<PAGE>   1
                                                                     EXHIBIT 4.1












                  INTERNATIONAL HOME FOODS 401(k) SAVINGS PLAN





                            as amended and restated
                           effective January 1, 1997





<PAGE>   2
                                    PREAMBLE

The purpose of this Plan and Trust is to provide, in accordance with its
provisions, a defined  contribution plan providing retirement and other related
benefits for those Employees of the Employer who are eligible to participate
hereunder.  This document is a complete amendment and restatement of the
International Home Foods 401(k) Savings Plan, which was originally effective
as of November 1, 1996.

It  is  intended  that  the  Plan qualify for approval under Sections 401 and
410 through 417 of the Internal Revenue Code.  It is intended that the Trust
qualify for approval under Section 501 of  the Code.  It is further intended
that the Plan comply with the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).  In case of any ambiguity in the Plan's language,
it will be interpreted to accomplish the Plan's intent of qualifying under the
Code and complying with ERISA.

This Plan and Trust is exclusively for the benefit of the eligible Employees
and their Beneficiaries.  Neither the Employer, the Plan Administrator nor the
Trustee will apply or interpret the terms of the Plan in any manner that
permits  discrimination  in  favor  of  Highly  Compensated Employees.  All
Employees under similar circumstances will be treated alike.

The undersigned Employer and Trustee hereby adopt this restatement of the
International Home Foods 401(k) Savings Plan to be effective as of January 1,
1997.





<PAGE>   3
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                      PAGE NO.
                                                                      --------
<S>                                                                   <C>
ARTICLE 1  - DEFINITIONS                                                1-1  
                                                                             
ARTICLE 2  - PARTICIPATION                                              2-1  
                                                                             
ARTICLE 3  - PARTICIPANT ACCOUNTS                                       3-1  
                                                                             
ARTICLE 4  - ACCOUNTING AND VALUATION                                   4-1  
                                                                             
ARTICLE 5  - RETIREMENT BENEFITS                                        5-1  
                                                                             
ARTICLE 6  - DEATH BENEFIT                                              6-1  
                                                                             
ARTICLE 7  - LIMITATIONS ON BENEFITS                                    7-1  
                                                                             
ARTICLE 8  - MISCELLANEOUS                                              8-1  
                                                                             
ARTICLE 9  - ADMINISTRATION                                             9-1  
                                                                             
ARTICLE 10 - AMENDMENT OR TERMINATION OF PLAN                          10-1  
                                                                             
ARTICLE 11 - TRUSTEE AND TRUST FUND                                    11-1  
                                                                             
ARTICLE 12 - PROVISIONS RELATING TO EMPLOYER STOCK                     12-1  
</TABLE>





<PAGE>   4
                                   ARTICLE 1

                                  DEFINITIONS

As used in this document, unless otherwise defined or required by the context,
the following terms have the meanings set forth in this Article 1.  Some of the
terms used in this document are not defined in Article 1, but for convenience
are defined as they are introduced in the text.

1.01     Account

         Account means a separate account maintained for each Participant
         reflecting applicable contributions, applicable forfeitures,
         investment income (loss) allocated to the account and distributions.

1.02     Accounting Date, Valuation Date

         The term Accounting Date means the last day of each Accounting Period
         and any other days within the Accounting Period upon which, consistent
         with established methods and guidelines, the Plan Administrator
         applies the accounting procedures specified in Section 4.02.  The term
         Valuation Date, unless otherwise specified, means any business day on
         which the New York Stock Exchange is open.

1.03     Accounting Period

         Accounting Period means each of the 3-month periods which end on March
         31st, June 30th, September 30th and December 31st.

1.04     Accrued Benefit

         A Participant's Accrued Benefit means the total value of his Accounts
         as of a given date.  A Participant's Accrued Benefit will not be
         reduced solely on account of an amendment to the Plan.

         A Participant's Vested Accrued Benefit is equal to his Vested
         Percentage of that portion of his Accrued Benefit which is subject to
         the Vesting Schedule plus 100% of the remaining portion of his Accrued
         Benefit.

1.05     Beneficiary

         Beneficiary means the person, persons, trust or other entity who is
         designated to receive any amount payable upon the death of a
         Participant.

1.06     Cash-Out Distribution

         Cash-Out Distribution means, as described in Article 5, a distribution
         to a Participant upon termination of employment of his Vested Accrued
         Benefit.

1.07     Code and ERISA

         Code means the Internal Revenue Code of 1986, as it may be amended
         from time to time, and all regulations issued thereunder.  Reference
         to a section of the Code includes that section and any comparable
         section or sections of any future legislation that amends, supplements
         or supersedes such section and any regulations issued thereunder.





<PAGE>   5
         ERISA means Public Law No. 93-406, the Employee Retirement Income
         Security Act of 1974, as it may be amended from time to time, and all
         regulations issued thereunder.  Reference to a section of ERISA
         includes that section and any comparable section or sections of any
         future legislation that amends, supplements or supersedes such section
         and any regulations issued thereunder.

1.08     Compensation

         Unless otherwise specifically provided in this Plan, Compensation
         means a Participant's regular or base salary or wages, plus overtime
         pay and sales bonuses paid prior to severance from service, received
         during the applicable period by the Employee from the Employer.

         Compensation includes any amounts contributed by the Employer or any
         Related Employer on behalf of any Employee pursuant to a salary
         reduction agreement which are not includable in the gross income of
         the Employee due to Code Section 125, 402(e)(3), 402(h), 402(k) or
         403(b).

         Compensation does not include amounts classified by the Employer as
         Severance Pay.

         Notwithstanding the foregoing, for all purposes under this Plan,
         Compensation in excess of the Statutory Compensation Limit will be
         disregarded.

         Statutory Compensation Limit means $150,000, as adjusted in accordance
         with Code Section 401(a)(17)(B).

1.09     Effective Date

         The Effective Date of the Plan is November 1, 1996.

         Except as specified elsewhere in this document, the effective date of
         this restatement of the Plan is January 1, 1997.

1.10     Eligible Employee Classification

         An Eligible Employee Classification is a classification of Employees,
         the members of which are eligible to participate in the Plan.  The
         Plan covers all employee classifications except college interns,
         part-time, temporary and seasonal employees who have not completed One
         Year of Eligibility Service, Leased Employees, and Employees whose
         benefits are governed by a collective bargaining agreement.

1.11     Reserved

1.12     Employee

         (a)     In General

                 An Employee is any person who is employed by the Employer or a
                 Participating Employer.





                                     1-6
<PAGE>   6
         (b)     Leased Employee

                 A Leased Employee means any person who, pursuant to an
                 agreement between the Employer or any Related Employer
                 ("Recipient Employer") and any other person ("leasing
                 organization"), has performed services for the Recipient
                 Employer on a substantially full-time basis for a period of at
                 least one year and such services are performed under the
                 primary direction or control of the Recipient Employer.

                 Any Leased Employee will be treated as an Employee of the
                 Recipient Employer; however, contributions or benefits
                 provided by the leasing organization which are attributable to
                 the services performed for the Recipient Employer will be
                 treated as provided by the Recipient Employer.  If all Leased
                 Employees constitute less than 20% of the Employer's
                 non-highly-compensated work force within the meaning of Code
                 Section 414(n)(1)(C)(ii), then the preceding sentence will not
                 apply to any Leased Employee if such Employee is covered by a
                 money purchase pension plan ("Safe Harbor Plan") which
                 provides: (1) a nonintegrated employer contribution rate of at
                 least 10% of compensation, (2) immediate participation, and
                 (3) full and immediate vesting.

                 Years of Service for purposes of eligibility to participate in
                 the Plan and Years of Service for purposes of determining a
                 Participant's Vested Percentage include service by an Employee
                 as a Leased Employee.

1.13     Employer

         The Employer and Plan Sponsor is International Home Foods, Inc.  A
         Participating Employer is any organization which has adopted this Plan
         and Trust in accordance with Section 8.07.

         The term Predecessor Employer means any prior employer to which the
         Employer is the successor, including any Predecessor Employer for
         which the Employer maintains the obligations of a Predecessor Plan
         established by the Predecessor Employer.  American Home Products
         Corporation is a Predecessor Employer.

1.14     Employment Commencement Date

         The date an Employee first performs an Hour of Service for the
         Employer is his Employment Commencement Date.

1.15     Entry Date

         Entry Date means the date upon which the eligibility requirements of
         Article 2 are met.

1.16     Fiscal Year

         Fiscal Year means the taxable year of the Plan Sponsor.  The Fiscal
         Year of the Plan Sponsor is the 12 month period beginning January 1
         and ending December 31.

1.17     Forfeiture

         The term Forfeiture refers to that portion, if any, of a Participant's
         Accrued Benefit which is in excess of his Vested Accrued Benefit
         following the termination of the Participant's employment.





                                     1-7
<PAGE>   7
         A Forfeiture is considered to occur as of the earlier of (a) the date
         of the occurrence of the fifth of 5 consecutive One Year
         Breaks-in-Service or (b) the date a Cash-Out Distribution occurs in
         accordance with the provisions of Article 5.

1.18     Highly Compensated Definitions

         (a)     Compensation
                 For purposes of this Section, Compensation means Aggregate
                 Compensation as defined in Section 7.03(a) plus (for Plan
                 Years beginning prior to January 1, 1998) amounts contributed
                 by the Employer pursuant to a salary reduction agreement which
                 are excludable from the gross income of the Employee under
                 Code Section 125, 402(e)(3), 402(h), 402(k) or 403(b).
                 Compensation in excess of the Statutory Compensation Limit
                 will be disregarded.

         (b)     Determination Year
                 Determination Year means the Plan Year for which the
                 determination of who is Highly Compensated is being made.

         (c)     Reserved

         (d)     Highly Compensated Employee
                 Highly Compensated Employee means any individual who is a
                 Highly Compensated Active Employee or a Highly Compensated
                 Former Employee within the meaning of Code Section 414(q) and
                 the regulations thereunder.

         (e)     Highly Compensated Active Employee 
                 Highly Compensated Active Employee means any individual who:

                 (1)      During the Determination Year or the Lookback Year
                          was at any time a 5-percent Owner (within the meaning
                          of Code Section 416(i)) of the Employer or any
                          Related Employer; or

                 (2)      During the Lookback Year (i) received Compensation
                          from the Employer and all Related Employers in excess
                          of $80,000 (or any greater amount determined by
                          regulations issued by the Secretary of the Treasury
                          under Code Section 415(d)); and (ii), if the Plan
                          Sponsor elects the application of this clause for
                          such Lookback Year, was in the Top-paid Group for
                          such Lookback Year.

         (f)     Highly Compensated Former Employee
                 Highly Compensated Former Employee means any Former Employee
                 who had a Separation Year (within the meaning of Treasury
                 Regulation Section 1.414(q)-1T Q&A-5) and was a Highly
                 Compensated Active Employee for either the Separation Year or
                 any Determination Year ending on or after the Employee's 55th
                 birthday.





                                     1-8
<PAGE>   8
         (g)     Highly Compensated Group
                 Highly Compensated Group means all Highly Compensated
                 Employees.

         (h)     Lookback Year
                 Lookback Year means the 12-month period immediately preceding
                 the Determination Year.

         (i)     Non-Highly Compensated Employee
                 Non-Highly Compensated Employee means an Employee who is not a
                 Highly Compensated Employee.

         (j)     Non-Highly Compensated Group
                 Non-Highly Compensated Group means all Non-Highly Compensated
                 Employees.

         (k)     Top-Paid Group
                 Top-Paid Group means those individuals who are among the top
                 20 percent of Employees of the Employer and all Related
                 Employers when ranked on the basis of Compensation received
                 during the year.  In determining the number of individuals in
                 the Top-Paid Group (but not the identity of those
                 individuals), the following individuals may be excluded:

                 (1)      Employees who have not completed 6 months of Service
                          by the end of the year.  For this purpose, an
                          Employee who has completed One Hour of Service in any
                          calendar month will be credited with one month of
                          Service;

                 (2)      Employees who normally work fewer than 17  1/2 hours
                          per week;

                 (3)      Employees who normally work fewer than 6 months
                          during any year.  For this purpose, an Employee who
                          has worked on one day of a month is treated as having
                          worked for the whole month;

                 (4)      Employees who have not reached age 21 by the end of
                          the year:

                 (5)      Nonresident aliens who received no earned income
                          (which constitutes income from sources within the
                          United States) within the year from the Employer or
                          any Related Employer; and

                 (6)      Employees covered by a collective bargaining
                          agreement negotiated in good faith between the
                          employee representatives and the Employer or a group
                          of employers of which the Employer is a member if (i)
                          90% or more of all employees of the Employer and all
                          Related Employers are covered by collective
                          bargaining agreements, and (ii) this Plan covers only
                          Employees who are not covered under a collective
                          bargaining agreement.

1.19     Hour of Service
         An Hour of Service means:





                                     1-9
<PAGE>   9
         (a)     Each hour for which an Employee is paid, or entitled to
                 payment, for the performance of duties for the Employer.
                 These hours will be credited to the Employee for the
                 computation period in which the duties are performed;

         (b)     Each hour for which an Employee is paid, or entitled to
                 payment, by the Employer 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.  No more than
                 501 Hours of Service will be credited under this paragraph for
                 any 12-month period.  Hours under this paragraph will be
                 calculated and credited pursuant to Section 2530.200b-2 of the
                 Department of Labor Regulations which are incorporated herein
                 by this reference; and

         (c)     Each hour for which back pay, irrespective of mitigation of
                 damages, is either awarded or agreed to by the Employer.  The
                 same Hours of Service will not be credited both under
                 paragraphs (a) or (b), as the case may be, and under this
                 paragraph (c).  These hours will be credited to the Employee
                 for the computation period or periods to which the award or
                 agreement pertains rather than the computation period in which
                 the award, agreement or payment is made.

         Hours of Service for all Employees will be determined on the basis of
         actual hours for which an Employee is paid or is entitled to payment.
         Hours of Service will be credited for employment with any Related
         Employer or any Predecessor Employer.  Hours of Service will be
         credited for any individual considered an employee under Code Section
         414(n) or 414(o) and the regulations thereunder.

         Solely for purposes of determining whether a One Year Break-in-Service
         has occurred, a Participant who is absent from work on an authorized
         Leave of Absence or by reason of the Participant's pregnancy, birth of
         the Participant's child, placement of a child with the Participant in
         connection with the adoption of such child, or for the purpose of
         caring for such child for a period immediately following such birth or
         placement, will receive credit for the Hours of Service which
         otherwise would have been credited to the Participant but for such
         absence.  The Hours of Service credited under this paragraph will be
         credited in the Plan Year in which the absence begins if such
         crediting is necessary to prevent a One Year Break-in-Service in such
         Plan Year; otherwise, such Hours of Service will be credited in the
         following Plan Year.  The Hours of Service credited under this
         paragraph are those which would normally have been credited but for
         such absence; in any case in which the Plan Administrator is unable to
         determine such hours normally credited, 8 Hours of Service per day
         will be credited.  No more than 501 Hours of Service will be credited
         under this paragraph for any 12-month period.  The Date of Severance
         is the second anniversary of the date on which the absence begins.
         The period between the initial date of absence and the first
         anniversary of the initial date of absence is deemed to be a period of
         Service.  The period between the first and second anniversaries of the
         initial date of absence is neither a period of service nor a period of
         severance.





                                     1-10
<PAGE>   10
1.20     Investment Fund
         An Investment Fund means any portion of the assets of the Trust Fund
         which the Plan Administrator designates as an Investment Fund and for
         which the Plan Administrator maintains a set of accounts separate from
         the remaining assets of the Trust Fund.

         (a)     Specific Investment Fund means an Investment Fund which is
                 designated as a Specific Investment Fund by the Plan
                 Administrator in a manner and form acceptable to the Trustee.

         (b)     General Investment Fund means all assets of the Trust Fund
                 excluding the assets of any Specific Investment Funds.

1.21     Leave of Absence
         An authorized Leave of Absence means a period of time of one year or
         less granted to an Employee by the Employer due to illness, injury,
         temporary reduction in work force, or other appropriate cause or due
         to military service during which the Employee's reemployment rights
         are protected by law, provided the Employee returns to the service of
         the Employer on or before the expiration of such leave, or in the case
         of military service, within the time his reemployment rights are so
         protected or within 60 days of his discharge from military service if
         no federal law is applicable.  All authorized Leaves of Absence are
         granted or denied by the Employer in a uniform and nondiscriminatory
         manner, treating Employees in similar circumstances in a like manner.

         If the Participant does not return to active service with the Employer
         on or prior to the expiration of his authorized Leave of Absence he
         will be considered to have had a Date of Severance as of the earlier
         of the date on which his authorized Leave of Absence expired, the
         first anniversary of the last date he worked at least one hour as an
         Active Participant, or the date on which he resigned or was
         discharged.

1.22     Reserved

1.23     Normal Retirement Age
         A Participant's Normal Retirement Age is age 65.

1.24     Normal Retirement Date
         A Participant's Normal Retirement Date is the date on which the
         Participant attains Normal Retirement Age.

1.25     One Year Break-in-Service
         One Year Break-in-Service is defined in Section 1.42(a).

1.26     Participant
         The term Participant means an Employee or former Employee who is
         eligible to participate in this Plan and who is or who may become
         eligible to receive a benefit of any type from this Plan or whose
         Beneficiary may be eligible to receive any such benefit.

         (a)     Active Participant means a Participant who is currently an
                 Employee in an Eligible Employee Classification.





                                     1-11
<PAGE>   11
         (b)     Disabled Participant means a Participant who has terminated
                 his employment with the Employer due to his Disability and who
                 is receiving or is entitled to receive benefits from the Plan.

         (c)     Retired Participant means a Participant who has terminated his
                 employment with the Employer after meeting the requirements
                 for his Normal Retirement Date and who is receiving or is
                 entitled to receive benefits from the Plan.

         (d)     Vested Terminated Participant means a Participant who has
                 terminated his employment with the Employer and who has a
                 nonforfeitable right to all or a portion of his or her Accrued
                 Benefit and who has not received a distribution of the value
                 of his or her Vested Accrued Benefit.

         (e)     Inactive Participant means a Participant who has (i)
                 interrupted his status as an Active Participant without
                 becoming a Disabled, Retired or Vested Terminated Participant
                 and (ii) has a non-forfeitable right to all or a portion of
                 his Accrued Benefit and has not received a complete
                 distribution of his benefit.

         (f)     Former Participant means a Participant who has terminated his
                 employment with the Employer and who currently has no
                 nonforfeitable right to any portion of his or her Accrued
                 Benefit.

1.27     Payroll Withholding Agreement
         If a written Payroll Withholding Agreement is required pursuant to the
         provisions of Article 3, then each Participant who elects to
         participate in the Plan will file such agreement on or before the
         first day of the payroll period for which the agreement is applicable
         (or at some other time as specified by the Plan Administrator).  Such
         agreement will be effective for each payroll period thereafter until
         modified or amended.

         The terms of such agreement will provide that the Participant agrees
         to have the Employer withhold, each payroll period, any whole
         percentage of his Compensation (or such other amount as allowed by the
         Plan Administrator under rules applied on a uniform and
         nondiscriminatory basis), not to exceed the limitations of Article 7.
         In consideration of such agreement, the Employer periodically will
         make a contribution to the Participant's proper Account(s) in an
         amount equal to the total amount by which the Participant's
         Compensation from the Employer was reduced during applicable payroll
         periods pursuant to the Payroll Withholding Agreement.

         Notwithstanding the above, Payroll Withholding Agreements will be
         governed by the following general guidelines:

         (a)     A Payroll Withholding Agreement will apply to each payroll
                 period during which an effective agreement is on file with the
                 Employer.  Upon termination of employment, such agreement will
                 become void.





                                     1-12
<PAGE>   12
         (b)     The Plan Administrator will establish and apply guidelines
                 concerning the frequency and timing of amendments or changes
                 to Payroll Withholding Agreements.  Notwithstanding the
                 foregoing, a Participant may revoke his Payroll Withholding
                 Agreement at any time and discontinue all future withholding.

         (c)     The Plan Administrator may amend or revoke its Payroll
                 Withholding Agreement with any Participant at any time, if the
                 Employer determines that such revocation or amendment is
                 necessary to insure that a Participant's Annual Additions for
                 any Plan Year will not exceed the limitations of Article 7 or
                 to insure that the requirements of Sections 401(k) and 401(m)
                 of the Code have been satisfied with respect to the amount
                 which may be withheld and contributed on behalf of the Highly
                 Compensated Group.

         (d)     Except as provided above, a Payroll Withholding Agreement may
                 not be revoked or amended by the Participant or the Employer.

         (e)     A Payroll Withholding Agreement which a Participant entered
                 into with American Home  Products Corporation or an affiliate
                 shall be deemed to have been entered into with the Employer or
                 a Participating Employer.

1.28     Plan, Plan and Trust, Trust
         The terms Plan, Plan and Trust and Trust mean International Home Foods
         401(k) Savings Plan.  The Plan Identification Number is 001.  The Plan
         is a profit sharing plan.

         The term Predecessor Plan means any qualified plan previously
         established and maintained by the Employer and to which this Plan is
         the successor.

1.29     Plan Administrator
         The Plan Administrator is International Home Foods, Inc., unless
         otherwise designated by the Employer pursuant to Section 9.01.

1.30     Plan Year
         The Plan Year is the 12 month period beginning January 1 and ending
         December 31.  The Limitation Year coincides with the Plan Year.

1.31     Reserved

1.32     Qualified Election
         Qualified Election means the designation of a specific Beneficiary
         other than the Participant's Surviving Spouse.  Such Qualified
         Election must be in writing and must be consented to by the
         Participant's spouse.  The spouse's written consent to a Qualified
         Election must be witnessed by a representative of the Plan
         Administrator or a notary public. Such consent will not be required if
         the Participant establishes to the satisfaction of the Plan
         Administrator that such written consent may not be obtained because
         there is no spouse, the spouse cannot be located or other
         circumstances that may be prescribed by Treasury Regulations.  Any
         consent necessary under this provision will be valid only with respect
         to the spouse who signs the





                                     1-13
<PAGE>   13
         consent (or in the event of a deemed Qualified Election, the
         designated spouse).  Additionally, a revocation of a prior Qualified
         Election may be made by a Participant without the consent of the
         spouse at any time before the commencement of benefits; however, any
         Qualified Election which follows such revocation must be in writing
         and must be consented to by the Participant's spouse.  The number of
         Qualified Elections or revocations of such Qualified Elections will
         not be limited.

1.33     Related Employer
         The term Related Employer means any other corporation, association,
         company or entity on or after the Effective Date which is, along with
         the Employer, a member of a controlled group of corporations (as
         defined in Code Section 414(b)), a group of trades or businesses which
         are under common control (as defined in Code Section 414(c)), an
         affiliated service group (as defined in Code Section 414(m)), or any
         organization or arrangement required to be aggregated with the
         Employer by Treasury Regulations issued under Code Section 414(o).

1.34     Required Beginning Date
         The Required Beginning Date for the commencement of benefit payments
         from the Plan is the April 1 immediately following the calendar year
         in which he attains age 70-1/2 for a Participant who is a Five Percent
         Owner as defined in Section 1.36(d)(1) with respect to the Plan Year
         in which the Participant attains age 70-1/2.

         The Required Beginning Date for the commencement of benefit payments
         from the Plan for any other Participant is the April 1 immediately
         following the later of (i) the calendar year in which the Participant
         attains age 70-1/2, or (ii) if so elected by the Participant, the
         calendar year in which the Participant retires.

1.35     Surviving Spouse
         Surviving Spouse means a deceased Participant's spouse who was married
         to the Participant on the Participant's date of death.  The Plan
         Administrator and the Trustee may rely conclusively on a Participant's
         written statement of his marital status.  Neither the Plan
         Administrator nor the Trustee is required at any time to inquire into
         the validity of any marriage, the effectiveness of a common-law
         relationship or the claim of any alleged spouse which is inconsistent
         with the Participant's report of his marital status and the identity
         of his spouse.

1.36     Top-Heavy Definitions


         (a)     Aggregate Account
                 Aggregate Account means, with respect to each Participant, the
                 value of all accounts maintained on behalf of the Participant,
                 whether attributable to Employer or Employee contributions,
                 used to determine Top-Heavy Plan status under the provisions
                 of a defined contribution plan. A Participant's Aggregate
                 Account as of the Determination Date will be the sum of:





                                     1-14
<PAGE>   14
                 o        the balance of his Account(s) as of the most recent
                          valuation date occurring within a 12-month period
                          ending on the Determination Date (excluding any
                          amounts attributable to deductible voluntary employee
                          contributions): plus

                 o        contributions that would be allocated as of a date
                          not later than the Determination Date, even though
                          those amounts are not yet made or required to be
                          made; plus

                 o        any Plan Distributions made within the Plan Year that
                          includes the Determination Date or within the four
                          preceding Plan Years.

