<PAGE>   1

                            THE PER-SE TECHNOLOGIES
                         EMPLOYEES' RETIREMENT SAVINGS
                                      PLAN


<PAGE>   2



           THE PER-SE TECHNOLOGIES EMPLOYEES' RETIREMENT SAVINGS PLAN


         THIS INDENTURE made on the 20th day of January, 2000, by PER-SE
TECHNOLOGIES, INC. (formerly Medaphis Corporation), a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter
called the "Primary Sponsor");


                              W I T N E S S E T H:


         WHEREAS, the Primary Sponsor established by indenture dated June 30,
1991, the Medaphis Corporation Employees' Retirement Savings Plan which was
last amended and restated by indenture dated June 30, 1995 (the "Plan"); and


         WHEREAS, the Primary Sponsor wishes to amend and restate the Plan to
change the name of the Plan to the Per-Se Technologies Employees' Retirement
Savings Plan to reflect changes required or permitted by the Small Business Job
Protection Act of 1996 and the Taxpayer Relief Act of 1997; and


         WHEREAS, the Board of Directors of the Primary Sponsor has approved
and authorized the amendment and restatement of the Plan; and


         WHEREAS, the Plan is intended to be a profit sharing plan within the
meaning of Treasury Regulations Section 1.401-1(b)(1)(ii) and also contains a
cash or deferred arrangement as described in Section 401(k) of the Internal
Revenue Code of 1986.


         NOW, THEREFORE, the Primary Sponsor does hereby amend and restate the
Plan, in its entirety, generally effective January 1, 1997, except as otherwise
provided herein, to read as follows:


<PAGE>   3

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                                                               Page
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<S>               <C>                                                                                          <C>
SECTION 1         DEFINITIONS.....................................................................................1

SECTION 2         ELIGIBILITY....................................................................................11

SECTION 3         CONTRIBUTIONS..................................................................................11

SECTION 4         ALLOCATIONS....................................................................................13

SECTION 5         INDIVIDUAL FUNDS AND INVESTMENTS OF TRUST ASSETS...............................................14

SECTION 6         PLAN LOANS.....................................................................................15

SECTION 7         WITHDRAWALS DURING EMPLOYMENT..................................................................17

SECTION 8         DEATH BENEFITS.................................................................................19

SECTION 9         PAYMENT OF BENEFITS ON RETIREMENT OR DEATH.....................................................20

SECTION 10        PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT...............................................26

SECTION 11        ADMINISTRATION OF THE PLAN.....................................................................28

SECTION 12        CLAIM REVIEW PROCEDURE.........................................................................30

SECTION 13        LIMITATION OF ASSIGNMENT, ETC..................................................................31

SECTION 14        PROHIBITION AGAINST DIVERSION..................................................................32

SECTION 15        LIMITATION OF RIGHTS...........................................................................32

SECTION 16        AMENDMENT TO OR TERMINATION....................................................................32

SECTION 17        ADOPTION OF PLAN BY AFFILIATES.................................................................34

SECTION 18        QUALIFICATION AND RETURN OF CONTRIBUTIONS......................................................34

SECTION 19        INCORPORATION OF SPECIAL LIMITATIONS...........................................................35

APPENDIX A        SPECIAL NONDISCRIMINATION RULES...............................................................A-1

APPENDIX B        LIMITATION ON ALLOCATIONS.....................................................................B-1

APPENDIX C        TOP-HEAVY PROVISIONS..........................................................................C-1

APPENDIX D        SPECIAL RULES.................................................................................D-1
</TABLE>


<PAGE>   4

                                   SECTION 1
                                  DEFINITIONS

         Wherever used herein, the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context
clearly indicates otherwise and the following words and phrases shall, when
used herein, have the meanings set forth below:

         1.1      "Account" means the account established and maintained by the
Plan Administrator to reflect the interest of a Member in the Fund. In addition
to any other accounts as the Plan Administrator may establish and maintain, the
Plan Administrator shall establish and maintain separate accounts (each of
which shall be adjusted pursuant to the Plan to reflect income, gains, losses
and other credits or charges attributable thereto) for each Member to be
designated as follows:

                  (a)      "Employee Deferral Account" which shall reflect a
         Member's interest in contributions made by a Plan Sponsor under Plan
         Section 3.1 and as Qualified Nonelective Contributions (as defined in
         Appendix A).

                  (b)      "Matching Account" which shall reflect a Member's
         interest in matching contributions made by a Plan Sponsor under Plan
         Section 3.2.

                  (c)      "Company Account" which shall reflect a Member's
         interest in contributions made by a Plan Sponsor under Plan Section
         3.3.

                  (d)      "Rollover Account" which shall reflect a Member's
         interest in Rollover Amounts.

                  (e)      "Prior Company Account" which shall reflect a
         Member's interest in contributions (other than Elective Deferrals)
         that are made by a Member's prior employer and which are 100% vested.

In addition, the Plan Administrator shall allocate the interest of a Member in
any funds transferred to the Plan in a trust-to-trust transfer (other than
Rollover Amounts) or pursuant to the merger of another tax-qualified retirement
plan with the Plan among the Member's Accounts as the Plan Administrator
determines best reflects the interest of the Member.

         1.2      "Accrued Benefit" means the balance of a Member's Account.

         1.3      "Affiliate" means (a) any corporation which is a member of
the same controlled group of corporations (within the meaning of Code Section
414(b)) as is a Plan Sponsor, (b) any other trade or business (whether or not
incorporated) under common control (within the meaning of Code Section 414(c))
with a Plan Sponsor, (c) any other corporation, partnership or other
organization which is a member of an affiliated service group (within the
meaning of Code Section 414(m)) with a Plan Sponsor, and (d) any other entity
required to be aggregated with a Plan Sponsor pursuant to regulations under
Code Section 414(o).


<PAGE>   5

         1.4      "Anniversary Date" means the first day of each Plan Year.

         1.5      "Annual Compensation" means the amount paid to an Employee by
a Plan Sponsor and Affiliates during a Plan Year as compensation that would be
subject to income tax withholding under Code Section 3401(a), (but without
regard to any rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed, such as the
exception for agricultural labor in Code Section 3401(a)(2), to the extent not
in excess of $160,000 (for the Plan Year beginning in 1997), which amount shall
be adjusted for changes in the cost of living as provided in regulations issued
by the Secretary of the Treasury, except for purposes of determining Highly
Compensated Employees. Notwithstanding the above, Annual Compensation shall be
determined as follows:

                  (a)      in determining the amount of contributions under
         Plan Section 3 and allocations under Plan Section 4 made by or on
         behalf of an Employee and for purposes of applying the provisions of
         Appendix A hereto for such Plan Years as the Secretary of the Treasury
         may allow, Annual Compensation shall only include amounts received for
         the portion of the Plan Year during which the Employee was a Member
         and shall exclude income from sources outside the United States
         whether or not excludable under Code Section 911;

                  (b)      in determining the amount of contributions under
         Plan Section 3 and allocations under Plan Section 4 made by or on
         behalf of an Employee, Annual Compensation shall not include
         reimbursements or other expense allowances, taxable fringe benefits,
         short-term disability pay, amounts realized from the exercise of
         non-qualified stock options or when restricted stock (or property)
         held by an employee either becomes freely transferable or is no longer
         subject to a substantial risk of forfeiture, moving expense
         allowances, deferred compensation, and welfare benefits.
         Notwithstanding anything contained herein to the contrary, if using
         the definition of Annual Compensation as described in this Subsection
         (b) for purposes of Plan Section 3.3 results in a "compensation
         percentage" for Employees who are Highly Compensated Employees which
         is greater than the "compensation percentage" for Employees who are
         not Highly Compensated Employees by more than a de minimis amount,
         then short-term disability pay and amounts realized from the exercise
         of non-qualified stock options or when restricted stock (or property)
         held by an employee either becomes freely transferable or is no longer
         subject to a substantial risk of forfeiture shall be included in
         Annual Compensation for purposes of Plan Section 3.3. The
         "compensation percentage" for a group of Employees is the average of
         the "compensation ratio" for each Employee in the group. An Employee's
         "compensation ratio" is the Employee's Annual Compensation determined
         pursuant to the first sentence of this Subsection (b) divided by the
         Employee's Annual Compensation determined pursuant to the second
         sentence of this Subsection (b).

                  (c)      in determining the amount of contributions under
         Plan Sections 3.1 and 3.2 made by or on behalf of an Employee, Annual
         Compensation shall include amounts accrued with respect to services
         performed in the Plan Year and, but for the Employee's election to
         defer such amounts (under this Plan or any other plan of deferred


                                       2
<PAGE>   6

         compensation maintained by the Primary Sponsor or an Affiliate), would
         have been received by the Employee in the Plan Year;

                  (d)      for all purposes under the Plan, except as provided
         in Subsection (e), Annual Compensation shall include any amount
         contributed by a Plan Sponsor on behalf of an Employee pursuant to a
         salary reduction agreement which is not includable in the gross income
         of the Employee under Sections 125, 402(g)(3), and 402(h) of the Code.

                  (e)      for purposes of applying the annual addition limits
         set forth in Appendix B, the provisions of Subsection (d) shall not
         apply until January 1, 1998;

                  (f)      for purposes of applying the annual addition limits
         set forth in Appendix B, the term Plan Sponsor as used in Plan Section
         1.5 shall mean Plan Sponsor as that term is defined in Section 4 of
         Appendix B.

         1.6      "Beneficiary" means the person or trust that a Member
designated most recently in writing to the Plan Administrator; provided,
however, that if the Member has failed to make a designation, no person
designated is alive, no trust has been established, or no successor Beneficiary
has been designated who is alive, the term "Beneficiary" means (a) the Member's
spouse or (b) if no spouse is alive, the Member's surviving children, or (c) if
no children are alive, the Member's parent or parents, or (d) if no parent is
alive, the legal representative of the deceased Member's estate.
Notwithstanding the preceding sentence, the spouse of a married Member shall be
his Beneficiary unless that spouse has consented in writing to the designation
by the Member of some other person or trust and the spouse's consent
acknowledges the effect of the designation and is witnessed by a notary public
or a Plan representative. A Member may change his designation at any time.
However, a Member may not change his designation without further consent of his
spouse under the terms of the preceding sentence unless the spouse's consent
permits designation of another person or trust without further spousal consent
and acknowledges that the spouse has the right to limit consent to a specific
beneficiary and that the spouse voluntarily relinquishes this right.
Notwithstanding the above, the spouse's consent shall not be required if the
Member establishes to the satisfaction of the Plan Administrator that the
spouse cannot be located, if the Member has a court order indicating that he is
legally separated or has been abandoned (within the meaning of local law)
unless a "qualified domestic relations order" (as defined in Code Section
414(p)) provides otherwise, or if there are other circumstances as the
Secretary of the Treasury prescribes. If the spouse is legally incompetent to
give consent, consent by the spouse's legal guardian shall be deemed to be
consent by the spouse.

         1.7      "Board of Directors" means the Board of Directors of the
Primary Sponsor.

         1.8      "Break in Service" means the failure of an Employee to
perform an Hour of Service during the twelve consecutive month period
commencing on a Severance Date.

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


                                       3
<PAGE>   7

         1.10     "Company Stock" means a share or shares of any class of stock
issued by the Primary Sponsor (or any of its Affiliates) which constitutes
employer securities within the meaning of Code Section 4978(e)(5).

         1.11     "Company Stock Fund" means an Individual Fund that is
primarily invested in Company Stock.

         1.12     "Deferral Amount" means a contribution of a Plan Sponsor on
behalf of a Member pursuant to Plan Section 3.1.

         1.13     "Direct Rollover" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

         1.14     "Disability" means a disability of a Member within the
meaning of Code Section 72(m)(7), to the extent that the Member is, or would
be, entitled to disability retirement benefits under the federal Social
Security Act or to the extent that the Member is entitled to recover benefits
under any long term disability plan or policy maintained by the Plan Sponsor.
The determination of whether or not a Disability exists shall be determined by
the Plan Administrator and shall be substantiated by competent medical
evidence.

         1.15     "Distributee" means an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code Section
414(p), are Distributees with regard to the interest of the spouse or former
spouse.

         1.16     "Effective Date" means January 1, 1997.

         1.17     "Elective Deferrals" means, with respect to any taxable year
of the Member, the sum of:

                  (a)      any Deferral Amounts;

                  (b)      any contributions made by or on behalf of a Member
         under any other qualified cash or deferred arrangement as defined in
         Code Section 401(k), whether or not maintained by a Plan Sponsor, to
         the extent such contributions are not or would not, but for Code
         Section 402(g)(1) be included in the Member's gross income for the
         taxable year; and

                  (c)      any other contributions made by or on behalf of a
         Member pursuant to Code Section 402(g)(3).

         1.18     "Eligibility Service" means the completion by an Employee of
a twelve-consecutive-month period beginning on the date on which the Employee
first performs or performed an Hour of Service upon his employment or
reemployment or any anniversary thereof, without reaching a Severance Date;
provided, however:


                                       4


<PAGE>   8

                  (a)      if an Employee quits, retires or is discharged and
         then performs an Hour of Service within twelve months of his Severance
         Date, then such period of severance shall be taken into account in
         calculating Eligibility Service;

                  (b)      if an Employee quits, is discharged, or retires
         during an absence from service of twelve months or less for any reason
         other than quit, discharge or attainment of a Retirement Date and the
         Employee then performs an Hour of Service within twelve months of the
         date the Employee was first absent from service, then such period of
         absence shall be taken into account in calculating Eligibility
         Service;

                  (c)      in the case of an Employee who remains absent from
         service beyond the first anniversary of the commencement of a period
         of absence (1) by reason of the pregnancy of the Employee, (2) by
         reason of the birth of a child of the Employee, (3) by reason of the
         placement of a child with the Employee in connection with the adoption
         of the child by the Employee, or (4) for purposes of caring for such
         child for a period immediately following its birth or placement, the
         period between the first and second anniversaries of such period of
         absence shall not be counted as Eligibility Service.

         Eligibility Service shall not include, in the case of a rehired
Employee who did not have any vested right at his Severance Date and then
incurs five consecutive Breaks in Service, all periods which would otherwise
constitute Eligibility Service before the first of the five consecutive Breaks
in Service commenced.

         1.19     "Eligible Employee" means any Employee of a Plan Sponsor
other than an Employee who is (a) covered by a collective bargaining agreement
between a union and a Plan Sponsor, provided that retirement benefits were the
subject of good faith bargaining, unless the collective bargaining agreement
provides for participation in the Plan, (b) a leased employee within the
meaning of Code Section 414(n)(2), (c) considered a "leased employee" within
the meaning of Code Section 414(n)(2) with respect to a client of a Plan
Sponsor and is an active participant in the tax-qualified retirement plan of
the client during any part of the Plan Year, (d) a participant in another
tax-qualified retirement plan maintained by the Plan Sponsor or Affiliate
thereof and who is eligible to receive benefits under such plan during any part
of the Plan Year if he otherwise satisfies the requirement to either perform a
requisite number of Hours of Service or be employed as of a particular date, or
(e) deemed to be an Employee of a Plan Sponsor pursuant to regulations under
Code Section 414(o). In addition, no person who is initially classified by a
Plan Sponsor as an independent contractor for federal income tax purposes shall
be regarded as an Eligible Employee for that period, regardless of any
subsequent determination that any such person should have been characterized as
a common law employee of the Plan Sponsor for the period in question.

         1.20     "Eligible Retirement Plan" means an individual retirement
account described in Code Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan described in Code Section
403(a) or a qualified trust described in Code Section 401(a) that accepts the
Distributee's Eligible Rollover Distribution. However, in the case of an


                                       5
<PAGE>   9

Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement
Plan is an individual retirement account or individual retirement annuity.

         1.21     "Eligible Rollover Distribution" means any distribution of
all or any portion of the balance to the credit of the Distributee, except that
an Eligible Rollover Distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the Distributee or the
joint lives (or joint life expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required under Code
Section 401(a)(9); the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); and effective for
distributions made after December 31, 1999, any distribution made under Section
7.2 of the Plan.

