<PAGE>   1
EXHIBIT 10.1


                           TAYLOR CAPITAL GROUP, INC.
                PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP 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. PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP 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....................................................................................................4
         Eligibility and Participation.......................................................................4
                  2.1.     Eligibility to Participate........................................................4
                  2.2      Period of Participation...........................................................5
                  2.3.     Leave of Absence..................................................................5
                  2.4      Leased Employees..................................................................5
                  2.5      Military Service..................................................................6
SECTION 3....................................................................................................7
         Contributions.......................................................................................7
                  3.1.     Employer Contributions............................................................7
                  3.2.     Payment of Acquisition Loans; Employer Loan Contributions.........................7
                  3.3.     Individual Employer's Share of Employer Contributions; Limitations on
                           Employers' Contributions..........................................................8
                  3.4.     Form of Payment of Employer Contributions.........................................8
                  3.5.     Earnings..........................................................................9
SECTION 4...................................................................................................10
         Company Stock; Acquisition Loans...................................................................10
                  4.1.     Company Stock....................................................................10
                  4.2.     Acquisition Loans................................................................10
SECTION 5...................................................................................................11
         Investment of Employer Contributions...............................................................11
                  5.1.     Investment Options...............................................................11
                  5.2.     Investments in Company Stock.....................................................11
                  5.3.     Diversification of Investments in Company Stock..................................12
SECTION 6...................................................................................................14
</TABLE>


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<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                        <C>
         Accounting.........................................................................................14
                  6.1.     Participants' Accounts...........................................................14
                  6.2.     Trust Accounts...................................................................15
                  6.3.     Accounting Dates; Accounting Periods; Accounting Period..........................16
                  6.4.     Adjustment of Accounts in Investment Funds.......................................16
                  6.5.     Transfer of Shares From Unreleased Share Account to Participants' ESOP Stock
                           Accounts.........................................................................17
                  6.6.     Adjustment of ESOP Cash and Stock Accounts.......................................17
                  6.7.     Dividends on Company Stock.......................................................19
                  6.8.     Temporary Investment of Cash in Trust............................................20
                  6.9.     Fair Market Value of Company Stock...............................................20
                  6.10     Stock Dividends, Stock Splits and Capital Reorganizations Affecting ESOP Shares..21
                  6.11.    ESOP Share Records...............................................................21
                  6.12.    Statement of Accounts............................................................21
                  6.13.    Multiple Acquisition Loans.......................................................21
SECTION 7...................................................................................................22
         Contribution and Benefit Limitations...............................................................22
                  7.1.     Contribution Limitations.........................................................22
                  7.2.     Combined Contribution Limitations................................................23
                  7.3.     Combining of Plans...............................................................23
                  7.4      Highly Compensated Participant...................................................24
SECTION 8...................................................................................................25
         Period of Participation............................................................................25
                  8.1.     Settlement Date..................................................................25
                  8.2.     Restricted Participation.........................................................25
SECTION 9...................................................................................................27
         In-Service Withdrawals and Participant Loans.......................................................27
SECTION 10..................................................................................................28
         Vesting............................................................................................28
                  10.1.    Retirement.......................................................................28
                  10.2.    Resignation or Dismissal.........................................................28
                  10.3.    Death of Participant.............................................................30
                  10.4.    Forfeitures......................................................................30
SECTION 11..................................................................................................31
         Distributions Following Settlement Date............................................................31
                  11.1.    Manner of Distribution...........................................................31
</TABLE>


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<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                        <C>
                  11.2.    Determination of Account Balances................................................32
                  11.3.    Distribution of Company Stock....................................................32
                  11.4.    Timing of Distributions..........................................................32
                  11.5.    Direct Rollovers.................................................................35
                  11.6.    Immediate Distributions to Alternate Payees......................................37
                  11.7.    Designation of Beneficiary.......................................................37
                  11.8.    Missing Participants or Beneficiaries............................................38
                  11.9.    Facility of Payment..............................................................39
SECTION 12..................................................................................................40
         Rights, Restrictions, and Options on Company Stock.................................................40
                  12.1.    Right of First Refusal...........................................................40
                  12.2.    Put Option.......................................................................41
                  12.3.    Share Legend.....................................................................42
                  12.4.    Nonterminable Rights.............................................................42
SECTION 13..................................................................................................43
         Reemployment.......................................................................................43
                  13.1.    Commencement or Resumption of Participation......................................43
                  13.2.    Credited Service for Vesting.....................................................43
                  13.3.    Reinstatement of Forfeitures.....................................................44
SECTION 14..................................................................................................45
         Voting and Tendering of Company Stock..............................................................45
SECTION 15..................................................................................................47
         General Provisions.................................................................................47
                  15.1.    Interests Not Transferable.......................................................47
                  15.2.    Absence of Guaranty..............................................................47
                  15.3.    Employment Rights................................................................47
                  15.4     Litigation by Participants or other Persons......................................47
                  15.5.    Evidence.........................................................................48
                  15.6.    Waiver of Notice.................................................................48
                  15.7.    Controlling Law..................................................................48
                  15.8.    Statutory References.............................................................48
                  15.9.    Severability.....................................................................48
                  15.10    Additional Employers.............................................................48
                  15.11    Action By Employers..............................................................49
                  15.12    Gender and Number................................................................49
                  15.13    Examination of Documents.........................................................49
                  15.14    Fiduciary Responsibilities.......................................................49
                  15.15    Indemnification..................................................................49
</TABLE>


                                     -iii-
<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                        <C>
SECTION 16..................................................................................................51
         Restrictions as to Reversion of Trust Assets to the Employers......................................51
SECTION 17..................................................................................................53
         Amendment and Termination..........................................................................53
                  17.1.    Amendment........................................................................53
                  17.2.    Termination......................................................................53
                  17.3.    Nonforfeitability and Distribution on Termination................................54
                  17.4     Notice of Termination............................................................55
                  17.5.    Plan Merger, Consolidation, Etc..................................................55
SECTION 18..................................................................................................56
         The Committee......................................................................................56
                  18.1.    The Committee....................................................................56
                  18.2.    The Committee's General Powers, Rights, and Duties...............................56
                  18.3.    Manner of Action of the Committee................................................57
                  18.4.    Interested Committee Member......................................................58
                  18.5.    Resignation or Removal of Committee Members......................................58
                  18.6.    Committee Expenses...............................................................59
                  18.7.    Uniform Rules....................................................................59
                  18.8.    Information Required by the Committee............................................59
                  18.9.    Review of Benefit Determinations.................................................59
                  18.10    Committee's Decision Final.......................................................59
                  18.11    Denial Procedure and Appeal Process..............................................59
SECTION 19..................................................................................................61
         Special Rules Applicable When Plan is Top-Heavy....................................................61
                  19.1     Purpose and Effect...............................................................61
                  19.2     Top-Heavy Plan...................................................................61
                  19.3     Key Employee.....................................................................62
                  19.4     Aggregated Plans.................................................................62
                  19.5     Minimum Employer Contribution....................................................63
                  19.6     Coordination of Benefits.........................................................63
                  19.7     Adjustment of Combined Benefit Limitations.......................................63

SUPPLEMENT A..................................................................................................1
</TABLE>


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                           TAYLOR CAPITAL GROUP, INC.
                PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP 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. Profit Sharing
and Employee Stock Ownership Plan (the "Plan") for the purpose of enabling
eligible employees of the Company and its affiliates to acquire stock ownership
interests in the Company and permitting eligible employees to accumulate funds
for their future security by 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"). A portion
of the Plan also constitutes an employee stock ownership plan that is designed
to invest primarily in stock of the Company and that is intended to meet the
applicable requirements of Sections 401(a), 409, and 4975(e)(7) of the Code and
Section 407(d)(6) of the Employee Retirement Income Security Act of 1974
("ERISA").


