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                                                                EXHIBIT 10.15






                            LIFEPOINT HOSPITALS, INC.

                                 RETIREMENT PLAN












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                                TABLE OF CONTENTS

<TABLE>

<S>                                                                         <C>
ARTICLE I  DEFINITIONS.......................................................3
     "Account"...............................................................3
     "Accounting Date".......................................................4
     "Acquired Employer".....................................................4
     "Acquired Group of Employees"...........................................4
     "Acquisition Date"......................................................4
     "Acquisition Loan"......................................................4
     "Actual Contribution Percentage"........................................4
     "Actual Deferral Percentage"............................................5
     "Adjustment Factor".....................................................6
     "Adoption Agreement"....................................................6
     "Affiliated Employer"...................................................6
     "Annual Addition".......................................................7
     "Annuity Starting Date".................................................7
     "Attained Age" or "Age".................................................7
     "Beneficiary"...........................................................7
     "Board of Directors"....................................................8
     "Calendar Quarter"......................................................8
     "Closing Date"..........................................................8
     "Code"..................................................................8
     "Columbia"..............................................................8
     "Columbia Plans"........................................................8
     "Columbia Salary Deferral Plan".........................................9
     "Columbia Money Purchase Pension Plan"..................................9
     "Columbia Stock Bonus Plan".............................................9
     "Columbia Stock Fund"...................................................9
     "Committee".............................................................9
     "Company Stock".........................................................9
     "Company Stock Fund"....................................................9
     "Compensation"..........................................................9
     "Contingent Beneficiary"...............................................11
     "Contribution Ratio"...................................................11
     "Deferral Ratio".......................................................11
     "Determination Date"...................................................12
     "Directed Investment Accounts".........................................12
     "Early Retirement Age".................................................12
     "Early Retirement Date"................................................12
     "Effective Date".......................................................12
     "Election Period"......................................................12
     "Employee".............................................................13
     "Employee Voluntary Contributions".....................................13
     "Employee Voluntary Matching Contribution Allocations".................14
     "Employer".............................................................14
     "Employer Contributions"...............................................14
     "EPIC Plan"............................................................14
     "ESOP Component".......................................................14
     "ESOP Contribution"....................................................14
     "ESOP Fund"............................................................14
</TABLE>



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<TABLE>
     <S>                                                                    <C>
     "ESOP Match Component".................................................14
     "Excess Aggregate Contribution"........................................15
     "Excess Deferral Contribution".........................................15
     "Excess Salary Deferral Contribution"..................................15
     "Fiduciary"............................................................15
     "Financed Shares"......................................................15
     "Forfeiture"...........................................................16
     "HealthTrust Plan".....................................................16
     "Highly Compensated Employee"..........................................16
     "Hour of Service"......................................................16
     "Investment Funds".....................................................19
     "Investment Manager"...................................................19
     "Key Employee".........................................................19
     "Loan Suspense Account"................................................19
     "Matching Employer Contribution Allocations"...........................19
     "Nonhighly Compensated Employee".......................................19
     "Normal Retirement Age"................................................19
     "Normal Retirement Date"...............................................20
     "One Year Break in Service"............................................20
     "Participant"..........................................................20
     "Participating Employer"...............................................20
     "Plan".................................................................20
     "Plan Administrator"...................................................20
     "Plan Anniversary Date"................................................20
     "Plan Benefit".........................................................20
     "Plan Sponsor".........................................................20
     "Plan Year"............................................................20
     "Profit Sharing Contribution"..........................................21
     "Qualified Election Period"............................................21
     "Qualified Participant"................................................21
     "Qualified Joint and Survivor Annuity".................................21
     "Qualified Preretirement Survivor Annuity".............................21
     "Qualified Waiver".....................................................21
     "Salary Deferral Contribution".........................................22
     "Salary Deferral Matching Contribution Allocations"....................24
     "Super Top-Heavy Plan".................................................24
     "Top-Heavy Group"......................................................24
     "Top-Heavy Plan".......................................................24
     "Total and Permanent Disability" or "Totally and Permanently
      Disabled".............................................................25
     "Triad"................................................................25
     "Triad Stock Fund".....................................................25
     "Trust Agreement"......................................................25
     "Trust Fund" or "Trust"................................................25
     "Trustee"..............................................................25
     "Unilateral Employer Contribution".....................................25
     "Valuation Date".......................................................25
     "Years of Service".....................................................25
     "Use of Terms".........................................................27

ARTICLE II PARTICIPATION....................................................28
     2.1 Participation......................................................28
     2.2 Rights of Participants.............................................29
     2.3 Enrollment Form....................................................29

</TABLE>

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<TABLE>

<S>                                                                          <C>
     2.4 Account Transfers for Active Employees...............................31
     2.5 Account Transfers for Former Employee Participants in Columbia
         Plans on Distribution Date...........................................31
     2.6 HealthTrust and EPIC Plan Balances...................................31
     2.7 Account Transfers for Employment Changes from Columbia in 1999.......31

