<PAGE>   1
EXHIBIT 10.3










                           TAYLOR CAPITAL GROUP, INC.
                                   401(K) PLAN

                        (Effective as of October 1, 1998)

















                             McDermott, Will & Emery
                                     Chicago
<PAGE>   2
                                   CERTIFICATE



            I, ________________________, Secretary of TAYLOR CAPITAL GROUP,
INC., hereby certify that the attached document is a correct copy of the TAYLOR
CAPITAL GROUP, INC. 401(k) PLAN (Effective as of October 1, 1998).

            Dated this ________ day of ____________, 1999.


                                          ____________________________
                                          Secretary of the Corporation
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                         <C>
SECTION 1...............................................................     1
      Background of Plan................................................     1
            1.1.  Purpose of Plan; Applicable Requirements..............     1
            1.2.  History of Plan.......................................     1
            1.3.  Effective Date; Plan Year.............................     2
            1.4.  Trustee; Trust Agreement..............................     2
            1.5.  Plan Administration...................................     2
            1.6.  Employers.............................................     3
            1.7.  Predecessor Plans.....................................     3
            1.8.  Plan Supplements......................................     3
SECTION 2...............................................................     5
      Eligibility and Participation.....................................     5
            2.1.  Eligibility to Participate............................     5
            2.2.  Notice of Participation and Election to Contribute....     6
            2.3.  Period of Participation...............................     7
            2.4.  Leave of Absence......................................     7
            2.5.  Leased Employees......................................     7
            2.6   Military Service......................................     8
SECTION 3...............................................................     9
      Participant Contributions.........................................     9
            3.1.  Income Deferral Contributions.........................     9
            3.2.  Change, Discontinuance, or Resumption of Income
                  Deferral Contributions................................     9
            3.3.  Rollover Contributions................................    10
            3.4.  Earnings..............................................    10
SECTION 4...............................................................    12
      Employer Contributions............................................    12
            4.1.  Employer Contributions of Income Deferral
                  Contributions.........................................    12
            4.2.  Employer Matching Contributions.......................    12
            4.3.  Individual Employer's Share of Employer
                  Contributions; Limitations on Employers'
                  Contributions.........................................    12
            4.4.  Form of Payment of Employer Contributions.............    13
SECTION 5...............................................................    14
      Investment of Participant and Employer Contributions..............    14
            5.1.  Investment Options....................................    14
            5.2.  Participants' Investment Elections....................    14
</TABLE>


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<TABLE>
<S>                                                                         <C>
SECTION 6...............................................................    16
      Accounting........................................................    16
            6.1.  Participants' Accounts................................    16
            6.2.  Trust Accounts........................................    17
            6.3.  General Accounting Rules..............................    17
            6.4.  Adjustment of Accounts in Investment Funds............    17
            6.5.  Temporary Investment of Cash in Trust.................    18
            6.6.  Statement of Accounts.................................    18
SECTION 7...............................................................    19
      Contribution and Benefit Limitations..............................    19
            7.1.  Contribution Limitations..............................    19
            7.2.  Combined Contribution Limitations.....................    20
            7.3.  Combining of Plans....................................    21
            7.4.  Dollar Limitation on Income Deferral Contributions....    21
            7.5.  Percentage Limitation on Income Deferral
                  Contributions.........................................    21
            7.6.  Percentage Limitation on Employer Matching
                  Contributions.........................................    23
            7.7.  Highly Compensated Participant........................    24
            7.8.  Multiple Use of Alternative Limitations...............    25
            7.9.  Calculating Income Allocable to Excess Deferrals,
                  Excess Aggregate Contributions, and Excess Income
                  Deferral Contributions................................    25
            7.10. Disaggregation of Plan................................    26
SECTION 8...............................................................    27
      Period of Participation...........................................    27
            8.1.  Settlement Date.......................................    27
            8.2.  Restricted Participation..............................    27
SECTION 9...............................................................    29
      In-Service Withdrawals and Participant Loans......................    29
            9.1.  Hardship Withdrawals..................................    29
            9.2.  In-Service Withdrawal.................................    30
            9.3.  Loans to Participants.................................    30
SECTION 10..............................................................    35
      Vesting...........................................................    35
            10.1. Retirement............................................    35
            10.2. Resignation or Dismissal..............................    35
            10.3. Death of Participant..................................    37
            10.4. Forfeitures...........................................    37
</TABLE>


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<TABLE>
<S>                                                                         <C>
SECTION 11..............................................................    38
      Distributions Following Settlement Date...........................    38
            11.1. Manner of Distribution................................    38
            11.2. Determination of Account Balances.....................    38
            11.3. Timing of Distributions...............................    39
            11.4. Direct Rollovers......................................    40
            11.5. Immediate Distributions to Alternate Payees...........    41
            11.6. Designation of Beneficiary............................    42
            11.7. Missing Participants or Beneficiaries.................    43
            11.8. Facility of Payment...................................    44
SECTION 12..............................................................    45
      Reemployment......................................................    45
            12.1. Commencement or Resumption of Participation...........    45
            12.2. Credited Service for Vesting..........................    45
            12.3. Reinstatement of Forfeitures..........................    46
SECTION 13..............................................................    47
      General Provisions................................................    47
            13.1. Interests Not Transferable............................    47
            13.2. Absence of Guaranty...................................    47
            13.3. Employment Rights.....................................    47
            13.4  Litigation by Participants or other Persons...........    47
            13.5. Evidence..............................................    48
            13.6. Waiver of Notice......................................    48
            13.7. Controlling Law.......................................    48
            13.8. Statutory References..................................    48
            13.9. Severability..........................................    48
            13.10 Additional Employers..................................    48
            13.11 Action By Employers...................................    49
            13.12 Gender and Number.....................................    49
            13.13 Examination of Documents..............................    49
            13.14 Fiduciary Responsibilities............................    49
            13.15 Indemnification.......................................    49
SECTION 14..............................................................    51
      Restrictions as to Reversion of Trust Assets to the Employers.....    51
SECTION 15..............................................................    53
      Amendment and Termination.........................................    53
            15.1. Amendment.............................................    53
            15.2. Termination...........................................    53
            15.3. Nonforfeitability and Distribution on Termination.....    54
</TABLE>


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<TABLE>
<S>                                                                         <C>
            15.4  Notice of Termination.................................    55
            15.5. Plan Merger, Consolidation, Etc.......................    55
SECTION 16..............................................................    56
      The Committee.....................................................    56
            16.1. The Committee.........................................    56
            16.2. The Committee's General Powers, Rights, and Duties....    56
            16.3. Manner of Action of the Committee.....................    57
            16.4. Interested Committee Member...........................    58
            16.5. Resignation or Removal of Committee Members...........    58
            16.6. Committee Expenses....................................    59
            16.7. Uniform Rules.........................................    59
            16.8. Information Required by the Committee.................    59
            16.9. Review of Benefit Determinations......................    59
            16.10 Committee's Decision Final............................    59
            16.11 Denial Procedure and Appeal Process...................    59
SECTION 17..............................................................    61
      Special Rules Applicable When Plan is Top-Heavy...................    61
            17.1  Purpose and Effect....................................    61
            17.2  Top-Heavy Plan........................................    61
            17.3  Key Employee..........................................    62
            17.4  Aggregated Plans......................................    62
            17.5  Minimum Employer Contribution.........................    63
            17.6  Coordination of Benefits..............................    63
            17.7  Adjustment of Combined Benefit Limitations............    63
</TABLE>


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                           TAYLOR CAPITAL GROUP, INC.
                                   401(K) PLAN

                        (EFFECTIVE AS OF OCTOBER 1, 1998)

                                    SECTION 1

                               BACKGROUND OF PLAN



1.1.  PURPOSE OF PLAN; APPLICABLE REQUIREMENTS

Effective as of October 1, 1998 (the "effective date"), Taylor Capital
Group, Inc. (the "Company") establishes the Taylor Capital Group, Inc.
401(k) Plan (the "Plan") for the following purposes:

      (i)   to receive a transfer of certain accounts under the Taylor Capital
            Group, Inc. 401(k)/Profit Sharing Plan Employee Stock Ownership Plan
            (the "Prior Plan") of those employees and former employees of
            employers who become participants in the Plan; and

      (ii)  to permit eligible employees to accumulate funds for their future
            security by electing to make income deferral contributions and
            sharing in employer contributions to the Plan.

The Plan is a profit sharing plan intended to meet the applicable requirements
of Section 401(a) of the Internal Revenue Code of 1986 (the "Code") and contains
a cash or deferred arrangement intended to qualify under Section 401(k) of the
Code.


1.2.  HISTORY OF PLAN

The Prior Plan was designed to meet the applicable requirements of Section
401(a) of the Code and maintained the following components: (i) a cash or
deferred arrangement intended to qualify under Section 401(k) of the Code (the
"401(k) component"), (ii) an employee stock ownership plan that is designed to
invest primarily in stock of the Company (the "ESOP component") and to meet the
applicable requirements of Sections 401(a), 409 and 4975(e)(7) of the Code, and
(iii) a profit sharing plan intended to meet the applicable requirements of
Section 401(a) of the Code (the "profit sharing component"). This Plan is a
spinoff from the Prior Plan, and is intended as an amendment, restatement and
continuation of the 401(k) component of the Prior Plan. As of the effective
date, the Prior Plan was amended and restated to continue the ESOP component and
the profit sharing component of the Prior Plan.


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<PAGE>   8
Prior to October 1, 1996, eligible Employees of the Company and its subsidiaries
were eligible to participate in the Cole Taylor Financial Group, Inc.
401(k)/Profit Sharing Plan (As Amended and Restated effective as of January 1,
1993) (the "CTFG Profit Sharing Plan") and the Cole Taylor Financial Group, Inc.
Employee Stock Ownership Plan (As Amended and Restated effective as of January
1, 1994) (the "CTFG ESOP"). The CTFG Profit Sharing Plan was originally
established by CTFG effective January 1, 1984 as a merger of various plans, and
was amended and restated from time-to-time thereafter, most recently effective
as of January 1, 1993. The CTFG ESOP was originally established by CTFG
effective as of January 1, 1984 and was amended from time to time thereafter,
and was amended and restated most recently effective as of January 1, 1994.

In connection with the spin-off of the Company (and its subsidiaries) from the
controlled group of corporations that includes Reliance Acceptance Group, Inc.
f/k/a Cole Taylor Financial Group, Inc. ("CTFG"), the account balances of the
CTFG Profit Sharing Plan and the CTFG ESOP attributable to the employees and
former employees of the Company and its subsidiaries were spun-off and then
merged to form the Prior Plan.


1.3.  EFFECTIVE DATE; PLAN YEAR

The "effective date" of the Plan as set forth herein is October 1, 1998. The
Plan will be administered on the basis of a "plan year." The "plan year" means
the three month period from October 1, 1998 through December 31, 1998, and
thereafter the twelve-month period beginning each January 1 and ending the
following December 31.


1.4.  TRUSTEE; TRUST AGREEMENT

Amounts contributed under the Plan are held and invested, until distributed, by
a Trustee appointed by the Company (the "Trustee"). The Trustee acts in
accordance with the terms of a trust agreement between the Company and the
Trustee, which trust agreement is known as the "Taylor Capital Group, Inc.
401(k) Trust" (the "Trust"). The Trust implements and forms a part of the Plan.
The provisions of and benefits under the Plan are subject to the terms and
provisions of the Trust.


1.5.  PLAN ADMINISTRATION

The Plan is administered by a Committee (the "Committee") as described in
Section 16. Any notice or document required to be given to or filed with the
Committee will be properly given or filed if delivered or mailed, by registered
or certified mail, postage prepaid, to the Committee, in care of the Company at
350 East Dundee Road, Suite 201, Wheeling IL 60090. Each participant in the Plan
shall be a "named fiduciary"


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<PAGE>   9
within the meaning of Section 402 of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") with respect to the investment direction of their
account balances. The Committee and the Company are "named fiduciaries," but
solely to the extent that they have any fiduciary responsibilities under the
Plan and related Trust.


1.6.  EMPLOYERS

Any Controlled Group Member described in paragraph (a) or (b) of this subsection
with respect to the Company may adopt the Plan with the Company's consent, as
described in subsection 13.10. The Company and any such Controlled Group Members
that adopt the Plan are referred to below collectively as the "Employers" and
sometimes individually as an "Employer." A "Controlled Group Member" means:

      (a)   any corporation that is a member of a controlled group of
            corporations (within the meaning of Section 1563(a) of the Code,
            determined without regard to Sections 1563(a)(4) and 1563(e)(3)(C)
            thereof) that contains the Company;

      (b)   any trade or business (whether or not incorporated) that is under
            common control with the Company (within the meaning of Section
            414(c) of the Code); or

      (c)   any entity that is affiliated with the Company under Section 414(m)
            of the Code.

As of the effective date, the following Employers have adopted the Plan: Cole
Taylor Bank and CT Mortgage Company .


1.7.  PREDECESSOR PLANS

Any other qualified profit sharing, stock bonus, or money purchase pension plan
qualified under Section 401(a) of the Code and maintained by an Employer may,
with the consent of the Company, be merged into, and continued in the form of,
the Plan. Any such plan merged into, and continued in the form of, this Plan
shall be referred to as a "predecessor plan." Special provisions relating to
participants in the Plan who were participants in a predecessor plan shall be
set forth in one or more supplements to the Plan.


1.8.  PLAN SUPPLEMENTS

The provisions of the Plan may be modified by supplements to the Plan. The terms
and provisions of each supplement are a part of the Plan and supersede the
provisions of the


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Plan to the extent necessary to eliminate inconsistencies between the Plan and
such supplement.