         (b)     Aggregation Group
                 Aggregation Group means either a Required Aggregation Group or
                 a Permissive Aggregation Group as hereinafter determined.

                 (1)      Required Aggregation Group
                          Each plan of the Employer in which a Key Employee is
                          a Participant, and each other plan of the Employer
                          which enables any plan in which a Key Employee
                          participates to meet the requirements of Code Section
                          401(a)(4) or 410, will be aggregated and the
                          resulting group will be known as a Required
                          Aggregation Group.

                          Each plan in the Required Aggregation Group will be
                          considered a Top-Heavy Plan if the Required
                          Aggregation Group is a Top-Heavy Group. No plan in
                          the Required Aggregation Group will be considered a
                          Top-Heavy Plan if the Required Aggregation Group is
                          not a Top-Heavy Group.

                 (2)      Permissive Aggregation Group
                          The Employer may also include any other plan not
                          required to be included in the Required Aggregation
                          Group, provided the resulting group (to be known as a
                          Permissive Aggregation Group), taken as a whole,
                          would continue to satisfy the provisions of Code
                          Sections 401(a)(4) and 410.

                          Only a plan that is part of the Required Aggregation
                          Group will be considered a Top-Heavy Plan if the
                          Permissive Aggregation Group is a Top-Heavy Group.
                          No plan in the Permissive Aggregation Group will be
                          considered a Top-Heavy Plan if the Permissive
                          Aggregation Group is not a Top-Heavy Group.

                 Only those plans of the Employer in which the Determination
                 Dates fall within the same calendar year will be aggregated in
                 order to determine whether the plans are Top-Heavy Plans.

         (c)     Determination Date
                 Determination Date means the last day of the preceding Plan
                 Year, or, in the case of the first Plan Year, the last day of
                 the first Plan Year.





                                     1-15
<PAGE>   15
         (d)     Key Employee
                 Key Employee means any Employee or former Employee (and his
                 Beneficiary) who, at any time during the Plan Year or any of
                 the preceding four Plan Years, was:

                 (1)      A "Five Percent Owner" of the Employer.  "Five
                          Percent Owner" means any person who owns (or is
                          considered as owning within the meaning of Code
                          Section 318) more than 5% of the value of the
                          outstanding stock of the Employer or stock possessing
                          more than 5% of the total combined voting power of
                          all stock of the Employer.  If the Employer is not a
                          corporation, Five Percent Owner means any person who
                          owns more than 5% of the capital or profits interest
                          in the Employer.  In determining percentage ownership
                          hereunder, Related Employers will be treated as
                          separate Employers; or

                 (2)      A "One Percent Owner" of the Employer having
                          Compensation from the Employer of more than $150,000.
                          "One Percent Owner" means any person who owns (or is
                          considered as owning within the meaning of Code
                          Section 318) more than 1% of the value of the
                          outstanding stock of the Employer or stock possessing
                          more than 1% of the total combined voting power of
                          all stock of the Employer. If the Employer is not a
                          corporation, One Percent Owner means any person who
                          owns more than 1% of the capital or profits interest
                          in the Employer.  In determining percentage ownership
                          hereunder, Related Employers will be treated as
                          separate Employers.  However, in determining whether
                          an individual has Compensation of more than $150,000,
                          Compensation from each Related Employer will be taken
                          into account.

                 (3)      One of the 10 Employees having Compensation not less
                          than the Defined Contribution Dollar Limit (as
                          defined in Section 7.03(j) for the Plan Year) who
                          owns (or is considered as owning within the meaning
                          of Code Section 318) both greater than 1/2% interest
                          and the largest interests in all Employers required
                          to be aggregated under Code Sections 414(b), (c), (m)
                          and (o);

                 (4)      An officer (within the meaning of the regulations
                          under Code Section 416) of the Employer having
                          Compensation greater than 50% of the Defined Benefit
                          Dollar Limit as defined in Section 7.03(f) for the
                          Plan Year;

                 For purposes of this Section, Compensation means Aggregate
                 Compensation as defined in Section 7.03(a) plus (for Plan
                 Years beginning prior to January 1, 1998) any amounts
                 contributed by the Employer pursuant to a salary reduction
                 agreement which are excludable from the gross income of the
                 Employee under Code Section 125, 402(e)(3), 402(h), 402(k) or
                 403(b).  Compensation in excess of the Statutory Compensation
                 Limit is disregarded.

         (e)     Non-Key Employee
                 Non-Key Employee means any Employee (and his Beneficiaries)
                 who is not a Key Employee.





                                     1-16
<PAGE>   16
         (f)     Plan Distributions
                 Plan distributions include distributions made before January
                 1, 1984, and distributions under a terminated plan which, if
                 it had not been terminated, would have been required to be
                 included in an aggregation group.  However, distributions made
                 after the valuation date and before the Determination Date are
                 not included to the extent that they are already included in
                 the Participant's Single Sum Benefit as of the valuation date.

                 With respect to "unrelated" rollovers and plan-to-plan
                 transfers (those which are both initiated by an employee and
                 made from a plan maintained by one employer to a plan
                 maintained by another employer), if such a rollover or
                 plan-to-plan transfer is made from this Plan, it will be
                 considered as a distribution for purposes of this Section.
                 If such a rollover or plan-to-plan transfer is made to this
                 Plan, it will not be considered as part of the Participant's
                 Single Sum Benefit.  However, an unrelated rollover or
                 plan-to-plan transfer accepted before January 1, 1984, will be
                 considered as part of the Participant's Single Sum Benefit.

                 With respect to "related" rollovers and plan-to-plan transfers
                 (those which are either not initiated by an employee or are
                 made from one plan to another plan maintained by the same
                 employer), if such a rollover or plan-to-plan transfer is made
                 from this Plan, it will not be considered as a distribution
                 for purposes of this Section.  If such a rollover or
                 plan-to-plan transfer is made to this Plan, it will be
                 considered as part of the Participant's Single Sum Benefit.

         (g)     Present Value of Accrued Benefit
                 In the case of the defined benefit plan, a Participant's
                 Present Value of Accrued Benefit, for Top- Heavy determination
                 purposes, will be determined using the following rules:

                 (1)      The Present Value of Accrued Benefit will be
                          determined as of the most recent "valuation date"
                          within a 12-month period ending on the Determination
                          Date.

                 (2)      For the first Plan Year, the Present Value of Accrued
                          Benefit will be determined as if (A) the Participant
                          terminated service as of the Determination Date; or
                          (B) the Participant terminated service as of the
                          valuation date, but taking into account the estimated
                          Present Value of Accrued Benefits as of the
                          Determination Date.

                 (3)      For any other Plan Year, the Present Value of Accrued
                          Benefit will be determined as if the Participant
                          terminated service as of the valuation date.

                 (4)      The valuation date must be the same date used for
                          computing the defined benefit plan minimum funding
                          costs, regardless of whether a calculation is
                          performed that plan year.





                                     1-17
<PAGE>   17
                 (5)      A Participant's Present Value of Accrued Benefit as
                          of a Determination Date will be the sum of:

                          o       the present value of his Accrued Benefit
                                  determined using the actuarial assumptions
                                  which are specified below; plus

                          o       any Plan Distributions made within the Plan
                                  Year that includes the Determination Date or
                                  within the four preceding Plan Years; plus

                          o       any employee contributions, whether voluntary
                                  or mandatory.  However, amounts attributable
                                  to qualified voluntary employee
                                  contributions, as defined in Code Section
                                  219(e)(2) will not be considered to be a part
                                  of the Participant's Present Value of Accrued
                                  Benefit.

                 For purposes of this Section, the present value of a
                 Participant's Accrued Benefit will be equal to the greater of
                 the present value determined using the actuarial assumptions
                 which are specified for Actuarial Equivalent purposes or the
                 present value determined using the "Applicable Interest Rate."
                 The Applicable Interest Rate is the rate or rates that would
                 be used by the Pension Benefit Guaranty Corporation for a
                 trusteed single-employer plan to value a Participant's or
                 Beneficiary's benefit on the date of distribution (the "PBGC
                 Rate").  If the present value using the PBGC Rate exceeds
                 $25,000, the Applicable Interest Rate is 120% of the PBGC
                 Rate.  However, the use of 120% of the PBGC Rate will never
                 result in a present value less than $25,000.

         (6)     Solely for the purpose of determining if this Plan (or any
                 other plan included in a Required Aggregation Group of which
                 this Plan is a part) is Top-Heavy, the Accrued Benefit of any
                 Employee other than a Key Employee will be determined under

                 (A)      the method, if any, that uniformly applies for
                          accrual purposes under all plans maintained by the
                          Employer or any Related Employer, or

                 (B)      if there is no such method, as if the benefit accrued
                          no more rapidly than the slowest accrual rate
                          permitted under the fractional accrual rate of Code
                          Section 411(b)(1)(C).

         (h)     Single Sum Benefit
                 The Single Sum Benefit for any Participant in a defined
                 benefit pension plan will be equal to his Present Value of
                 Accrued Benefit.  The Single Sum Benefit for any Participant
                 in a defined contribution plan will be equal to his Aggregate
                 Account.

         (i)     Top-Heavy Group
                 Top-Heavy Group means an Aggregation Group in which, as of the
                 Determination Date, the Single Sum Benefits of all Key
                 Employees under all plans included in the group exceeds 60% of
                 a similar sum determined for all Participants.





                                     1-18
<PAGE>   18
                 Super Top-Heavy Group means an Aggregation Group in which, as
                 of the Determination Date, the sum of (1) the Single Sum
                 Benefits of all Key Employees under all defined benefit plans
                 included in the group, plus (2) the Single Sum Benefit of all
                 Key Employees under all defined contribution plans included in
                 the group exceeds 90% of a similar sum determined for all
                 Participants.

         (j)     Top-Heavy Plan
                 This Plan will be a Top-Heavy Plan for any Plan Year beginning
                 after December 31, 1983, in which, as of the Determination
                 Date, the Single Sum Benefits of all Key Employees exceed 60%
                 of the Single Sum Benefits of all Participants under this
                 Plan.

                 This Plan will be a Super Top-Heavy Plan for any Plan Year
                 beginning after December 31, 1983, in which, as of the
                 Determination Date, the Single Sum Benefits of all Key
                 Employees exceed 90% of the Single Sum Benefits of all
                 Participants under this Plan.

                 If any Participant is a Non-Key Employee for a given Plan
                 Year, but was a Key Employee for any prior Plan Year, the
                 Participant's Single Sum Benefit will not be taken into
                 account for purposes of determining whether this Plan is a
                 Top-Heavy or Super Top-Heavy Plan (or whether any Aggregation
                 Group which includes this Plan is a Top-Heavy or Super
                 Top-Heavy Group).

                 If an individual has performed no services for the Employer at
                 any time during the 5-year period ending on the Determination
                 Date, any Single Sum Benefit of such individual will not be
                 taken into account for purposes of determining whether this
                 Plan is a Top-Heavy or Super Top-Heavy Plan (or whether any
                 Aggregation Group which includes this Plan is a Top-Heavy
                 Group or Super Top-Heavy Group).

1.37     Trust Fund, Trust
         These terms mean the total cash, securities, real property, insurance
         contracts and any other property held by the Trustee.

1.38     Trustee
         The Trustee is Charles Schwab Trust Company or any successor Trustee.

1.39     Vested Percentage
         A Participant's Vested Percentage as of a given date will be that
         percentage determined in accordance with the Vesting Schedule.
         Notwithstanding the preceding, a Participant will be 100% vested upon
         reaching the earlier of (a) his Normal Retirement Age or (b) the later
         of the date upon which the Participant attains age 65 or reaches the
         5th anniversary of the date he commenced participation in the Plan.

1.40     Vesting Schedule
         A Participant's Vested Percentage will be determined in accordance
         with the following table:





                                     1-19
<PAGE>   19
<TABLE>
<CAPTION>

         Years of Service                      Vested Percentage
         ----------------                      -----------------

         <S>              <C>                      <C>
          Less than        2 Years                     0%
                           2 Years                    25%
                           3 Years                    50%
                           4 Years                    75%
                           5 Years or more           100%
</TABLE>

1.41     Written Resolution

         The terms Written Resolution and Written Consent are used
         interchangeably and reflect decisions, authorizations, etc. by the
         Employer, acting through an officer of the Employer.

1.42     Year of Service

         (a)     Crediting Years of Service
                 Years of Service are determined using the Elapsed Time Method
                 and/or the Hours of Service Method as specified in this
                 Section.

                 (1)      Elapsed Time Method
                          Under the Elapsed Time Method, Years of Service are
                          based upon an Employee's Elapsed Time of employment
                          irrespective of the number of hours actually worked
                          during such period; a Year of Service (including a
                          fraction thereof) will be credited for each completed
                          365 days of Elapsed Time which need not be
                          consecutive.  The following terms are used in
                          determining Years of Service under the Elapsed Time
                          Method:

                          (A)     Date of Severance (Termination) - means the
                                  earlier of (i) the actual date an Employee
                                  resigns, is discharged, dies or retires, or
                                  (ii) the first anniversary of the date an
                                  Employee is absent from work (with or without
                                  pay) for any other reason, e.g., disability,
                                  vacation, leave of absence, layoff, etc.

                          (B)     Elapsed Time - means the total period of
                                  service which has elapsed between a
                                  Participant's Employment Commencement Date
                                  and Date of Termination including Periods of
                                  Severance where a One Year Break-in-Service
                                  does not occur.

                          (C)     Employment Commencement Date - means the date
                                  an Employee first performs one Hour of
                                  Service for the Employer.

                          (D)     One Year Break-in-Service - means any 365-day
                                  period following an Employee's Date of
                                  Termination as defined above in which the
                                  Employee does not complete at least one Hour
                                  of Service.

                          (E)     Period of Severance - is the time between the
                                  actual Date of Severance as defined above and
                                  the subsequent date, if any, on which the
                                  Employee performs an Hour of Service.





                                     1-20
<PAGE>   20
                          All periods of employment will be aggregated
                          including Periods of Severance unless there is a One
                          Year Break-in-Service.

                 (2)      Hours of Service Method

                          Under the Hours of Service Method, a Year of Service
                          is credited for each 12 consecutive month Computation
                          Period during which an Employee is credited with a
                          specified number of Hours of Service.

                          Under the Hours of Service Method, a One Year
                          Break-in-Service means any Computation Period during
                          which an Employee completes 500 or fewer Hours of
                          Service.

         Service for purposes of determining eligibility to participate in the
         Plan and Service for purposes of determining a Participant's Vested
         Percentage include service with any organization which is a Related
         Employer, and with respect to the Employer, and, with respect to all
         Employees who were employed by American Home Products Corporation on
         November 1, 1996, all service with American Home Products Corporation
         prior to the Effective Date of this Plan.

         (b)     For Eligibility Purposes
                 Years of Service for purposes of determining the eligibility
                 of part-time, temporary or seasonal Employees to participate
                 in the Plan are referred to as Years of Eligibility Service
                 and are determined using the Hours of Service Method.

                 A Year of Eligibility Service is credited for each Computation
                 Period during which an Employee is credited with at least
                 1,000 Hours of Service.  The initial Computation Period is the
                 12 consecutive month period beginning with the Employee's
                 Employment Commencement Date.  Thereafter, the Computation
                 Period is the Plan Year beginning with the Plan Year in which
                 the initial Computation Period ends.

                 All of an Employee's Years of Eligibility Service are taken
                 into account in determining his eligibility to participate.

         (c)     For Vesting Purposes
                 Years of Service for purposes of computing a Participant's
                 Vested Percentage are referred to as Years of Vesting Service
                 and are determined using the Elapsed Time Method.

                 All of a Participant's Years of Vesting Service are taken into
                 account in determining his Vested Percentage.





                                     1-21
<PAGE>   21
                                   ARTICLE 2

                                 PARTICIPATION

2.01     Participation
         An Employee who is a member of an Eligible Employee Classification
         will become eligible to participate in the Plan on his or her
         Employment Commencement Date.

         The foregoing paragraph will apply to each Employee, provided that,
         based on his rate of hours worked, it is anticipated that he will
         complete 1,000 or more Hours of Service in his initial Year of Service
         as described in Section 1.42(b).   If an Employee fails to become a
         Participant because it is anticipated that he will not complete 1,000
         or more Hours of Service in his initial Year of Service then the
         Employee will become a Participant on the first Entry Date following
         the first Year of Service in which he completes 1,000 or more Hours of
         Service.

         An individual who was a Participant in the American Home Foods
         Corporation Savings Plan and was employed by American Home Foods
         Corporation on November 1, 1996 will automatically become a
         Participant upon the individual's transfer of employment to the
         Employer or a Participating Employer in connection with the Agreement
         of Sale and Plan of Merger dated September 5, 1996.

         An Employee who is eligible to participate as of the Effective Date or
         as of a given Entry Date will automatically become a Participant as of
         such date.  An Employee who is otherwise eligible to participate may
         irrevocably elect not to participate in the Plan.  Any election under
         this paragraph must be in writing and according to guidelines
         established by the Plan Administrator.

2.02     Participation After Reemployment
         An Employee who terminates employment prior to his Entry Date will
         participate in the Plan immediately upon returning to the employ of
         the Employer.

         A Participant or Former Participant who has terminated employment will
         participate as an Active Participant in the Plan immediately upon
         returning to the employ of the Employer.

2.03     Change in Employment Classification
         In the event a Participant becomes ineligible to participate because
         he is no longer a member of an Eligible Employee Classification, the
         Participant will participate immediately upon his return to an
         Eligible Employee Classification.

         In the event an Employee who is not a member of an Eligible Employee
         Classification becomes a member of such a classification, such
         Employee will begin to participate immediately if he has satisfied the
         eligibility requirements which are specified in Section 2.01.





                                     2-1
<PAGE>   22
                                   ARTICLE 3

                              PARTICIPANT ACCOUNTS

3.01     Employee Pre-tax Account
         Employee Pre-tax Account means the Account of a Participant reflecting
         applicable pre-tax contributions, investment income or loss allocated
         thereto and distributions.  A Participant's Employee Pre-tax Account
         is 100% vested at all times.

         (a)     Employee Pre-tax Contributions

                 (1)      Amount of Contribution
                          Each Participant may elect to make an Employee
                          Pre-tax Contribution each Contribution Period not to
                          exceed 16% (22% effective January 1, 1998) of the
                          Participant's Compensation.  Such contribution will
                          be designated as a whole percentage of Compensation
                          or such other amount as allowed by the Plan
                          Administrator.

                 (2)      Payroll Withholding
                          All Employee Pre-tax Contributions will be made
                          pursuant to a Payroll Withholding Agreement in
                          accordance with Section 1.27.

                 (3)      Nondiscrimination Requirements
                          All Employee Pre-tax Contributions are Elective
                          Contributions within the meaning of Section 4.05(a)
                          and must satisfy the Nondiscrimination Requirements
                          of Section 4.05.

                 (4)      Excess Deferrals
                          The maximum amount of Employee Pre-tax Contribution
                          which can be made under the Plan on behalf of any
                          Participant during any calendar year will be limited
                          to that amount which would not constitute an Excess
                          Deferral as defined in Section 4.05.  The Plan
                          Administrator will distribute any Excess Deferral,
                          together with the income allocable to it, to the
                          Participant no later than April 15 of the calendar
                          year immediately following the year of the Excess
                          Deferral.  If a Participant notifies the Plan
                          Administrator before March 1 of any calendar year
                          that Excess Deferrals have been made on his account
                          for the previous calendar year by reason of
                          participation in a Cash or Deferred Arrangement
                          maintained by another employer or employers, and if
                          the Participant requests that the Plan Administrator
                          distribute a specific amount to him on account of
                          Excess Deferrals and certifies that the requested
                          amount is an Excess Deferral, the Plan Administrator
                          will designate the amount requested together with the
                          income allocable to it as a distribution of Excess
                          deferrals and distribute such amount no later than
                          April 15 of that calendar year.  The amount of Excess
                          Deferrals to be distributed will be reduced by any
                          Excess Contributions previously distributed or
                          recharacterized with respect to the Plan Year
                          beginning with or within the





                                     3-1
<PAGE>   23
                          calendar year. The amount of income allocable to the
                          Excess Deferral will be determined as described in
                          Section 4.05.

                 (5)      Timing of Deposits
                          The Employer will deposit all Employee Pre-tax
                          Contributions on the earliest date on which such
                          contributions can reasonably be segregated from the
                          Employer's general assets, but in no event later than
                          30 days after the date on which the amounts withheld
                          would otherwise have been paid to the Participant in
                          cash.  Effective February 3, 1997, the Employer will
                          deposit all Salary Deferral Contributions on the
                          earliest date on which such contributions can
                          reasonably be segregated from the Employer's general
                          assets, but in no event later than 15 business days
                          following the end of the month in which the amounts
                          withheld would otherwise have been paid to the
                          Participant in cash.

                          The Contribution Period for Employee Pre-tax
                          Contributions is each month.

         (b)     Financial Hardship Withdrawals
                 A Participant may file with the Plan Administrator a written
                 request to withdraw, in order to avoid or alleviate a
                 Financial Hardship, any amount not to exceed that portion of
                 his Employee Pre-tax Account which represents his total
                 Employee Pre-tax Contributions.

                 The Plan Administrator will allow Financial Hardship
                 withdrawals only if they are necessary to satisfy a
                 Participant's immediate and heavy financial need.

                 (1)      Immediate and Heavy Financial Need
                          A withdrawal will be deemed to be made due to an
                          immediate and heavy financial need of the Participant
                          if it is made because of:

                          o       Expenses for medical care described in Code
                                  Section 213(d) previously incurred by the
                                  Participant, his spouse or any of his
                                  dependents (as defined in Code Section 152)
                                  or necessary for these persons to obtain
                                  medical care described in Code Section
                                  213(d);

                          o       Costs directly related to the purchase
                                  (excluding mortgage payments) of a principal
                                  residence for the Participant;

                          o       Payment of tuition, room and board, or
                                  educational fees for the next 12 months of
                                  post-secondary education for the Participant,
                                  his spouse, children or dependents (as
                                  defined in Code Section 152);

                          o       Prevention of the eviction of the Participant
                                  from his principal residence or foreclosure
                                  on the mortgage of the Participant's
                                  principal residence.





                                     3-2
<PAGE>   24
                 (2)      Necessary To Satisfy Financial Need
                          No withdrawal may exceed the amount necessary to
                          satisfy the Participant's immediate and heavy
                          financial need. However, the amount of an immediate
                          and heavy financial need may include any amounts
                          necessary to pay any federal, state or local income
                          taxes or penalties reasonably anticipated to result
                          from the distribution. The Plan Administrator will
                          allow the withdrawal if it determines, after a full
                          review of the Participant's written request and
                          evidence presented by the Participant showing
                          immediate and heavy financial need as well as the
                          Participant's lack of other reasonably available
                          resources, that the withdrawal is necessary to
                          satisfy the need.  No withdrawal will be treated as
                          necessary to the extent it can be satisfied from
                          other resources which are reasonably available to the
                          Participant. including those of the Participant's
                          spouse and minor children. A withdrawal will be
                          treated as necessary to the extent the Participant
                          demonstrates to the satisfaction of the Plan
                          Administrator that the need cannot be relieved by any
                          of the following:

                          o       Reimbursement or compensation by insurance or
                                  otherwise;

                          o       Reasonable liquidation of assets to the
                                  extent the liquidation would not itself cause
                                  an immediate and heavy financial need;

                          o       Cessation of Employee Pre-tax Contributions
                                  or Employee After-tax Contributions (as
                                  defined in Section 4.05(a) or both under any
                                  plan maintained by any employer;

                          o       Other distributions or nontaxable (at the
                                  time of the loan) loans from plans maintained
                                  by any employer;

                          o       Borrowing from commercial sources on
                                  reasonable commercial terms.

                 Unless the Plan Administrator has evidence to the contrary. it
                 may rely upon the Participant's written representation that
                 the need cannot be relieved by any of the foregoing.

         (3)     Safe Harbor
                 The Plan Administrator will not allow any withdrawal until the
                 Participant has obtained all distributions. other than
                 hardship distributions. and all nontaxable loans currently
                 available to the Participant under all plans maintained by the
                 Employer.

