This paragraph (d) applies  to distributions made on or  after
     January 1, 1993.  Notwithstanding any provision  of the plan to the
     contrary  that would otherwise  limit   a  distributee's  election   under
     this  paragraph   (d),  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.

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

               (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.





                                       31
<PAGE>   36

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

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

               (e)  The value  of the  Participant's Accounts  shall be  paid
     to  the Participant over a  period not to  exceed his/her life  expectancy
     or the  joint life expectancy  of the  Participant and  his/her Individual
     Beneficiary.   The minimum amount of  any installment  distribution and
     determination  of the  life expectancy of  a Participant and the joint
     life  expectancy of a Participant and his/her  Individual  Beneficiary
     shall be  determined  in  accordance  with the regulations  prescribed
     under  Code Section  401(a)(9); provided  that the  life expectancy of  a
     Participant or  his/her spouse shall  be redetermined annually.  In no
     event shall the amount  distributable in any year be less that the  amount
     determined  in  accordance  with the  minimum  distribution  incidental
     benefit requirements of Treasury Regulation Section 1.401(a)(9)-2.

               (f)  Notwithstanding anything in this Section 7.1  to the
     contrary, if the vested  balance of the Participant's Accounts does  not
     exceed $3,500 at the time a distribution  is to be  made from the Plan
     and distribution pursuant  to this Section 7.1  has not otherwise
     commenced, the Committee  shall direct  the Trustee to distribute  such
     amount in a  lump sum payment  to the individual  so entitled and the
     payment thereof shall be  in full satisfaction of any liability of the
     Trust to  such individual.   If the vested  balance of the  Participant's
     Accounts at  the time of any distribution to  the individual so entitled
     exceeds $3,500,  then the  vested balance  at any  subsequent  time shall
     be deemed  to exceed $3,500.   Any  Participant whose  vested percentage
     of his/her  Matching Account  is  0%  shall  be deemed  to  have  received
     a  lump  sum  payment upon termination of employment.

               (g)  Notwithstanding anything in this Section 7.1  to the
     contrary, if the amount of any  distribution required to commence on a
     certain date cannot be ascertained by such  date, a  payment retroactive
     to  such date may  be made  no later  than  60  days after  the  earliest
     date  on which  such  amount  can be ascertained.





                                       32
<PAGE>   37

     7.2  Distributions to Beneficiaries.

          (a)  Except as  otherwise provided in  this Section  7.2, the balance
of a deceased Participant's  Accounts which  is distributable  to a
beneficiary shall  be distributed in one  of the forms described  in Section
7.1(c), in accordance  with an effective designation  filed by the Participant
with the Administrative Committee or, if no  such designation has  been filed,
in  one of such  forms as the  beneficiaries shall request.

          (b)  In the event that  the distribution of the Participant's
Accounts has begun in  accordance with  Section 7.1,  any form  of distribution
to a  beneficiary under this Section 7.2  shall be designed to  distribute the
balance of  the deceased Participant's Accounts at  least as rapidly  as under
the  method of distribution  in effect at the time of the Participant's death.

          (c)  If the distribution of  a Participant's Accounts has not
commenced at the  time of  his/her death,  any  form of  distribution  to a
beneficiary shall  be designed to  distribute  the  balance  of  the  deceased
Participant's  Accounts  as follows:

              (i)  Any  portion of  the  Accounts payable  to or  for  the 
    benefit of an Individual Beneficiary  may be distributed over a period  not
    to exceed the life expectancy of  such Individual Beneficiary  if such
    payments  commence not later than the  December 31 coinciding with or next
    following   the first anniversary of the  Participant's death, unless  such
    Individual  Beneficiary is  the surviving spouse of the Participant,  in
    which case such payments need  not commence until the later of  (1) the
    December 31 coinciding  with or next  following the  first anniversary of
    the Participant's  death, or (2) the December 31 of  the calendar year in
    which the Participant would have attained age 70-1/2.

             (ii)  If the  Participant's surviving  spouse is  an Individual
    Beneficiary and  dies  prior  to  the  commencement of  benefit  payments
    to  such  spouse, subsection (i) above  shall  be  applied  as  if  the     
    Participant's  death  had occurred on the date of such spouse's death.

            (iii)  Unless distribution is  made in  accordance with subsections
    (i) or (ii)  above, the balance of  the Participant's Accounts shall  be
    distributed in full no later  than the December 31 coinciding with or
    next following the 5th anniversary of the Participant's death.

          (d)  If a beneficiary to  whom payments have commenced dies prior  to
receipt of all  such payments,  the remaining  balance of  the Participant's
Accounts  shall be distributed to  any contingent or successor beneficiary at
least as rapidly as under the method of  distribution in effect at the  time of
the beneficiary's death,  or if there is  no such contingent or successor
beneficiary,  in a lump sum to the deceased beneficiary's estate.





                                       33
<PAGE>   38


          (e)  The life  expectancy of an Individual Beneficiary who is the
surviving spouse  of  the  Participant  shall  be  redetermined  annually  in
accordance  with regulations prescribed under Code Section 401(a)(9).

          (f)  Notwithstanding the  provisions of this Section 7.2, the
Accounts of a deceased Participant shall be distributed  to a beneficiary in
such method or form of distribution and at such  time as set forth in  a
written designation filed  with the Administrative Committee by the
Participant prior to January 1, 1984,  in accordance with the provisions of the
Plan as in effect prior to that date.

     7.3  Beneficiaries.

          (a)  Unless a Participant  has effectively elected otherwise  in
accordance with this  Section  7.3,  the  distributable  balance  of  a
deceased  Participant's Accounts shall be paid to his/her surviving spouse.

          (b)  The balance of a deceased  Participant's Accounts shall be
distributed to the  persons effectively designated  by the Participant  as
his/her beneficiaries.  To be effective, the designation shall be  filed with
the Administrative Committee in such  written   form  as  the  Administrative
Committee  requires  and  may  include contingent   or  successive
beneficiaries;  provided  that   any  designation  by  a Participant who  is
married at the  time of his/her  death (or, if earlier,  the date his/her
benefit payments commence) which  fails to name  his/her surviving spouse as
the sole primary beneficiary shall not be effective unless such surviving
spouse has consented  to the  designation  in writing,  witnessed by  a  Plan
representative  or notary  public,  acknowledging  the  effect  of  the
designation  and  the  specific non-spouse  beneficiary,  including  any class
of  beneficiaries  or any  contingent beneficiary.   Such consent shall  not be
required if, at  the time  of filing  such designation,  the Participant
established  to the satisfaction  of the Administrative Committee that the
consent of the Participant's spouse could not be  obtained because there is no
spouse, such  spouse could not  be located  or by reason  of such  other
circumstances  as may be  prescribed by regulations.   Any consent  (or
establishment that the consent could not be obtained) shall be effective  only
with respect to such spouse.  Any  Participant may change his/her  beneficiary
designation at any  time by filing with the  Administrative Committee  a new
beneficiary  designation (with  such spousal consent as may be required).