ARTICLE III CONTRIBUTIONS AND ACQUISITION LOANS...............................32
     3.1 Salary Deferral and Employee Voluntary Contributions.................32
     3.2 Form of Contributions................................................32
     3.3 Forfeitures..........................................................33
     3.4 Unilateral Employer Contributions....................................33
     3.5 Salary Deferral Matching Contribution Allocations....................33
     3.6 Employee Voluntary Matching Contribution Allocations.................34
     3.7 Supplemental Employer Contribution to Fund Match.....................34
     3.8 Distribution of Excess Salary Deferral Contributions.................34
     3.9 Distribution of Excess Aggregate Contributions.......................34
     3.10 Distribution of Excess Deferral Contributions.......................36
     3.11 ESOP Contributions..................................................37
     3.12 Profit Sharing Contributions........................................38
     3.13 Section 415 Limitations.............................................38
     3.14 Unilateral Employer Contributions Relating to Actual
          Contribution Percentage Test and Actual Deferral
          Percentage Test.....................................................39
     3.15 Multiple Use of Alternative Test....................................39
     3.16 Adjustment of Defined Contribution Plan Fraction....................40
     3.17 Correction of Contributions in Excess of Section 415 Limits.........41
     3.18 Suspense Account....................................................41
     3.19 Combination of Plans................................................42
     3.20 Correction of Prior Incorrect Allocations and Previous
          Funding Deficiencies................................................42
     3.21 Reversion of Unilateral Employer Contributions, Matching
          Employer Contributions, ESOP Contributions and Profit
          Sharing Contributions...............................................43
     3.22 Acquisition Loans...................................................43

ARTICLE IV ALLOCATION OF CONTRIBUTIONS, EARNINGS AND LOSSES...................45
     4.1 Allocation of Salary Deferral Contributions..........................45
     4.2 Allocation of Employee Voluntary Contributions.......................45
     4.3 Allocation of Unilateral Employer Contributions......................45
     4.4 Allocation of Salary Deferral Matching Contribution Allocations......45
     4.5 Allocation of Employee Voluntary Matching Contribution Allocations...45
     4.6 Allocation of ESOP Contributions.....................................45
     4.7 Allocation of Profit Sharing Contributions...........................46
     4.8 Allocation of Investment Funds.......................................46

ARTICLE V VALUATIONS..........................................................49
     5.1 Determination of Value...............................................49
     5.2 Valuations...........................................................49
     5.3 Valuation Methods....................................................49

ARTICLE VI DIRECTED INVESTMENT ACCOUNTS.......................................50
     6.1 Investment Directions................................................50
     6.2 Investment of Trust Assets...........................................50

</TABLE>



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<TABLE>

<S>                                                                          <C>
ARTICLE VII ESOP FUNDS........................................................52
     7.1 Investment in ESOP Fund..............................................52
     7.2 Voting of Company Stock in ESOP Fund Accounts and Tender Offers......52
     7.3 Diversification......................................................52
     7.4 Columbia Stock Fund and Triad Stock Fund Accounts....................52
     7.5 Company Stock Fund...................................................52

ARTICLE VIII VESTING..........................................................53
     8.1 Fully Vested Contributions...........................................53
     8.2 Forfeitable Contributions............................................53
     8.3 Forfeiture of Nonvested Account Balances.............................54
     8.4 Vesting at Early Retirement Age and Normal Retirement Age............56
     8.5 Vesting Upon Death...................................................56
     8.6 Vesting Upon Total and Permanent Disability..........................56

ARTICLE IX PAYMENT OF BENEFITS TO PARTICIPANTS................................57
     9.1 Commencement of Benefits.............................................57
     9.2 Death Benefits.......................................................57
     9.3 Form of Benefit Distribution.........................................59
     9.4 Participant's Election of Benefits...................................60
     9.5 Special Distribution Rules...........................................61
     9.6 Distributions in the Case of Certain Financial Hardships.............62
     9.7 Cash-Out Procedure Upon Separation From Service......................64
     9.8 In-Service Withdrawals...............................................65
     9.9 Mandatory Commencement of Benefits...................................66
     9.10 Participant Loans...................................................70
     9.11 Requirement of Consent..............................................72
     9.12 Administrative Postponement of Benefits.............................72
     9.13 Suspension of Distributions in Certain Cases........................72
     9.14 Participant Transfers...............................................73
     9.15 Account Transfers in Dispositions...................................73
     9.16 Qualified Preretirement Survivor Annuity and Qualified Joint
          and Survivor Annuity................................................73

ARTICLE X CLAIMS PROCEDURE....................................................77
     10.1 Filing of Claim.....................................................77
     10.2 Denial of Claim.....................................................77
     10.3 Review of Denial....................................................77
     10.4 Decision Upon Review................................................77

ARTICLE XI  THE PLAN ADMINISTRATOR............................................78
     11.1 Designation.........................................................78
     11.2 Committee Action....................................................78
     11.3 Rights and Duties...................................................79
     11.4 Information.........................................................80
     11.5 Compensation and Expense............................................80
     11.6 Consultants, Advisors, Managers and Service Providers...............80
     11.7 Liability...........................................................80

</TABLE>



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<TABLE>

<S>                                                                          <C>
     11.8 Notices and Directions..............................................80
     11.9 Reimbursement of Expenses of Administering the Plan.................80
     11.10 Designation of Service Providers...................................81

ARTICLE XII THE TRUST FUND AND TRUSTEE........................................83
     12.1 Existence of Trust..................................................83
     12.2 Exclusive Benefit Rule..............................................83
     12.3 Removal of Trustee..................................................83
     12.4 Powers of Trustee...................................................83
     12.5 Integration of Trust................................................83
     12.6 Coordination of Trusts..............................................83