         1.22     "Employee" means any person who is employed by a Plan Sponsor
or an Affiliate for purposes of the Federal Insurance Contributions Act, who is
a leased employee within the meaning of Code Section 414(n)(2) with respect to
a Plan Sponsor, or who is deemed to be an employee of a Plan Sponsor pursuant
to regulations under Code Section 414(o).

         1.23     "Employment Date" means that date on which an Employee first
performs an Hour of Service with a Plan Sponsor or, in the alternative, on
which an Employee again performs an Hour of Service following any period of
severance which is not required to be taken into account in determining the
Employee's period of Service.

         1.24     "Entry Date" means the first day of each calendar month.

         1.25     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         1.26     "Fiduciary" means each Named Fiduciary and any other person
who exercises or has any discretionary authority or control regarding
management or administration of the Plan, any other person who renders
investment advice for a fee or has any authority or responsibility to do so
with respect to any assets of the Plan or any other person who exercises, or
has any authority or control respecting management or disposition of assets of
the Plan.

         1.27     "Fund" means the amount at any given time of cash and other
property held by the Trustee pursuant to the Plan.

         1.28     "Highly Compensated Employees" shall mean, with respect to a
Plan Year, each Employee who:

                  (a)      was at any time during the Plan Year or the
         immediately preceding Plan Year an owner of more than five percent
         (5%) of the outstanding stock of a Plan Sponsor or Affiliate or more
         than five percent (5%) of the total combined voting power of all stock
         of a Plan Sponsor or Affiliate; or


                                       6
<PAGE>   10

                  (b)      received Annual Compensation in excess of $80,000
         (as adjusted for changes in the cost of living from time to time by
         the Secretary of the Treasury).

         1.29     "Hour of Service" means:

                  (a)      Each hour for which an Employee is paid, or entitled
         to payment, for the performance of duties for a Plan Sponsor or any
         Affiliate during the applicable computation period, and such hours
         shall be credited to the computation period in which the duties are
         performed;

                  (b)      Each hour for which an Employee is paid, or entitled
         to payment, by a Plan Sponsor or any 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), layoff, jury duty,
         military duty or leave of absence;

                  (c)      Each hour for which back pay, irrespective of
         mitigation of damages, is either awarded or agreed to by a Plan
         Sponsor or any Affiliate, and such hours shall be credited to the
         computation period or periods to which the award or agreement for back
         pay pertains rather than to the computation period in which the award,
         agreement or payment is made; provided, that the crediting of Hours of
         Service for back pay awarded or agreed to with respect to periods
         described in Subsection (b) of this Section shall be subject to the
         limitations set forth in Subsection (e);

                  (d)      Effective August 5, 1993, and without duplication of
         the Hours of Service counted pursuant to Subsection (d) hereof and
         solely for such purposes as required pursuant to the Family and
         Medical Leave Act of 1993 and the regulations thereunder (the "FMLA"),
         each hour (as determined pursuant to the FMLA) for which an Employee
         is granted leave under the FMLA (1) for the birth of a child, (2) for
         placement with the Employee of a child for adoption or fostercare, (3)
         to care for the Employee's spouse, child or parent with a serious
         health condition, or (4) for a serious health condition that makes the
         Employee unable to perform the functions of the Employee's job;

                  (e)      Solely for purposes of determining whether a Break
         in Service has occurred, each hour during any period that the Employee
         is absent from work (1) by reason of the pregnancy of the Employee,
         (2) by reason of the birth of a child of the Employee, (3) by reason
         of the placement of a child with the Employee in connection with the
         adoption of the child by the Employee, or (4) for purposes of caring
         for such child for a period immediately following its birth or
         placement. The hours described in this Subsection (d) shall be
         credited (A) only in the computation period in which the absence from
         work begins, if the Employee would be prevented from incurring a Break
         in Service in that year solely because of that credit, or (B), in any
         other case, in the next following computation period; and

                  (f)      The Plan Administrator shall credit Hours of Service
         in accordance with the provisions of Section 2530.200b-2(b) and (c) of
         the U.S. Department of Labor


                                       7
<PAGE>   11

         Regulations or such other federal regulations as may from time to time
         be applicable and determine Hours of Service from the employment
         records of a Plan Sponsor or in any other manner consistent with
         regulations promulgated by the Secretary of Labor, and shall construe
         any ambiguities in favor of crediting Employees with Hours of Service.
         Notwithstanding any other provision of this Section, in no event shall
         an Employee be credited with more than 501 Hours of Service during any
         single continuous period during which he performs no duties for the
         Plan Sponsor or Affiliate.

                  (g)      In the event that a Plan Sponsor or an Affiliate
         acquires substantially all of the assets of another corporation or
         entity or a controlling interest of the stock of another corporation
         or merges with another corporation or entity and is the surviving
         entity, then service of an Employee who was employed by the prior
         corporation or entity and who is employed by the Plan Sponsor or an
         Affiliate at the time of the acquisition or merger shall be counted in
         the manner provided, with the consent of the Primary Sponsor, in
         resolutions adopted by the Plan Sponsor authorizing the counting of
         such service.

         1.30     "Individual Funds" means two or more individual subfunds of
the Fund (other than the Loan Fund) as may be established by the Plan
Administrator from time to time for the investment of the Fund.

         1.31     "Investment Committee" means a committee which may be
established to direct the Trustee with respect to investments of the Fund.

         1.32     "Investment Manager" means a Fiduciary, other than the
Trustee, the Plan Administrator, or a Plan Sponsor, who may be appointed by the
Primary Sponsor:

                  (a)      who has the power to manage, acquire, or dispose of
         any assets of the Fund or a portion thereof; and

                  (b)      who (1) is registered as an investment adviser under
         the Investment Advisers Act of 1940; (2) is a bank as defined in the
         Investment Advisers Act of 1940; or (3) is an insurance company
         qualified to perform services described in Subsection (a) above under
         the laws of more than one state; and

                  (c)      who has acknowledged in writing that he is a
         Fiduciary with respect to the Plan.

         1.33     "Loan Fund" means the separate subfund of the Fund for the
investment of a Member's Account in a note made by the Member evidencing a loan
to the Member from the Fund.

         1.34     "Member" means any Employee or former Employee who has become
a participant in the Plan for so long as his vested Accrued Benefit has not
been fully distributed pursuant to the Plan.

         1.35     "Named Fiduciary" means only the following:


                                       8
<PAGE>   12

                  (a)      The Plan Administrator;

                  (b)      The Trustee;

                  (c)      The Board of Directors;

                  (d)      The Investment Committee; and

                  (e)      The Investment Manager.

         1.36     "Normal Retirement Age" means age 65.

         1.37     "Plan Administrator" means the organization or person
designated to administer the Plan.

         1.38     "Plan Sponsor" means individually the Primary Sponsor and any
Affiliate or other entity which has adopted the Plan and Trust.

         1.39     "Plan Year" means the calendar year.

         1.40     "Retirement Date" means the date on which the Member retires
on or after attaining Normal Retirement Age or becoming subject to a
Disability.

         1.41     "Rollover Amount" means any amount transferred to the Fund by
a Member, which amount qualifies as an Eligible Rollover Distribution under
Code Section 402(c)(4), 403(a)(4), or 408(d)(3)(A)(ii) and any regulations
issued thereunder.

         1.42     "Service" means a period commencing on an Employee's
Employment Date and ending on his Severance Date thereafter. The following
rules shall apply:

                  (a)      Notwithstanding the foregoing, if an Employee
         performs one Hour of Service within twelve (12) months of (a) a
         Severance Date described in Subsection (a) of Plan Section 1.44, or
         (b) the date the Employee was first absent from service for any other
         reason, any period of severance which would otherwise occur shall be
         ignored and be required to be taken into account in computing the
         Employee's period of Service.

                  (b)      The period between the first anniversary and second
         anniversary of an absence from service for the reasons specified in
         Plan Section 1.44(b)(2) shall be neither a period of severance or a
         period of Service.

                  (c)      In the event that a Plan Sponsor or an Affiliate
         acquires a substantial part of the assets of another corporation, or
         merges with another corporation and is the surviving entity, then the
         Service performed for such prior corporation or entity by an Employee
         who becomes employed by the Plan Sponsor or an Affiliate as a result
         of the


                                       9
<PAGE>   13

         acquisition or merger shall be credited as service in the manner
         provided, with the consent of the Primary Sponsor, in resolutions
         adopted by the Plan Sponsor.

         1.43     "Severance Date" means the earlier of:

                  (a)      the date on which an Employee quits, is discharged,
         retires or dies; or

                  (b)      (1) the first anniversary of the first date of a
         period in which an Employee remains absent from service (with or
         without pay) with the Plan Sponsor for any other reason, such as
         vacation, layoff, or leave of absence; or (2) in the case of an
         Employee who remains absent from service beyond the first anniversary
         of the first day of absence by reason of the Employee's pregnancy, the
         birth of the Employee's child, the placement of a child in the
         Employee's home or adoption by the Employee, or the caring for the
         child for the period immediately following its birth or adoption, the
         second anniversary of the first day of absence from service.

         1.44     "Termination Completion Date" means the last day of the fifth
consecutive Break in Service computation period, determined under the Plan
Section which defines Break in Service, in which a Member completes a Break in
Service.

         1.45     "Trust" means the trust established under an agreement
between the Primary Sponsor and the Trustee to hold the Fund or any successor
agreement.

         1.46     "Trustee" means the trustee under the Trust.

         1.47     "Valuation Date" means the last day of March, June,
September, and December or any other date which the Plan Administrator declares
to be a Valuation Date; provided, however, that the Plan Administrator may in
its sole discretion provide for more frequent Valuation Dates with respect to
the Individual Funds.

         1.48     "Years of Service" means, with respect to each Employee, the
number of years and fractions of a year of Service credited to that Employee.
The following rules shall apply:

                  (a)      In the case of an Employee who incurs a Break in
         Service, Years of Service completed prior to the Break in Service
         shall not be considered in calculating the Employee's nonforfeitable
         percentage of his Accrued Benefit under Plan Section 10.3 until the
         Employee has completed a one-year period of Service after such Break
         in Service.

                  (b)      In the case of an Employee who completes five
         consecutive Breaks in Service, all Years of Service in Plan Years
         after his Termination Completion Date shall be disregarded in
         determining the vested portion of his Accrued Benefit derived from
         Plan Sponsor contributions which accrued before his Termination
         Completion Date.

                  (c)      In the case of an Employee who incurs a Break in
         Service and at that time does not have any vested right in Plan
         Sponsor contributions, any Years of Service


                                      10
<PAGE>   14

         completed by him prior to such Break in Service shall be disregarded
         for purposes of determining the vested percentage of his right to such
         contributions if the consecutive period of severance equals or exceeds
         his prior Years of Service, whether or not consecutive, completed
         before such Break in Service.

                                   SECTION 2
                                  ELIGIBILITY

         2.1      Each individual who was a member of the Plan as of the date
immediately preceding the Effective Date shall become a Member of the Plan as
of the Effective Date.

         2.2      Each Eligible Employee shall become a Member as of the Entry
Date coinciding with or next following the date he completes his Eligibility
Service.

         2.3      Each former Member who is reemployed by a Plan Sponsor shall
become a Member as of the date of his reemployment as an Eligible Employee.

         2.4      Each former Employee who completes his Eligibility Service
but terminates employment with a Plan Sponsor before becoming a Member shall
become a Member as of the latest of the date he (a) is reemployed, (b) would
have become a Member if he had not terminated employment, or (c) becomes an
Eligible Employee.

         2.5      Solely for the purpose of contributing a Rollover Amount to
the Plan, an Eligible Employee who has not yet become a Member pursuant to any
other provision of this Section 2 shall become a Member as of the date on which
the Rollover Amount is contributed to the Plan.

         2.6      Notwithstanding anything contained in this Section 2 to the
contrary, in the event that an individual becomes an Eligible Employee of a
Plan Sponsor by reason of an acquisition by the Plan Sponsor of a controlling
interest in or a substantial part of all the assets of the individual's prior
employer with a Plan Sponsor, if the Eligible Employee was covered under a plan
of the prior employer meeting the requirements of Code Section 401(a), such
Eligible Employee shall become a Member as of the date of his employment with
the Plan Sponsor as an Eligible Employee.

                                   SECTION 3
                                 CONTRIBUTIONS

         3.1      (a)      The Plan Sponsor shall make a contribution to the
         Fund on behalf of each Eligible Employee who is a Member and who has
         elected to defer a portion of Annual Compensation otherwise payable to
         him for the Plan Year and to have such portion contributed to the
         Fund. The election must be made before the Annual Compensation is
         payable and may only be made pursuant to an agreement between the
         Member and the Plan Sponsor which shall be in such form and subject to
         such rules and limitations as the Plan Administrator may prescribe and
         shall specify the percentage of Annual Compensation that the Member
         desires to defer and to have contributed to the Fund. Once a Member
         has made an election for a Plan Year, the Member may revoke his


                                      11
<PAGE>   15

         election at any time, effective as of the beginning of the payroll
         period immediately following the date timely notice is received and
         processed by the Plan Administrator. A Member may modify his election
         by notifying the Plan Administrator in the manner and pursuant to
         rules established by the Plan Administrator. The contribution made by
         a Plan Sponsor on behalf of an Eligible Employee who is a Member under
         this Section 3.1 shall be in an amount equal to the amount specified
         in the Member's deferral election, but not greater than sixteen
         percent (16%) of the Member's Annual Compensation. Notwithstanding the
         foregoing, the Plan Administrator may reduce the amount that certain
         Highly Compensated Employees may elect to defer in their deferral
         elections to a uniform percentage less than sixteen percent (16%) of
         Annual Compensation, in the event the Plan Administrator deems such
         reduction necessary for the Plan to comply with one or more of the
         following limitations: (a) Section 3.1(b) (relating to the annual
         limit on salary deferrals set forth in Code Section 402(g)), (b)
         Section 3.1(a) and Section 4 of Appendix A (relating to the
         nondiscrimination testing limitations under Code Sections 401(k)(3) or
         401(m)), and (c) Appendix B (relating to the limit on "annual
         additions," within the meaning of Code Section 415).

                  (b)      Elective Deferrals shall in no event exceed $9,500
         (for 1997), as adjusted, in any one taxable year of the Member, which
         amount shall be adjusted for changes in the cost of living as provided
         by the Secretary of the Treasury. In the event the amount of Elective
         Deferrals exceeds $9,500 (for 1997), as adjusted, in any one taxable
         year then, (1) not later than the immediately following March 1, the
         Member may designate to the Plan the portion of the Member's Deferral
         Amount which consists of excess Elective Deferrals, and (2) not later
         than the immediately following April 15, the Plan may distribute the
         amount of excess Elective Deferrals designated by the Member, as
         adjusted to reflect income, gain, or loss attributable to it through
         the date of the distribution, and reduced by any "Excess Deferral
         Amounts," as defined in Appendix A hereto, previously distributed or
         recharacterized with respect to the Member for the Plan Year beginning
         with or within that taxable year. The payment of the excess Elective
         Deferrals, as adjusted and reduced, from the Plan shall be made to the
         Member without regard to any other provision in the Plan. In the event
         that a Member's Elective Deferrals exceed $9,500, as adjusted, in any
         one taxable year under the Plan and other plans of the Plan Sponsor
         and its Affiliates, the Member shall be deemed to have designated for
         distribution under the Plan the amount of excess Elective Deferrals,
         as adjusted and reduced, by taking into account only Elective Deferral
         amounts under the Plan and other plans of the Plan Sponsor and its
         Affiliates.

         3.2      The Plan Sponsor proposes to make contributions to the Fund
with respect to each Plan Year on behalf of each Member in an amount equal to
fifty percent (50%) of the amount deferred by the Member pursuant to Plan
Section 3.1, not in excess of six percent (6%) of the Member's Annual
Compensation. The Board of Directors may, at its discretion, increase the
percentage contribution under this Section 3.2 for all members, or for any
specified unit, division, subdivision, or location, or for any Members who
participated in a specified prior plan that was merged into the Plan.


