<PAGE>

                                                                    EXHIBIT 10.V

                                      THE
                    LIBERTY NATIONAL LIFE INSURANCE COMPANY
                  PENSION PLAN FOR NON-COMMISSIONED EMPLOYEES


                 (Amended and Restated as of January 1, 1989)

  (Including Amendments Effective as of January 1, 1991, January 1, 1993 and
                                January 1, 1994)

                         (Conformed Copy Including all
                      Amendments Through Amendment Four)
<PAGE>

                                  BACKGROUND
                                  ----------

          Effective as of January 1, 1986, The Liberty National Life Insurance
Company (the "Company") established a defined benefit pension plan ("Plan")
intended to be qualified pursuant to the provisions of the Internal Revenue Code
of 1986, as amended.  The Plan is intended to provide eligible non-commissioned
employees of the Company, and those of any affiliate which adopts the Plan, with
a supplemental source of retirement income.

          Effective as of January 1, l989, the Plan was amended and restated to
comply with the Tax Reform Act of l986.  The Plan was further amended effective
January 1, 1991, January 1, 1993 and January 1, 1994.

          The benefit under the Plan of any participant who terminates
employment or becomes disabled shall be determined in accordance with the
provisions of the Plan as in effect on the date of such termination of
employment or disability.

                                      -i-
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                               TABLE OF CONTENTS
                               -----------------

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BACKGROUND..............................................................     i

TABLE OF CONTENTS.......................................................    ii

ARTICLE I:  DEFINITIONS.................................................   I-1

     "Accrued Retirement Benefit".......................................   I-1
     "Actuarial Equivalent".............................................   I-1
     "Administrative Committee".........................................   I-1
     "Administrator"....................................................   I-1
     "Affiliate"........................................................   I-1
     "Beneficiary"......................................................   I-2
     "Benefit Commencement Date"........................................   I-2
     "Board of Directors" or "Board"....................................   I-2
     "Code".............................................................   I-2
     "Company"..........................................................   I-2
     "Comparable Plan"..................................................   I-2
     "Compensation".....................................................   I-2
     "Covered Compensation".............................................   I-2
     "Credited Service".................................................   I-3
     "Deferred Retirement"..............................................   I-3
     "Defined Benefit Plan".............................................   I-3
     "Defined Contribution Plan"........................................   I-3
     "Disability".......................................................   I-3
     "Early Retirement".................................................   I-3
     "Effective Date"...................................................   I-3
     "Eligible Employee"................................................   I-3
     "Employee".........................................................   I-3
     "Employer".........................................................   I-3
     "Employment".......................................................   I-4
     "Employment Commencement Date".....................................   I-4
     "Entry Date".......................................................   I-4
     "ERISA"............................................................   I-4
     "Final Average Compensation".......................................   I-4
     "Hour of Service"..................................................   I-4
     "Investment Manager"...............................................   I-5
     "Non-Vested Separation"............................................   I-5
     "Normal Retirement"................................................   I-5
     "Normal Retirement Age"............................................   I-6
     "Normal Retirement Date"...........................................   I-6
     "One Year Break in Service"........................................   I-6
     "Participant"......................................................   I-6
     "Participating Affiliates".........................................   I-6
     "Plan".............................................................   I-6
     "Plan Year"........................................................   I-6
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     "Profit Sharing and Retirement Plan Annuity"....................     I-6
     "Qualified Joint and Survivor Annuity"..........................     I-7
     "Qualified Plan"................................................     I-7
     "Qualified Pre-Retirement Survivor Annuity".....................     I-7
     "Retirement Benefit"............................................     I-7
     "Social Security Offset Percentage".............................     I-7
     "Social Security Retirement Age"................................     I-8
     "Special Average Earnings"......................................     I-8
     "Spouse"........................................................     I-8
     "Surviving Spouse"..............................................     I-8
     "Trust" or "Trust Fund".........................................     I-8
     "Trust Agreement"...............................................     I-8
     "Trustee".......................................................     I-8
     "Vested Separation".............................................     I-8
     "Vesting Service"...............................................     I-9
     "Year of Service"...............................................     I-9

ARTICLE II:  PARTICIPATION...........................................    II-1

     2.1       Admission as a Participant............................    II-1
     2.2       Reemployment..........................................    II-1
     2.3       Termination of Participation..........................    II-1

ARTICLE III:  RETIREMENT BENEFIT.....................................   III-1

     3.1       Retirement Benefit Formula............................   III-1
     3.2       Rules for Determining Years of Credited Service.......   III-2
     3.3       Limitation on Benefits................................   III-3

ARTICLE IV:  VESTING.................................................    IV-1

     4.1       Determination of Vesting..............................    IV-1
     4.2       Rules for Crediting Vesting Service...................    IV-1
     4.3       Retirement Benefit Forfeitures........................    IV-2
     4.4       Vesta Insurance Group, Inc............................    IV-2
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                                     -iii-
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ARTICLE V:   AMOUNT AND COMMENCEMENT OF RETIREMENT BENEFITS................    VI-1

     5.1       Determination of Amount of Retirement Benefits..............     V-1
     5.2       Suspension of Payments on Resumption of Employment..........     V-3
     5.3       Limitation on Commencement of Benefits......................     V-3

ARTICLE VI:  FORMS OF PAYMENT OF RETIREMENT BENEFIT........................    VI-1

     6.1       Methods of Distribution.....................................    VI-1
     6.2       Election of Optional Forms..................................    VI-2
     6.3       Direct Rollovers............................................    VI-3

ARTICLE VII:  DEATH BENEFITS...............................................   VII-1

     7.1       Eligibility for Pre-Retirement Death Benefit................   VII-1
     7.2       Form of Pre-Retirement Death Benefit........................   VII-2
     7.3       Election to Waive...........................................   VII-2
     7.4       Beneficiaries...............................................   VII-3
     7.5       After-Death Distribution Rules..............................   VII-3

ARTICLE VIII:  CONTRIBUTIONS AND FORFEITURES...............................  VIII-1

     8.1       Contribution by the Company.................................  VIII-1
     8.2       Contributions by Employees..................................  VIII-1
     8.3       Forfeitures.................................................  VIII-1
     8.4       Return of Employer Contributions under Special
               Circumstances...............................................  VIII-1

ARTICLE IX:  FIDUCIARIES...................................................    IX-1

     9.1       Named Fiduciaries...........................................    IX-1
     9.2       Employment of Advisers......................................    IX-1
     9.3       Multiple Fiduciary Capacities...............................    IX-1
     9.4       Reliance....................................................    IX-1
     9.5       Scope of Authority and Responsibility.......................    IX-2

ARTICLE X:  TRUSTEE........................................................     X-1
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                                     -iv-
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     10.1      Trust Agreement.............................................     X-1
     10.2      Assets in Trust.............................................     X-1

ARTICLE XI:  ADMINISTRATIVE COMMITTEE......................................    XI-1

     11.1      Appointment and Removal of Administrative Committee.........    XI-1
     11.2      Officers of Administrative Committee........................    XI-1
     11.3      Action by Administrative Committee..........................    XI-1
     11.4      Rules and Regulations.......................................    XI-1
     11.5      Powers......................................................    XI-1
     11.6      Information from Participants...............................    XI-2
     11.7      Reports.....................................................    XI-2
     11.8      Authority to Act............................................    XI-2
     11.9      Liability for Acts..........................................    XI-3
     11.10     Compensation and Expenses...................................    XI-3
     11.11     Indemnity...................................................    XI-3
     11.12     Denied Claims...............................................    XI-3

ARTICLE XII:  PLAN AMENDMENT OR TERMINATION................................   XII-1

     12.1      Plan Amendment..............................................   XII-1
     12.2      Limitations on Plan Amendment...............................   XII-1
     12.3      Right of the Employer to Terminate Plan.....................   XII-1
     12.4      Effect of Partial or Complete Termination...................   XII-1
     12.5      Allocation of Assets........................................   XII-2
     12.6      Residual Assets.............................................   XII-2
     12.7      Limitations Applicable to Certain Highly Paid Participants..   XII-3

ARTICLE XIII:  MISCELLANEOUS PROVISIONS....................................  XIII-1

     13.1      Exclusive Benefit of Participants...........................  XIII-1
     13.2      Plan Not a Contract of Employment...........................  XIII-1
     13.3      Source of Benefits..........................................  XIII-1
     13.4      Benefits Not Assignable.....................................  XIII-1
     13.5      Domestic Relations Orders...................................  XIII-1
     13.6      Benefits Payable to Minors, Incompetents and Others.........  XIII-2
     13.7      Merger or Transfer of Assets................................  XIII-2
     13.8      Participation in the Plan by an Affiliate...................  XIII-2
     13.9      Action by Employer..........................................  XIII-3
     13.10     Provision of Information....................................  XIII-3
     13.11     Controlling Law.............................................  XIII-3
     13.12     Conditional Restatement.....................................  XIII-3
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                                      -v-
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     13.13     Rules of Construction.......................................  XIII-3
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APPENDIX A - TOP-HEAVY PROVISIONS

                                     -vi-
<PAGE>

                                   ARTICLE I
                                  DEFINITIONS
                                  -----------

          Each of the following terms shall have the meaning set forth in this
Article I for purposes of this Plan:

          Accrued Retirement Benefit:  As of any date, the Retirement Benefit of
          --------------------------
a Participant calculated pursuant to the provisions of Article III as if the
Participant's Employment terminated on such date, but in no event less than the
Accrued Retirement Benefit to which the Participant would have been entitled had
he terminated employment on December 31, 1988 under the provisions of the Plan
as then in effect.

          Actuarial Equivalent:  An amount or a benefit of equivalent current
          --------------------
value to the Retirement Benefit which would otherwise be provided a Participant,
determined on the basis of the following actuarial assumptions:

          (a) Mortality - for both sexes, the male 1971 Individual Annuity
     Mortality Table, with an age set back of one year.

          (b) Interest - the applicable interest rate utilized by the Pension
     Benefit Guaranty Corporation to value immediate and deferred annuities,
     whichever is applicable, at the time the payment of such benefit commences
     or such amount is distributed.

          Administrative Committee:  The committee appointed by the Board
          ------------------------
pursuant to, and having the responsibilities specified in, Article XI of the
Plan.

          Administrator:  The Company or Committee appointed by the Board of
          -------------
Directors pursuant to, and having the responsibilities specified in, Article XI
of the Plan.

          Affiliate:  Any corporation or unincorporated trade or business (other
          ---------
than the Company) while it is:

          (a) a member of a "controlled group of corporations" (within the
     meaning of Code (S) 414(b)) of which the Company is a member;

          (b) a trade or business under "common control" (within the meaning of
     Code (S) 414(c)) with the Company;

          (c) a member of an "affiliated service group" (within the meaning of
     Code (S) 414(m)) which includes the Company; or

          (d) any other entity required to be aggregated with the Company under
     Code (S) 4l4(o).

                                      I-1
<PAGE>

          Beneficiary:  A person other than a Participant entitled to receive
          -----------
any payment of benefits pursuant to the terms of this Plan.

          Benefit Commencement Date:  The date, determined under Article V, as
          -------------------------
of which a Participant or a Beneficiary receives or begins to receive, as the
case may be, payment of his benefits under the Plan.

          Board of Directors or Board:  The Board of Directors of the Company.
          ---------------------------

          Code:  The Internal Revenue Code of 1986, as now in effect or as
          ----
amended from time to time.  A reference to a specific provision of the Code
shall include such provision and any applicable regulation pertaining thereto.

          Company:  Liberty National Life Insurance Company, or any successor
          -------
thereto by consolidation, merger, transfer of assets or otherwise.

          Comparable Plan:  A plan of the same type as described in Treasury
          ---------------
Regulation (S) 1.381(c)(11)-1(d)(4).