ARTICLE XIII AMENDMENT AND TERMINATION........................................84
     13.1 Right to Amend......................................................84
     13.2 Right to Terminate..................................................84
     13.3 Vesting Upon Termination or Partial Termination.....................84
     13.4 Distributions Upon Termination or Withdrawal........................84
     13.5 Unutilized Forfeitures Upon Termination or Partial Termination......85

ARTICLE XIV MISCELLANEOUS PROVISIONS..........................................86
     14.1 Prohibition Against Diversion.......................................86
     14.2 Prudent Man Rule....................................................86
     14.3 Responsibilities of Parties.........................................86
     14.4 Rollover Contributions and Direct Transfers From Other
          Qualified Retirement Plans..........................................86
     14.5 Merger or Consolidation of Employer.................................87
     14.6 Nonalienation or Assignment.........................................88
     14.7 Plan Continuance Voluntary..........................................90
     14.8 Plan Not an Employment Contract.....................................90
     14.9 Payments to Minors and Others.......................................91
     14.10 Unclaimed Benefit and Missing Participant or Beneficiary...........91
     14.11 Governing Law......................................................92
     14.12 Headings Not Part of Agreement.....................................92
     14.13 Merger or Consolidation of Plan....................................92
     14.14 Indemnification....................................................93
     14.15 No Divestment For Cause............................................93
     14.16 Amendments Affecting the Accrued Benefit...........................94
     14.17 Net Unrealized Appreciation in Shares of Company Stock
           Distributed........................................................94
     14.18 Military Leave.....................................................94

ARTICLE XV TOP-HEAVY PROVISIONS...............................................95
     15.1 Purpose.............................................................95
     15.2 Defined Benefit Plan and Defined Contribution Plan Fractions........95
     15.3 Minimum Benefit Requirement.........................................95
     15.4 Compensation........................................................95
     15.5 Contributions.......................................................95
     15.6 Vesting Schedule....................................................96

</TABLE>




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                            LIFEPOINT HOSPITALS, INC.
                                 RETIREMENT PLAN

         WHEREAS, certain subsidiaries of Columbia/HCA Healthcare Corporation
("Columbia") will be "spun-off" from Columbia in May of 1999 in a transaction
which will qualify under Section 355 of the Internal Revenue Code;

         WHEREAS, Lifepoint Hospitals, Inc., which will be spun-off, will be the
parent company of those spun-off entities;

         WHEREAS, in connection with the corporate spin-offs, this Lifepoint
Hospitals, Inc. Retirement Plan is hereby created effective on the Closing Date,
as defined herein; and

         WHEREAS, in connection with the corporate spin-offs, this Plan shall
accept a transfer of the accounts of participants in the Columbia/HCA Healthcare
Corporation Money Purchase Pension Plan, the Columbia/HCA Healthcare
Corporation Stock Bonus Plan, the Columbia/HCA Healthcare Corporation Salary
Deferral Plan, the HealthTrust, Inc. 401(k) Retirement Program and the EPIC
Healthcare Group Inc. Profit Sharing Plan with respect to employees and former
employees of Lifepoint Hospitals, Inc. and its subsidiaries.

         NOW, THEREFORE, the Employer does by appropriate resolution adopt this
Lifepoint Hospitals, Inc. Retirement Plan.

         It is intended that this Plan, together with the Trust Agreement, meet
all the requirements of the Code and ERISA, and the Plan shall be interpreted,
wherever possible to comply with the terms of the Code, ERISA, as amended, and
all formal regulations and rulings issued under the Code and ERISA, as amended.



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                                     PURPOSE

      The Plan is intended to encourage employment longevity and to assist
eligible Employees of the Plan Sponsor and Participating Employers in planning
for their retirement. It is also intended to provide Employees with stock
ownership in the Plan Sponsor, so that employees shall share in the success of
the Company, to the extent of any such success. Like any company, the future
financial success of the Company, and consequently the value of Company Stock,
is uncertain. In this regard, a large portion of the Plan's Trust shall be
invested in Company Stock. The Plan is an eligible individual account plan under
ERISA Section 407(d), which provides for the acquisition and holding of Company
Stock. The ESOP Contribution Account, the Salary Deferral Matching Contribution
Allocations Account, the Employee Voluntary Matching Contribution Allocations
Account and the Columbia Money Purchase Pension Plan Account elements of the
Plan are also intended to be an employee stock ownership plan, as defined in
Code Section 4975(e)(7) and ERISA Section 407(d)(6), and are designed to be
invested primarily in qualifying employer securities, as defined in Code Section
409(1). It is anticipated that the ESOP Component of the Plan will produce
annual allocations to Accounts equal to a percentage of Compensation which will
not vary substantially over the term of the Acquisition Loan.




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<PAGE>   9


                                    ARTICLE I

                                   DEFINITIONS

      As used in this Plan and the accompanying Trust Agreement, the following
terms shall have the following meanings, unless a different meaning is plainly
required by the context.