                                      12
<PAGE>   16

         3.3      Effective upon resolution by the Board of Directors, a Plan
Sponsor proposes to make contributions to the Fund with respect to each Plan
Year in an amount determined by the Plan Sponsor.

         3.4      Forfeitures shall be used to reduce Plan Sponsor
contributions and not to increase benefits.

         3.5      Any Eligible Employee who is a Member may, with the consent
of the Plan Administrator and subject to such rules and conditions as the Plan
Administrator may prescribe, transfer a Rollover Amount to the Fund; provided,
however, that the Plan Administrator shall not administer this provision in a
manner which is discriminatory in favor of Highly Compensated Employees.

         3.6      Contributions may be made only in cash or other property
which is acceptable to the Trustee. In no event will the sum of contributions
under Plan Sections 3.1, 3.2 and 3.3 exceed the deductible limits under Code
Section 404.

         3.7      Notwithstanding any other provision of the Plan, effective
December 12, 1994, contributions, benefits, and service credit with respect to
qualified military service will be provided in accordance with Code Section
414(u).

                                   SECTION 4
                                  ALLOCATIONS

         4.1      (a)      As soon as reasonably practicable following the date
         of withholding by the Plan Sponsor, if applicable, and receipt by the
         Trustee, Plan Sponsor contributions made on behalf of each Member
         under Plan Sections 3.1 and 3.2 (including forfeitures during the Plan
         Year used to reduce such contributions) and Rollover Amounts
         contributed by the Member, shall be allocated to the Employee Deferral
         Account, Matching Account, and Rollover Account, respectively, of the
         Member on behalf of whom the contributions were made.

                  (b)      As of the last day of each Plan Year, Plan Sponsor
         contributions made under Plan Section 3.3 shall be allocated to the
         Company Account of each Eligible Employee who is a Member who is
         employed by a Plan Sponsor on the last day of the Plan Year, or whose
         death or Retirement Date occurred during the Plan Year, in the
         proportion that the Member's Annual Compensation bears to the Annual
         Compensation of all Members entitled to an allocation under this
         Subsection (b).

         4.2      Except as otherwise provided in the Plan and the Trust, as of
each Valuation Date, the Trustee shall determine the net income or net loss of
the Fund and shall allocate such amounts to the Accounts of Members as
hereinafter set forth.

                  (a)      The net income or net loss of the Individual Funds
         shall be allocated as of each Valuation Date to the Account of each
         Member in the proportion that the value of the Account invested in the
         Individual Fund or Loan Fund as of the preceding Valuation


                                      13
<PAGE>   17

         Date, increased by one-half of the total contributions allocated to
         that Member's Account since the preceding Valuation Date and reduced
         by the full amount of any withdrawals from that Member's Account since
         that Valuation Date, bears to the total value of all Accounts invested
         in the Individual Fund or Loan Fund, respectively, as of the preceding
         Valuation Date.

                  (b)      Notwithstanding the foregoing, in the event
         Valuation Dates are changed to a daily basis, the net income or net
         loss of the Individual Funds shall be allocated as of each Valuation
         Date to each Account in the proportion that the value of the Account
         invested in that Individual Fund as of that Valuation Date bears to
         the value of all Accounts invested in that Individual Fund as of that
         Valuation Date.

                                   SECTION 5
                INDIVIDUAL FUNDS AND INVESTMENTS OF TRUST ASSETS

         5.1      Until such time as the Plan Administrator may direct
otherwise, each Member may direct the Plan Administrator to invest
contributions to his Account in two or more Individual Funds as the Member
shall designate by providing notice to the Plan Administrator according to the
procedures established by the Plan Administrator for that purpose.
Notwithstanding the foregoing, Members shall not be able to direct the
investment of any Account other than their Matching Accounts into the Company
Stock Fund subject to such rules as the Plan Administrator shall develop,
including the Primary Sponsor's "stock trading policy."

                  (a)      All investment directions shall be in multiples of
         1% of contributions being made at any time. Members may change the
         investment of contributions to their accounts in accordance with the
         procedures established by the Plan Administrator. New investment
         directions shall be effective as of the date that such directions are
         process by the Plan Administrator in accordance with the procedures
         established for such purpose.

                  (b)      An investment direction, once given, shall be deemed
         to be a continuing direction until changed as otherwise provided
         herein. If no direction is effective for the date a contribution is to
         be made, all contributions which are to be made for such date shall be
         invested in such Individual Fund as the Plan Administrator, the
         Investment Manager, the Investment Committee, or the Trustee, as
         applicable, may determine. To the extent permissible by law, no
         Fiduciary shall be liable for any loss, which results from a Member's
         exercise or failure to exercise his investment election.

         5.2      A Member may elect according to the procedures established by
the Plan Administrator, to transfer, in multiples of 1% his Account between
Individual Funds. An election under this Section 5.2 shall be effective as of
the date that such directions are processed by the Plan Administrator in
accordance with the procedures established for such purpose.

         5.3      A Member who makes an election pursuant to Plan Section 5.1
or Plan Section 5.2 may apply the new investment direction to his current
Account, all future contributions, or both his current Account and all future
contributions.


                                      14
<PAGE>   18

         5.4      A Loan Fund shall be established by the Trustee on behalf of
each Member for whom a loan is made pursuant to Plan Section 6. The Loan Fund
shall be credited with the amount of any loan made by the Plan to the Member
and shall be debited with all principal and interest repayments of any such
loans. Under rules established by the Plan Administrator, a Member's interest
in the Individual Funds shall be debited by the amount credited to the Member's
Loan Fund. All principal and interest repayments debited to the Loan Fund shall
be invested as contributions to the Member's Account pursuant to Plan Section
5.1. Each Loan Fund shall be invested in a note or notes made by the Member
evidencing the promised repayment of monies loaned to the Member from the Fund.


                                   SECTION 6
                                   PLAN LOANS

         6.1      All loans under the Plan will be subject to the requirements
of this Section and such other rules as the Plan Administrator may from time to
time prescribe, including, without limitation, any rules restricting the
purpose for which loans will be approved (the "Loan Procedures"). The Loan
Procedures shall be set forth in a separate written document, which shall form
a part of the Plan and is incorporated herein by reference.

         6.2      Subject to the provisions of the Plan and the Trust, each
Member who is an Employee shall have the right, subject to prior approval by
the Plan Administrator, to borrow from the Fund. In addition, each "party in
interest," as defined in ERISA Section 3(14), who is (a) a Member but no longer
an Employee, (b) the Beneficiary of a deceased Member, or (c) an alternate
payee of a Member pursuant to the provisions of a "qualified domestic relations
order," as defined in Code Section 414(p), shall also have the right, subject
to prior approval by the Plan Administrator, to borrow from the Fund; provided,
however, that loans to such parties in interest may not discriminate in favor
of Highly Compensated Employees.

         6.3      In order to apply for a loan, a borrower must complete and
submit an application to the Plan Administrator in such form and subject to
such rules as the Plan Administrator may prescribe for this purpose.

         6.4      Loans shall be available to all eligible borrowers on a
reasonably equivalent basis which shall take into account the borrower's credit
worthiness, ability to repay, and ability to provide adequate security. Loans
shall not be made available to Highly Compensated Employees, officers or
shareholders of a Plan Sponsor in an amount greater than the amount made
available to other borrowers. This provision shall be deemed to be satisfied if
all borrowers have the right to borrow the same percentage of their interest in
the Member's vested Accrued Benefit, notwithstanding that the dollar amount of
such loans may differ as a result of differing values of Members' vested
Accrued Benefit.

         6.5      Each loan shall bear a "reasonable rate of interest" and
provide that the loan be amortized in substantially level payments, made no
less frequently than quarterly, over a specified period of time. A "reasonable
rate of interest" shall be that rate that provides the Plan


                                      15
<PAGE>   19

with a return commensurate with the interest rates charged by persons in the
business of lending money for loans which would be made under similar
circumstances.

         6.6      Each loan shall be adequately secured, with the security for
the outstanding balance of all loans to the borrower to consist of one-half
(1/2) of the borrower's interest in the Member's vested Accrued Benefit, or
such other security as the Plan Administrator deems acceptable.

         6.7      Each loan, when added to the outstanding balance of all other
loans to the borrower from all retirement plans of the Plan Sponsor and its
Affiliates which are qualified under Section 401 of the Code, shall not exceed
the lesser of:

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

                           (1)      the highest outstanding balance of loans
                  made to the borrower from all retirement plans qualified
                  under Code Section 401 of the Plan Sponsor and its Affiliates
                  during the one (1) year period immediately preceding the day
                  prior to the date on which such loan was made, over

                           (2)      the outstanding balance of loans made to
                  the borrower from all retirement plans qualified under Code
                  Section 401 of the Plan Sponsor and its Affiliates on the
                  date on which such loan was made, or

                  (b)      one-half (1/2) of the value of the borrower's
         interest in the vested Accrued Benefit attributable to the Member's
         Account.

For purposes of this Section, the value of the vested Accrued Benefit
attributable to a Member's Account shall be established as of the latest
preceding Valuation Date, or any later date on which an available valuation was
made, and shall be adjusted for any distributions or contributions made through
the date of the origination of the loan.

         6.8      The entire unpaid principal sum and accrued interest shall,
at the option of the Plan Administrator, become due and payable if (a) a
borrower fails to make any loan payment when due, (b) a borrower ceases to be a
"party in interest", as defined in ERISA Section 3(14), (c) the vested Accrued
Benefit held as security under the Plan for the borrower will, as a result of
an impending distribution or withdrawal, be reduced to an amount less than the
amount of all unpaid principal and accrued interest then outstanding under the
loan, or (d) a borrower makes any untrue representations or warranties in
connection with the obtaining of the loan. In that event, the Plan
Administrator may take such steps as it deems necessary to preserve the assets
of the Plan, including, but not limited to, the following: (1) direct the
Trustee to deduct the unpaid principal sum, accrued interest, and any other
applicable charge under the note evidencing the loan from any benefits that may
become payable out of the Plan to the borrower, (2) direct the Plan Sponsor to
deduct and transfer to the Trustee the unpaid principal balance, accrued
interest, and any other applicable charge under the note evidencing the loan
from any amounts owed by the Plan Sponsor to the borrower, or (3) liquidate the
security given by the borrower, other than amounts attributable to a Member's
Employee Deferral Account, and deduct from the proceeds


                                      16
<PAGE>   20
the unpaid principal balance, accrued interest, and any other applicable charge
under the note evidencing the loan. If any part of the indebtedness under the
note evidencing the loan is collected by law or through an attorney, the
borrower shall be liable for attorneys' fees in an amount equal to ten percent
(10%) of the amount then due and all costs of collection.

         6.9      Each loan shall be made only in accordance with regulations
and rulings of the Internal Revenue Service or the Department of Labor. The
Plan Administrator shall be authorized to administer the loan program of this
Section and shall act in his sole discretion to ascertain whether the
requirements of such regulations and rulings and this Section have been met.

         6.10     Loans will be made last from amounts invested in the Company
Stock Fund.

         6.11     Prior to making any loan to a Member pursuant to this
Section, the consent of the requesting Member's spouse as to the use of the
Member's Account as security for any requested loan and the offset against the
Member's Account in the event of a default on any requested loan must be
obtained in accordance with the notice and consent requirements of Code
Sections 417 and 411(a)(11) and the Regulations promulgated thereunder.

                                   SECTION 7
                         WITHDRAWALS DURING EMPLOYMENT

         7.1      A Member who has attained age 59 1/2 may withdraw, in a lump
sum in cash, all or any portion of the balance of his Employee Deferral
Account, his Rollover Account, his Prior Company account, and the vested
portion of his Matching Account. A Member who makes a withdrawal under this
Plan Section 7.1 will not be eligible to receive contributions pursuant to Plan
Section 3.2 or any contributions on behalf of the Member to his Employee
Deferral Account with respect to the three month period following the date of
the withdrawal. Any withdrawal under this Plan Section 7.1 shall be made last
from amounts invested in the Company Stock Fund.

         7.2      A withdrawal pursuant to this Section 7.2 is designated a
"Hardship Withdrawal" and is subject to the following rules: The Trustee shall,
upon the direction of the Plan Administrator, distribute, in a lump sum in
cash, all or a portion of a Member's Rollover Account, Employee Deferral
Account consisting of Deferral Amounts (but not earnings thereon), Prior
Company Account and Matching Account (to the extend vested) prior to the time
such account is otherwise distributable in accordance with the other provisions
of the Plan; provided, however, that any such distribution shall be made only
if the member is an Employee and demonstrates that he is suffering from
"hardship" as determined herein. For purposes of this Section, a distribution
will be deemed to be an account of hardship if the distribution is on account
of:

                  (a)      medical expenses described in Section 213(d) of the
         Code incurred by the Member, his spouse, or any dependents of the
         Member (as defined in


                                      17
<PAGE>   21


         Section 152 of the Code) or necessary for these persons to obtain
         medical care described in Section 213(d) of the Code;

                  (b)      costs directly related to the purchase (excluding
         mortgage payments) of a principal residence for the Member;

                  (c)      payment of tuition, related educational fees, and
         room and board expenses for the next 12 months of post-secondary
         education for the Member, his spouse, children, or dependents;

                  (d)      the need to prevent the eviction of the Member from
         his principal residence or foreclosure on the mortgage of the Member's
         principal residence; or

                  (e)      any other contingency determined by the Internal
         Revenue Service to constitute an "immediate and heavy financial need"
         within the meaning of Regulations Section 1.401(k)-1(d).

         7.3      In addition to the requirements set forth in Plan Section
7.2, any distribution pursuant to Plan Section 7.2 shall not be in excess of
the amount necessary to satisfy the need determined under Section 7.2 and shall
also be subject to the requirements of Subsection (a) or (b) of this Section.

                  (a)      (1)      the Member shall first obtain all
                  distributions, other than hardship distributions, and all
                  nontaxable loans currently available under all plans
                  maintained by the Plan Sponsor;

                           (2)      the Plan Sponsor shall not permit Elective
                  Deferrals or after-tax employee contributions to be made to
                  the Plan or any other plan maintained by the Plan Sponsor,
                  for a period of twelve (12) months after the Member receives
                  the distribution pursuant to this Section; and

                           (3)      the Plan Sponsor shall not permit Elective
                  Deferrals to be made to the Plan or any other plan maintained
                  by the Plan Sponsor for the Member's taxable year immediately
                  following the taxable year of the hardship distribution in
                  excess of the limit under Plan Section 3.1(b) for the taxable
                  year, less the amount of the Elective Deferrals made to the
                  Plan or any other plan maintained by the Plan Sponsor for the
                  taxable year in which the distribution under this Section
                  occurs.

                  (b)      The Plan Administrator determines that it can rely
         on the Member's written representation, unless the Plan Administrator
         has actual knowledge to the contrary, that the need determined under
         Plan Section 7.2 cannot reasonably be relieved --

                           (1)      through reimbursement or compensation by
                  insurance or otherwise,


                                      18
<PAGE>   22


                           (2)      by reasonable liquidation of the assets of
                  the Member, his spouse and minor children, to the extent that
                  the liquidation would not itself cause an immediate and heavy
                  financial need and to the extent that the assets of the
                  spouse and minor children are reasonably available to the
                  Member,

                           (3)      by cessation of Elective Deferrals, or

                           (4)      by other distributions or nontaxable (at
                  the time of the distribution) loans from plans maintained by
                  the Plan Sponsor or any other employer, or by borrowing from
                  commercial sources on reasonable commercial terms.

         Such distribution shall be made only in accordance with such rules,
policies, procedures, restrictions, and conditions as the Plan Administrator
may from time to time adopt. Any determination of the existence of hardship and
the amount to be distributed on account thereof shall be made by the Plan
Administrator (or such other person as may be required to make such decisions)
in accordance with the foregoing rules as applied in a uniform and
nondiscriminatory manner, provided that, unless the Member requests otherwise,
any such withdrawal shall include the amount necessary to pay any federal,
state or local income taxes and penalties reasonably anticipated to result from
such withdrawal. A distribution under this Section shall be made in a lump sum
to the Member, and shall be subject to the Eligible Rollover Distribution
requirements of Section 9.6.