1.2.     HISTORY OF PLAN

This Plan is an amendment, restatement and continuation of the Taylor Capital
Group, Inc. 401(k)/Profit Sharing and Employee Stock Ownership Plan (the "Prior
Plan") and continues the employee stock ownership plan and profit sharing
features of the Prior Plan.

The Prior Plan was established effective as of 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 Cole Taylor Financial Group, Inc.
("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


                                      -1-
<PAGE>   8

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 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. As of the
Effective Date, the Taylor Capital Group, Inc. 401(k) Plan (the "401(k) Plan")
was spun off from the Prior Plan and this Plan is an amendment, restatement and
continuation of 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 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.
Profit Sharing and Employee Stock Ownership 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 18. 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" within the meaning of Section 402 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") with respect to the
voting direction of the shares of Company stock in their ESOP stock accounts, as
described in Section 14. 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.


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<PAGE>   9

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 15.10. 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 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 prior to 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


                                      -4-
<PAGE>   11

                                    currently effective collective bargaining
                                    agreement between his Employer and the
                                    collective bargaining representative of the
                                    group of employees of which he is a member.

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.

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      PERIOD OF PARTICIPATION

Subject to the provisions of subsections 8.2 and 13.1, 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.


2.3.     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.


2.4      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


                                      -5-
<PAGE>   12

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.


2.5      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 Section 10 of
                  the Plan; and

         (b)      determining the participant's benefit allocations under
                  subsection 3.1 of the Plan.


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                                    SECTION 3

                                  CONTRIBUTIONS



3.1.     EMPLOYER CONTRIBUTIONS

Subject to the conditions and limitations of the Plan, the Company, in its sole
discretion, may direct the Employers to make a discretionary contribution to the
Plan for any plan year. A discretionary contribution to be made for a plan year
in such amount, if any, as determined by the Company prior to the end of the
plan year or within a reasonable period of time after the end of the plan year.
Any discretionary contribution for a plan year shall be allocated pro rata on
the basis of participants' earnings for such plan year. Any discretionary
contribution for a plan year shall be allocated only to participants who either
(i) 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 (ii) terminated employment
with the Employers during such plan year under paragraph 8.1(a), (b), or (c).

For purposes of this subsection, "hours of service" shall mean hours of service
as described in subsection 2.1. Any employer discretionary contributions for a
plan year shall be due on the last day of the plan year and, if not paid by the
end of that plan year, shall be payable to the Trustee as soon as practicable
thereafter, without interest, but not later than the time prescribed by law for
filing the Company's Federal income tax return for such plan year, including
extensions thereof.


3.2.     PAYMENT OF ACQUISITION LOANS; EMPLOYER LOAN CONTRIBUTIONS

For each accounting period during which an acquisition loan is outstanding, the
Trustee shall use any contributions made for such accounting period pursuant to
subsection 3.1 to make principal and interest payments then due on the
acquisition loan or loans outstanding at the end of such accounting period. Each
such payment by the Trustee will release shares of Company stock from the
unreleased share account to the released share account of the Trust (such terms
are defined in subsection 6.2). Company stock that is so released will be
allocated to participants' ESOP stock accounts as provided in subsection 3.1.

Subject to the conditions and limitations of the Plan, if, as of any regular
accounting date, (a) an acquisition loan remains outstanding and (b) the
contributions described above that are made for the accounting period, after
taking into account the use of dividends and earnings in accordance with
subsection 6.7, are insufficient to enable the Trustee to pay the principal and
interest due under such acquisition loan for such accounting period, then the
Employers shall make an additional "employer loan


                                      -7-
<PAGE>   14

contribution" to the Trustee for that accounting period, in an aggregate amount
equal to the amount of the insufficiency described herein, to be allocated as
provided in subsection 3.1. Any employer loan contribution under the Plan for
any accounting period shall be paid to the Trustee in cash on the last day of
the applicable accounting period or as soon as practicable after the end of such
accounting period.

If no acquisition loan is outstanding at the end of an accounting period, the
Trustee shall invest the contributions made for such accounting period as
directed by the Committee in accordance with Section 5 and the terms of the
trust.


3.3. 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 3.1. 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 3 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 on account thereof by that
Employer for that year for purposes of Federal taxes on income.


3.4.     FORM OF PAYMENT OF EMPLOYER CONTRIBUTIONS

Subject to the conditions and limitations of the Plan, any employer
discretionary contribution shall be made in the form of cash or shares of
Company stock (as defined in subsection 4.1), as determined by the board of
directors of the Company in its sole discretion prior to the end of the plan
year or within a reasonable period of time after the end of the plan year. Any
such employer discretionary contribution that is made in the form of cash, and
designated as a cash contribution, shall be allocated to the participants'
employer discretionary contribution account. Any such discretionary contribution
that is made in the form of Company stock, or made in the form of cash and
designated as a cash contribution to be invested in Company stock, shall be
allocated to the participants' ESOP stock accounts or ESOP cash accounts to be
invested in Company stock, as applicable. Any shares of Company stock
contributed to the Plan as an employer discretionary contribution shall be
valued at the fair market value thereof as of the date or dates on which the
contribution is made.


                                      -8-
<PAGE>   15

3.5.     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 the Taylor Capital Group, Inc. 401(k) 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;

         (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.

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) and which
is $160,000 for the 1998 plan year).


                                      -9-
<PAGE>   16

                                    SECTION 4

                        COMPANY STOCK; ACQUISITION LOANS



4.1.     COMPANY STOCK

For purposes of the Plan, the term "Company stock" shall mean common stock
issued by the Company that is readily tradable on an established securities
market; provided, however, if the Company's common stock is not readily tradable
on an established securities market, the term "Company stock" shall mean common
stock issued by the Company having a combination of voting power and dividend
rates equal to or in excess of (a) that class of common stock of the Company
having the greatest voting power and (b) that class of common stock of the
Company having the greatest dividend rights. Non-callable preferred stock shall
be treated as Company stock for purposes of the Plan if such stock is
convertible at any time into stock that is readily tradable on an established
securities market (or, if applicable, that meets the requirements of (a) and (b)
next above) and if such conversion is at a conversion price that, as of the date
of the acquisition by the Plan, is reasonable. For purposes of the immediately
preceding sentence, preferred stock shall be treated as non-callable if, after
the call, there will be a reasonable opportunity for a conversion that meets the
requirements of the immediately preceding sentence. Company stock shall be held
under the Trust only if such stock satisfies the requirements of Section
407(d)(5) of ERISA.