          (c)  (i)  If  a   Participant   dies,  and   to   the  knowledge   of
     the Administrative Committee  after reasonable inquiry  leaves no
     surviving spouse, has  not filed  an effective  beneficiary designation
     or  has revoked  all such designations,  or  has filed  an effective
     designation  but the  beneficiary or beneficiaries predeceased  him, the
     distributable  portion of  the Participant's Accounts  shall be paid  to
     the executor  or administrator of  the Participant's estate.





                                       34
<PAGE>   39

          (ii) If the beneficiary, having  survived the Participant, shall die
     prior to the final and  complete distribution of the Participant's
     Accounts, then the distributable portion of said Accounts shall be paid:

                    (A)  to the  contingent or  successive beneficiary  named
          in  the most  recent effective beneficiary designation  filed by the
          Participant in accordance with such designation; or

                    (B)  if no  such beneficiary has  been named, to  the
          executor or administrator of the beneficiary's estate.

     7.4  Installment or  Deferred  Distributions.   If  distribution  is made
to  a Participant or to  the beneficiary of  a deceased Participant  in
installments or  is deferred, the undistributed vested balance shall share  in
the net earnings or losses (including  the net  adjustments  in the  value of
the  Trust Fund)  as  provided in Section 5.5.

     7.5  Form of  Elections and Applications for Benefits.  Any election,
revocation of  an  election  or application  for  benefits pursuant  to  the
Plan  shall  not be effective  unless  it is  (a) made  on  such  form,  if
any,  as  the  Administrative Committee  may prescribe  for such  purpose; (b)
signed  by the  Participant and,  if required by  Section 7.3,  by  the
Participant's  spouse;  and  (c) filed  with  the Administrative Committee.

     7.6  Unclaimed Distributions.   In  the event  any distribution  cannot be
made because the  person entitled thereto cannot  be located and the
distribution remains unclaimed for 2 years  after the distribution date
established by  the Administrative Committee, then such amount  shall be
treated as a forfeiture  and used to reduce the Employer Matching Contributions
under Section 3.4.

     7.7  Loans.

          (a)  Upon the submission by  the Participant of a written  loan
application form as prescribed by the Administrative Committee, the Committee
shall grant  a loan to such Participant from  his/her Accounts; provided,
however, that  if the Committee reasonably believes that the Participant either
does not  intend to repay the loan or lacks proper financial ability to repay
the loan, it shall not grant such a loan.

          (b)  Only one loan  shall be outstanding at  any time.  The  minimum
amount of any loan shall be $1,000, and the maximum  amount of any loan shall
not exceed 50% of  the amount  which  the Participant  would  be entitled  to
receive from  his/her Accounts  if he/she had resigned from the  service of the
Employer and all Affiliates and his/her  Determination  Date  next  preceded
the  date  of  such  authorization; provided, however, that the  amount of such
loan shall not exceed  $50,000 reduced by the greater of  (i) the highest
outstanding balance of  loans to the Participant from the Trust Fund during the
one-year period ending on the  day before the date on which such loan is





                                       35
<PAGE>   40

made or modified, or (ii)  the outstanding balance of  loans to the Participant
from the Trust Fund on the date on which such loan is made or modified.

          (c)  Such loans  shall be made  available on a  reasonably equivalent
basis to all  Participants and beneficiaries  who either (i)  are active
employees  or (ii) are determined by the Committee to  be "parties in interest"
as that term is  defined in Section 3(14) of ERISA, so long as the making  of
such loans does not discriminate in favor of Highly Compensated Employees.

          (d)  Loans shall be made on such terms  as the Administrative
Committee may prescribe, provided that  any such loan shall  be evidenced by  a
note, shall bear  a rate of  interest on  the  unpaid principal  thereof
commensurate  with the  interest rates  charged by persons in  the business of
lending money  for loans which would be made  under  similar  circumstances,
and  shall  be  secured  by  the  Participant's segregated loan  account and
such other  security as the Administrative  Committee in its discretion deems
appropriate.

          (e)  Loans shall be  repaid by the Participant by  payroll deduction
or any other  method  approved  by  the  Committee  which  requires  level
amortization  of principal and  repayments not less  frequently than quarterly.
Such loans  shall be repaid  over a  period  not  to exceed  5  years (15
years  for  the purchase  of  a participant's  principal residence) in
accordance with  procedures established by the Administrative Committee from
time to time.

          (f)  Loans shall  be an asset  of the  Participant's Accounts and
shall be treated in the manner of a segregated account.  Upon the failure of a
Participant  to make loan payments or some other  event of default set forth in
the promissory  note, upon the  Participant's termination of  employment, or
upon  termination of the  Plan pursuant to  Section 12.2, such  loan shall
become due and  payable, and the  unpaid balance of  such loan,  including  any
unpaid  interest,  may in  the  Administrative Committee's discretion be
charged against the Participant's segregated loan account; provided, that any
unpaid balance of such  loan, including any unpaid interest, shall be charged
against the Participant's segregated loan account before any distribution to
the Participant.  If after  the Participant's segregated loan account has been
so charged,  there remains an  unpaid balance  of any such  loan and  interest,
then the remaining unpaid balance of such loan  shall be charged against any
property  pledged as security with respect to such loan.

     7.8  Withdrawals From Before-Tax Account Prior to Termination of
       Employment.

          (a)  A Participant who has attained  age 59-1/2 may elect to
withdraw from his/her Before-Tax  Account any amount not  in excess of the
balance of such Account determined as of the Determination Date coinciding
with or immediately preceding the date of such withdrawal.