          Compensation:  The total cash compensation paid to an Employee during
          ------------
a calendar year by his Employer, including salary, wages, bonuses, any amounts
not paid directly and currently in cash to an Employee but paid for the benefit
of an Employee through a "salary reduction" agreement in conjunction with one or
more welfare plans of the Employer and the total amount deferred pursuant to an
Employee's election under a "cash or deferred arrangement" in conjunction with
one or more qualified retirement plans of the Employer, but excluding:

          1)  any reimbursement of or allowances for expenses;
          2)  Employer contributions to any form of employee retirement,
     pension, profit sharing or thrift plan;
          3)  director's fees;
          4)  annual service awards;
          5)  deferred compensation accrued under any nonqualified deferred
     compensation agreement or contract or any amendment or replacement thereof;
          6)  commissions; and
          7)  payments made to any Employee after such Employee's separation
     from service, in the form of severance benefits.

          The determination of Compensation will be in accordance with records
maintained by the Employer and shall be conclusive.  Anything in this definition
to the contrary notwithstanding, the Compensation taken into account for a
Participant for Plan purposes for any Plan Year beginning after December 31,
1993 shall not exceed $150,000 (or such adjusted amount as may be prescribed for
such Plan Year pursuant to Code (S) 401(a)(17)).

          Covered Compensation:  The average of the annual contribution and
          --------------------
benefits base

                                      I-2
<PAGE>

under Section 230 of the Social Security Act for each year for the thirty-five
year period ending in the year the Participant reaches Social Security
Retirement Age (SSRA), except for a Participant who separates before attainment
of SSRA the base for the year of separation will be assumed to be the base for
all future years to SSRA without increases or adjustments.

          Credited Service:  The Years of Service for computation of the amount
          ----------------
of a Participant's Retirement Benefit as defined in Article III.

          Deferred Retirement:  Termination of Employment of a Participant after
          -------------------
his Normal Retirement Date.

          Defined Benefit Plan:  A plan of the type defined in Code (S) 414(j)
          --------------------
maintained by the Company or an Affiliate, as applicable.

          Defined Contribution Plan:  A plan of the type defined in Code (S)
          -------------------------
414(i) maintained by the Company or an Affiliate, as applicable.

          Disability:  Total and permanent disability for a period of at least
          ----------
six months as defined by the group disability benefit plan maintained by the
Participant's Employer.

          Early Retirement:  Termination of Employment, other than by reason of
          ----------------
Disability or death, of a Participant prior to Normal Retirement Age who has
completed at least 15 full years of Vesting Service and has attained the age of
55.

          Effective Date:  The Effective Date of this Amended and Restated Plan
          --------------
shall be January 1, 1989.  The original effective date of the Plan was January
1, 1986.

          Eligible Employee:  All Employees of an Employer other than (a) any
          -----------------
individual whose duties include selling products of the Company or an Affiliate
on a commissioned basis; (b) Employees included in a unit of employees covered
by a collective bargaining agreement between the Employer and the employee
representatives in the negotiation of which retirement benefits were the subject
of good faith bargaining, unless such bargaining agreement provides for
participation in the Plan; and (c) leased employees within the meaning of Code
(S) 414(n)(2); and (d) any Employee of the Company whose Employment Commencement
Date occurred on or after January 1, 1995.

          Employee:  Any individual who, under the usual common law rules
          --------
applicable in determining the employer-employee relationship, has the status of
an employee of the Company or an Affiliate including leased employees within the
meaning of Code (S) 414(n)(2).  Notwithstanding the foregoing, if such leased
employees do not constitute more than twenty percent of the Employer's nonhighly
compensated work force within the meaning of Code (S) 414(n)(5)(C)(ii), the term
"Employee" shall not include those leased employees covered by a plan described
in Code (S) 414(n)(5) unless otherwise provided by the terms of this Plan.

                                      I-3
<PAGE>

          Employer:  The Company and each Affiliate participating in the Plan
          --------
pursuant to Section 13.8.

          Employment:  An Employee's employment with the Company or an Affiliate
          ----------
or, to the extent determined by the Administrator, any predecessor of any of
them.

          Employment Commencement Date:  The date on which an Employee was first
          ----------------------------
credited with an Hour of Service.

          Entry Date:  The first day of the payroll period following the date
          ----------
the Eligible Employee has satisfied the requirements of Section 2.1.1.

          ERISA:  The Employee Retirement Income Security Act of 1974, as
          -----
amended from time to time.  Reference to a specific provision of ERISA shall
include such provision and any applicable regulation pertaining thereto.

          Final Average Compensation:  The highest average of the Participant's
          --------------------------
annual Compensation for any five consecutive full calendar years of Employment
during the 10 consecutive calendar years of Employment immediately preceding the
Participant's termination of Employment, provided that any service credited for
a period of Disability shall be disregarded in determining such 10 consecutive
years.  In the event the Participant does not have at least five full calendar
years of Employment, Final Average Compensation shall mean the average annual
Compensation for the Participant's total number of full years of Employment.  A
Participant's annual Compensation, without annualization, during the part of the
calendar year immediately preceding his termination of Employment will be
treated as his annual Compensation for a full calendar year for the purpose of
this Section if that produces a higher average.  If a Participant is rehired and
is entitled to the reinstatement of prior Credited Service and Vesting Service
and does not have at least five full consecutive years of annual Compensation
after he is rehired, then his Final Average Compensation shall mean the average
of the annual Compensation for the Participant's last five complete calendar
years of Employment.

          Hour of Service:
          ---------------

          (a) Each hour for which an Employee is paid, or entitled to payment,
     for the performance of duties for an Employer (or an Affiliate in the case
     of an Employee who has transferred his Employment to the Employer from such
     Affiliate) during the applicable computation period.

          (b) Each hour for which an Employee is paid, or entitled to payment,
     by an Employer (or an Affiliate in the case of an Employee who has
     transferred his Employment to the Employer from such Affiliate) on account
     of a period of time during which no duties are performed (irrespective of
     whether the employment relationship has terminated) due to vacation,
     holiday, illness, incapacity (including Disability), lay-off, jury duty,
     military duty or leave of absence. An hour for which an Employee is
     directly or indirectly

                                      I-4
<PAGE>

     paid or entitled to payment on account of a period during which no duties
     are performed is not credited to the Employee if such payment is made or
     due under a plan maintained solely for the purpose of providing severance
     benefits or complying with the applicable unemployment compensation laws.
     Hours of Service are not credited for a payment which solely reimburses an
     Employee for medical or medically related expenses incurred by the
     Employee.

          (c) Each hour for which back pay, irrespective of mitigation of
     damages, is either awarded or agreed to by an Employer (or an Affiliate in
     the case of an Employee who has transferred his Employment to the Employer
     from such Affiliate).  The same Hours of Service shall not be credited both
     under paragraph (a) or paragraph (b), as the case may be, and under this
     paragraph (c).

          (d) If, in accordance with standard personnel policies applied in a
     non-discriminatory manner to all Employees similarly situated, an Employer
     determines in writing that an Employee's approved, unpaid leave of absence
     furthers the interest of the Employer, each hour for which the Employee on
     the approved unpaid leave of absence would normally have received credit
     under this Plan if he had been working in his regular employment for the
     Employer (or an Affiliate in the case of an Employee who has transferred
     his Employment to the Employer from such Affiliate).

          (e) An Employee of the Employer (or an Affiliate in the case of an
     Employee who has transferred his Employment to the Employer from such
     Affiliate) who is regularly employed by such Employer (or Affiliate) for at
     least 35 hours a week shall be credited with forty-five Hours of Service if
     under this Plan he would be credited with at least one Hour of Service
     during the week.

          (f) An Employee of the Employer (or an Affiliate in the case of an
     Employee who has transferred his Employment to the Employer from such
     Affiliate) who is not regularly employed by such Employer (or Affiliate)
     for at least 35 hours a week shall be credited with the actual Hours of
     Service for which he is paid or entitled to credit under this Plan.

          (g) Hours of Service shall be calculated and credited pursuant to
     section 2530-200b-2 of the Department of Labor Regulations which are
     incorporated herein by this reference.

          Investment Manager:  Any person appointed pursuant to Section 9.1
          ------------------
having the power to direct the investment of assets in accordance with that
Section.

          Non-Vested Separation:  Termination of Employment (other than by
          ---------------------
reason of death or Disability) of a Participant whose vested percentage in his
Retirement Benefit is zero percent.

                                      I-5
<PAGE>

          Normal Retirement:  Termination of Employment of a Participant at
          -----------------
Normal Retirement Age.

          Normal Retirement Age:  Age sixty-five.
          ---------------------

          Normal Retirement Date:  The last day of the payroll period of the
          ----------------------
Employer coinciding with or next following the date on which the Participant
attains age 65.

          One Year Break in Service:  Any period of twelve consecutive months,
          -------------------------
beginning with the date of an Employee's Employment or any anniversary of the
date of such Employment, during which the Employee has not completed more than
500 Hours of Service; except that effective January 1, 1985, for absences
beginning on or after January 1, 1985, a Participant who is absent from work due
to such Participant's pregnancy, the birth of the Participant's child or by
reason of the adoption of a minor child by the Participant for the purpose of
caring for such child immediately following its birth or adoption and who
provides timely information establishing to the satisfaction of the
Administrator the reasons for the absence and the number of days of such absence
will be treated as performing a normal schedule (or eight hours per day) up to a
maximum of 501 Hours of Service in either the year in which the absence begins
or the year immediately following the year in which the absence begins as
necessary to prevent such Participant from incurring a One Year Break in Service
in either (but not both) the year in which the absence begins or the year
immediately following the year in which the absence begins.

          Participant:  An Employee who has commenced, but not terminated,
          -----------
participation in the Plan as provided in Article II.

          Participating Affiliates:  Any Affiliate which in accordance with
          ------------------------
Section 13.8 by duly authorized action has adopted the Plan and not withdrawn
therefrom.

          Plan:  The Liberty National Life Insurance Company Pension Plan for
          ----
Non-Commissioned Employees.

          Plan Year:  Each twelve consecutive month period ending on December
          ---------
31, during any part of which the Plan is in effect.

          Profit Sharing and Retirement Plan Annuity:  The annual single life
          ------------------------------------------
annuity, without death benefit, which can be provided by that portion of the
Participant's account under the Profit Sharing and Retirement Plan attributable
to Company contributions and earnings thereon.  In determining the amount
attributable to Company contributions and earnings thereon for this purpose no
deduction shall be made for the amount of any loans outstanding.  There shall be
added to the amount attributable to Company contributions and earnings thereon:

               (1) the amount of any withdrawal(s) by, and prior distribution(s)
          to, the Participant to the extent such withdrawals and prior
          distributions exceed the amount of the Participant's contributions and
          earnings thereon and
                                      I-6
<PAGE>

               (2) the amount of the earnings of the Plan which would have been
          allocated to the amount(s) described in the preceding paragraph from
          the date of such withdrawals or distributions.

A Participant's Profit Sharing and Retirement Plan Annuity shall be calculated
as of his termination of Employment, based upon the Participant's attained age
and the Company's rate basis for annuities purchasable under the Profit Sharing
and Retirement Plan on such date.  A Participant's Profit Sharing and Retirement
Plan Annuity may be calculated on either an immediate or deferred basis as
indicated in the context of this Plan, but, in any case, one shall be the
Actuarial Equivalent of the other.

          Qualified Joint and Survivor Annuity:  An annuity for the life of the
          ------------------------------------
Participant with a survivor annuity continuing after the Participant's death to
the Participant's Surviving Spouse for the Surviving Spouse's life in an amount
which is equal to fifty percent of the amount payable during the joint lives of
the Participant and such Surviving Spouse and which is the Actuarial Equivalent
of the Participant's Retirement Benefit.

          Qualified Plan:  A Defined Contribution Plan or a Defined Benefit Plan
          --------------
which is qualified under Code (S) 401(a).

          Qualified Pre-Retirement Survivor Annuity:  The pre-retirement death
          -----------------------------------------
benefit provided for in Section 7.1.1(2).

          Retirement Benefit:  The retirement benefit of a Participant
          ------------------
calculated under Article III in the form of a single life annuity payable
monthly commencing on Normal Retirement Date for the life of the Participant.