4.2.     ACQUISITION LOANS

An "acquisition loan" means the issuance of notes, a series of notes or other
installment obligations incurred by the Trustee, in accordance with the trust,
in connection with the purchase of Company stock. The term "financed shares"
means shares of Company stock acquired by the Trustee with the proceeds of an
acquisition loan. The terms of each acquisition loan shall meet the applicable
requirements of Treasury Regulations Section 54.4975-7(b), including the
requirements (a) that the loan bear a reasonable rate of interest, be for a
definite period (rather than payable on demand), and be without recourse against
the Plan and (b) that the only assets of the Plan that may be given as
collateral are financed shares purchased with the proceeds of that loan or with
the proceeds of a prior acquisition loan. The release of financed shares is
described in subsection 6.6.


                                      -10-
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                                    SECTION 5

                      INVESTMENT OF EMPLOYER CONTRIBUTIONS



5.1.     INVESTMENT OPTIONS

         (a)      The Committee may designate, in its sole discretion, one or
                  more funds under the Trust for the investment of participants'
                  account balances not otherwise invested in Company stock. 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."

          (b)     Subject to the provisions of Section 18.2(g), the Committee
                  shall have the authority to direct the investment of the
                  assets held in the employer discretionary contribution account
                  and the ESOP cash account.

         (c)      The assets held in the Drovers transfer account shall be
                  invested in a commingled fund of certificates of deposit
                  issued by one or more of the Employers. Each such certificate
                  of deposit will provide a rate of return equal to the greater
                  of (1) nine and one-half percent (9-1/2%) per annum, or (2)
                  the floating average of 18-month Treasury bill rates. The
                  certificates of deposit mature on each participant's 65th
                  birthday, at which time the assets are invested in the
                  discretion of the Committee.


5.2.     INVESTMENTS IN COMPANY STOCK

Employer contributions under subsection 3.1 that are used to repay an
acquisition loan shall be invested in Company stock through the release of
financed shares and the crediting of such shares to participants' accounts (as
described in subsections 6.6 and 6.7). If an acquisition loan is not
outstanding, the Committee may direct the Trustee to invest the contributions in
Company stock, in accordance with the provisions of subsection 3.4.


                                      -11-
<PAGE>   18

5.3.     DIVERSIFICATION OF INVESTMENTS IN COMPANY STOCK

Pursuant to rules established by the Committee, participants (including inactive
participants) may elect to diversify portions of their ESOP stock accounts,
subject to the following:

         (a)      Each participant who has attained age 55 years and has at
                  least ten years of participation in the Plan, including for
                  such purposes, his years of participation in the Prior Plan
                  and the CTFG ESOP, (a "qualified participant") may elect
                  during each of the participant's qualified election periods
                  (as defined in paragraph (c) below) to transfer to one or more
                  of the investment funds maintained under the 401(k) Plan up
                  to twenty-five percent (fifty percent in the case of the
                  participant's last qualified election period) of the qualified
                  participant's ESOP stock account balance eligible for
                  diversification (as described in paragraph (b) next below).

         (b)      The portion of a qualified participant's ESOP stock account
                  balance subject to diversification shall equal twenty-five
                  percent (fifty percent in the case of the qualified
                  participant's last qualified election period) of the total
                  number of shares of Company stock allocated to the
                  participant's ESOP stock account (including shares that the
                  participant previously elected to diversify pursuant to this
                  subsection), less the number of such shares previously
                  diversified pursuant to the qualified participant's election
                  under this subsection. In any one election, a qualified
                  participant may diversify the entire remaining portion of his
                  ESOP stock account balance eligible for diversification or a
                  part of such diversifiable portion equal to any whole
                  percentage of five percent or more of the applicable ESOP
                  stock account balance.

         (c)      For purposes of this subsection, a "qualified election period"
                  means (i) the ninety-day period immediately following the last
                  day of the first plan year in which the participant becomes a
                  qualified participant and (ii) the ninety-day period
                  immediately following the last day of each of the five plan
                  years immediately following the first plan year in which the
                  participant becomes a qualified participant. Any election made
                  in accordance with the provisions of paragraph (a) above with
                  respect to any qualified election period shall be given effect
                  as of the regular accounting date occurring ninety days after
                  the end of that qualified election period.


                                      -12-
<PAGE>   19

         (d)      The provisions of this subsection shall not apply to any
                  participant if the value of the participant's ESOP stock
                  balance (determined as of the regular accounting date
                  immediately preceding the first day on which the participant
                  would otherwise be entitled to make an election under this
                  subsection) is $500 or less.

         (e)      Any amounts transferred from Company stock to one or more of
                  the investment funds under the 401(k) Plan shall not be
                  available for distribution in the form of Company stock (as
                  otherwise allowed under subsection 11.3).


                                      -13-

<PAGE>   20
                                    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)   Employer discretionary contribution account. An "employer
            discretionary contribution account" to reflect employer
            discretionary contributions made to the Plan on behalf of the
            participant (other than amounts invested in Company stock in
            accordance with Section 5) and the income, losses, appreciation and
            depreciation attributable thereto. The employer discretionary
            contribution account shall be separated into (i) the "vested
            employer discretionary contribution subaccount," which shall reflect
            the participant's employer base contributions transferred to the
            Prior Plan from the CTFG Profit Sharing Plan, if any, and employer
            excess contributions transferred to the Prior Plan from the CTFG
            Profit Sharing Plan, if any, which shall be fully vested at all
            times, and (ii) the "employer discretionary contribution
            subaccount," which shall reflect the participant's employer
            discretionary contribution, if any, made under this Plan.

      (b)   Supplemental contribution account. A "supplemental contribution
            account" to reflect the participant's supplemental contributions, if
            any, made under the CTFG Profit Sharing Plan prior to January 1,
            1987. A participant shall be fully vested in his supplemental
            contribution account at all times.

      (c)   Drovers transfer account. A "Drovers transfer account" to reflect
            the amount, if any, transferred from the Drovers Plan (as defined in
            the CTFG Profit Sharing Plan) on behalf of the electing
            participants. A participant shall be fully vested in his Drovers
            transfer account at all times.

      (d)   ESOP stock account.  An "ESOP stock account" to reflect shares
            of Company stock invested in accordance with Section 5 or
            transferred from the unreleased share account and allocated to
            the participant as a result of repayment of an acquisition loan
            and to reflect any employer contributions under subsection 3.1
            made in


                                      -14-
<PAGE>   21
            the form of Company stock. The ESOP stock account shall be separated
            into: (i) the "vested ESOP stock subaccount," which shall reflect
            the participant's account balances transferred to the Prior Plan
            from the CTFG ESOP, which shall be fully vested at all times; and
            (ii) the "regular ESOP stock subaccount," which shall reflect the
            shares of Company stock transferred from the unreleased share
            account and any employer contributions under subsection 3.1 made in
            the form of Company stock.