      "ACCOUNT" shall mean the account, including any sub-accounts, established
      on behalf of each Participant to record his interest in this Plan. In
      addition to any other sub-accounts the Trustee shall maintain the
      following sub-accounts:

      (a)   "Columbia Money Purchase Pension Plan Account" which shall consist
            of amounts transferred to this Plan from the Columbia Money Purchase
            Pension Plan, and earnings thereon, which account shall be part of
            the ESOP Component;

      (b)   "Columbia Stock Bonus Plan Account" which shall consist of amounts
            transferred to this Plan from the Columbia Stock Bonus Plan, and
            earnings thereon;

      (c)   "Employee Voluntary Contribution Account" which shall consist of
            Employee Voluntary Contributions under this Plan, and earnings
            thereon;

      (d)   "Employee Voluntary Matching Contribution Allocations Account" which
            shall consist of Employee Voluntary Matching Contribution
            Allocations under this Plan, and earnings thereon, which account
            shall be part of the ESOP Component;

      (e)   "ESOP Contribution Account" which shall consist of ESOP
            Contributions under this Plan, and earnings thereon, which account
            shall form part of the ESOP Component;

      (f)   "HealthTrust ESOP Account" shall consist of the Participant's ESOP
            contributions under the HealthTrust Plan transferred to this Plan,
            and earnings thereon;

      (g)   "Prior Employer Contribution Account" which shall consist of amounts
            transferred to this Plan from the Columbia Salary Deferral Plan, the
            HealthTrust Plan and the EPIC Plan other than rollover
            contributions, after-tax contributions, thrift contributions,
            employee stock ownership plan contributions, salary deferral
            contributions and matching contributions under the Columbia Salary
            Deferral Plan, and earnings thereon;

      (h)   "Prior Matching Contribution Account" which shall consist of
            matching contributions under the Columbia Salary Deferral Plan
            transferred to this Plan, and earnings thereon;



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      (i)   "Prior Salary Deferral Contribution Account" which shall consist of
            amounts transferred which were attributable to salary deferral
            contributions under the Columbia Salary Deferral Plan and the
            HealthTrust Plan, and earnings thereon;

      (j)   "Profit Sharing Contribution Account" which shall consist of Profit
            Sharing Contributions under this Plan, and earnings thereon;

      (k)   "Rollover Account" which shall consist of amounts transferred to
            this Plan that were rollover contributions under the Columbia Salary
            Deferral Plan, the HealthTrust Plan, and/or the EPIC Plan and
            earnings thereon;

      (l)   "Salary Deferral Contribution Account" which shall consist Salary
            Deferral Contributions and Unilateral Employer Contributions under
            this Plan, and earnings thereon;

      (m)   "Salary Deferral Matching Contribution Allocations Account" which
            shall consist of Salary Deferral Matching Contribution Allocations
            under this Plan, and earnings thereof, which shall be part of the
            ESOP Component;

      (n)   "Thrift Account" which shall consist of amounts transferred to this
            Plan that were after-tax and thrift contributions held under the
            Columbia Salary Deferral Plan, and earnings thereon;

      (o)   "Thrift Matching Account" which shall consist of amounts transferred
            to this Plan that were thrift matching contributions held under the
            Columbia Salary Deferral Plan, and earnings thereon; and

      "ACCOUNTING DATE" shall mean the last day of each Plan Year.

      "ACQUIRED EMPLOYER" shall mean an entity that is acquired (or the assets
      of which are acquired) by the Plan Sponsor and that thereby becomes an
      Employer.

      "ACQUIRED GROUP OF EMPLOYEES" means a group of individuals who become
      Employees of an Employer simultaneously as a result of an acquisition
      agreement between an Employer and one or more members of the group of
      individuals who become Employees.

      "ACQUISITION DATE" shall mean that date on which the Plan Sponsor either
      acquires an Acquired Employer or begins employment of an Acquired Group of
      Employees.

      "ACQUISITION LOAN" shall mean an installment obligation incurred by the
      Trustee in connection with the purchase of Company Stock pursuant to
      Article III.

      "ACTUAL CONTRIBUTION PERCENTAGE" shall mean either the average of all the
      individual Contribution Ratios for Highly Compensated Employees for the
      current Plan Year or the average of all individual Contribution Ratios for
      Nonhighly Compensated Employees for the preceding Plan Year, respectively.



                                       4

<PAGE>   11

      In no event shall the Actual Contribution Percentage for eligible Highly
      Compensated Employees exceed the greater of one of the following "Actual
      Contribution Percentage tests":

      (a)   One hundred twenty-five percent (125%) of the Actual Contribution
            Percentage for all Nonhighly Compensated Employees who are eligible
            to participate in the Plan; or

      (b)   The lesser of (i) two hundred percent (200%) of the Actual
            Contribution Percentage for Nonhighly Compensated Employees or (ii)
            such Actual Contribution Percentage plus two (2) percentage points.

      For purposes of the Actual Contribution Percentage tests, Employee
      Voluntary Contributions shall be tested in one Actual Contribution
      Percentage test and Salary Deferral Matching Contribution Allocations and
      Employee Voluntary Matching Contribution Allocations shall be tested in a
      separate (ESOP Match Component) Actual Contribution Percentage test, and
      each such test shall include such amounts contributed to all plans of the
      Employer which are treated as one plan for purposes of Code Section
      410(b), taking into account any mandatory disaggregation rules thereunder.
      Except as otherwise provided in Treasury Regulations, if any Highly
      Compensated Employee participates in one or more other plans of the
      Employer with respect to which contributions are subject to the Actual
      Contribution Percentage test described in this definition, then all such
      contributions shall be aggregated and tested as if provided under this
      Plan under this definition.