                 Upon the withdrawal of any portion of a Participant's Employee
                 Pre-tax Account. the Participant will become ineligible for
                 any Elective Contribution to this Plan or any other plan
                 maintained by the Employer, or to make any contribution to
                 this Plan or any other plan maintained by the Employer until
                 the first day of the first payroll period which begins not
                 less than 12 months following the date of withdrawal. For this
                 purpose the phrase "any other plan maintained by the Employer"
                 means all





                                     3-3
<PAGE>   25
                 qualified and nonqualified plans of deferred compensation
                 maintained by the Employer. The phrase includes stock option,
                 stock purchase, or similar plans, or a cash or deferred
                 arrangement that is part of a cafeteria plan within the
                 meaning of Code Section 125. It does not include the mandatory
                 employee contribution portion of a defined benefit plan, nor
                 does it include a health or welfare benefit plan (including
                 one that is part of a cafeteria plan within the meaning of
                 Code Section 125).

                 Furthermore, the maximum amount of Employee Pre-tax
                 Contributions which can be made under the Plan on behalf of
                 any Participant during the calendar year which follows the
                 calendar year in which the withdrawal was made will be limited
                 to the amount which would not be treated as an Excess Deferral
                 for that year reduced by the amount of Employee Pre-tax
                 Contributions made on behalf of the Participant in the
                 calendar year of withdrawal.

         (c)     Distributions
                 No distribution may be made from the Participant's Employee
                 Pre-tax Account or any account comprised of Matching
                 Contributions or Nonelective Contributions which are treated
                 as Elective Contributions in accordance with the provisions of
                 Section 4.05(h) except under one of the following
                 circumstances:

                 o        the Participant's retirement, death, disability or
                          separation from service within the meaning of Code
                          Section 401(k)(2)(B);

                 o        the Participant's attaining of age 59 1/2;

                 o        the avoidance or alleviation of a Financial Hardship;

                 o        the termination of this Plan without the
                          establishment of a successor plan within the meaning
                          of Treasury Regulation Section 1.401(k)-1(d)(3);

                 o        the sale or other disposition by the Employer of at
                          least 85 percent of the assets used by the Employer
                          in a trade or business to an unrelated corporation
                          which does not maintain the plan, but only if the
                          Participant continues employment with the corporation
                          acquiring the assets and only if the Employer
                          continues to maintain this Plan; or

                 o        the sale or other disposition by the Employer of its
                          interest in a subsidiary to an unrelated entity which
                          does not maintain the plan, but only if the
                          Participant continues employment with the subsidiary
                          and only if the Employer continues to maintain this
                          Plan.

                 This paragraph does not apply to distributions of Excess
                 Deferrals, Excess Contributions, or excess Annual Additions.





                                     3-4
<PAGE>   26
3.02     Employee After-tax Account
         Employee After-tax Account means the Account of a Participant
         reflecting applicable after-tax contributions, investment income or
         loss allocated thereto and distributions. A Participant's Employee
         After-tax Account is 100% vested at all times.

         (a)     Employee After-tax Contributions

                 (1)      Amount of Contribution
                          Each Participant may elect to make an Employee
                          After-tax Contribution each Contribution Period.  The
                          total of Employee After-tax Contributions plus
                          Employee Pre-tax Contributions for any contribution
                          period may not exceed 16% (22% effective January 1,
                          1998) of the Participant's Compensation. Such
                          contribution will be designated as a whole percentage
                          of Compensation or such other amount as allowed by
                          the Plan Administrator.

                 (2)      Payroll Withholding
                          All Employee After-tax Contributions will be made
                          pursuant to a Payroll Withholding Agreement in
                          accordance with Section 1.27.

                 (3)      Nondiscrimination Requirements
                          All Employee After-tax Contributions are Employee
                          After-tax Contributions within the meaning of Section
                          4.05(a) and must satisfy the Nondiscrimination
                          Requirements of Section 4.05.

                 (4)      Timing of Deposits
                          The Employer will deposit all Employee After-tax
                          Contributions on the earliest date on which such
                          contributions can reasonably be segregated from the
                          Employer's general assets, but in no event later than
                          90 days after the date on which the amounts withheld
                          would otherwise have been paid to the Participant in
                          cash. Effective February 3. 1997, the Employer will
                          deposit all Employee After-tax Contributions on the
                          earliest date on which such contributions can
                          reasonably be segregated from the Employer's general
                          assets, but in no event later than 15 business days
                          following the end of the month in which the amounts
                          withheld would otherwise have been paid to the
                          Participant in cash.

         (b)     Contribution Period
                 The Contribution Period for Employee After-tax Contributions
                 is each month.

         (c)     Withdrawals
                 A Participant may withdraw all or any portion of his Employee
                 After-tax Account subject to the limitations of this Section.

3.03     Company Matching Account
         Company Matching Account means the Account of a Participant reflecting
         applicable Employer or Participating Employer contributions,
         forfeitures, investment income or loss





                                     3-5
<PAGE>   27
         allocated thereto and distributions. A Participant's Company Matching
         Account is subject to the Vesting Schedule.

         (a)     Company Matching Contributions
                 Each Contribution Period, the Employer will, within the time
                 prescribed by law for making a deductible contribution, make a
                 Company Matching Contribution to each eligible Participant's
                 Company Matching Account in an amount which is determined in
                 accordance with this Section subject to the limitations of
                 Article 7.

                 The amount of Company Matching Contribution to be made to a
                 Participant's Company Matching Account is equal to 50% of that
                 portion of the sum of the Participant's Employee Pre-tax
                 Contribution and Employee After-tax Contribution which is not
                 in excess of 6% of the Participant's Compensation.

                 All Company Matching Contributions are Matching Contributions
                 within the meaning of Section 4.05(a) and must satisfy the
                 Nondiscrimination Requirements of Section 4.05.

         (b)     Contribution Period
                 The Contribution Period for Company Matching Contributions is
                 each month.

         (c)     Application of Forfeitures
                 Forfeitures from a Participant's Company Matching Account will
                 be used to reduce Company Matching Contributions in the Plan
                 Year in which the Forfeitures are determined to occur.

         (d)     Withdrawals
                 A Participant who is 100% vested in his Company Matching
                 Account and has attained age 59 1/2 may withdraw all or any
                 portion of his Company Matching Account subject to the
                 limitations of this Section.  A Participant who is less than
                 100% vested in his Company Matching Account or has not
                 attained age 59 1/2 may not withdraw any portion of his
                 Company Matching Account prior to the time when benefits
                 otherwise become payable in accordance with the provisions of
                 Article 5.

         (e)     Minimum Allocation for Top-Heavy Plan
                 Notwithstanding anything contained herein to the contrary, for
                 any Plan Year in which this Plan is determined to be
                 Top-Heavy, a Participant who is a Non-Key Employee (including
                 any Employee who is excluded from the Plan because his
                 Compensation is less than a stated amount) will be entitled to
                 a minimum allocation of Employer contributions in addition to
                 any Company Matching Contributions equal to 3% of the Non-Key
                 Employee's Aggregate Compensation received during the Plan
                 Year. This minimum allocation will be allocated to the
                 Participant's Matching Account and will be provided to each
                 Non-Key Employee who is a Participant and is employed by the
                 Employer on the last day of the Plan Year whether or not he or
                 she is an otherwise eligible Participant or fails to make any
                 mandatory Employee contribution to the Plan.





                                     3-6
<PAGE>   28
                 The percentage referred to in the preceding paragraph will not
                 exceed the percentage of Aggregate Compensation at which
                 Company Matching Contributions are made or allocated to the
                 Key Employee for whom such percentage is the largest;
                 provided, however, this sentence will not apply if the Plan is
                 required to be included in an Aggregation Group to meet the
                 requirements of Code Sections 401(a)(4) or 410.

3.04     Prior Employer Account
         Prior Employer Account means the Account of a Participant reflecting
         trustee to trustee transfers from the American Home Products
         Corporation Savings Plan or other prior employer plan, applicable
         investment income or loss allocated thereto and distributions. A
         Participant's Prior Employer Account is 100% vested at all times.

         (a)     Contributions
                 This Account is derived from contributions made by a prior
                 employer. No future contributions will be made to this
                 Account.

         (b)     Withdrawals
                 A Participant who has attained age 59 1/2 may withdraw all or
                 any portion of his Prior Employer Account subject to the
                 limitations of this Section. A Participant who has not
                 attained age 59 1/2 may not withdraw any portion of his Prior
                 Employer Account prior to the time when benefits otherwise
                 become payable in accordance with the provisions of Article 5.

3.05     Rollover Account
         Rollover Account means the Account of a Participant reflecting
         applicable contributions, investment income or loss allocated thereto
         and distributions. A Participant's Rollover Account is 100% vested at
         all times.

         (a)     Rollover Contributions
                 Rollover Contribution means a contribution to the Plan by a
                 Participant where such contribution is the result of a prior
                 distribution from an Individual Retirement Account, an
                 Individual Retirement Annuity or another qualified plan. Such
                 prior contribution must be a rollover amount described in
                 Section 402(c)(4) of the Code or a rollover contribution
                 described in Section 408(d)(3) of the Code for which no amount
                 is attributable to any source other than a rollover amount
                 described in Section 402(c)(4) of the Code.

                 Each Employee who is a member of an Eligible Employee
                 Classification, regardless of whether he is a Participant in
                 the Plan, will have the right to make a Rollover Contribution
                 of cash (or other property of a form acceptable to the Plan
                 Administrator and the Trustee) into the Plan from another
                 qualified plan. If the Employee is not a Participant
                 hereunder, his Rollover Account will constitute his entire
                 interest in the Plan. In no event will the existence of a
                 Rollover Account entitle the Employee to participate in any
                 other benefit provided by the Plan.





                                     3-7
<PAGE>   29
                 If specifically provided for in a Written Resolution, Rollover
                 Contribution will also mean the amount of assets transferred,
                 pursuant to Section 10.05, to this Plan from another plan
                 which is qualified under Code Sections 401(a) and 501(a).

         (b)     Withdrawals
                 A Participant may withdraw all or any portion of his Rollover
                 Account at any time.





                                     3-8
<PAGE>   30
                                   ARTICLE 4

                            ACCOUNTING AND VALUATION


4.01     General Powers of the Plan Administrator
         The Plan Administrator will have the power to establish rules and
         guidelines, which will be applied on a uniform and non-discriminatory
         basis, as it deems necessary, desirable or appropriate with regard to
         accounting procedures and to the timing and method of contributions to
         and/or withdrawals from the Plan.

4.02     Valuation Procedure
         As of each Valuation Date, the Plan Administrator will determine from
         the Trustee the fair market value of each Specific Investment Fund and
         will, subject to the provisions of this Article, determine the
         allocation of such value among the Accounts of the Participants; in
         doing so, the Plan Administrator will in the following order:

         (a)     Credit or charge, as appropriate, to the proper Accounts all
                 contributions, payments, transfers, forfeitures, withdrawals
                 or other distributions made to or from such Accounts since the
                 last preceding Valuation Date and that have not been
                 previously credited or charged.

         (b)     Credit or charge, as applicable, each Account with its pro
                 rata portion of the appreciation or depreciation in the fair
                 market value of each Specific Investment Fund since the prior
                 Valuation Date.  Such appreciation or depreciation will
                 reflect investment income, realized and unrealized gains and
                 losses, other investment transactions and expenses paid from
                 each Specific Investment Fund.

4.03     Reserved

4.04     Participant Direction of Investment

         (a)     Application of this Section
                 Subject to the provisions of this Section, each Participant
                 will have the right to direct the investment of all of his
                 Accounts among the Specific Investment Funds which are made
                 available by the Plan Administrator.

         (b)     General Powers of the Plan Administrator
                 The Plan Administrator will have the power to establish rules
                 and guidelines as it deems necessary, desirable or appropriate
                 with regard to the directed investment of contributions in
                 accordance with this Section. Such rules and guidelines are
                 intended to comply with Section 404(c) of ERISA and the
                 regulations thereunder. Included in such powers, but not by
                 way of limitation, are the following powers and rights.

                 (1)      To direct the Trustee to temporarily invest those
                          contributions which are pending directed investment
                          in a Specific Investment Fund, in the General
                          Investment Fund or in some other manner as determined
                          by the Plan Administrator.





                                     4-1
<PAGE>   31
                 (2)      To establish rules with regard to the transfer of all
                          or any part of the balance of an Account or Accounts
                          of a given Participant from one Investment Fund to
                          another.

                 (3)      To direct the Trustee to maintain any part of the
                          assets of any Investment Fund in cash, or in demand
                          or short-term time deposits bearing a reasonable rate
                          of interest, or in a short-term investment fund that
                          provides for the collective investment of cash
                          balances or in other cash equivalents having ready
                          marketability, including, but not limited to, U.S.
                          Treasury Bills, commercial paper, certificates of
                          deposit, and similar types of short-term securities,
                          as may be deemed necessary by the Trustee in its sole
                          discretion.

         Neither the Trustee nor the Plan Administrator will be liable for any
         loss that results from a Participant's exercise of control over the
         investment of the Participant's Accounts. If the Participant fails to
         provide adequate directions, the Plan Administrator will direct the
         investment of the Participant's Account. The Trustee will have no duty
         to review or make recommendations regarding a Participant's investment
         directions.

         (c)     Accounting
                 The Plan Administrator will maintain a set of accounts for
                 each Investment Fund. The accounts of the Plan Administrator
                 for each Investment Fund will indicate separately the dollar
                 amounts of all contributions made to such Investment Fund by
                 or on behalf of each Participant from time to time. The Plan
                 Administrator will compute the net income from investments;
                 net profits or losses arising from the sale. exchange,
                 redemption, or other disposition of assets, and the prorata
                 share attributable to each Investment Fund of the expenses of
                 the administration of the Plan and Trust and will debit or
                 credit, as the case may be, such income, profits or losses,
                 and expenses to the unsegregated balance in each Investment
                 Fund from time to time. To the extent that the expenses of the
                 administration of the Plan and Trust are not directly
                 attributable to a given Investment Fund, such expenses, as of
                 a given Valuation Date, will be prorated among each Investment
                 Fund; such allocation of expenses will, in general, be
                 performed in accordance with the guidelines which are
                 specified in this Article.

         (d)     Future Contributions
                 Each Participant who chooses to participate in the Plan will
                 elect the percentage of those contributions (which are subject
                 to Participant direction of investment) which is to be
                 deposited to each available Investment Fund. Such election
                 will be in effect until modified. If any Participant fails to
                 make an election by the appropriate date, he will be deemed to
                 have elected an Investment Fund(s) as determined by the Plan
                 Administrator.  Elections will be limited to multiples of one
                 percent (or such other reasonable increments as determined by
                 the Plan Administrator).





                                     4-2
<PAGE>   32
                 For individuals who become Participants in connection with the
                 Agreement of Sale and Plan of Merger dated September 5, 1996,
                 the Plan Administrator shall establish procedures to convert
                 participant investment elections previously made under the
                 American Home Products Corporation Savings Plan into
                 investment elections for Specific Investment Funds of
                 comparable risk and volatility under this Plan.

         (e)     Change in Investment of Past Contributions
                 A Participant may file an election with the Plan Administrator
                 to shift the aggregate amount or reasonable increments (as
                 determined by the Plan Administrator) of the balance of his
                 existing Account or Accounts which are subject to Participant
                 direction of investment among the various Investment Funds.
                 Elections will be limited to multiples of one percent (or such
                 other reasonable increments as determined by the Plan
                 Administrator).

         (f)     Changes in Investment Elections
                 Elections with respect to future contributions and/or with
                 respect to changes in the investment of past contributions
                 will be in writing on a form provided by the Plan
                 Administrator, except that each Participant may authorize the
                 Plan Administrator in writing on an authorization form
                 provided by the Plan Administrator to accept such directions
                 as may be made by the Participant by use of a telephone voice
                 response system maintained for such purpose.

                 The Plan Administrator may establish additional rules and
                 procedures with respect to investment election changes
                 including, for example, the number of allowed changes per
                 specified period, the amount of reasonable fee, if any, which
                 will be charged to the Participant for making a change,
                 specified dates or cutoff dates for making a change, etc.

         (g)     Addition and Deletion of Specific Investment Funds
                 Specific Investment Funds may be made available from time to
                 time at the direction of the Plan Administrator. The Plan
                 Administrator will establish guidelines for the proper
                 administration of affected Accounts when a Specific Investment
                 Fund is added or deleted.

4.05     Nondiscrimination Requirements

         (a)     Definitions Applicable to the Nondiscrimination Requirements
                 The following definitions apply to this Section:

                 (1)      Aggregate Limit
                          With respect to a given Plan Year, Aggregate Limit
                          means the greater of the sum of [(A) + (B)] or the
                          sum of [(C) + (D)] where:

                          (A)     is equal to 125% of the greater of DP or CP;





                                     4-3
<PAGE>   33
                          (B)     is equal to 2 percentage points plus the
                                  lesser of DP or CP, not to exceed 2 times the
                                  lesser of DP or CP;

                          (C)     is equal to 125% of the lesser of DP or CP;

                          (D)     is equal to 2 percentage points plus the
                                  greater of DP or CP, not to exceed 2 times
                                  the greater of DP or CP;

                          DP      represents the Deferral Percentage for the
                                  Non-highly Compensated Group eligible under
                                  the Cash or Deferred Arrangement for the Plan
                                  Year; and

                          CP      represents the Contribution Percentage for
                                  the Non-highly Compensated Group eligible
                                  under the plan providing for the Employee
                                  After-tax Contributions or Employer Matching
                                  Contributions for the Plan Year beginning
                                  with or within the Plan Year of the Cash or
                                  Deferred Arrangement.

                 (2)      Cash or Deferred Arrangement (CODA)
                          A Cash or Deferred Election is any election (or
                          modification of an earlier election) by an Employee
                          to have the Employer either:

                          o       provide an amount to the Employee in the form
                                  of cash or some other taxable benefit that is
                                  not currently available, or

                          o       contribute an amount to the Plan (or provide
                                  an accrual or other benefit) thereby
                                  deferring receipt of Compensation.

                          A Cash or Deferred Election will only be made with
                          respect to an amount that is not currently available
                          to the Employee on the date of election. Further, a
                          Cash or Deferred Election will only be made with
                          respect to amounts that would have (but for the Cash
                          or Deferred Election) become currently available
                          after the later of the date on which the Employer
                          adopts the Cash or Deferred Arrangement or the date
                          on which the arrangement first becomes effective.

                 A Cash or Deferred Election does not include a one-time
                 irrevocable election upon the Employee's commencement of
                 employment or first becoming an Eligible Employee.

                 (3)      Compensation
                          For purposes of this Section, Compensation means
                          Aggregate Compensation as defined in Section 7.03(a)
                          plus (for Plan Years beginning prior to January 1,
                          1998) amounts contributed by the Employer pursuant to
                          a salary reduction agreement which are excludable
                          from the gross income of the Employee





                                     4-4
<PAGE>   34
                          under Code Section 125, 402(e)(3), 402(h), 402(k) or
                          403(b). Compensation in excess of the Statutory
                          Compensation Limit is disregarded.

                          The period used to determine an Employee's
                          Compensation for a Plan Year may be limited to that
                          portion of the Plan Year in which the Employee was an
                          Eligible Employee, provided that this method is
                          applied uniformly to all Eligible Employees under the
                          Plan for the Plan Year.

                 (4)      Contribution Percentage
                          Contribution Percentage means, for any specified
                          group, the average of the ratios calculated (to the
                          nearest one-hundredth of one percent) separately for
                          each Participant in the group, of the amount of
                          Employee After-tax Contributions and Matching
                          Contributions which are made by or on behalf of each
                          Participant for a Plan Year to each Participant's
                          Compensation for the Plan Year.

                          For purposes of determining the Contribution
                          Percentage, each Employee who is eligible under the
                          terms of the Plan to make or to have contributions
                          made on his behalf is treated as a Participant. The
                          Contribution Percentage of an eligible Employee who
                          makes no Employee After-tax Contribution and
                          receives no Matching Contribution is zero.

                          The Contribution Percentage of a Participant who is a
                          Highly Compensated Employee for the Plan Year and who
                          is eligible to make Employee After-tax Contributions
                          or receive an allocation of Matching Contributions
                          (including Elective Contributions and Nonelective
                          Contributions which are treated as Employee or
                          Matching Contributions for purposes of the
                          Contribution Percentage Test) allocated to his
                          accounts under two or more plans which are sponsored
                          by the Employer will be determined as if the Employee
                          After-tax and Matching Contributions were made under
                          a single plan. For purposes of this paragraph, if a
                          Highly Compensated Employee participates in two or
                          more such plans which have different Plan Years, all
                          plans ending with or within the same calendar year
                          will be treated as a single plan.

                 (5)      Contribution Percentage Test
                          The Contribution Percentage Test is a test applied on
                          a Plan Year basis to determine whether a plan meets
                          the requirements of Code Section 401(m).

                          In each of the following tests, the Contribution
                          Percentage for the Highly Compensated Group for a
                          Plan Year is compared with the Contribution
                          Percentage for the Non-highly Compensated Group for
                          the preceding Plan Year (or the current Plan Year if
                          elected by the Employer; provided, however, that if
                          such an election is made, it may not be changed
                          except as provided by the Secretary of the Treasury).





                                     4-5
<PAGE>   35
                          In the case of the first Plan Year of the Plan (if
                          this is not a successor plan within the meaning of
                          Treasury Regulation 1.401(k)-1(d)(3)), the
                          Contribution Percentage for the Non-highly
                          Compensated Group will be the Contribution Percentage
                          for the Non-highly Compensated Group for the first
                          Plan Year or, if the Employer elects to use 3% as the
                          Deferral Percentage for the first Plan Year, the
                          Contribution Percentage that would result if the
                          Deferral Percentage for each Non-highly Compensated
                          Participant were 3%.

                          The Contribution Percentage Test may be met by either
                          satisfying the General Contribution Percentage Test
                          or the Alternative Contribution Percentage Test.

                          The General Contribution Percentage Test is satisfied
                          if the Contribution Percentage for the Highly
                          Compensated Group does not exceed 125% of the
                          Contribution Percentage for the Non-highly
                          Compensated Group.

                          The Alternative Contribution Percentage Test is
                          satisfied if the Contribution  Percentage for the
                          Highly Compensated Group does not exceed the lesser
                          of:

                                  o        the Contribution Percentage for the
                                           Non-highly Compensated Group plus 2
                                           percentage points, or

                                  o        the Contribution Percentage for the
                                           Non-highly Compensated Group
                                           multiplied by 2.0.

                          If (i) one or more Highly Compensated Employees of
                          the Employer or any Related Employer are eligible to
                          participate in both a Cash or Deferred Arrangement
                          and a plan which provides for Employee After-tax
                          Contributions or Matching Contributions, (ii) the
                          Deferral Percentage for the Highly Compensated Group
                          does not satisfy the General Deferral Percentage
                          Test, and (iii) the Contribution Percentage for the
                          Highly Compensated Group does not satisfy the General
                          Contribution Percentage Test, then the Contribution
                          Percentage Test will be deemed to be satisfied only
                          if the sum of the Deferral Percentage and the
                          Contribution Percentage for the Highly Compensated
                          Group does not exceed the Aggregate Limit.

                          The Plan will not fail to satisfy the Contribution
                          Percentage test merely because all of the Eligible
                          Employees under the Plan for a Plan Year are Highly
                          Compensated Employees.

                 (6)      Deferral Percentage
                          Deferral Percentage means, for any specified group,
                          the average of the ratios calculated (to the nearest
                          one-hundredth of one percent) separately for each
                          Participant in the group, of the amount of Elective
                          Contributions which are made on behalf of each
                          Participant for a Plan Year to each Participant's
                          Compensation for the Plan Year.





                                     4-6
<PAGE>   36
                          For purposes of determining the Deferral Percentage,
                          each Employee who is eligible under the terms of the
                          Plan to have contributions made on his behalf is
                          treated as a Participant. The Deferral Percentage of
                          an eligible Employee who makes no Elective
                          Contribution is zero.

                          The Deferral Percentage of a Participant who is a
                          Highly Compensated Employee for the Plan Year and who
                          is eligible to have Elective Contributions (including
                          Nonelective Contributions or Matching Contributions
                          which are treated as Elective Contributions for
                          purposes of the Deferral Percentage Test) allocated
                          to his accounts under two or more Cash or Deferred
                          Arrangements which are maintained by the Employer
                          will be determined as if the Elective Contributions
                          were made under a single Arrangement. For purposes of
                          this paragraph, if a Highly Compensated Employee
                          participates in two or more Cash or Deferred
                          Arrangements which have different Plan Years, all
                          Cash or Deferred Arrangements ending with or within
                          the same calendar year will be treated as a single
                          Arrangement.

                 (7)      Deferral Percentage Test
                          The Deferral Percentage Test is a test applied on a
                          Plan Year basis to determine whether a plan meets the
                          requirements of Code Section 401(k).

                          In each of the following tests, the Deferral
                          Percentage for the Highly Compensated Group for a
                          Plan Year is compared with the Deferral Percentage
                          for the Non-highly Compensated Group for the
                          preceding Plan Year (or the current Plan Year if
                          elected by the Employer; provided, however, that if
                          such an election is made, it may not be changed
                          except as provided by the Secretary of the Treasury).