      (e)   ESOP cash account. An "ESOP cash account" to reflect any amounts to
            be invested in Company stock pursuant to Section 5, employer cash
            contributions under subsection 3.1, any cash dividends on Company
            stock allocated and credited to the participant's ESOP stock account
            (other than currently distributable dividends), and any income,
            losses, appreciation, or depreciation attributable thereto.

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 the
following fund accounts:

      (a)   Unreleased share account. An "unreleased share account" to reflect
            the financed shares acquired by the Trustee with the proceeds of an
            acquisition loan prior to the transfer of such financed shares to
            the participants' ESOP stock accounts, any cash dividends
            attributable to such shares or transferred to the unreleased share
            account pursuant to subsection 6.5, and any temporary investment
            income attributable to such dividends.


                                      -15-
<PAGE>   22
      (b)   Investment fund accounts. An "investment fund account" in the name
            of each investment fund to reflect the property held in such fund.

      (c)   ESOP stock account and ESOP cash account. An "ESOP stock account"
            and an "ESOP cash account," as provided in subsection 6.1.

In addition to the unreleased share accounts and participants' accounts
described in subsection 6.1, the Committee may maintain or cause to be
maintained such other trust accounts and subaccounts as it considers advisable.


6.3.  ACCOUNTING DATES; ACCOUNTING PERIODS; ACCOUNTING PERIOD

Each June 30 and December 31 participants' ESOP stock accounts and ESOP cash
accounts (collectively "ESOP portion") shall be adjusted. A "special accounting
date" is any date designated as such by the Committee, including the effective
date, and a special accounting date occurring under subsection 17.3. The term
"accounting date" includes a semi-annual accounting date and a special
accounting date. Any references to an "accounting period" shall mean the period
since the next preceding semi-annual accounting date.


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 not less frequently than each regular accounting date to
reflect the adjusted net worth (as described below) of that fund as of such
regular accounting date, including adjustments to reflect any distributions,
contributions, income, losses, appreciation, or depreciation with respect to
such subaccounts since the previous accounting date 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 accounting date. The "adjusted net worth" of an
investment fund (other than a mutual fund) as at any accounting date 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.

Notwithstanding the foregoing, participants' subaccounts in an investment fund
may be adjusted more frequently than each regular accounting date if such
investment fund provides for more frequent adjustment of participants'
subaccounts. In that case, participants' subaccounts in that investment fund
will be adjusted at the times provided


                                      -16-
<PAGE>   23
by the investment fund to reflect any distributions, contributions, income,
losses, appreciation, or depreciation with respect to such subaccounts since the
previous accounting date. It is anticipated the participants' subaccount
balances in an investment fund composed only of a mutual fund will be adjusted
as of each regular accounting date.

As of each accounting date, the amount of a participant's repayment on a
participant loan for that accounting period will be credited to the
participant's loan repayment account. 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.  TRANSFER OF SHARES FROM UNRELEASED SHARE ACCOUNT TO PARTICIPANTS' ESOP
      STOCK ACCOUNTS

At the direction of the Committee, the Trustee shall use the following to repay
an acquisition loan:

      (a)   Employer contributions under subsection 3.1 and any investment
            income attributable to such contributions; and

      (b)   Cash dividends paid on shares of Company stock, as provided in
            subsections 6.6 and 6.7, and any investment income attributable to
            such dividends.

The repayment of a acquisition loan shall cause a transfer of shares of Company
stock from the unreleased share account to the participants' ESOP stock accounts
in accordance with subsections 6.6 and 6.7 of each applicable accounting date.
The number of shares to be transferred shall be determined by multiplying the
number of shares in the unreleased share account by a fraction, the numerator of
which is the principal and interest payments during the applicable accounting
period and the denominator of which is the sum of the numerator plus the total
projected principal and interest payments during the remainder of the term of
the acquisition loan. If the requirements of Treasury Regulations Section
54.4975-7(b)(8)(ii) are satisfied, the phrase "principal and interest" in the
preceding sentence shall be replaced by the word "principal."


6.6.  ADJUSTMENT OF ESOP CASH AND STOCK ACCOUNTS

Participants' ESOP cash accounts and ESOP stock accounts shall be adjusted as
follows:


                                      -17-
<PAGE>   24
      (a)   Repayments of acquisition loans and purchase of Company stock. (i)
            For each accounting period, employer cash contributions under
            subsection 3.1 that are used to repay an acquisition loan and
            release shares of Company stock from the unreleased share account in
            accordance with subsection 6.5 shall be credited as of the
            applicable accounting date to the participants' ESOP stock accounts
            in accordance with the provisions of subsection 3.1; (ii) For each
            accounting period, employer cash contributions under subsection 3.1
            that are designated to be invested in shares of Company stock shall
            be credited as of the applicable accounting date to the
            participants' ESOP cash accounts in accordance with the provisions
            of subsection 6.1, as applicable. Upon the purchase of Company stock
            with such cash, an appropriate number of shares of Company stock
            shall be credited to the participants' ESOP stock accounts, and the
            participants' ESOP cash accounts shall be charged by the amount of
            the cash used to buy such Company stock.

      (b)   Dividends. (i) Subject to the provisions of subsection 6.7, cash
            dividends on shares of Company stock in the unreleased stock account
            shall be used to repay the outstanding acquisition loan and the
            released shares shall be credited to the participants' ESOP stock
            accounts in accordance with the provisions of subsection 6.1. (ii)
            Subject to the provisions of subsection 6.7, the Committee shall
            credit to the participants' ESOP cash accounts any cash dividends
            paid to the Trustee on shares of Company stock held in the
            participants' ESOP stock accounts as of the record date. Such cash
            dividends credited to the participants' ESOP cash accounts shall be
            applied as soon as practicable first to the repayment of any amount
            due during or prior to that accounting period on an acquisition
            loan. If no amount is due on an acquisition loan, such cash
            dividends may, as determined in the discretion of the Committee, be
            used to either prepay any acquisition loan, purchase shares of
            Company stock, or be paid to the participants as described in
            paragraph 6.7(b). The Committee shall credit an appropriate number
            of shares of Company stock to the ESOP stock account of such
            participant, and the participant's ESOP cash account shall then be
            charged by the amount of cash used to repay an acquisition loan or
            used to purchase such Company stock for the participant's ESOP stock
            account or as applicable.

      (c)   Employer contributions in shares of Company stock. For any
            accounting period in which the employer contributions under
            subsection 3.1 are made in the form of shares of Company stock,


                                      -18-
<PAGE>   25
            such stock shall be credited to the participants' ESOP stock
            accounts as of the applicable accounting date, in accordance with
            the provisions of subsection 3.1.