          Social Security Offset Percentage:  The percentage factor utilized in
          ---------------------------------
determining the social security offset for a Participant.  This offset
percentage is based on the Participant's Social Security Retirement Age and the
age at which the Participant's benefits commence.  The appropriate offset
percentages are as follows:

          Benefit               Social Security Retirement Age
       Commencement             ------------------------------
            Age              Age 65         Age 66         Age 67
          -------            ------         ------         ------
                                   (Interpolate for months)

            55               0.750%         0.688%         0.632%
            56               0.750%         0.703%         0.645%
            57               0.750%         0.706%         0.662%
            58               0.750%         0.708%         0.667%
            59               0.750%         0.711%         0.671%
            60               0.750%         0.712%         0.675%
            61               0.750%         0.682%         0.648%


                                      I-7
<PAGE>

            62               0.750%         0.688%         0.625%
            63               0.750%         0.692%         0.635%
            64               0.750%         0.696%         0.643%
            65               0.750%         0.700%         0.650%
            66               0.750%         0.750%         0.700%
            67               0.750%         0.750%         0.750%

         Social Security Retirement Age:  The earliest age at which a
         ------------------------------
Participant is entitled to receive his full benefit under the Social Security
Act.  The appropriate Social Security Retirement Ages are as follows:

         Calendar Year                      Age of Social Security
            of Birth                            Retirement Age
         -------------                        ------------------

         1937 and Before                            Age 65

         1938 to 1954                               Age 66

         1955 and after                             Age 67

         Special Average Earnings:  The average of the Participant's annual
         ------------------------
Compensation for the three completed consecutive calendar year periods during
his last five complete consecutive calendar years of Employment which yields the
highest average, or if employed less than three complete consecutive calendar
years the amount obtained by converting his compensation for the most recent
period of Employment to an annual rate, where compensation considered for any
year cannot exceed the Social Security contribution and benefits base under
Section 230 of the Social Security Act for that year.  Notwithstanding the
above, Special Average Earnings will not exceed the Participant's Covered
Compensation.

         Spouse:  The person lawfully married to a Participant.
         ------

         Surviving Spouse:  The Spouse of a Participant on the earlier of:
         ----------------

         (a) the date of the Participant's death; or
         (b) the Participant's Benefit Commencement Date.

         Trust or Trust Fund:  The trust established under the Plan in which
         -------------------
Plan assets are held.

         Trust Agreement:  The agreement between the Company and the Trustee
         ---------------
with respect to the Trust fund.

         Trustee:  The trustee appointed pursuant to Article X, and any
         -------
successor trustee.

                                      I-8
<PAGE>

         Vested Separation:  Termination of Employment of a Participant for any
         -----------------
reason other than Disability before he is eligible for Early Retirement, with a
vested percentage in his Retirement Benefit.

         Vesting Service:  The Years of Service credited to a Participant under
         ---------------
Section 4.2 for purposes of determining the Participant's vested percentage in
his Retirement Benefit.

          Year of Service:
          ---------------

          (a) For purposes of determining eligibility to participate under
     Article II and for purposes of determining Vesting Service:

                    (i)   for Employment, or return to Employment after a One
          Year Break in Service, beginning in 1975 or later years, a period of
          twelve consecutive months beginning with the date of Employment or
          return to Employment during which an Employee has not less than 1000
          Hours of Service for an Employer (or an Affiliate in the case of an
          Employee who has transferred his Employment to the Employer from such
          Affiliate);

                    (ii)  for Employment which began before 1975, with respect
          to periods before the 1975 anniversary of such Employment, an
          aggregate of fifty-two weeks during each of which an Employee was
          employed on a permanent basis for at least 35 hours a week by an
          Employer (or by an Affiliate in the case of an Employee who has
          transferred his Employment to the Employer from such Affiliate);

                    (iii) for Employment which began before 1975, with respect
          to periods after the 1975 anniversary of such Employment, a period of
          twelve consecutive months beginning with the date of such anniversary
          in 1975 or later years during which an Employee has not less than 1000
          Hours of Service for an Employer (or an Affiliate in the case of an
          Employee who has transferred his Employment to the Employer from such
          Affiliate); and

                    (iv)  for Employees who are former employees of Peninsular
          Life Insurance Company and whose employment with Liberty National Life
          Insurance Company began on May 20, 1985 as a result of the acquisition
          by Liberty National Life Insurance Company of the Home Service
          Division of Peninsular Life Insurance Company, a period of twelve
          consecutive months beginning with the date of employment or return to
          employment with Peninsular Life Insurance Company during which such
          individuals had not less than 1,000 Hours of Service with either or
          both Peninsular Life Insurance Company and Liberty National Life
          Insurance Company.

                                      I-9
<PAGE>

          (b) For purposes of determining Credited Service:

                    (i)   for Employment, or return to Employment after a One
          Year Break in Service, beginning in 1975 or later years, a period of
          twelve consecutive months beginning with the date of Employment or
          return to Employment during which an Employee has not less than 2000
          Hours of Service for an Employer in Employment covered by the Plan (or
          for an Affiliate in employment covered by such Affiliate's Comparable
          Plan in the case of an Employee who has transferred his Employment to
          the Employer from such Affiliate);

                    (ii)  for Employment which began before 1975, with respect
          to periods before the 1975 anniversary of such Employment, an
          aggregate of fifty-two weeks during each of which an Employee was
          employed in Employment covered by the Plan on a permanent basis for at
          least 35 hours a week by an Employer (or by an Affiliate in employment
          covered by such Affiliate's Comparable Plan in the case of an Employee
          who has transferred his Employment to the Employer from such
          Affiliate);

                    (iii) for Employment which began before 1975 with respect
          to periods after the 1975 anniversary of such Employment, a period of
          twelve consecutive months beginning with the date of such anniversary
          in 1975 or later years during which an Employee has not less than 2000
          Hours of Service in Employment covered by the Plan for an Employer (or
          for an Affiliate in employment covered by such Affiliate's Comparable
          Plan in the case of an Employee who has transferred his Employment to
          the Employer from such Affiliate);

                    (iv)  for Employees who are former employees of Peninsular
          Life Insurance Company and whose Employment with Liberty National Life
          Insurance Company began on May 20, 1985 as a result of the acquisition
          by Liberty National Life Insurance Company of the Home Service
          Division of Peninsular Life Insurance Company and who are employed by
          Liberty National Life Insurance Company for the period beginning on
          May 20, 1985 and ending on a date which is no earlier than May 20,
          1988, a period of twelve consecutive months beginning with the date of
          employment or return to employment with Peninsular Life Insurance
          Company during which such individuals had not less than 2,000 Hours of
          Service with either or both Peninsular Life Insurance Company and
          Liberty National Life Insurance Company; and

                    (v)   For purposes of (i) and (iii) of this subparagraph
          (b), an Employee who completes at least 1,000 Hours of Service but
          less than 2,000 Hours of Service in a computation period shall be
          credited with a fraction of a

                                     I-10
<PAGE>

          Year of Service for such period, determined by dividing his Hours of
          Service in such period by 2,000.

                                     I-11
<PAGE>

                                  ARTICLE II
                                  ----------
                                 PARTICIPATION
                                 -------------

2.1  Admission as a Participant
     --------------------------

     2.1.1  An Eligible Employee shall become a Participant on the first day of
the payroll period next following the later of his completion of one Year of
Service or his attainment of age 21.

     2.1.2  An Employee who did not become a Participant on the Entry Date next
following the date on which he met the eligibility requirements of Section 2.1.1
because he was not then an Eligible Employee shall become a Participant as of
the first day on which he becomes an Eligible Employee.

     2.1.3  If an Employee has not completed 1,000 Hours of Service for the
Employer by the anniversary of his Employment, the next twelve-month period for
determining a Year of Service shall begin on the January 1 next following his
date of Employment and thereafter any subsequent twelve-month period shall begin
on the anniversary of his Employment.

2.2  Reemployment
     ------------

     An individual who has ceased to be a Participant and who again becomes an
Eligible Employee shall become a Participant as of the first date on which he
again becomes an Eligible Employee, unless he has had a One Year Break in
Service.  If an individual again becomes an Eligible Employee after a One Year
Break in Service, he shall become a Participant upon completion of one Year of
Service retroactive to a date which is not later than the date he again became
an Eligible Employee.

2.3  Termination of Participation
     ----------------------------

     A Participant shall cease to be such:

            (a)  upon the payment to him of all nonforfeitable benefits due to
him under the Plan at a time when he is no longer eligible for any future
benefit accrual;
            (b)  upon his Non-Vested Separation;
            (c)  upon his death; or
            (d)  upon the transfer of his Accrued Benefit to another Qualified
Plan.

                                     II-1
<PAGE>

                                  ARTICLE III
                              RETIREMENT BENEFIT
                              ------------------

3.1  Retirement Benefit Formula
     --------------------------

     3.1.1  A Participant's monthly Retirement Benefit shall be an amount equal
to 1/12 of the excess of (a) over the sum of (b), (c) and (d) below, where:

            (a) is 2% of the Participant's Final Average Compensation for each
year of Credited Service up to 30 years plus 1% of the Participant's Final
Average Compensation for each year of Credited Service in excess of 30 years
(not exceeding 10%);

            (b) is the social security offset which is equal to the smaller of:

                (1)   50% of the basic benefit calculated above in Section
     3.1.1(a), but substituting Special Average Earnings for Final Average
     Compensation in the formula;
or
                (2)   the Social Security Offset Percentage times the
     Participant's Special Average Earnings times each year of Credited Service
     not to exceed 35 years;

            (c) is the Participant's Profit Sharing and Retirement Plan Annuity;
and

            (d) is the Participant's annual retirement income (expressed in the
form of a single life annuity commencing at Normal Retirement Date) under the
Comparable Plan or Plans of the Company or any affiliate of the Company or any
other corporation merged into the Company, or whose assets were acquired by the
Company.

     3.1.2  Notwithstanding Section 3.1.1, for Participants who were
participating in the Liberty National Life Insurance Company Pension Plan on
April 5, 1982, the monthly Retirement Benefit of any such Participant retiring
after April 5, 1982, shall not be less than 1/12 of (a) or (b) below, whichever
is greater, where:

            (a) is (i) plus (ii) less (iii), where:

                (i)   applies only to Participants with less than 30 years of
     Credited Service on the anniversary of employment preceding April 5, 1982,
     and is 1/12 of 2% times the Final Average Compensation times the number of
     complete months of service for benefit accrual purposes from March 6, 1982,
     through the earlier of the 30th year of Credited Service or the date of
     termination of Employment; and,

               (ii)   is 1/12 of 1% times the Final Average Compensation times
     the number of complete months of service for benefit accrual purposes from
     March 6, 1982, or from the 30th year of Credited Service, if later, through
     the earlier of the date of termination of Employment or the 40th year of
     Credited Service for benefit accrual

                                     III-1
<PAGE>

     purposes; and

                 (iii)  applies only to Participants with less than 35 years of
     Credited Service on the anniversary of employment immediately preceding
     April 5, 1982, and is the lesser of (x) 1/12 of the Social Security Offset
     Percentage times the Participant's Special Average Earnings times the
     number of complete months of service for benefit accrual purposes from
     March 6, 1982, through the earlier of the 35th year of Credited Service for
     benefit accrual purposes, or the date of termination of Employment or (y)
     50% of the sum of the amounts in (a)(i) plus (a)(ii) but substituting
     Special Average Earnings for Final Average Compensation in those formulas.

            (b)  is (i) plus (ii) less (iii), where:

                 (i)    is 1/12 of 2% times the Final Average Compensation times
     the number of complete months of service for benefit accrual purposes from
     April 5, 1982, through the earlier of April 4, 1987 or the date of
     termination of Employment; and

                 (ii)   is 1/12 of 1.5% times the Final Average Compensation
     times the number of complete months of service for benefit accrual purposes
     from April 5, 1987, through the earlier of April 4, 1992 or the date of
     termination of Employment; and

                 (iii)  is the amount calculated in Section 3.1.2(a)(iii),
     above. Any benefit provided under this Section shall be based solely on
     Credited Service for benefit accrual purposes for an Employer participating
     in this Plan.