                                       36
<PAGE>   41


          (b)  A  Participant  who  has   not  attained  age  59-1/2  may
upon  the determination by  the Administrative Committee  that he/she has
incurred a financial hardship, make a  hardship withdrawal from his/her
Before-Tax Account.  In  any case where the  Participant  claims  financial
hardship,  he/she  shall submit  a  written request  for  such  distribution in
accordance  with  procedures  prescribed by  the Administrative Committee.
The Administrative Committee shall  determine whether the Participant  has a
"financial hardship"  on the  basis  of such  written request  in accordance
with this Section 7.8, and such  determination shall be made in a  uniform and
nondiscriminatory  manner.   The  Administrative  Committee  shall  only make
a determination of  "financial hardship" if the distribution is requested on
account of an immediate  and  heavy financial  need  of  the Participant  and
the funds  to  be distributed are necessary to satisfy the Participant's need.

          (i)  The determination  of whether a Participant has an immediate and
     heavy financial need  is to be  made by the  Administrative Committee on
     the  basis of all relevant  facts and circumstances.  A  distribution will
     be deemed  to be on account of an immediate and heavy financial need if
     made on account of:

               (A)  expenses for  medical care (as described  in Code Section
          213(d)) previously incurred  by the Participant,  the Participant's
          spouse or  any dependents  of  the  Participant  (as  defined  in
          Code  Section  152)  or necessary for these persons to obtain such
          medical care;

               (B)  the  purchase  (excluding  mortgage  payments)   of  a
          principal residence for the Participant;

               (C)  tuition and related educational  fees due for the next  12
          months of post-secondary education for the  Participant, the
          Participant's spouse, children or dependents;

               (D)  the need  to prevent the eviction of the Participant from
          his/her principal residence  or foreclosure  on the  mortgage of  the
          Participant's principal residence; or

               (E)  any  other  event  or  expense  deemed  an  immediate  and
          heavy financial need by the Department of the Treasury.

          (ii) The  determination of whether  a distribution is  necessary to
     satisfy the immediate and heavy  financial need of the Participant shall
     be made by the Administrative Committee on the  basis of all relevant
     facts  and circumstances.  The  Administrative Committee shall  determine
     that a  distribution is necessary to satisfy  the financial need  if the
     Participant  reasonably demonstrates that all of the following
     requirements are satisfied:





                                       37
<PAGE>   42

                  (A)  the distribution is not in excess of the amount of the
     immediate and heavy financial need of the Participant;

                  (B)   the  Participant  has obtained  all  distributions 
     (other than hardship distributions) and  all nontaxable loans currently
     available under the Plan;

                  (C)   the Participant will  not make any  Before-Tax
     Contributions for twelve months after receiving the hardship distribution;
     and

                  (D)   the  Participant's  Before-Tax Contributions  in  the
     Plan Year following  the  Plan  Year  of  the  hardship  distribution  do 
     not exceed the limitation in Section 3.3(b) applicable to  such following
     Plan Year,  minus the amount of  his/her Before-Tax Contributions  for the
     Plan Year of  the hardship distribution.

          (c)  Distributions from  the Participant's  Before-Tax  Account
because of hardship pursuant to (b) above shall not exceed the lesser of:

              (i)  the amount of the immediate and heavy financial need; or

              (ii) the total  balance  of  the  Participant's  Before-Tax 
  Account, Rollover Account and Trustee Transfer Account as of  the
  Determination Date coinciding with or immediately preceding the date of such 
  withdrawal.

      7.9  Withdrawals From Other Accounts Prior to Termination of Employment.

          (a)  A Participant  may at any time withdraw from his/her Rollover
Account, Trustee-Transfer Account  and/or After-Tax  Account any amount  not in
excess  of the balance of  such  Accounts  determined  as  of  the
Determination  Date  immediately preceding the date of such withdrawal.

          (b)  A Participant who has attained age  59 1/2 may elect to withdraw
from his/her Matching Account  any amount not in  excess of the nonforfeitable
balance of such Account determined as  of the Determination Date immediately
preceding the date of such withdrawal.

     7.10 Facility of  Payment.  When,  in the Administrative  Committee's
opinion, a Participant  or beneficiary is  under a legal  disability or is
incapacitated in any way so as to be  unable to manage his/her  affairs, the
Administrative Committee  may direct the Trustee to make payments:

          (a)  directly to the Participant or beneficiary;





                                       38
<PAGE>   43


          (b)  to a duly appointed guardian or conservator of the
Participant or beneficiary;

          (c)  to a custodian for the Participant or beneficiary under the
Uniform Gifts to Minors Act;

          (d)  to an adult relative of the Participant or beneficiary; or

          (e)  directly for the benefit of the Participant or beneficiary.

Any such payment shall constitute a complete discharge thereof with respect
to the Trustee and the Administrative Committee.

     7.11 Claims Procedure.

          (a)  Any person who believes that he/she is then entitled to
receive a benefit under the Plan, including one greater than that initially
determined by the Administrative  Committee, may file a claim in writing
with the Administrative Committee.

          (b)  The Administrative Committee shall within 90 days of the
receipt of a claim  either allow  or deny  the claim in  writing.   A denial
of a  claim shall be written in a manner calculated to be understood by the
claimant and shall include:

              (i)  the specific reason or reasons for the denial;

              (ii) specific references to pertinent Plan provisions on which
     the denial is based;

              (iii) a description of any additional material or information
     necessary  for the claimant to perfect the claim and an explanation of
     why such material or information is necessary; and 

              (iv) an explanation of the Plan's claim review procedure.

          (c)  A claimant whose claim is denied (or his/her duly authorized 
representative) may, within 60 days after receipt of denial of his/her claim:

              (i)  submit a written request for review to the Administrative
     Committee;

              (ii) review pertinent documents; and

              (iii)submit issues and comments in writing.





                                       39
<PAGE>   44

          (d)  The  Administrative  Committee  shall  notify   the  claimant
of  its decision on review  within 60 days of receipt of a  request for review.
The decision on review shall  be written in a  manner calculated to be
understood  by the claimant and shall include  specific reasons for the
decision and specific references  to the pertinent Plan provisions on which the
decision is based.

          (e)  The 90-day  and 60-day periods  described in subsections  (b)
and (d), respectively, may be extended at  the discretion of the Administrative
Committee for a second 90- or  60-day period, as the case  may be, provided
that written  notice of the extension is  furnished to the claimant  prior to
the termination of  the initial period, indicating the  special circumstances
requiring such extension  of time  and the date by which a final decision is
expected.

          (f)  Participants and beneficiaries shall not  be entitled to
challenge the Administrative Committee's  determinations in judicial  or
administrative proceedings without  first complying  with the  procedures in
this Article.   The Administrative Committee's decisions  made pursuant  to
this Section  are intended  to be final  and binding on Participants,
beneficiaries and others.