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                                    SECTION 2

                          ELIGIBILITY AND PARTICIPATION


2.1.  ELIGIBILITY TO PARTICIPATE

      (a)   Subject to the conditions and limitations of the Plan, each employee
            who was employed by an Employer and who was a participant in the
            Prior Plan immediately before the effective date shall automatically
            be a participant in the Plan on the effective date.

      (b)   Subject to the conditions and limitations of the Plan, each other
            employee of an Employer will become a participant in the Plan as of
            the January 1st, April 1st, July 1st, or October 1st coincident with
            or next following the date he satisfies the following requirements:

            (i)   he has attained age 21;

            (ii)  (A) he has completed six months of continuous service in which
                  he is credited with at least 500 hours of service or,

                  (B) if he fails to satisfy paragraph (A) above, he has
                  completed 1,000 hours of service (as defined below) during the
                  12-month period commencing on his date of hire, or if he has
                  not completed 1,000 hours of service during such 12-month
                  period, he has completed 1,000 hours of service during a Plan
                  Year ending before such January 1, April 1, July 1, or October
                  1; and

            (iii) he is employed as a member of a group of employees to which
                  the Plan has been extended, either by unilateral action of an
                  Employer in the case of an employee who is not represented by
                  a collective bargaining representative or, if he is a member
                  of a group of employees represented by a collective bargaining
                  representative, through a currently effective collective
                  bargaining agreement between his Employer and the collective
                  bargaining


                                      -5-
<PAGE>   12
                  representative of the group of employees of which he is a
                  member.

            (iv)  Notwithstanding any other provision of the
                  Plan to the contrary, an employee who is not
                  yet a participant but who is eligible to
                  become a participant may make a rollover
                  contribution to the Plan (in accordance with
                  subsection 3.3) prior to the employee's
                  entry date, at the discretion of the
                  Committee.  Any eligible employee who makes
                  a rollover contribution to the Plan will be
                  treated as a participant, except that such
                  employee shall not be eligible, until he
                  becomes a participant, to make income
                  deferral contributions pursuant to
                  subsection 3.1 or to share in any employer
                  contributions made pursuant to subsections
                  4.2, 4.3, and 4.4.

For the purposes of the Plan, an "hour of service" means each hour for which an
employee is directly or indirectly paid or entitled to payment by an Employer or
a Controlled Group Member for the performance of duties and for reasons other
than the performance of duties, including each hour for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to by
an Employer or a Controlled Group Member, as determined and credited in
accordance with Department of Labor Reg. Sec. 2530.200b-2. Notwithstanding any
other provision of the Plan to the contrary, an hour of service includes service
prior to the effective date with CTFG or an affiliate of CTFG.

For all purposes of the Plan, an individual shall be an "employee" of or be
"employed" by an Employer for any Plan Year only if such individual is treated
by the Employer for such Plan Year as its employee for purposes of employment
taxes and wage withholding for Federal income tax purposes, regardless of any
subsequent reclassification by an Employer, any government agency or a court.


2.2.  NOTICE OF PARTICIPATION AND ELECTION TO CONTRIBUTE

The Committee will notify each employee of the date the employee becomes a
participant. Such notification will be in writing and will include a form or
forms on which the participant may elect to make participant contributions in
accordance with Section 3.


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2.3.  PERIOD OF PARTICIPATION

Subject to the provisions of subsections 8.2 and 12.1, relating to restricted
participation and resumption of participation, respectively, an employee who
becomes a participant will continue as a participant until the later to occur of
the date of his termination of employment with the Employers or the date on
which all assets in his accounts under the Plan to which he is entitled
hereunder have been distributed.


2.4.  LEAVE OF ABSENCE

A leave of absence will not interrupt continuity of service or participation in
the Plan. A "leave of absence" for purposes of the Plan means an absence from
work that is not treated by an Employer as a termination of employment or that
is required by law to be treated as a leave of absence. Leaves of absence will
be granted under rules established by an Employer and applied uniformly to all
similarly situated employees.


2.5.  LEASED EMPLOYEES

Only common-law employees of the Employers are eligible to participate in the
Plan. If a leased employee (as defined below) subsequently becomes a common-law
employee of an Employer, the period during which the leased employee performed
services for the Employer shall be taken into account for purposes of
subsections 2.1 and 10.2 of the Plan; unless (i) such leased employee was a
participant in a money purchase pension plan maintained by the leasing
organization that provides a non-integrated employer contribution rate of at
least 15 percent of earnings, immediate participation for all employees and full
and immediate vesting, and (ii) leased employees do not constitute more than
twenty percent of the Employer's nonhighly compensated workforce. A "leased
employee" means any person who is not a common-law employee of an Employer, but
who has provided services to an Employer under the Employer's primary direction
and control, on a substantially full-time basis for a period of at least one
year, pursuant to an agreement between an Employer and a leasing organization.
The period during which a leased employee performs services for the Employer
shall be taken into account for purposes of subsections 2.1 and 10.2 if such
leased employee becomes an employee of the Employer; unless (i) such leased
employee is a participant in a money purchase pension plan maintained by the
leasing organization which provides a non-integrated employer contribution rate
of at least 10 percent of compensation, immediate participation for all
employees, and full and immediate vesting, and (ii) leased employees do not
constitute more than 20 percent of the Employer's nonhighly compensated
workforce.


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2.6   MILITARY SERVICE

Notwithstanding any provision of this Plan to the contrary, contributions,
benefits, and service credit with respect to qualified military service will be
provided in accordance with Code Section 414(u). A participant returning from
employment after serving in the uniformed services is treated as not having
incurred a break in service during the period of qualified military service, as
defined herein. Each period of qualified military service is considered under
the plan to be service with the Employer for the purposes of:

      (a)   determining the nonforfeitability of the participant's account
            balances, in accordance with the provisions of subsection 10.2 of
            the plan; and

      (b)   determining the participant's benefit allocations under subsection
            4.2 of the plan.


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                                    SECTION 3

                            PARTICIPANT CONTRIBUTIONS


3.1.  INCOME DEFERRAL CONTRIBUTIONS

References in the Plan to participants' "income deferral contributions" mean
deferrals made by participants' from their earnings (as defined in subsection
3.4) before the imposition of Federal income taxes, irrespective of whether the
income deferral contributions made from such earnings are either before or after
the imposition of state, local or other taxes. An employee is not required to
make income deferral contributions in order to participate in the Plan. Subject
to the conditions and limitations of the Plan, a participant may elect to make
income deferral contributions for any plan year of a percentage (in increments
of one percent) of the participant's earnings for such plan year at a rate of
not less than one percent and not greater than fifteen percent of such earnings.
The amount to be deferred will be withheld from the participant's earnings and
contributed to the Plan on the participant's behalf by the participant's
Employer. A participant's election under this subsection may be made effective
as of the participant's entry date or as of any January 1, April 1, July 1, or
October 1 following the participant's entry date. A participant's election to
make income deferral contributions must be made in writing on a form furnished
by the Committee and filed with the Committee at such time and in such manner as
the Committee shall determine. Subject to the limitations of Section 7, a
participant's deferral authorization made pursuant to this subsection shall
remain in effect until any change or suspension properly elected by the
participant under subsection 3.2 becomes effective.


3.2.  CHANGE, DISCONTINUANCE, OR RESUMPTION OF INCOME DEFERRAL
      CONTRIBUTIONS

A participant may elect, within the limits described in subsection 3.1, to
change the rate of the participant's income deferral contributions as of any
January 1, April 1, July 1, or October 1. A participant may elect to discontinue
making income deferral contributions as of the first day of any month. If a
participant elects to discontinue making income deferral contributions, the
participant may elect to make or to resume making income deferral contributions
as of any following January 1, April 1, July 1, or October 1. Each election
under this subsection shall be made by completing the form designated by the
Committee and filing such form with the Committee at such time and in such
manner as the Committee shall determine.


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3.3.  ROLLOVER CONTRIBUTIONS

On behalf of a participant, the Committee may direct the Trustee to receive a
"rollover contribution" of all or any portion of an eligible rollover
distribution (as described in paragraph 11.4(a)) or a rollover amount described
in Section 408(d)(3) of the Code (an "IRA rollover"), subject to the following:

      (a)   The Trustee may accept an eligible rollover distribution in the form
            of a direct rollover (as described in Section 401(a)(31) of the
            Code) or an indirect rollover (as described in Section 402(c) of the
            Code). The Committee shall establish such rules and procedures as it
            deems necessary regarding the acceptance of rollover contributions,
            including the methods by which direct rollovers, indirect rollovers,
            and IRA rollovers may be made to the Plan.

      (b)   Any rollover contributions received by the Trustee on behalf of a
            participant (or an eligible employee) shall be credited to the
            rollover account of the participant (or the eligible employee) in
            accordance with subsection 6.1. A participant (or an eligible
            employee) shall at all times have a nonforfeitable right to the net
            credit balance in the participant's rollover account.

      (c)   If after a rollover contribution has been received by the Trustee on
            behalf of a participant (or an eligible employee) the Committee
            learns that all or part of such rollover contribution did not meet
            the requirements of the Code and the regulations and rulings
            thereunder, the Committee may direct the Trustee to make a
            distribution to the participant (or eligible employee) of the
            non-qualified portion of such rollover contribution (and earnings
            thereon) that were credited to the rollover account of the
            participant (or eligible employee).


3.4.  EARNINGS

Except as otherwise provided below, a participant's "earnings" for a plan year
means all compensation paid to the participant for services rendered to an
Employer as an employee as reported on the participant's Federal wage and tax
statement (Form W-2), but including for such plan year all of a participant's
income deferral contributions under this Plan and all salary reductions made
pursuant to an arrangement maintained by an Employer under Section 125 of the
Code during the plan year. A participant's earnings shall not include any of the
following (to the extent applicable):

      (a)   Income from bonuses paid under stock purchase agreements;


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<PAGE>   17
      (b)   Employer contributions under this or any retirement plan;

      (c)   Amounts realized from the exercise of non-qualified stock options;
            and

      (d)   Amounts realized from the sale, exchange or disposition of stock
            acquired under a qualified stock option.

For purposes of subsection 6.3, a participant's earnings for the 1998 plan year
shall include earnings for the entire 1998 calendar year. In no event shall the
amount of a participant's earnings taken into account for purposes of the Plan
for any plan year exceed the dollar limitation in effect under Code Section
401(a)(17) (as that limitation is adjusted from time to time by the Secretary of
the Treasury pursuant to Code Section 401(a)(17)).


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                                    SECTION 4

                             EMPLOYER CONTRIBUTIONS


4.1.  EMPLOYER CONTRIBUTIONS OF INCOME DEFERRAL CONTRIBUTIONS

Subject to the conditions and limitations of the Plan, each Employer will make a
contribution under the Plan on behalf of each participant employed by the
Employer of the amount of the participant's income deferral contributions.
Income deferral contributions shall be paid to the Trustee in cash as soon as
practicable (but not later than the 15th business day of the month following the
month in which such contribution are withheld) after the end of the payroll
period for which the reduction in earnings is made.


4.2.  EMPLOYER MATCHING CONTRIBUTIONS

Subject to the conditions and limitations of the Plan, each Employer will make a
contribution to the Plan ("employer matching contributions") as of the last day
of each plan year quarter on behalf of each participant who makes income
deferral contributions during such plan year quarter and who is employed on the
last day of such plan year quarter or terminated employment during such plan
year quarter under subsections 8.1(a),(b), or (c). The "base matching
contribution" shall be 100 percent (100%) of the participant's income deferral
contribution, not to exceed one percent (1%) of his compensation; and the
"excess matching contribution" shall be fifty percent (50%) of the participant's
income deferral contribution in excess of one percent (1%) of his compensation,
not to exceed six percent (6%) of his compensation. The Board of Directors of
the Company may, in its discretion, prospectively increase, decrease or
discontinue the employer matching contribution. Employer matching contributions
for a plan year shall be paid to the Trustee as soon as practicable after the
end of the period to which they relate.


4.3.  INDIVIDUAL EMPLOYER'S SHARE OF EMPLOYER CONTRIBUTIONS; LIMITATIONS
      ON EMPLOYERS' CONTRIBUTIONS

The Company shall determine each Employer's share of employer contributions to
be made pursuant to subsection 4.2. The certificate of an independent certified
public accountant selected by the Company as to the correctness of any amounts
or calculations relating to the employers' contributions under the Plan shall be
conclusive on all persons. In no event will an Employer's share of the
employers' contributions described in this Section 4 for any plan year cause the
Employer's share of the employers' contributions for that plan year to exceed an
amount equal to the maximum amount deductible


                                      -12-
<PAGE>   19
on account thereof by that Employer for that year for purposes of Federal taxes
on income.


4.4.  FORM OF PAYMENT OF EMPLOYER CONTRIBUTIONS

Subject to the conditions and limitations of the Plan, any employer matching
contribution or employer discretionary contribution shall be made in the form of
cash prior to the end of the plan year or within a reasonable period of time
after the end of the plan year. Any such matching contribution that is made in
the form of cash, and designated as a cash contribution, shall be allocated to
the participants' employer matching contribution account.


                                      -13-
<PAGE>   20
                                    SECTION 5

            INVESTMENT OF PARTICIPANT AND EMPLOYER CONTRIBUTIONS


5.1.  INVESTMENT OPTIONS

The Committee may designate, in its sole discretion, one or more funds under the
Trust for the investment of participants' account balances. The Committee, in
its discretion, may from time to time designate or establish new investment
funds or eliminate existing investment funds. The funds designated by the
Committee for this purpose shall be referred to herein as the "investment
funds."