         7.4      Prior to making any distribution pursuant to this Section,
the spouse of any Member requesting a distribution from his Account must
consent to the making of such distribution to the Member in accordance with all
notice and consent requirements of Code Sections 417 and 411(a)(11) and the
Regulations promulgated thereunder.

                                   SECTION 8
                                 DEATH BENEFITS

         8.1      Upon the death of a Member who is an Employee at the time of
his death, his Beneficiary shall be entitled to the full value of his Accrued
Benefit.

         8.2      Upon the death of a Member who is not an Employee at the time
of his death, prior to the distribution of his vested Accrued Benefit, his
Beneficiary shall be entitled to his vested Accrued Benefit.

         8.3      If, subsequent to the death of a Member, the Member's
Beneficiary dies while entitled to receive benefits under the Plan, the
successor Beneficiary, if any, or the Beneficiary listed under Subsection (a),
(b) or (c) of the Plan Section containing the definition of the term
"Beneficiary" shall generally be entitled to receive benefits under the Plan.
However, if the deceased Beneficiary was the Member's spouse at the time of the
Member's death, or if no successor Beneficiary shall have been designated by
the Member and be alive and no Beneficiary listed under Subsection (a), (b) or
(c) of the Plan Section containing the definition of the term


                                      19
<PAGE>   23


"Beneficiary" shall be alive, the Member's unpaid vested Accrued Benefit shall
be paid to the personal representative of the deceased Beneficiary's estate.

         8.4      Any benefit payable under this Section 8 shall be paid in
accordance with and subject to the provisions of Plan Section 9 or Section 10,
whichever is applicable, after receipt by the Trustee from the Plan
Administrator of due notice of the death of the Member.

                                   SECTION 9
                   PAYMENT OF BENEFITS ON RETIREMENT OR DEATH

         9.1      The Accrued Benefit of a Member who has attained a Retirement
Date or has attained Normal Retirement Age or died while an Employee shall be
fully vested and nonforfeitable. As of a Member's Retirement Date or death
while an Employee, he or his Beneficiary shall be entitled to his Accrued
Benefit to be paid in accordance with this Section 9. A Member may elect to
delay distribution until he reaches age 70 1/2. The Accrued Benefit of a Member
which is to be paid under this Section 9 shall be determined as of the
Valuation Date coinciding with or next following the Member's Retirement Date
or death, or, if the Member elects to delay distribution until age 70 1/2, as
of the Valuation Date coinciding with or next following the date the Member
reaches age 70 1/2. Such amount shall be decreased by the amount necessary to
satisfy the unpaid principal, accrued interest and penalties on any loan made
to the Member from the Plan (which loan shall be deemed to be satisfied as a
result of such reduction) and adjusted for a pro rata share of any income,
gains, and losses attributable thereto through the Valuation Date coinciding
with or immediately preceding the date the Accrued Benefit is paid. Payment
shall be made as soon as administratively feasible after the Valuation Date. If
the amount of the payment required to commence on a date cannot be ascertained
by that date, payment shall commence retroactively to that date and shall
commence no later than sixty (60) days after the earliest date on which the
amount of payment can be ascertained.

         9.2      Payment to a Member shall be in the form of one lump sum
payment in cash unless the Accrued Benefit of the Member exceeds $3,500 ($5,000
effective January 1, 1998), in which event the Member or the Beneficiary, by
written instrument delivered to the Plan Administrator, may elect to have his
or her Account distributed in one of the form of distribution listed below, as
chosen by the Member or Beneficiary:

                  (a)      one lump sum payment in cash;

                  (b)      a combination of one lump sum payment in cash for a
         portion of his Account designated by the member in annual, semiannual,
         quarterly, or monthly installments in cash for the remaining portion
         of the Member's Account;

                  (c)      annual, semiannual, quarterly or monthly
         installments in cash (If the Member elects annual, semiannual,
         quarterly, or monthly installments for some or all of his Account,
         such distributions shall be made over a period specified by the Member
         not exceeding the life expectancy of the Member or the joint life
         expectancies of the Member and his Beneficiary);


                                      20
<PAGE>   24


                  (d)      a single life annuity. (If the Member elects to
         receive his benefits in the form of a single life annuity and is
         married on the date of his death or the date distributions are to
         commence, if applicable, the benefit shall automatically be payable
         pursuant to Subsection (e) of this Section unless the Member makes an
         election pursuant to Section 9.3 not to receive the applicable annuity
         under Subsection (e) during the applicable election period);

                  (e)      an immediate annuity for the life of the Member with
         a survivor annuity for the life of his or her spouse which is fifty
         percent (50%) of the annuity payable during the joint lives of the
         Member and his spouse (hereinafter referred to as a "Qualified Joint
         and Survivor Annuity"). (If the Member's Accrued Benefit is payable in
         the form of a life annuity and the Member dies before he begins to
         receive payments from the fund, the Member's spouse shall receive an
         immediate annuity for her life (hereinafter referred to as a
         "Qualified Preretirement Survivor Annuity"). Notwithstanding the
         foregoing, the surviving spouse of a Member who is entitled to receive
         a Qualified Preretirement Survivor Annuity may elect a lump sum
         payment prior to the date the annuity is purchased or distributions
         begin;

                  (f)      a single life annuity with certain periods of five,
         ten or fifteen years as selected by the Member. (If the Member elects
         to receive his benefits in the form provided in this Subsection and is
         married on the date of his death or the date distributions are to
         commence, if applicable, the benefit shall automatically be payable
         pursuant to Subsection (e) of this Section unless the Member makes an
         election pursuant to Section 9.3 not to receive the applicable annuity
         under Subsection (e) during the applicable election period); and

                  (g)      a single life annuity with installment refund and
         survival percentages for the contingent annuitant designated by the
         Member of 50% or 100% (If the Member elects to receive his benefits in
         the form provided in this Subsection and is married on the date of his
         death or the date distributions are to commence, if applicable, the
         benefit shall automatically be payable pursuant to Subsection (e) of
         this Section unless the Member makes an election pursuant to Section
         9.3 not to receive the applicable annuity under Subsection (e) during
         the applicable election period).

         If an annuity is to be paid from the Plan, such annuity may be
purchased with the Member's Account from an insurance company designated by the
Plan Administrator or its designee in writing to the insurance company and may
be distributed to the Member or his Beneficiary in full satisfaction of the
benefits to which the Member or his Beneficiary is entitled under the Plan. The
amount of the annuity shall be the actuarial equivalent of the Member's Account
(reduced by any commissions or other costs charged by the insurance company)
based on factors used by the insurance company from which the annuity is
purchased.


                                      21
<PAGE>   25


9.3      (a)      The Plan Administrator shall furnish to the Member a written
explanation of:


                  (1)      the terms and conditions of the Qualified Joint and
         Survivor Annuity and the Qualified Preretirement Survivor Annuity;

                  (2)      the Member's right to make, and the effect of, an
         election not to receive the Qualified Joint and Survivor Annuity or
         the Qualified Preretirement Survivor Annuity;

                  (3)      the rights of the Member's spouse as described
         below; and

                  (4)      the right to make and the effect of an election
         pursuant to this paragraph.

                  In the case of a Qualified Joint and Survivor Annuity, the
         written explanation shall be provided to the Member no less than
         thirty (30) days and no more than ninety (90) days prior to the first
         date on which he is entitled to commencement of payments from the
         Fund. Notwithstanding the foregoing, a Member may elect to waive the
         requirement that the written explanation be provided at least thirty
         (30) days prior to commencement of payments, provided that the first
         payment from the Fund occurs more than seven (7) days from the date
         the explanation is received by the Member. In the case of the
         Qualified Preretirement Survivor Annuity, the written explanation
         shall be provided to the Member in whichever of the following periods
         ends last:

                           (A)      the period beginning with the first day of
                  the Plan Year in which the Member attains age 32 and ending
                  with the close of the Plan Year preceding the Plan Year in
                  which the Member attains age 35;

                           (B)      the period beginning one year before and
                  ending one year after the Employee first becomes a Member;

                           (C)      the period beginning one year before and
                  ending one year after the provisions of this Subsection apply
                  to the Member; or

                           (D)      a reasonable period of time after
                  separation from service in the case of a Member who separates
                  from service before attaining age 35.

                  The Member may elect during the "applicable election period"
         not to receive the Qualified Joint and Survivor Annuity or Qualified
         Preretirement Survivor Annuity by execution and delivery to the
         Committee of a form provided for that purpose by the Committee. The
         term "applicable election period" shall mean, with respect to a
         Qualified Joint and Survivor Annuity, the 90-day period ending on the
         first date on which the Member is entitled to commencement of payment
         from the Fund. In the event the Member waives the minimum 30-day
         requirement for the


                                      22
<PAGE>   26


         written explanation, the "applicable election period" shall not end
         before the period ending thirty (30) days after the Member receives
         the written explanation. Notwithstanding the foregoing, if the Member
         receives the written explanation of the Qualified Joint and Survivor
         Annuity and affirmatively elects a form of distribution, the payments
         from the Fund may commence less than thirty (30) days after the Member
         receives the written explanation provided that the Member may revoke
         the affirmative distribution election until the later of the time
         payments from the Fund are to begin or the expiration of the 7-day
         period which begins on the day after the Member receives the written
         explanation. With respect to a Qualified Preretirement Survivor
         Annuity, the "applicable election period" shall mean the period which
         begins on the first day of the Plan Year in which the Member attains
         age 35 and ends on the date of the Member's death.

         (b)      In the case of a married Member, no election shall be
         effective unless:

                  (1)      the spouse of the Member consents in writing to the
         election and the consent acknowledges the effect of the election
         (including, if applicable, the identity of any Beneficiary other than
         the Member's spouse and the alternate form of payment) and is
         witnessed by a notary public, or

                  (2)      it is established to the satisfaction of the
         Committee that the consent required pursuant to Subsection (1) of this
         Section (b) may not be obtained because there is no spouse, the spouse
         cannot be located, the Member has a court order indicating that he is
         legally separated or has been abandoned (within the meaning of local
         law) unless a qualified domestic relations order provides otherwise,
         or of any other circumstances as permitted by regulations promulgated
         by the Department of the Treasury. If the spouse is legally
         incompetent to give consent, consent by the spouse's legal guardian
         shall be deemed to be consent by the spouse.

         (c)      Any consent by a spouse (or establishment that the consent
         of a spouse may not be obtained) shall be effective only with
         respect to that spouse. If an election is made, the Member's vested
         Accrued Benefit shall be paid in the alternate form of payment set
         forth in Section 9.2 chosen by the Member by written instrument
         delivered to the Committee. Any waiver of a Qualified Preretirement
         Survivor Annuity made prior to the first day of the Plan Year in which
         the Member attains age 35 shall become invalid as of the first day of
         the Plan Year in which the member attains age 35 and a Qualified
         Preretirement Annuity shall be provided, unless a new waiver is
         obtained. The Member may revoke any election not to receive payment in
         the form of a Qualified Joint and Survivor Annuity at any time prior
         to commencement of payments from the Fund, and may make a new election
         at any time prior to the commencement of payments from the Fund

9.4      Notwithstanding any provision of the Plan to the contrary,

         (a)      if a Member's vested Accrued Benefit exceeds $3,500 ($5,000
effective January 1, 1998), it shall not be distributed before the Member's
Normal Retirement Age or death without the consent of the Member, and if the
Member is married and elects a


                                      23
<PAGE>   27


form of payment other than a Qualified Joint and Survivor annuity, with the
consent of his spouse (or if the Member is deceased, his surviving spouse).

         (b)      the payments to be made to a Member, shall satisfy the
incidental death benefit requirements under Code Section 401(a)(9)(G) and the
regulations thereunder.

9.5      Notwithstanding any other provisions of the Plan,

         (a)      Prior to the death of a Member, all retirement payments
hereunder shall --

                  (1)      be distributed to the Member not later than the
         required beginning date (as defined below) or,

                  (2)      be distributed, commencing not later than the
         required beginning date (as defined below)--

                           (A)      in accordance with regulations prescribed
                  by the Secretary of the Treasury, over the life of the Member
                  or over the lives of the Member and his designated individual
                  Beneficiary, if any, or

                           (B)      in accordance with regulations prescribed
                  by the Secretary of the Treasury, over a period not extending
                  beyond the life expectancy of the Member or the joint life
                  and last survivor expectancy of the Member and his designated
                  individual Beneficiary, if any.

         (b)      (1)      If --

                           (A)      the distribution of a Member's retirement
                  payments have begun in accordance with Subsection (a)(2) of
                  this Section, and

                           (B)      the Member dies before his entire vested
                  Accrued Benefit has been distributed to him,

         then the remaining portion of his vested Accrued Benefit shall be
         distributed at least as rapidly as under the method of distribution
         being used under Subsection (a)(2) of this Section as of the date of
         his death.

                  (2)      If a Member dies before the commencement of
         retirement payments hereunder, the entire interest of the Member shall
         be distributed within five (5) years after his death.

                  (3)      If --

                           (A)      any portion of a Member's vested Accrued
                  Benefit is payable to or for the benefit of the Member's
                  designated individual Beneficiary, if any,


                                      24
<PAGE>   28


                           (B)      that portion is to be distributed, in
                  accordance with regulations prescribed by the Secretary of
                  the Treasury, over the life of the designated individual
                  Beneficiary or over a period not extending beyond the life
                  expectancy of the designated individual Beneficiary, and

                           (C)      the distributions begin not later than one
                  (1) year after the date of the Member's death or such later
                  date as the Secretary of the Treasury may by regulations
                  prescribe,

         then, for purposes of Paragraph (2) of this Subsection (b), the portion
         referred to in Subparagraph (A) of this Paragraph (3) shall be treated
         as distributed on the date on which the distributions to the designated
         individual Beneficiary begin.

                  (4)      If the designated individual Beneficiary referred to
         in Paragraph (3)(A) of this Subsection (b) is the surviving spouse of
         the Member, then --

                           (A)      the date on which the distributions are
                  required to begin under Paragraph (3)(C) of this Subsection
                  (b) shall not be earlier than the date on which the Member
                  would have attained age 70 1/2, and

                           (B)      if the surviving spouse dies before the
                  distributions to such spouse begin, this Subsection (b) shall
                  be applied as if the surviving spouse were the Member.

                  (c)      For purposes of this Section, the term "required
         beginning date" means April 1 of the calendar year following the later
         of the calendar year in which the member attains age 70 1/2 or the
         calendar year in which the Member retires, except with respect to a
         Member who is a five percent (5%) owner (as described in Code Section
         416(i)(1)(B)(i)), the "required beginning date" means April 1 of the
         calendar year following the calendar year in which the Member attains
         age 70 1/2. Notwithstanding the foregoing, with respect to a Member
         who attains age 70 1/2 prior to January 1, 2000, other than a Member
         who is a five percent (5%) owner, such Member may elect to receive
         distributions in accordance with Section 401(a)(9) as in effect prior
         to January 1, 1997, or in the alternative, such Member may elect to
         defer distribution in which event benefits will be paid in accordance
         with the remaining provisions of the Plan.

         9.6      Notwithstanding any provisions of the Plan to the contrary
that would otherwise limit a Distributee's election under this Section 9, a
Distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a
direct rollover. If the Eligible Rollover Distribution is one to which Code
Sections 401(a)(11) and 417 do not apply, such Eligible Rollover Distribution
may commence less than 30 days after the notice required under section
1.411(a)-11(c) of the Income Tax Regulations is given, provided that:


                                      25
<PAGE>   29


                  (a) The Plan Administrator clearly informs the Distributee
         that the Distributee has a right to a period of at least 30 days after
         receiving the notice to consider the decisions of whether or not to
         elect a distribution (and, if applicable, a particular distribution
         option), and

                  (b) the Distributee, after receiving the notice,
         affirmatively elects a distribution.