      For purposes of computing the Actual Contribution Percentage for both
      Highly Compensated Employees and Nonhighly Compensated Employees, every
      Contribution Ratio of every Employee eligible to participate in this Plan
      for the Plan Year in issue shall be taken into account. For this purpose,
      Employees who would receive a Salary Deferral Matching Contribution
      Allocations if they made Salary Deferral Contributions, but who can't make
      Salary Deferral Contributions because of a distribution, loan, or election
      not to participate in the Plan, shall be treated as eligible to
      participate in the Plan. Employees otherwise eligible to participate in
      the Plan, but unable to participate due to the contribution and/or annual
      addition limitations of Subsection (c)(1) or (e) of Code Section 415,
      shall also be treated as eligible to participate in the Plan. For these
      purposes, the Contribution Ratio for any given Plan Year of any Employee
      eligible to participate in the Plan for such Plan Year who does not make
      any Employee Voluntary Contributions or receive Matching Employer
      Contribution Allocations for such Plan Year shall be zero. For the 1999
      Plan year, the Actual Contribution Percentage of the Nonhighly Compensated
      Employees under the Plan for 1999 shall be utilized to calculate
      permissible Matching Employer Contribution Allocations and Employee
      Voluntary Contributions for the Highly Compensated Employees.

      "ACTUAL DEFERRAL PERCENTAGE" shall mean either the average of all the
      individual Deferral Ratios for Highly Compensated Employees for the
      current Plan Year or the average of all



                                       5

<PAGE>   12


      individual Deferral Ratios for Nonhighly Compensated Employees for the
      preceding Plan Year, respectively.

      In no event shall the Actual Deferral Percentage for eligible Highly
      Compensated Employees exceed the greater of the following "Actual Deferral
      Percentage Tests":

      (a)   One hundred twenty-five percent (125%) of the Actual Deferral
            Percentage for all Nonhighly Compensated Employees who are eligible
            to participate in the Plan; or

      (b)   The lesser of (i) two hundred percent (200%) of the Actual Deferral
            Percentage for Nonhighly Compensated Employees or (ii) such Actual
            Deferral Percentage plus two (2) percentage points.

      For purposes of the Actual Deferral Percentage test, Salary Deferral
      Contributions shall include such amounts contributed to all plans of the
      Employer which are treated as one plan for purposes of Code Section
      410(b). Except as otherwise provided in Treasury Regulations, if any
      Highly Compensated Employee participates in one or more other plans of the
      Employer with respect to which contributions are subject to the Actual
      Deferral Percentage test described in this definition, then all such
      contributions shall be aggregated and tested as if provided under this
      Plan under this definition.

      For purposes of computing the Actual Deferral Ratio for both Highly
      Compensated Employees and Nonhighly Compensated Employees for any given
      Plan Year, every Deferral Percentage of every Employee eligible to
      participate in this Plan for any part of the Plan Year in issue shall be
      taken into account. For this purpose, Employees who would be able to make
      Salary Deferral Contributions but for a distribution, loan, or election
      not to participate in the Plan, shall be treated as eligible to
      participate in the Plan. Employees otherwise eligible to participate in
      the Plan, but unable to participate due to the contribution and/or annual
      addition limitations of Subsection (c)(1) or (e) of Code Section 415,
      shall also be treated as eligible to participate in the Plan. For these
      purposes, the Deferral Ratio for any given Plan Year of any Employee
      eligible to participate in the Plan for such Plan Year who does not make
      any Salary Deferral Contributions for such Plan Year shall be zero. For
      the 1999 Plan Year, the Actual Deferral Percentage of the Nonhighly
      Compensated Employees under the Plan for 1999 shall be utilized to
      calculate permissible Salary Deferral Contributions for the Highly
      Compensated Employees.

      "ADJUSTMENT FACTOR" shall mean the cost of living adjustment factor
      prescribed by the Secretary of the Treasury under Section 415(d) of the
      Code, as applied to such items and in such manner as the Secretary shall
      provide.

      "ADOPTION AGREEMENT" shall mean any agreement entered into by an
      Affiliated Employer for the purpose of evidencing the terms and conditions
      upon which it adopts this Plan.

      "AFFILIATED EMPLOYER" shall mean any corporation which is a member of a
      controlled group of corporations (as defined in Section 414(b) of the
      Code) which includes the Plan



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<PAGE>   13

      Sponsor; any trade or business (whether or not incorporated) which is
      under common control (as defined in Section 414(c) of the Code) of the
      Plan Sponsor; any organization (whether or not incorporated) which is a
      member of an affiliated service group (as defined in Section 414(m) of the
      Code) which includes the Plan Sponsor; and any other entity required to be
      aggregated with the Plan Sponsor pursuant to final regulations published
      under Section 414(o) of the Code.

      "ANNUAL ADDITION" shall mean the amount allocated to a Participant's
      Account during the Plan Year that constitutes:

      (a)   Matching Employer Contribution Allocations;

      (b)   Employee Voluntary Contributions and Salary Deferral Contributions,
            including Excess Aggregate Contributions and Excess Deferral
            Contributions, but excluding Excess Salary Deferral Contributions
            under Code Section 402(g) which are distributed to the Participant
            within the time frame permissible under the Code;

      (c)   Allocations of Company Stock attributable to ESOP Contributions;

      (d)   Profit Sharing Contributions;

      (e)   Supplemental Employer Contributions;

      (f)   Forfeitures; and

      (g)   Amounts described in Section 415(l)(1) and 419A(d)(2) of the Code.

      Notwithstanding the foregoing provisions, if no more than one-third of
      Employer Contributions to the ESOP Component are allocated to the Accounts
      of Highly Compensated Employees, then Annual Additions shall not include
      amounts specified in Code Sections 415(c)(6)(A) and (B).