      (d)   Appreciation, depreciation, etc. As of each accounting date, before
            the allocation of any employer contributions under subsection 3.1
            made in cash, any appreciation, depreciation, income, gains or
            losses in the fair market value of the participants' ESOP cash
            accounts shall be allocated among and credited to the ESOP cash
            accounts of participants, pro rata, according to the balance of each
            ESOP cash account as of the immediately preceding accounting date,
            reduced in each case by the amount of any charge to such ESOP cash
            account since the next preceding accounting date. Any gain or loss
            realized by the Trustee on the sale of Company stock will be
            allocated to the ESOP cash accounts of participants, pro rata,
            according to the balance of participants' ESOP stock accounts, as of
            the next preceding accounting date.


6.7.  DIVIDENDS ON COMPANY STOCK

The following shall apply with respect to dividends on Company stock:

      (a)   Dividends credited to ESOP cash accounts. Any cash dividends paid
            with respect to shares of Company stock allocated to participants'
            ESOP stock accounts or held in the unreleased share account may, as
            determined by the Committee, be allocated among and credited to
            participants' ESOP cash accounts in accordance with paragraph
            6.6(b).

      (b)   Dividends paid to participants. Any cash dividends paid with respect
            to shares of Company stock allocated to participants' ESOP stock
            accounts may, as determined by the Committee, be either paid by the
            Company directly in cash to participants on a non-discriminatory
            basis or paid to the Trustee and distributed by the Trustee to the
            participants no later than ninety days after the end of the plan
            year in which paid to the Trustee.

      (c)   Dividends used to repay acquisition loan. To the extent permitted by
            applicable law, any cash dividends paid with respect to shares of
            Company stock allocated to participants' ESOP stock accounts or held
            in the unreleased share account may (as required by applicable
            acquisition loan documentation or, if not so required, as determined
            in the sole discretion of the Committee) be used to repay the


                                      -19-
<PAGE>   26
            principal balance of an outstanding acquisition loan or interest
            thereon in whole or in part, or to purchase additional shares of
            Company stock as provided in paragraph 6.6(b). Financed shares
            released from the unreleased stock account by reason of dividends
            paid with respect to such Company stock shall be allocated to
            participants' ESOP stock accounts as follows:

            (i)   First, financed shares with a fair market value at least equal
                  to the dividends paid with respect to the Company stock
                  allocated to participants' ESOP stock accounts shall be
                  allocated among and credited to the ESOP stock accounts of
                  such participants, pro rata, according to the number of shares
                  of Company stock held in such accounts on the dividend
                  declaration date; and

            (ii)  Next, any remaining financed shares released from the
                  unreleased share account shall be allocated among and credited
                  to the ESOP stock accounts of all participants, pro rata,
                  according to each participant's earnings.


6.8.  TEMPORARY INVESTMENT OF CASH IN TRUST

At the direction of the Committee, cash held in the unreleased share account or
participants' ESOP cash accounts under the Trust 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 employer contributions, cash
dividends and any other amounts.


6.9.  FAIR MARKET VALUE OF COMPANY STOCK

For purposes of the Plan and trust, the fair market value of Company stock shall
be determined, at least once each plan year, by an independent appraiser, as
defined in Section 401(a)(28) of the Code, in accordance with the terms of the
Trust and the provisions of Section 3(18) of ERISA.


                                      -20-
<PAGE>   27
6.10  STOCK DIVIDENDS, STOCK SPLITS AND CAPITAL REORGANIZATIONS AFFECTING ESOP
      SHARES

Shares of Company stock received by the Trustee that are attributable to stock
dividends, stock splits or to any reorganization or recapitalization of the
Company shall be credited to the unreleased share account, if attributable to
shares held in that account, or shall be credited to the released share account
(including participant's ESOP stock accounts) if attributable to shares held in
the released share account, so that the interests of participants immediately
after any such stock dividend, split, reorganization or recapitalization are the
same as such interests immediately before such event.


6.11. ESOP SHARE RECORDS

The Committee shall maintain or cause to be maintained records as to the number
and cost of shares of Company stock acquired or transferred by or within the
Trust in accordance with the applicable provisions of this Section 6.


6.12. 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.


6.13. MULTIPLE ACQUISITION LOANS

If more than one acquisition loan to the Trustee becomes outstanding at any
time, the foregoing provisions of this Section 6 and other provisions of the
Plan shall be modified by the Committee to the extent it deems necessary or
appropriate to reflect such additional acquisition loan or loans.


                                      -21-
<PAGE>   28
                                    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. Effective January 1, 1998, 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. As determined by the Committee on a uniform basis for all
participants for a limitation year, each participant's annual addition for a
limitation year shall be calculated either based upon (i) the amount of
contributions credited to the participant's accounts and not on the basis of the
fair market value of Company stock or other property credited to the
participant's accounts by reason of such contributions or (ii) the amount of
contributions credited to the participants' accounts with respect to amounts
invested in the investment funds and on the basis of the fair market value of
Company stock credited to the participant's accounts with respect to
contributions invested or to be invested in Company stock.

If it is anticipated that a participant's annual addition to this Plan or any
defined contribution plan maintained by an Employer or a Control Group Member,
including the 401(k) Plan 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 the
            terms of the 401(k) Plan to the extent necessary to meet the above
            limitations.

      (b)   Next, reduce, in proportion, the income deferral contributions made
            by the participant that are matched by the Employer to the terms of
            the 401(k) Plan and the employer matching contributions attributable
            to such income deferral contributions.

      (c)   Next, in accordance with procedures established by the Committee of
            the 401(k) Plan, reduce such participant's share for that limitation


                                      -22-
<PAGE>   29
            year of the employer matching contributions, corrective deferral
            contributions, or corrective matching contributions to the extent
            necessary to meet the above limitations.

      (d)   Finally, in accordance with procedures established by the Committee,
            reduce such Participant's share for that limitation year of the
            employer discretionary contributions or employer loan 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
            discretionary contributions in succeeding limitation years in order
            of time.


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.


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.


                                      -23-
<PAGE>   30
7.4   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.

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 the 401(k) Plan). 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.


                                      -24-
<PAGE>   31
                                    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 participant's beneficiary will be treated as a
participant for purposes of the Plan, except as follows:


                                      -25-
<PAGE>   32
      (a)   The participant (or beneficiary) may not share in any Employer
            contributions, except as specifically provided in subsection 3.1.

      (b)   The participant's beneficiary cannot designate a beneficiary under
            subsection 11.7.

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.


                                      -26-
<PAGE>   33
                                    SECTION 9

                   IN-SERVICE WITHDRAWALS AND PARTICIPANT LOANS


9.1.  In-Service Withdrawals

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 (other than the participant's ESOP stock account and ESOP
cash account) 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 of the accounting date coincident with or
next following 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.

9.2   Participant Loans

As of the Effective Date, loans to participants are no longer permitted. The
Committee will continue to administer any participant loans outstanding as of
the Effective Date.