     3.1.3  The amount of Retirement Benefit calculated under this section shall
be subject to actuarial adjustment if it is payable in any other form of payment
authorized by this Plan.

     3.1.4  The Retirement Benefit of a Participant who terminated Employment or
incurred a Disability prior to the Effective Date shall be determined in
accordance with the provisions of the Plan as in effect on the date of
termination of Employment or Disability.

3.2  Rules for Determining Years of Credited Service
     -----------------------------------------------

     3.2.1  Subject to Sections 3.2.2 through 3.2.7 below, Credited Service
shall mean the sum of a Participant's Years of Service, expressed in full years
and fractions thereof, except for the following:

            (a)  Any period of Employment prior to the first anniversary of the
Participant's Employment following his 20th birthday (or 24th birthday for years
prior to January 1, 1985); and

            (b)  Any period of Employment in a classification in which the
Participant does not qualify as an Eligible Employee.

     3.2.2  If an Employee is on an authorized unpaid leave of absence granted
by his

                                     III-2
<PAGE>

Employer, his period of absence shall be counted as Credited Service upon his
return to active Employment only if his Employer determines in writing, in
accordance with standard personnel policies applied in a non-discriminatory
manner to all Employees similarly situated, that such absence furthers the
interest of the Employer.

     3.2.3  If an Employee is on an authorized military leave while his
reemployment rights are protected by law and provided that he directly entered
military service from his Employer's service and shall not have voluntarily
reenlisted after the date of first entering active military service, his period
of absence shall be counted as Credited Service upon his return to active
Employment.

     3.2.4  If an Employee is on an authorized leave of absence on account of
Disability, he shall continue to receive Credited Service from the date of
Disability until the earlier of:  (i) his Early Retirement Date; (ii) his Normal
Retirement Date; or (iii) his recovery from Disability.

     3.2.5  An Employee who terminates Employment with no vested percentage in
his Retirement Benefit shall, if he returns to Employment, have no credit for
Credited Service prior to such termination of Employment if (i) for years prior
to January 1, 1985, the total of his consecutive One Year Breaks in Service
immediately preceding his reemployment exceed his aggregate years of Vesting
Service (whether or not consecutive, but excluding Vesting Service previously
disregarded under Section 4.2.4) prior to the termination; or (ii) for years on
or after January 1, 1985, the total of his consecutive One Year Breaks in
Service immediately preceding his reemployment exceed the greater of five years
or his aggregate years of Vesting Service (whether or not consecutive, but
excluding Vesting Service previously disregarded under Section 4.2.4) prior to
the termination.  A Participant who had a Vested Termination and returns to
Employment will retain credit for his prior years of Credited Service unless he
received a distribution of his Accrued Retirement Benefit at the time of such
Vested Termination.

     3.2.6  No Participant shall receive Credited Service during a period when
such Participant is accruing benefits under another defined benefit plan of the
Employer or an Affiliate unless the Retirement Benefit under this Plan is
reduced or offset by the full amount of benefits accrued by such Participant
under such other defined benefit plan.

     3.2.7  By appropriate corporate action exercised in a uniform and
nondiscriminatory manner and, where applicable consented to by the Company, each
Employer may grant Credited Service for any Employment with such Employer prior
to the time it became an Employer.

                                     III-3
<PAGE>

3.3  Limitation on Benefits
     ----------------------

     Notwithstanding any other provisions of the Plan, a Participant's Accrued
Retirement Benefit shall not exceed the limitations of Code (S) 415 which are
hereby incorporated by reference.  In the event that the limitations of Code (S)
415(e) would otherwise be violated, a Participant's benefits and/or annual
additions under plans of the Company or an Affiliate will be reduced as
necessary in the following order:  (i) the accrued benefit under any defined
benefit plan (pro rata with respect to two or more such plans); (ii) unmatched
employee contributions under any defined contribution plan; (iii) matched
employee contributions under any defined contribution plan; (iv) matching
Employer contributions under any defined contribution plan; and (v) Employer
contributions to the Profit-Sharing and Retirement Plan of Liberty National Life
Insurance Company.

                                     III-4
<PAGE>

                                  ARTICLE IV
                              VESTING PROVISIONS
                              ------------------

4.1  Determination of Vesting
     ------------------------

     In the case of a Participant who performs at least one Hour of Service on
or after January 1, 1989, he shall have a vested percentage of 100% in his
Retirement Benefit upon:  (i) termination of Employment due to death or
Disability or upon or after attaining Normal Retirement Age; or (ii) completion
of five years of Vesting Service.

4.2  Rules for Crediting Vesting Service
     -----------------------------------

     4.2.1  Subject to Sections 4.2.2 through 4.2.4 below, a Participant's
Vesting Service shall mean the sum of a Participant's Years of Service under the
Plan, except for Years of Service before the Participant attained age 18 (or age
22 in the case of Participants who do not complete at least one Hour of Service
on or after January 1, 1985).

     4.2.2  If an Employee is on an authorized unpaid leave of absence granted
by his Employer in accordance with standard personnel policies of such Employer
applied in a non-discriminatory manner to all Employees similarly situated, his
period of absence shall not be considered a Break in Service and shall be
counted as Vesting Service upon his return to active Employment.

     4.2.3  If an Employee is on an authorized military leave while his
reemployment rights are protected by law and provided that he directly entered
military service from his Employer's service and shall not have voluntarily
reenlisted after the date of first entering active military service, his period
of absence shall not be considered a Break in Service and shall be counted as
Vesting Service upon his return to active Employment.

     4.2.4  An Employee who terminates Employment with no vested percentage in
his Retirement Benefit shall, if he returns to Employment, have no credit for
Vesting Service prior to such termination of Employment if (i) for years prior
to January 1, 1985, the total of his consecutive One Year Breaks in Service
immediately preceding his reemployment exceed his aggregate years of Vesting
Service (whether or not consecutive, but excluding Vesting Service previously
disregarded under this rule) prior to such termination; or (ii) for years on or
after January 1, 1985, the total of his consecutive One Year Breaks in Service
immediately preceding his reemployment exceed the greater of five years or his
aggregate years of Vesting Service (whether or not consecutive, but excluding
Vesting Service previously disregarded under this rule) prior to the
termination.  A Participant who had a Vested Separation and returns to
Employment will retain credit for his prior years of Vesting Service.

                                     IV-1
<PAGE>

4.3  Retirement Benefit Forfeitures
     ------------------------------

     The unvested portion of the Retirement Benefit of a Participant who has
terminated Employment shall be forfeited as of the earliest date on which such
Participant's Vesting Service may be disregarded pursuant to Section 4.2.4.  Any
forfeitures shall be applied to reduce the Employer actuarial liability under
the Plan.

4.4  Vesta Insurance Group, Inc.
     ---------------------------

     A Participant who terminated employment with the Company on November 12,
1993, and who became - as of that same date - an employee of Vesta Insurance
Group, Inc., became fully vested in his Retirement Benefit as of such date.

                                     IV-2
<PAGE>

                                   ARTICLE V
                AMOUNT AND COMMENCEMENT OF RETIREMENT BENEFITS
                ----------------------------------------------

5.1  Determination of Amount of Retirement Benefits
     ----------------------------------------------

     5.1.1  Normal Retirement Benefits.  A Participant's benefits upon Normal
            --------------------------
Retirement shall be equal to his Retirement Benefit as of his Normal Retirement
Date.  The Participant's Benefit Commencement Date shall be the last day of the
payroll period coincident with or next following his termination of Employment.
The Participant shall not be entitled to any benefits under this Paragraph
unless he shall survive until his Benefit Commencement Date.

     5.1.2  Deferred Retirement Benefits.  A Participant's benefits upon
            ----------------------------
Deferred Retirement shall be equal to his Retirement Benefit determined as of
his Deferred Retirement Date (without actuarial increase for deferred
commencement).  The Participant's Benefit Commencement Date shall be the last
day of the payroll period coincident with or next following his termination of
Employment.  The Participant shall not be entitled to any benefits under this
Paragraph unless he shall survive until his Benefit Commencement Date.

     5.1.3  Early Retirement Benefits.  A Participant's benefits upon Early
            -------------------------
Retirement shall be equal to his Retirement Benefit calculated as of the date of
Early Retirement.  The Participant's Benefit Commencement Date shall be his
Normal Retirement Date; however if he so elects, the Benefit Commencement Date
shall be the last day of the payroll period coincident with or next following
his Early Retirement, or the last day of any payroll period thereafter which is
prior to his Normal Retirement Date.  If the Participant elects a Benefit
Commencement Date preceding his Normal Retirement Date, his benefit shall equal
the excess of (i) over (ii) below, where:

            (i) is his Retirement Benefit, without reduction for his Profit
     Sharing and Retirement Plan Annuity, multiplied by the early retirement
     factor shown below:

                                      V-1
<PAGE>

            Years by Which the
        Date of the Participant's             Early Retirement
          First Benefit Payment             Factor to Be Applied
           Precedes His Normal              to Accrued Retirement
             Retirement Date                       Benefit
          ----------------------             -------------------
         (Interpolate for Months)

                   10                                 .500
                   9                                  .533
                   8                                  .567
                   7                                  .600
                   6                                  .633
                   5                                  .667
                   4                                  .733
                   3                                  .800
                   2                                  .867
                   1                                  .933
                   0                                 1.000
     and

            (ii) is his Profit Sharing and Retirement Plan Annuity.
A Participant shall not be entitled to any benefits under this Paragraph unless
he shall survive until his Benefit Commencement Date.

     5.1.4  Vested Separation Benefits.  A Participant's benefits upon Vested
            --------------------------
Separation shall be equal to his Retirement Benefit calculated as of the date of
Vested Separation multiplied by his vesting percentage.  The Participant's
Benefit Commencement Date shall be his Normal Retirement Date; provided,
however, that, such a Participant may elect to commence receiving his benefits
on or after the earliest date that he could have been eligible for Early
Retirement.  If the Participant elects a Benefit Commencement Date preceding his
Normal Retirement Date, his benefit shall be equal to (a) times (b) minus (c),
where:

            (a)  is the Retirement Benefit which would have been payable to him
     commencing on his Normal Retirement Date determined without reduction for
     his Profit Sharing and Retirement Plan Annuity;

            (b)  is the appropriate early retirement factor shown in section
     5.1.3; and

            (c)  is his Profit Sharing and Retirement Plan Annuity.
A Participant shall not be entitled to any benefits under this Paragraph unless
he shall survive until his Benefit Commencement Date.

     5.1.5  Non-Vested Separation.  A Participant shall not be entitled to any
            ---------------------
Retirement Benefit upon his Non-Vested Separation.  In addition, if a
Participant who is zero percent vested in his Accrued Retirement Benefit
terminates Employment, he shall be deemed to have received a distribution of his
Accrued Retirement Benefit.

                                      V-2
<PAGE>

5.2  Suspension of Payments on Resumption of Employment
     --------------------------------------------------

     5.2.1  If an Employee continues in Employment after his Normal Retirement
Date or if a former Employee is receiving monthly payment of his Retirement
Benefit, payment of his Retirement Benefit shall be suspended for each calendar
month during which such Employee or former Employee continues in (or resumes)
Employment and performs more than 40 Hours of Service per calendar month
considered as service under ERISA (S) 203(a)(3)(B).

     5.2.2  No payment shall be withheld by the Plan pursuant to this Section
unless the Plan notifies the Employee by personal delivery or first class mail
during the first calendar month or payroll period in which the Plan withholds
payments that his benefits are suspended.  Such notifications shall contain a
description of the specific reasons why benefit payments are being suspended, a
description of the Plan provision relating to the suspension of payments, a copy
of such provisions, and a statement to the effect that applicable Department of
Labor regulations may be found in Title 29 of the Code of Federal Regulations
(S) 2530.203-3.  In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits.  Requests for
such reviews shall be considered in accordance with the claims procedure adopted
by the Administrator.