                                       40
<PAGE>   45

                                   ARTICLE 8
                          Top-Heavy Plan Requirements

     8.1  Definitions.  For purposes of this Article 8:

          (a)  A "Key Employee" is any current or former employee (and the 
beneficiaries of such employee) who at any time during the Determination Period
was an officer of the Employer or an Affiliate if such individual's annual
compensation exceeds 50% of the Defined Benefit Dollar Limitation, an owner (or
considered an owner under Code Section 318) of one of the 10 largest interests
in the Employer if such individual's  compensation exceeds 100% of the Defined
Contribution Dollar Limitation, a Five-Percent Owner, or a One-Percent Owner of
the Employer who has an annual compensation of more than $150,000.  Annual
compensation means Section 415 Compensation plus amounts contributed by the
Employer pursuant to a salary reduction agreement which are excludable from the
employee's gross income under Code Section 125, 402(a)(8), 402(h) or 403(b).  
The "Determination Period" is the Plan Year containing the Top-Heavy
Determination Date and the 4 preceding  Plan Years.

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

          (b)  For any Plan Year beginning after December 31, 1983, this Plan
is "Top-Heavy" if any of the following conditions exists:

                (i)  The Top-Heavy Ratio for this Plan exceeds 60% and this
              Plan is not part of any Required Aggregation Group or Permissive
              Aggregation Group of plans;

                (ii) 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%;

                (iii)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%.

          (c)  The "Top-Heavy Ratio" shall be determined as follows:

                (i)  If the Employer maintains one or more defined contribution
              plans and the Employer has not maintained any defined benefit
              plan which during the  5-year period ending on the Top-Heavy
              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  Top-Heavy





                                       41
<PAGE>   46

     Determination Date(s)  (including any part of any account balance
     distributed in the 5-year period ending on the Top-Heavy Determination
     Date(s)), and the denominator of which is the sum of  all account balances
     (including any part of any account balance distributed in the 5-year
     period ending on the Top-Heavy Determination Date(s)), both computed in
     accordance with Code Section 416 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 Top-Heavy
     Determination Date, but which is required to be taken into account on that
     date under Code Section 416 and the regulations thereunder.

          (ii) If the Employer maintains  one or more defined contribution
     plans and the Employer maintains or  has  maintained one  or more
     defined benefit  plans which during the 5-year period ending on the
     Top-Heavy 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 Top-Heavy Determination
     Date(s), and the denominator of which is the sum of the account
     balances under the aggregated defined contribution plan or plans for all
     Participants, determined in accordance with (i) above, and the Present
     Value of accrued benefits under the aggregated defined benefit plan or
     plans for all Participants as of the Top-Heavy Determination Date(s),
     all determined in accordance with Code Section 416 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 5-year period
     ending on the Top-Heavy 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 Top-Heavy  Determination Date, except as
     provided in Code Section 416 and the  regulations thereunder for  the
     first  and second  plan years of  a defined benefit plan.   The account
     balances and accrued benefits of 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  5-year  period ending
     on  the Top-Heavy  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  Code Section 416  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





                                       42
<PAGE>   47

     reference  to  the Top-Heavy  Determination Date(s)  that  fall within
     the same calendar year.   The accrued benefit of a Participant  other than
     a Key Employee shall be  determined under (1) the  method, if  any, that
     uniformly  applies for accrual purposes under all defined benefit plans
     maintained by the Employer, or (2) 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  Code Section 411(b)(1)(C).

          (d)  "Permissive Aggregation  Group" means  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 Code Sections 401(a)(4) and 410.

          (e)  "Required  Aggregation Group"  means (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 Code Section
401(a)(4) or 410.

          (f)  "Top-Heavy Determination Date" means, for any Plan Year
subsequent to the first Plan Year, the  last day of the preceding Plan Year or,
for the first Plan Year of the Plan, the last day of that year.

          (g)  "Present  Value"  shall be  based on  the  interest assumption
6% and post-retirement  mortality   assumption  specified  in   any  defined
benefit  plan maintained by any Employer or Affiliate.

          (h)  "Employer" means the Employer  and all Affiliates except for
purposes of determining ownership under Code Section 416(i)(1).

     8.2  Top-Heavy Plan Requirements.

          (a) (i)     Except as  otherwise  provided  in (ii),  (iii) 
        and (iv) below,  the Employer contributions and forfeitures allocated
        on behalf of any Participant who  is not a  Key Employee  shall not  be 
        less than the lesser  of three  percent of  such Participant's 
        Considered Compensation  or in  the  case where  the  Employer has  no
        defined benefit plan which  designates this  Plan to  satisfy Code
        Section  401, the largest percentage of Employer contributions and
        forfeitures, as  a percentage of the Key  Employee's Considered
        Compensation, allocated on behalf of any Key Employee for that  year.  
        The  minimum  allocation is determined  without regard  to  any Social
        Security contribution.   This minimum allocation shall  be made  even
        though,  under other Plan provisions,  the Participant would not
        otherwise be entitled to receive an allocation, or  would have 
        received  a lesser  allocation for  the year  because  of (A) the
        Participant's failure to complete 1,000 Hours of Service





                                       43
<PAGE>   48

(or any equivalent provided in the Plan), (B) the Participant's failure to
make mandatory employee contributions to the Plan, or (C) Section 415
Compensation less than a stated amount.

          (ii) The provision in (i) above shall not apply to any Participant
     who was not employed by the Employer or an Affiliate on the last day of
     the Plan Year.

          (iii)The provision in (i) above shall not apply to any
     Participant to the extent the Participant is covered under any other
     plan or plans of the Employer and the Employer's contribution and
     forfeitures allocated under such plan or plans are equal to or exceed
     the amount required to be allocated under (i) above.

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

          (c)  For any Plan Year in which this Plan is Top-Heavy, the
schedule set forth in Section 6.6 shall continue to apply, because it meets
the minimum vesting schedule requirements of Code Section 416.