                                      -27-
<PAGE>   34
                                   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), (b), or (c), 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 vested employer discretionary
            contribution subaccount, vested ESOP stock subaccount, supplemental
            contribution account and Drovers transfer account, shall be
            nonforfeitable and shall be distributable to the participant under
            Section 11.

      (b)   The balances in the participant's employer discretionary
            contribution subaccount, regular ESOP stock subaccount and ESOP cash
            account (referred to collectively for the purposes of this
            subsection 10.2 and subsection 13.2 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


                                      -28-
<PAGE>   35
                  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 and ESOP accounts, 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.

            (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)


                                      -29-
<PAGE>   36
                  the date that the participant incurs five consecutive one year
                  breaks in service (as defined in subsection 13.2). 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 loan contributions otherwise required under the Plan, (2)
allocated to participants' accounts in accordance with subsection 3.1, or (3)
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 13.3 shall apply.


                                      -30-
<PAGE>   37
                                   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 (with the exception of the balance in his Drovers
transfer account, which shall be distributed in accordance with the provisions
of Supplement A) 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. However, the period over which
distribution of a participant's ESOP stock account and ESOP cash account may be
made shall be increased by one year, up to five additional years, for each
$145,000 (or fraction thereof) by which the total balance of the participant's
ESOP stock account and ESOP cash account exceeds $725,000. The aforementioned
dollar amounts shall be subject to cost-of-living adjustments prescribed by the
Secretary of the Treasury.

In accordance with subsection 11.5, 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 paragraph 11.4(c). 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.


                                      -31-
<PAGE>   38
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.


11.3. DISTRIBUTION OF COMPANY STOCK

Subject to rules established by the Committee, with respect to a distribution
under subsection 11.1, subject to subsection 11.4, a participant (or the
participant's beneficiary) will receive an in-kind distribution of the shares of
Company stock allocated to the participant's ESOP stock account, except that any
fractional shares in the participant's ESOP stock account shall be paid in cash.
Notwithstanding a participant's right to demand distribution of his ESOP stock
account in the form of shares of Company stock, if the Company's charter or
bylaws restricts the ownership of the Company Stock to the employees or a trust
described in Section 401(a) of the Code or if the Company elects S-corporation
status, participants will not have the right to demand distribution in the form
of shares of Company stock and distributions may be made in the form of cash.
Any amounts transferred from Company stock to one or more of the investment
funds under subsection 5.3 may not be available for distribution in the form of
Company stock. Company stock distributed pursuant to this subsection shall be
subject to the provisions of Section 12.


11.4. TIMING OF DISTRIBUTIONS

Distribution of the balance of a participant's accounts shall be made or shall
commence as follows:

      (a)   Interests other than Company stock.  Payment of a participant's
            account balances (other than the participant's ESOP stock
            account) will be made 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.


                                      -32-
<PAGE>   39
      (b)   Company stock. The distribution of amounts representing the shares
            of Company stock allocated to a participant's ESOP stock account
            will be made as follows:

            (i)   Distribution upon retirement or death. Unless an earlier date
                  is required by paragraph (c) or (d) below, or the participant
                  elects a later date if a participant terminates employment
                  under paragraph 8.1(a) or (b), if a participant retires or
                  dies while in the employ of an Employer or a Controlled Group
                  Member, distribution of the participant's ESOP stock account
                  (including amounts invested in Company stock pursuant to
                  subsection 5.2) will be made or will commence no later than
                  one year following the close of the plan year during which the
                  participant's settlement date occurs.

            (ii)  Distribution upon resignation or dismissal. Unless an earlier
                  date is required by paragraph (c) or (d), if a participant's
                  settlement date occurs under paragraph 8.1(d), distribution of
                  the participant's ESOP stock account (including amounts
                  invested in Company stock pursuant to subsection 5.2) will be
                  made or will commence by the later of (A) or (B):

                  (A)   one year following the close of the plan year which is
                        the fifth plan year following the plan year in which the
                        participant's settlement date has occurred, unless the
                        participant is reemployed by an Employer or a Controlled
                        Group Member before such year; or

                  (B)   the earlier of:

                        (1)   one year following the close of the plan year in
                              which an acquisition loan is fully repaid with
                              respect to the Company Stock acquired with the
                              proceeds of such acquisition loan; or


                                      -33-
<PAGE>   40
                        (2)   one year following the close of the plan year in
                              which the participant attains normal retirement
                              age.

            (iii) Distributions to beneficiary upon death. Notwithstanding the
                  provisions of subparagraphs (i) and (ii) above, distributions
                  upon the death of a participant shall be made in accordance
                  with the requirements of paragraph (d) below and shall
                  otherwise comply with Section 401(a)(9) of the Code and any
                  regulations issued thereunder.

      (c)   Mandatory cash-outs; consent. 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 regular accounting date
            next following 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.

      (d)   Required commencement date. 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 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


                                      -34-
<PAGE>   41
            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
            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 while still employed by an Employer or a Controlled Group
            Member before January 1, 1999 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.

11.5. DIRECT ROLLOVERS

Certain 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. Notwith-


                                      -35-
<PAGE>   42
            standing the immediately preceding sentence, an eligible rollover
            distribution includes only those amounts that would be includable 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
            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


                                      -36-
<PAGE>   43
            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.


11.6. 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).


11.7. 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 CTFG Profit Sharing Plan
and/or CTFG ESOP or 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' 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


                                      -37-
<PAGE>   44
            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:

      (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.


11.8. 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


                                      -38-
<PAGE>   45
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;

      (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.


11.9. 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.


                                      -39-
<PAGE>   46
                                   SECTION 12

               RIGHTS, RESTRICTIONS, AND OPTIONS ON COMPANY STOCK



12.1.    RIGHT OF FIRST REFUSAL

Subject to the provisions of the last sentence of this subsection, shares of
Company stock distributed to participants pursuant to subsection 11.3 shall be
subject to a "right of first refusal." The right of first refusal shall provide
that, prior to any subsequent transfer, the participant (or the participant's
beneficiary) must first make a written offer of such Company stock to the Trust
and to the Company at the then fair market value of such Company stock, as
determined by an "independent appraiser" (as defined in Section 401(a)(28) of
the Code). The Trust shall have the first priority to exercise the right to
purchase the Company stock, and then the Company shall have second priority to
exercise the right. A bona fide written offer from an independent prospective
buyer shall be deemed to be the fair market value of such Company stock for this
purpose, unless the value per share, as determined by the independent appraiser
as of the December 31 accounting date of the immediately preceding plan year, is
greater. The Company and the Trust shall have a total of 14 days (from the date
the offer is first received by the Company or the trust) to exercise the right
of first refusal on the same terms offered by the prospective buyer. A
participant (or the participant's beneficiary) entitled to a distribution of
Company stock may be required to execute an appropriate stock transfer agreement
(evidencing the right of first refusal) prior to receiving a certificate for
Company stock. No right of first refusal shall be exercisable by reason of any
of the following transfers:

         (a)      The transfer upon disposition of any such shares by any legal
                  representative, heir or legatee, but the shares shall remain
                  subject to the right of first refusal;

         (b)      The transfer by a participant or a participant's beneficiary
                  in accordance with the put option pursuant to subsection 12.2;
                  or

         (c)      The transfer while Company stock is listed on a national
                  securities exchange registered under Section 6 of the
                  Securities Exchange Act of 1934 or quoted on a system
                  sponsored by a national securities association registered
                  under Section 15A(b) of the Securities Exchange Act of 1934.