      "ANNUITY STARTING DATE" shall mean the first day of the first period for
      which a Plan Benefit is paid as permitted under Article IX as an annuity
      or any other form to a Participant.

      "ATTAINED AGE" or "AGE" shall mean the age, in years, of an Employee as of
      the last anniversary of his date of birth.

      "BENEFICIARY" shall mean any person or persons (or an estate or trust)
      designated by a Participant in such form as the Plan Administrator may
      prescribe to receive any death benefit that may be payable hereunder if
      such person or persons survive the Participant. Subject to the
      requirements for a Qualified Waiver, this designation may be revoked at
      any time in similar manner and form. In the event of the death of the
      designated Beneficiary prior to the death of the Participant, the
      Contingent Beneficiary shall be entitled to receive



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<PAGE>   14


      any death benefit. If neither the Beneficiary nor Contingent Beneficiary
      survives the Participant or if no Beneficiary or Contingent Beneficiary
      has been effectively named, the Participant's Plan Benefits shall be
      distributed to the Beneficiary in accordance with this Plan.

      Beneficiary of a Married Participant. Notwithstanding any other provision
      of this Plan, the term "Beneficiary" shall mean the Participant's spouse
      if the Participant is married.

      Waiver. Any Beneficiary designation made by such a Participant which is
      not in accord with this Subsection, shall be considered null and void from
      its inception unless the Participant and his spouse jointly execute a
      written election acknowledging the fact that another Beneficiary is to be
      designated by the Participant, witnessed by either an authorized Plan
      representative or by a Notary Public and filed with the Plan Administrator
      ("Waiver"). The consent of the spouse shall either specifically authorize
      a specific Beneficiary other than the spouse or authorize several
      Beneficiaries other than the spouse (or several Beneficiaries in addition
      to the spouse). Any such election can be revoked and reexecuted any number
      of times until the earlier of the time that either the Participant or his
      Beneficiary begins to receive benefits under the Plan. Any such election
      or revocation is only effective as to the spouse therein named. No
      Participant, absent the above-described election, can designate a
      Beneficiary other than his spouse unless he proves to the satisfaction of
      an authorized Plan representative that he is not married, that his spouse
      cannot be located, or that his spouse's consent to the selection of a
      Beneficiary other than his spouse is not necessary because of such other
      circumstances as the Secretary of Treasury may prescribe by regulation. In
      making this determination, the Plan Administrator and/or authorized Plan
      representative shall in all respects act in accordance with the fiduciary
      standards of ERISA. The Plan Administrator shall have the discretion to
      devise uniform and nondiscriminatory procedures by which to implement the
      provisions of this definition.

      "BOARD OF DIRECTORS" shall mean the Board of Directors of the Plan
      Sponsor.

      "CALENDAR QUARTER" shall mean the three month period beginning each
      January 1, April 1, July 1 and October 1.

      "CLOSING DATE" shall mean the date of the corporate "spin-off" of the
      common stock of the Employer from Columbia in a tax-free transaction under
      Code Section 355.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended.

      "COLUMBIA" shall mean Columbia/HCA Healthcare Corporation and, unless the
      context indicates otherwise, its direct and indirect wholly-owned
      subsidiaries.

      "COLUMBIA PLANS" shall mean the Columbia Money Purchase Pension Plan, the
      Columbia Stock Bonus Plan, the Columbia Salary Deferral Plan, the
      HealthTrust Plan and the EPIC Plan.



                                       8
<PAGE>   15


      "COLUMBIA SALARY DEFERRAL PLAN" shall mean the Columbia/HCA Healthcare
      Corporation Salary Deferral Plan as it existed immediately prior to the
      Effective Date.

      "COLUMBIA MONEY PURCHASE PENSION PLAN" shall mean the Columbia/HCA
      Healthcare Corporation Money Purchase Pension Plan as it existed
      immediately prior to the Effective Date.

      "COLUMBIA STOCK BONUS PLAN" shall mean the Columbia/HCA Healthcare
      Corporation Stack Bonus Plan as it existed immediately prior to the
      Effective Date.

      "COLUMBIA STOCK FUND" shall mean a separate fund maintained by the Trustee
      for common stock of Columbia/HCA Healthcare Corporation that was
      transferred from the Columbia Plans to this Plan.

      "COMMITTEE" shall mean the Retirement Plan Committee, as appointed by the
      Board of Directors.

      "COMPANY STOCK" shall mean the common stock of Lifepoint Hospitals, Inc.,
      which stock is a qualifying employer security within the meaning of Code
      Section 409(l)(1) and which stock is a registration-type class of
      securities as defined in Code Section 409(e)(4). The Plan Sponsor also
      anticipates that all Company Stock held under the Plan shall continue to
      be readily tradable on an established market throughout the existence of
      this Plan. In the event that such Company Stock ceases to be readily
      tradable on an established market, the Plan shall be amended to
      incorporate any and all requirements under ERISA and the Code applicable
      to such non-readily tradable Company Stock.

      "COMPANY STOCK FUND" shall mean a separate fund maintained by the Trustee
      for the investment of Company Stock, other than Company Stock held with
      respect to the ESOP Component of the Plan. A separate "Company Stock Fund
      Account" shall be maintained for each Participant who has an interest in
      the Company Stock Fund.