                                       44
<PAGE>   49

                                   ARTICLE 9
               Powers and Duties of Plan Administrative Committee

     9.1  Appointment of Plan Administrative Committee.

          (a)  The Board of Directors of the Plan Sponsor (the "Board  of
Directors") may name  a Plan Administrative Committee (the "Administrative
Committee") to consist of not  less than 3  persons to  serve as administrator
and named  fiduciary of  the Plan.  Any  person, including members of the Board
of Directors, partners, directors, shareholders, officers and employees of the
Employers, shall be eligible to  serve on the Administrative Committee.  Every
person appointed a member  of the Administrative Committee shall signify
his/her  acceptance in writing to the Board of Directors.  In the  event  the
Board  of  Directors  does  not  appoint a  Administrative  Committee pursuant
to  this Section 9.1, the  Plan Sponsor shall  act as the  administrator and
named fiduciary of  the Plan and all references to the Administrative Committee
shall mean references to  the Plan Sponsor so  acting as administrator and
named fiduciary of the Plan.

          (b)  Members of the  Administrative Committee shall  serve at the
pleasure of the Board  of Directors and may be removed  by the Board of
Directors  at any time with  or without cause.   Any  member of the
Administrative Committee may  resign by delivering  his/her   written
resignation  to  the  Board  of  Directors,  and  such resignation  shall
become  effective  at  delivery or  at  any  later date  specified therein.
Vacancies in the Administrative Committee shall  be filled by the Board of
Directors.

          (c)  Usual and reasonable  expenses of the Administrative Committee
may be paid in  whole or  in part  by the Employer  and any  such expenses  not
paid by  the Employer  shall be paid by  the Trustee out  of the principal or
income of the Trust Fund.    The  members  of   the  Administrative  Committee
shall  not   receive  any compensation for their services as such.

     9.2  Powers  and  Duties  of  Administrative   Committee.    The
Administrative Committee shall have final and binding discretionary authority
to control and  manage the operation  and  administration of  the  Plan,
including all  rights  and  powers necessary or convenient  to the carrying out
of its functions hereunder,  whether or not such rights  and powers are
specifically enumerated herein.   In exercising  its responsibilities
hereunder,  the Administrative Committee  may manage  and administer the Plan
through the use of agents who may include employees of the Employer.

     Without limiting the generality  of the foregoing, and in addition  to the
other powers set  forth in  this Article  9, the  Administrative Committee
shall have  the following discretionary authorities:

          (a)  To  construe  and   interpret  the  Plan,  decide  all
questions  of eligibility  and determine the  amount, manner  and time  of
payment of  any benefits hereunder.





                                       45
<PAGE>   50


          (b)  To   prescribe  procedures   to  be   followed   by
Participants   or beneficiaries filing applications for benefits.

          (c)  To  prepare  and distribute,  in  such  manner as  the
Administrative Committee determines to be appropriate, information explaining
the Plan.

          (d)  To request  and receive  from the  Employer,  Participants and
others such information as shall be necessary for the proper administration of
the Plan.

          (e)  To furnish the  Employer upon  request such annual  and other
reports with respect to the administration of the Plan as are reasonable and
appropriate.

          (f)  To  receive,  review and  maintain on  file  reports of  the
financial condition and of the receipts and disbursements of the Trust Fund
from the Trustee.

     9.3  Administrative Committee Procedures.

          (a)  The Administrative Committee may adopt such  bylaws and
regulations as it deems desirable for the conduct of its affairs.

          (b)  A majority of the members of the Administrative Committee  at
the time in  office  shall  constitute  a  quorum  for  the  transaction  of
business.    All resolutions or other  actions taken  by the Administrative
Committee at any  meeting shall be by the vote of  the majority of the members
of  the Administrative Committee present at the meeting.   The Administrative
Committee  may act without a meeting  by written consent of a majority of its
members.

          (c)  The Administrative  Committee may elect one of its members as
chairman and  may appoint  a secretary,  who  may or  may  not be  a
Administrative  Committee member, and  shall advise the  Trustee and the
Employer  of such actions  in writing.  The secretary shall keep a record of
all actions of the Administrative Committee  and shall forward all necessary
communications to the Employer or the Trustee.

          (d)  Filing or  delivery of any  document with or  to the secretary
of the Administrative Committee in person or by  registered or certified mail,
addressed  in care  of   the  Employer,  shall  be  deemed  a   filing  with
or  delivery  to  the Administrative Committee.

     9.4  Consultation  with  Advisors.     The  Administrative  Committee
(or  any fiduciary designated by  the Administrative  Committee pursuant to
Section 9.8)  may employ or  consult with counsel, actuaries, accountants,
physicians or other advisors (who may  be counsel, actuaries,  accountants,
physicians or  other advisors  for the Employer).





                                       46
<PAGE>   51

     9.5  Administrative  Committee  Members  as  Participants.    Any
Administrative Committee  member may also be  a Participant, but  no
Administrative Committee member shall have  power to  take part  in any
discretionary decision  or action  affecting his/her own interest  as a
Participant under this Plan unless such decision or action is upon a matter
which affects all  other Participants similarly situated and confers no special
right, benefit or  privilege not simultaneously conferred  upon all other such
Participants.

     9.6  Records and  Reports.   The Administrative  Committee shall  take all
such action  as it deems  necessary or  appropriate to  comply with
governmental  laws and regulations relating  to the maintenance  of records,
notifications  to Participants, registrations with the  Internal Revenue
Service,  reports to the U.S.  Department of Labor and all other requirements
applicable to the Plan.

     9.7  Investment Policy.

          (a)  The  Administrative Committee  from time to  time shall
determine the Plan's  short-term and long-term financial needs, with which the
investment policy of the Trust  shall be appropriately coordinated,  and such
needs  shall be communicated from  time  to  time  to  the Trustee,  Investment
Managers  or  others  having  any responsibility for management and control of
the Trust assets.

          (b)  Subject to (c) below,  the Trustee shall have exclusive
authority and discretion to manage  and control the assets  of the Trust
pursuant  to an investment policy coordinated with  the needs of  the Plan as
determined by the  Administrative Committee.

          (c)  The  Administrative  Committee may  in its  discretion appoint
one or more Investment  Managers to  manage (including the  power to  direct
the Trustee  to acquire  and dispose  of) any  assets of the  Plan pursuant  to
an  investment policy coordinated  with  the  needs  of  the  Plan  as
determined  by  the  Administrative Committee, in which event the Trustee
shall not be liable for the  acts or omissions of  any such  Investment Manager
or be  under an obligation  to invest  or otherwise manage  any  asset  of the
Plan  which  is subject  to  the management  of  any such Investment  Manager
except  as   directed.    Any  such  Investment   Manager  shall acknowledge in
writing that he/she is a fiduciary with respect to the Plan.