                          In the case of the first Plan Year of the Plan (if
                          this is not a successor plan within the meaning of
                          Treasury Regulation 1.401(k)-1(d)(3)), the Deferral
                          Percentage for the Non-highly Compensated Group will
                          be 3%, or, if elected by the Employer, the actual
                          Deferral Percentage for the Non-highly Compensated
                          Group for the first Plan Year.

                          The Deferral Percentage Test may be met by either
                          satisfying the General Deferral Percentage Test or
                          the Alternative Deferral Percentage Test.

                          The General Deferral Percentage Test is satisfied if
                          the Deferral Percentage for the Highly Compensated
                          Group does not exceed 125% of the Deferral Percentage
                          for the Non-highly Compensated Group.

                          The Alternative Deferral Percentage Test is satisfied
                          if the Deferral Percentage for the Highly Compensated
                          Group does not exceed the lesser of:

                                  o        the Deferral Percentage for the
                                           Non-highly Compensated Group plus 2
                                           percentage points, or





                                     4-7
<PAGE>   37
                                  o        the Deferral Percentage for the
                                           Non-highly Compensated Group
                                           multiplied by 2.0.

                          If (i) one or more Highly Compensated Employees of
                          the Employer or any Related Employer are eligible to
                          participate in both a Cash or Deferred Arrangement
                          and a plan which provides for Employee After-tax
                          Contributions or Matching Contributions, (ii) the
                          Deferral Percentage for the Highly Compensated Group
                          does not satisfy the General Deferral Percentage
                          Test, and (iii) the Contribution Percentage for the
                          Highly Compensated Group does not satisfy the General
                          Contribution Percentage Test, then the Deferral
                          Percentage Test will be deemed to be satisfied only
                          if the sum of the Deferral Percentage and the
                          Contribution Percentage for the Highly Compensated
                          Group does not exceed the Aggregate Limit.

                          The Plan will not fail to satisfy the Deferral
                          Percentage test merely because all of the Eligible
                          Employees under the Plan for a Plan Year are Highly
                          Compensated Employees.

                 (8)      Elective Contribution
                          Elective Contribution means any contribution made by
                          the Employer to a Cash or Deferred Arrangement on
                          behalf of and at the election of an Employee. An
                          Elective Contribution will be taken into account for
                          a given Plan Year only if:

                                  o        The Elective Contribution is
                                           allocated to the Participant's
                                           Account as of a date within the Plan
                                           Year to which it relates;

                                  o        The allocation is not contingent
                                           upon the Employee's participation in
                                           the Plan or performance of services
                                           on any date after the allocation
                                           date;

                                  o        The Elective Contribution is
                                           actually paid to the trust no later
                                           than 12 months after the end of the
                                           Plan Year to which the Elective
                                           Contribution relates; and

                                  o        The Elective Contribution relates to
                                           Compensation which either (i) but
                                           for the Participant's election to
                                           defer, would have been received by
                                           the Participant in the Plan Year or
                                           (ii) is attributable to services
                                           performed by the Participant in the
                                           Plan Year and, but for the
                                           Participant's election to defer,
                                           would have been received by the
                                           Participant within two and one-half
                                           months after the close of the Plan
                                           Year.

                          Elective Contributions will be treated as Employer
                          Contributions for purposes of Code Sections 401(a),
                          401(k), 402(a), 404, 409, 411, 412, 415, 416, and 417.





                                     4-8
<PAGE>   38
                 (9)      Elective Deferral
                          Elective Deferral means the sum of the following:

                                  o        Any Elective Contribution to any
                                           Cash or Deferred Arrangement to the
                                           extent it is not includable in the
                                           Participant's gross income for the
                                           taxable year of contribution;

                                  o        Any employer contribution to a
                                           simplified employee pension as
                                           defined in Code Section 408(k) to
                                           the extent not includable in the
                                           Participant's gross income for the
                                           taxable year of contribution;

                                  o        Any employer contribution to an
                                           annuity contract under Code Section
                                           403(b) under a salary reduction
                                           agreement to the extent not
                                           includable in the Participant's
                                           gross income for the taxable year of
                                           contribution; plus

                                  o        Any employee contribution designated
                                           as deductible under a trust
                                           described in Code Section 501(c)(18)
                                           for the taxable year of
                                           contribution.

                 (10)     Eligible Employee

                          Eligible Employee means an Employee who is directly or
                          indirectly eligible to make a Cash or Deferred
                          Election under the Plan for all or a portion of the
                          Plan Year. An Employee who is unable to make a Cash or
                          Deferred Election because the Employee has not
                          contributed to another plan is also an Eligible
                          Employee. An Employee who would be eligible to make
                          Elective Contributions but for a suspension due to a
                          distribution, a loan, or an election not to
                          participate in the Plan, is treated as an Eligible
                          Employee for purposes of Code Section 401(k)(3) and
                          401(m) for a Plan Year even though the Employee may
                          not make a Cash or Deferred Election due to the
                          suspension. Also, an Employee will not fail to be
                          treated as an Eligible Employee merely because the
                          employee may receive no additional Annual Additions
                          because of Code Section 415(c)(1) or 415(e).

                 (11)     Employee After-tax Contribution
                 
                          Employee After-tax Contribution means any contribution
                          made by an Employee to any plan maintained by the
                          Employer or any Related Employer which is other than
                          an Elective Contribution and which is designated or
                          treated at the time of contribution as an after-tax
                          contribution. Employee After-tax Contributions include
                          amounts attributable to Excess Contributions which are
                          recharacterized as Employee After-tax Contributions.

                 (12)     Excess Contribution
                          Excess Contribution means, for each member of the
                          Highly Compensated Group, the amount of Elective
                          Contribution (including any Qualified Nonelective
                          Contributions and Qualified Matching Contributions
                          which are treated as Elective Contributions)





                                     4-9
<PAGE>   39
                 which exceeds the maximum contribution which could be made if
                 the Deferral Percentage Test were to be satisfied.

         (13)    Excess Aggregate Contribution
                 Excess Aggregate Contribution means, for each member of the
                 Highly Compensated Group, the amount of Employee After-tax and
                 Matching Contributions (including any Qualified Nonelective
                 Contributions and Elective Contributions which are treated as
                 Matching Contributions) which exceeds the maximum contribution
                 which could be made if the Contribution Percentage Test were
                 to be satisfied.

         (14)    Excess Deferral
                 Excess Deferral means, for a given calendar year, that amount
                 by which each Participant's total Elective Deferrals under all
                 plans of all employers exceed the dollar limit in effect under
                 Code Section 402(g) for the calendar year.

         (15)    Matching Contribution
                 Matching Contribution means any contribution made by the
                 Employer to any plan maintained by the Employer or any Related
                 Employer which is based on an Elective Contribution or an
                 Employee After-tax Contribution together with any forfeiture
                 allocated to the Participant's Account on the basis of
                 Elective Contributions, Employee After-tax Contributions or
                 Matching Contributions. A Matching Contribution will be taken
                 into account for a given Plan Year only if:

                          o       The Matching Contribution is allocated to a
                                  Participant's Account as of a date within the
                                  Plan Year to which it relates;

                          o       The allocation is not contingent upon the
                                  Employee's participation in the Plan or
                                  performance of services on any date after the
                                  allocation date;

                          o       The Matching Contribution is actually paid to
                                  the Trust no later than 12 months after the
                                  end of the Plan Year to which the Matching
                                  Contribution relates; and

                          o       The Matching Contribution is based on an
                                  Elective or Employee After-tax Contribution
                                  for the Plan Year.

                 Any contribution or allocation, other than a Qualified
                 Nonelective Contribution, which is used to meet the minimum
                 contribution or benefit requirement of Code Section 416 is not
                 treated as being based on Elective Contributions or Employee
                 After-tax Contributions and therefore is not treated as a
                 Matching Contribution.

                 Qualified Matching Contribution means a Matching Contribution
                 which is 100% vested and may be withdrawn or distributed only
                 under the conditions described in Treasury Regulation
                 1.401(k)-1(d).





                                     4-10
<PAGE>   40
         (16)    Nonelective Contribution
                 Nonelective Contribution means any Employer Contribution,
                 other than a Matching Contribution, which meets all of the
                 following requirements:

                          o       The Nonelective Contribution is allocated to
                                  a Participant's Account as of a date within
                                  the Plan Year to which it relates;

                          o       The allocation is not contingent upon the
                                  Employee's participation in the Plan or
                                  performance of services on any date after the
                                  allocation date;

                          o       The Nonelective Contribution is actually paid
                                  to the Trust no later than 12 months after
                                  the end of the Plan Year to which the
                                  Nonelective Contribution relates; and

                          o       The Employee may not elect to have the
                                  Nonelective Contribution paid in cash in lieu
                                  of being contributed to the Plan.

                 Qualified Nonelective Contribution means a Nonelective
                 Contribution which is 100% vested and may be withdrawn or
                 distributed only under the conditions described in Treasury
                 Regulation 1.401(k)-1(d).

         (b)     Application of Deferral Percentage Test
                 All Elective Contributions, including any Elective
                 Contributions which are treated as Employee After- tax or
                 Matching Contributions with respect to the Contribution
                 Percentage Test, must satisfy the Deferral Percentage Test.
                 Furthermore, any Elective Contributions which are not treated
                 as Employee After-tax or Matching Contributions with respect
                 to the Contribution Percentage Test must satisfy the Deferral
                 Percentage Test. The Plan Administrator will determine as soon
                 as administratively feasible after the end of the Plan Year
                 whether the Deferral Percentage Test has been satisfied. If
                 the Deferral Percentage Test is not satisfied, the Employer
                 may elect to make an additional contribution to the Plan on
                 account of the Non-highly Compensated Group. The additional
                 contribution will be treated as a Nonelective Contribution.

                 If the Deferral Percentage Test is not satisfied after any
                 Nonelective Contributions, the Plan Administrator may, in its
                 sole discretion, recharacterize all or any portion of the
                 Excess Contribution of each Highly Compensated Employee as an
                 Employee After-tax Contribution if Employee After-tax
                 Contributions are otherwise allowed by the Plan.  If so, the
                 Plan Administrator will notify all affected Participants and
                 the Internal Revenue Service of the amount recharacterized no
                 later than the 15th day of the third month following the end
                 of the Plan Year in which the Excess Contribution was made.
                 Excess Contributions will be includable in the Participant's
                 gross income on the earliest date any Elective Contribution
                 made on behalf of the Participant during the Plan Year would
                 have been received by the Participant had the Participant
                 elected to receive the amount in cash. Recharacterized Excess
                 Contributions will





                                     4-11
<PAGE>   41
                 continue to be treated as Employer Contributions that are
                 Elective Contributions for all other purposes under the Code,
                 including Code Sections 401(a) (other than 401(a)(4) and
                 401(m)), 404, 409, 411, 412, 415, 416, 417 and 401(k)(2). With
                 respect to the Plan Year for which the Excess Contribution was
                 made, the Plan Administrator will treat the recharacterized
                 amount as an Employee After-tax Contribution for purposes of
                 the Deferral Percentage Test and the Contribution Percentage
                 Test and for purposes of determining whether the Plan meets
                 the requirements of Code Section 401(a)(4), but not for any
                 other purposes under this Plan. Therefore, recharacterized
                 amounts will remain subject to the nonforfeiture requirements
                 and distribution limitations which apply to Elective
                 Contributions.

                 If the Deferral Percentage Test is still not satisfied, then
                 after the close of the Plan Year in which the Excess
                 Contribution arose but within 12 months after the close of
                 that Plan Year, the Plan Administrator will distribute the
                 Excess Contributions, together with allocable income, to
                 Participants of the Highly Compensated Group. Failure to do so
                 will cause the Plan to not satisfy the requirements of Code
                 Section 401(a)(4) for the Plan Year for which the Excess
                 Contribution was made and for all subsequent Plan Years for
                 which the Excess Contribution remains uncorrected.

                 The amount of Excess Contribution to be distributed to a
                 Highly Compensated Employee for a Plan Year will be reduced by
                 any Excess Deferrals previously distributed to the Participant
                 for the calendar year ending with or within the Plan Year in
                 accordance with Code Section 402(g)(2).

                 Excess Contributions will be treated as Employer Contributions
                 for purposes of Code Sections 404 and 415 even if distributed
                 from the Plan.

         (c)     Application of Contribution Percentage Test
                 Employee After-tax Contributions and Matching Contributions,
                 disregarding any Matching Contributions which are treated AS
                 Elective Contributions with respect to the Deferral Percentage
                 Test, must satisfy the Contribution Percentage Test. The Plan
                 Administrator will determine as soon as administratively
                 feasible after the end of the Plan Year whether the
                 Contribution Test has been satisfied. If the Contribution
                 Percentage Test is not satisfied, the Employer may elect to
                 make an additional contribution to the Plan for the benefit of
                 the Non-Highly Compensated Group. The additional contribution
                 will be treated as a Nonelective Contribution.

                 If the Contribution Percentage Test is still not satisfied,
                 then after the close of the Plan Year in which the Excess
                 Aggregate Contribution arose but within 12 months after the
                 close of that Plan Year, the Plan Administrator will
                 distribute (or forfeit, to the extent not vested) the Excess
                 Aggregate Contributions, together with allocable income, to
                 Participants of the Highly Compensated Group. Failure to do so
                 will cause the Plan to not satisfy the requirements of Code
                 Section 401(a)(4) for the Plan Year for which the Excess
                 Aggregate Contribution was made and for all subsequent Plan
                 Years for which the Excess Aggregate Contribution remains
                 uncorrected.





                                     4-12
<PAGE>   42
                 The determination of any Excess Aggregate Contributions will
                 be made after the recharacterization of any Excess
                 Contributions as Employee After-tax Contributions.

                 Excess Aggregate Contributions, including forfeited Matching
                 Contributions, will be treated as Employer Contributions for
                 purposes of Code Sections 404 and 415 even if they are
                 distributed from the Plan.

                 Forfeited Matching Contributions that are reallocated to the
                 Accounts of other Participants are treated as Annual Additions
                 under Code Section 415 for the Participant whose Accounts they
                 are reallocated to and for the Participants from whose
                 Accounts they are forfeited.

         (d)     Reserved

         (e)     Reduction of Excess Amounts
                 For the purpose of determining the total amounts of Excess
                 Contributions and/or Excess Aggregate Contributions to be
                 recharacterized, returned to Participants or forfeited as the
                 case may be, the total Excess Contribution or total Excess
                 Aggregate Contribution will be reduced in a manner so that the
                 Deferral Percentage or the Contribution Percentage (Relevant
                 Percentage) of the affected Participant(s) with the highest
                 Relevant Percentage will first be lowered to a point not less
                 than the level of the affected Participant(s) with the next
                 highest Relevant Percentage. If further overall reductions are
                 required to satisfy the relevant test, each of the above
                 Participants' (or groups of Participants') Relevant Percentage
                 will be lowered to a point not less than the level of the
                 affected Participant(s) with the next highest Relevant
                 Percentage, and so on continuing until sufficient total
                 reductions have occurred to achieve satisfaction of the
                 relevant test.

                 The total Excess Contributions or Excess Aggregate
                 Contributions so determined shall then be recharacterized,
                 returned to Participants or forfeited in such a manner that
                 the amount of contribution allocated to the Highly Compensated
                 Participant(s) by or for whom the highest amount of
                 contributions have been made during the Plan Year will first
                 be lowered to an amount not less than the amount made by or
                 for the Highly Compensated Participant with the next highest
                 amount of contributions made during the Plan Year. If further
                 reductions are required to reduce the accounts of Highly
                 Compensated Participants by the total of all Excess
                 Contributions or Excess Aggregate Contributions, each of the
                 above Participant's contributions will be lowered to a point
                 not less than the level of the Highly Compensated Participant
                 with the next highest amount of contribution made during the
                 Plan Year, and so on continuing until sufficient total
                 reductions have been made to equal the total amount of Excess
                 Contributions and/or Excess Aggregate Contributions as the
                 case may be.

         (f)     Priority of Reductions
                 The Plan Administrator will determine the method and order of
                 correcting Excess Contributions and Excess Aggregate
                 Contributions. The method of correcting Excess Contributions
                 and Excess Aggregate Contributions must meet the requirements
                 of





                                     4-13
<PAGE>   43
                 Code Section 401(a)(4). The determination of whether a rate of
                 Matching Contribution discriminates under Code Section
                 401(a)(4) will be made after making any corrective
                 distributions of Excess Deferrals, Excess Contributions and
                 Excess Aggregate Contributions.

                 Excess Aggregate Contributions (and any attributable income)
                 will be corrected first, by distributing any excess Employee
                 After-tax Contributions (and any attributable income); then by
                 distributing vested excess Matching Contributions (and any
                 attributable income); and finally, by forfeiting or
                 distributing non-vested Matching Contributions (and any
                 attributable income).  The Plan will not distribute Employee
                 After-tax Contributions while the Matching Contributions based
                 upon those Employee After-tax Contributions remain allocated.

         (g)     Income
                 The income allocable to any Excess Contribution made to a
                 given Account for a given Plan Year will be equal to the total
                 income allocated to the Account for the Plan Year, multiplied
                 by a fraction, the numerator of which is the amount of the
                 Excess Contribution and the denominator of which is equal to
                 the sum of the balance of the Account at the beginning of the
                 Plan Year plus the Participant's Elective Contributions and
                 amounts treated as Elective Contributions for the Plan Year.

                 The income allocable to any Excess Aggregate Contribution made
                 to a given Account for a given Plan Year will be equal to the
                 total income allocated to the Account for the Plan Year,
                 multiplied by a fraction, the numerator of which is the amount
                 of the Excess Aggregate Contribution and the denominator of
                 which is equal to the sum of the balance of the Account at the
                 beginning of the Plan Year plus the Participant's Employee
                 After-tax and Matching Contributions and amounts treated as
                 Employee After-tax and Matching Contributions for the Plan
                 Year.

                 Notwithstanding the foregoing, the Plan may use any reasonable
                 method for computing the income allocable to any Excess
                 Contribution or Excess Aggregate Contribution provided the
                 method does not violate Code Section 401(a)(4), is used
                 consistently for all corrective distributions under the Plan
                 for the Plan Year, and is used by the Plan for allocating
                 income to the Participants' Accounts.

                 Income includes all earnings and appreciation, including
                 interest, dividends, rents, royalties, gains from the sale of
                 property, and appreciation in the value of stocks, bonds,
                 annuity and life insurance contracts and other property,
                 regardless of whether the appreciation has been realized.

         (h)     Treatment as Elective Contributions
                 The Plan Administrator may, in its discretion, treat all or
                 any portion of Qualified Nonelective Contributions or
                 Qualified Matching Contributions or both, whether to this Plan
                 or to any other qualified plan which has the same Plan Year
                 and is maintained by the Employer or a Related Employer, as
                 Elective Contributions for purposes of satisfying the Deferral
                 Percentage Test if they meet all of the following
                 requirements:





                                     4-14
<PAGE>   44
                          o       All Nonelective Contributions, including the
                                  Qualified Nonelective Contributions treated
                                  as Elective Contributions for purposes of the
                                  Deferral Percentage Test, satisfy the
                                  requirements of Code Section 401(a)(4);

                          o       Any Nonelective Contributions which are not
                                  treated as Elective Contributions for
                                  purposes of the Deferral Percentage Test or
                                  as Matching Contributions for purposes of the
                                  Contribution Percentage Test satisfy the
                                  requirements of Code Section 401(a)(4);

                          o       The Qualified Matching Contributions which
                                  are treated as Elective Contributions for
                                  purposes of the Deferral Percentage Test are
                                  not taken into account in determining whether
                                  any Employee After-tax Contributions or other
                                  Matching Contributions satisfy the
                                  Contribution Percentage Test;

                          o       Any Matching Contributions which are not
                                  treated as Elective Contributions for
                                  purposes of the Deferral Percentage Test
                                  satisfy the requirements of Code Section
                                  401(m); and

                          o       The plan which includes the Cash or Deferred
                                  Arrangement and the plan or plans to which
                                  the Qualified Nonelective Contributions and
                                  Qualified Matching Contributions are made
                                  could be aggregated for purposes of Code
                                  Section 410(b).

         (i)     Treatment as Matching Contributions
                 The Plan Administrator may, in its discretion, treat all or
                 any portion of Qualified Nonelective Contributions or Elective
                 Contributions or both, whether to this Plan or to any other
                 qualified plan which has the same Plan Year and is maintained
                 by the Employer or a Related Employer, as Matching
                 Contributions for purposes of satisfying the Contribution
                 Percentage Test if they meet all of the following
                 requirements:

                          o       All Nonelective Contributions, including the
                                  Qualified Nonelective Contributions treated
                                  as Matching Contributions for purposes of the
                                  Contribution Percentage Test, satisfy the
                                  requirements of Code Section 401(a)(4);

                          o       Any Nonelective Contributions which are not
                                  treated as Elective Contributions for
                                  purposes of the Deferral Percentage Test or
                                  as Matching Contributions for purposes of the
                                  Contribution Percentage Test satisfy the
                                  requirements of Code Section 401(a)(4);





                                     4-15
<PAGE>   45
                          o       The Elective Contributions which are treated
                                  as Matching Contributions for purposes of the
                                  Contribution Percentage Test are not taken
                                  into account in determining whether any other
                                  Elective Contributions satisfy the Deferral
                                  Percentage Test;

                          o       The Qualified Nonelective Contributions and
                                  Elective Contributions which are treated as
                                  Matching Contributions for purposes of the
                                  Contribution Percentage Test are not taken
                                  into account in determining whether any other
                                  contributions or benefits satisfy Code
                                  Section 401(a); and

                          o       All Elective Contributions, including those
                                  treated as Matching Contributions for
                                  purposes of the Contribution Percentage Test,
                                  satisfy the requirements of Code Section
                                  401(k)(3); and

                          o       The plan that takes Qualified Nonelective
                                  Contributions and Elective Contributions into
                                  account in determining whether Employee
                                  After-tax and Matching Contributions satisfy
                                  the requirements of Code Section 401(m)(2)(A)
                                  and the plan or plans to which the Qualified
                                  Nonelective Contributions and Elective
                                  Contributions are made could be aggregated
                                  for purposes of Code Section 410(b).

         (j)     Aggregation of Plans
                 If the Employer or a Related Employer sponsors one or more
                 other plans which include a Cash or Deferred Arrangement, the
                 Employer may elect to treat any two or more of such plans as
                 an aggregated single plan for purposes of satisfying Code
                 Sections 401(a)(4), 401(k) and 410(b). The Cash of Deferred
                 Arrangements included in such aggregated plans will be treated
                 as a single Arrangement for purposes of this Section.
                 However, only those plans that have the same plan year may be
                 so aggregated.

                 If the Employer or a Related Employer sponsors one or more
                 other plans to which Employee After-tax Contributions or
                 Matching Contributions are made, the Employer may elect to
                 treat any two or more of such plans as an aggregated single
                 plan for purposes of satisfying Code Sections 401(a)(4),
                 401(m) and 410(b). However, only those plans that have the
                 same plan year may be so aggregated.

                 Any such aggregation must be made in accordance with Treasury
                 Regulation 1.401(k)-1(b)(3). For example, contributions and
                 allocations under the portion of  a plan described in Code
                 Section 4975(e)(7) (an ESOP) may not be aggregated with the
                 portion of a plan not described in Code Section 4975(e)(7) (a
                 non- ESOP) for purposes of determining whether the ESOP or
                 non-ESOP satisfies the requirements of Code Sections
                 401(a)(4), 401(k), 401(m) and 410(b).

                 Plans that could be aggregated under Code Section 410(b) but
                 that are not actually aggregated for a Plan Year for purposes
                 of Code Section 410(b) may not be aggregated for purposes of
                 Code Sections 401(k) and 401(m).





                                     4-16
<PAGE>   46
                                   ARTICLE 5

                              RETIREMENT BENEFITS

5.01     Valuation of Accounts
         For purposes of this Article, the value of a Participant's Accrued
         Benefit will be determined as of the Valuation Date his Accounts are
         liquidated to effect his distribution.

5.02     Normal Retirement
         After an Active Participant reaches his Normal Retirement Date, he may
         elect to retire. Upon such retirement he will become a Retired
         Participant and his Accrued Benefit will become distributable to him.
         A Participant's Accrued Benefit will become nonforfeitable no later
         than the date upon which he attains his Normal Retirement Age. The
         form and timing of benefit payment will be governed by the provisions
         of Section 5.05.