                                   SECTION 10
                PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT

         10.1     Transfer of a Member from one Plan Sponsor to another Plan
Sponsor or to an Affiliate shall not be deemed for any purpose under the Plan
to be a termination of employment of the Member.

         10.2     In the event of the termination of employment of a Member for
reasons other than death or attainment of a Retirement Date, the Member's
Accrued Benefit shall be determined as of the Valuation Date coinciding with or
immediately preceding the Member's termination of employment, increased by any
amounts allocated to the Account of the Member since that Valuation Date,
decreased by any distributions made since that Valuation Date from the Member's
Account, decreased by the amount necessary to satisfy, as of the Member's
termination of employment, the unpaid principal, accrued interest and penalties
on any loan made to the Member from the Plan (which loan shall be deemed to be
satisfied as a result of such reduction) and adjusted for a pro rata share of
any income, gains, and losses attributable thereto through the Valuation Date
coinciding with or immediately preceding the date the Accrued Benefit is paid.

         10.3     That portion of a Member's Accrued Benefit in which he is
vested as of a Valuation Date shall be:

                  (a) his Employee Deferral Account, Rollover Account, and
         Prior Company Account, which shall be fully vested and nonforfeitable
         at all times; and

                  (b) that portion of the value of his Matching Account and
         Company Account computed according to the following vesting schedule
         taking into account any Years of Service subsequent to such Valuation
         Date until the date of his termination of employment:

<TABLE>
<CAPTION>
          Full Years of                   Percentage
             Service                        Vested
         --------------                   ----------
         <S>                              <C>
               1                            33 1/3%
               2                            66 2/3%
               3                               100%
</TABLE>


         10.4     The Member shall be entitled to payment in the form specified
in Plan Section 9.2. Payment shall be made as soon as administratively feasible
after the Valuation Date



                                      26
<PAGE>   30

coinciding with or immediately following the Member's termination of
employment; provided, however, if the Member's vested Accrued Benefit exceeds
$3,500 ($5,000 effective January 1, 1998), it will not be distributed before
the Member's Normal Retirement Age or death without the Member's consent. A
Member may, however, elect to have payment of his Accrued Benefit delayed until
he attains age 70 1/2. Unless a Member elects to delay commencement of payment
of his Accrued Benefit, in no event shall payment be made later than sixty (60)
days after the end of the Plan Year in which the Normal Retirement Age of the
Member occurs. Payment shall be subject to the minimum distribution
requirements set forth in Plan Section 9. Any distribution under this Section
shall be subject to the Eligible Rollover Distribution requirements of Section
9.6.

                   10.5 (a) If any portion of a Member's vested Accrued Benefit
          derived from Plan Sponsor contributions is paid prior to his
          Termination Completion Date, a portion of his Accrued Benefit equal to
          his total non-vested Accrued Benefit derived from Plan Sponsor
          contributions multiplied by a fraction, the numerator of which is the
          amount of the distribution attributable to Plan Sponsor contributions
          and the denominator of which is the total vested Accrued Benefit
          attributable to Plan Sponsor contributions, shall be immediately
          forfeited. The amount forfeited shall not exceed the Members
          non-vested Accrued Benefit. Upon the termination of employment of a
          Member who is not vested in any part of his Accrued Benefit, the
          Member shall be deemed to have received a distribution and his Accrued
          Benefit shall be immediately forfeited.

                        (b) If the Member is reemployed by a Plan Sponsor or an
          Affiliate prior to his Termination Completion Date and (1) if the
          Member's Accrued Benefit was partially vested and the Member repays to
          the Fund no later than the earlier of his Termination Completion Date
          or the fifth anniversary of the Member's reemployment all of that
          portion of his vested Accrued Benefit which was paid to him or (2) if
          the Member's Accrued Benefit was not vested upon his termination of
          employment, then any portion of his Accrued Benefit which was
          forfeited shall be restored effective on the Valuation Date coinciding
          with or next following the repayment or the Member's reemployment,
          respectively. The restoration on any Valuation Date of the forfeited
          portion of the Accrued Benefit of a Member pursuant to the preceding
          sentence shall be made first from forfeitures available for allocation
          on that Valuation Date, to the extent available, and secondly from
          additional employer contributions. Only after restorations have been
          made shall the remaining net income be available for allocation under
          Plan Section 4.

                        (c) If a Member who is partially vested in his Accrued
          Benefit does not receive, prior to his Termination Completion Date, a
          distribution of any portion of his vested Accrued Benefit, then no
          forfeiture of that Member's non-vested portion of his Accrued Benefit
          shall occur until that Member's Termination Completion Date.

         10.6     In the event that a Plan amendment directly or indirectly
changes the vesting schedule, the vesting percentage for each Member in his
Accrued Benefit accumulated to the date when the amendment is adopted shall not
be reduced as a result of the amendment. In addition, any Member with at least
three (3) Years of Service may irrevocably elect to remain



                                      27
<PAGE>   31

under the pre-amendment vesting schedule with respect to all of his benefits
accrued both before and after the amendment.

                                   SECTION 11
                           ADMINISTRATION OF THE PLAN

         11.1     Trust Agreement. The Primary Sponsor shall establish a Trust
with the Trustee designated by the Board of Directors for the management of the
Fund, which Trust shall form a part of the Plan and is incorporated herein by
reference.

         11.2     Operation of the Plan Administrator. The Primary Sponsor
shall appoint a Plan Administrator. If an organization is appointed to serve as
the Plan Administrator, then the Plan Administrator may designate in writing a
person who may act on behalf of the Plan Administrator. The Primary Sponsor
shall have the right to remove the Plan Administrator at any time by notice in
writing. The Plan Administrator may resign at any time by written notice of
resignation to the Trustee and the Primary Sponsor. Upon removal or
resignation, or in the event of the dissolution of the Plan Administrator, the
Primary Sponsor shall appoint a successor.

         11.3     Fiduciary Responsibility.

                  (a)      The Plan Administrator, as a Named Fiduciary, may
         allocate its fiduciary responsibilities among Fiduciaries other than
         the Trustee, designated in writing by the Plan Administrator and may
         designate in writing other persons (other than the Trustee) to carry
         out its fiduciary responsibilities under the Plan. The Plan
         Administrator may at any time and from time to time remove any such
         person designated to carry out its fiduciary responsibilities under
         the Plan by notice in writing to such person.

                  (b)      The Plan Administrator and each other Fiduciary may
         employ persons to perform services and to render advice with regard to
         any of the Fiduciary's responsibilities under the Plan. Charges for
         all such services performed and advice rendered may be directly paid
         by each Plan Sponsor but until paid shall constitute a charge against
         the Fund.

                  (c)      Each Plan Sponsor shall indemnify and hold harmless
         each person constituting the Plan Administrator or the Investment
         Committee, if any, from and against any and all claims, losses, costs,
         expenses (including, without limitation, attorney's fees and court
         costs), damages, actions or causes of action arising from, on account
         of or in connection with the performance by such person of his duties
         in such capacity, other than such of the foregoing arising from, on
         account of or in connection with the willful neglect or willful
         misconduct of such person so acting.

         11.4     Duties of the Plan Administrator.

                  (a)      The Plan Administrator shall advise the Trustee with
         respect to all payments under the terms of the Plan and shall direct
         the Trustee in writing to make such payments from the Fund; provided,
         however, in no event shall the Trustee be required to



                                      28
<PAGE>   32

         make such payments if the Trustee has actual knowledge that such
         payments are contrary to the terms of the Plan and the Trust.

                  (b)      The Plan Administrator shall from time to time
         establish rules, not contrary to the provisions of the Plan and the
         Trust, for the administration of the Plan and the transaction of its
         business. All elections and designations under the Plan by a
         Participant or Beneficiary shall be made on forms prescribed by the
         Plan Administrator. The Plan Administrator shall have discretionary
         authority to construe the terms of the Plan and shall determine all
         questions arising in the administration, interpretation and
         application of the Plan, including, but not limited to, those
         concerning eligibility for benefits and it shall not act so as to
         discriminate in favor of any person. All determinations of the Plan
         Administrator shall be conclusive and binding on all Employees,
         Members, Beneficiaries and Fiduciaries, subject to the provisions of
         the Plan and the Trust and subject to applicable law.

                  (c)      The Plan Administrator shall furnish Members and
         Beneficiaries with all disclosures now or hereafter required by ERISA
         or the Code. The Plan Administrator shall file, as required, the
         various reports and disclosures concerning the Plan and its operations
         as required by ERISA and by the Code, and shall be solely responsible
         for establishing and maintaining all records of the Plan and the
         Trust.

                  (d)      The statement of specific duties for a Plan
         Administrator in this Section is not in derogation of any other duties
         which a Plan Administrator has under the provisions of the Plan or the
         Trust or under applicable law.

         11.5     Investment Manager. The Primary Sponsor may, by action in
writing certified by notice to the Trustee, appoint an Investment Manager. Any
Investment Manager may be removed in the same manner in which appointed, and in
the event of any removal, the Investment Manager shall, as soon as possible,
but in no event more than thirty (30) days after notice of removal, turn over
all assets managed by it to the Trustee or to any successor Investment Manager
appointed, and shall make a full accounting to the Primary Sponsor with respect
to all assets managed by it since its appointment as an Investment Manager.

         11.6     Investment Committee. The Primary Sponsor may, by action in
writing certified by notice to the Trustee, appoint an Investment Committee.
The Primary Sponsor shall have the right to remove any person on the Investment
Committee at any time by notice in writing to such person. A person on the
Investment Committee may resign at any time by written notice of resignation to
the Primary Sponsor. Upon such removal or resignation, or in the event of the
death of a person on the Investment Committee, the Primary Sponsor may appoint
a successor. Until a successor has been appointed, the remaining persons on the
Investment Committee may continue to act as the Investment Committee.

         11.7     Action by the Primary Sponsor or a Plan Sponsor. Any action
to be taken by the Primary Sponsor or a Plan Sponsor shall be taken by
resolution or written direction duly adopted by its board of directors or
appropriate governing body,



                                      29
<PAGE>   33

as the case may be; provided, however, that by such resolution or written
direction, the board of directors or appropriate governing body, as the case
may be, may delegate to any officer or other appropriate person of a Plan
Sponsor the authority to take any such actions as may be specified in such
resolution or written direction, other than the power to amend, modify or
terminate the Plan or the Trust or to determine the basis of any Plan Sponsor
contributions.

                                   SECTION 12
                             CLAIM REVIEW PROCEDURE

         12.1     If a Member or Beneficiary is denied a claim for benefits
under a Plan, the Plan Administrator shall provide to the claimant written
notice of the denial within ninety (90) days after the Plan Administrator
receives the claim, unless special circumstances require an extension of time
for processing the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished to the claimant
prior to the termination of the initial 90-day period. In no event shall the
extension exceed a period of ninety (90) days from the end of such initial
period. The extension notice shall indicate the special circumstances requiring
an extension of time and the date by which the Plan Administrator expects to
render the final decision.

         12.2     If the claimant is denied a claim for benefits, the Plan
Administrator shall provide, within the time frame set forth in Plan Section
12.1, written notice of the denial which shall set forth:

                  (a)      the specific reasons for the denial;

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

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

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

         12.3     After receiving written notice of the denial of a claim, a
claimant or his representative may:

                  (a)      request a full and fair review of the denial by
         written application to the Plan Administrator;

                  (b)      review pertinent documents; and

                  (c)      submit issues and comments in writing to the Plan
         Administrator.

         12.4     If the claimant wishes a review of the decision denying his
claim to benefits under the Plan, he must submit the written application to the
Plan Administrator within sixty (60) days after receiving written notice of the
denial.


                                      30
<PAGE>   34


         12.5     Upon receiving the written application for review, the Plan
Administrator may schedule a hearing for purposes of reviewing the claimant's
claim, which hearing shall take place not more than thirty (30) days from the
date on which the Plan Administrator received the written application for
review.

         12.6     At least ten (10) days prior to the scheduled hearing, the
claimant and his representative designated in writing by him, if any, shall
receive written notice of the date, time, and place of the scheduled hearing.
The claimant or his representative may request that the hearing be rescheduled
for his convenience on another reasonable date or at another reasonable time or
place.

         12.7     All claimants requesting a review of the decision denying
their claim for benefits may employ counsel for purposes of the hearing.

         12.8     No later than sixty (60) days following the receipt of the
written application for review, the Plan Administrator shall submit its
decision on the review in writing to the claimant involved and to his
representative, if any; provided, however, a decision on the written
application for review may be extended, in the event special circumstances such
as the need to hold a hearing require an extension of time, to a day no later
than one hundred twenty (120) days after the date of receipt of the written
application for review. The decision shall include specific reasons for the
decision and specific references to the pertinent provisions of the Plan on
which the decision is based.

                                   SECTION 13
                 LIMITATION OF ASSIGNMENT, PAYMENTS TO LEGALLY
                 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

         13.1     No benefit which shall be payable under the Plan to any
person shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements or torts of any
person, nor shall it be subject to attachment or legal process for, or against,
such person, and the same shall not be recognized under the Plan, except to
such extent as may be required by law. Notwithstanding the above, this Section
shall not apply to a "qualified domestic relations order" (as defined in Code
Section 414(p)), and benefits may be paid pursuant to the provisions of such an
order. The Plan Administrator shall develop procedures (in accordance with
applicable federal regulations) to determine whether a domestic relations order
is qualified, and, if so, the method and the procedures for complying
therewith.

         13.2     If any person who shall be entitled to any benefit under the
Plan shall become bankrupt or shall attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge such benefit under the Plan, then
the payment of any such benefit in the event a Member or Beneficiary is
entitled to payment shall, in the discretion of the Plan Administrator, cease
and terminate and in that event the Trustee shall hold or apply the same for
the benefit of such


                                      31
<PAGE>   35


person, his spouse, children, other dependents or any of them in such manner
and in such proportion as the Plan Administrator shall determine.

         13.3     Whenever any benefit which shall be payable under the Plan is
to be paid to or for the benefit of any person who is then a minor or
determined to be incompetent by qualified medical advice, the Plan
Administrator need not require the appointment of a guardian or custodian, but
shall be authorized to cause the same to be paid over to the person having
custody of such minor or incompetent, or to cause the same to be paid to such
minor or incompetent without the intervention of a guardian or custodian, or to
cause the same to be paid to a legal guardian or custodian of such minor or
incompetent if one has been appointed or to cause the same to be used for the
benefit of such minor or incompetent.

         13.4     If the Plan Administrator cannot ascertain the whereabouts of
any Member to whom a payment is due under the Plan, the Plan administrator may
direct that the payment and all remaining payments otherwise due to the Member
be cancelled on the records of the Plan and the amount thereof applied as a
forfeiture in accordance with Plan Section 3.4, except that, in the event the
Member later notifies the Plan Administrator of his whereabouts and requests
the payments due to him under the Plan, the Plan Sponsor shall contribute to
the Plan an amount equal to the payment to be paid to him as soon as
administratively feasible.

                                   SECTION 14
                         PROHIBITION AGAINST DIVERSION

         At no time shall any part of the Fund be used for or diverted to
purposes other than the exclusive benefit of the Members or their
Beneficiaries, subject, however, to the payment of all taxes and administrative
expenses and subject to the provisions of the Plan with respect to returns of
contributions.

                                   SECTION 15
                              LIMITATION OF RIGHTS

         Membership in the Plan shall not give any Employee any right or claim
except to the extent that such right is specifically fixed under the terms of
the Plan. The adoption of the Plan and the Trust by any Plan Sponsor shall not
be construed to give any Employee a right to be continued in the employ of a
Plan Sponsor or as interfering with the right of a Plan Sponsor to terminate
the employment of any Employee at any time.