5.2.  PARTICIPANTS' INVESTMENT ELECTIONS

Participants' investment elections with respect to the investment funds shall be
made as follows:

      (a)   Participant contributions. Participants may elect to invest their
            existing account balances and future income deferral contributions,
            rollover contributions, and loan repayments in one or more of the
            investment funds. Subject to the provisions of this subparagraph
            (a), the participant's investment elections in effect under the
            Prior Plan will remain in effect under the Plan on and after the
            effective date until changed by the participant in accordance with
            the provisions of the Plan. If no investment election is in effect
            with respect to a participant, the participant's contributions made
            pursuant to Section 3 and loan repayments will be invested in the
            investment fund that is designated by the Committee for that
            purpose.

      (b)   Committee procedures; election method. Each investment election made
            by a participant pursuant to this subsection shall be made in
            accordance with rules established by the Committee and shall be
            effective as determined by the Committee. Each election made
            pursuant to this subsection shall be in such percentage increments
            as shall be determined by the Committee. As determined by the
            Committee, participants may make investment or transfer elections
            under this subsection by the following methods: (i) by filing
            written elections on forms furnished by the Committee, (ii) by
            telephone through the telephone system established for such purpose,


                                      -14-
<PAGE>   21
            or (iii) by such other method as may be designated by the Committee.


                                      -15-
<PAGE>   22
                                    SECTION 6

                                   ACCOUNTING


6.1.  PARTICIPANTS' ACCOUNTS

The Committee shall maintain or cause to be maintained under the Plan the
following accounts in the name of each participant (to the extent applicable):

      (a)   Income deferral contribution account. An "income deferral
            contribution account" to reflect the participant's income deferral
            contributions made under the Plan, the participant's pre-tax
            contributions (if any) made under the Prior Plan, the CTFG Profit
            Sharing Plan or a predecessor plan (and earnings thereon) that have
            been transferred to this Plan, Benefit Credit Contributions made
            under the CTFG Profit Sharing Plan were transferred to the Prior
            Plan, and the income, losses, appreciation, and depreciation
            attributable thereto. A participant shall be fully vested in his
            income deferral contribution account at all times.

      (b)   Employer matching contribution account. An "employer matching
            contribution account" to reflect employer matching contributions
            made to the Plan on behalf of the participant and the income,
            losses, appreciation, and depreciation attributable thereto. The
            employer matching contribution account shall be separated into: (i)
            the "vested employer matching contribution subaccount," which shall
            reflect the participant's base matching contributions, if any, and
            the base matching contributions and the excess matching
            contributions transferred from the CTFG Profit Sharing Plan to the
            Prior Plan, which became fully vested, and (ii) the "excess matching
            contribution subaccount," which shall reflect the participant's
            excess matching contributions, if any, made under this Plan.

      (c)   Loan repayment account. A "loan repayment account" to reflect the
            amounts repaid by the participant under a loan to the participant
            from this Plan or a predecessor plan and the income, losses,
            appreciation, and depreciation attributable thereto.

      (d)   Rollover account. A "rollover account" to reflect any rollover
            contributions credited to the participant's account and the income,
            losses, appreciation, and depreciation attributable thereto (other


                                      -16-
<PAGE>   23
            than amounts invested in Company stock in accordance with Section
            6).

      (e)   Vested transfer account. A "vested transfer account" to reflect the
            participant's vested transfer contributions, if any, and any income,
            losses, appreciation and depreciation attributable thereto. The term
            "vested transfer" means an amount directly transferred from the
            Trustee of another tax-qualified retirement plan to this Plan to be
            held for the benefit of a participant, except that the Committee
            will in no event accept such a transfer from a tax-qualified
            retirement plan to which Section 401(a)(11)(B) of the Code is
            applicable.

Each account described in paragraphs (a) through (e) above shall be divided into
separate subaccounts reflecting the portions of such accounts that are invested
in the investment funds described in subsection 5.1. In addition to the accounts
described above, the Committee may maintain such other accounts and subaccounts
in the names of participants or otherwise as the Committee may consider
necessary or advisable. Except as expressly modified, all accounts and
subaccounts maintained for a participant are referred to collectively as the
participant's "accounts." The Committee may establish such nondiscriminatory
rules and procedures relating to the maintenance, adjustment and liquidation of
participants' accounts as the Committee may consider necessary or advisable.


6.2.  TRUST ACCOUNTS

The Committee shall maintain or cause to be maintained in the Trust an
"investment fund account" in the name of each investment fund to reflect the
property held in such fund. The Committee may maintain or cause to be maintained
such other trust accounts and subaccounts as it considers advisable.


6.3.  GENERAL ACCOUNTING RULES

Contributions shall be credited to accounts, distributions and other payments
shall be charged to accounts, and accounts shall be adjusted to reflect
investment experience as provided in subsection 6.4.


6.4.  ADJUSTMENT OF ACCOUNTS IN INVESTMENT FUNDS

Participants' accounts invested in the various investment funds shall be
maintained on the basis of dollar values or units that may be converted to
dollar values. Pursuant to rules established by the Committee and applied on a
uniform and nondiscriminatory basis, participants' subaccounts in an investment
fund will be adjusted on each business


                                      -17-
<PAGE>   24
day to reflect the adjusted net worth (as described below) of that fund as of
such business day, including adjustments to reflect any distributions,
contributions, income, losses, appreciation, or depreciation with respect to
such subaccounts since the previous business day on which such subaccounts were
adjusted, provided any income, losses, appreciation or depreciation shall be
allocated after adjusting for distributions and before adjusting for
contributions since the last business day. The "adjusted net worth" of an
investment fund (other than a mutual fund) as at any business day means the then
net worth of that fund (that is, the fair market value of the fund, less its
liabilities other than liabilities to persons entitled to benefits under the
Plan) as reported to the Trustee.

Each participant's income deferral contributions (if any) shall be credited to
the participant's income deferral contribution account as soon as practicable
after the contributions are received by the Trustee, in accordance with rules
established by the Committee. A participant's rollover contribution (if any)
shall be credited to the participant's rollover account as soon as practicable
following the date such rollover contribution is accepted by the Trustee, in
accordance with rules established by the Committee. The amount of a
participant's repayment on a participant loan will be credited to the
participant's loan repayment account as soon as practicable after the date of
the repayment, in accordance with rules established by the Committee.
Contributions so credited shall be further credited to separate subaccounts
reflecting the participant's current election as to investment of his
participant contributions in one or more of the investment funds described in
subsection 5.1.


6.5.  TEMPORARY INVESTMENT OF CASH IN TRUST

At the direction of the Committee, cash awaiting investment pursuant to
participants' instruction will be invested by the Trustee, to the extent
practicable, in short term securities or cash equivalents having ready
marketability or as otherwise provided in the trust agreement. Temporary
investment income resulting from such investments shall be credited to the
account to which it pertains. The term "temporary investment income" means
income resulting from the temporary investment of, income deferral
contributions, employer contributions and any other amounts.


6.6.  STATEMENT OF ACCOUNTS

The Committee will provide each participant with a statement reflecting the
balances in the participant's accounts under the Plan at such times as are
established by the Committee. No participant, except a person authorized by the
Company or the Committee, shall have the right to inspect the records reflecting
the accounts of any other participant.


                                      -18-
<PAGE>   25
                                    SECTION 7

                      CONTRIBUTION AND BENEFIT LIMITATIONS


7.1.  CONTRIBUTION LIMITATIONS

For each limitation year, the "annual addition" (as defined below) to a
participant's accounts shall not exceed the lesser of $30,000 or twenty-five
percent of the participant's compensation (as defined in Treasury Regulations
Section 1.415-2(d)) during that limitation year. For purposes of this
subsection, the term "compensation" shall include any elective deferrals (as
defined in Code Section 402(g)(3)) made by the participant and any amount which
is contributed or deferred by the Employer at the election of the participant
and which is not includible in the gross income of the participant by reason of
Code Section 125. Reference herein to a "limitation year" means the plan year
(or, with respect to the 1998 plan year, the period commencing on January 1,
1998 and ending on December 31, 1998). The term "annual addition" for any
limitation year means the sum of the participant contributions (other than
rollover contributions) under Section 3, employer contributions under subsection
4.2, corrective deferral contributions described in subsection 7.5, and
corrective matching contributions described in subsection 7.6 that are credited
to a participant's accounts for that limitation year. If it is anticipated that
a participant's annual additions to this Plan and any other defined contribution
plan maintained by the Employers may exceed the limitations of this subsection,
the Committee shall reduce a participant's annual addition to the extent
necessary in accordance with the following:

      (a)   First, reduce the participant's income deferral contributions in
            excess of the percentage matched by the Employer pursuant to
            subsection 4.2 to the extent necessary to meet the above
            limitations. The Committee may suspend a participant's income
            deferral contributions for the limitation year or direct the Trustee
            to distribute to the participant the amount of income deferral
            contributions that cannot be allocated to the participant's income
            deferral contribution account for the limitation year. If any income
            deferral contributions are distributed to the participant, such
            distribution shall include any earnings attributable to such income
            deferral contributions.

      (b)   Next, reduce, in proportion, the income deferral contributions made
            by the participant that are matched by the Employer pursuant to
            subsection 4.2 and the employer matching contributions attributable
            to such income deferral contributions. The Committee may suspend a
            participant's income deferral contributions for the


                                      -19-
<PAGE>   26
            limitation year or direct the Trustee to distribute to the
            participant the amount of income deferral contributions that cannot
            be allocated to the participant's income deferral contribution
            account for the limitation year. If any income deferral
            contributions are distributed to the participant, such distribution
            shall include any earnings attributable to such income deferral
            contributions. The amount of employer matching contributions that
            cannot be allocated to the participant's accounts shall be applied
            to reduce employer matching or discretionary contributions in
            succeeding limitation years in order of time.

      (c)   Next, in accordance with procedures established by the Committee,
            reduce such participant's share for that limitation year of the
            employer matching contributions, corrective deferral contributions,
            or corrective matching contributions to the extent necessary to meet
            the above limitations. The amount of any employer contributions that
            cannot be allocated to a participant's accounts shall be applied to
            reduce employer matching or discretionary contributions in
            succeeding limitation years in order of time.

      (d)   Finally, in accordance with procedures established by the Committee
            of the ESOP, reduce such participant's share for that limitation
            year of the employer discretionary contributions and employer loan
            contributions to the extent necessary to meet the above limitations.


7.2.  COMBINED CONTRIBUTION LIMITATIONS

If a participant in this Plan also is a participant in a defined benefit plan
maintained by an Employer or a Controlled Group Member, the aggregate benefits
payable to, or on account of, the participant under both plans will be
determined in a manner consistent with Section 415 of the Code and Section 1106
of the Tax Reform Act of 1986. Accordingly, there will be determined with
respect to the participant a defined contribution plan fraction and a defined
benefit plan fraction in accordance with such Sections 415 and 1106. The
benefits provided for the participant under this Plan and the defined benefit
plan will be adjusted to the extent necessary so that the sum of such fractions
determined with respect to the participant does not exceed 1.0. Effective
January 1, 2000, this subsection 7.2 will have no effect.


                                      -20-
<PAGE>   27
7.3.  COMBINING OF PLANS

In applying the limitations set forth in subsections 7.1 and 7.2, reference to
this Plan shall mean this Plan and all other defined contribution plans (whether
or not terminated) ever maintained by the Employers and the Controlled Group
Members, and reference to a defined benefit plan maintained by an Employer shall
include all defined benefit plans (whether or not terminated) ever maintained by
the Employers and the Controlled Group Members. It is intended that in complying
with the requirements of subsections 7.1 and 7.2, a participant's benefits under
this Plan shall be limited after the participant's benefits under any other
defined contribution plan maintained by the Employers are limited and after the
participant's benefits under any defined benefit plan maintained by the
Employers are limited, unless such other plan provides otherwise.


7.4.  DOLLAR LIMITATION ON INCOME DEFERRAL CONTRIBUTIONS

In no event shall the participant's income deferral contributions for any
calendar year exceed $10,000 (or such greater amount as the Secretary of the
Treasury shall specify from time to time pursuant to Code Section 402(g)(5)). As
of each December 31, the Committee shall determine the total income deferral
contributions made by each participant during the calendar year ending on that
December 31. In the event that such total for a participant exceeds the amount
specified pursuant to Code Section 402(g)(5), such excess income deferral
contributions ("excess deferrals") (and any income thereon determined in
accordance with subsection 7.9) shall be paid to the participant by the
following April 15.


7.5.  PERCENTAGE LIMITATION ON INCOME DEFERRAL CONTRIBUTIONS

In no event shall the average deferral percentage (as defined below) of the
highly compensated participants (as defined in subsection 7.7) for any plan year
exceed the greater of:

      a)    the average deferral percentage of all other eligible employees for
            the preceding plan year multiplied by 1.25; or

      (b)   the average deferral percentage of all other eligible employees for
            the preceding plan year multiplied by 2.0; provided that the average
            deferral percentage of the highly compensated participants does not
            exceed that of all other eligible employees by more than two
            percentage points.

The "average deferral percentage" of a group of eligible employees for a plan
year means the average of the ratios (determined separately for each eligible
employee in


                                      -21-
<PAGE>   28
such group) of A to B where A equals the sum of the income deferral
contributions actually paid to the Trust on behalf of such eligible employee for
such plan year, and B equals the eligible employee's testing compensation (as
described below) received by the employee for the portion of such plan year
during which the employee participated in the Plan or was eligible to
participate in the Plan. For purposes of this subsection, the Committee shall
determine the testing compensation of each and every eligible employee for a
plan year under any definition of compensation that satisfies the requirements
of Section 414(s) of the Code and the regulations thereunder. The Committee
shall determine whether the foregoing limitation will be satisfied and, to the
extent necessary to ensure compliance with such limitation, shall reduce the
income deferral contributions of highly compensated participants. If for a plan
year the income deferral contributions made on behalf of highly compensated
participants exceed the foregoing limitation ("excess income deferral
contributions"), such excess income deferral contributions shall be corrected by
using one or both of the following measures:

      (c)   The Company may, in its sole discretion, direct the Employers to
            make contributions on behalf of participants who are not highly
            compensated participants in such an amount as will satisfy the
            foregoing limitation ("corrective deferral contributions"). The
            corrective deferral contributions, if any, made by the Employers
            pursuant to this paragraph shall be allocated to all participants
            (i) who are not highly compensated participants for such plan year,
            (ii) made income deferral contributions during such plan year, and
            (iii) either completed at least 1,000 hours of service in such plan
            year and are employed by the Employers on the last day of such plan
            year or terminated employment with the -- Employers during such plan
            year under paragraph 8.1(a), (b), or (c). The Employers' corrective
            deferral contributions for a plan year shall be allocated to
            eligible participants in proportion to such participants' income
            deferral contributions for the plan year. Any corrective deferral
            contributions shall be credited to eligible participants' income
            deferral contribution accounts and invested in accordance with each
            such participant's election in effect for the participant's income
            deferral contributions.