          (d)  The  term   "Investment  Manager"  shall   mean:     (i) a
registered investment adviser under  the Investment Advisers Act of 1940; (ii)
a bank as defined in  the Investment  Advisers Act  of  1940; or  (iii) an
insurance  company qualified under the laws of more than one state to manage,
acquire and dispose of plan assets.

     9.8  Designation  of  Other  Fiduciaries.    The  Administrative
Committee  may designate in  writing other persons  to carry out  a specified
part or parts  of its responsibilities hereunder (including the  power to
designate other persons  to carry out  a  part of  such  designated
responsibility),  but  not including  the  power to appoint





                                       47
<PAGE>   52

Investment  Managers.   Any  such  designation shall  be  accepted by  the
designated person, who  shall acknowledge in writing that he/she is  a
fiduciary with respect to the Plan.

     9.9  Obligations of Administrative Committee.

          (a)  The  Administrative  Committee  or its  properly  authorized
delegate shall make  such determinations as  are necessary to  accomplish the
purposes  of the Plan with respect  to individual Participants or  classes of
such Participants.   The Employer shall  notify  the  Administrative  Committee
of  facts  relevant  to  such determinations, including,  without limitation,
length  of service,  compensation for services, dates of death, permanent
disability, granting or terminating of leaves  of absence, ages, retirement and
termination of service for any  reason (but indicating such  reason),  and
termination  of  participation.    The  Employer  shall  also  be responsible
for notifying  the Administrative Committee of any other  facts which may be
necessary  for the  Administrative  Committee to  discharge  its
responsibilities hereunder.

          (b)  The Administrative Committee is  hereby authorized to act solely
upon the  basis of such notifications  from the Employer and to  rely upon any
document or signature believed by the Administrative Committee  to be genuine
and shall be  fully protected in so doing.   For the purpose of  this Section,
a letter or  other written instrument  signed  in  the  name  of the  Employer
by  any  officer  thereof  shall constitute a notification  therefrom; except
that any  action by the Plan  Sponsor or its Board of Directors with respect to
the appointment or  removal of a member of the Administrative Committee or  the
amendment of the  Plan and Trust or  the designation of  a group of  employees
to which  the Plan is  applicable shall be  evidenced by an instrument in
writing, signed by  a duly authorized officer  or officers, certifying that
said  action has been  authorized and directed by  a resolution of  the Board
of Directors of the Plan Sponsor.

          (c)  The Administrative Committee  shall notify the Trustee of  its
actions and determinations affecting the responsibilities  of the Trustee and
shall give  the Trustee directions as to payments or  other distributions from
the Trust Fund to  the extent they  may be  necessary for  the Trustee  to
fulfill  the terms  of the  Trust Agreement.

          (d)  The Administrative  Committee shall be under  no obligation to
enforce payment  of contributions hereunder  or to determine  whether
contributions delivered to the Trustee  comply with the provisions  hereof
relating to contributions,  and is obligated only to administer this Plan
pursuant to the terms hereof.

     9.10 Indemnification  of  Administrative  Committee.   The  Plan  Sponsor
shall indemnify members  of the Administrative  Committee and its  authorized
delegates who are employees of  the Employers for  any liability or expenses,
including attorneys' fees,  incurred  in  the  defense  of  any  threatened  or
pending action,  suit  or proceeding by reason  of their status as  members of
the Administrative  Committee or its authorized





                                       48
<PAGE>   53

delegates, to  the full extent  permitted by the law  of the Plan  Sponsor's
state of incorporation.





                                       49
<PAGE>   54

                                   ARTICLE 10
                             Trustee and Trust Fund

     10.1 Trust Fund.   A Trust Fund to be known as the Schawk, Inc. Retirement
Trust (herein referred  to as the "Trust" or the "Trust Fund")  has been
established by the execution of  an amendment  and continuation of  a trust
agreement with one  or more Trustees and is maintained  for the purposes of
this  Plan.  The assets of  the Trust will be held, invested and disposed of by
the Trustee, in accordance with the  terms of the Trust, for the benefit of the
Participants and their beneficiaries.

     10.2 Payments to Trust Fund and  Expenses.  All contributions hereunder
will  be paid into and  credited to the  Trust Fund  and all benefits
hereunder and  expenses chargeable thereto will be paid from the Trust Fund and
charged thereto.

     10.3 Trustee's Responsibilities.   The  powers, duties  and
responsibilities  of the Trustee  shall be as set  forth in the  Trust
Agreement and nothing  contained in this Plan,  either expressly or  by
implication, shall impose  any additional powers, duties or responsibilities
upon the Trustee.

     10.4 Reversion to an  Employer.  An Employer  has no beneficial interest
in the Trust Fund  and no  part of  the Trust  Fund shall  ever revert  or be
repaid to  an Employer, directly or indirectly, except that an Employer shall
upon written request have a right to recover:

          (a)  within one  year of  the date  of payment  of a  contribution by
such Employer, any amount  (less any  losses attributable thereto)  contributed
through  a mistake of fact;

          (b)  within one year of the date on  which any deduction for a
contribution by such Employer  under Code Section 404 is disallowed, an amount
equal to the amount disallowed (less any losses attributable thereto); and

          (c)  at the  termination  of the  Plan,  any amounts  with respect
to  its employees remaining in the Excess Forfeiture Suspense Account.





                                       50
<PAGE>   55

                                   ARTICLE 11
                            Amendment or Termination

     11.1 Amendment.  The Plan Sponsor reserves  the right to amend this Plan
at any time  to take  effect  retroactively  or otherwise,  in  any  manner
which  it  deems desirable including, but not by way of limitation, the right
to increase or  diminish contributions to be made  by the Employer hereunder,
to  change or modify the  method of  allocation of  its  contributions,  to
change  any  provision  relating  to  the distribution or payment, or both, of
any assets of the Trust.

     11.2 Termination.   The Plan  Sponsor further  reserves the  right to
terminate this Plan at any  time, and each  Employer reserves the right  to
terminate the  Plan with respect to its own employees at any time.

     11.3 Form   of  Amendment,   Discontinuance   of  Employer
Contributions,  and Termination.    Any  such  amendment,  discontinuance  of
Employer  contributions or termination shall be  made only by resolution  of
the Board of Directors  of the Plan Sponsor or by any person so duly authorized
by the Board of Directors.