      "COMPENSATION" shall mean a Participant's total compensation paid by
      Employer during the Plan Year, including salary, overtime pay, certain
      bonuses, as reportable on the Participant's federal income tax withholding
      statement (Form W-2), increased by the amount of any Salary Deferral
      Contributions made by a Participant under this Plan and by any amount
      which result from the Participant's election to reduce his salary under a
      plan described in Section 125 of the Code.

      Exceptions. Notwithstanding any other provision of this Plan, Compensation
      shall not include

      (a)   Compensation paid for service performed for an Employer who is not a
            Participating Employer;



                                       9
<PAGE>   16


      (b)   Compensation paid for services performed for a Participating
            Employer if at the time such services were performed the Employee's
            employment was subject to a collective bargaining agreement, unless
            such collective bargaining agreement provided that the Employee is
            eligible to participate in this Plan;

      (c)   Any reimbursements, allowances or compensation associated with a
            geographic transfer or relocation;

      (d)   Income arising from the exercise of a stock option relating to any
            security of Employer;

      (e)   An amount contributed by an Employer on behalf of the Participant
            under any Code ss.125 or ss.129 arrangement and taken as cash or
            used to purchase benefits on a tax-free basis by the Participant
            during the Plan Year; and

      (f)   The PS-58 cost of life insurance for the Employee's benefit.

      Limitation on Compensation. In addition to other applicable limitations
      set forth in the Plan, and notwithstanding any other provision of the Plan
      to the contrary, the annual Compensation of each employee taken into
      account under the Plan shall not exceed the OBRA '93 annual compensation
      limit. The OBRA '93 annual compensation limit is $150,000, as adjusted by
      the Commissioner for increases in the cost of living in accordance with
      Section 401(a)(17)(B) of the Code. For 1999, the limit is $160,000. The
      cost-of-living adjustment in effect for a calendar year applies to any
      period, not exceeding 12 months, over which Compensation is determined
      (determination period) beginning in such calendar year. If a determination
      period consists of fewer than 12 months, the OBRA '93 annual compensation
      limit will be multiplied by a fraction, the numerator of which is the
      number of months in the determination period, and the denominator of which
      is 12. Any reference in this Plan to the limitation under Section
      401(a)(17) of the Code shall mean the OBRA '93 annual compensation limit
      set forth in this provision. If compensation for any prior determination
      period is taken into account in determining an employee's benefits
      accruing in the current Plan Year, the compensation for that prior
      determination period is subject to the OBRA '93 annual compensation limit
      in effect for that prior determination period.

      1999 Plan Year. For the 1999 Plan Year, Compensation shall include: (1)
      compensation earned before the Closing Date in 1999 under the Columbia
      Salary Deferral Plan; (2) with respect to Employees whose accounts
      transfer to this Plan pursuant to Section 2.7, all compensation earned
      from Columbia in 1999 on and after the Closing Date; (3) with respect to
      Employees who were active participants in the Triad Retirement Savings
      Plan on the Closing Date and who terminate service with Triad and are
      hired by the Employer in 1999, all compensation earned from Triad in 1999
      on and after the Closing Date; and (4) with respect to Employees who were
      active participants in the Triad Retirement Savings Plan on the Closing
      Date and who separated from service with Triad in 1999 and were thereafter
      hired by Columbia in 1999, and who subsequently separated from service
      with Columbia in



                                       10
<PAGE>   17


      1999 and were hired by the Employer in 1999, compensation earned from both
      Triad and Columbia during 1999. Notwithstanding the foregoing provisions,
      however, in no event shall any compensation be counted more than once.

      "CONTINGENT BENEFICIARY" shall mean the person or persons (or a trust)
      duly designated by the Participant to receive any death benefit from the
      Plan in the event the designated Beneficiary does not survive the
      Participant.

      "CONTRIBUTION RATIO" shall mean, with respect to the ESOP Match Component,
      the percentage determined by dividing the Participant's Matching Employer
      Contribution Allocations, any Salary Deferral Contributions which the
      Employer elects to take into account in computing the Participant's
      Contribution Ratio, and any Unilateral Employer Contributions which the
      Employer does not elect to take into account in computing Deferral Ratios,
      if any, by (b) such Participant's compensation. For purposes of this
      definition, the term "compensation" shall mean Employee's compensation,
      determined in any manner which satisfies Code Section 414(s). The
      Contribution Ratio shall be calculated to the nearest one hundredth of one
      percent of the Participant's compensation. The Contribution Ratio for all
      Highly Compensated Employees shall be determined by treating all plans
      subject to Code Section 401(m) under which a Highly Compensated Employee
      is eligible to participate (other than those that may not be permissively
      aggregated) as a single plan. However, Salary Deferral Contributions and
      Unilateral Employer Contributions may be taken into account in computing
      Contribution Ratios only if the requirement of Treasury Regulation Section
      1.401(m)-1(b)(5) are satisfied with respect to such contributions. For the
      1999 Plan Year, a Participant's Contribution Ratio shall be based on the
      foregoing contributions and his compensation from the Effective Date
      through December 31, 1999, plus the foregoing contributions and his
      compensation prior to the Effective Date under the Columbia Salary
      Deferral Plan for 1999. Separate Contribution Ratios shall be calculated
      with respect to Employee Voluntary Contributions. For this purpose, a
      Participant's Contribution Ratio shall mean the percentage determined by
      dividing (a) the Participant's Employee Voluntary Contributions, any
      Salary Deferral Contributions which the Employer elects to take into
      account in computing the Participant's Contribution Ratio, and any
      Unilateral Employer Contributions which the Employer does not elect to
      take into account in computing Deferral Ratios, if any, by (b) such
      Participant's compensation. However, any Salary deferral Contributions
      and/or Unilateral Employer Contributions taken into account in the ESOP
      Match Component Contribution Ratios shall not be taken into account in the
      Contribution Ratios specified in the preceding sentence.