     5.2.3  If benefit payments have been suspended, payments shall resume no
later than the first day of the third calendar month after the calendar month in
which the Employee ceases to be employed in ERISA (S) 203(a)(3)(B) service.  The
initial payment upon resumption shall include the payment scheduled to occur in
the calendar month when payments resume and any amounts withheld during the
period between the cessation of ERISA (S) 203(a)(3)(B) service and the
resumption of payments.

     5.2.4  The Retirement Benefit payable upon resumption of benefit payment
shall be equal to the Participant's Retirement Benefit as of the date of his
subsequent termination of Employment reduced by the Actuarial Equivalent of
payments previously made to him; provided, however, that such Retirement Benefit
may not be less than the Retirement Benefit previously payable.

5.3  Limitation on Commencement of Benefits
     --------------------------------------

     5.3.1  Unless otherwise elected by a Participant, the Participant's Benefit
Commencement Date shall in no event be later than the 60th day after the close
of the Plan Year in which the latest of the following events occurs:

            (a) the attainment by the Participant of his Normal Retirement Age;

            (b) the tenth anniversary of the year in which the Participant
     commenced participation in the Plan; or

            (c) the Participant's termination of Employment.

                                      V-3
<PAGE>

     5.3.2  If the amount of benefits payable cannot be determined within such
60-day period, or if it is not possible to pay such benefits within such period
because the Administrator has been unable to locate the Participant after making
reasonable efforts to do so, then a payment, retroactive to such 60th day, shall
be made no later than 60 days after the earliest date on which the amount of
such benefits can be determined or the Participant can be located, as the case
may be.

     5.3.3  Any other provision of this Article V to the contrary
notwithstanding, the Benefit Commencement Date of a Participant must be no later
than the first day of April following the calendar year in which the Participant
attains age 70-1/2 even if he continues in Employment after that date.
Notwithstanding the foregoing, if a Participant who is not a "5 percent owner"
(as defined in Code (S) 401(a)(9)) attained age 70-1/2 before January 1, 1988,
the Benefit Commencement Date must be no later than the first day of April
following the calendar year in which the Participant terminates Employment.

     5.3.4  If the Actuarial Equivalent value of a Participant's Retirement
Benefit exceeds $3,500, the Participant (and, if applicable, his Spouse) must
consent, in writing filed with the Administrator, to any distribution from the
Plan before the Participant's attainment of Normal Retirement Age.

                                      V-4
<PAGE>

                                  ARTICLE VI
                    FORMS OF PAYMENT OF RETIREMENT BENEFIT
                    --------------------------------------

6.1  Methods of Distribution
     -----------------------

     6.1.1  A Participant's benefits shall be payable in the normal form of a
Qualified Joint and Survivor Annuity if the Participant is married on his
Benefit Commencement Date and in the normal form of an annuity for the life of
the Participant with Actuarially Equivalent payments guaranteed for 120 months
if the Participant is not married on that date, provided that, and subject to
Sections 6.1.2, 6.1.3 and 6.1.4, a Participant may within the 90-day period
prior to the Benefit Commencement Date elect, in accordance with Section 6.2,
any of the following optional forms of benefit payment instead of the normal
form:

            (a) A Single Life Annuity, under which monthly payments calculated
                ---------------------
in accordance with Section 3.1.1 are made to the Participant during his lifetime
with no further payments from the Plan on his behalf after his death.

            (b) A Joint and 50%, 66-2/3%, or 100% Survivor Annuity, under which
                --------------------------------------------------
Actuarially Equivalent monthly payments are made to the Participant for the
joint lives of the Participant and his Beneficiary with payments continuing for
the life of the survivor in an amount equal to 50%, 66-2/3% or 100% of the joint
life payments (whichever is elected by the Participant).  A Participant may
elect to add a period certain of 10 years in which event no reduction in
payments will be made for the longer of the 10 year period or the period during
which both the Participant and Beneficiary remain alive.

            (c) A 120 Months Certain and Life Income Annuity, an optional form
                --------------------------------------------
of payment for a married Participant, under which reduced Actuarially Equivalent
payments are made to the Participant during the Participant's lifetime, with the
provision that if the Participant's death occurs before he had received 120
monthly payments the value of the remaining number of such payments shall be
paid to his Beneficiary.

            (d)  Lump Sum, under which the Actuarially Equivalent value of the
                 --------
Participant's Retirement Benefit is paid in one sum.

     6.1.2  Anything in Section 6.1.1 to the contrary notwithstanding, if the
Actuarial Equivalent value of a Participant's Retirement Benefit is $3,500 or
less, his benefit shall be paid in the form of a lump sum distribution and no
optional form of benefit payment shall be available.

     6.1.3  Payment in any form may only be made over one of the following
periods (or a combination thereof):

            (a)  the life of the Participant,

            (b)  the life of the Participant and a designated Beneficiary,

            (c)  a period certain not extending beyond the life expectancy of
     the Participant, or

            (d)  a period certain not extending beyond the joint and last
     survivor

                                     VI-1
<PAGE>

     expectancy of the Participant and a designated Beneficiary.

     6.1.4  If the Participant's Spouse is not his designated Beneficiary, the
method of distribution must assure that at least fifty percent of the present
value of the Participant's Retirement Benefit is paid within the life expectancy
of the Participant.

6.2  Election of Optional Forms
     --------------------------

     6.2.1  By notice to the Administrator within the 90-day period prior to a
Participant's Benefit Commencement Date, the Participant may elect, in writing
and subject to the spousal consent rules as set forth in Section 6.2.4, not to
receive the normal form of benefit payment otherwise applicable and to receive
instead an optional form of benefit payment provided for in Section 6.1.1.

     6.2.2  Within a reasonable period, but in no event later than 30 days
before nor earlier than 90 days before a Participant's Benefit Commencement
Date, the Administrator shall provide to each Participant a written explanation
of:

            (a) the terms and conditions of the Participant's normal form of
     benefit payment;

            (b) the Participant's right to make, and the effect of, an election
     to waive the normal form of benefit payment;

            (c) the rights of the Participant's Spouse under Section 6.2.4; and

            (d) the right to make, and the effect of, a revocation of a previous
     election to waive the normal form of benefit payment.

The Administrator may, on a uniform and nondiscriminatory basis, provide for
such other notices, information or election periods or take such other action as
the Administrator considers necessary or appropriate in order to comply with
Code (S)(S) 401(a)(11) and 417.

     6.2.3  A Participant may revoke his election to take an optional form of
benefit at any time prior to the Participant's Benefit Commencement Date,
without the consent of his Spouse.

     6.2.4  The election of an optional form of benefit by a married Participant
must be in the form of a waiver of a Qualified Joint and Survivor Annuity.  The
election must be in writing and consented to by the Participant's Spouse.  The
Spouse's consent to the waiver must specify the form of benefit being elected
and the non-Spouse Beneficiary, if any, and must be witnessed by the
Administrator or a notary public.  Notwithstanding this consent requirement, if
the Participant establishes to the satisfaction of the Administrator that such
written consent may not be obtained because there is no Spouse or the Spouse
cannot be located, the Participant's election will be deemed effective.  Any
consent necessary under this provision will be valid only with respect to the
Spouse who signs the consent, or in the event of a deemed effective election,
the designated Spouse.

     6.2.5  The election of an optional form of benefit which contemplates the
payment of an

                                     VI-2
<PAGE>

annuity shall not be given effect if any person who would receive benefits under
the annuity dies before the Benefit Commencement Date.

6.3  Direct Rollovers
     ----------------

     6.3.1  Effective with respect to distributions made on or after January 1,
1993, a Participant or Spouse may elect to have all or a portion of any amount
payable to him or her from the Plan which is an "eligible rollover distribution"
(as defined in Section 6.3.2 below) transferred directly to an "eligible
retirement plan" (as defined in Section 6.3.2 below).  Any such election shall
be made in accordance with such uniform rules and procedures as the
Administrative Committee may prescribe from time to time as to the timing and
manner of the election in accordance with Code (S) 401(a)(31).

     6.3.2  For purposes of this Section and Section 7.2.4:

            (a) "Eligible rollover distribution" shall mean any distribution of
all or any portion of the balance to the credit of the distributee other than:
(1) any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary; (2) any
distribution for a specified period of ten (10) years or more; (3) any
distribution to the extent such distribution is required under Code (S)
401(a)(9); or (4) the portion of any distribution that is not includable in
gross income.

            (b) "Eligible retirement plan" shall mean, with respect to a
Participant, an individual retirement account or annuity described in Code (S)
408(a) or 408(b) ("IRA"); an annuity plan described in Code (S) 403(a); or a
qualified plan described in Code (S) 401(a), that accepts the distributee's
eligible rollover distribution and, with respect to a Spouse, shall mean an IRA.

                                     VI-3
<PAGE>

                                  ARTICLE VII
                                DEATH BENEFITS
                                --------------

7.1   Eligibility for Pre-Retirement Death Benefit
      --------------------------------------------

      7.1.1   A pre-retirement death benefit shall be payable under the Plan in
the event of the death of a Participant prior to his Benefit Commencement Date
who, on the date of death, was either:

              (a)   actively employed by the Employer;
              (b)   Disabled; or
              (c)   terminated but eligible for Early Retirement.

The death benefit payable under this Section 7.1.1 shall be the larger of:

              (1)   the lump sum Actuarial Equivalent, as of the day before the
death of the Participant, of the Accrued Retirement Benefit that would have been
payable upon Normal Retirement of the Participant; or

              (2)   the lump sum Actuarial Equivalent, as of the day before the
Participant's death, of the monthly benefit which would have been payable to the
Participant's Spouse in the form of an immediate Qualified Joint and Survivor
Annuity under the Plan if (i) in the case of a Participant who dies after having
attained the earliest retirement age under the Plan, the Participant had retired
on the day before his death, and (ii) in the case of a Participant who dies
before having attained the earliest retirement age under the Plan, the
Participant had separated from service as of his date of death, survived until
his earliest retirement age under the Plan, retired on the day after attainment
of his earliest retirement age under the Plan, and died immediately thereafter.

      7.1.2   A pre-retirement death benefit shall also be payable under the
Plan in the event of the death of a married Participant prior to his or her
Benefit Commencement Date who had a Vested Separation prior to eligibility for
Early Retirement. The death benefit payable under this Section 7.1.2 shall be
equal to the benefit calculated under paragraph (2) of Section 7.1.1.

                                     VII-1
<PAGE>

7.2   Form of Pre-Retirement Death Benefit
      ------------------------------------

      7.2.1   The pre-retirement death benefit payable under Section 7.1.1 shall
be payable to the Surviving Spouse of such Participant in the form of an
Actuarially Equivalent single life annuity commencing on the date of death
unless the Participant has no Surviving Spouse or the Participant has made an
election under Section 7.3, with the Spouse's consent, not to have the benefit
paid in such form. If the Participant has no Surviving Spouse or has made an
effective election under Section 7.3, such benefit shall be paid to the
Participant's Beneficiary in the Actuarially Equivalent form elected by the
Participant commencing on the date elected, or if there is no designated
Beneficiary, to the Participant's estate in a single lump sum. The Surviving
Spouse or other Beneficiary may elect any other Actuarially Equivalent form of
payment permitted under Section 6.1.1, by an instrument in writing filed with
the Administrator within 60 days after the Participant's death.

      7.2.2   The pre-retirement death benefit payable under Section 7.1.2 shall
be payable to the Surviving Spouse of such Participant in the form of an
Actuarially Equivalent single life annuity commencing on the date the
Participant would have attained earliest retirement age, unless the Surviving
Spouse shall elect another Actuarially Equivalent form of payment permitted by
Section 6.1.1, by an instrument in writing filed with the Administrator within
60 days after the Participant's death. No benefit shall be payable under Section
7.1.2 unless the Spouse is alive on such Benefit Commencement Date.

      7.2.3   Notwithstanding the provisions of Sections 7.2.1 and 7.2.2, if the
present value of the pre-retirement death benefit payable under Section 7.1.1 or
7.1.2 is $3,500 or less, such benefit shall be distributed in a single lump sum
as soon as practicable following the death of the Participant.