5.03     Disability Retirement
         In the event of a Participant's termination due to Disability, he will
         be entitled to begin to receive a distribution of his Accrued Benefit
         which will become nonforfeitable as of his date of termination. The
         form and timing of benefit payment will be governed by the provisions
         of Section 5.05.

         Disability means the determination by the Plan Administrator that a
         Participant is unable by reason of any medically determinable physical
         or mental impairment to perform the usual duties of his employment or
         of any other employment for which he is reasonably qualified based
         upon his education, training and experience.

5.04     Termination of Employment

         (a)     In General
                 If a Participant's employment terminates for any reason other
                 than retirement, death, or Disability, his Accrued Benefit
                 will become distributable to him as of the last day of the
                 month which coincides with or next follows the last date upon
                 which any contributions on the Participant's behalf are made
                 to the Trust following the Participant's date of termination
                 of employment (or as of such earlier date as determined by the
                 Plan Administrator in a uniform and nondiscriminatory manner).
                 The form and timing of benefit payment will be governed by the
                 provisions of Section 5.05.

         (b)     Cash-Out Distribution
                 If a Participant terminates employment and receives a
                 distribution equal to the Vested Percentage of his Company
                 Matching Account, a Cash-Out Distribution will have occurred
                 if the following conditions are met:

                 (1)      The Participant was less than 100% vested in his
                          Company Matching Account; and





                                     5-1
<PAGE>   47
                 (2)      The entire distribution is made before the last day
                          of the second Plan Year following the Plan Year in
                          which the Participant terminated employment.

                 (c)      Restoration of Company Matching Account

                          If, following the date of a Cash-Out Distribution, a
                          Participant returns to an Eligible Employee
                          Classification prior to incurring 5 consecutive One
                          Year Breaks-in-Service, then the Participant will
                          have the right to repay to the Trustee, within 5
                          years after his return date, the portion of the
                          Cash-Out Distribution which was attributable to his
                          Company Matching Account in order to restore such
                          Account to its value as of the date of the Cash-Out
                          Distribution.

                          The Plan Administrator will restore an eligible
                          Participant's Company Matching Account as of the
                          Accounting Date coincident with or immediately
                          following the complete repayment of the Cash-Out
                          Distribution. To restore the Participant's Company
                          Matching Account, the Plan Administrator, to the
                          extent necessary, will, under rules and guidelines
                          applied in a uniform and nondiscriminatory manner,
                          first allocate to the Participant's Company Matching
                          Account the amount, if any, of Forfeitures which
                          would otherwise be allocated under Article 3. To the
                          extent such forfeitures for a particular Accounting
                          Period are insufficient to enable the Plan
                          Administrator to make the required restoration, the
                          Employer will contribute such additional amount as is
                          necessary to enable the Plan Administrator to make
                          the required restoration.  The Plan Administrator
                          will not take into account the allocation under this
                          Section in applying the limitation on allocations
                          under Article 7.

         (d)     Non-Vested Participant
                 If a Participant who is zero percent vested in his Company
                 Matching Account terminates employment, a Cash-Out
                 Distribution will be deemed to have occurred as of the
                 Participant's date of termination of employment.

                 If the Participant subsequently returns to an Eligible
                 Employee Classification prior to incurring five consecutive
                 One Year Breaks-in-Service, then the Participant will
                 immediately become entitled to a complete restoration of his
                 Company Matching Account as of the Accounting Date coincident
                 with or next following his date of re-employment. Such
                 restoration will be made in accordance with the provisions of
                 Section 5.04(c).

5.05     Form of Benefit Payment
         Subject to the provisions of Section 5.06, the Plan Administrator will
         direct the Trustee to make the payment of any benefit provided under
         this Plan upon the event giving rise to such benefit within 60 days
         following the receipt of a Participant's written request for the
         payment of benefits on a form provided by the Plan Administrator. The
         Plan Administrator may temporarily suspend such processing in the
         event of unusual or extraordinary circumstances such as the conversion
         of Plan records from one recordkeeper to another.





                                     5-2
<PAGE>   48
         The form of benefit will be a lump sum payment, unless the Participant
         elects a direct transfer pursuant to Section 5.07.

         If a Participant's Vested Accrued Benefit is in excess of $5,000, any
         payment of benefits prior to the Participant's Normal Retirement Date
         will be subject to the Participant's written consent. If the value of
         his Vested Accrued Benefit at the time of any distribution exceeds
         $5,000, the value of his Vested Accrued Benefit at any later time will
         be deemed to also exceed $5,000.

5.06     Commencement of Benefit
         Subject to the provisions of this Article, commencement of a benefit
         will, unless the Participant elects otherwise in writing, begin not
         later than the 60th day after the later of the close of the Plan Year
         in which the Participant attains Normal Retirement Age or the close of
         the Plan Year which contains the date the Participant terminates his
         service with the Employer.

         Payment of a Participant's benefits must begin no later than his
         Required Beginning Date.

         All distributions required under this Section will be determined and
         made in accordance with the regulations issued under Code Section
         401(a)(9), including those dealing with minimum distribution
         requirements.  Notwithstanding the provisions of Section 5.05, an
         Active Participant who is a Five Percent Owner and who has reached his
         Required Beginning Date will receive an annual distribution of his
         Accrued Benefit equal to the minimum required distribution determined
         under Code Section 401(a)(9).

         For purposes of this Section, life expectancy and joint and last
         survivor expectancy are to be computed by the use of the return
         multiples contained in Section 1.72-9 of the Income Tax Regulations.
         Unless the Participant elects otherwise by the time of the first
         required distribution, life expectancy of the Participant and the
         surviving spouse will be recalculated annually.  Such election shall
         be irrevocable.  The life expectancy of any other designated
         Beneficiary will be calculated at the time payment first begins
         without further recalculation.

         If the Participant dies after distribution of his interest has begun,
         the remaining portion of the interest will continue to be distributed
         at least as rapidly as under the method of distribution being used
         before the Participant's death.

5.07     Directed Transfer of Eligible Rollover Distributions

         (a)     General
                 Notwithstanding any provision of the Plan to the contrary that
                 would otherwise limit a Distributee's election under this
                 Section, a Distributee may elect, at the time and in the
                 manner prescribed by the Plan Administrator, to have any
                 portion of an Eligible Rollover Distribution paid directly to
                 an Eligible Retirement Plan specified by the Distributee in a
                 Direct Rollover.





                                     5-3
<PAGE>   49
         (b)     Eligible Rollover Distribution
                 An Eligible Rollover Distribution is any distribution of all
                 or any portion of the balance to the credit of the
                 Distributee, except that an Eligible Rollover Distribution
                 does not include: any distribution that is one of a series of
                 substantially equal periodic payments (not less frequently
                 than annually) made for the life (or life expectancy) of the
                 Distributee or the joint lives (or joint life expectancies) of
                 the Distributee and the Distributee's designated beneficiary,
                 or for a specified period of ten years or more; any
                 distribution to the extent such distribution is required under
                 section 401(a)(9) of the Code; and the portion of any
                 distribution that is not includible in gross income
                 (determined without regard to the exclusion for net unrealized
                 appreciation with respect to employer securities).

         (c)     Eligible Retirement Plan
                 An Eligible Retirement Plan is an individual retirement
                 account described in section 408(a) of the Code, an individual
                 retirement annuity described in section 408(b) of the Code, or
                 a qualified trust described in section 401(a) of the Code,
                 that accepts the Distributee's Eligible Rollover Distribution.
                 However, in the case of an Eligible Rollover Distribution to
                 the surviving spouse, an Eligible Retirement Plan is an
                 individual retirement account or individual retirement
                 annuity.

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

         (e)     Direct Rollover
                 A Direct Rollover is a payment by the Plan to the Eligible
                 Retirement Plan specified by the Distributee.

         (f)     Waiver of 30-Day Notice
                 If a distribution is one to which Code Sections 401(a)(11) and
                 417 do not apply, such 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:

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

                          o       the Participant, after receiving the notice,
                                  affirmatively elects to receive a
                                  distribution.





                                     5-4
<PAGE>   50
                                   ARTICLE 6

                                 DEATH BENEFIT

6.01     Valuation of Accounts
         For purposes of this Article, the value of a Participant's Accrued
         Benefit will be determined as of the Valuation Date his Accounts are
         liquidated to effect his distribution.

6.02     Death Benefit
         In the event of the death of a Participant prior to the date on which
         he receives a complete distribution of his benefit under the Plan, the
         Participant's Beneficiary will be entitled to receive the value of the
         Participant's Accrued Benefit.

6.03     Designation of Beneficiary
         Each Participant will be given the opportunity to designate a
         Beneficiary or Beneficiaries, and from time to time the Participant
         may file with the Plan Administrator a new or revised designation on
         the form provided by the Plan Administrator.  If a Participant is
         married, any designation of a Beneficiary other than the Participant's
         spouse must be consented to by the Participant's spouse pursuant to a
         Qualified Election.

         If a Participant dies without designating a Beneficiary, or if the
         Participant is predeceased by all designated Beneficiaries and
         contingent Beneficiaries, the Plan Administrator will distribute all
         benefits which are payable in the event of the Participant's death in
         the following manner and to the first of the following (who are listed
         in order of priority) who survive the Participant by at least 30 days:

                 o        All to the Participant's Surviving Spouse;

                 o        Equally among the then living children of the
                          Participant (by birth or adoption);

                 o        Among the Participant's then living lineal
                          descendants, by right of representation; or

                 o        The Participant's estate.





                                     6-1
<PAGE>   51
                                   ARTICLE 7

                            LIMITATIONS ON BENEFITS

7.01     Limitation on Annual Additions
         The amount of the Annual Addition which may be allocated under this
         Plan to any Participant's Account as of any Allocation Date will not
         exceed the Defined Contribution Limit (based upon his Aggregate
         Compensation up to such Valuation Date) reduced by the sum of any
         allocations of Annual Additions made to Participant's Accounts under
         this Plan as of any preceding Allocation Date within the Limitation
         Year.

         If the Annual Addition under this Plan on behalf of a Participant is
         to be reduced as of any Allocation Date as a result of the next
         preceding paragraph, the reduction will be, to the extent required,
         effected by first reducing Participant contributions (which increase
         the annual addition), then Forfeitures (if any), and then Employer
         contributions to be allocated under this Plan on behalf of the
         Participant as of the Allocation Date.

         Any necessary reduction will be made as follows:

         (a)     The amount of the reduction consisting of nondeductible
                 Participant contributions will be paid to the Participant as
                 soon as administratively feasible.

         (b)     The amount of the reduction consisting of any other
                 Participant contributions will be paid to the Participant as
                 soon as administratively feasible.

         (c)     The amount of the reduction consisting of Forfeitures will be
                 allocated and reallocated to other Accounts in accordance with
                 the Plan formula for allocating Forfeitures to the extent that
                 such allocations do not cause the additions to any other
                 Participant's Accounts to exceed the lesser of the Defined
                 Contribution Limit or any other limitation provided in the
                 Plan.

         (d)     The amount of the reduction consisting of Employer
                 contributions will be allocated and reallocated to other
                 Accounts in accordance with the Plan formula for Employer
                 Contributions to the extent that such allocations do not cause
                 the additions to any other Participant's Accounts to exceed
                 the lesser of the Defined Contribution Limit or any other
                 limitation provided in the Plan.

         (e)     To the extent that the reductions described in paragraph (d)
                 cannot be allocated to other Participant's Accounts, the
                 reductions will be allocated to a suspense account as
                 Forfeitures and held therein until the next succeeding
                 Allocation Date on which Forfeitures could be applied under
                 the provisions of the Plan.  All amounts held in a suspense
                 account must be applied as Forfeitures before any additional
                 contributions, which would constitute annual additions, may be
                 made to the Plan.  If the Plan terminates, the suspense
                 account will revert to the Employer to the extent it may not
                 be allocated to any Participant's Accounts.





                                     7-1
<PAGE>   52
         (f)     If a suspense account is in existence at any time during a
                 Limitation Year pursuant to this Section, it will not
                 participate in the allocation of the Trust Fund's investment
                 gains and losses.

7.02     Where Employer Maintains Another Qualified Plan

         (a)     Where Employer Maintains Another Qualified Defined
                 Contribution Plan
                 If the Employer maintains this Plan and one or more other
                 qualified defined contribution plans, one or more welfare
                 benefit funds (as defined in Code Section 419(e)), or one or
                 more individual medical accounts (as defined in Code Section
                 415(1)(2)), all of which are referred to in this Article 7 as
                 qualified defined contribution plans, the Annual Additions
                 allocated under this Plan to any Participant's Accounts will
                 be limited in accordance with the allocation provisions of
                 this Section 7.02(a).

                 The amount of the Annual Additions which may be allocated
                 under this Plan to any Participant's Accounts as of any
                 Allocation Date will not exceed the Defined Contribution Limit
                 (based upon Aggregate Compensation up to the allocation date)
                 reduced by the sum of any allocations of Annual Additions made
                 to the Participant's Accounts under this Plan and any other
                 qualified defined contribution plans maintained by the
                 Employer as of any earlier Allocation Date within the
                 Limitation Year.

                 If an Allocation Date of this Plan coincides with an
                 Allocation Date of any other plan described in the above
                 paragraph, the amount of Annual Additions to be allocated on
                 behalf of a Participant under this Plan as of such date will
                 be an amount equal to the product of the amount described in
                 the next preceding paragraph multiplied by a fraction (not to
                 exceed 1.0), the numerator of which is the amount to be
                 allocated under this Plan without regard to this Article
                 during the Limitation Year and the denominator of which is the
                 amount that would otherwise be allocated on this Allocation
                 Date under all plans without regard to this Article 7.

                 If the Annual Addition under this Plan on behalf of a
                 Participant is to be reduced as of any Allocation Date as a
                 result of the next preceding two paragraphs, the reduction
                 will be, to the extent required, effected by first reducing
                 Participant contributions (which increase the annual
                 addition), then Forfeitures (if any), and then any Employer
                 contributions, to be allocated under this Plan on behalf of
                 the Participant as of the Allocation Date.

                 If as a result of the first four paragraphs of this Section
                 7.02 the allocation of additions is reduced, the reduction
                 will be treated in the manner described in the third paragraph
                 of Section 7.01.




                                     7-2

<PAGE>   53
         (b)     Where Employer Maintains a Qualified Defined Benefit Plan

                 (1)      In General
                          If the Employer maintains (or has ever maintained),
                          in addition to this Plan, one or more qualified
                          defined benefit plans, then for any Limitation Year,
                          the sum of the Defined Benefit Plan Fraction and the
                          Defined Contribution Plan Fraction will not exceed
                          1.0.  If, in any Limitation Year, the sum of the
                          Defined Benefit Plan Fraction and the Defined
                          Contribution Plan Fraction for a Participant would
                          exceed 1.0 without adjustment to the amount of the
                          annual benefit that can be paid to the Participant
                          under the defined benefit plan, then the amount of
                          annual benefit that would otherwise be paid to the
                          Participant under the defined benefit plan will be
                          reduced to the extent necessary to reduce the sum of
                          the Defined Benefit Plan Fraction and the Defined
                          Contribution Plan Fraction for the Participant to
                          1.0.

                 (2)      Transition Rule under TRA '86
                          If a plan was in existence on May 6, 1986, the
                          numerator of the Defined Contribution Plan Fraction
                          will be reduced (to not less than zero) as prescribed
                          by the Secretary of the Treasury by subtracting the
                          amount required to decrease the sum of the Defined
                          Contribution Plan Fraction plus the Defined Benefit
                          Plan Fraction to 1.0.  Such amount is determined (as
                          of the first day of the first Limitation Year
                          beginning on or after January 1, 1987) as the product
                          of:

                          (A)     The amount by which, without this adjustment,
                                  the sum of the Defined Contribution Plan
                                  Fraction plus the Defined Benefit Plan
                                  Fraction exceeds 1.0, multiplied by

                          (B)     The denominator of the Defined Contribution
                                  Plan Fraction, as computed through the last
                                  Limitation Year beginning before January 1,
                                  1987, disregarding any changes in the terms
                                  and conditions of the plan after May 5, 1986.

                          This subparagraph applies only if the defined benefit
                          plans individually and in the aggregate satisfied the
                          requirements of Code Section 415 for all Limitation
                          Years beginning before January 1, 1987.

                 (3)      Transition Rule under TEFRA
                          In the case of a plan which met the limitation of
                          Section 415 of the Code for the last Limitation Year
                          beginning before January 1, 1983, the numerator of
                          the Defined Contribution Plan Fraction will be
                          reduced (to not less than zero) as prescribed by the
                          Secretary of the Treasury by subtracting the amount
                          required to decrease the sum of the Defined
                          Contribution Plan Fraction plus the Defined Benefit
                          Plan Fraction to 1.0.  Such amount is determined (as
                          of the first day of the first Limitation Year
                          beginning on or after January 1, 1983) as the product
                          of:





                                     7-3
<PAGE>   54
                          (A)     The amount by which, without this adjustment,
                                  the sum of the Defined Contribution Plan
                                  Fraction plus the Defined Benefit Plan
                                  Fraction exceeds 1.0, multiplied by

                          (B)     The denominator of the Defined Contribution
                                  Plan Fraction, as computed through the last
                                  Limitation Year beginning before January 1,
                                  1983.

7.03     Definitions Applicable to Article 7

         (a)     Aggregate Compensation
                 Aggregate Compensation means a Participant's earned income,
                 wages, salaries, and fees for professional services, and other
                 amounts received for personal services actually rendered in
                 the course of employment with the employer maintaining the
                 plan (including, but not limited to, commissions paid to
                 salesmen, compensation for services on the basis of a
                 percentage of profits, commissions on insurance premiums, tips
                 and bonuses), and excluding the following:

                          o       Employer contributions to a plan of deferred
                                  compensation which are not included in the
                                  employee's gross income for the taxable year
                                  in which contributed or employer
                                  contributions under a simplified employee
                                  pension plan to the extent the contributions
                                  are deductible by the employee, or any
                                  distributions from a plan of deferred
                                  compensation;

                          o       Amounts realized from the exercise of a
                                  nonqualified stock option, or when restricted
                                  stock (or property) held by the employee
                                  either becomes freely transferable or is no
                                  longer subject to a substantial risk of
                                  forfeiture;

                          o       Amounts realized from the sale, exchange or
                                  other disposition of stock acquired under a
                                  qualified stock option; and

                          o       Other amounts which received special tax
                                  benefits, or contributions made by the
                                  employer (whether or not under a salary
                                  reduction agreement) toward the purchase of
                                  an annuity described in Code Section 403(b)
                                  (whether or not the amounts are actually
                                  excludable from the gross income of the
                                  employee).

                 For Plan Years beginning prior to January 1, 1998, Aggregate
                 Compensation excludes any amounts contributed by the Employer
                 or any Related Employer on behalf of any Employee pursuant to
                 a salary reduction agreement which are not includable in the
                 gross income of the Employee due to Code Section 125,
                 402(e)(3), 402(h), 402(k) or 403(b).





                                     7-4
<PAGE>   55
                 Notwithstanding the above, for Plan Years beginning on or
                 after January 1, 1998, Aggregate Compensation includes any
                 amounts contributed by the Employer or any Related Employer on
                 behalf of any Employee pursuant to a salary reduction
                 agreement which are not includable in the gross income of the
                 Employee due to Code Section 125, 402(e)(3), 402(h), 402(k) or
                 403(b).

                 Aggregate Compensation in excess of the Statutory Compensation
                 Limit is disregarded.

                 Aggregate Compensation for any Limitation Year is the
                 Aggregate Compensation actually paid or includable in gross
                 income in such year.

         (b)     Allocation Date
                 Allocation Date means the date with respect to which all or a
                 portion of employer contributions, employee contributions or
                 forfeitures or both are allocated to participant accounts
                 under a defined contribution plan.

         (c)     Annual Additions
                 For Plan Years beginning after December 31, 1986, Annual
                 Additions are the sum of the following amounts allocated to
                 any defined contribution plan maintained by the Employer
                 (including voluntary contributions to any defined benefit plan
                 maintained by the Employer) on behalf of a Participant for a
                 Limitation Year:

                          o       All Employee and Employer contributions;

                          o       All reallocated forfeitures;

                          o       Amounts allocated after March 31, 1984, to an
                                  individual medical account, as defined in
                                  Code Section 415(1)(2) which is part of a
                                  pension or annuity plan maintained by the
                                  Employer, and amounts derived from
                                  contributions paid or accrued after December
                                  31, 1985, in taxable years ending after that
                                  date, which are attributable to post-
                                  retirement medical benefits required by Code
                                  Section 401(h)(6) to be allocated to the
                                  separate account of a Key Employee under a
                                  welfare benefit plan (as defined in Code
                                  Section 419(e)) maintained by the Employer.

                 Contributions or forfeitures will be treated as Annual
                 Additions regardless of whether they constitute Excess
                 Deferrals, Excess Contributions or Excess Aggregate
                 Contributions within the meaning of the regulations under Code
                 Section 401(k) or 401(m) and regardless of whether they are
                 corrected through distribution or recharacterization. Excess
                 deferrals distributed in accordance with Treasury Regulation
                 1.402(g)-l(e)(2) or (3) are not Annual Additions.  The Annual
                 Addition for any Limitation Year beginning before January 1,
                 1987, will not be recomputed to treat all Employee After-tax
                 Contributions as Annual Additions.





                                     7-5
<PAGE>   56
         (d)     Annual Benefit
                 Annual Benefit means a benefit payable annually in the form of
                 a straight life annuity (with no ancillary benefits) under a
                 plan to which employees do not contribute and under which no
                 rollover contributions are made.

         (e)     Defined Benefit Compensation Limit
                 The Defined Benefit Compensation Limit is equal to 100% of the
                 Participant's average Aggregate Compensation for the three
                 consecutive calendar years (or other twelve consecutive month
                 periods adopted by the Employer pursuant to a Written
                 Resolution and applied on a uniform and consistent basis) of
                 service during which the Participant had the greatest
                 Aggregate Compensation.

                 Where the annual benefit is payable to a Participant in a form
                 other than a straight life annuity or a Qualified Joint and
                 Survivor Annuity, the Defined Benefit Compensation Limit will
                 be the Actuarial Equivalent of a straight life annuity
                 beginning at the same age.  No adjustment is required for the
                 following: pre-retirement disability benefits, pre-retirement
                 death benefits and post-retirement medical benefits.  For
                 purposes of this paragraph, the interest rate used in
                 adjusting the Defined Benefit Compensation Limit will be the
                 greater of (1) 5%, or (2) the post-retirement interest rate
                 specified in the plan for Actuarial Equivalent purposes.

                 Where the annual benefit is payable to a Participant who has
                 fewer than 10 years of service with the Employer or any
                 Related or Predecessor Employer, the Defined Benefit
                 Compensation Limit will be multiplied by a fraction, the
                 numerator of which is the Participant's number of years of
                 service with the Employer or Related or Predecessor Employer,
                 and the denominator of which is 10.

                 With regard to a Participant who has separated from service
                 with a nonforfeitable right to an Accrued Benefit, the Defined
                 Benefit Compensation Limit will be adjusted effective January
                 1 of each Calendar year.  For any Limitation Year beginning
                 after the separation occurs, the Defined Benefit Compensation
                 Limit will be equal to the Defined Benefit Compensation Limit
                 which was applicable to the Participant in the Limitation Year
                 in which he separated from service multiplied by a fraction,
                 the numerator of which is the Defined Benefit Dollar Limit for
                 the Limitation Year in which the Defined Benefit Compensation
                 Limit is being adjusted and the denominator of which is the
                 Defined Benefit Dollar Limit for the Limitation Year in which
                 the Participant separated from service.

         (f)     Defined Benefit Dollar Limit
                 The Defined Benefit Dollar Limit is equal to $90,000 for
                 calendar years 1984 through 1987.  As of January 1, 1988 and
                 as of January 1 of each subsequent calendar year, the dollar
                 limitation (described in Code Section 415(b)(1)(A)) as
                 determined by the Secretary of the Treasury for that calendar
                 year will become effective as the Defined Benefit Dollar Limit
                 for the calendar year.   For calendar years between 1976 and
                 1983, the Defined Benefit Dollar Limit is $75,000 as adjusted
                 by the Secretary of the Treasury under Code Section 415(d) for
                 that calendar year.  The Defined Benefit Dollar Limit for a
                 calendar year applies to Limitation Years ending with or
                 within that calendar year.





                                     7-6
<PAGE>   57
                 Where the annual benefit is payable to a Participant in a form
                 other than a straight life annuity or a Qualified Joint and
                 Survivor Annuity, the Defined Benefit Dollar Limit will be the
                 Actuarial Equivalent of a straight life annuity beginning at
                 the same age.  No adjustment is required for the following:
                 pre-retirement disability benefits, pre-retirement death
                 benefits, and post-retirement medical benefits.  For purposes
                 of this paragraph, the interest rate used for adjusting the
                 Defined Benefit Dollar Limit will be the greater of (1) 5%, or
                 (2) the post-retirement interest rate specified for Actuarial
                 Equivalent purposes.