      (d)   Excess income deferral contributions (and any income thereon
            determined in accordance with subsection 7.9) will be refunded to
            the highly compensated participants (in the order of their average
            deferral amount, beginning with the highest amount) to the extent
            necessary to meet such limitation, generally within two and one-half
            months after the end of that plan year but in no event later than
            the last day of the first plan year beginning after that plan year.
            Employer matching contributions attributable to excess


                                      -22-
<PAGE>   29
            income deferral contributions distributed to a highly compensated
            participant will be forfeited. Employer matching contributions
            forfeited under this subparagraph will be reallocated to eligible
            participants described in subparagraphs (c)(i), (ii) and (iii)
            above, in proportion to their income deferral contributions for the
            plan year.


7.6.  PERCENTAGE LIMITATION ON EMPLOYER MATCHING CONTRIBUTIONS

In no event shall the contribution percentage (as defined below) of the highly
compensated participants (as defined in subsection 7.7) for any plan year exceed
the greater of:

      (a)   the contribution percentage of all other eligible employees for the
            preceding plan year multiplied by 1.25; or

      (b)   the contribution percentage of all other eligible employees for the
            preceding plan year multiplied by 2.0; provided that the
            contribution percentage of the highly compensated participants does
            not exceed that of all other eligible employees by more than 2
            percentage points.

The "contribution percentage" of a group of eligible employees for a plan year
means the average of the ratios (determined separately for each eligible
employee in such group) of A to B where A equals the employer matching
contributions made on behalf of such eligible employee for such plan year, and B
equals the eligible employee's testing compensation (as described below)
received by the employee for the portion of such plan year during which the
employee participated in the Plan or was eligible to participate in the Plan.
For purposes of this subsection, the Committee shall determine the testing
compensation of each and every eligible employee for a plan year under any
definition of compensation that satisfies the requirements of Section 414(s) of
the Code and the regulations thereunder. If for a plan year the employer
matching contributions made by or on behalf of highly compensated participants
exceed the foregoing limitation ("excess aggregate contributions"), such excess
aggregate contributions shall be corrected by using one or both of the following
measures:

      (c)   The Company may, in its sole discretion, direct the Employers to
            make contributions on behalf of participants who are not highly
            compensated participants in such an amount as will satisfy the
            foregoing limitation ("corrective matching contributions"). The
            corrective matching contributions, if any, made by the Employers
            pursuant to this paragraph shall be allocated to all participants
            who meet the requirements described in subparagraphs 7.5(c)(i),
            (ii),


                                      -23-
<PAGE>   30
            and (iii) for the plan year, in proportion to such participants'
            income deferral contributions for the plan year. Any corrective
            matching contributions shall be credited to participants' accounts
            and invested in accordance with the provisions of Section 5.
            Notwithstanding subsection 10.2 to the contrary, any corrective
            matching contributions allocated to a participant's accounts will be
            fully vested and nonforfeitable at all times.

      (d)   The Committee may direct that such excess aggregate contributions,
            and any income thereon determined in accordance with subsection 7.9,
            be distributed to the highly compensated participants to the extent
            vested (in the order of their contribution amounts beginning with
            the highest amounts), or if not vested shall be forfeited, to the
            extent necessary to meet the limitation of this subsection.
            (Forfeitures under this subparagraph will be reallocated to eligible
            participants described in subparagraphs 7.5(c)(i), (ii) and (iii),
            in proportion to their income deferral contributions for the plan
            year.) If excess aggregate contributions made by or on behalf of a
            highly compensated participant (and any income thereon determined in
            accordance with subsection 7.9) are to be distributed to the
            participant, such distribution generally will be made within two and
            one-half months after the end of that plan year but in no event
            later than the last day of the first plan year beginning after that
            plan year.


7.7.  HIGHLY COMPENSATED PARTICIPANT

A "highly compensated participant" means an eligible employee who is a "highly
compensated employee" as defined in Section 414(q) of the Code. The term "highly
compensated employee" means any employee defined in Code Section 414(q), which
includes any employee who:

      (a)   was at any time a 5% owner (as defined in Section 416(i) of the
            Code) of any Employer or any Controlled Group Member during the year
            or the preceding year, or;

      (b)   for the preceding year:

            (i)   received compensation from an Employer or any Controlled Group
                  Member in excess of $80,000, and

            (ii)  if the Company elects, was in the top-paid group of employees
                  for such preceding year.


                                      -24-
<PAGE>   31
For purposes of this subsection, an employee's compensation for a plan year
shall be the employee's compensation for such plan year for services rendered to
the Employers and the Controlled Group Members as reported on the employee's
Federal wage and tax statement (Form W-2), but including the employee's elective
deferral contributions made pursuant to Sections 125 and 401(k) of the Code
(including income deferral contributions made under this Plan). For purposes of
paragraph (b)(2) above, the term "top-paid group of employees" means the
top-paid twenty percent of the employees of the Employers and the Controlled
Group Members, exclusive of (i) employees who have not completed six months of
service with the Employers or the Controlled Group Members, (ii) employees who
normally work less than seventeen and one-half hours per week, (iii) employees
who normally work not more than six months during any plan year, (iv) employees
who have not attained age twenty-one years, (v) except to the extent provided in
applicable Treasury Regulations, employees who are included in a unit of
employees covered by an agreement that the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and an
Employer, and (vi) employees who are nonresident aliens and who receive no
earned income (within the meaning of Section 911(d)(2) of the Code) from the
Employers that constitutes income from sources within the United States (within
the meaning of Section 861(a)(3) of the Code). A former employee shall be
treated as a highly compensated participant if such employee was a highly
compensated participant when such employee separated from service or such
employee was a highly compensated participant at any time after attaining age 55
years.


7.8.  MULTIPLE USE OF ALTERNATIVE LIMITATIONS

Multiple use of the alternative limitations described in paragraph 7.5(b) and
paragraph 7.6(b) shall be tested in accordance with Treasury Regulations Section
1.401(m)-2. If multiple use occurs for any plan year, such multiple use will be
corrected in the manner described in Treasury Regulations Section 1.401(m)-1(e).


7.9.  CALCULATING INCOME ALLOCABLE TO EXCESS DEFERRALS, EXCESS AGGREGATE
      CONTRIBUTIONS, AND EXCESS INCOME DEFERRAL CONTRIBUTIONS

The income allocable to a distribution to a participant of excess deferrals,
excess income deferral contributions, or excess aggregate contributions (as
required under subsection 7.4, 7.5, or 7.6, respectively) shall be determined as
follows:

      (a)   Income for the plan year. The income allocable to a participant's
            excess deferrals, excess income deferral contributions, or excess
            aggregate contributions, as the case may be, for the plan year in
            which such excess amount arose shall be determined by multiplying
            the income allocable for that plan year to the participant's


                                      -25-
<PAGE>   32
            income deferral contribution account or employer matching
            contribution account, as applicable, by a fraction. The numerator of
            the fraction is the excess amount to be distributed. The denominator
            of the fraction is the total balance in the applicable account of
            the participant, as determined as of the end of that plan year, to
            which such excess amount was credited. Such account balance shall be
            reduced by the gain and increased by the loss allocable to such
            account balance for that plan year.

      (b)   Income for the gap period. No income will be allocated to any excess
            deferrals, excess income deferral contributions, or excess aggregate
            contributions to be distributed to a participant for the period
            between the end of the plan year in which such excess amount arose
            and the date of distribution of such excess amount.


7.10. DISAGGREGATION OF PLAN

For purposes of subsections 7.5, 7.6, and 7.8, the Plan may be disaggregated in
accordance with Treasury Regulations Section 1.410(b)-7(c)(2).


                                      -26-
<PAGE>   33
                                    SECTION 8

                             PERIOD OF PARTICIPATION


8.1.  SETTLEMENT DATE

A participant's "settlement date" will be the date on which his employment with
the Employers and the related companies is terminated because of the first to
occur of the following events:

      (a)   Normal Retirement. The participant retires or is retired from the
            employ of the Employers and the related companies on or after the
            date on which he attains age 65 years.

      (b)   Disability Retirement. The participant is retired on account of
            permanent disability when the Company determines, based upon an
            independent doctor's examination and certificate, that a participant
            is under such physical or mental disability that he is no longer
            capable of rendering satisfactory service to the Company. This
            determination will be made in a nondiscriminatory manner to all
            participants.

      (c)   Death. The participant's death.

      (d)   Resignation or Dismissal. The participant resigns or is dismissed
            from the employ of the Employers and the related companies before
            retirement in accordance with paragraph (a) or (b) next above.

If a participant is transferred from employment with an Employer to employment
with a Controlled Group Member that is not an Employer, then for purposes of
determining when the participant's settlement date occurs under this subsection,
the participant's employment with such Controlled Group Member (or any
Controlled Group Member to which the participant is subsequently transferred)
shall be considered as employment with the Employers.


8.2.  RESTRICTED PARTICIPATION

If (i) a participant's settlement date has occurred but full payment of all of
the participant's account balances has not yet been made, or (ii) a participant
transfers to a Controlled Group Member that is not an Employer under the Plan,
the participant or the


                                      -27-
<PAGE>   34
participant's beneficiary will be treated as a participant for purposes of the
Plan, except as follows:

      (a)   The participant (or beneficiary) may not make any income deferral
            contributions or rollover contributions and may not share in any
            Employer contributions, except as specifically provided in
            subsections 4.2, 7.5, and 7.6.

      (b)   The participant's beneficiary cannot designate a beneficiary under
            subsection 11.6 and may not obtain a loan under subsection 9.3.

If a participant subsequently again satisfies the requirements for participation
in the Plan, the participant will become an active participant in the Plan on
the date the participant satisfies such requirements.


                                      -28-
<PAGE>   35
                                    SECTION 9

                  IN-SERVICE WITHDRAWALS AND PARTICIPANT LOANS


9.1.     IN-SERVICE WITHDRAWALS

Subject to the limitations set forth below, a participant whose settlement date
has not occurred may request a hardship withdrawal from the participant's income
deferral contribution account by filing a written request with the Committee to
make such a withdrawal. A participant's request for a hardship withdrawal must
include such evidence as may be deemed necessary by the Committee. Such request
shall be filed with the Committee at such time and in such manner as the
Committee may determine. A hardship withdrawal made under this subsection shall
be subject to the following terms and conditions:

         (a)      A participant may withdraw all or any portion of the income
                  deferral contributions (including any pre-tax contributions
                  under a predecessor plan) credited to the participant's income
                  deferral contribution account (but not any earnings thereon
                  that were credited after December 31, 1988, to the
                  participant's account under the Plan or under a predecessor
                  plan).

         (b)      A hardship withdrawal may be made only on account of one of
                  the following immediate and heavy financial needs of a
                  participant:

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

                  (ii)     Purchase (excluding mortgage payments) of the
                           principal residence of the participant;

                  (iii)    Payment of post-secondary tuition expenses and room
                           and board expenses for the participant, the
                           participant's spouse, or the participant's
                           dependents;

                  (iv)     Prevention of the eviction of the participant from
                           the participant's principal residence or prevention
                           of the


                                      -29-
<PAGE>   36
                           foreclosure on the mortgage on the participant's
                           principal residence;

         (c)      A hardship withdrawal shall not be in excess of the amount
                  necessary to satisfy the immediate and heavy financial need of
                  the participant. In accordance with such rules and procedures
                  as the Committee may establish, the amount of a hardship
                  withdrawal may include the amount necessary to pay any
                  Federal, state, or local income taxes or penalties reasonably
                  anticipated to result from the withdrawal. A hardship
                  withdrawal will not be permitted if the participant's
                  immediate and heavy financial need could be satisfied from
                  other sources reasonably available to the participant.

         (d)      If (i) a participant elects to withdraw an amount pursuant to
                  this subsection and (ii) the participant's income deferral
                  contribution account is invested in more than one investment
                  fund, the amount to be withdrawn shall be withdrawn from the
                  investment funds in the order determined by the Committee for
                  withdrawals from the Plan.

         (e)      If a participant elects to withdraw an amount pursuant to this
                  subsection, his ability to make income deferral contributions
                  will be suspended for a period of 12 months following the date
                  of the withdrawal.

The Committee may rely on a participant's written representation as to the
satisfaction of the requirements of paragraphs (b) and (c).

9.2.     IN-SERVICE WITHDRAWAL

A participant who has attained age 65 may receive a distribution of all or a
portion (in increments of 10 percent) from vested amounts credited to the
participant's accounts by filing a request in writing with the Committee in
accordance with procedures established by the Committee, in its sole discretion.
A request for withdrawal shall be effective as soon as practicable after the
date the request is delivered to the Committee and the distribution shall be
made as soon as practical thereafter. A participant shall be limited to two (2)
in-service withdrawals in any twelve-month period.