                                   SECTION 16
                       AMENDMENT TO OR TERMINATION OF THE
                               PLAN AND THE TRUST

         16.1     The Primary Sponsor reserves the right at any time to modify
or amend or terminate the Plan or the Trust in whole or in part by notice
thereof in writing delivered to the Trustee; provided, however, that the
Primary Sponsor shall have no power to modify or amend the Plan in such manner
as would cause or permit any portion of the funds held under a Plan to be used
for, or diverted to, purposes other than for the exclusive benefit of Members
or their


                                      32
<PAGE>   36


Beneficiaries, or as would cause or permit any portion of a fund held under the
Plan to become the property of a Plan Sponsor; and provided further, that the
duties or liabilities of the Trustee shall not be increased without its written
consent; and provided further, that the Plan Administrator may amend the Loan
Procedures from time to time without the need for further consent of the
Primary Sponsor. No such modifications or amendments shall have the effect of
retroactively changing or depriving Members or Beneficiaries of rights already
accrued under the Plan. No Plan Sponsor other than the Primary Sponsor shall
have the right to so modify, amend or terminate the Plan or the Trust.
Notwithstanding the foregoing, each Plan Sponsor may terminate its own
participation in the Plan and Trust pursuant to the Plan.

         16.2     Each Plan Sponsor other than the Primary Sponsor shall have
the right to terminate its participation in the Plan and Trust by resolution of
its board of directors or other appropriate governing body and notice in
writing to the Primary Sponsor and the Trustee unless such termination would
result in the disqualification of the Plan or the Trust or would adversely
affect the exempt status of the Plan or the Trust as to any other Plan Sponsor.
If contributions by or on behalf of a Plan Sponsor are completely terminated,
the Plan and Trust shall be deemed terminated as to such Plan Sponsor. Any
termination by a Plan Sponsor, shall not be a termination as to any other Plan
Sponsor.

         16.3     (a)      If the Plan is terminated by the Primary Sponsor or
         if contributions to the Trust should be permanently discontinued, it
         shall terminate as to all Plan Sponsors and the Fund shall be used,
         subject to the payment of expenses and taxes, for the benefit of
         Members and Beneficiaries, and for no other purposes, and the Account
         of each affected Member shall be fully vested and nonforfeitable,
         notwithstanding the provisions of the Section of the Plan which sets
         forth the vesting schedule.

                  (b)      In the event of the partial termination of the Plan,
         each affected Member's Account shall be fully vested and
         nonforfeitable, notwithstanding the provisions of the Section of the
         Plan which sets forth the vesting schedule.

         16.4     In the event of the termination of the Plan or the Trust with
respect to a Plan Sponsor, the Accounts of the Members with respect to the Plan
as adopted by such Plan Sponsor shall be held subject to the instructions of
the Plan Administrator; provided that the Trustee shall not be required to make
any distribution until it receives a copy of an Internal Revenue Service
determination letter to the effect that the termination does not affect the
qualified status of the Plan or the exempt status of the Trust or, in the event
that such letter is applied for and is not issued, until the Trustee is
reasonably satisfied that adequate provision has been made for the payment of
all taxes which may be due and owing by the Trust.

         16.5     In the case of any merger or consolidation of the Plan with,
or any transfer of the assets or liabilities of the Plan to, any other plan
qualified under Code Section 401, the terms of the merger, consolidation or
transfer shall be such that each Member would receive (in the event of
termination of the Plan or its successor immediately thereafter) a benefit
which is no less than the benefit which the Member would have received in the
event of termination of the Plan immediately before the merger, consolidation
or transfer.


                                      33
<PAGE>   37


         16.6     Notwithstanding any other provision of the Plan, an amendment
to the Plan --

                  (a)      which eliminates or reduces an early retirement
         benefit, if any, or which eliminates or reduces a retirement-type
         subsidy (as defined in regulations issued by the Department of the
         Treasury), if any, or

                  (b)      which eliminates an optional form of benefit

shall not be effective with respect to benefits attributable to service before
the amendment is adopted. In the case of a retirement-type subsidy described in
Subsection (a) above, this Section shall be applicable only to a Member who
satisfies, either before or after the amendment, the pre-amendment conditions
for the subsidy.

                                   SECTION 17
                         ADOPTION OF PLAN BY AFFILIATES

         Any corporation or other business entity related to the Primary
Sponsor by function or operation and any Affiliate, if the corporation,
business entity or Affiliate is authorized to do so by written direction
adopted by the Board of Directors, may adopt the Plan and the related Trust by
action of the board of directors or other appropriate governing body of such
corporation, business entity or Affiliate. Any adoption shall be evidenced by
certified copies of the resolutions of the foregoing board of directors or
governing body indicating the adoption and by the execution of the Trust by the
adopting corporation, or business entity or Affiliate. The resolution shall
state and define the effective date of the adoption of the Plan by the Plan
Sponsor and, for the purpose of Code Section 415, the "limitation year" as to
such Plan Sponsor. Notwithstanding the foregoing, however, if the Plan and
Trust as adopted by an Affiliate or other corporation or business entity under
the foregoing provisions shall fail to receive the initial approval of the
Internal Revenue Service as a qualified Plan and Trust under Code Sections
401(a) and 501(a), any contributions by the Affiliate or other corporation or
business entity after payment of all expenses will be returned to such Plan
Sponsor free of any trust, and the Plan and Trust shall terminate, as to the
adopting Affiliate or other corporation or business entity.

                                   SECTION 18
                   QUALIFICATION AND RETURN OF CONTRIBUTIONS

         18.1     If the Plan and the related Trust fail to receive the initial
approval of the Internal Revenue Service as a qualified plan and trust within
one (1) year after the date of denial of qualification (a) the contribution of
a Plan Sponsor after payment of all expenses will be returned to a Plan Sponsor
free of the Plan and Trust, (b) contributions made by a Member shall be
returned to the Member who made the contributions, and (c) the Plan and Trust
shall thereupon terminate.

         18.2     If and to the extent permitted by the Code and other
applicable laws and regulations thereunder, upon a Plan Sponsor's request, a
contribution which was made by reason of a mistake of fact or upon the
deductibility of the contribution under Code Section 404, shall be returned to
a Plan Sponsor within one (1) year after the payment of the contribution, or
the disallowance of the deduction (to the extent disallowed), whichever is
applicable.


                                      34
<PAGE>   38


         In the event of a contribution which was made by reason of a mistake
of fact or which was conditioned upon the deductibility of the contribution,
the amount to be returned to the Plan Sponsor shall be the excess of the
contribution above the amount that would have been contributed had the mistake
of fact or the mistake in determining the deduction not occurred, less any net
loss attributable to the excess. Any net income attributable to the excess
shall not be returned to the Plan Sponsor. No return of any portion of the
excess shall be made to the Plan Sponsor if the return would cause the balance
in a Member's Account to be less than the balance would have been had the
mistaken contribution not been made.

                                   SECTION 19
                      INCORPORATION OF SPECIAL LIMITATIONS

         Appendices A, B, C, and D to the Plan, attached hereto, are
incorporated by reference and the provisions of the same shall apply
notwithstanding anything to the contrary contained herein.


         IN WITNESS WHEREOF, the Primary Sponsor has caused this indenture to
be executed as of the date first above written.


                                       PER-SE TECHNOLOGIES, INC.



                                       By: /s/  ALLEN W. RITCHIE
                                          -------------------------------------
                                          Allen W. Ritchie
                                          President and Chief Executive Officer
[CORPORATE SEAL]

ATTEST:



By:  /s/ RANDOLPH L. M. HUTTO
   --------------------------
    Randolph L. M. Hutto
    Secretary


                                      35
<PAGE>   39



                                   APPENDIX A
                        SPECIAL NONDISCRIMINATION RULES

                                   SECTION 1

         As used in this Appendix, the following words shall have the following
meanings:

                  (a)      "Eligible Member" means a Member who is an Employee
         during any particular Plan Year.

                  (b)      "Highly Compensated Eligible Member" means any
         Eligible Member who is a Highly Compensated Employee.

                  (c)      "Matching Contribution" means any contribution made
         by a Plan Sponsor to a Matching Account and any other contribution
         made to a plan by a Plan Sponsor or an Affiliate on behalf of an
         Employee on account of a contribution made by an Employee or on
         account of an Elective Deferral.

                  (d)      "Qualified Matching Contributions" means Matching
         Contributions which are immediately nonforfeitable when made, and
         which would be nonforfeitable, regardless of the age or service of the
         Employee or whether the Employee is employed on a certain date, and
         which may not be distributed, except upon one of the events described
         under Section 401(k)(2)(B) of the Code and the regulations thereunder.

                  (e)      "Qualified Nonelective Contributions" means
         contributions of the Plan Sponsor or an Affiliate, other than Matching
         Contributions or Elective Deferrals, which are nonforfeitable when
         made, and which would be nonforfeitable regardless of the age or
         service of the Employee or whether the Employee is employed on a
         certain date, and which may not be distributed, except upon one of the
         events described under Code Section 401(k)(2)(B) and the regulations
         thereunder.

                                   SECTION 2

         In addition to any other limitations set forth in the Plan, for each
Plan Year one of the following tests must be satisfied:

                  (a)      the actual deferral percentage for the Highly
         Compensated Eligible Members for the Plan Year must not be more than
         the actual deferral percentage of all other Eligible Members for the
         preceding Plan Year multiplied by 1.25; or

                  (b)      the excess of the actual deferral percentage for the
         Highly Compensated Eligible Members for the Plan Year over that of all
         other Eligible Members for the preceding Plan Year must not be more
         than two (2) percentage points, and the actual deferral percentage for
         the Highly Compensated Eligible Members for the Plan Year must not be
         more than the actual deferral percentage of all other Eligible Members
         for the preceding Plan Year multiplied by two (2).


                                      A-1
<PAGE>   40


         The "actual deferral percentage" for the Highly Compensated Eligible
Members and all other Eligible Members for a Plan Year is the average in each
group of the ratios, calculated separately for each Employee, of the Deferral
Amounts contributed by the Plan Sponsor on behalf of an Employee for the Plan
Year to the Annual Compensation of the Employee in the Plan Year. In addition,
for purposes of calculating the "actual deferral percentage" as described
above, Deferral Amounts of Employees who are not Highly Compensated Employees
which are prohibited by Code Section 401(a)(30) shall not be taken into
consideration. Except to the extent limited by Treasury Regulation section
1.401(k)-1(b)(5) and any other applicable regulations promulgated by the
Secretary of the Treasury, all or part of the Qualified Matching Contributions
and Qualified Nonelective Contributions made pursuant to the Plan may be
treated as Deferral Amounts for purposes of determining the "actual deferral
percentage."

                                   SECTION 3

         If the Deferral Amount contributed on behalf of any Highly Compensated
Eligible Member exceeds the amount permitted under the "actual deferral
percentage" test described in Section 2 of this Appendix A for any given Plan
Year, then before the end of the Plan Year following the Plan Year for which
the Excess Deferral Amount was contributed, the portion of the Excess Deferral
Amount for the Plan Year attributable to a Highly Compensated Eligible Member,
as adjusted to reflect income, gain, or loss attributable to it through the
date the Excess Deferral Amount is distributed to the Member and reduced by any
excess Elective Deferrals as determined pursuant to Plan Section 3.1 previously
distributed to a Member for the Member's taxable year ending with or within the
Plan Year, shall be distributed to the Highly Compensated Eligible Member. The
income allocable to such Excess Deferral Amount shall be determined in a
similar manner as described in Section 4.2 of the Plan. The Excess Deferral
Amount to be distributed shall be reduced by Deferral Amounts previously
distributed for the taxable year ending in the same Plan Year, and shall also
be reduced by Deferral Amounts previously distributed for the Plan Year
beginning in such taxable year. In the event the multiple use of limitations
contained in Sections 2(b) and 5(b) of this Appendix, pursuant to Treasury
Regulations section 1.401(m)-2 as promulgated by the Secretary of the Treasury,
requires a corrective distribution, such distribution shall be made pursuant to
this Section 3, and not Section 6 of Appendix A.

                  (a)      For purposes of this Section 3, "Excess Deferral
         Amount" means, with respect to a Plan Year, the excess of:

                           (1)      the aggregate amount of Deferral Amounts
                  contributed by a Plan Sponsor on behalf of Highly Compensated
                  Eligible Members for the Plan Year, over

                           (2)      the maximum amount of Deferral Amounts
                  permitted under Section 2 of this Appendix A for the Plan
                  Year, which shall be determined by reducing the Deferral
                  Amounts contributed on behalf of Highly Compensated Eligible
                  Members in order of the actual deferral percentages beginning
                  with the highest of such percentages.


                                      A-2
<PAGE>   41


                  (b)      Distribution of the Excess Deferral Amount for any
         Plan Year shall be made to Highly Compensated Eligible Members on the
         basis of the dollar amount of Deferral Amounts attributable to each
         Highly Compensated Eligible Member. The Plan Sponsor shall determine
         the amount of Excess Deferral Amounts which shall be distributed to
         each Highly Compensated Eligible Member as follows.

                           (1)      The Deferral Amounts allocated to the
                  Highly Compensated Eligible Member with the highest dollar
                  amount of Deferral Amounts for the Plan Year shall be reduced
                  by the amount required to cause that Highly Compensated
                  Eligible Member's remaining Deferral Amounts for the Plan
                  Year to be equal to the dollar amount of the Deferral Amounts
                  allocated to the Highly Compensated Eligible Member with the
                  next highest dollar amount of Deferral Amounts for the Plan
                  Year. This amount is then distributed to the Highly
                  Compensated Eligible Member with the highest dollar amount of
                  Deferral Amount, unless a smaller reduction, when added to
                  the total dollar amount already distributed pursuant to this
                  Subsection (1), equals the total Excess Deferral Amounts.

                           (2)      If the total amount distributed under
                  Subsection (1) of this Section 3 is less than the total
                  Excess Deferral Amounts, the procedure in Subsection (1)
                  shall be repeated successively until the total dollar amount
                  distributed is equal to the total Excess Deferral Amounts
                  attributable to Highly Compensated Eligible Members.

                  If a distribution of the Excess Deferral Amounts attributable
                  to the Highly Compensated Eligible Members is made in
                  accordance with Subsections (1) and (2) of this Section, the
                  limitations in Section 2 of this Appendix A shall be treated
                  as being met regardless of whether the actual deferral
                  percentage, if recalculated after such distributions, would
                  have satisfied the requirements of Section 2.

                                   SECTION 4

         The Plan Administrator shall have the responsibility of monitoring the
Plan's compliance with the limitations of this Appendix A and shall have the
power to take all steps it deems necessary or appropriate to ensure compliance,
including, without limitation, restricting the amount which Highly Compensated
Eligible Members can elect to have contributed pursuant to Plan Section 3.1.
Any actions taken by the Plan Administrator pursuant to this Section 4 shall be
pursuant to non-discriminatory procedures consistently applied.


                                      A-3
<PAGE>   42


                                   SECTION 5

         In addition to any other limitations set forth in the Plan, Matching
Contributions under the Plan and the amount of nondeductible employee
contributions under the Plan, for each Plan Year must satisfy one of the
following tests:

                  (a)      The contribution percentage for Highly Compensated
         Eligible Members for the Plan Year must not exceed 125% of the
         contribution percentage for all other Eligible Members for the
         preceding Plan Year; or

                  (b)      The contribution percentage for Highly Compensated
         Eligible Members for the Plan Year must not exceed the lesser of (1)
         200% of the contribution percentage for all other Eligible Members for
         the preceding Plan Year, and (2) the contribution percentage for all
         other Eligible Members for the preceding Plan Year plus two (2)
         percentage points.