                                      -40-
<PAGE>   47
12.2.    PUT OPTION

The Company shall issue a "put option" to each participant (or each
participant's beneficiary) who receives a distribution of Company stock if, at
the time of such distribution, Company stock is not then readily tradable on an
established market, as defined in Section 409(h) of the Code and the regulations
thereunder. The put option shall permit the participant (or the participant's
beneficiary) to sell such Company stock at its then fair market value, as
determined by an independent appraiser in accordance with the provisions of
subsection 6.9, to the Company at any time during the sixty-day period
commencing on the date the Company stock was distributed to the participant (or
the participant's beneficiary), and, if not exercised within that period, the
put option will temporarily lapse. The Company, in its sole discretion, may
extend the sixty-day period referred to in the immediately preceding sentence if
such an extension is necessary in order for the Company stock to be valued by an
independent appraiser as of the applicable accounting date coincident with or
immediately preceding the date the Company stock was distributed to the
recipient. As of the semi-annual valuation date in the plan year following the
plan year in which such temporary lapse of the put option occurs, the
independent appraiser shall determine the value of the Company stock in
accordance with the provisions of subsection 6.9, and the Committee shall notify
each distributee who did not exercise the initial put option prior to its
temporary lapse in the preceding plan year of the revised value of the Company
stock. The time during which the put option may be exercised shall recommence on
the date such notice or revaluation is given and shall permanently terminate
sixty days thereafter. Notwithstanding the previous provisions, if the Company's
charter or bylaws restricts the ownership of the Company Stock to the employees
or a trust described in Section 401(a) of the Code or if the Company has elected
S-corporation status and a participant receives a distribution in the form of
Company stock, the participant will be required to immediately put the shares to
the Company on the date of distribution and shall not have two 60-day periods in
which to put the shares. The Trustee may be permitted by the Company to purchase
Company stock put to the Company under a put option.

At the option of the Company or the Trustee, as the case may be, the payment for
Company stock sold pursuant to a put option shall be made, as determined in the
discretion of the Company or the Trustee, as the case may be, in the following
forms:

         (a)      If a participant's ESOP stock account is distributed in a
                  total distribution (that is, a distribution within one taxable
                  year of the balance to the credit of the participant's ESOP
                  stock account), then payment for such Company stock may be
                  made with a promissory note that provides for substantially
                  equal annual installments commencing within thirty days from
                  the date of the exercise of the put option and over a period
                  not exceeding five years, with interest payable at a
                  reasonable rate (as determined by the Company) on


                                      -41-
<PAGE>   48
                  any unpaid installment balance, with adequate security
                  provided, and without penalty for any prepayment of such
                  installments; or

         (b)      In a lump sum no later than thirty days after such participant
                  exercises the put option.

At the direction of the Committee, the Trustee on behalf of the Trust may offer
to purchase any shares of Company stock (which are not sold pursuant to a put
option) from any former participant or beneficiary at any time in the future, at
their then fair market value.


12.3.    SHARE LEGEND

Shares of Company stock held or distributed by the Trustee may include such
legend restrictions on transferability as the Company may reasonably require in
order to assure compliance with applicable Federal and state securities laws.


12.4.    NONTERMINABLE RIGHTS

The provisions of this Section 12 shall continue to be applicable to shares of
Company stock even if the applicable portion of the Plan ceases to be an
employee stock ownership plan within the meaning of Section 4975(e)(7) of the
Code.



                                      -42-
<PAGE>   49
                                   SECTION 13

                                  REEMPLOYMENT


13.1.    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.

13.2.    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.


                                      -43-
<PAGE>   50
13.3.    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 discretionary contribution account, regular ESOP
stock subaccount and ESOP cash 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 of the regular accounting date immediately 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 discretionary
                  contribution account, and ESOP employer subaccount 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 of
                  the regular accounting date coincident with or next following
                  the date of repayment.

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

                                      -44-
<PAGE>   51
                                   SECTION 14

                      VOTING AND TENDERING OF COMPANY STOCK

The voting of Company stock held in the trust, and if a tender offer is made for
Company stock, the tendering of such shares, shall be subject to the provisions
of ERISA and the following provisions, to the extent such provisions are not
inconsistent with ERISA:

         (a)      Allocated shares. For purposes of this Section, shares of
                  Company stock shall be deemed to be allocated and credited to
                  a participant's ESOP stock account in an amount to be
                  determined based on the balance in such account on the
                  accounting date coincident with or next preceding the record
                  date of any vote or tender offer.

         (b)      Voting of Company stock. With respect to any corporate matter
                  which involves the voting of Company stock with respect to the
                  approval or disapproval of any corporate merger or
                  consolidation, recapitalization, reclassification,
                  liquidation, dissolution, sale of substantially all of the
                  assets of a trade or business, or such other transactions
                  which may be prescribed by regulation, each participant may be
                  entitled to direct the Trustee as to the exercise of any
                  voting rights attributable to shares of Company stock then
                  allocated to his ESOP stock account, but only to the extent
                  required by Sections 401(a)(22) and 409(e)(3) of the Code and
                  the regulations thereunder. The Committee shall have the sole
                  responsibility for determining when a corporate matter has
                  arisen that involves the voting of Company stock under this
                  provision. If a participant is entitled to so direct the
                  Trustee, all allocated Company stock as to which such
                  instructions have been received (which may include an
                  instruction to abstain) shall be voted by the Trustee in
                  accordance with such instructions, provided that the Trustee
                  may vote the shares as it determines is necessary to fulfill
                  their fiduciary duties under ERISA. The Trustee shall vote any
                  shares of Company stock held in the unreleased stock account,
                  or any allocated shares of Company stock as to which no voting
                  instructions have been received in accordance with the
                  directions of the Committee, provided, however, that the
                  Trustee may vote the shares as they determine is necessary to
                  fulfill their fiduciary duties.



         (c)      Tendering of Company stock. In the event of a tender offer for
                  shares of Company stock held by the Trust, the Trustee shall
                  tender


                                      -45-
<PAGE>   52
                  the shares in their sole discretion, subject to the fiduciary
                  duties under ERISA.

In carrying out its responsibilities under this Section, the Trustee may rely on
information furnished to it by the Committee, including the names and current
addresses of participants, the number of shares of Company stock allocated to
their accounts, and the number of shares of Company stock held by the Trustee
that have not yet been allocated.