9.3.     LOANS TO PARTICIPANTS

Although the primary purpose of the Plan is to allow participants to accumulate
funds for retirement, it is recognized that under some circumstances it would be
in the best


                                      -30-
<PAGE>   37
interest of participants to permit loans to be made to them from certain of
their accounts under the Plan. Accordingly, the Committee may (pursuant to such
nondiscriminatory rules as the Committee may from time to time establish and
uniformly apply, which rules are hereby incorporated into and made a part of the
Plan), approve a loan to a participant, subject to the following:

         (a)      Terms and conditions of loans. All loans shall be subject to
                  the following terms and conditions:

                  (i)      A loan will be made to a participant only for the
                           purposes described in paragraph 9.1(b). A participant
                           shall provide the Committee with such evidence as the
                           Committee may require to determine the loan is for
                           such purpose. Each request for a loan must be made on
                           a form furnished by the Committee and filed with the
                           Committee at such time and in such manner as the
                           Committee may determine. The spouse of a participant
                           must consent to a loan if required under Treasury
                           Regulations 1.401(a)-20 with respect to amounts
                           transferred to this Plan from a predecessor plan.

                  (ii)     A loan may not be made to a participant after the
                           participant's settlement date or after the
                           participant transfers employment to a Controlled
                           Group Member. If a participant's settlement date or
                           transfer to a Controlled Group Member should occur
                           after the participant has requested a loan but before
                           the loan is actually made to the participant, the
                           participant's request for a loan automatically will
                           be cancelled.

                  (iii)    Each loan shall be evidenced by a note in a form
                           furnished by the Committee and shall bear interest at
                           the rate that is in effect on the date of the loan.
                           The interest rate for loans shall be determined by
                           the Committee no less frequently than quarterly based
                           on appropriate factors in accordance with Department
                           of Labor regulations.

                  (iv)     Each participant may have no more than one loan
                           outstanding at any time.


                                      -31-
<PAGE>   38
                  (v)      Each loan to a participant shall be secured by a
                           pledge of a portion of the participant's vested
                           account balances under the Plan. However, in the case
                           of a loan that will be used to acquire any dwelling
                           unit which, within a reasonable time, is to be used
                           (determined at the time the loan is made) as the
                           principal residence of the participant, the loan may
                           be secured by the dwelling unit itself. As of the
                           effective date of a loan, no more than fifty percent
                           of the participant's vested account balances may be
                           pledged as security for that loan.

                  (vi)     The making of a loan shall be deemed to be consent by
                           the participant to charging the participant's
                           accounts if any portion of the loan (and any accrued
                           interest thereon) has not been paid as of the
                           participant's settlement date or such earlier date
                           after the participant's loan is suspended under
                           paragraph (e) next below as provided under rules
                           established by the Committee pursuant to that
                           paragraph.

                  (vii)    Loan repayments will be suspended under the Plan as
                           permitted under Code Section 414(u)(4).

         (b)      Amount of loans. The principal amount of any loan (when added
                  to the outstanding balance of any prior loans) made to a
                  participant shall not exceed the lesser of (i) or (ii) below:

                  (i)      $50,000, reduced by the excess (if any) of:

                                    (A)     the highest outstanding balance of
                                            all loans under the Plan during the
                                            one-year period ending immediately
                                            preceding the date of the loan, over

                                    (B)     the outstanding balance on the date
                                            of the loan of all loans under the
                                            Plan.

                  (ii)     Fifty percent of the amount of the participant's
                           vested account balances under the Plan as of the date
                           of the loan.


                                      -32-
<PAGE>   39
         The principal amount of any loan made to a participant shall not be
less than $1,000.

         (c)      Sources for loans. A loan to a participant shall be made
                  solely from vested amounts credited to the participant's
                  accounts. A loan granted under this subsection to a
                  participant shall be made by liquidating and converting to
                  cash the participant's accounts (and the participant's
                  interest in the investment funds) in the order specified by
                  the Committee for loans to participants.

         (d)      Repayment of loans. Each loan shall specify a payment period
                  of from one to five years. However, in the case of a loan that
                  will be used to acquire any dwelling unit which, within a
                  reasonable time, is to be used (determined at the time the
                  loan is made) as the principal residence of the participant,
                  the payment period may be up to fifteen years. Payments must
                  be made by payroll deduction, except that a participant on an
                  authorized paid leave of absence may make loan payments by
                  check. Loan payments made by a participant who is not actively
                  at work due to a leave of absence or a disability may be
                  suspended during the period the participant is not actively at
                  work but for a period not to exceed one year. Suspension of
                  payments will not be permitted if the participant is
                  collecting disability payments or other payments from an
                  Employer and these payments exceed the amount of the loan
                  payments scheduled during the participant's leave of absence
                  or disability. As repayments are made with respect to a loan,
                  the unpaid balance of such loan shall be reduced. Payments of
                  principal and interest shall be credited to the participant's
                  loan repayment account. Pursuant to subsection 5.2, a
                  participant must elect how loan repayments will be invested.
                  Participants may pay the entire outstanding balance of a loan
                  and accrued interest thereon after the first month of a loan
                  period; partial prepayments may not be made.

         (e)      Unpaid loans. If a participant fails to make scheduled loan
                  payments or reaches his settlement date with an outstanding
                  loan balance, the following shall apply:

                  (i)      If a participant whose settlement date has not
                           occurred (and who is not on an authorized unpaid
                           leave of absence) fails for three consecutive months
                           to pay any portion of a loan made to the participant
                           under the Plan and accrued interest thereon in
                           accordance with the terms of the loan, the
                           participant will


                                      -33-
<PAGE>   40
                           have thirty days to pay the amount then owing. If
                           such payment is not made, the loan will be considered
                           in default. A participant who has a loan in default
                           shall not be eligible to obtain further loans. Loans
                           in default shall be further handled under uniform
                           rules established by the Committee in accordance with
                           Internal Revenue Service and Department of Labor
                           rules and regulations.

                  (ii)     If immediately prior to a participant's settlement
                           date any loan or portion of a loan made to the
                           participant under the Plan remains outstanding, the
                           participant may repay an amount equal to the unpaid
                           balance of such loan, provided such repayment is made
                           (A) within thirty days following the participant's
                           termination date if the participant will not be
                           receiving an immediate distribution of the
                           participant's benefits under the Plan or (B) prior to
                           the time distribution of the participant's Plan
                           benefits will be made if the participant will receive
                           an immediate distribution of the participant's Plan
                           benefits. If a participant does not repay the entire
                           balance of the loan within the time period specified
                           above, the balance of the loan shall be considered in
                           default as of the participant's settlement date. On
                           the date that a loan is considered in default, the
                           promissory note shall immediately become due and
                           payable and an amount equal to such loan or any part
                           thereof, together with the accrued interest thereon,
                           shall be deemed distributed to the participant and
                           shall be charged to the participant's accounts after
                           all other adjustments required under the Plan have
                           been made, but before any other distribution.


                                      -34-
<PAGE>   41
                                   SECTION 10

                                     VESTING



10.1.    RETIREMENT

A participant shall have a nonforfeitable right to all of the participant's
account balances on and after attaining normal retirement age. A participant's
right to all of the participant's account balances shall be nonforfeitable on
and after the participant becomes eligible for disability retirement. If a
participant's employment with the Employers and the Controlled Group Members is
terminated because of retirement under paragraph 8.1(a) or (b), the balances in
the participant's accounts shall be distributable to the participant under
Section 11.


10.2.    RESIGNATION OR DISMISSAL

If a participant resigns or is dismissed from the employ of the Employers and
the Controlled Group Members before retirement under paragraph 8.1(d), the
balances in the participant's accounts shall be treated as follows:

         (a)      The balances in the participant's income deferral contribution
                  account, vested employer matching contribution subaccount,
                  vested employer discretionary contribution subaccount,
                  rollover, vested transfer, and loan repayment accounts shall
                  be nonforfeitable and shall be distributable to the
                  participant under Section 11.

         (b)      The balances in the participant's employer discretionary
                  contribution subaccount, excess employer matching contribution
                  subaccount, (referred to collectively for the purposes of this
                  subsection 10.2 and subsection 12.2 as the "forfeitable
                  accounts") shall be subject to the following:

                  (i)      If the participant has completed five or more years
                           of vesting service (as defined in subparagraph (iii)
                           below) as of his settlement date, the balances in his
                           forfeitable accounts shall be nonforfeitable and
                           shall be distributable to the participant under
                           Section 11.

                  (ii)     If the participant has not completed five years of
                           vesting service as of the participant's settlement
                           date, the participant shall receive the vested
                           portion of the balances in his forfeitable accounts.
                           The participant


                                      -35-
<PAGE>   42
                           shall forfeit the nonvested portion of such account
                           balances. The vested portion of the balances in the
                           participant's forfeitable accounts shall be
                           distributable to the participant under Section 11.
                           Except as provided below, the vested portion of such
                           balances shall be determined under the following
                           schedule:

<TABLE>
<CAPTION>
                           Number of Completed                         Vested
                            Years of Service                           Percentage
                           -------------------                         ----------
<S>                                                                    <C>
                           Less than 1 year                              0%
                           1 year but less than 2 years                 20%
                           2 years but less than 3 years                40%
                           3 years but less than 4 years                60%
                           4 years but less than 5 years                80%
                           5 years or more                             100%
</TABLE>

                           Notwithstanding any other provision of this
                           subsection 10.2 to the contrary, a participant who
                           has less than five years of vesting service and has
                           not yet attained normal retirement age may be deemed
                           to have no vested interest in his employer
                           discretionary contribution account, employer matching
                           contribution account, and his entire balance in such
                           accounts may be forfeitable, if he is discharged by
                           an Employer due to theft, fraud, embezzlement, other
                           criminal acts or willful misconduct causing either
                           significant loss or property damage to an Employer or
                           personal injury to any other employee of an Employer.

                  (iii)    A participant's "vesting service" means any plan year
                           in which the participant has completed at least 1,000
                           hours of service with the Employers and the
                           Controlled Group Members (including service prior to
                           the effective date) measured from the date the
                           participant first performs an hour of service (as
                           defined in subsection 2.1) with the Employers or the
                           Controlled Group Members, or, prior to the effective
                           date, CTFG or an affiliate of CTFG.


                                      -36-
<PAGE>   43
                  (iv)     Non-vested amounts shall be forfeited under this
                           subsection on the earlier of (i) the date the
                           participant's vested benefits are distributed, or
                           (ii) the date that the participant incurs five
                           consecutive one year breaks in service (as defined in
                           subsection 12.2). Forfeitures shall be drawn from a
                           participant's accounts in accordance with Treasury
                           Regulations Section 54.4975-11(d)(4).


10.3.    DEATH OF PARTICIPANT

If a participant's settlement date occurs under paragraph 8.1(c), the balances
in the participant's accounts will be nonforfeitable and distributable to the
participant's beneficiary in accordance with Section 11. If a participant dies
after the participant's settlement date but before all of the participant's
account balances have been paid to the participant in full pursuant to the
provisions of Section 11, the vested portion of the participant's account
balances (as determined under subsection 10.1 or 10.2, whichever is applicable)
will be distributable to the participant's beneficiary in accordance with
Section 11.


10.4.    FORFEITURES

The amount of a participant's accounts forfeited under subsection 10.2 shall be
a "forfeiture." As determined by the Committee, forfeitures shall be (1) applied
to reduce employer matching contributions otherwise required under the Plan or
(2) used to pay proper expenses of the Plan and trust. If a participant is
reemployed by the Employers before he incurs five consecutive one-year breaks in
service, subsection 12.2 shall apply.


                                      -37-
<PAGE>   44
                                   SECTION 11

                     DISTRIBUTIONS FOLLOWING SETTLEMENT DATE



11.1.    MANNER OF DISTRIBUTION

Subject to the conditions set forth below, distribution of the balances in a
participant's accounts will be made to, or for the benefit of, the participant
or, in the case of the participant's death, to or for the benefit of the
participant's beneficiary, by payment in a lump sum.

In accordance with subsection 11.4, a participant may elect a direct rollover of
any payment that constitutes an eligible rollover distribution. Notwithstanding
any other provision of this Section 11, if a participant's vested account
balances equal $5,000 or less at or after the participant's settlement date, the
participant (or the participant's beneficiary) shall receive a lump sum payment
of such amount in accordance with subsection 11.3. The aforementioned dollar
amount shall be subject to cost-of-living adjustments prescribed by the
Secretary of the Treasury. In accordance with such rules and procedures as the
Committee shall establish, the amount to be paid to a participant who elects to
receive a distribution that is less than the total vested balance in the
participant's accounts shall be drawn from the participant's accounts in the
order specified by the Committee for distributions from participants' accounts.
The life expectancy of a participant, the participant's spouse or the
participant's designated beneficiary shall be determined at the time benefit
payments commence by use of the expected return multiples contained in the
regulations under Section 72 of the Code. Life expectancies determined in
accordance with the foregoing shall not be recalculated. A participant may
select, in accordance with such rules as the Committee may establish, the method
of distributing the participant's benefits to him; a participant, if the
participant so desires, may direct how the participant's benefits are to be paid
to the participant's beneficiary; and the Committee shall select the method of
distributing the participant's benefits to the participant's beneficiary if the
participant has not filed a direction with the Committee.


11.2.    DETERMINATION OF ACCOUNT BALANCES

After a participant's settlement date has occurred and pending complete
distribution of the participant's account balances, the participant's accounts
will be held under the Plan and will be subject to adjustment under Section 6.
For purposes of subsection 11.1, a participant's account balances will be
determined as of the applicable accounting date coincident with or immediately
preceding the date of distribution of the participant's account.


                                      -38-
<PAGE>   45
11.3.    TIMING OF DISTRIBUTIONS

Distribution of the balance of a participant's accounts shall be made or shall
commence within a reasonable time after the date on which the participant's
account balances have been determined pursuant to subsection 11.2, but not later
than sixty days after (a) the end of the plan year in which his settlement date
occurs or (b) such later date on which the amount of payment can be ascertained
by the Committee.