     11.4 Limitations  on Amendments.  The provisions of  this Article are
subject to the following restrictions:

          (a)  Except as  provided in Section 10.4, no amendment shall operate
either directly or  indirectly to give the Employer any  interest whatsoever in
any funds or property held  by the Trustee under the  terms hereof, or to
permit corpus or income of the Trust to be used for or diverted to purposes
other than the exclusive  benefit of the Participants and their beneficiaries.

          (b)  Except  to the extent necessary to conform to the laws and
regulations or to  the extent permitted by any  applicable law or regulation,
no amendment shall operate  either  directly  or  indirectly  to  deprive  any
Participant  of  his/her nonforfeitable  beneficial  interest in  his/her
Accounts  as  of the  date  of  the amendment.

          (c)  No  amendment   shall  change   any  vesting   schedule  unless
each Participant who  has completed 3  or more Years of  Service is permitted
to elect to have the nonforfeitable percentage  of his/her Matching Account and
Employer Account (if any) computed  under the Plan without  regard to such
amendment.   The period for making such  election shall commence no later  than
the date of  the adoption of such amendment and shall expire no earlier  than
60 days after the latest of the following dates:  (i) the date the Plan
amendment is adopted, (ii) the date the Plan  amendment becomes effective, or
(iii) the date the Participant is issued written  notice of the Plan amendment
by the Administrative  Committee.  Notwithstanding  the foregoing, no election
need be offered to a Participant whose nonforfeitable  percentage of his/her
Matching Account and





                                       51
<PAGE>   56

Employer  Account  (if  any)  cannot  at  any  time  be  lower than  such
percentage determined without regard to such amendment.

          (d)  Except as permitted  by applicable law,  no amendment shall
eliminate or reduce an  early retirement benefit or  a retirement-type subsidy
or  eliminate an optional form of benefit.

     11.5 Level of Benefits  Upon Merger.  This  Plan shall not merge  or
consolidate with, or transfer assets or liabilities  to, any other plan, unless
each  Participant shall be entitled  to receive a benefit immediately after
said merger, consolidation or transfer  (if such other plan were  then
terminated) which shall  be not less than the  benefit  he/she would  have
been entitled  to  receive immediately  before said merger, consolidation or
transfer (if this Plan were then terminated).

     11.6 Vesting  Upon  Termination  or  Discontinuance  of  Employer
Contributions; Liquidation of Trust.

          (a)  This  Plan  shall  be  deemed  terminated  if  and  only  if
the Plan terminates by operation  of law or  pursuant to Section  11.2.  In
the event of  any termination or partial termination  within the meaning of the
Code, or in the  event the Employer  permanently discontinues the making  of
contributions to the  Plan, the Matching Account and  Employer Account (if any)
of each affected Participant  who is employed  by the  Employer on  the date
of  the occurrence  of such  event shall  be nonforfeitable; provided,
however,  that  in  no  event  shall  any  Participant  or beneficiary have
recourse to  other  than the  Trust Fund  for the  satisfaction  of benefits
hereunder.

          (b)  In  the  event the  Employer  permanently discontinues  the
making of contributions to the  Plan, the Trustee shall  make or commence
distribution  to each Participant or his/her beneficiaries of  the value of
such Participant's  Accounts as provided herein  within the time  prescribed in
Article 7.   However, if,  after such discontinuance, the Plan  Sponsor shall
determine it to be  impracticable to continue the Trust any longer, the Plan
Sponsor may,  in its discretion, declare a date to  be the  Determination Date
for  all Participants  whose Determination  Date has  not yet occurred.   Such
date  shall also  constitute the  final distribution  date for  each
Participant or beneficiary whose Accounts are being distributed in
installments.

          (c)  The  liquidation of  the Trust,  if any,  in connection  with
any Plan termination shall  be accomplished by  the Administrative Committee
acting on behalf of the  Plan Sponsor.  After directing that sufficient funds
be set aside to provide for  the payment of all  expenses incurred in the
administration  of the Plan and the Trust, to  the extent not  paid or provided
for by the Employer,  the Administrative Committee shall,  as promptly as
shall then be  reasonable under  the circumstances, liquidate the Trust assets
and distribute to each Participant  or beneficiary his/her Accounts  in the
Trust  Fund.  Notwithstanding  the foregoing, if  the Employer or an Affiliate
maintains another defined





                                       52
<PAGE>   57

contribution plan, other  than an employee stock  ownership plan (as defined
in Code Section 4975(e) or  409) or a simplified  employee pension plan  (as
defined in  Code Section 408(k)), the  Accounts of such Participant shall be
transferred to such other plan  unless the  vested balance  of  such Accounts
does  not exceed  $3,500 or  the Participant consents to  distribution of such
Accounts.   If the vested balance  of a Participant's Accounts  at the time  of
any distribution  to the Participant  exceeds $3,500, then the  vested balance
of a  Participant's Accounts at any  subsequent time shall  be  deemed  to
exceed  $3,500.   Upon  completion  of  such  liquidation  and distribution,
the Trust shall  finally and completely  terminate.  In  the event the
Administrative Committee is  no longer in existence,  the actions to be taken
by the Administrative Committee pursuant to this Section shall be taken by the
Trustee.





                                       53
<PAGE>   58

                                   ARTICLE 12
                                 Miscellaneous

     12.1 No  Guarantee of Employment,  Etc.   Neither the  creation of the
Plan nor anything contained in  the Plan or trust  agreement shall be construed
as  a contract of employment between the Employer and  the Participant or as
giving any  Participant hereunder or other employee of the Employer any right
to  remain in the employ of the Employer,  any equity or  other interest  in
the assets,  business or affairs  of the Employer, or any  right to complain
about any  action taken or any policy  adopted or pursued by the Employer.

     12.2 Nonalienation.

          (a)  Except  as may  be  provided in  the  Plan with  respect  to
loans  to Participants,  no   Participant  shall  have  any  right  to  sell,
assign,  pledge, hypothecate, anticipate or in any way create a lien upon  any
part of the Trust Fund.  Except to  the extent required  by law or  provided in
the  Plan, no interest  in the Trust Fund, or any  part thereof, shall be
assignable  in or by operation of  law, or be subject  to liability in any way
for the debts  or defaults of Participants, their beneficiaries, spouses or
heirs-at-law, whether to the Employer or to others.

          (b)  Prior  to the time  that distributions are  to be made
hereunder, the Participants,  their spouses,  beneficiaries, heirs-at-law  or
legal  representatives shall have  no right to receive  cash or other things
of value from  the Employer or the Trustee from or as a result of the Plan and
Trust.