         Notwithstanding the foregoing, for purposes of this Section 5, the
terms Highly Compensated Eligible Member and Eligible Member shall not include
any Member who is not eligible to receive a Matching Contribution under the
provisions of the Plan, other than as a result of the Member failing to
contribute to the Plan or failing to have an Elective Deferral contributed to
the Plan on the Member's behalf. Notwithstanding the foregoing, if Qualified
Matching Contributions are taken into account for purposes of applying the test
contained in Section 2 of this Appendix A, they shall not be taken into account
under this Section 5. In applying the above tests, the Plan Administrator shall
comply with any regulations promulgated by the Secretary of the Treasury which
prevent or restrict the use of the test contained in Section 2(b) of this
Appendix A and the test contained in Section 5(b) of this Appendix A. The
"contribution percentage" for Highly Compensated Eligible Members and for all
other Eligible Members for a Plan Year shall be the average of the ratios,
calculated separately for each Member, of (A) to (B), where (A) is the amount
of Matching Contributions under the Plan (excluding Qualified Matching
Contributions which are used to apply the test set forth in Section 2 of this
Appendix A or Matching Contributions which are used to satisfy the minimum
required contributions to the Accounts of Eligible Members who are not Key
Employees pursuant to Section 1 of Appendix C to the Plan) and nondeductible
employee contributions made under the Plan for the Eligible Member for the Plan
Year, and where (B) is the Annual Compensation of the Eligible Member for the
Plan Year. Except to the extent limited by Treasury Regulation Section
1.401(m)-1(b)(5) and any other applicable regulations promulgated by the
Secretary of the Treasury, a Plan Sponsor may elect to treat Deferral Amounts
and Qualified Nonelective Contributions and/or Qualified Matching Contribution
as Matching Contributions for purpose of determining the "contribution
percentage," provided the Deferral Amounts, excluding those treated as Matching
Contributions, satisfy the test set forth in Section 2 of Appendix A.

                                   SECTION 6

         If the Matching Contributions and nondeductible employee contributions
and, if taken into account under Section 5 of this Appendix A, the Deferral
Amounts made by or on behalf of



                                      A-4
<PAGE>   43

Highly Compensated Eligible Members exceed the amount permitted under the
"contribution percentage test" for any given Plan Year, then, before the close
of the Plan Year following the Plan Year for which the Excess Aggregate
Contributions were made, the portion of the Excess Aggregate Contributions
attributable to a Highly Compensated Eligible Member for the Plan Year, as
adjusted to reflect any income, gain or loss attributable to such contributions
through the date the Excess Aggregate Contributions are distributed may be
distributed or, if the Excess Aggregate Contributions are forfeitable,
forfeited. The income allocable to such contributions shall be determined in a
similar manner as described in Section 4.2 of the Plan. As to any Highly
Compensated Employee, any distribution or forfeiture of his allocable portion
of the Excess Aggregate Contributions for a Plan Year shall first be attributed
to any nondeductible employee contributions made by the Member during the Plan
Year for which no corresponding Plan Sponsor contribution is made and then to
any remaining nondeductible employee contributions made by the Member during
the Plan Year and any Matching Contributions thereon. As between the Plan and
any other plan or plans maintained by the Plan Sponsor in which Excess
Aggregate Contributions for a Plan Year are held, each such plan shall
distribute or forfeit a pro-rata share of each class of contribution based on
the respective amounts of a class of contribution made to each plan during the
Plan Year. The payment of the Excess Aggregate Contributions shall be made
without regard to any other provision in the Plan. In the event the multiple
use of limitations contained in Sections 2(b) and 5(b) of this Appendix,
pursuant to Treasury Regulation section 1.401(m)-2 as promulgated by the
Secretary of the Treasury, requires a corrective distribution, such
distribution shall be made pursuant to Section 3 of Appendix A, and not this
Section 6.

                  (a)      For purposes of this Section 6, "Excess Aggregate
         Contributions" means, with respect to a Plan Year, the excess of:

                           (1)      the aggregate amount of the Matching
                  Contributions and nondeductible employee contributions (and
                  any Qualified Nonelective Contributions or Qualified Matching
                  Contributions) and, if taken into account under Section 5 of
                  this Appendix A, the Deferral Amounts actually made on behalf
                  of Highly Compensated Eligible Members for the Plan Year,
                  over

                           (2)      the maximum amount of contributions
                  permitted under the limitations of Section 5 of this Appendix
                  A, determined by reducing contributions made on behalf of
                  Highly Compensated Eligible Members in order of their
                  contribution percentages beginning with the highest of such
                  percentages.

         The determination of the amount of Excess Aggregate Contributions
under this Section 6 shall be made after (1) first determining the excess
Elective Deferrals under Section 3.1(b) of the Plan and (2) then determining
the Excess Deferral Amounts under Section 3 of this Appendix A.

                                      A-5
<PAGE>   44


                  (b)      Distribution or forfeiture of nondeductible employee
         contributions or Matching Contributions in the amount of the Excess
         Aggregate Contributions for any Plan Year shall be made with respect
         to Highly Compensated Eligible Members on the basis of the dollar
         amount of the Excess Aggregate Contributions attributable to each
         Highly Compensated Eligible Member. Forfeitures of Excess Aggregate
         Contributions may not be allocated to Members whose contributions are
         reduced under this Section 6. The Plan Sponsor shall determine the
         amount of Excess Aggregate Contributions which shall be distributed to
         each Highly Compensated Eligible Member as follows.

                           (1)      The Matching Contributions and
                  nondeductible contributions allocated to the Highly
                  Compensated Eligible Member with the highest dollar amount of
                  such contributions for the Plan Year shall be reduced by the
                  amount required to cause that Highly Compensated Eligible
                  Member's remaining Matching Contributions and nondeductible
                  contributions for the Plan Year to be equal to the dollar
                  amount of such contributions allocated to the Highly
                  Compensated Eligible Member with the next highest dollar
                  amount of Matching Contributions and nondeductible
                  contributions for the Plan Year. This amount is then
                  distributed to the Highly Compensated Eligible Member with
                  the highest dollar amount of Matching Contributions and
                  nondeductible contributions, unless a smaller reduction, when
                  added to the total dollar amount already distributed pursuant
                  to this Subsection (1), equals the total Excess Aggregate
                  Contributions.

                           (2)      If the total amount distributed under
                  Subsection (1) is less than the total Excess Aggregate
                  Contributions, the procedure in Subsection (1) shall be
                  repeated successively until the total dollar amount of
                  Matching Contributions and nondeductible contributions
                  distributed is equal to the total Excess Aggregate
                  Contributions attributable to Highly Compensated Eligible
                  Members.

                  If a distribution of the total Excess Aggregate Contributions
         is made in accordance with Subsections (1) and (2) of this Section,
         the limitations in Section 5 of this Appendix A shall be treated as
         being met regardless of whether the actual contribution percentage, if
         recalculated after such distributions, would have satisfied the
         requirements of Section 5.

                                   SECTION 7

         Except to the extent limited by rules promulgated by the Secretary of
the Treasury, if a Highly Compensated Eligible Member is a participant in any
other plan of the Plan Sponsor or any Affiliate which includes Matching
Contributions, deferrals under a cash or deferred arrangement pursuant to Code
Section 401(k), or nondeductible employee contributions, any contributions made
by or on behalf of the Member to the other plan shall be allocated with the
same class of contributions under the Plan for purposes of determining the
"actual deferral percentage" and "contribution percentage" under the Plan;
provided, however, contributions that



                                      A-6
<PAGE>   45

are made under an "employee stock ownership plan" (within the meaning of Code
Section 4975(e)(7)) shall not be combined with contributions under any plan
which is not an employee stock ownership plan (within the meaning of Code
Section 4975(e)(7)).

         Except to the extent limited by rules promulgated by the Secretary of
the Treasury, if the Plan and any other plans which include Matching
Contributions, deferrals under a cash or deferred arrangement pursuant to Code
Section 401(k), or nondeductible employee contributions are considered as one
plan for purposes of Code Section 401(a)(4) and 410(b)(1), any contributions
under the other plans shall be allocated with the same class of contributions
under the Plan for purposes of determining the "contribution percentage" and
"actual deferral percentage" under the Plan; provided, however, contributions
that are made under an "employee stock ownership plan" (within the meaning of
Code Section 4975(e)(7)) shall not be combined with contributions under any
plan which is not an employee stock ownership plan (within the meaning of Code
Section 4975(e)(7)).


                                      A-7
<PAGE>   46


                                   APPENDIX B
                           LIMITATION ON ALLOCATIONS

                                   SECTION 1

         The "annual addition" for any Member for any one limitation year may
not exceed the lesser of:

                  (a)      $30,000 as adjusted for changes in the cost of
         living as provided in regulations issued by the Secretary of the
         Treasury; or

                  (b)      25% of the Member's Annual Compensation.

                                   SECTION 2

         For the purposes of this Appendix B, the term "annual addition" for
any Member means for any limitation year, the sum of certain Plan Sponsor and
Member contributions, forfeitures, and other amounts as determined in Code
Section 415(c)(2) in effect for that limitation year.

                                   SECTION 3

         Effective until December 31, 1999, in the event that a Plan Sponsor
maintains a defined benefit plan under which a Member also participates, the
sum of the defined benefit plan fraction and the defined contribution plan
fraction for any limitation year for any Member may not exceed 1.0.

                  (a)      The defined benefit plan fraction for any limitation
         year is a fraction:

                           (1)      the numerator of which is the projected
                  annual benefit of the Member under the defined benefit plan
                  (determined as of the close of such year); and

                           (2)      the denominator of which is the lesser of

                                    (A)      the product of 1.25, multiplied by
                           the maximum annual benefit allowable under Code
                           Section 415(b)(1)(A), or

                                    (B)      the product of

                                             (i)      1.4, multiplied by

                                             (ii)     the maximum amount which
                                    may be taken into account under Section
                                    415(b)(1)(B) of the Code with respect to
                                    the Member under the defined benefit plan
                                    for the limitation year (determined as of
                                    the close of the limitation year).


                                      B-1
<PAGE>   47


                  (b)      The defined contribution plan fraction for any
         limitation year is a fraction:

                           (1)      the numerator of which is the sum of a
                  Member's annual additions as of the close of the year; and

                           (2)      the denominator of which is the sum of the
                  lesser of the following amounts determined for the year and
                  for all prior limitation years during which the Member was
                  employed by a Plan Sponsor:

                                    (A)      the product of 1.25, multiplied by
                           the dollar limitation in effect under Code Section
                           415(c)(1)(A) for the limitation year (determined
                           without regard to Section 415(c)(6) of the Code); or

                                    (B)      the product of

                                            (i)      1.4, multiplied by

                                            (ii)     the amount which may be
                                    taken into account under Code Section
                                    415(c)(1)(B) (or Code Section 415(c)(7), if
                                    applicable) with respect to the Member for
                                    the limitation year.

                                   SECTION 4

         For purposes of this Appendix B, the term "limitation year" shall mean
a Plan Year unless a Plan Sponsor elects, by adoption of a written resolution,
to use any other twelve-month period adopted in accordance with regulations
issued by the Secretary of the Treasury. For purposes of applying the
limitations set forth in this Appendix B, the term "Plan Sponsor" shall mean a
Plan Sponsor and any other corporations which are members of the same
controlled group of corporations (as described in Section 414(b) of the Code,
as modified by Code Section 415(h)) as is a Plan Sponsor, any other trades or
businesses (whether or not incorporated) under common control (as described in
Code Section 414(c), as modified by Code Section 415(h)) with a Plan Sponsor,
any other corporations, partnerships, or other organizations which are members
of an affiliated service group (as described in Section 414(m) of the Code)
with a Plan Sponsor, and any other entity required to be aggregated with a Plan
Sponsor pursuant to regulations under Code Section 414(o).

                                   SECTION 5

         For purposes of applying the limitations of this Appendix B, all
defined contribution plans maintained or deemed to be maintained by a Plan
Sponsor shall be treated as one defined contribution plan, and all defined
benefit plans now or previously maintained or deemed to be maintained by a Plan
Sponsor shall be treated as one defined benefit plan. In the event any of the
actions to be taken pursuant to Section 6 of this Appendix or pursuant to any
language of similar import in another defined contribution plan are required to
be taken as a result of the annual additions of a Member exceeding the
limitations set forth in Section 1 of this Appendix because



                                      B-2
<PAGE>   48

of the Member's participation in more than one defined contribution plan, the
actions shall be taken first with regard to this Plan.

                                   SECTION 6

         In the event that as a result of either the allocation of forfeitures
to the Account of a Member or a reasonable error in estimating the Member's
Annual Compensation, the annual addition allocated to the Account of a Member
exceeds the limitations set forth in Section 1 of this Appendix B or in the
event that the aggregate contributions made on behalf of a Member under both a
defined benefit plan and a defined contribution plan, subject to the reduction
of allocations in other defined contribution plans required by Section 5 of
this Appendix B, cause the aggregate limitation fraction set forth in Section 3
of this Appendix B to be exceeded, the Plan Administrator shall, in writing,
direct the Trustee to take such of the following actions as the Plan
Administrator shall deem appropriate, specifying in each case the amount or
amounts of contributions involved:

                  (a)      A Member's annual addition shall be reduced by
         distributing to the Member contributions made by the Plan Sponsor on
         behalf of the Member pursuant to Plan Section 3.1 with respect to
         which no contribution is made under Plan Section 3.2 which cause the
         annual addition to exceed such limitations;

                  (b)      If further reduction is necessary, contributions
         made by the Plan Sponsor on behalf of the Member pursuant to Plan
         Section 3.1 and contributions of the Plan Sponsor thereon pursuant to
         Plan Section 3.2 shall be reduced in the amount of the remaining
         excess. The amount of the reduction under Plan Section 3.1 shall be
         distributed to the Member. The amount of the reduction under Plan
         Section 3.2 shall be reallocated to the Matching Accounts of Members
         who are not affected by the limitation in the same proportion as the
         contribution of the Plan Sponsor for the year is allocated under Plan
         Section 4.1 to the Accounts of such Members;

                  (c)      If further reduction is necessary, contributions
         made by the Plan Sponsor on behalf of the Member pursuant to Plan
         Section 3.3 shall be reduced in the amount of the remaining excess.
         The amount of the reduction shall be reallocated to the Accounts of
         Members who are not affected by the limitations in the same proportion
         as the contribution of the Plan Sponsor for the year is allocated
         under Plan Section 4.1 to the Accounts of such Members; and

                  (d)      If further reduction is necessary, forfeitures
         allocated to the Member's Account shall be reduced by the amount of
         the remaining excess. The amount of the reduction shall be reallocated
         to the Company Accounts of Members who are not affected by the
         limitations in the same proportions as the contributions of the Plan
         Sponsor for the year are allocated to the Company Accounts of such
         Members;

                  (e)      If the contribution of the Plan Sponsor and
         forfeitures would cause the annual addition to exceed the limitations
         set forth herein with respect to all Members under the Plan, the
         portion of such contribution in excess of the limitations shall be


                                      B-3
<PAGE>   49


         segregated in a suspense account. While the suspense account is
         maintained, (1) no Plan Sponsor contributions under the Plan shall be
         made which would be precluded by this Appendix B, (2) income, gains
         and loses of the Fund shall not be allocated to such suspense account
         and (3) amounts in the suspense account shall be allocated in the same
         manner as Plan Sponsor contributions and forfeitures under the Plan as
         of each Valuation Date on which Plan Sponsor contributions may be
         allocated until the suspense account is exhausted. In the event of the
         termination of the Plan, the amounts in the suspense account shall be
         returned to the Plan Sponsor to the extent that such amounts may not
         then be allocated to the Members' Accounts.


                                      B-4
<PAGE>   50


                                   APPENDIX C
                              TOP-HEAVY PROVISIONS

                                   SECTION 1

As used in this Appendix, the following words shall have the following
meanings:

         (a)      "Determination Date" means, with respect to any Plan Year,
the last day of the preceding Plan Year, or, in the case of the first Plan
Year, means the last day of the first Plan Year.

         (b)      "Key Employee" means an Employee or former Employee
(including a Beneficiary of a Key Employee or former Key Employee) who at any
time during the Plan Year containing the Determination Date or any of the four
(4) preceding Plan Years is:

                  (1)      An officer of the Plan Sponsor or any Affiliate
                           whose Annual Compensation was greater than fifty
         percent (50%) of the amount in effect under Code Section 415(b)(1)(A)
         for the calendar year in which the Plan year ends, where the term
         "officer" means an administrative executive in regular and continuous
         service to the Plan Sponsor or Affiliate; provided, however, than in
         no event shall the number of officers exceed the lesser of Clause (A)
         or (B) of this subparagraph (1); where:

                           (A)      equals fifty (50) Employees; and

                           (B)      equals the greater of (i) three (3)
                  Employees or (ii) ten percent (10%) of the number of
                  Employees during the Plan Year, with any non-integer being
                  increased to the next largest integer.