Notwithstanding any other provision of this Section 11, if a participant's
vested account balances equal $5,000 or less at any time at or after his
settlement date, the participant (or the participant's beneficiary) shall
receive an immediate lump sum payment of such amount. Such distribution shall be
made as soon as practicable after the participant's settlement date. If the
present value of a participant's entire vested benefit under the Plan is zero,
the participant shall be deemed to have received a distribution of such vested
benefit. Notwithstanding any provision of the Plan to the contrary, if a
participant's vested account balances exceed or have ever exceeded $5,000 at any
time at or after the participant's settlement date, distributions may not be
made to the participant before age 65 without the participant's consent. The
aforementioned dollar amount shall be subject to cost-of-living adjustments
prescribed by the Secretary of the Treasury.

Irrespective of any contrary provision of the Plan, distribution of the account
balance of a participant shall be made or shall commence by April 1 of the
calendar year next following the latter of (A) the calendar year on which the
participant attains age 70 1/2 or (B) the calendar year in which the
participant's settlement date occurs ("required commencement date"); provided,
however, that the required commencement date of a participant who is a
five-percent owner (as defined in Code Section 416) of an Employer or Controlled
Group Member in the calendar year in which the participant attains age 70 1/2
shall be April 1 of the calendar year next following the calendar year which the
participant attains age 70 1/2. If a participant dies before the participant's
required commencement date, the participant's benefits must be distributed over
a period not exceeding the greater of: (i) five years from the death of the
participant; (ii) in the case of payments to a designated beneficiary other than
the participant's spouse, the life expectancy of such beneficiary, provided
payments begin within one year of the participant's death (or such later date as
may be prescribed under Treasury Regulations); or (iii) in the case of payments
to the participant's spouse, the life expectancy of such spouse, provided
payments begin by the date the participant would have attained age 70-1/2. If a
participant dies after the participant's required commencement date, the
remaining portion of the participant's benefits will be distributed at least as
rapidly as under the method of distribution in effect at the participant's
death. Notwithstanding the foregoing, the Committee may honor a participant's
written designation made under a predecessor plan prior to January 1, 1984, to
have the


                                      -39-
<PAGE>   46
participant's benefits commence at any date permitted under the terms
of such predecessor plan as in effect immediately prior to January 1, 1984.

A participant who is not a 5 percent owner and who attains age 70-1/2 on or
before January 1, 1999 while still employed by an Employer or a Controlled Group
Member may elect to receive a distribution commencing April 1 of the calendar
year next following the calendar year in which he attains age 70-1/2.


11.4.    DIRECT ROLLOVERS

Individuals who are to receive distributions under the Plan may elect that such
distributions be paid in the form of a direct rollover (as described in Section
401(a)(31) of the Code and the regulations thereunder) to the Trustee or
custodian of a plan eligible to accept direct rollovers, subject to the
following:

         (a)      Eligible rollover distribution. A distribution may be paid in
                  a direct rollover under this subsection only if the
                  distribution constitutes an eligible rollover distribution. An
                  "eligible rollover distribution" means any distribution under
                  the Plan to an eligible distributee (as defined below) other
                  than (i) a distribution that is one of a series of
                  substantially equal payments made annually or more frequently
                  either over the life (or life expectancy) of the participant
                  or the joint lives (or life expectancies) of the participant
                  and his designated beneficiary or over a specified period of
                  ten years or more, (ii) a distribution required to meet the
                  minimum distribution requirements of Section 401(a)(9) of the
                  Code, or (iii) a distribution excluded from the definition of
                  an "eligible rollover distribution" under applicable Treasury
                  Regulations. Notwithstanding the immediately preceding
                  sentence, an eligible rollover distribution includes only
                  those amounts that would be includible in the gross income of
                  the eligible distributee if such amounts were not rolled over
                  to another plan as provided under Section 402(c) of the Code.

         (b)      Eligible distributee. An "eligible distributee" is (i) a
                  participant, (ii) a participant's surviving spouse who is
                  entitled to receive payment of the participant's account
                  balances after the participant's death, or (iii) the spouse or
                  former spouse of a participant who is an alternate payee under
                  a qualified domestic relations order (as defined in Section
                  414(p) of the Code).

         (c)      Eligible retirement plan. A direct rollover of an eligible
                  rollover distribution may be made to no more than one
                  "eligible retirement


                                      -40-
<PAGE>   47
                  plan." Except as otherwise provided below, an "eligible
                  retirement plan" is (i) an individual retirement account
                  described in Section 408(a) of the Code, (ii) an individual
                  retirement annuity described in Section 408(b) of the Code
                  (other than an endowment contract), (iii) an annuity plan
                  described in Section 403(a) of the Code, or (iv) a plan
                  qualified under Section 401(a) of the Code that by its terms
                  permits the acceptance of rollover contributions. With respect
                  to the surviving spouse of a deceased participant who is
                  entitled to receive a distribution of the participant's
                  accounts, an "eligible retirement plan" shall mean only an
                  individual retirement account described in Section 408(a) of
                  the Code or an individual retirement annuity described in
                  Section 408(b) of the Code (other than an endowment contract).

         (d)      Minimum amounts. An eligible distributee may elect a direct
                  rollover of all or a portion of an eligible rollover
                  distribution only if the total amount of the eligible rollover
                  distributions expected to be received by the eligible
                  distributee during the plan year is $200 or more (or such
                  lesser amount as the Committee may establish). An eligible
                  distributee may elect payment of a portion of an eligible
                  rollover distribution as a direct rollover and may receive
                  directly the remainder of such distribution, provided that the
                  amount paid by direct rollover is at least $500 (or such
                  lesser amount as the Committee may establish).

         (e)      Elections. An eligible distributee's election of a direct
                  rollover pursuant to this subsection must be in writing on a
                  form designated by the Committee and must be filed with the
                  Committee at such time and in such manner as the Committee
                  shall determine. The Committee shall establish such rules and
                  procedures as it deems necessary to provide for distributions
                  by means of direct rollover.


11.5.    IMMEDIATE DISTRIBUTIONS TO ALTERNATE PAYEES

The Committee shall direct distribution of the amount of a participant's account
balances assigned to an alternate payee under a qualified domestic relations
order (as defined in Section 414(p) of the Code) on the earliest date specified
in such qualified domestic relations order, without regard to whether such
payments commence prior to the participant's earliest retirement age (as defined
in Section 414(p)(4)(B) of the Code).


                                      -41-
<PAGE>   48
11.6.    DESIGNATION OF BENEFICIARY

Each participant may designate any person or persons (who may be designated
concurrently, contingently or successively) to whom the participant's benefits
are to be paid if the participant dies before the participant receives all of
participant's benefits. A beneficiary designation must be made on a form
furnished by the Committee for this purpose, and such form must be signed by the
participant. A beneficiary designation form shall include any beneficiary
designation forms executed in compliance with the Prior Plan. A beneficiary
designation form will be effective only when the form is filed with the
Committee while the participant is alive and will cancel all the participant's
beneficiary designation forms previously filed with the Committee.
Notwithstanding the foregoing provisions of this subsection and any beneficiary
designation filed with the Committee in accordance with this subsection, if a
participant dies and has a surviving spouse at the participant's date of death,
the account balances described in the preceding sentence shall be payable in
full to the participant's surviving spouse in accordance with this Section 11
(treating such surviving spouse as the participant's beneficiary), unless prior
to the participant's death the following requirements were met:

         (a)      The participant elected that the participant's benefits under
                  the Plan be paid to a person other than the participant's
                  surviving spouse;

         (b)      The participant's spouse consented in writing to such
                  election;

         (c)      The spouse's consent acknowledged the effect of such election
                  and was witnessed by a notary public; and

         (d)      Such election designates a beneficiary that may not be changed
                  without further spousal consent, unless the spouse executed a
                  general written consent expressly permitting changes of the
                  beneficiary without any requirement of further consent of the
                  spouse.

For purposes of the Plan, and subject to the provisions of any qualified
domestic relations order (as defined in Section 414(p) of the Code), a
participant's "spouse" means the person to whom the participant is legally
married at the earlier of the date of the participant's death or the date
payment of the participant's benefits commenced and who is living at the date of
the participant's death. If a deceased participant failed to designate a
beneficiary as provided above, or if the designated beneficiary dies before the
participant or before complete payment of the participant's benefits, the
participant's benefits shall be distributed to the participant's spouse, or if
there is none, the Committee, in its discretion, may direct the Trustee to pay
the participant's benefits as follows:


                                      -42-
<PAGE>   49
         (e)      To or for the benefit of any one or more of the participant's
                  relatives by blood, adoption or marriage and in such
                  proportions as the Committee determines; or

         (f)      To the legal representative or representatives of the estate
                  of the last to die of the participant and the participant's
                  designated beneficiary.

The term "designated beneficiary" or "beneficiary" as used in the Plan means the
natural or legal person or persons designated by a participant as the
participant's beneficiary under the last effective beneficiary designation form
filed with the Committee under this subsection and to whom the participant's
benefits would be payable under this subsection.


11.7.    MISSING PARTICIPANTS OR BENEFICIARIES

Each participant and each designated beneficiary must file with the Committee
from time to time in writing his post office address and each change of post
office address. If a participant dies before the participant receives all of the
participant's vested account balances, the participant's beneficiary must file
any change in his post office address with the Committee. Any communication,
statement or notice addressed to a participant or beneficiary at the last post
office address filed with the Committee, or if no address is filed with the
Committee then, in the case of a participant, at the participant's last post
office address as shown on the Employers' records, will be binding on the
participant and the participant's beneficiary for all purposes of the Plan. The
Employers, the Trustee, and the Committee shall not be required to search for or
locate a participant or beneficiary. If the Committee notifies a participant or
beneficiary that the participant or beneficiary is entitled to a payment and
also notifies the participant or beneficiary of the provisions of this
subsection, and the participant or beneficiary fails to claim his benefits or
make his whereabouts known to the Committee within three years after the
notification, the benefits of the participant or beneficiary may be disposed of,
to the extent permitted by applicable law, as follows:

         (a)      If the whereabouts of the participant then are unknown to the
                  Committee but the whereabouts of the participant's spouse then
                  are known to the Committee, payment may be made to the spouse;

         (b)      If the whereabouts of the participant and the participant's
                  spouse, if any, then are unknown to the Committee but the
                  whereabouts of the participant's designated beneficiary then
                  are known to the Committee, payment may be made to the
                  designated beneficiary;


                                      -43-
<PAGE>   50
         (c)      If the whereabouts of the participant, the participant's
                  spouse and the participant's designated beneficiary then are
                  unknown to the Committee but the whereabouts of one or more
                  relatives by blood, adoption or marriage of the participant
                  are known to the Committee, the Committee may direct the
                  Trustee to pay the participant's benefits to one or more of
                  such relatives and in such proportions as the Committee
                  decides; or

         (d)      If the whereabouts of such relatives and the participant's
                  designated beneficiary then are unknown to the Committee, the
                  benefits of such participant or beneficiary may be disposed of
                  in an equitable manner permitted by law under rules adopted by
                  the Committee.


11.8.    FACILITY OF PAYMENT

When a person entitled to benefits under the Plan is under legal disability, or,
in the Committee's opinion, is in any way incapacitated so as to be unable to
manage the person's financial affairs, the Committee may direct the Trustee to
pay the benefits to such person's legal representative, or to a relative or
friend of such person for such person's benefit, or the Committee may direct the
application of such benefits for the benefit of such person. Any payment made in
accordance with the preceding sentence shall be a full and complete discharge of
any liability for such payment under the Plan.


                                      -44-
<PAGE>   51
                                   SECTION 12

                                  REEMPLOYMENT



12.1.    COMMENCEMENT OR RESUMPTION OF PARTICIPATION

If a participant should terminate employment with the Employers and subsequently
be reemployed by an Employer, the participant shall again become a participant
as of the day of the participant's reemployment with the Employer. If an
employee who has not become a participant terminates employment with the
Employers and subsequently is reemployed by an Employer, the employee shall
become a participant on the entry date immediately following the employee's date
of hire if the employee then meets the requirements of subsection 2.1.


12.2.    CREDITED SERVICE FOR VESTING

The years of vesting service accrued prior to termination of employment by a
non-vested participant or employee shall be disregarded for purposes of
subsection 10.2 only if his number of consecutive one-year breaks in vesting
service occurring after his termination equal or exceed the greater of (i) five
or (ii) his years of vesting service prior to his termination. The years of
vesting service of any vested participant shall be reinstated upon reemployment.
However, in no event shall years of vesting service occurring after a
participant incurs five consecutive one-year breaks in vesting service be used
to determine the nonforfeitable amount of the participant's forfeitable accounts
as of a prior settlement date.

A "one-year break in vesting service" means any plan year during which a
terminated employee or participant does not complete 500 hours of service (as
defined in subsection 2.1). In the case of a maternity or paternity absence (as
defined below), an employee shall be credited, for the first plan year in which
he otherwise would have incurred a one-year break in service (and solely for
purposes of determining whether such a break in service has occurred), with the
hours of service which normally would have been credited to him but for such
absence (or, if the Committee is unable to determine hours which would have been
so credited, 8 hours for each day of such absence), but in no event more than
501 hours for any one absence. A "maternity or paternity absence" means an
employee's absence from work because of the pregnancy of the employee or birth
of a child of the employee, the placement of a child with the employee in
connection with the adoption of such child by the employee, or for purposes of
caring for a child immediately following such birth or placement. The Committee
may require an employee to furnish such information as the Committee considers
necessary to establish that the employee's absence was for one of the reasons
specified above.