                 Where the annual benefit is payable to a Participant who has
                 fewer than 10 years of participation in the Plan, the Defined
                 Benefit Dollar Limit will be multiplied by a fraction, the
                 numerator of which is the Participant's number of years (or
                 part thereof) of participation in the Plan, and the
                 denominator of which is 10.  To the extent provided by the
                 Secretary of the Treasury, this paragraph will be applied to
                 each change in the benefit structure of the Plan.

                 For a benefit commencing before a Participant's Social
                 Security Retirement Age but at or after age 62, the Defined
                 Benefit Dollar Limit will be adjusted in a manner which is
                 consistent with the reduction for old-age insurance benefits
                 commencing before Social Security Retirement Age under the
                 Social Security Act.  The reduction will be 5/9 of 1% for each
                 of the first 36 months and 5/12 of 1% for each additional
                 month (up to 24 months) by which benefits commence before the
                 month of the Participant's Social Security Retirement Age.
                 The Defined Benefit Dollar Limit for a benefit commencing
                 before age 62 will be adjusted to the Actuarial Equivalent of
                 the Defined Benefit Dollar Limit for a benefit commencing at
                 age 62 based on an interest rate equal to the greater of (1)
                 5%, or (2) the interest rate specified in the plan for
                 determining actuarial equivalence for early retirement.

                 For a benefit commencing after a Participant's Social Security
                 Retirement Age, the Defined Benefit Dollar Limit will be
                 adjusted to the actuarial equivalent of the Defined Benefit
                 Dollar Limit for a benefit commencing at the Participant's
                 Social Security Retirement Age.  For purposes of this
                 paragraph, the interest rate used for adjusting the Defined
                 Benefit Dollar Limit will be the lesser of (1) 5%, or (2) the
                 interest rate specified in the plan for determining actuarial
                 equivalence for early retirement.

         (g)     Defined Benefit Limit
                 The Defined Benefit Limit is the lesser of the Defined Benefit
                 Dollar Limit or the Defined Benefit Compensation Limit.

         (h)     Defined Benefit Plan Fraction Denominator
                 The Defined Benefit Plan Fraction Denominator with respect to
                 any Participant is the lesser of (1) the product of the
                 Defined Benefit Dollar Limit multiplied by 1.25, or





                                     7-7
<PAGE>   58
                 (2) the product of the Defined Benefit Compensation Limit
                 multiplied by 1.4. However, for purposes of determining the
                 Defined Benefit Plan Fraction Denominator, "years of service
                 with the Employer or any Related or Predecessor Employer" will
                 be substituted for "years of participation in the Plan"
                 wherever it appears in Section 7.03(f).

         (i)     Defined Benefit Plan Fraction
                 The Defined Benefit Plan Fraction is a fraction determined as
                 of the close of a Limitation Year, the numerator of which is
                 the Projected Annual Benefit payable to a Participant under
                 this Plan and the denominator of which is the Defined Benefit
                 Fraction Denominator.  If a Participant has participated in
                 more than one defined benefit plan maintained by the Employer,
                 the numerator of the Defined Benefit Plan Fraction is the sum
                 of the projected annual benefits payable to the Participant
                 under all of the defined benefit plans, whether or not
                 terminated.

         (j)     Defined Contribution Limit
                 The Defined Contribution Limit for a given Limitation Year is
                 equal to the lesser of (1) the Defined Contribution
                 Compensation Limit, which is 25% of Aggregate Compensation
                 applicable to the Limitation Year, or (2) the Defined
                 Contribution Dollar Limit, which, for calendar years after
                 1983 is the greater of $30,000 or one-fourth of the Defined
                 Benefit Dollar Limit for the Limitation Year, and for calendar
                 years between 1976 and 1983 is one-third of the Defined
                 Benefit Dollar Limit.  If a short Limitation Year is created
                 because of an amendment changing the Limitation Year to a
                 different 12 consecutive month period, the Defined
                 Contribution Dollar Limit is multiplied by a fraction, the
                 numerator of which is equal to the number of months in the
                 short Limitation Year and the denominator of which is 12.

         (k)     Defined Contribution Plan Fraction
                 The Defined Contribution Plan Fraction is a fraction
                 determined as of the close of a Limitation Year, the numerator
                 of which is the sum of the Annual Additions to the
                 Participant's Accounts under all defined contribution plans of
                 the Employer for the current and all prior Limitation Years
                 and the denominator of which is the sum of the Annual
                 Additions which would have been made for the Participant for
                 the current and all prior Limitation Years (for all prior
                 years of service with the Employer or any predecessor
                 Employer) if in each Limitation year the Annual Additions
                 equaled the lesser of (1) the product of the Defined
                 Contribution Compensation Limit for the Limitation Year
                 multiplied by 1.4, or (2) the product of the Defined
                 Contribution Dollar Limit for the Limitation Year multiplied
                 by 1.25.  The aggregate amount in the numerator of this
                 fraction due to years beginning before January 1, 1976 may not
                 exceed the aggregate amount in the denominator of this
                 fraction for all such years.

                 For purposes of this Section 7.03(k), the Annual Addition for
                 any Limitation Year beginning before January 1, 1987 will not
                 be recomputed to treat all Employee After-tax Contributions as
                 Annual Additions.





                                     7-8
<PAGE>   59
         (l)     Employer
                 The Employer is the Employer that adopts this Plan together
                 with all Related Employers.   For this purpose, the definition
                 of Related Employer in Section 1.33 of this Plan is modified
                 by Code Section 415(h).

         (m)     Limitation Year
                 The Limitation Year will be the 12 consecutive month period
                 which is specified in Article 1 of this Plan and which is
                 adopted for all qualified plans maintained by the Employer
                 pursuant to a Written Resolution adopted by the Employer.  In
                 the event of a change in the Limitation Year, the additional
                 limitations of Treasury Regulation Section 1.415-2(b)(4)(iii)
                 will also apply.

         (n)     Projected Annual Benefit
                 For purposes of this Section, a Participant's Projected Annual
                 Benefit is equal to the annual benefit to which a Participant
                 in a defined benefit Plan would be entitled under the terms of
                 the plan based on the following assumptions:

                          o       The Participant will continue employment
                                  until reaching normal retirement age as
                                  determined under the terms of the plan (or
                                  current age, if that is later);

                          o       The Participant's compensation for the
                                  Limitation Year under consideration will
                                  remain the same for all future years;

                          o       All other relevant factors used to determine
                                  benefits under the plan for the Limitation
                                  Year under consideration will remain constant
                                  for all future Limitation Years; and

                          o       The benefits resulting from any Participant
                                  Contributions or Rollover Contributions are
                                  disregarded.

         (o)     Social Security Retirement Age
                 Social Security Retirement Age means age 65 for a Participant
                 born before January 1, 1938; age 66 for a Participant born
                 after December 31, 1937, but before January 1, 1955; and age
                 67 for a Participant born after December 31, 1954.

7.04     Effect of Top-Heavy Status

         (a)     General
                 Notwithstanding the provisions of Section 7.03, "1.0" will be
                 substituted for "1.25" wherever it appears in Sections 7.03(h)
                 and 7.03(k) for any Limitation Year in which the Plan is found
                 to be Top-Heavy for the Plan Year which coincides with or
                 ends within such Limitation Year.

         (b)     Non-application
                 Section 7.04(a) will not apply for any Limitation Year in
                 which, for the Plan Year which coincides with or ends within
                 such Limitation Year, (1) the Plan is not determined to be
                 Super Top-Heavy and (2) for any Non-Key Employee who is a
                 Participant in both this Plan and a defined benefit plan
                 maintained by the Employer or a Related Employer, the annual
                 allocation of Employer contributions plus Forfeitures under
                 this Plan is not less than 7.5% of the Non-Key Employee's
                 Aggregate Compensation.





                                     7-9
<PAGE>   60
                                   ARTICLE 8

                                 MISCELLANEOUS

8.01     Employment Rights of Parties Not Restricted
         The adoption and maintenance of this Plan will not be deemed a
         contract between the Employer or Participating Employer and any
         Employee.  Nothing in this Plan will give any Employee or Participant
         the right to be retained in the employ of the Employer or
         Participating Employer or to interfere with the right of the Employer
         or Participating Employer to discharge any Employee or Participant at
         any time, nor will it give the Employer or Participating Employer the
         right to require any Employee or Participant to remain in its employ,
         or to interfere with any Employee's or Participant's right to
         terminate his employment at any time.

8.02     Alienation

         (a)     General
                 No person entitled to any benefit under this Plan will have
                 any right to sell, assign, transfer, hypothecate, encumber,
                 commute, pledge, anticipate or otherwise dispose of his
                 interest in the benefit, and any attempt to do so will be
                 void.  No benefit under this Plan will be subject to any legal
                 process, levy, execution, attachment or garnishment for the
                 payment of any claim against such person.

         (b)     Exceptions
                 Section 8.02(a) will not apply to the extent a Participant or
                 Beneficiary is indebted to the Plan under the provisions of
                 the Plan.  At the time a distribution is to be made to or for
                 a Participant's or Beneficiary's benefit, the portion of the
                 amount distributed which equals the indebtedness will be
                 withheld by the Trustee to apply against or discharge the
                 indebtedness.  Before making a payment, however, the
                 Participant or Beneficiary must be given written notice by the
                 Plan Administrator that the indebtedness is to be so paid in
                 whole or part from his Participant's Accrued Benefit.  If the
                 Participant or Beneficiary does not agree that the
                 indebtedness is a valid claim against his Vested Accrued
                 Benefit, he will be entitled to a review of the validity of
                 the claim in accordance with procedures established by the
                 Plan Administrator.

                 Section 8.02(a) will not apply to a qualified domestic
                 relations order (QDRO) as defined in Code Section 414(p), and
                 those other domestic relations orders permitted to be so
                 treated by the Plan Administrator under the provisions of the
                 Retirement Equity Act of 1984.  The Plan Administrator will
                 establish a written procedure to determine the qualified
                 status of domestic relations orders and to administer
                 distributions under such qualified orders.  Further, to the
                 extent provided under a QDRO, a former spouse of a Participant
                 will be treated as the spouse or Surviving Spouse for all
                 purposes under the Plan.  All rights and benefits, including
                 elections, provided to a Participant under this Plan will be
                 subject to the rights afforded to any alternate payee as such
                 term is defined in Code Section 414(p).





                                     8-1
<PAGE>   61
                 This Plan specifically permits distribution to an alternate
                 payee under a QDRO (without regard to whether the Participant
                 has attained his or her earliest retirement age as that term
                 is defined under Code Section 414(p)) in the same manner that
                 is provided for a Vested Terminated Participant.

8.03     Qualification of Plan
         The Employer will have the sole responsibility for obtaining and
         retaining qualification of the Plan under the Code with respect to the
         Employer's individual circumstances.

8.04     Construction
         To the extent not preempted by ERISA, this Plan will be construed
         according to the laws of the state in which the Employer's principal
         place of business is located.   Words used in the singular will
         include the plural, the masculine gender will include the feminine,
         and vice versa, whenever appropriate.

8.05     Named Fiduciaries

         (a)     Allocation of Functions
                 The authority to control and manage the operation and
                 administration of the Plan and Trust created by this
                 instrument will be allocated between the Plan Sponsor, the
                 Trustee, and the Plan Administrator, all of whom are
                 designated as Named Fiduciaries with respect to the Plan and
                 Trust as provided for by Section 402(a)(2) of ERISA.  The Plan
                 Sponsor reserves the right to allocate the various
                 responsibilities for the present execution of the functions of
                 the Plan, other than the Trustee's responsibilities, among its
                 Named Fiduciaries.  Any person or group of persons may serve
                 in more than one fiduciary capacity with regard to the Plan.

         (b)     Responsibilities of the Plan Sponsor
                 The Plan Sponsor, in its capacity as a Named Fiduciary, will
                 have only the following authority and responsibility:

                          o       To appoint or remove the Plan Administrator
                                  and furnish the Trustee with certified copies
                                  of any resolutions of the Plan Sponsor with
                                  regard thereto;

                          o       To appoint and remove the Trustee;

                          o       To appoint a successor Trustee or additional
                                  Trustees;

                          o       To communicate information to the Plan
                                  Administrator and the Trustee as needed for
                                  the proper performance of the duties of each;

                          o       To appoint an investment manager (or to
                                  refrain from such appointment), to monitor
                                  the performance of the investment manager so
                                  appointed, and to terminate such appointment
                                  (more than one investment manger may be
                                  appointed and in office at any time); and





                                     8-2
<PAGE>   62
                          o       To establish and communicate to the Trustee a
                                  funding policy for the Plan.

         (c)     Limitation on Obligations of Named Fiduciaries
                 No Named Fiduciary will have authority or responsibility to
                 deal with matters other than as delegated to it under this
                 Plan or by operation of law.  A Named Fiduciary will not in
                 any event be liable for breach of fiduciary responsibility or
                 obligation by another fiduciary (including Named Fiduciaries)
                 if the responsibility or authority of the act or omission
                 deemed to be a breach was not within the scope of the Named
                 Fiduciary's authority or delegated responsibility.

         (d)     Standard of Care and Skill
                 The duties of each fiduciary will be performed with the care,
                 skill, prudence and diligence under the circumstances then
                 prevailing that a prudent person acting in a like capacity and
                 familiar with such matters would use in the conduct of an
                 enterprise of like character and with like objectives.

8.06     Status of Insurer
         The term Insurer refers to any legal reserve life insurance company
         licensed to do business in the state within which the Employer
         maintains its principal office.  The Insurer will file such returns,
         keep such records, make such reports and supply such information as
         required by applicable law or regulation.

8.07     Adoption and Withdrawal by Other Organizations

         (a)     Procedure for Adoption
                 Subject to the provisions of this Section 8.07, any
                 organization now in existence or hereafter formed or acquired,
                 which is not already a Participating Employer under this Plan
                 and which is otherwise legally eligible may, in the future,
                 with the consent and approval of the Plan Sponsor, by formal
                 Written Resolution (referred to in this Section as an Adoption
                 Resolution), adopt the Plan and Trust hereby created for all
                 or any classification of persons in its employment and
                 thereby, from and after the specified effective date, become a
                 Participating Employer under this Plan.  Such consent will be
                 effected by and evidenced by a formal Written Resolution of
                 the Plan Sponsor.  The Adoption Resolution may contain such
                 specific changes and variations in Plan terms and provisions
                 applicable to the adopting Participating Employer and its
                 Employees as may be acceptable to the Plan Sponsor and the
                 Trustee.  However, the sole, exclusive right of any other
                 amendment of whatever kind or extent to the Plan is reserved
                 to the Plan Sponsor.  The Adoption Resolution will become, as
                 to the adopting organization and its Employees, a part of this
                 Plan as then amended or thereafter amended.  It will not be
                 necessary for the adopting organization to sign or execute the
                 original or then amended Plan and Trust Agreement or any
                 future amendment to the Plan and Trust Agreement.  The
                 effective date of the Plan for the adopting organization will
                 be that stated in the Adoption Resolution and from and after
                 such effective date the adopting organization will assume all
                 the rights, obligations and liabilities as a Participating
                 Employer under this Plan.  The





                                     8-3
<PAGE>   63
                 administrative powers of and control by the Plan Sponsor as
                 provided in the Plan, including the sole right of amendment or
                 termination of the Plan, of appointment and removal of the
                 Plan Administrator and the Trustee, and of appointment and
                 removal of an investment manager will not be diminished by
                 reason of the participation of the adopting organization in
                 the Plan.

         (b)     Withdrawal
                 Any Participating Employer may withdraw from the Plan at any
                 time, without affecting the Plan Sponsor or other
                 Participating Employers not withdrawing, by complying with the
                 provisions of the Plan.  A withdrawing Participating Employer
                 may arrange for the continuation by itself or its successor of
                 this Plan in separate forms for its own employees, with such
                 amendments, if any, as it may deem proper, and may arrange for
                 continuation of the Plan by merger with an existing plan and
                 transfer of plan assets.  The Plan Sponsor may, it its
                 absolute discretion, terminate a Participating Employer's
                 participation at any time when in its judgment the
                 Participating Employer fails or refuses to discharge its
                 obligations under the Plan.

         (c)     Adoption Contingent Upon Initial and Continued Qualification
                 The adoption of this Plan by an organization as provided is
                 hereby made contingent and subject to the condition precedent
                 that said adopting organization meets all the statutory
                 requirements for qualified plans, including, but not limited
                 to, Sections 401(a) and 501(a) of the Internal Revenue Code
                 for its Employees. If the Plan or the Trust, in its operation,
                 becomes disqualified, for any reason, as to the adopting
                 organization and its Employees, the portion of the Plan assets
                 allocable to them will be segregated as soon as is
                 administratively feasible, pending either the prompt (1)
                 requalification of the Plan as to the organization and its
                 employees to the satisfaction of the Internal Revenue Service
                 so as not to affect the continued qualified status thereof as
                 to other Employers, (2) withdrawal of the organization from
                 this Plan and a continuation by itself or its successor of its
                 plan separately from this Plan, or by merger with another
                 existing plan, with a transfer of its said segregated portion
                 of Plan assets, or (3) termination of the Plan as to itself
                 and its Employees.

8.08     Employer Contributions
         Employer contributions made to the Plan and Trust are made and will be
         held for the sole purpose of providing benefits to Participants and
         their Beneficiaries.

         In no event will any contribution made by the Employer to the Plan and
         Trust or income therefrom revert to the Employer except as provided in
         Section 7.01(e) or as provided below.

         (a)     Any contribution made to the Plan and Trust by the Employer
                 because of a mistake of fact may be returned to the Employer
                 within one year of such contribution.

         (b)     Notwithstanding any other provision of the Plan and Trust, if
                 the Internal Revenue Service determines initially that the
                 Plan, as adopted by the Employer, does not qualify under
                 applicable sections of the Code and applicable Treasury
                 Department Regulations, and the Employer does not wish to
                 amend this Plan and Trust so that it





                                     8-4
<PAGE>   64
                 does qualify, the value of all assets will be distributed by
                 the Trustee to the Employer within one year after the date
                 such initial qualification is denied.  Thereafter, the
                 Employer's participation in this Plan and Trust will be
                 considered rescinded and of no force or effect.

         (c)     Any contribution made by the Employer will be conditioned on
                 the deductibility of such contribution and may be refunded to
                 the Employer, to the extent the contribution is determined not
                 to be deductible, within one year after such determination is
                 made.

8.09     Provisions Relating Employees in Qualified Military Service
         Notwithstanding any provision of this Plan to the contrary,
         contributions, benefits and service credit with respect to qualified
         military service will be provided in accordance with Section 414(u) of
         the Internal Revenue Code.

8.10     Unclaimed Benefits
         In the event of the failure of a Participant or Beneficiary to claim
         benefits payable under the Plan, and the inability of the Plan
         Administrator to find the Participant or Beneficiary after a good
         faith effort to do so, the benefits shall be allocated in the same
         manner as Forfeitures at the end of the applicable Plan Year. This
         provision shall be administered in a uniform and non-discriminatory
         manner.  If a claim is later made by the Participant or his
         Beneficiary, the benefits, together with estimated earnings, will be
         reinstated from subsequent forfeitures and, to the extent insufficient
         to make such restitution, from Employer contributions.





                                     8-5
<PAGE>   65
                                   ARTICLE 9

                                 ADMINISTRATION

9.01     Plan Administrator
         The Plan Administrator will have the responsibility for the general
         supervision and administration of the Plan and will be a fiduciary of
         the Plan. The Employer may, by Written Resolution, appoint one or more
         individuals to serve as Plan Administrator.  If the Employer does not
         appoint an individual or individuals as Plan Administrator, the
         Employer will function as Plan Administrator. The Employer may at any
         time, with or without cause, remove an individual as Plan
         Administrator or substitute another individual therefor.

9.02     Powers and Duties of the Plan Administrator
         The Plan Administrator will be charged with and will have delegated to
         it the power, duty, authority and discretion to interpret and construe
         the provisions of this Plan, to determine its meaning and intent and
         to make application thereof to the facts of any individual case; to
         determine in its discretion the rights and benefits of Participants or
         the eligibility of Employees; to give necessary instructions and
         directions to the Trustee and the Insurer as herein provided or as may
         be requested by the Trustee and the Insurer from time to time; to
         resolve all questions of fact relating to any of the foregoing; and to
         generally direct the administration of the Plan according to its
         terms.  All decisions of the Plan Administrator in matters properly
         coming before it according to the terms of this Plan, and all actions
         taken by the Plan Administrator in the proper exercise of its
         administrative powers, duties and responsibilities, will be final and
         binding upon all Employees, Participants and Beneficiaries and upon
         any person having or claiming any rights or interest in this Plan. The
         Employer and the Plan Administrator will make and receive any reports
         and information, and retain any records necessary or appropriate to
         the administration of this Plan or to the performance of duties
         hereunder or to satisfy any requirements imposed by law.  In the
         performance of its duties, the Plan Administrator will be entitled to
         rely on information duly furnished by any Employee, Participant or
         Beneficiary or by the Employer or Trustee.

9.03     Actions of the Plan Administrator
         The Plan Administrator may adopt such rules as it deems necessary,
         desirable or appropriate with respect to the conduct of its affairs
         and the administration of the Plan. Whenever any action to be taken in
         accordance with the terms of the Plan requires the consent or approval
         of the Plan Administrator, or whenever an interpretation is to be made
         of the terms of the Plan, the Plan Administrator will act in a uniform
         and non-discriminatory manner, treating all Employees and Participants
         in similar circumstances in a like manner.  If the Plan Administrator
         is a group of individuals, all of its decisions will be made by a
         majority vote.  The Plan Administrator will have the authority to
         employ one or more persons to render advice or services with regard to
         the responsibilities of the Plan Administrator, including but not
         limited to attorneys, actuaries, and accountants.  The Plan
         Administrator will have the authority to delegate its responsibilities
         under the Plan to appropriate individuals or entities to act on behalf
         of the Plan Administrator.  Any persons employed to render advice or
         services will have no fiduciary responsibility for any ministerial
         functions performed with respect to this Plan.





                                     9-1
<PAGE>   66
9.04     Reliance on Plan Administrator and Employer
         Until the Employer gives notice to the contrary, the Trustee and any
         persons employed to render advice or services will be entitled to rely
         on the designation of Plan Administrator that has been furnished to
         them.  In addition, the Trustee and any persons employed to render
         advice or services will be fully protected in acting upon the written
         directions and instructions of the Plan Administrator made in
         accordance with the terms of this Plan.  If the Plan Administrator is
         a group of individuals, unless otherwise specified, any one of such
         individuals will be authorized to sign documents on behalf of the Plan
         Administrator and such authorized signatures will be recognized by all
         persons dealing with the Plan Administrator.  The Trustee and any
         persons employed to render advice or services may take cognizance of
         any rules established by the Plan Administrator and rely upon them
         until notified to the contrary.  The Trustee and any persons employed
         to render advice or services will be fully protected in taking any
         action upon any paper or document believed to be genuine and to have
         been properly signed and presented by the Plan Administrator, Employer
         or any agent of the Plan Administrator acting on behalf of the Plan
         Administrator.

9.05     Reports to Participants
         The Plan Administrator will report in writing to a Participant his
         Accrued Benefit under the Plan and the Vested Percentage of such
         benefit when the Participant terminates his employment or requests
         such a report in writing from the Plan Administrator.  To the extent
         required by law or regulation, the Plan Administrator will annually
         furnish to each Participant, and to each Beneficiary receiving
         benefits, a report which fairly summarizes the Plan's most recent
         report.

9.06     Bond
         The Plan Administrator and other fiduciaries of the Plan will be
         bonded to the extent required by ERISA or other applicable law.  No
         additional bond or other security for the faithful performance of any
         duties under this Plan will be required.

9.07     Compensation of Plan Administrator
         The Compensation of the Plan Administrator will be left to the
         discretion of the Plan Sponsor; no person who is receiving full pay
         from the Employer will receive compensation for services as Plan
         Administrator.  All reasonable and necessary expenses incurred by the
         Plan Administrator in supervising and administering the Plan will be
         paid from the Plan assets by the Trustee at the direction of the Plan
         Administrator to the extent not paid by the Plan Sponsor.