                                      -46-
<PAGE>   53
                                   SECTION 15

                               GENERAL PROVISIONS


15.1.    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).


15.2.    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.


15.3.    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.


15.4     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
15.5.    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.


15.6.    WAIVER OF NOTICE

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


15.7.    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.


15.8.    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.


15.9.    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.


15.10    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
15.11    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.


15.12    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.


15.13    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.


15.14    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.


15.15    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


                                      -49-
<PAGE>   56
their 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 16

          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 17

                            AMENDMENT AND TERMINATION


17.1.    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 16, 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.


17.2.    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.


17.3.    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. The Committee
shall specify the date of such termination or partial termination as a special
accounting date. 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
17.4     NOTICE OF TERMINATION

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


17.5.    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 18

                                  THE COMMITTEE



18.1.    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.


18.2.    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 Committee


                                      -56-
<PAGE>   63
                  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.


18.3.    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.


18.4.    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.


18.5.    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
18.6.    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.


18.7.    UNIFORM RULES

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


18.8.    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.


18.9.    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.


18.10    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.


18.11    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 19

                 SPECIAL RULES APPLICABLE WHEN PLAN IS TOP-HEAVY



19.1     PURPOSE AND EFFECT

The purpose of this Section 19 is to comply with the requirements of Section 416
of the Code. The provisions of this Section 19 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.


19.2     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 19.4:

         (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 19.4.

         (c)      The present value of the cumulative accrued benefits of
                  participants calculated under any defined benefit plan
                  included in subsection 19.4.

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


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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.


19.3     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).


19.4     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


                                      -62-
<PAGE>   69
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.


19.5     MINIMUM EMPLOYER CONTRIBUTION

Subject to the following provisions of this subsection and subsection 19.7, 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 earnings (as defined in subsection 3.5) 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). 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.


19.6     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 19.5 shall not apply, and the minimum
benefit to be provided to each such participant in accordance with this Section
19 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 19.5) under this Plan and any other
tax-qualified defined contribution plan maintained by an Employer.


19.7     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 19.6, such


                                      -63-
<PAGE>   70
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 19.6.

                                      -64-
<PAGE>   71
                                  SUPPLEMENT A


             A-1. Purpose, Application and Definitions. The purpose of this
Supplement A is to modify and supplement the terms and provisions of the Plan
document as applied to Participants for whom the Committee maintains a Drovers
Transfer Account. Unless the context of the Plan document or this Supplement A
clearly implies or indicates to the contrary, a word, term or phrase used or
defined in this Plan document is similarly used or defined in this Supplement A.

             A-2. Distribution of Drovers Transfer Accounts. Subject to the
provisions of subsection A-3, the balance of the Participant's Drovers Transfer
Account will be distributed by payment in a lump sum.

             A-3. Revocation of Joint and Survivor Annuity Form. If a
Participant is legally married under the laws of any jurisdiction on his
Termination Date, his Account balances shall be paid in the form of a Joint and
Survivor Annuity (as defined below), subject to the following provisions of this
subsection. As soon as practicable after a married Participant's Termination
Date, the Committee will provide him with election information consisting of:

             (a)          a written description of the Joint and Survivor
                          Annuity and the relative financial effect of payment
                          of his Account balances in that form; and

             (b)          a notification of the right to waive payment in that
                          form, the rights of his spouse with respect to such
                          waiver and the right to revoke such waiver.

The Committee may make such election information available to a Participant by:

                          (i)          personal delivery to him;

                          (ii)         first-class mail, postage prepaid,
                                       addressed to the Participant at his last
                                       known address as shown on his Employer's
                                       records; or

                          (iii)        permanent posting on a bulletin board
                                       located at the Participant's work site.

             During an election period commencing on the date the Participant
receives such election information and ending on the later of the 90th day
thereafter or the date as of which his benefits are to commence, a Participant
may waive payment in the Joint and Survivor Annuity form and elect payment in
the form described in subsection A-2; provided that, the Participant's surviving
spouse, if any, has consented in writing to such waiver and the spouse's consent
acknowledges the effect of such revocation and is


                                       A-1
<PAGE>   72
witnessed by a notary public. A Participant may, at any time during his election
period revoke any prior waiver of the Joint and Survivor Annuity form. A
Participant may request, by writing filed with the Committee during his election
period, an explanation, written in nontechnical language, of the terms,
conditions and financial effect (in terms of dollars per monthly benefit
payment) of payment in the Joint and Survivor Annuity form. If not previously
provided to the Participant, the Committee shall provide him with such
explanation within 30 days of his request by one of the methods described in
paragraphs (i) or (ii) next above, and the Participant's election period will be
extended, if necessary, to include the 90th day next following the date on which
he receives such explanation. The term "Joint and Survivor Annuity" means an
annuity for the life of the Participant with a survivor annuity for the life of
his surviving spouse which is equal to 50 percent of the amount of the annuity
payable during the joint lives of the Participant and his spouse and which is
the actuarial equivalent of a single life annuity for the life of the
Participant. No distribution shall be made from a Participant's Drover Transfer
Account until his election period has terminated. Notwithstanding the foregoing,
if the Participant's distributable Account balances are less than $5,000, the
Committee may direct the Trustees to immediately distribute such benefits in a
lump sum without such Participant's consent.

             A-4. Pre-Retirement Survivor Annuity. The term "Pre-Retirement
Survivor Annuity" means an annuity for the life of the Participant's surviving
spouse, the payments under which must be equal to the amount of benefit which
can be purchased with the balance in the Participant's Drover Transfer Account
as of the date of his death. Payment of such benefits will commence as soon as
practicable after the date of the Participant's death, unless the surviving
spouse elects a later date. Any election to waive the Pre-Retirement Survivor
Annuity must be made by the Participant in writing during the election period
described herein and shall require the spouse's consent in the same manner
provided for in subsection A-3. The election period to waive the Pre-Retirement
Survivor Annuity shall begin on the first day of the plan year in which the
Participant attains age 35 and end on the date of the Participant's death. In
the event a Participant separates from service prior to the beginning of the
election period, the election period shall begin on the date of such separation
from service. In connection with the election, the Committee shall provide each
Participant within the period beginning with the first day of the plan year in
which the Participant attains age 32 and ending with the close of the plan year
preceding the plan year in which the Participant attains age 35, a written
explanation of the Pre-Retirement Survivor Annuity containing comparable
information to that required pursuant to the provisions of paragraphs A-3(a) and
(b). If the Participant enters the Plan after the first day of the plan year in
which the Participant attained age 32, the Committee shall provide notice no
later than the close of the second plan year following the entry of the
Participant into the Plan. If the distributable balance of the Participant's
Accounts is less than $5,000, the Committee may direct the Trustees to
immediately distribute such amount to the Participant's spouse. If the value
exceeds $5,000, an immediate distribution


                                       A-2
<PAGE>   73
of the entire amount may be made to the surviving spouse, provided such
surviving spouse consents in writing to such distribution.

                                       A-3