      7.2.4   Any lump sum payment payable to a Spouse pursuant to this Section
7.2 shall be eligible for a direct rollover in accordance with Section 6.3.

7.3   Election to Waive
      -----------------

      7.3.1   An election by a married Participant under Section 7.2.1 must be
in the form of an election to waive the Qualified Pre-Retirement Survivor
Annuity. In order for any waiver pursuant to this Section 7.3.1 to be effective,
the Participant's Spouse must consent in writing to such election, and such
consent must acknowledge the effect of the election and must be witnessed by the
Administrator or a notary public. Such spousal consent shall be effective only
with respect to the Spouse giving this consent and, once given, such consent
shall be irrevocable. The Participant shall have the right to revoke his waiver
at any time prior to the earlier of the Participant's Benefit Commencement Date
or death.

                                     VII-2
<PAGE>

7.4   Beneficiaries
      -------------

      7.4.1   With respect to any death benefit payable pursuant to Section
7.1.1, a Participant's Beneficiary shall be his Surviving Spouse or, subject to
the Spousal consent rules in Section 7.3, other Beneficiary or Beneficiaries
designated by the Participant in accordance with rules established by the
Administrator. With respect to any death benefit payable pursuant to Section
7.1.2, a Participant's Beneficiary shall be his Surviving Spouse.

      7.4.2   With respect to any form of payment of a Retirement Benefit
pursuant to Article V providing for payments after the death of the Participant,
a Participant shall designate, in accordance with the election procedure under
Article VI, one or more Beneficiaries to whom amounts due after his death shall
be paid, and the rights of such Beneficiary shall be governed by the terms of
the form of payment so elected.

      7.4.3   No Spouse or other Beneficiary shall have any right to benefits
under the Plan unless he shall survive the Participant. If a Beneficiary fails
to survive a Participant for at least 30 days, it shall be presumed that the
Participant survived the Beneficiary.

7.5   After-Death Distribution Rules
      ------------------------------

      7.5.1   Notwithstanding any Plan provision to the contrary, if a
Participant dies after distribution of his benefits has commenced, the remaining
portion of such benefits will continue to be distributed at least as rapidly as
under the method of distribution being used prior to the Participant's death.

      7.5.2   Notwithstanding any Plan provision to the contrary, if a
Participant dies before distribution of his benefits has commenced, the
Participant's entire interest will be distributed no later than 5 years after
the Participant's death; provided, however, that, if any portion of the
Participant's interest is payable to his Beneficiary, distributions may be made
in substantially equal installments over the life or life expectancy of the
Beneficiary, commencing (i) in the case of a Beneficiary other than a Surviving
Spouse, no later than one year after the Participant's death; and (ii) in the
case of a Surviving Spouse, no later than the later of one year after the
Participant's death or the date on which the Participant would have attained age
70 1/2. If the Spouse dies before payments to such Spouse begin, subsequent
distributions shall be made as if the Spouse had been the Participant.

                                     VII-3
<PAGE>

                                 ARTICLE VIII
                         CONTRIBUTIONS AND FORFEITURES
                         -----------------------------

8.1   Contribution by the Company
      ---------------------------

      The Company and each Participating Affiliate will make contributions to
the Trust at such times and in such amounts as the Company may determine.

8.2   Contributions by Employees
      --------------------------

      Employees are not required or permitted to make contributions under the
Plan.

8.3   Forfeitures
      -----------

      Forfeitures under the Plan will be applied to reduce the Company's
contributions and will not be applied to increase the benefits of any person
hereunder prior to the termination of the Plan or complete discontinuance of
contributions by the Company.

8.4   Return of Employer Contributions under Special Circumstances
      ------------------------------------------------------------

      Notwithstanding any provision of this Plan to the contrary, upon timely
written demand by an Employer to the Trustee:

           (a)  Any contribution made by the Employer to the Plan under a
mistake of fact shall be returned to the Employer by the Trustee within one year
after the payment of the contribution;

           (b)  Any contribution made by the Employer incident to the
determination by the Commissioner of Internal Revenue that the Plan is initially
a Qualified Plan shall be returned to the Employer by the Trustee within one
year after notification from the Internal Revenue Service that the Plan is not
initially a Qualified Plan; and

           (c)  Any contribution made by the Employer conditioned upon the
deductibility of the contribution under Code (S) 404 shall be returned to the
Employer within one year after a deduction for the contribution under Code (S)
404 is disallowed by the Internal Revenue Service, but only to the extent
disallowed. Each contribution by an Employer shall be conditioned upon the
deductibility of the contribution under Code (S) 404 unless the Employer elects
otherwise.

                                    VIII-1
<PAGE>

                                  ARTICLE IX
                                  FIDUCIARIES
                                  -----------

9.1   Named Fiduciaries
      -----------------

      The Named Fiduciaries, who shall have authority to control and manage the
operation and administration of the Plan, are as follows:

           (a)  the Company, which shall have the sole right to (i) appoint and
remove from office the members of the Administrative Committee, the Trustee and
any investment manager; (ii) establish a funding policy relating to, and the
method for achieving the objectives of, the Plan; and (iii) amend or terminate
the Plan;

           (b)  the Administrative Committee, which shall have the authority and
duties specified in Article XI hereof;

           (c)  the Trustee, which shall have the authority and duties specified
in Article X hereof and the Trust Agreement; and, in addition, the authority and
duties of the Administrative Committee, in the event that no such Committee
shall be appointed or constituted by the Company; and

           (d)  any investment manager or managers selected by the Company who
renders investment advice with respect to Plan assets.

9.2   Employment of Advisers
      ----------------------

      A "named fiduciary" with respect to the Plan (as defined in ERISA (S)
402(a)(2)) and any "fiduciary" (as defined in ERISA (S) 3(21)) appointed by such
a "named fiduciary", may employ one or more persons to render advice with regard
to any responsibility of such "named fiduciary" or "fiduciary" under the Plan.

9.3   Multiple Fiduciary Capacities
      -----------------------------

      Any "named fiduciary" with respect to the Plan (as defined in ERISA (S)
402(a)(2)) and any other "fiduciary" (as defined in ERISA (S) 3(21)) with
respect to the Plan may serve in more than one fiduciary capacity.

9.4   Reliance
      --------

      Any fiduciary with respect to the Plan may rely upon any direction,
information or action of any other fiduciary, acting within the scope of its
responsibilities under the Plan, as being proper under the Plan.

                                     IX-1
<PAGE>

9.5  Scope of Authority and Responsibility
     -------------------------------------

     The responsibilities of the Administrative Committee and the Trustee for
the operation and administration of the Plan are allocated between them in
accordance with the provisions of the Plan and the Trust Agreement wherein their
respective duties are specified.  Each fiduciary shall have only the authority
and duties as are specifically given to it under this Plan, shall be responsible
for the proper exercise of its own authorities and duties, and shall not be
responsible for any act or failure to act of any other fiduciary.

                                     IX-2
<PAGE>

                                   ARTICLE X
                                    TRUSTEE
                                    -------

10.1  Trust Agreement
      ---------------

      The Company shall enter into one or more Trust Agreements with the Trustee
or Trustees selected by it in its sole discretion, and the Trustee shall receive
the contributions to the Trust Fund made by the Employer pursuant to the Plan
and shall hold, invest, reinvest, and distribute such fund, as applicable, in
accordance with the terms and provisions of the Trust Agreement.  The Company
will determine the form and terms of such Trust Agreement and may modify such
Trust Agreement from time to time to accomplish the purposes of this Plan and
may, in its sole discretion, remove any Trustee and select any successor
Trustee.

10.2  Assets in Trust
      ---------------

      Except as otherwise permitted under the Plan, all assets of the Plan shall
be held in trust by the Trustee who upon acceptance of such office shall have
such authority as is set forth in the Trust Agreement.

                                      X-1
<PAGE>

                                  ARTICLE XI
                           ADMINISTRATIVE COMMITTEE
                           ------------------------

11.1  Appointment and Removal of Administrative Committee
      ---------------------------------------------------

      The administration of the Plan shall be vested in an Administrative
Committee of at least three (3) persons who shall be appointed by the Board, and
may include persons who are not Participants in the Plan.  A person appointed a
member of the Committee shall signify his acceptance in writing.  The Board may
remove or replace any member of the Committee at any time in its sole
discretion, and any Committee member may resign by delivering his written
resignation to the Board, which resignation shall become effective upon its
delivery or at any later date specified therein.  If at any time there shall be
a vacancy in the membership of the Committee, the remaining member or members of
the Committee shall continue to act until such vacancy is filled by action of
the Board.

11.2  Officers of Administrative Committee
      ------------------------------------

      The Committee shall appoint from among its members a chairman, and shall
appoint as secretary a person who may be, but need not be, a member of the
Committee or a Participant in the Plan.

11.3  Action by Administrative Committee
      ----------------------------------

      The Committee shall hold meetings upon such notice, at such place or
places, and at such times as its members may from time to time determine.  A
majority of its members at the time in office shall constitute a quorum for the
transaction of business.  All action taken by the Committee at any meeting shall
be by vote of the majority of its members present at such meeting, except that
the Committee also may act without a meeting by a consent signed by a majority
of its members.  Any member of the Committee who is a Participant in the Plan
shall not vote on any question relating exclusively to himself.

11.4  Rules and Regulations
      ---------------------

      Subject to the terms of the Plan, the Committee may from time to time
adopt such rules and regulations as it shall deem appropriate for the
administration of the Plan and for the conduct and transaction of its business
and affairs.

11.5  Powers
      ------

      The Committee shall have such powers as may be necessary to discharge its
duties under the Plan, including the power:

          (a) to interpret and construe the Plan in its discretion, to determine
all questions with regard to employment, eligibility, Credited Service,
Compensation, Retirement

                                     XI-1
<PAGE>

Benefits, and such factual matters as date of birth and marital status, and
similarly related matters for the purpose of the Plan. The Committee's
determination of all questions arising under the Plan shall be conclusive upon
all Participants, the Board, the Company, Employers, the Trustee, and other
interested parties;

           (b) to prescribe procedures to be followed by Participants and
Beneficiaries filing application for benefits;

           (c) to prepare and distribute to Participants information explaining
the Plan;

           (d) to appoint or employ individuals to assist in the administration
of the Plan and any other agents it deems advisable, including legal, accounting
and actuarial counsel;

           (e) to instruct the Trustee to make benefit payments pursuant to the
Plan;

           (f) to appoint an enrolled actuary and to receive and review the
periodic valuation of the Plan made by such actuary;

           (g) to receive and review reports of disbursements from the Trust
Fund made by the Trustees; and

           (h) to receive and review the periodic audit of the Plan made by a
certified public accountant appointed by the Company.

11.6  Information from Participants
      -----------------------------

      Each Participant shall be required to furnish to the Committee, in the
form prescribed by it, such personal data, affidavits, authorizations to obtain
information, and other information as the Committee may deem appropriate for the
proper administration of the Plan.

11.7  Reports
      -------

      The Committee shall prepare, or cause to be prepared, such periodic
reports to the U.S. Labor Department, the Internal Revenue Service and the
Pension Benefit Guaranty Corporation as may be required pursuant to the Code or
ERISA.

11.8  Authority to Act
      ----------------

      The Committee may authorize one or more of its members, officers, or
agents to sign on its behalf any of its instructions, directions, notifications,
or communications to the Trustee, and the Trustee may conclusively rely thereon
and on the information contained therein.

                                     XI-2
<PAGE>

11.9  Liability for Acts
      ------------------

      The members of the Committee shall be entitled to rely upon all
valuations, certificates and reports furnished by the Plan actuary or accountant
and upon all opinions given by any legal counsel selected by the Committee, and
the members of the Committee shall be fully protected with respect to any action
taken or suffered by their having relied in good faith upon such actuary,
accountant or counsel and all action so taken or suffered shall be conclusive
upon each of them and upon all Participants and their Beneficiaries.  No member
of the Committee shall incur any liability for anything done or omitted by him
except only liability for his own willful misconduct.