9.08     Claims Procedure
         The Plan Administrator will make all determinations as to the rights
         of any Employee, Participant, Beneficiary or other person under the
         terms of this Plan.  Any Employee, Participant or Beneficiary, or
         person claiming under them, may make claim for benefit under this Plan
         by filing written notice with the Plan Administrator setting forth the
         substance of the claim.   If a claim is wholly or partially denied,
         the claimant will have the opportunity to appeal the denial upon
         filing with the Plan Administrator a written request for review within
         60 days after receipt of notice of denial.  In making an appeal the
         claimant may examine pertinent Plan documents and may submit issues
         and comments in writing.  Denial of a claim





                                     9-2
<PAGE>   67
         or a decision on review will be made in writing by the Plan
         Administrator delivered to the claimant within 60 days after receipt
         of the claim or request for review, unless special circumstances
         require an extension of time for processing the claim or review, in
         which event the Plan Administrator's decision must be made as soon as
         possible thereafter but not beyond an additional 60 days.  If no
         action on an initial claim is taken within 120 days, the claims will
         be deemed denied for purposes of permitting the claimant to proceed to
         the review stage.   The denial of a claim or the decision on review
         will specify the reasons for the denial or decision and will make
         reference to the pertinent Plan provisions upon which the denial or
         decision is based.   The denial of a claim will also include a
         description of any additional material or information necessary for
         the claimant to perfect the claim and an explanation of the claim
         review procedure herein described.  The Plan Administrator will serve
         as an agent for service of legal process with respect to the Plan
         unless the Employer, through written resolution, appoints another
         agent.

         If a Participant or Beneficiary is entitled to a distribution from the
         Plan, the Participant or Beneficiary will be responsible for providing
         the Plan Administrator with his current address.  If the Plan
         Administrator notifies the Participant or Beneficiary by registered
         mail (return receipt requested) at his last known address that he is
         entitled to a distribution and also notifies him of the provisions of
         this paragraph, and the Participant or Beneficiary fails to claim his
         benefits under the Plan or provide his current address to the Plan
         Administrator within one year after such notification, the
         distributable amount will be forfeited and used to reduce the cost of
         the Plan.  If the Participant or Beneficiary is subsequently located,
         such benefit will be restored.

9.09     Liability of Fiduciaries
         Except for a breach of fiduciary responsibility due to gross
         negligence or willful misconduct, the Plan Administrator will not
         incur any individual liability for any decision, act, or failure to
         act hereunder.  The Plan Administrator may engage agents to assist it
         and may engage legal counsel who may be counsel for the Employer.  The
         Plan Administrator will not be responsible for any action taken or
         omitted to be taken on the advice of counsel.

         If there is more than one person serving as a fiduciary in any
         capacity (for example, co-Trustees), each will use reasonable care to
         prevent the other or others from committing a breach of this Plan.
         Nothing contained in this Section will preclude any agreement
         allocating specific responsibilities or obligations among the co-
         fiduciaries provided that the agreement does not violate any of the
         terms and provisions of this Plan.  In those instances where any
         duties have been allocated between co-fiduciaries, a fiduciary will
         not be liable for any loss resulting to the Plan arising from any act
         or omission on the part of another co-fiduciary to whom
         responsibilities or obligations have been allocated except under the
         following circumstances:

                 o        If he participates knowingly in, or knowingly
                          undertakes to conceal, an act or omission of a
                          co-fiduciary knowing the act or omission is a breach;
                          or





                                     9-3
<PAGE>   68
                 o        If by his failure to comply with his specific
                          responsibilities which give rise to his status as a
                          fiduciary, he has enabled the other fiduciary to
                          commit a breach; or

                 o        If he has knowledge of a breach by a co-fiduciary,
                          unless he makes reasonable efforts under the
                          circumstances to remedy the breach.

9.10     Expenses of Administration
         The Employer does not and will not guarantee the Plan assets against
         loss.  The Employer may in its sole discretion, but will not be
         obligated to, pay the ordinary expenses of establishing the Plan,
         including the fees of consultants, accountants and attorneys in
         connection therewith.  The Employer may, in its sole discretion (but
         will not be obligated to), pay other costs and expenses of
         administering the Plan, the taxes imposed upon the Plan, if any, and
         the fees, charges or commissions with respect to the purchase and sale
         of Plan assets.  Unless paid by the Employer, such costs and expenses,
         taxes (if any), and fees, charges and commissions will be a charge
         upon Plan assets and deducted by the Trustee.

9.11     Distribution Authority
         If any person entitled to receive payment under this Plan is a minor,
         declared incompetent or is under other legal disability, the Plan
         Administrator may, in its sole discretion, direct the Trustee to:

                 o        Distribute directly to the person entitled to the
                          payment;

                 o        Distribute to the legal guardian or, if none, to a
                          parent of the person entitled to payment or to a
                          responsible adult with whom the person entitled to
                          payment maintains his residence;

                 o        Distribute to a custodian for the person entitled to
                          payment under the Uniform Gifts to Minors Act if
                          permitted by the laws of the state in which the
                          person entitled to payment resides; or

                 o        Withhold distribution of the amount payable until a
                          court of competent jurisdiction determines the rights
                          of the parties thereto or appoints a guardian of the
                          estate of the person entitled to payment.

         If there is any dispute, controversy or disagreement between any
         Beneficiary or person and any other person as to who is entitled to
         receive the benefits payable under this Plan, or if the Plan
         Administrator is uncertain as to who is entitled to receive benefits,
         or if the Plan Administrator is unable to locate the person who is
         entitled to benefits, the Plan Administrator may with acquittance
         interplead the funds into a court of competent jurisdiction in the
         judicial district in which the Employer maintains its principal place
         of business and, upon depositing the funds with the clerk of the
         court, be released from any further responsibility for the payment of
         the benefits.  If it is necessary for the Plan Administrator to retain
         legal counsel or incur any expense in determining who is entitled to
         receive the benefits, whether or not it is necessary to institute
         court action, the Plan Administrator will be entitled to reimbursement
         from the benefits for the amount of its reasonable costs, expenses and
         attorneys' fees incurred.





                                     9-4
<PAGE>   69
                                   ARTICLE 10

                        AMENDMENT OR TERMINATION OF PLAN

10.01    Right of Plan Sponsor to Amend or Terminate
         The Plan Sponsor reserves the right to alter, amend, revoke or
         terminate this Plan.  No amendment will deprive any Participant or
         Beneficiary of any vested right nor will it reduce any Accrued Benefit
         to which he is then entitled with respect to Employer contributions
         previously made, except as may be required to maintain the Plan as a
         qualified plan under the Code.  No amendment will change the duties or
         responsibilities of the Trustee without its express written consent
         thereto.

         A plan amendment which has the effect of (a) eliminating or reducing
         an early retirement benefit or a retirement-type subsidy, or (b)
         eliminating an optional benefit form, will, with respect to benefits
         attributable to service before the amendment be treated as reducing
         Accrued Benefits.

10.02    Allocation of Assets Upon Termination of Plan
         If this Plan is revoked or terminated (in whole or in part) or if
         contributions are completely discontinued the Accounts of all affected
         Participants will become non-forfeitable.  The Employer will then
         arrange for allocation of all assets among Participants so affected by
         the total or partial termination in accordance with the requirements
         of all applicable law and the regulations and requirements of the
         Internal Revenue Service.  All allocated amounts will be retained in
         the Plan to the credit of the individual Participants until
         distribution as directed by the Employer.  Distribution to
         Participants may be in the form of cash or other Plan assets or partly
         in each.

10.03    Exclusive Benefit
         At no time will any part of the principal or income of the Plan assets
         be used or diverted for purposes other than the exclusive benefit of
         Participants in the Plan and their Beneficiaries, nor may any portion
         of the Plan assets revert to the Employer except as provided in
         Sections 7.01(e) and 8.08.

10.04    Failure to Qualify
         Notwithstanding any of the foregoing provisions, if this Plan, upon
         adoption by the Employer, is submitted to the Internal Revenue Service
         which then determines that the Plan as initially adopted by the
         Employer is not a qualified plan under the Code, the Employer may
         elect to terminate this Plan by giving written notice thereof.  Such
         termination will have the same effect as if the Plan were never
         adopted, all policies and contracts will be canceled, and all
         contributions, to the extent recoverable from the Trustee, will be
         returned to their source.  If any amendment to this Plan is submitted
         to the Internal Revenue Service within the period allowed under Code
         Section 401(b) which then determines that the Plan as amended is not a
         qualified plan under the Code, the Employer may cancel or modify any
         or all provisions of the amendment retroactive to the effective date
         of the amendment in order to maintain the qualified status of the
         Plan, whereupon written notice thereof will be furnished to all
         affected Employees, Participants and Beneficiaries.





                                     10-1
<PAGE>   70
10.05    Mergers, Consolidations or Transfers of Plan Assets
         In the event this Plan is merged or consolidated with another plan
         which is qualified under Code Sections 401(a) (and 501(a) if
         applicable), or in the event of a transfer of the assets or
         liabilities of this Plan to another plan which is qualified under Code
         Sections 401(a) (and 501(a) if applicable), the benefit which each
         Participant would be entitled to receive under the successor plan or
         other plan if it were terminated immediately after the merger,
         consolidation or transfer will be equal to or greater than the benefit
         which the Participant would have received immediately before the
         merger, consolidation or transfer if this Plan had then terminated.

         Any transfer of assets and/or liabilities to (or from) this Plan from
         (or to) another plan qualified under Code Sections 401(a) (and 501(a)
         if applicable) will be evidenced by a Written Resolution by the Plan
         Sponsor of each affected plan which specifically authorizes such
         transfer of assets and/or liabilities.

         Any transfer of assets to this Plan will be allowed under the
         provisions of this Section if such transferred assets are not required
         to be paid in the form of a qualified joint & survivor annuity or a
         qualified survivor annuity in accordance with Code Section 401(a)(11).

10.06    Effect of Plan Amendment on Vesting Schedule
         No amendment to the Vesting Schedule will deprive a Participant of his
         nonforfeitable right to his Vested Accrued Benefit as of the date of
         the amendment.  Further, if the Vesting Schedule of the Plan is
         amended, or if the Plan is amended in any way that directly or
         indirectly affects the computation of a Participant's non- forfeitable
         percentage, each Participant with at least 3 Years of Service as of
         the last day of the election period described below may elect, within
         a reasonable period after the adoption of the amendment, to have his
         Vested Percentage computed under the Plan without regard to such
         amendment.  The period during which such election may be made will
         commence with the date the amendment is adopted and will end 60 days
         after the latest of:

         (a)     the date the amendment is adopted;

         (b)     the date the amendment becomes effective; or

         (c)     the date the Participant is issued written notice of the
                 amendment by the Employer.





                                     10-2
<PAGE>   71
                                   ARTICLE 11

                             TRUSTEE AND TRUST FUND

11.01    Acceptance of Trust
         The Trustee, by signing this Agreement, accepts this Trust and agrees
         to perform the duties of the Trustee in accordance with the terms and
         conditions set forth herein.

11.02    Trust Fund

         (a)     Purpose and Nature
                 The Trustee will establish and maintain a Trust Fund for
                 purposes of providing a means of accumulating the assets
                 necessary to provide the benefits which become payable under
                 the Plan.  The Trustee will receive, hold and invest all
                 contributions made by the Employer, any Participating
                 Employers, and the Participants, including the investment
                 earnings thereon.  The Trust Fund arising from such
                 contributions and earnings will consist of all assets held by
                 the Trustee under the Plan and Trust.  All benefits payable
                 under the Plan will be paid by the Trustee from the Trust
                 Fund.

                 Any person having any claim under the Plan will look solely to
                 the assets of the Trust Fund for satisfaction.  In no event
                 will the Plan Administrator, the Employer, any Employees, any
                 officer of the Employer or any agents of the Employer or the
                 Plan Administrator be liable in their individual capacities to
                 any person whomsoever, under the provisions of this Plan and
                 Trust, except as provided by law.

                 The Trust Fund will be used and applied only in accordance
                 with the provisions of the Plan and Trust, to provide the
                 benefits thereof, and no part of the corpus or income of the
                 Trust Fund will be used for, or diverted to, purposes other
                 than for the exclusive benefit of the Participants or their
                 Beneficiaries entitled to benefits under the Plan, except to
                 the extent specifically provided elsewhere herein.

         (b)     Operation of the Trust Fund
                 The Trust Fund will be maintained in accordance with the
                 accounting requirements of the Plan.  No Participant will have
                 any right to any specific asset or any specific portion of the
                 Trust Fund prior to distribution of benefits.  Withdrawals
                 from the Trust Fund will be made to provide benefits to
                 Participants and Beneficiaries in the amounts specified by the
                 Plan, and to pay expenses agreed to in writing by the Plan
                 Administrator.

         (c)     Investments
                 The Trustee will invest the Trust Fund in accordance with the
                 proper directions of the Plan Administrator or Investment
                 Manager.  Except to the extent required by ERISA or otherwise
                 provided in this Plan, the Trustee shall have no duty or
                 responsibility to review, initiate action, or make
                 recommendations regarding Trust assets and shall retain assets
                 until directed by the Plan Administrator to dispose of them.





                                     11-1
<PAGE>   72
         (d)     Combined Trust Fund for Collective Investment Purposes
                 If the Plan Sponsor creates or maintains one or more employee
                 benefit plans qualified under Code Section 401(a) in addition
                 to this Plan, the Plan Sponsor may request the Trustee to hold
                 the assets of the additional plan or plans in the Trust Fund.
                 The Plan Administrator shall keep records showing the interest
                 of the Plan and each additional plan in the Trust Fund unless
                 the Trustee enters into an agreement with the Plan Sponsor to
                 keep separate accounts for each such plan.   The Plan Sponsor
                 and the Plan Administrator shall not permit or cause the
                 assets of one plan to be used to pay benefits or the
                 administrative expenses of any other plan with assets in the
                 Trust Fund.

11.03    Receipt of Contributions
         The Trustee will be accountable to the Employer for the funds
         contributed to it, but will have no duty to see that the contributions
         received comply with the provisions of the Plan.  The Trustee will not
         be obligated to collect any contributions from the Employer or the
         Participants.

11.04    Powers of the Trustee
         Subject to the provisions and limitations contained elsewhere in this
         Plan, the Trustee will have full discretion and authority with regard
         to the investment of the Trust Fund.  The Trustee is authorized and
         empowered, but not by way of limitation, with the following powers,
         rights and duties:

         (a)     To invest any part or all of the Trust Fund in any common or
                 preferred stocks, open-end or closed-end mutual funds, United
                 States retirement plan bonds, corporate bonds, debentures,
                 convertible debentures, commercial paper, U.S. Treasury bills,
                 book entry deposits with the United States Federal Reserve
                 Bank or System, Master Notes or similar arrangements sponsored
                 by the Trustee or any other financial institution as permitted
                 by law, improved or unimproved real estate situated in the
                 United States, mortgages, notes or other property of any kind,
                 real or personal, as a prudent man would so invest under like
                 circumstances with due regard for the purposes of this Plan;

         (b)     To maintain any part of the assets of the Trust Fund in cash,
                 or in demand or short-term time deposits bearing a reasonable
                 rate of interest (including demand or short-term time deposits
                 of or with the Trustee), or in a short-term investment fund or
                 in other cash equivalents having ready marketability,
                 including, but not limited to, U.S. Treasury Bills, commercial
                 paper, certificates of deposit (including such certificates of
                 deposit of or with the Trustee), and similar types of
                 short-term securities, as may be deemed necessary by the
                 Trustee in its sole discretion;

         (c)     To manage, sell, contract to sell, grant options to purchase,
                 convey, exchange, transfer, abandon, improve, repair, insure,
                 lease for any term even though commencing in the future or
                 extending beyond the term of the Trust, and otherwise deal
                 with all property, real or personal, in such manner, for such
                 considerations and on such terms and conditions as the Trustee
                 will decide;





                                     11-2
<PAGE>   73
         (d)     To credit and distribute the Trust as directed by the Plan
                 Administrator or any agent of the Plan Administrator.  The
                 Trustee will not be obliged to inquire as to whether any payee
                 or distributee is entitled to any payment or whether the
                 distribution is proper or within the terms of the Plan, or as
                 to the manner of making any payment or distribution.  The
                 Trustee will be accountable only to the Plan Administrator for
                 any payment or distribution made by it in good faith on the
                 order or direction of the Plan Administrator or any agent of
                 the Plan Administrator;

         (e)     To borrow money, assume indebtedness, extend mortgages and
                 encumber by mortgage or pledge;

         (f)     To compromise, contest, arbitrate, or abandon claims and
                 demands, in its discretion;

         (g)     To have with respect to the Trust all of the rights of an
                 individual owner, including the power to give proxies, to
                 participate in any voting trusts, mergers, consolidations or
                 liquidations, and to exercise or sell stock subscriptions or
                 conversion rights;

         (h)     To hold any securities or other property in the name of the
                 Trustee or its nominee, or in another form as it may deem
                 best, with or without disclosing the trust relationship;

         (i)     To perform any and all other acts in its judgment necessary or
                 appropriate for the proper and advantageous management,
                 investment and distribution of the Trust;

         (j)     To retain any funds or property subject to any dispute without
                 liability for the payment of interest, and to decline to make
                 payment or delivery of the funds or property until final
                 adjudication is made by a court of competent jurisdiction;

         (k)     To file all tax forms or returns required of the Trustee;

         (l)     To begin, maintain or defend any litigation necessary in
                 connection with the administration of the Plan, except that
                 the Trustee will not be obligated to or required to do so
                 unless indemnified to its satisfaction; and

         (m)     To keep any or all of the Trust property at any place or
                 places within the United States or abroad, or with a
                 depository or custodian at such place or places; provided,
                 however, that the Trustee may not maintain the indicia of
                 ownership of any assets of the Plan outside the jurisdiction
                 of the District Courts of the United States, except as may be
                 expressly authorized in U.S. Treasury or U.S. Department of
                 Labor regulations.

11.05    Investment in Common or Collective Trust Funds
         Notwithstanding the provisions of Section 11.04, the Plan Sponsor
         specifically authorizes the Trustee to invest all or any portion of
         the assets comprising the Trust Fund in any common or collective trust
         fund which at the time of the investment provides for the pooling of
         the assets of plans qualified under Code Section 401(a).  The
         authorization applies only if such common or collective trust fund:
         (a) is exempt from taxation under Code Section 584





                                     11-3
<PAGE>   74
         or 501(a); (b) if exempt under Code Section 501(a), expressly limits
         participation to pension and profit sharing trusts which are exempt
         under Code Section 501(a) by reason of qualifying under Code Section
         401(a); (c) prohibits that part of its corpus or income which
         equitably belongs to any participating trust from being used for or
         diverted to any purposes other than for the exclusive benefit of the
         Employees or their Beneficiaries who are entitled to benefits under
         such participating trust; (d) prohibits assignment by participating
         trust of any part of its equity or interest in the group trust; and
         (e) the sponsor of the group trust created or organized the group
         trust in the United States and maintains the group trust at all times
         as a domestic trust in the United States.  The provisions of the
         common or collective trust fund agreement, as amended by the Trustee
         from time to time, are by this reference incorporated within this Plan
         and Trust.  The provisions of the common or collective trust fund will
         govern any investment of Plan assets in that fund.  This provision
         constitutes the express permission required by Section 408(b)(8) of
         ERISA.

11.06    Investment in Insurance Company Contracts
         The Trustee may invest any portion of the Trust Fund in a deposit
         administration, guaranteed investment or similar type of investment
         contract (hereinafter referred to as Contract); provided, however,
         that no such Contract may provide for an optional form of benefit
         which would not be provided for under the provisions hereof.  The
         Trustee will be the complete and absolute owner of Contracts held in
         the Trust Fund.

         The Trustee may convert from one form to another any Contract held in
         the Trust Fund; designate any mode of settlement; sell or assign any
         Contract held in the Trust Fund; surrender for cash any Contract held
         in the Trust Fund; agree with the insurance company issuing any
         Contract to any release, reduction, modification or amendment thereof;
         and, without limitation of any of the foregoing, exercise any and all
         of the rights, options and privileges that belong to the absolute
         owner of any Contract held in the Trust Fund that are granted by the
         terms of any such Contract or by the terms of this Agreement.

         The Trustee will hold in the Trust Fund the proceeds of any sale,
         assignment or surrender of any Contract held in the Trust Fund and any
         and all dividends and other payments of any kind received in respect
         to any Contract held in the Trust Fund.

         No insurance company which may issue any Contract based upon the
         application of the Trustee will be responsible for the validity of
         this Plan, be required to look into the terms of this Plan, be
         required to question any act of the Plan Administrator or the Trustee
         hereunder or be required to verify that any action of the Trustee is
         authorized by this Plan.  If a conflict should arise between the terms
         of the Plan and any such Contract, the terms of the Plan will govern.

11.07    Fees and Expenses from Fund
         The Trustee will be entitled to receive reasonable annual compensation
         as may be mutually agreed upon from time to time between the Plan
         Sponsor and the Trustee.  The Trustee will pay all expenses reasonably
         incurred by it in its administration and investment of the Trust Fund
         from the Trust Fund unless the Plan Sponsor pays the expenses.  No
         person who is receiving full pay from the Plan Sponsor will receive
         compensation for services as Trustee.





                                     11-4
<PAGE>   75
11.08    Records and Accounting
         The Trustee will keep full and complete records of the administration
         of the Trust Fund which the Employer and the Plan Administrator may
         examine at any reasonable time.  As soon as practical after the end of
         each Plan Year and at such other reasonable times as the Employer may
         direct, the Trustee will prepare and deliver to the Employer and the
         Plan Administrator an accounting of the administration of the Trust,
         including a report on the fair market value of all assets of the Trust
         Fund.

11.09    Distribution Directions
         If no one claims a payment or distribution made from the Trust, the
         Trustee will notify the Plan Administrator and will dispose of the
         payment in accordance with the subsequent direction of the Plan
         Administrator.

11.10    Third Party
         No person dealing with the Trustee will be obliged to see to the
         proper application of any money paid or property delivered to the
         Trustee, or to inquire whether the Trustee has acted pursuant to any
         of the terms of the Plan.  Each person dealing with the Trustee may
         act upon any notice, request or representation in writing by the
         Trustee, or by the Trustee's duly authorized agent, and will not be
         liable to any person whomsoever in so doing.   The certification of
         the Trustee that it is acting in accordance with the Plan will be
         conclusive in favor of any person relying on the certification.

11.11    Professional Agents, Affiliates and Arbitration

         (a)     Professional Agents
                 The Trustee may employ and pay from the Trust Fund reasonable
                 compensation to agents, attorneys, accountants and other
                 persons to advise the Trustee as in its reasonable opinion may
                 be necessary.  The Trustee may delegate to any agent,
                 attorney, accountant or other person selected by it any
                 non-Trustee power or duty vested in it by the Plan; the
                 Trustee may act or refrain from acting on the advice or
                 opinion of any agent, attorney, accountant or other person so
                 selected.

         (b)     Use of Affiliates


                 (1)      Charles Schwab Trust Company (CSTC) is authorized to
                          contract or make other arrangements with The Charles
                          Schwab Corporation, Charles Schwab & Co., Inc., their
                          affiliates and subsidiaries, successors and assigns
                          (collectively referred to as Schwab), and any other
                          organizations affiliated with or subsidiaries of CSTC
                          or related entities, for the provision of services to
                          the Trust Fund or Plan, except where such
                          arrangements are prohibited by law or regulation.  As
                          used below, authorized person means any person whose
                          authorization is required pursuant to the provision
                          of any prohibited transaction exemption otherwise
                          applicable.

                 (2)      CSTC is authorized to place securities orders, settle
                          securities trades, hold securities in custody and
                          other related activities on behalf of the Trust Fund





                                     11-5
<PAGE>   76
                          through or by Schwab whenever possible unless the
                          authorized person specifically instructs the use of
                          another Broker.  Trades and related activities
                          conducted through the Broker will be subject to fees
                          and commissions established by the Broker, which may
                          be paid from the Trust Fund or netted from the
                          proceeds of trades.

                 (3)      Trades will not be executed through Schwab unless the
                          Plan Administrator and the authorized person have
                          received disclosure concerning the relationship of
                          Schwab to CSTC, and the fees and commissions which
                          may be paid to Schwab, CSTC and any affiliate or
                          subsidiary of any of them as a result of using Schwab
                          to execute trades or for other services.

                 (4)      CSTC is authorized to disclose such information as is
                          necessary to the operation and administration of the
                          Trust Fund to Schwab and to such other persons or
                          organizations that CSTC determines have a legitimate
                          business purpose for obtaining such information.

                 (5)      At the direction of the authorized person, CSTC may
                          purchase shares of regulated investment companies (or
                          other investment vehicles) advised by Schwab or CSTC
                          ("Schwab Funds"), except to the extent that such
                          investment is prohibited by law or regulation.
                          Schwab Fund shares may not be purchased for or held
                          by the Trust Fund unless the Plan Administrator has
                          received disclosure concerning the relationship of
                          Schwab or CSTC to the Schwab Funds, and any fees
                          which may be paid to such entities.