                                      -45-
<PAGE>   52
12.3.    REINSTATEMENT OF FORFEITURES

If a participant whose employment had terminated with the Employers because of
resignation or dismissal before the participant was entitled to the full balance
in the participant's employer matching contribution account is reemployed by the
Employers before incurring five consecutive one-year breaks in credited service,
the following shall apply:

         (a)      If the participant did not receive distribution of any part of
                  the vested portion of the participant's account, the amount of
                  the participant's account previously forfeited pursuant to
                  subsection 10.2 will be credited to the participant's account
                  as soon as practicable following the date the participant is
                  reemployed by the Employers.

         (b)      If the participant received distribution of any part of the
                  vested portion of the participant's account, the participant
                  may repay to the Trustee the total amount distributed to the
                  participant from the participant's employer matching
                  contribution account as a result of such earlier termination
                  of employment. However, such repayment must be made before the
                  earlier of (i) the fifth anniversary of the participant's date
                  of reemployment by the Employers or (ii) the date the
                  participant incurs five consecutive one-year breaks in
                  credited service commencing after the distribution. If a
                  participant makes such a repayment to the Trustee, the amount
                  of the repayment shall be credited to the participant's
                  accounts, and the previously forfeited amounts that resulted
                  from the participant's earlier termination of employment
                  (unadjusted for subsequent gains or losses) shall be credited
                  to the participant's accounts as soon as practicable following
                  the date of repayment.

Forfeitures that are to be credited to participants' accounts under this
subsection shall be drawn first from outstanding forfeitures and then, if
necessary, from special employer contributions made for this purpose.


                                      -46-
<PAGE>   53
                                   SECTION 13

                               GENERAL PROVISIONS



13.1.    INTERESTS NOT TRANSFERABLE

The interests of participants and their beneficiaries under the Plan are not in
any way subject to their debts or other obligations and, except as may be
required by the tax withholding provisions of the Code or any state's income tax
act, may not be voluntarily or involuntarily sold, transferred, alienated or
assigned. Notwithstanding the foregoing, the Plan shall comply with any domestic
relations order that, in accordance with procedures established by the
Committee, is determined to be a qualified domestic relations order (as defined
in Section 414(p)(1)(A) of the Code).


13.2.    ABSENCE OF GUARANTY

The Committee, the Employers, and the Trustee do not in any way guarantee the
Trust from loss or depreciation. The liability of the Committee or the Trustee
to make any payment under the Plan will be limited to the assets held by the
Trustee that are available for that purpose.


13.3.    EMPLOYMENT RIGHTS

The Plan does not constitute a contract of employment, and participation in the
Plan will not give any employee the right to be retained in the employ of an
Employer, nor any right or claim to any benefit under the Plan, unless such
right or claim has specifically accrued under the terms of the Plan.

13.4     LITIGATION BY PARTICIPANTS OR OTHER PERSONS

To the extent permitted by law, if a legal action against the Trustee, an
Employer, or the Committee by or on behalf of any person results adversely to
that person, or if a legal action arises because of conflicting claims to a
participant's or beneficiary's benefits, the cost to the Trustee, an Employer,
or the Committee of defending the action will be charged to the extent possible
to the sums, if any, that were involved in the action or were payable to the
participant or beneficiary concerned.


                                      -47-
<PAGE>   54
13.5.    EVIDENCE

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


13.6.    WAIVER OF NOTICE

Any notice required under the Plan may be waived by the person entitled to such
notice.


13.7.    CONTROLLING LAW

To the extent not superseded by the laws of the United States, the laws of
Illinois shall be controlling in all matters relating to the Plan.


13.8.    STATUTORY REFERENCES

Any reference in the Plan to the Code means the Internal Revenue Code of 1986,
as amended. Any reference in the Plan to ERISA means the Employee Retirement
Income Security Act of 1974, as amended. Any reference in the Plan to a section
of the Code or ERISA, or to a section of any other Federal law, shall include
any comparable section or sections of any future legislation that amends,
supplements or supersedes that section.


13.9.    SEVERABILITY

In case any provisions of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining provisions
of the Plan, and the Plan shall be construed and enforced as if such illegal and
invalid provisions had never been set forth in the Plan.


13.10    ADDITIONAL EMPLOYERS

With the consent of the Company, any Controlled Group Member described in
paragraph 1.6(a) or (b) may, by filing with the Company a written instrument to
that effect, become an Employer hereunder by adopting the Plan and becoming a
party to the trust agreement.


                                      -48-
<PAGE>   55
13.11    ACTION BY EMPLOYERS

Any action authorized or required to be taken by an Employer under the Plan
shall be by resolution of its Board of Directors, by resolution of a duly
authorized committee of its Board of Directors, or by a person or persons
authorized by resolution of its Board of Directors or such committee.


13.12    GENDER AND NUMBER

Where the context admits, words in the masculine gender include the feminine and
neuter genders, the plural includes the singular, and the singular includes the
plural.


13.13    EXAMINATION OF DOCUMENTS

Copies of the plan and trust agreement, and any amendments thereto, are on file
at the office of the Company where they may be examined by any participant or
other person entitled to benefits under the Plan during normal business hours.


13.14    FIDUCIARY RESPONSIBILITIES

It is specifically intended that all provisions of the Plan shall be applied so
that all fiduciaries with respect to the Plan shall be required to meet the
prudence and other requirements and responsibilities of applicable law to the
extent such requirements or responsibilities apply to them. In general, a
fiduciary shall discharge the fiduciary's duties with respect to the Plan and
the Trust solely in the interests of participants and beneficiaries and with the
care, skill, prudence, and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of like character and with like aims.


13.15    INDEMNIFICATION

To the extent permitted by law, any member or former member of the Committee,
any person who was, is or becomes an officer or director of the Company, an
Employer, or a Controlled Group Member or any employee of an Employer to whom
the Committee or any Employer has delegated any portion of its responsibilities
under the Plan, and each of them, shall be indemnified and saved harmless by the
Employers (to the extent not indemnified or saved harmless under any liability
insurance contract or other indemnification arrangement with respect to the
Plan) from and against any and all liability to which the Committee members and
such other persons may be subject by reason of any act done or omitted to be
done in good faith with respect to the administration of the Plan and the trust,
including all expenses reasonably incurred in their


                                      -49-
<PAGE>   56
defense in the event that the Employers failed to provide such defense after
having been requested in writing to do so.


                                      -50-
<PAGE>   57
                                   SECTION 14

          RESTRICTIONS AS TO REVERSION OF TRUST ASSETS TO THE EMPLOYERS


The Employers shall have no right, title or interest in the assets of the trust,
except as may be provided in a pledge agreement entered into between an Employer
and the Trustee in connection with an acquisition loan (a "pledge agreement").
No part of the assets of the Trust at any time will revert or will be repaid to
the Employers, directly or indirectly, except as follows:

         (a)      If the Internal Revenue Service initially determines that the
                  Plan, as applied to an Employer, does not meet the
                  requirements of a "qualified plan" under Section 401(a) of the
                  Code, the assets of the Trust attributable to contributions
                  made by the Employer under the Plan shall be returned to the
                  Employer within one year of the date of denial of
                  qualification of the Plan as applied to the Employer.

         (b)      If a contribution or a portion of a contribution is made by an
                  Employer as a result of a mistake of fact, such contribution
                  or portion of a contribution shall not be considered to have
                  been contributed to the Trust by the Employer and, after
                  having been reduced by any losses of the Trust allocable
                  thereto, shall be returned to the Employer within one year of
                  the date the amount is paid to the trust.

         (c)      If a contribution made by an Employer is conditioned upon the
                  deductibility of such contribution as an expense for Federal
                  income tax purposes, to the extent the deduction for the
                  contribution made by the Employer is disallowed, such
                  contribution, or portion of such contribution, after having
                  been reduced by any losses of the Trust allocable thereto,
                  shall be returned to the Employer within one year of the date
                  of disallowance of the deduction.

         (d)      If there is a default on an acquisition loan, an Employer may
                  exercise its rights under a pledge agreement with respect to
                  the shares of Company stock subject to the pledge agreement
                  (including, but not limited to, the sale of pledged shares,
                  the transfer of pledged shares to the Employer, and the
                  registration of pledged shares in the Employer's name).

Contributions may be returned to an Employer pursuant to paragraph (a) above
only if they are conditioned upon initial qualification of the Plan as applied
to that Employer and an application for determination was made by the time
prescribed by law for filing


                                      -51-
<PAGE>   58
the Employer's Federal income tax return for the taxable year in which the Plan
was adopted (or such later date as the Secretary of the Treasury may prescribe).
In no event may the return of a contribution pursuant to paragraph (b) or (c)
above cause any participant's account balances to be less than the amount of
such balances had the contribution not been made under the Plan.


                                      -52-
<PAGE>   59
                                   SECTION 15

                            AMENDMENT AND TERMINATION



15.1.    AMENDMENT

While the Company expects and intends to continue the Plan, the Company reserves
the right to amend the Plan from time to time by action of the Company's Board
of Directors or the Executive Committee of the Board of Directors of the
Company. However, the Committee is authorized to cause to be prepared, to
approve, and to execute any amendments of the Plan that the Committee determines
are necessary to comply with applicable law, regulations, and rulings or to
reflect rules and procedures developed by the Committee; provided, however, that
any amendment (other than an amendment needed to comply with applicable law,
regulations, and rulings) that is expected to change the level of participant or
employer contributions made under the Plan or to materially increase the cost of
the Plan to the Employers shall be approved by the Company's Board of Directors
or by the Executive Committee of the Board of Directors of the Company.
Notwithstanding the foregoing:

         (a)      An amendment may not change the duties and liabilities of the
                  Committee or the Trustee without the consent of the Committee
                  or the Trustee, whichever is applicable;

         (b)      An amendment shall not reduce the value of a participant's
                  nonforfeitable benefits accrued prior to the later of the
                  adoption or the effective date of the amendment; and

         (c)      Except as provided in Section 14, under no condition shall any
                  amendment result in the return or repayment to the Employers
                  of any part of the Trust or the income therefrom or result in
                  the distribution of the Trust for the benefit of anyone other
                  than employees and former employees of the Employers and any
                  other persons entitled to benefits under the Plan.

The Committee shall notify the Trustee of any amendment of the Plan within a
reasonable period of time.


15.2.    TERMINATION

The Plan will terminate as to all Employers on any date specified by the Company
if thirty days' advance written notice of the termination is given to the
Committee, the


                                      -53-
<PAGE>   60
Trustee and the other Employers. The Plan will terminate as to an individual
Employer on the first to occur of the following:

         (a)      The date it is terminated by that Employer if thirty days'
                  advance written notice of the termination is given to the
                  Committee, the Trustee and the other Employers.

         (b)      The date that Employer is judicially declared bankrupt or
                  insolvent.

         (c)      The date that Employer completely discontinues its
                  contributions under the Plan.

         (d)      The dissolution, merger, consolidation or reorganization of
                  that Employer or the sale by that Employer of all or
                  substantially all of its assets, except that:

                  (i)      in any such event arrangements may be made with the
                           consent of the Company whereby the Plan will be
                           continued by any purchaser of all or substantially
                           all of its assets, in which case the successor or
                           purchaser will be substituted for that Employer under
                           the Plan and the trust agreement; and

                  (ii)     if an Employer is merged, dissolved or in any other
                           way reorganized into, or consolidated with, any other
                           Employer, the Plan as applied to the former Employer
                           will automatically continue in effect without a
                           termination thereof.


15.3.    NONFORFEITABILITY AND DISTRIBUTION ON TERMINATION

On termination or partial termination of the Plan, the rights of all affected
participants to benefits accrued to the date of such termination, after all
adjustments then required have been made, shall be nonforfeitable. As soon as
practicable after all adjustments required as of that date have been made to the
account balances of participants, the Committee shall direct the Trustee to
distribute to each such affected participant his benefits under the Plan in one
lump sum provided the participant is no longer employed by an Employer or a
Controlled Group Member. All appropriate provisions of the Plan will continue to
apply until the account balances of all such participants have been distributed
under the Plan.


                                      -54-
<PAGE>   61
15.4     NOTICE OF TERMINATION

Participants will be notified of the termination of the Plan within a reasonable
time.


15.5.    PLAN MERGER, CONSOLIDATION, ETC.

 In the case of any merger or consolidation with, or transfer of assets or
liabilities to, any other plan, each participant's benefits (if the Plan
terminated immediately after such merger, consolidation or transfer) shall be
equal to or greater than the benefits the participant would have been entitled
to receive if the Plan had terminated immediately before the merger,
consolidation or transfer.


                                      -55-
<PAGE>   62
                                   SECTION 16

                                  THE COMMITTEE



16.1.    THE COMMITTEE

As provided in subsection 1.5, the Plan is administered by the Committee. The
Committee shall consist of at least three persons (who may but need not be
employees of the Employers) appointed by the Company. The Company will certify
to the Trustee from time to time the names of the members of the Committee.


16.2.    THE COMMITTEE'S GENERAL POWERS, RIGHTS, AND DUTIES

The Committee shall have all the powers necessary and appropriate to discharge
its duties under the Plan, which powers shall be exercised in the sole and
absolute discretion of the Committee, including, but not limited to, the
following:

         (a)      To construe and interpret the provisions of the Plan and to
                  make factual determinations thereunder, including the power to
                  determine the rights or eligibility under the Plan of
                  employees, participants, or any other persons, and the amounts
                  of their benefits (if any) under the Plan, and to remedy
                  ambiguities, inconsistencies or omissions, and such
                  determinations by the Committee shall be binding on all
                  parties.

         (b)      To adopt such rules of procedure and regulations as in its
                  opinion may be necessary for the proper and efficient
                  administration of the Plan and as are consistent with the Plan
                  and trust agreement.

         (c)      To enforce the Plan in accordance with the terms of the Plan
                  and the Trust and in accordance with the rules and regulations
                  the Committee has adopted.