11.10 Compensation and Expenses
      -------------------------

      Unless authorized by the Board, a member or officer of the Committee
shall not be compensated for his service in such capacity, but shall be
reimbursed for reasonable expenses incident to the performance of such duty.

11.11 Indemnity
      ---------

      The Company shall indemnify the members of the Committee and any of their
agents acting in behalf of the Plan against any and all liabilities or expenses,
including all legal fees related thereto, to which they may be subjected as
members of the Committee by reason of any act or failure to act which
constitutes a breach or an alleged breach of fiduciary responsibility under
ERISA or otherwise, except that due to a person's own willful misconduct.

11.12 Denied Claims
      -------------

      If any application for payment of a benefit under the Plan shall be
denied, the Committee shall with the denial write the claimant setting forth the
specific reasons for the denial and explaining the Plan's claim review
procedure.  If a claimant whose claim has been denied wishes further
consideration of his claim, he may request the Committee to review his claim in
a written statement of the claimant's position filed with the Committee no later
than 60 days after the claimant receives such denial.  The Committee shall make
a full review of the claim and the denial, giving the claimant written notice of
its decision within the next 60 days.  Due to special circumstances, if no
decision has been made within the first 60 days and notice of the need for
additional time has been furnished within such period, the decision may be made
within the following 60 days.  A claimant shall be required to exhaust the
administrative remedies provided by this Section 11.12 prior to seeking any
other form of relief.

                                     XI-3
<PAGE>

                                  ARTICLE XII
                         PLAN AMENDMENT OR TERMINATION
                         -----------------------------

12.1  Plan Amendment
      --------------

      The Company shall have the right at any time to amend the Plan, which
amendment shall be evidenced by an instrument in writing signed by an authorized
officer of the Company, effective retroactively or otherwise.  No such amendment
shall have any of the effects specified in Section 12.2.

12.2  Limitations on Plan Amendment
      -----------------------------

      No Plan amendment shall:

          (a) authorize any part of the Trust to be used for, or diverted to,
purposes other than for the exclusive benefit of Participants or their
Beneficiaries;

          (b) decrease the accrued benefits of any Participant or his
Beneficiary under the Plan (except to the extent permitted under Code (S)
412(c)(8)); or

          (c) change the vesting schedule, either directly or indirectly, unless
each Participant having not less than three years of Vesting Service is
permitted to elect, within a reasonable period specified by the Administrator
after the adoption of such amendment, to have his vested percentage computed
without regard to such amendment. The period during which the election may be
made shall commence with the date the amendment is adopted and shall end as the
later of:

              (i)   sixty days after the amendment is adopted;
              (ii)  sixty days after the amendment becomes effective; or
              (iii) sixty days after the Participant is issued written notice
      by the Administrator.

12.3  Right of the Employer to Terminate Plan
      ---------------------------------------

      The Company intends and expects that from year to year it will be able to
and will deem it advisable to continue this Plan in effect and to make
contributions as herein provided.  The Company reserves the right, however, to
terminate the Plan at any time which termination shall be evidenced by an
instrument in writing signed by an authorized officer of the Company delivered
to the Administrator and the Trustee.

                                     XII-1
<PAGE>

12.4  Effect of Partial or Complete Termination
      -----------------------------------------

      12.4.1  Determination of Date of Complete or Partial Termination.  The
              --------------------------------------------------------
date of complete or partial termination shall be established by the
Administrator in accordance with the directions of the Company in accordance
with applicable law.

      12.4.2  Effect of Termination.
              ---------------------

              (a)  As of the date of a partial termination of the Plan:

                   (i)   the accrued benefit of each affected Participant who is
      then an Employee, to the extent funded, shall become nonforfeitable;

                   (ii)  no affected Participant shall be granted Credited
      Service based on Years of Service after such date; and

                   (iii) Compensation paid to affected Participants after such
      date shall not be taken into account.

              (b)  As of the date of the complete termination of the Plan:

                   (i)   the accrued benefit of each Participant who is then an
      Employee, to the extent funded, shall become non-forfeitable;

                   (ii)  no Participant shall be granted Credited Service based
      on Years of Service after such date;

                   (iii) Compensation paid after such date shall not be taken
      into account;

                   (iv)  no Eligible Employee shall become a Participant after
      such date; and

                   (v)   except as may otherwise be required by applicable law,
      all Employer obligations to fund the Plan shall terminate.

12.5  Allocation of Assets
      --------------------

      At any time as the Company determines to distribute the Trust, the Trust
shall be applied to the payment of or provision for benefits in accordance with
the priority classes established by ERISA (S) 4044.  The respective amounts
allocated to such priority classes shall be distributed to or set aside for the
benefit of the persons entitled thereto in such manner as is determined by the
Administrator.

                                     XII-2
<PAGE>

12.6  Residual Assets
      ---------------

      Any amounts remaining in the Trust after the satisfaction of all
liabilities of the Trust with respect to all Participants and their
Beneficiaries shall revert to the Employer.

12.7  Limitations Applicable to Certain Highly Paid Participants
      ----------------------------------------------------------

      Notwithstanding any provision in the Plan to the contrary, in any Plan
Year the annual payments to a Participant who is among the 25 "highly
compensated employees" (as defined in Code Section 414(q)) with the greatest
Compensation for the Plan Year shall not exceed the amount which would be
payable to such Participant in the form of a single life annuity which is the
actuarial equivalent of the sum of the Participant's Accrued Benefit and other
Plan benefits, unless:

      (a) after payment of all Plan benefits to such Participant, the value of
the Plan's assets equals or exceeds 110 percent of the value of the Plan's
"current liabilities" (as defined in Code Section 412(l)(7)), or

      (b) the value of such Participant's Plan benefits is less than 1 percent
of the value of the Plan's current liabilities.

                                     XII-3
<PAGE>

                                 ARTICLE XIII
                           MISCELLANEOUS PROVISIONS
                           ------------------------

13.1  Exclusive Benefit of Participants
      ---------------------------------

      The Trust shall be held for the benefit of all persons who shall be
entitled to receive payments under the Plan. It shall be prohibited at any time
for any part of the Trust (other than such part as is required to pay expenses)
to be used for, or diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries.

13.2  Plan Not a Contract of Employment
      ---------------------------------

      The Plan is not a contract of Employment, and the terms of Employment of
any Employee shall not be affected in any way by the Plan or related instruments
except as specifically provided therein.

13.3  Source of Benefits
      ------------------

      Benefits under the Plan shall be paid or provided for solely from the
Trust, and neither the Company, an Employer, the Administrator, Trustee or
Investment Manager shall assume any liability therefor.

13.4  Benefits Not Assignable
      -----------------------

      Benefits provided under the Plan may not be assigned or alienated, either
voluntarily or involuntarily. The preceding sentence shall also apply to the
creation, assignment or recognition of a right to any benefit payable with
respect to a Participant pursuant to a "domestic relations order" (as defined in
Code (S) 414(p)) unless such order is determined by the Administrator to be a
"qualified domestic relations order" (as defined in Code (S) 414(p)) or, in the
case of a "domestic relations order" entered before January 1, 1985, if either
payment of benefits pursuant to the order has commenced as of that date or the
Administrator decides to treat such order as a "qualified domestic relations
order" within the meaning of Code (S) 414(p) even if it does not otherwise
qualify as such.

13.5  Domestic Relations Orders
      -------------------------

      Any other provision of the Plan to the contrary notwithstanding, the
Administrator shall have all powers necessary with respect to the Plan for the
proper operation of Code (S) 414(p) with respect to "qualified domestic
relations orders" (or "domestic relations orders" treated as such) referred to
in Section 13.4, including, but not limited to, the power to establish all
necessary or appropriate procedures, to authorize the establishment of new
accounts with such assets and subject to such restrictions as the Administrator
may deem appropriate, and the Administrator may decide upon and direct
appropriate distributions therefrom.

                                    XIII-1
<PAGE>

13.6  Benefits Payable to Minors, Incompetents and Others
      ---------------------------------------------------

      In the event any benefit is payable to a minor or an incompetent or to a
person otherwise under a legal disability, or who, in the sole discretion of the
Administrator, is by reason of advanced age, illness or other physical or mental
incapacity incapable of handling and disposing of his property, or otherwise is
in such position or condition that the Administrator believes that he could not
utilize the benefit for his support or welfare, the Administrator shall have
discretion to apply the whole or any part of such benefit directly to the care,
comfort, maintenance, support, education or use of such person, or pay the whole
or any part of such benefit to the parent of such person, the guardian,
committee, conservator or other legal representative, wherever appointed, of
such person, the person with whom such person is residing, or to any other
person having the care and control of such person. The receipt by any such
person to whom any such payment on behalf of any Participant or Beneficiary is
made shall be a sufficient discharge therefor.

13.7  Merger or Transfer of Assets
      ----------------------------

      13.7.1  The merger or consolidation of the Company with any other person,
or the transfer of the assets of the Company to any other person, shall not
constitute a termination of the Plan, if provision is made for the continuation
of the Plan.

      13.7.2  The Plan may not merge or consolidate with, or transfer any assets
or liabilities to, any other plan, unless each Participant would (if the Plan
then terminated) receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).

13.8  Participation in the Plan by an Affiliate
      -----------------------------------------

      13.8.1  By duly authorized action, an Affiliate may adopt the Plan. Such
Affiliate by duly authorized action, also may determine the classes of its
Employees who shall be Eligible Employees. Such Affiliate shall make such
contributions to the Plan on behalf of such Employees as is determined by the
Company. If no such action is taken, the Eligible Employees and the amount of
Retirement Benefit shall be determined in accordance with the Plan provisions
applicable to an Employer.

      13.8.2  By duly authorized action, any other Employer may terminate its
participation in the Plan or withdraw from the Plan and the Trust.

      13.8.3  An Employer other than the Company shall have no power with
respect to the Plan except as specifically provided by this Section 13.8.

                                    XIII-2
<PAGE>

13.9  Action by Employer
      ------------------

      Any action required to be taken by an Employer pursuant to the terms of
the Plan shall be taken by the board of directors of the Employer or any person
or persons duly empowered to exercise the powers of the Employer with respect to
the Plan.

13.10 Provision of Information
      ------------------------

      For purposes of the Plan, each Employee shall execute such forms as may be
reasonably required by the Administrator and the Employee shall make available
to the Administrator and the Trustee any information they may reasonably request
in this regard.

13.11 Controlling Law
      ---------------

      The Plan is intended to qualify under Code (S) 401(a) and to comply with
ERISA, and its terms shall be interpreted accordingly. Otherwise, to the extent
not preempted by ERISA, the laws of the State of Alabama shall control the
interpretation and performance of the terms of the Plan.

13.12 Conditional Restatement
      -----------------------

      Anything in the foregoing to the contrary notwithstanding, the Plan has
been restated on the express condition that it will be considered by the
Internal Revenue Service as qualifying under the provisions of Code (S) 401(a)
and the Trust qualifying for exemption from taxation under Code (S) 501(a). If
the Internal Revenue Service determines that the Plan or Trust does not so
qualify, the Plan shall be amended or terminated as decided by the Company.

13.13 Rules of Construction
      ---------------------

      Masculine pronouns used herein shall refer to men or women or both and
nouns and pronouns when stated in the singular shall include the plural and when
stated in the plural shall include the singular, unless qualified by the
context. Titles of Articles and Sections of the Plan are for convenience of
reference only and are to be disregarded in applying the provisions of the Plan.
Any reference in this Plan to an Article or Section is to the Article or Section
so specified of the Plan.

                                    XIII-3
<PAGE>

      IN WITNESS WHEREOF, LIBERTY NATIONAL LIFE INSURANCE COMPANY has caused
this Plan to be restated, effective as of January 1, 1989.