     12.3 Qualified Domestic Relations Order.   Notwithstanding anything in
this Plan to  the  contrary,  the Administrative  Committee  shall  distribute
a  Participant's Accounts,  or any  portion thereof,  in accordance  with  the
terms  of any  domestic relations  order  entered  on or  after  January 1,
1985,  which the  Administrative Committee determines to  be a qualified
domestic relations  order described in  Code Section 414(p).

     12.4 Controlling  Law.  To  the extent not  preempted by the laws  of the
United States of America, the  laws of the State of Illinois  shall be
controlling state law in all matters relating to the Plan.

     12.5 Severability.   If any  provision of  this Plan  shall be  held
illegal  or invalid for any  reason, said illegality or invalidity shall not
affect the remaining parts of this Plan, but this Plan shall be construed  and
enforced as if said illegal or invalid provision had never been included
herein.

     12.6 Notification of  Addresses.   Each Participant  and each  beneficiary
of  a deceased Participant shall file with  the Administrative Committee from
time to  time in writing his/her post-office address and each change of
post-office address.  Any





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<PAGE>   59

communication, statement  or notice addressed  to the last  post-office address
filed with  the  Administrative Committee,  or  if  no  such  address was
filed  with  the Administrative Committee, then to  the last post-office
address of the Participant or beneficiary as shown  on the Employer's records,
will be binding on  the Participant and his/her beneficiary for all purposes of
this Plan and neither the Administrative Committee  nor the  Employer  shall
be  obliged  to  search  for  or  ascertain  the whereabouts of any Participant
or beneficiary.

     12.7 Gender and Number.   Whenever the context requires  or permits, the
gender and number of words shall be interchangeable.





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<PAGE>   60

                                   ARTICLE 13
                             Adoption by Affiliates

     13.1 Adoption  of Plan.   Subject to  any resolution  or terms of  any
agreement approved by the Board of Directors of the Plan Sponsor or a committee
thereof to  the contrary,  any  Affiliate  may  adopt this  Plan  for  the
benefit  of its  eligible employees  if authorized  to do so  by the  Board of
Directors of  the Plan Sponsor.  Such  adoption shall  be by  resolution of
such  Affiliate's board  of directors,  a certified copy of  which shall  be
filed with  the Plan  Sponsor, the  Administrative Committee and  the Trustee.
Upon such  adoption, such  Affiliate shall  become  an "Employer."

     13.2 The Plan Sponsor  as Agent for Employer.   Each Employer which  has
adopted this Plan pursuant to Section  13.1 hereby irrevocably gives  and
grants to the  Plan Sponsor full  and exclusive power  conferred upon  it by
the  terms of  the Plan  and Trust to  take or refrain from  taking any and
all action which such  Employer might otherwise take  or refrain from taking
with  respect to the Plan,  including sole and exclusive power  to  exercise,
enforce  or  waive any  rights  whatsoever which  such Employer might otherwise
have with respect to the Trust,  and each such Employer, by adopting this
Plan,  irrevocably  appoints  the Plan  Sponsor  its  agent  for  such
purposes.  Neither  the Trustee nor the Administrative Committee nor any other
person shall  have  any  obligation to  account  to  any  such  Employer  or to
follow  the instructions of or  otherwise deal with any  such Employer, the
intention  being that all persons shall deal  solely with the Plan Sponsor  as
if it were the  sole company which  had adopted this Plan.   Each such
Employer shall contribute  such amounts as determined under Article 3.

     13.3 Adoption of Amendments.

          (a)  Any  Employer  which adopts  this Plan  pursuant  to Section
13.1 may amend  this Plan with  respect to  its own  employees by  resolution
of its  board of directors, if authorized to  do so by the Board  of Directors
of the Plan  Sponsor or any person so duly authorized by the Board of Directors
of the Plan Sponsor.

          (b)  Any Employer  shall be  deemed conclusively  to have  assented
to  any amendment of this Plan  by the Plan Sponsor without the necessity  of
any affirmative action on the part of such Employer.

     13.4 Termination.  Any Employer which adopts this Plan pursuant to
Section 13.1 may terminate this Plan with respect  to its own employees by
resolution of its board of directors, if  authorized to do so by the Board  of
Directors of the Plan Sponsor, or any person so duly authorized by the Board of
Directors of the Plan Sponsor.

     13.5 Data to Be  Furnished by Employers.   Each Employer which adopts
this Plan pursuant  to Section  13.1 shall furnish  information and maintain
such records with respect to its Participants as called for hereunder, and its
determinations and





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<PAGE>   61

notifications  with  respect  thereto  shall  have  the  same  force  and
effect  as comparable determinations by the Plan Sponsor with respect to its
Participants.

     13.6 Joint Employees.   If a Participant receives Considered Compensation
during a  Plan Year  from  more than  one  Employer, the  total  amount  of
such  Considered Compensation  shall be considered  for the purposes  of the
Plan,  and the respective Employers shall share  in contributions to  the Plan
on  account of said  Participant based on the Considered Compensation paid to
such Participant by the Employer.

     13.7 Expenses.   Each  Employer  shall  pay such  part  of actuarial  and
other necessary expenses  incurred in the  administration of the  Plan as the
Plan Sponsor shall determine.

     13.8 Withdrawal.   An Employer  may withdraw from  the Plan  by giving 60
days' written  notice of  its  intention to  the Plan  Sponsor  and the
Trustee,  unless a shorter notice shall be agreed to by the Plan Sponsor.

     13.9 Prior Plans.   If an Employer adopting the Plan already maintains a
defined contribution plan covering  employees who will be covered by  this
Plan, it may, with the consent  of the Plan Sponsor,  provide in its
resolution adopting this  Plan for the termination of its own plan  or for the
merger, restatement and continuation,  of its  own  plan by  this Plan.   In
either case,  such Employer  may, subject  to the approval of the Plan Sponsor,
provide in its  resolution of adoption of this Plan for the transfer of  the
assets of such plan to  the Trust for this Plan  for the payment of benefits
accrued under such other plan.





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<PAGE>   62

                                   EXHIBIT A

List of Participating Employers:

     Schawk, Inc. (Corporate Offices)
     Schawkgraphics
     Process Color Plate Co., Inc.
     LSI/Kala
     Flexo Graphics, Inc.
     Litho Color Plate Company, Inc.
     Weston Engraving Co.
     Amber Design, Inc.
     Color Data East, Inc.
     Lincoln Graphics, Inc.
     LSI/Atlanta
     Geneva Inn





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