         (d)      To direct the Trustee as respects payments or distributions
                  from the Trust in accordance with the provisions of the Plan.

         (e)      To furnish the Employers with such information as may be
                  required by them for tax or other purposes in connection with
                  the Plan.

         (f)      To employ agents, attorneys, accountants, actuaries or other
                  persons (who also may be employed by the Employers) and to
                  allocate or delegate to them such powers, rights and duties as
                  the


                                      -56-
<PAGE>   63
                  Committee may consider necessary or advisable to properly
                  carry out administration of the Plan, provided that such
                  allocation or delegation and the acceptance thereof by such
                  agents, attorneys, accountants, actuaries or other persons,
                  shall be in writing.

         (g)      To appoint an investment manager as defined in Section 3(38)
                  of ERISA ("investment manager") to manage (with power to
                  acquire and dispose of) the assets of the Plan, which
                  investment manager may or may not be a subsidiary of the
                  Company, and to delegate to any such investment manager all of
                  the powers, authorities and discretion granted to the
                  Committee hereunder or under the trust agreement (including
                  the power to delegate and the power, with prior notice to the
                  Committee, to appoint an investment manager), in which event
                  any direction the Trustee from any duly appointed investment
                  manager with respect to the acquisition, retention or
                  disposition of Plan assets shall have the same force and
                  effect as if such direction had been given by the Committee,
                  and to remove any investment manager; provided, however, that
                  the power and authority to manage, acquire, or dispose of any
                  asset of the Plan shall not be delegated except to an
                  investment manager, and provided further that the acceptance
                  by any investment manager of such appointment and delegation
                  shall be in writing, and the Committee shall give notice to
                  the Trustee, in writing, of any appointment of, delegation to
                  or removal of an investment manager.


16.3.    MANNER OF ACTION OF THE COMMITTEE

During a period in which two or more members of the Committee are acting, the
following provisions apply where the context admits:

         (a)      The members of the Committee may select a secretary, if they
                  believe it advisable, who may or may not be a member of the
                  Committee.

         (b)      A Committee member by writing may delegate any or all of such
                  member's rights, powers, duties and discretion to any other
                  member of the Committee, with the written consent of the
                  latter.

         (c)      The members of the Committee may act by meeting or by writing
                  signed without meeting, and such members may sign any document
                  by signing one document or concurrent documents.


                                      -57-
<PAGE>   64
         (d)      An action or a decision of a majority of the members of the
                  Committee as to a matter shall be as effective as if taken or
                  made by all members of the Committee.

         (e)      If, because of the number qualified to act, there is an even
                  division of opinion among members of the Committee as to a
                  matter, a disinterested party selected by the Committee shall
                  decide the matter and such person's decision shall control.

         (f)      Except as otherwise provided by law, no member of the
                  Committee shall be liable or responsible for an act or
                  omission of the other members of the Committee in which the
                  former has not concurred.

         (g)      The certificate of the secretary of the Committee or of a
                  majority of the members of the Committee that the Committee
                  has taken or authorized any action shall be conclusive in
                  favor of any person relying on the certificate.


16.4.    INTERESTED COMMITTEE MEMBER

If a member of the Committee is also a participant in the Plan, the Committee
member may not decide or determine any matter or question concerning
distributions of any kind to be made to the Committee member or the nature or
mode of settlement of the Committee member's benefits, unless such decision or
determination could be made by the Committee member under the Plan if the
Committee member were not serving on the Committee.


16.5.    RESIGNATION OR REMOVAL OF COMMITTEE MEMBERS

A member of the Committee may be removed by the Company at any time by ten days'
prior written notice to that member and the other members of the Committee. A
member of the Committee may resign at any time by giving ten days' prior written
notice to the Company and the other members of the Committee. The Company may
fill any vacancy in the membership of the Committee; provided, however, that if
a vacancy reduces the membership of the Committee to less than three, such
vacancy shall be filled as soon as practicable. The Company shall give prompt
written notice thereof to the other members of the Committee. Until any such
vacancy is filled, the remaining members of the Committee may exercise all of
the powers, rights and duties conferred on the Committee.



                                      -58-
<PAGE>   65
16.6.    COMMITTEE EXPENSES

All costs, charges and expenses reasonably incurred by the Committee will be
paid by the Company to the extent not paid from the assets of the trust. No
compensation will be paid to a member of the Committee as such.


16.7.    UNIFORM RULES

The Committee shall administer the Plan on a reasonable and nondiscriminatory
basis and shall apply uniform rules to all persons similarly situated.


16.8.    INFORMATION REQUIRED BY THE COMMITTEE

Each person entitled to benefits under the Plan shall furnish the Committee with
such documents, evidence, data or information as the Committee considers
necessary or desirable for the purpose of administering the Plan. The Employers
shall furnish the Committee with such data and information as the Committee may
deem necessary or desirable in order to administer the Plan. The records of the
Employers as to an employee's or a participant's period of employment, hours of
service, termination of employment and the reason therefore, leave of absence,
reemployment and earnings will be conclusive on all persons unless determined to
the Committee's satisfaction to be incorrect.


16.9.    REVIEW OF BENEFIT DETERMINATIONS

The Committee will provide notice in writing to any participant or beneficiary
whose claim for benefits under the Plan is denied, and the Committee shall
afford such participant or beneficiary a full and fair review of its decision if
so requested.


16.10    COMMITTEE'S DECISION FINAL

Subject to applicable law, any interpretation of the provisions of the Plan and
any decisions on any matter within the discretion of the Committee made by the
Committee in good faith shall be binding on all persons. A misstatement or other
mistake of fact shall be corrected when it becomes known, and the Committee
shall make such adjustment on account thereof as it considers equitable and
practicable.


16.11    DENIAL PROCEDURE AND APPEAL PROCESS

If a participant, beneficiary or any other person who believes he may be
entitled to benefits under the Plan (a "claimant") has an unresolved question
about eligibility for


                                      -59-
<PAGE>   66
benefits, the form of benefits, or the amount of benefits to be received or
being received under the Plan after consulting with the Committee or its
representatives, a formal review of the situation may be requested in writing of
the Committee within sixty days after receiving notification of the claimant's
Plan benefits or an estimate of the claimant's Plan benefits. A review decision
will be made within sixty days after receipt of such request (one hundred twenty
days in special circumstances) and the claimant will be informed of the decision
within ninety days after receipt of such request (one hundred eighty days in
special circumstances). However, if the claimant is not informed of the decision
within the period described above, the claimant may request a further review by
the Committee as described below as if the claimant had received notice of an
adverse decision at the end of that period. The decision will be written in a
manner calculated to be understood by the claimant, setting forth the specific
reasons for any denial of a benefit or benefit option, specific reference to
pertinent Plan provisions on which such denial is based, 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
an explanation of the Plan's claim review procedure. The claimant also shall be
advised that the claimant or the claimant's duly authorized representative may
request a further review by the Committee of the decision denying the claim by
filing with the Committee within sixty days after such notice has been received
by the claimant a written request for such review and that claimant may review
pertinent documents, and submit issues and comments in writing, within the same
sixty-day period. If such request is so filed, such review shall be made by the
Committee within sixty days after receipt of such request, unless special
circumstances require an extension of time for processing in which case the
review will be completed and decision rendered within one hundred twenty days.
The claimant shall be given written notice of the decision which shall include
specific reasons for the decision, and specific references to the pertinent Plan
provisions on which the decision is based, and such decision by the Committee
shall be final and shall terminate the review process.


                                      -60-
<PAGE>   67
                                   SECTION 17

                 SPECIAL RULES APPLICABLE WHEN PLAN IS TOP-HEAVY



17.1     PURPOSE AND EFFECT

The purpose of this Section 17 is to comply with the requirements of Section 416
of the Code. The provisions of this Section 17 are effective for each plan year
beginning on or after the effective date in which the Plan is a "top-heavy plan"
within the meaning of Section 416(g) of the Code.


17.2     TOP-HEAVY PLAN

In general, the Plan will be a top-heavy plan for any plan year if, as of the
"determination date" (that is, the last day of the preceding plan year), the sum
of the amounts in paragraphs (a), (b) and (c) below for key employees (as
defined generally below and in Section 416(i)(1) of the Code) exceeds sixty
percent of the sum of such amounts for all employees who are covered by this
Plan or by a defined contribution plan or defined benefit plan that is
aggregated with this Plan in accordance with subsection 17.4:

         (a)      The aggregate account balances of participants under this
                  Plan.

         (b)      The aggregate account balances of participants under any other
                  defined contribution plan included under subsection 17.4.

         (c)      The present value of the cumulative accrued benefits of
                  participants calculated under any defined benefit plan
                  included in subsection 17.4.

In making the foregoing determination, (i) a participant's account balances or
cumulative accrued benefits shall be increased by the aggregate distributions,
if any, made with respect to the participant during the 5-year period ending on
the determination date, including distributions under a terminated plan that, if
it had not been terminated, would have been required to be included in the
aggregation group, (ii) the account balances or cumulative accrued benefits of a
participant who was previously a key employee, but who is no longer a key
employee, shall be disregarded, (iii) the account balances or cumulative accrued
benefits of a beneficiary of a participant shall be considered accounts or
accrued benefits of the participant, (iv) the account balances or cumulative
accrued benefits of a participant who has not performed services for an Employer
or a Controlled Group Member at any time during the 5-year period ending on the
determination date shall be disregarded and (v) any rollover contribution (or


                                      -61-
<PAGE>   68
similar transfer) from a plan maintained by a corporation other than an Employer
under this Plan initiated by a participant shall not be taken into account as
part of the participant's aggregate account balances under this Plan.


17.3     KEY EMPLOYEE

In general, a "key employee" is an employee (or a former or deceased employee)
who, at any time during the plan year or any of the 4 preceding plan years, is
or was:

         (a)      an officer of an Employer having annual compensation greater
                  than fifty percent of the amount in effect under Section
                  415(b)(1)(A) for any such plan year; provided that, for
                  purposes of this paragraph, no more than fifty employees of
                  the Employer (or, if lesser, the greater of three employees or
                  ten percent of the employees) shall be treated as officers;

         (b)      one of the ten employees who have annual compensation from an
                  Employer of more than the limitation in effect under Section
                  415(c)(1)(A) of the Code for that year and owning or
                  considered as owning, within the meaning of Section 318 of the
                  Code, the largest interests in the Employer; provided that if
                  two employees have the same interest in the Employer, the
                  employee having greater annual compensation from the Employer
                  shall be treated as having a larger interest;

         (c)      a five percent or greater owner of an Employer; or

         (d)      a one percent or greater owner of an Employer having annual
                  compensation from the Employer of more than $150,000.

For purposes of this subsection the term "compensation" means compensation as
defined by Code Section 414(q)(7).


17.4     AGGREGATED PLANS

Each other defined contribution plan and defined benefit plan maintained by an
Employer that covers a "key employee" as a participant or that is maintained by
an Employer in order for a plan covering a key employee to satisfy Section
401(a)(4) or 410 of the Code shall be aggregated with this Plan in determining
whether this Plan is top-heavy. In addition, any other defined contribution or
defined benefit plan of an Employer may be included if all such plans that are
included, when aggregated, will not discriminate in favor of officers,
shareholders or highly compensated participants and will satisfy all of the
applicable requirements of Sections 401(a)(4) and 410 of the Code.


                                      -62-
<PAGE>   69
17.5     MINIMUM EMPLOYER CONTRIBUTION

Subject to the following provisions of this subsection and subsection 17.7, for
any plan year in which the Plan is a top-heavy plan, the employer contribution
credited to each participant who is not a key employee shall not be less than 3
percent of such participant's total compensation (as defined in subsection 7.1)
from the Employers for that year. In no event, however, shall the total employer
contribution credited in any year to a participant who is not a key employee
(expressed as a percentage of such participant's total compensation from the
Employer) exceed the maximum total employer contribution credited in that year
to a key employee (expressed as a percentage of such key employee's total
compensation from an Employer). Contributions made by an Employer under the Plan
pursuant to participants' income deferral authorizations shall not be deemed
employer contributions for purposes of this subsection. The amount of minimum
employer contribution otherwise required to be allocated to any participant for
any plan year under this subsection shall be reduced by the amount of employer
contributions allocated to him for a plan year ending with or within that plan
year under any other tax-qualified defined contribution plan maintained by an
Employer.


17.6     COORDINATION OF BENEFITS

For any plan year in which the Plan is top-heavy, in the case of a participant
who is a non-key employee and who is a participant in a top-heavy tax-qualified
defined benefit plan that is maintained by an Employer and that is subject to
Section 416 of the Code, subsection 17.5 shall not apply, and the minimum
benefit to be provided to each such participant in accordance with this Section
17 and Section 416(c) of the Code shall be the minimum annual retirement benefit
to which he is entitled under such defined benefit plan in accordance with such
Section 416(c), reduced by the amount of annual retirement benefit purchasable
with his Plan accounts (or portions thereof) attributable to employer
contributions (as defined in subsection 17.5) under this Plan and any other
tax-qualified defined contribution plan maintained by an Employer.


17.7     ADJUSTMENT OF COMBINED BENEFIT LIMITATIONS

For any plan year in which the Plan is a top-heavy plan, the determination of
the defined contribution plan fraction and defined benefit plan fraction under
subsection 7.2 shall be adjusted in accordance with the provisions of Section
416(h) of the Code by substituting "1.0" for "1.25" where the latter number
appears in Sections 415(e)(2)(B)(i) and 415(e)(3)(B)(i) of the Code with respect
to the calculation of those fractions; except that with respect to a participant
described in subsection 17.6, such adjustment shall not be required under this
Plan for any plan year for which such adjustment is not required under the
defined benefit plan referred to in subsection 17.6.


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