                 (6)      To the extent permitted under applicable laws, CSTC
                          may invest in deposits, long and short term debt
                          instruments, stocks and other securities, including
                          those of CSTC or Schwab.

                 (7)      CSTC and Schwab are authorized to tape record
                          conversations between CSTC or Schwab and persons
                          acting on behalf of the Plan or a Participant in
                          order to verify data on transactions.

         (c)     Arbitration
                 Except as preempted by ERISA, any dispute under this agreement
                 will be resolved by submission of the issue to a member of the
                 American Arbitration Association who is chosen by the Employer
                 and the Trustee.  If the Employer and the Trustee cannot agree
                 on such a choice, each will nominate a member of the American
                 Arbitration Association, and the two nominees will then select
                 an arbitrator.  Expenses of the arbitration will be paid as
                 decided by the arbitrator.

11.12    Valuation of Trust
         The Trustee will value the Trust Fund as of the last day of each Plan
         Year to determine the fair market value of the Trust, and the Trustee
         will value the Trust Fund on such other date(s) as may be necessary to
         carry out the provisions of the Plan.





                                     11-6
<PAGE>   77
11.13    Liability of Trustee
         The Trustee will be liable only for the safeguarding and
         administration of the assets of this Trust Fund in accordance with the
         provisions hereof and any amendments hereto and no other duties or
         responsibilities will be implied.  The Trustee will not be required to
         pay any interest on funds paid to or deposited with it or to its
         credit under the provisions of this Trust, unless pursuant to a
         written agreement between the Employer and the Trustee.  The Trustee
         will not be responsible for the adequacy of the Trust Fund to meet and
         discharge any liabilities under the Plan and will not be required to
         make any payment of any nature except from funds actually received as
         Trustee.  The Trustee may consult with legal counsel (who may be legal
         counsel for the Employer) selected by the Trustee and the opinion of
         such counsel, when relied upon by the Trustee, shall be evidence that
         the Trustee was acting in good faith.  It will not be the duty of the
         Trustee to determine the identity or mailing address of any
         Participant or any other person entitled to benefits hereunder, such
         identity and mailing addresses to be furnished by the Employer, the
         Plan Administrator or an agent of the Plan Administrator.  The Trustee
         will be under no liability in making payments in accordance with the
         terms of this Plan and the certification of the Plan Administrator or
         an agent of the Plan Administrator who has been granted such powers by
         the Plan Administrator.

         Except to the extent required by any applicable law, no bond or other
         security for the faithful performance of duty hereunder will be
         required of the Trustee.

11.14    Removal or Resignation and Successor Trustee
         A Trustee may resign at any time upon giving 30 days prior written
         notice to the Plan Sponsor or, with the consent of the Plan Sponsor, a
         Trustee may resign with less than 30 days prior written notice.

         The Plan Sponsor may remove a Trustee by giving at least 30 days prior
         written notice to the Trustee.

         Upon the removal or resignation of a Trustee, the Plan Sponsor will
         appoint and designate a successor Trustee which will be one or more
         individual successor Trustees or a corporate Trustee organized under
         the laws of the United Sates or of any state thereof with authority to
         accept and execute trusts.  Any successor Trustee must accept and
         acknowledge in writing its appointment as a successor Trustee before
         it can act in such capacity.

         Title to all property and records or true copies of such records
         necessary to the current operation of the Trust Fund held by the
         Trustee hereunder will vest in any successor Trustee acting pursuant
         to the provisions hereof, without the execution or filing of any
         further instrument.  Any resigning or removed Trustee will execute all
         instruments and do all acts necessary to vest such title in any
         successor Trustee of record.  Each successor Trustee will have,
         exercise and enjoy all the powers, both discretionary and ministerial,
         herein conferred upon his predecessor.  No successor Trustee will be
         obligated to examine the accounts, records and acts of any previous
         Trustee or Trustees, and each successor Trustee in no way or manner
         will be responsible for any action or omission to act on the part of
         any previous Trustee.





                                     11-7
<PAGE>   78
         Any corporation which results from any merger, consolidation or
         purchase to which the Trustee may be a party, or which succeeds to the
         trust business of the Trustee, or to which substantially all the trust
         assets of the Trustee may be transferred, will be the successor to the
         Trustee hereunder without any further act or formality with like
         effect as if the successor Trustee had originally been named Trustee
         herein; and in any such event it will not be necessary for the Trustee
         or any successor Trustee to give notice thereof to any person, and any
         requirement, statutory or otherwise, that notice will be given is
         hereby waived.

11.15    Appointment of Investment Manager
         One or more Investment Managers may be appointed by the Plan Sponsor
         (or the Plan Administrator) to exercise full investment management
         authority with respect to all or a portion of the Trust assets.
         Authorized payment of the fees and expenses of the Investment
         Manager(s) may be made from the Trust assets.  For purposes of this
         agreement, any Investment Manager so appointed will, during the period
         of his appointment, possess fully and absolutely those powers, rights
         and duties of the Trustee (to the extent delegated by the Plan Sponsor
         or the Plan Administrator) with respect to the investment or
         reinvestment of that portion of the Trust assets over which the
         Investment Manager has investment management authority.  The
         Investment Manager must be one of the following:

         (a)     Registered as an investment advisor under the Investment
                 Advisors Act of 1940;

         (b)     A bank, as defined in the Investment Advisors Act of 1940; or

         (c)     An insurance company qualified to manage, acquire, or dispose
                 of such Plan assets under the laws of more than one state.

         Any Investment Manager will acknowledge in writing to the Plan Sponsor
         or the Plan Administrator and to the Trustee that he or it is a
         fiduciary with respect to the Plan.  During any period of time when
         the Investment Manager is so appointed and serving, and with respect
         to those assets in the Plan over which the Investment Manager
         exercises investment management authority, the Trustee's
         responsibility will be limited to holding such assets as a custodian,
         providing accounting services, disbursing benefits as authorized, and
         executing such investment instructions only as directed by the
         Investment Manager.  The Trustee will not be responsible for any acts
         or omissions of the Investment Manager.  Any certificates or other
         instruments duly signed by the Investment Manager (or the authorized
         representative of the Investment Manager), purporting to evidence any
         instruction, direction or order of the Investment Manager with respect
         to the investment of those assets of the Plan over which the
         Investment Manager has investment management authority, will be
         accepted by the Trustee as conclusive proof thereof.  The Trustee will
         also be fully protected in acting in good faith upon any notice,
         instruction, direction, order, certificate, opinion, letter, telegram
         or other document believed by the Trustee to be genuine and from the
         Investment Manager (or the authorized representative of the Investment
         Manager).  The Trustee will not be liable for any action taken or
         omitted by the Investment Manager or for any mistakes of judgment or
         other action made, taken or omitted by the Trustee in good faith upon
         direction of the Investment Manager.





                                     11-8
<PAGE>   79
11.16    Loans to Participants
         The Plan Administrator may authorize the Trustee to lend on a
         nondiscriminatory basis to a Participant an amount from the Plan as
         specified herein; provided, a reasonable rate of interest will be
         charged on the loan, the loan will be secured by 50% of the
         Participant's Vested Accrued Benefit in the Plan, and provision for
         repayment will be made.  All loans will be subject to the approval of
         the Plan Administrator which will investigate each application for a
         loan.  The Plan Administrator will prescribe such rules as may be
         necessary to provide guidelines as to under which circumstances and
         for what purpose loans will be permitted.

         The Plan Administrator will prescribe guidelines as to which Account
         or Accounts loans may be made from.  Each loan made to a Participant
         will be made from the Participant's allowable Account or Accounts.
         All interest and principal repayments will be credited to the
         Participant's Account from which the loan was made.

         In addition to any additional rules and regulations as the Plan
         Administrator may adopt all loans will comply with the following terms
         and conditions:

         (a)     Only Active and Inactive Participants will be eligible to
                 apply for a loan.  Each application for a loan will be made in
                 writing to the Plan Administrator, whose action thereon will
                 be final.

         (b)     Each loan will be made against collateral being the assignment
                 of 50% of the borrower's entire right, title and interest in
                 and to the Trust Fund, supported by the borrower's promissory
                 note for the amount of the loan, including interest payable to
                 the order to the Trustee, and any additional security deemed
                 necessary to adequately secure the Loan.  If a person fails to
                 make a required payment within 90 days of the due date set
                 forth in the loan agreement, the loan will be in default.
                 There will be no foreclosure against a Participant's Accrued
                 Benefit prior to his becoming entitled to a distribution of
                 benefits in accordance with the terms of this Plan.   All
                 loans will become due and payable in full upon the termination
                 of a Participant's employment.  If a Participant with an
                 outstanding loan terminates employment and becomes entitled to
                 a distribution of benefits from the Plan, then the outstanding
                 balance of the unpaid loan plus any accrued interest thereon
                 will be deducted from the amount of otherwise distributable
                 benefits and the Participant's promissory note will be
                 distributed to the Participant.

         (c)     The principal repayment will be amortized over the fixed life
                 of a loan with installments of principal and interest to be
                 paid not less often than quarterly.   The period of repayment
                 for each loan will be arrived at by mutual agreement between
                 the Plan Administrator and the borrower, but in no event will
                 such period exceed a reasonable period of time.  The period of
                 repayment will in no event exceed 5 years unless the loan is
                 to be used to acquire, construct, reconstruct or substantially
                 rehabilitate any dwelling unit which, within a reasonable
                 period of time, is to be used as a principal residence of the
                 Participant.





                                     11-9
<PAGE>   80
         (d)     The minimum amount of any loan is equal to $1,000.

         (e)     The maximum amount of any loan is such that when the amount of
                 the loan is added to the outstanding balance of all other
                 loans made to the Participant from the Plan (and any other
                 plans maintained by the Employer or any Related Employer) the
                 total does not exceed the lesser of:

                 (1)      50% of the Participant's Vested Accrued Benefit; or

                 (2)      $50,000, reduced by the amount, if any, of the
                          highest balance of all outstanding loans to the
                          Participant during the one-year period ending on the
                          day prior to the day on which the loan in question is
                          made.

         (f)     Each loan will bear interest at a rate equal to the prime rate
                 which is published in the Wall Street Journal as being
                 representative of the base rate on corporate loans at large
                 U.S. money center commercial banks on the first day of the
                 month in which the loan is made, plus 1 percentage point.

         (g)     A Participant may have no more than three loans outstanding at
                 any time.

         (h)     Each loan will require the Participant (and, if the
                 Participant is married, the Participant's spouse) to consent
                 to the loan and the possible reduction in the Participant's
                 Accrued Benefit.  Such consent must be made in writing within
                 the 90-day period before the making of the loan.

         (i)     No loan will be permitted to a Participant in a year in which
                 he is either an Owner-Employee or Shareholder-Employee as
                 defined in Code Section 4975(d).





                                    11-10
<PAGE>   81
                                   ARTICLE 12

                     PROVISIONS RELATING TO EMPLOYER STOCK

12.01    American Home Products Corporation Common Stock

         The Trustee will hold shares of American Home Products Corporation
         (AHPC) common stock that are transferred, in kind, from the American
         Home Products Corporation Savings Plan for the benefit of Participants
         in this Plan.  A Participant is permitted to sell shares in AHPC
         common stock and reinvest the proceeds in other Specific Investment
         Funds offered by this Plan.  A Participant may not add contributions
         to or transfer existing account balances to the AHPC stock fund for
         the purchase of AHPC stock.  As soon as administratively possible
         after November 30, 1997, the Trustee will liquidate all remaining
         shares of AHPC common stock in its possession in a prudent and orderly
         manner.  The proceeds from the sale of the remaining shares of AHPC
         common stock will be invested in the Mixed Asset Fund until the
         Participant directs the reinvestment of the proceeds into other
         Specific Investment Funds.

12.02    Voting Rights

         (a)     In General
                 Voting rights with respect to shares of AHPC common stock held
                 in the Trust Fund shall be voted by the Trustee in such manner
                 as may be determined by the respective Participants, with
                 respect to all matters requiring shareholder approval.

                 With respect to shares of AHPC common stock in the Trust Fund
                 which are allocated to Participants who fail to give
                 directions to the Trustee, such shares shall be voted by the
                 Trustee based on the voting directions of those Participants
                 who issued directions with respect to AHPC common stock
                 allocated to their Accounts.  The number of non-voted shares
                 to be voted in a particular manner shall be determined by
                 multiplying the total number of such shares by a fraction, the
                 numerator of which is the number of allocated shares directed
                 to be voted in such manner, and the denominator of which is
                 the total number of allocated shares directed to be voted in
                 any manner with respect to the matter at issue.

                 The Plan Administrator may establish such rules and guidelines
                 as it deems necessary to properly effect the provision of this
                 section.

         (b)     Tender Offers
                 Each Participant, or, in the event of his death, his
                 Beneficiary, shall have the right, to the extent of the number
                 of shares of AHPC common stock in his account, to direct the
                 Trustee in writing as to the manner in which to respond to a
                 tender or exchange offer with respect to shares of such stock.

                 The Plan Administrator shall utilize its best efforts to
                 timely distribute or cause to be distributed to each
                 Participant (or Beneficiary) such information as will be
                 distributed to shareholders of AHPC in connection with any
                 such tender or exchange offer.





                                     12-1
<PAGE>   82
                 The Trustee shall, with respect to AHPC common stock held in
                 the Trust Fund, accept or reject the terms of any tender offer
                 and, accordingly, tender such stock held by the Trustee in the
                 Trust Fund in accordance with the terms and provisions of any
                 tender offer, or not tender such stock, as directed by the
                 respective Participants.  With respect to shares of AHPC
                 common stock which are allocated to Participants who have not
                 given directions, the Trustee shall not tender any shares of
                 AHPC common stock with respect to which such Participants (or
                 beneficiaries) have the right of direction.

                 The sum of fractional shares allocated to Participants'
                 Accounts and unallocated shares of AHPC common stock shall be
                 tendered or exchanged in the same manner and proportion as
                 shares with respect to which Participants have the right of
                 direction are tendered or exchanged.

                 The Plan Administrator may establish such rules and guidelines
                 as it deems appropriate to properly effect the provisions of
                 this Section.





                                     12-2
<PAGE>   83
IN WITNESS WHEREOF, this instrument has been executed by the duly authorized
and empowered officers of the Employer, this 11th, day of September, 1997.

                                  International Home Foods, Inc.



                                  By: /s/ Michael Kelley Maggs           
                                      -----------------------------------------
                                  Senior Vice President and Assistant Secretary

The Trustee agrees to continue to serve as Trustee under the terms of this
instrument.

                                  Charles Schwab Trust Company



                                  By: /s/ Rose Hauer                          
                                      ----------------------------------------





<PAGE>   84
                             FIRST AMENDMENT TO THE
               INTERNATIONAL HOME FOODS, INC. 401(k) SAVINGS PLAN
                    AS AMENDED AND RESTATED JANUARY 1, 1997


This Amendment, effective January 1, 1997, is made by International Home Foods,
Inc., (hereinafter referred to as the "Employer").

WHEREAS, the Employer has previously established the International Home Foods,
Inc. 401(k) Savings Plan for the benefit of eligible employees and their
beneficiaries, and

NOW, THEREFORE, pursuant to Plan Section 10.01, the following amendment is
hereby made and shall be effective January 1, 1997:

Plan Section 1.10 is amended in its entirety to read:

1.10     Eligible Employee Classification
         An Eligible Employee Classification is a classification of Employees,
         the members of which are eligible to participate in the Plan.  The
         Plan covers all employee classifications except:  (1) college interns,
         (2) part- time, temporary and seasonal employees who have not
         completed One Year of Eligibility Service, (3) Leased Employees, and
         (4) Employees whose benefits are governed by a collective bargaining
         agreement unless the collective bargaining agreement explicitly
         provides for participation in the Plan.

The first paragraph of Plan Section 3.03(a) is amended to read:

         Each Contribution Period, the Employer will, within the time
         prescribed by law for making a deductible contribution, make a Company
         Matching Contribution to each eligible Participant's Company Matching
         Account in an amount which is determined in accordance with this
         Section subject to the limitations of Article 7.  Employees whose
         benefits are governed by a collective bargaining agreement are not
         eligible to receive Company Matching Contributions.

IN WITNESS WHEREOF, the Employer, International Home Foods, Inc., has caused
this instrument to be executed as of the date specified below.

                                             EMPLOYER:

                                             International Home Foods, Inc.



Dated:    January 13, 1998                   By:  Michael Kelley Maggs        
         --------------------                ----------------------------





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                            SECOND AMENDMENT TO THE
                  INTERNATIONAL HOME FOODS 401(K) SAVINGS PLAN
                            AS AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 1997



         THIS SECOND AMENDMENT is made this 1st day of July, 1998 by
International Home Foods, Inc.  (the "Company") and is effective as set forth
below.

                                  WITNESSETH:

         WHEREAS, the Company maintains the International Home Foods 401(k)
Savings Plan as amended and restated effective January 1, 1997 (the "Plan");

         WHEREAS, the Plan was amended effective January 1, 1997 to conform the
Plan with the provisions of any collective bargaining agreement entered into by
the Company;

         WHEREAS, pursuant to Section 10.01 of the Plan, the Plan sponsor,
namely the Company, reserves the right to alter or amend, revoke or terminate
the Plan as long as any amendment will not deprive any participant or any
beneficiary of any vested right or reduce any accrued benefit to which a
participant or beneficiary is then entitled with respect to employer
contributions previously made except as may be required to maintain the Plan as
a qualified Plan under the Internal Revenue Code of 1986 as amended;

         WHEREAS, currently the Trustee of the Plan is the Charles Schwab Trust
Company, (the "Trustee");

         WHEREAS, any amendment which changes the duties or responsibility of
the Trustee must be established with the express written consent of the
Trustee; and

         WHEREAS, the Company believes it is in the best interest of Plan
participants to allow participants to invest funds in their accounts in
securities of the Company.





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<PAGE>   86
         NOW, THEREFORE, the Plan is hereby amended as follows and except as
provided below shall continue to read in its current state:

         Article 12 of the Plan is hereby replaced in its entirety with the
following effective July 1, 1998:

                                   ARTICLE 12

                     PROVISIONS RELATING TO EMPLOYER STOCK

12.01    Type of Employer Stock
         The Trustee will, to the extent practical based on the Participant's
         or Beneficiary's election, invest that portion of the Trust fund so
         elected by Participants and Beneficiaries, in Common Stock of the
         Employer or any Participating Employer (Employer Stock) which includes
         treasury stock which has been purchased by the Employer.

12.02    Voting Rights

         (a)     In General
                 Before each annual or special meeting of the Employer's
                 shareholders, the Plan Administrator will cause to be sent to
                 each Participant and Beneficiary who has Employer Stock
                 allocated to his Accounts a copy of the proxy solicitation
                 material for the meeting, together with a form requesting
                 confidential instructions to the Trustee on how to vote the
                 shares of Employer Stock allocated to his Accounts.

                 Voting rights with respect to shares of Employer Stock held in
                 the Trust Fund shall be voted by the Trustee in such manner as
                 may be determined by the respective Participants and
                 Beneficiaries, with respect to all matters requiring
                 shareholder approval.

                 With respect to shares of Employer Stock in the Trust Fund
                 which are allocated to Participants and Beneficiaries who fail
                 to give directions to the Trustee, such shares shall be voted
                 by the Trustee based on the voting directions of those
                 Participants and Beneficiaries who issued directions with
                 respect to Employer Stock allocated to their Accounts.  The
                 number of non-voted shares to be voted in a particular manner
                 shall be determined by multiplying the total number of such
                 shares by a fraction, the numerator of which is the number of
                 allocated shares directed to be voted in such manner, and the
                 denominator of which is the total number of allocated shares
                 directed to be voted in any manner with respect to the matter
                 at issue.

                 The Plan Administrator may establish such rules and guidelines
                 as it deems necessary to properly effect the provision of this
                 section.





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<PAGE>   87
         (b)     Tender Offers
                 In the event of a tender offer for shares of Employer Stock
                 the Plan Administrator will advise each Participant or
                 Beneficiary who has shares of Employer Stock allocated to his
                 Accounts in writing of the terms of the tender offer as soon
                 as practicable after its commencement and will furnish each
                 Participant or Beneficiary with a form by which he may
                 instruct the Trustee confidentially to tender shares allocated
                 to his Accounts.  The Plan Administrator may also provide
                 Participants or Beneficiaries with such other material
                 concerning the tender offer as the Plan Administrator, in its
                 discretion, determines to be appropriate.

                 Each Participant or Beneficiary shall have the right, to the
                 extent of the number of shares of Employer Stock in his
                 account, to direct the Trustee in writing as to the manner in
                 which to respond to a tender or exchange offer with respect to
                 shares of such Employer Stock.

                 The Employer shall utilize its best efforts to timely
                 distribute or cause to be distributed to each Participant or
                 Beneficiary such information as will be distributed to
                 shareholders of the Employer in connection with any such
                 tender or exchange offer.

                 The Trustee shall, with respect to Employer Stock held in the
                 Trust Fund, accept or reject the terms of any tender offer
                 and, accordingly, tender Employer Stock held by the Trustee in
                 the Trust Fund in accordance with the terms and provisions of
                 any tender offer, or not tender such Employer Stock, as
                 directed by the respective Participants or Beneficiaries.
                 With respect to shares of Employer Stock which are allocated
                 to Participants or Beneficiaries who have not given
                 directions, the Trustee shall not tender any shares of
                 Employer Stock with respect to which such Participants or
                 Beneficiaries have the right of direction.

                 The sum of fractional shares allocated to Participants' and
                 Beneficiaries' Accounts and unallocated shares of Employer
                 Stock shall be tendered or exchanged in the same manner and
                 proportion as shares with respect to which Participants and
                 Beneficiaries have the right of direction are tendered or
                 exchanged.

                 The Plan Administrator may establish such rules and guidelines
                 as it deems appropriate to properly effect the provisions of
                 this Section.

12.03    Fiduciary Duties
         The Plan Administrator shall be the fiduciary responsible for
         designing procedures structured in order to safeguard the
         confidentiality of information relating to the purchase, holding, and
         sale of Employer Stock, and the exercise of voting, tender, and
         similar rights, with respect to Employer Stock, by Participants and
         Beneficiaries; provided that, such procedures need not be designed to
         safeguard the confidentiality of information to the extent necessary
         to comply with Federal laws or state laws not preempted by ERISA.  The
         Plan Administrator shall further insure that such procedures are at
         all times sufficient to safeguard the confidentiality of the
         applicable information and are followed.  If the Plan Administrator
         determines that any situation involves a potential for undue employer
         influence upon





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<PAGE>   88
         Participants and Beneficiaries with regard to the direct or indirect
         exercise of shareholder rights, it shall appoint an independent
         fiduciary to carry out activities relating to any such situation.

12.04    Trustee Notification
         The Employer will maintain the Plan such that either (a) as of the
         date hereof the percentage of the issued and outstanding class of
         equity security registered under Section 12 of the Securities Exchange
         Act of 1934 which is Employer Stock owned by the Plan (the Plan
         Percentage) is less than 4.5%, or (b) that the Plan and its prior
         trust have complied with all notice and filing requirements imposed by
         federal securities laws with regard to Employer Stock.  The Employer
         will (a) notify the Trustee in writing within 5 business days
         following any date as of which the Plan Percentage equals or exceeds
         4.5%, (b) monitor the Plan Percentage on a daily basis so long as the
         Plan Percentage is at least 4.5%, (c) notify the Trustee in writing
         within 5 business days following any date as of which the Plan
         Percentage equals or exceeds 5% and, if applicable, 10%, and (d)
         provide monthly written reports to the Trustee disclosing the Plan
         Percentage.  The foregoing monitoring and notification requirements
         shall cease during any month when the Plan Percentage is below 4.5%
         for each day of the month.

         NOW, THEREFORE, be it further provided that except as provided above,
the Plan shall continue to read in its current state.

         IN WITNESS WHEREOF, this Amendment has been executed by the duly
authorized officer of the Company on the date first written above.

                                             INTERNATIONAL HOME FOODS, INC.



                                             By:  /s/ James A. Krause         
                                                  ----------------------------

                                             Title:   Vice President           
                                                   ---------------------------


         The Trustee agrees to continue to serve as Trustee under the terms of
the Plan and the amendments thereto including this Second Amendment to the 
Plan.                                                             
                                                                               
                                         CHARLES SCHWAB TRUST COMPANY          
                                                                               
                                                                               
                                                                               
                                         By:      /s/ Rose Hauer               
                                                  ---------------------------- 
                                                                               
                                         Title:   Officer                      
                                                  ---------------------------- 
                                                                               
                                         Date:    6/18/98                      
                                                  ---------------------------- 
                                                                               




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