                                   LIBERTY NATIONAL LIFE INSURANCE
                                   COMPANY


                                   By: /s/ Anthony L. McWhorter
                                      -------------------------

                                    XIII-4
<PAGE>

                                  APPENDIX A
                             TOP-HEAVY PROVISIONS
                             --------------------

      A.   As used in this Appendix A, each of the following terms shall have
the meanings for that term set forth below:

           (a)  Defined Benefit Plan means, a plan of the type defined in Code
                --------------------
(S) 414(j) maintained by the Company or an Affiliate, as applicable.

           (b)  Defined Contribution Plan means, a plan of the type defined in
                -------------------------
Code (S) 414(i) maintained by the Company or an Affiliate, as applicable.

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

           (d)  Determination Period means the Plan Year containing the
                --------------------
Determination Date and the four preceding Plan Years.

           (e)  Key Employee means any Employee or former Employee (and the
                ------------
Beneficiaries of such Employee) who at any time during the Determination Period
was:

                (i)   an officer of an Employer having Limitation Compensation
      greater than 50% of the dollar limitation under Code (S) 415(b)(1)(A) for
      any Plan Year within the Determination Period,

                (ii)  an owner (or individual considered an owner under Code (S)
      318) of one of the ten largest interests in an Employer if such
      individual's Limitation Compensation exceeds 100% of the dollar limitation
      in effect under Code (S) 415(c)(1)(A),

                (iii) a "5-percent owner" (as defined in Code (S) 416(i)) of an
      Employer, or

                (iv)  a "1-percent owner" (as defined in Code (S) 416(i)) of an
      Employer who has Limitation Compensation of more than $150,000.

           (f)  Limitation Compensation means, for an Employee, the Employee's
                -----------------------
earned income, wages, salaries, fees for professional services and other amounts
received for personal services actually rendered in the course of Employment
(including, but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses); amounts described in Code (S)(S) 104(a)(3), 105(a)
and 105(h) to the extent includable in the Employee's gross income; amounts
described in Code (S) 105(d) whether or not excludable from the Employee's gross
income; reimbursed non-deductible moving

                                      A-1
<PAGE>

expenses; the value of nonqualified stock options to the extent includable in
the Employee's gross income in the year of grant; the amount includable in the
Employee's gross income pursuant to an election under Code (S) 83(b);
distributions from an unfunded, non-qualified plan of deferred compensation; and
excluding the following:

                (i)   contributions to a plan of deferred compensation which are
      not includable in the Employee's gross income for the taxable year in
      which contributed, or contributions under a "simplified employee pension"
      (within the meaning of Code (S) 408(k)) to the extent such contributions
      are deductible by the Employee, or any distributions from a plan of
      deferred compensation (other than an unfunded non-qualified plan);

                (ii)  amounts realized from the exercise of a non-qualified
      stock option, or when restricted stock (or other property) held by the
      Employee either becomes freely "transferable" or is no longer subject to a
      "substantial risk of forfeiture" (both quoted terms within the meaning of
      Code (S) 83(a));

                (iii) amounts realized from the sale, exchange or other
      disposition of stock acquired under a qualified stock option; and

                (iv)  other amounts which received special tax benefits, or
      contributions made (whether or not under a salary reduction agreement)
     towards the purchase of an annuity described in Code (S) 403(b) (whether or
     not the amounts are actually excludable from the gross income of the
     Employee).

           (g)  Non-Key Employee means any Employee who is not a Key Employee.
                ----------------

           (h)  Permissive Aggregation Group means the Required Aggregation
                ----------------------------
Group of plans plus any other plan or plans of the Company or an Affiliate
which, when considered as a group with the Required Aggregation Group, would
continue to satisfy the requirements of Code (S)(S) 401(a)(4) and 410.

           (i)  Required Aggregation Group means (i) each Qualified Plan of an
                --------------------------
Employer in which at least one Key Employee participates, and (ii) any other
Qualified Plan of an Employer which enables a plan described in (i) to meet the
requirements of Code (S)(S) 401(a)(4) and 410.

           (j)  Super Top-Heavy Plan means, for any Plan Year beginning after
                --------------------
December 31, 1983, the Plan, if any Top-Heavy Ratio as determined under the
definition of Top-Heavy Plan exceeds 90%.

           (k)  Top-Heavy Plan means, for any Plan Year beginning after December
                --------------
31, 1983, the Plan, if any of the following conditions exists:

                (i)  If the Top-Heavy Ratio for the Plan exceeds sixty percent
      and the Plan is not part of any Required Aggregation Group or Permissive
      Aggregation Group

                                      A-2
<PAGE>

      of plans.

                (ii)  If the Plan is a part of a Required Aggregation Group of
      plans but not part of a Permissive Aggregation Group and the Top-Heavy
      Ratio for the Required Aggregation Group of plans exceeds sixty percent.

                (iii) If the Plan is a part of a Required Aggregation Group and
      part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio
      for the Permissive Aggregation Group exceeds sixty percent.

           (l)  Top-Heavy Ratio means,
                ---------------

                (i)   If the Company or an Affiliate maintains one or more
      Defined Benefit Plans and the Company or an Affiliate has never maintained
      any Defined Contribution Plan (including any "simplified employee pension"
      within the meaning of Code (S) 408(k)) which during the 5-year period
      ending on the Determination Date has or has had account balances, the Top-
      Heavy Ratio for the Plan alone or for the Required or Permissive
      Aggregation Group, as appropriate, is a fraction, the numerator of which
      is the sum of the present values of accrued benefits under the aggregated
      Defined Benefit Plans of all Key Employees as of the respective
      Determination Date for each plan (including any part of any accrued
      benefit distributed in the 5-year period ending on the Determination
      Date), and the denominator of which is the sum of the present values of
      all accrued benefits under the aggregated Defined Benefit Plans as of the
      respective Determination Date for each plan (including any part of any
      accrued benefit distributed in the 5-year period ending on the
      Determination Date) determined in accordance with Code (S) 416.

                (ii)  If the Company or an Affiliate maintains one or more
      Defined Benefit Plans and the Company or an Affiliate maintains or has
      maintained one or more Defined Contribution Plans (including any
      "simplified employee pension" within the meaning of Code (S) 408(k)) which
      during the 5-year period ending on the Determination Date has or has had
      any account balances, the Top-Heavy Ratio for any Required or Permissive
      Aggregation Group, as appropriate, is a fraction, the numerator of which
      is the sum of the present value of accrued benefits under the aggregated
      Defined Benefit Plans for all Key Employees, determined in accordance with
      (i) above, plus the sum of account balances under the aggregated Defined
      Contribution Plans for all Key Employees as of the respective
      Determination Date for each plan, and the denominator of which is the sum
      of the present value of all accrued benefits under the aggregated Defined
      Benefit Plans, determined in accordance with (i) above, plus the sum of
      all account balances under the aggregated Defined Contribution Plans for
      all Participants as of the respective Determination Date for each plan,
      all determined in accordance with Code (S) 416. The account balances under
      a Defined Contribution Plan in both the numerator and denominator of the
      Top-Heavy Ratio are adjusted for any distribution of any account balance
      made in the 5-year period ending on the Determination Date.

                                      A-3
<PAGE>

                (iii) For purposes of (i) and (ii) above, the value of account
      balances and the present value of accrued benefits will be determined as
      of the most recent Valuation Date that falls within or ends with the 12-
      month period ending on the Determination Date, except as provided in Code
      (S) 416 for the first and second plan year of a Defined Benefit Plan. The
      account balances and accrued benefits of a Participant (A) who is a Non-
      Key Employee but who was a Key Employee in a prior year, or (B) who has
      not been credited with at least one Hour of Service with any Employer at
      any time during the 5-year period ending on the Determination Date will be
      disregarded. The calculation of the Top-Heavy Ratio, and the extent to
      which distributions, rollovers, and transfers are taken into account will
      be made in accordance with Code (S) 416. Deductible employee contributions
      will not be taken into account for purposes of computing the Top-Heavy
      Ratio. When aggregating plans, the value of account balances and accrued
      benefits will be calculated with reference to the respective Determination
      Dates for the aggregated plans that fall within the same calendar year.

                (iv)  Solely for the purpose of determining if the Plan, or any
      other plan included in a Required Aggregation Group of which this Plan is
      a part, is Top-Heavy (within the meaning of Code (S) 416(g)) such
      determination shall be made under (A) the method, if any, that uniformly
      applies for accrual purposes under all plans maintained by the Employer,
      or (B) if there is no such method, as if such benefit accrued not more
      rapidly than the slowest accrual rate permitted under the fractional
      accrual rate of Code (S) 411(b)(l)(C).

           (m)  Valuation Date means, the date as of which account balances, or
                --------------
accrued benefits are valued for purposes of calculating the Top-Heavy Ratio.

      B.   If the Plan is determined to be a Top-Heavy Plan or a Super Top-Heavy
Plan as of any Determination Date, then it shall be subject to the rules set
forth in this Appendix A, beginning with the first Plan Year commencing after
such Determination Date. Even if, as of a subsequent Determination Date, the
Plan is determined to no longer be a Top-Heavy Plan or a Super Top-Heavy Plan,
the rules set forth in these Sections will continue to apply.

      C.   For each Plan Year beginning before January 1, 1989 in which the Plan
is a Top-Heavy Plan or Super Top-Heavy Plan, Compensation for the purpose of
this Plan shall be limited to the first $200,000 (or such larger amount as may
be prescribed for the Plan Year involved pursuant to Code (S) 416(d)(2)) of the
amount that would otherwise have been Compensation.

      D.   (a)  Except as provided in subparagraphs (b) and (c) below, for any
Plan Year in or after which the Plan is a Top-Heavy Plan, each Participant who
is a Non-Key Employee and has completed one Year of Service will accrue a
Retirement Benefit (to be provided solely by Employer contributions) and
expressed as a single life annuity commencing at normal retirement age (within
the meaning of Code (S) 411(a)(8)) of not less than 2% of his or her average
Limitation Compensation for the 5 consecutive years for which the Participant
had the highest Limitation

                                      A-4
<PAGE>

Compensation. The aggregate Limitation Compensation for the years during such
five-year period in which the Participant was credited with one Year of Service
will be divided by the number of such years in order to determine average
Limitation Compensation. The minimum accrual is determined without regard to any
Social Security contribution. The minimum accrual applies even though under
other Plan provisions the Participant would not otherwise be entitled to receive
an accrual, or would have received a lesser accrual for the Plan Year. The
suspension of benefits provisions of this Plan shall not apply to the minimum
benefits hereunder.

           (b)  No additional benefit accruals shall be provided pursuant to (a)
above to the extent that the total accruals on behalf of the Participant
attributable to Employer contributions will provide a Retirement Benefit
expressed as a single life annuity commencing at normal retirement age (within
the meaning of Code (S) 411(a)(8)) that equals or exceeds 20% of the
Participant's highest average Limitation Compensation for the 5 consecutive
years for which the Participant had the highest Limitation Compensation. All
accruals of Employer derived benefits, whether or not attributable to years for
which the Plan is a Top-Heavy Plan, may be used in computing whether the minimum
accrual requirement of the preceding sentence is satisfied.

           (c)  The provision in (a) above shall not apply to any Participant to
the extent that the Participant is covered under any other plan or plans of an
Employer and the Employer has provided in that plan that the minimum allocation
or benefit requirement applicable to this Top-Heavy Plan will be met in the
other plan or plans.

      E.   If the Plan is a Top-Heavy Plan for any Plan Year, then the maximum
benefit which can be provided under Code (S) 415 shall be determined by
substituting "1.00" for "1.25" in Code (S) 415(e)(2)(B) and (3)(B), unless the
Plan meets the requirements of Code (S) 416(h)(2)(B) and the Administrator
increases the minimum rate of benefit accrual provided in Section D by one
percent.

      F.   Beginning with the Plan Year in which this Plan is Top-Heavy, the
following vesting schedule will apply:

           Completed Years of                          Vested
             Vesting Service                         Percentage
           ------------------                        ----------

                   2                                     20%
                   3                                     40%
                   4                                     60%
                   5                                    100%

      G.   In the event that any provision of this Appendix A is no longer
required to qualify the Plan under the Code, then such provision shall thereupon
be void without the necessity of further amendment of the Plan.

                                      A-5