                  (2)      One of the ten (10) Employees owning both (A) more
         than one-half percent (1/2%) of the outstanding stock of the Plan
         Sponsor or an Affiliate, more than one-half percent (1/2%) of the
         total combined voting power of all stock of the Plan Sponsor or an
         Affiliate, or more than one-half percent (1/2%) of the capital or
         profits interest in the Plan Sponsor or an Affiliate, and (B) the
         largest percentage ownership interests in the Plan Sponsor or any of
         its Affiliates, and whose Annual Compensation is equal to or greater
         than the amount in effect under Section 1(a) of Appendix B to the Plan
         for the calendar year in which the Determination Date falls; or

                  (3)      An owner of more than five percent (5%) of the
         outstanding stock of the Plan Sponsor or an Affiliate or more than
         five percent (5%) of the total combined voting power of all stock of
         the Plan Sponsor or an Affiliate; or

                  (4)      An owner of more than one percent (1%) of the
         outstanding stock of the Plan Sponsor or an Affiliate or more than one
         percent (1%) of the total



                                      C-1
<PAGE>   51


         combined voting power of all stock of the Plan Sponsor or an
         Affiliate, and who in such Plan Year had Annual Compensation from the
         Plan Sponsor and all of its Affiliates of more than $150,000.

Employees other than Key Employees are sometimes referred to in this Appendix
as "non-key employees."

         (c)      "Required Aggregation Group" means:

                  (1)      each plan of the Plan Sponsor and its Affiliates
         which qualifies under Code Section 401(a) in which a Key Employee is a
         participant, and

                  (2)      each other plan of the Plan Sponsor and its
         Affiliates which qualifies under Code Section 401 (a) and which
         enables any plan described in Subsection (a) of this Section to meet
         the requirements of Section 401(a)(4) or 410 of the Code.

         (d)      (1)      "Top-Heavy" means:

                           (A)      if the Plan is not included in a Required
                  Aggregation Group, the Plan's condition in a Plan Year for
                  which, as of the Determination Date:

                                    (i)      the present value of the
                           cumulative Accrued Benefits under the Plan for all
                           Key Employees exceeds 60 percent of the present
                           value of the cumulative Accrued Benefits under the
                           Plan for all Members; and

                                    (ii)     the Plan, when included in every
                           potential combination, if any, with any or all of:

                                             (I)  any Required Aggregation
                                    Group, and

                                             (II) any plan of the Plan Sponsor
                                    which is not part of any Required
                                    Aggregation Group and which qualifies under
                                    Code Section 401 (a)

                           is part of a Top-Heavy Group (as defined in
                           Paragraph (2) of this Subsection); and

                           (B)      if the Plan is included in a Required
                  Aggregation Group, the Plan's condition in a Plan Year for
                  which, as of the Determination Date:

                                    (i)      the Required Aggregation Group is
                           a Top-Heavy Group (as defined in Paragraph (2) of
                           this Subsection); and


                                      C-2
<PAGE>   52


                                    (ii)     the Required Aggregation Group,
                           when included in every potential combination, if
                           any, with any or all of the plans of the Plan
                           Sponsor and its Affiliates which are not part of the
                           Required Aggregation Group and which qualify under
                           Code Section 401(a), is part of a Top-Heavy Group
                           (as defined in Paragraph (2) of this Subsection).

                           (C)      For purposes of Subparagraphs (A)(ii) and
                  (B)(ii) of this Paragraph (1), any combination of plans must
                  satisfy the requirements of Sections 401(a)(4) and 410 of the
                  Code.

                  (2)      A group shall be deemed to be a Top-Heavy Group if:

                           (A)      the sum, as of the Determination Date, of
                  the present value of the cumulative accrued benefits for all
                  Key Employees under all plans included in such group exceeds

                           (B)      60 percent of a similar sum determined for
                  all participants in such plans.

                  (3)      (A)      For purposes of this Section, the present
                           value of the accrued benefit for any participant in
                           a defined contribution plan as of any Determination
                           Date or last day of a plan year shall be the sum of:

                                    (i)      as to any defined contribution
                           plan other than a simplified employee pension, the
                           account balance as of the most recent valuation date
                           occurring within the plan year ending on the
                           Determination Date or last day of a plan year, and

                                    (ii)     as to any simplified employee
                           pension, the aggregate employer contributions, and

                                    (iii)    an adjustment for contributions
                           due as of the Determination Date or last day of a
                           plan year.

                           In the case of a plan that is not subject to the
                  minimum funding requirements of Code Section 412, the
                  adjustment in Clause (iii) of this Subparagraph (A) shall be
                  the amount of any contributions actually made after the
                  valuation date but on or before the Determination Date or
                  last day of the plan year to the extent not included under
                  Clause (i) or (ii) of this Subparagraph (A); provided,
                  however, that in the first plan year of the plan, the
                  adjustment in Clause (iii) of this Subparagraph (A) shall
                  also reflect the amount of any contributions made thereafter
                  that are allocated as of a date in such first plan year. In
                  the case of a plan that is subject to the minimum funding
                  requirements, the account balance in Clause (i) and


                                      C-3
<PAGE>   53


                  the aggregate contributions in Clause (ii) of this
                  Subparagraph (A) shall include contributions that would be
                  allocated as of a date not later than the Determination Date
                  or last day of a plan year, even though those amounts are not
                  yet required to be contributed, and the adjustment in Clause
                  (iii) of this Subparagraph (A) shall be the amount of any
                  contribution actually made (or due to be made) after the
                  valuation date but before the expiration of the extended
                  payment period in Code Section 412(c)(10) to the extent not
                  included under Clause (i) or (ii) of this Subparagraph (A).

                           (B)      For purposes of this Subsection, the
                  present value of the accrued benefit for any participant in a
                  defined benefit plan as of any Determination Date or last day
                  of a plan year must be determined as of the most recent
                  valuation date which is within a 12-month period ending on
                  the Determination Date or last day of a plan year as if such
                  participant terminated as of such valuation date; provided,
                  however, that in the first plan year of a plan, the present
                  value of the accrued benefit for a current participant must
                  be determined either (i) as if the participant terminated
                  service as of the Determination Date or last day of a plan
                  year or (ii) as if the participant terminated service as of
                  such valuation date, but taking into account the estimated
                  accrued benefit as of the Determination Date or last day of a
                  plan year. For purposes of this Subparagraph (B), the
                  valuation date must be the same valuation date used for
                  computing plan costs for minimum funding, regardless of
                  whether a valuation is performed that year. The actuarial
                  assumptions utilized in calculating the present value of the
                  accrued benefit for any participant in a defined benefit plan
                  for purposes of this Subparagraph (B) shall be established by
                  the Plan Administrator after consultation with the actuary
                  for the plan, and shall be reasonable in the aggregate and
                  shall comport with the requirements set forth by the Internal
                  Revenue Service in Q&A T-26 and T-27 of Regulation Section
                  1.416-1; provided that, the accrued benefit for any
                  participant (other than a Key Employee) in a defined benefit
                  plan shall be determined in accordance with Code Section
                  416(g)(4)(F).

                           (C)      For purposes of determining the present
                  value of the cumulative accrued benefit under a plan for any
                  participant in accordance with this Subsection, the present
                  value shall be increased by the aggregate distributions made
                  with respect to the participant (including distributions paid
                  on account of death to the extent they do not exceed the
                  present value of the cumulative accrued benefit existing
                  immediately prior to death) under each plan being considered,
                  and under any terminated plan which if it had not been
                  terminated would have been in a Required Aggregation Group
                  with the Plan, during the 5-year period ending on the
                  Determination Date or last day of the plan year that falls
                  within the calendar year in which the Determination Date
                  falls.


                                      C-4
<PAGE>   54


                           (D)      For purposes of this Paragraph (3),
                  participant contributions which are deductible as "qualified
                  retirement contributions" within the meaning of Code Section
                  219 or any successor, as adjusted to reflect income, gains,
                  losses, and other credits or charges attributable thereto,
                  shall not be considered to be part of the accrued benefits
                  under any plan.

                           (E)      For purposes of this Paragraph (3), if any
                  employee is not a Key Employee with respect to any plan for
                  any plan year, but such employee was a Key Employee with
                  respect to such plan for any prior plan year, any accrued
                  benefit for such employee shall not be taken into account.

                           (F)      For purposes of this Paragraph (3), if any
                  employee has not performed any service for any Plan Sponsor
                  or Affiliate maintaining the plan during the five-year period
                  ending on the Determination Date, any accrued benefit for
                  that employee shall not be taken into account.

                           (G)      (i)      In the case of an "unrelated
                           rollover" (as defined below) between plans which
                           qualify under Code Section 401(a), (a) the plan
                           providing the distribution shall count the
                           distribution as a distribution under Subparagraph
                           (C) of this Paragraph (3), and (b) the plan
                           accepting the distribution shall not consider the
                           distribution part of the accrued benefit under this
                           Section; and

                                    (ii)     in the case of a "related
                           rollover" (as defined below) between plans which
                           qualify under Code Section 401(a), (a) the plan
                           providing the distribution shall not count the
                           distribution as a distribution under Subparagraph
                           (C) of this Paragraph (3), and (b) the plan
                           accepting the distribution shall consider the
                           distribution part of the accrued benefit under this
                           Section.

For purposes of this Subparagraph (G), an "unrelated rollover" is a rollover as
defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan transfer which
is both initiated by the participant and made from a plan maintained by one
employer to a plan maintained by another employer where the employers are not
Affiliates. For purposes of this Subparagraph (G), a "related rollover" is a
rollover as defined in Code Section 402(c)(4) or 408(d)(3) or a plan-to-plan
transfer which is either not initiated by the participant or made to a plan
maintained by the employer or an Affiliate.

                                   SECTION 2

                  (a)      Notwithstanding anything contained in the Plan to
         the contrary, except as otherwise provided in Subsection (b) of this
         Section, in any Plan Year during which the Plan is Top-Heavy,
         allocations of Plan Sponsor contributions and forfeitures for the Plan
         Year for the Account of each Member who is not a Key Employee and who
         has not separated from service with the Plan Sponsor prior to the end
         of the Plan Year shall not


                                      C-5
<PAGE>   55


         be less than three percent (3%) of the Member's Annual Compensation.
         The Plan Sponsor shall make such allocations to each Member who is not
         a Key Employee regardless of whether such Member has declined to make
         a contribution to the Plan. For purposes of this Subsection (a), an
         allocation to a Member's Account resulting from any Plan Sponsor
         contribution attributable to a salary reduction or similar arrangement
         shall not be taken into account.

                  (b)      The percentage referred to in Subsection (a) of this
         Section for any Plan Year shall not exceed the percentage at which
         allocations are made or required to be made under the Plan for the
         Plan Year for the Key Employee for whom the percentage is highest for
         the Plan Year. The Plan operator shall make such allocations to each
         member who is not a key Employee regardless of whether such member has
         declined to make a contribution to the Plan.

                           (1)      For purposes of this Subsection (b), all
                  defined contribution plans which are members of a Required
                  Aggregation Group shall be treated as part of the Plan.

                           (2)      This Subsection (b) shall not apply to any
                  plan which is a member of a Required Aggregation Group if the
                  plan enables a defined benefit plan which is a member of the
                  Required Aggregation Group to meet the requirements of Code
                  Section 401(a)(4) or 410.

                           (3)      If the Plan Sponsor maintains a defined
                  benefit plan which is qualified under Code Section 401(a) and
                  which would be Top-Heavy within the meaning of the Plan for
                  its plan year ending within or coincident with the Plan Year,
                  no allocation shall be made pursuant to Subsection (a) of
                  this Section on behalf of any Member who participates in the
                  defined benefit plan and acquires a year of service within
                  the meaning of paragraphs (4), (5) and (6) of Code Section
                  411(a) under the defined benefit plan for the plan year, if
                  the defined benefit plan provides generally that the accrued
                  benefit of the member when expressed as an annual retirement
                  benefit shall not, when expressed as a percentage of the
                  Member's compensation, be less than the lesser of (A) 2
                  percent multiplied by the number of such years of service in
                  plan years during which such plan was Top-Heavy, or (B) 20
                  percent.

                                   SECTION 3

         Effective until December 31, 1999, in any limitation year (as defined
in Section 4 of Appendix B to the Plan) which contains any portion of a Plan
Year in which the Plan is Top-Heavy, the number "1.0" shall be substituted for
the number "1.25" in Section 3 of Appendix B to the Plan.


                                      C-6
<PAGE>   56


                                   APPENDIX D
                                 SPECIAL RULES

                                   SECTION 1
                                  DEFINITIONS

         (a)      "CompMed Employee" means an individual who was an Employee of
CompMed, Inc. immediately before January 1, 1994.

         (b)      "CompMed Plan" means the CompMed, Inc. 401(k) Savings Plan.

         (c)      "Gottlieb Plan" means the GFS 401(k) Savings Plan.

         (d)      "MMNE Plan" means the Medical Management of New England, Inc.
401(k) Salary Savings Retirement Plan.

                                   SECTION 2
                      SPECIAL RULES FOR GOTTLIEB EMPLOYEES

         (a)      Any Member who was a participant in the Gottlieb Plan
immediately before January 1, 1994 shall have the same number of Years of
Service under the Plan as he had under the Gottlieb Plan. In addition, for the
Plan Year beginning January 1, 1994, any such Member shall be given credit for
the greater of the period of Service he would have received under the terms of
the Gottlieb Plan or the period of Service he would receive as a participant in
the Plan. For the Plan Year beginning January 1, 1995, and for all subsequent
years, the Years of Service for any such Member will be credited in accordance
with the terms of the Plan.

         (b)      For any Member who was a participant in the Gottlieb Plan
immediately before January 1, 1994, "Normal Retirement Age" means age 59 1/2.

                                   SECTION 3
                      SPECIAL RULES FOR COMPMED EMPLOYEES

         (a)      Any Member who was a participant in the CompMed Plan
immediately before January 1, 1994 shall have the same number of Years of
Service under the Plan as he had under the CompMed Plan. In addition, for the
Plan Year beginning January 1, 1994, any such Member shall be given credit for
the greater of the period of Service he would have received under the terms of
the CompMed Plan or the period of Service he would receive as a participant in
the Plan. For the Plan Year beginning January 1, 1995, and for all subsequent
years, the Years of Service for any such Member will be credited in accordance
with the terms of the Plan.

         (b)      For any CompMed Employee, "Eligibility Service" shall be as
defined in the CompMed Plan.


                                      D-1
<PAGE>   57


                                   SECTION 4
                        SPECIAL RULES FOR MMNE EMPLOYEES

         (a)      Any Member who was a participant in the MMNE Plan immediately
before January 1, 1994 shall have the same number of Years of Service under the
Plan as he had under the MMNE Plan. In addition, for the Plan Year beginning
January 1, 1994, any such Member shall be given credit for the greater of the
period of Service he would have received under the terms of the MMNE Plan or
the period of Service he would receive as a participant in the Plan. For the
Plan Year beginning January 1, 1995, and for all subsequent years, the Years of
Service for any such Member will be credited in accordance with the terms of
the Plan.

         (b)      Any Member who was a participant in the MMNE Plan immediately
before January 1, 1994 shall be 25% vested after the completion of one Year of
Service.

         (c)      For any Member who was a participant in the MMNE Plan
immediately before January 1, 1994 and who completes 2 Years of Service, such
Member may request a withdrawal of any vested amounts from his Matching Account
by submitting such request to the Plan Administrator according to normal
administrative procedures. Upon receipt of such request, the Plan Administrator
will provide for such distribution at a reasonable time and in a reasonable
manner.


                                      D-2