      "DEFERRAL RATIO" shall mean the percentage determined by dividing (a) the
      sum of a Participant's Salary Deferral Contributions for which no election
      has been made to apply such contributions in computing the Contribution
      Ratio of the Participant and any Unilateral Employer Contributions made on
      behalf of the Participant which the Employer elects to take into account
      in computing the Participant's Deferral Ratio for the Plan Year by (b)
      such Participant's compensation. For purposes of this definition, the term
      "compensation" shall mean an Employee's compensation, determined in any
      manner which satisfies Code Section 414(s). The Deferral Ratio shall be
      calculated to the nearest one



                                       11
<PAGE>   18



      hundredth of one percent of the Participant's compensation. Salary
      Deferral Contributions shall be taken into account in computing Deferral
      Ratios only if they are allocated to Accounts as of a date within the Plan
      Year. For this purpose, a Salary Deferral Contribution is considered
      allocated as of a date within a Plan Year only if the allocation is not
      contingent upon participation or performance of services after such
      allocation date and the Salary Deferral Contribution is paid to the Trust
      no later than twelve (12) months after the end of the Plan Year.
      Notwithstanding the foregoing, Unilateral Employer Contributions may be
      taken into account in computing Deferral Ratios only if the requirements
      of Treasury Regulation Section 1.401(k)-1(b)(5) are satisfied with respect
      to such contributions. With respect to each Highly Compensated Employee,
      the Deferral Ratio shall be computed by treating all qualified cash or
      deferred arrangements (as defined in Case Section 401(k)) under which the
      Highly Compensated Employee is eligible to participate (other than those
      which may not be permissively aggregated) as one qualified cash or
      deferred arrangement, and all contributions and compensation shall be
      aggregated accordingly. Salary Deferral Contributions shall be taken into
      account in computing Deferral Ratios for any given Plan Year only if the
      amount of such contributions would have been paid to the Employee during,
      or within two and one-half (2 1/2) months after, the Plan Year in which
      the services relating to such compensation were performed, but for the
      Employee's election to defer receipt of such compensation amount by making
      Salary Deferral Contributions to the Plan. For the 1999 Plan Year, a
      Participant's Deferral Ratio shall be based on the foregoing contributions
      and his compensation from the Effective Date through December 31, 1999,
      plus the foregoing contributions and his Compensation prior to the
      Effective Date under the Columbia Salary Deferral Plan for 1999.

      "DETERMINATION DATE" shall mean, for any Plan Year, the last day of the
      preceding Plan Year; however, in the case of the first Plan Year, the
      Determination Date is the last day of the first Plan Year.

      "DIRECTED INVESTMENT ACCOUNTS" shall mean the sub-accounts under which a
      Participant shall direct the investment, which shall include his Profit
      Sharing Contribution Account, Salary Deferral Contribution Account, Prior
      Salary Deferral Contribution Account, Prior Matching Contribution Account,
      Prior Employer Contribution Account, Columbia Money Purchase Pension Plan
      Account, Columbia Stock Bonus Plan Account, HealthTrust ESOP Account,
      Rollover Account, Thrift Account and Thrift Matching Account, as
      applicable.

      "EARLY RETIREMENT AGE" shall mean that date on which a Participant has
      both (a) attained Age fifty-five (55); and (b) completed ten (10) Years of
      Service.

      "EARLY RETIREMENT DATE" shall mean the first day of the month immediately
      following or coincident with the date the Participant attains Early
      Retirement Age.

      "EFFECTIVE DATE" shall mean the Closing Date.

      "ELECTION PERIOD" shall mean



                                       12
<PAGE>   19


      (a)   For purposes of a Qualified Preretirement Survivor Annuity, in
            accordance with applicable Treasury regulations, the period
            beginning on the first day of the Plan Year in which a Participant
            attains age thirty-five (35) and ends on the date of the
            Participant's death, provided that Participants who are hired prior
            to age thirty-five (35) may waive the Qualified Preretirement
            Survivor Annuity, but such waiver shall be void upon the beginning
            of the Plan Year in which they attain age thirty-five (35) (at which
            time a new waiver would be necessary to prevent a Qualified
            Preretirement Annuity). If Participant separates from service prior
            to the Plan Year in which he attains age thirty-five (35), then his
            Election Period shall commence on the date he separated from service
            and end on his date of reemployment with the Employer, unless he is
            reemployed during the Plan Year in which he attains age thirty-five
            (35); or

      (b)   For purposes of a Qualified Joint and Survivor Annuity, the ninety
            (90) day period ending on the Annuity Starting Date.

      "EMPLOYEE" shall mean any person who is employed as a common-law employee
      by a Participating Employer, and who (i) is treated for withholding and
      FICA tax purposes as an employee on the payroll of such Participating
      Employer and (ii) is not (a) in a unit covered by a collective bargaining
      agreement, unless such agreement expressly provides for participation in
      the Plan, or (b) a nonresident alien with no U.S. source income.
      Accordingly, if any person who is performing services for a Participating
      Employer, but is not considered by such Participating Employer to be a
      common-law employee for payroll purposes, is subsequently mandatorily
      reclassified by the Internal Revenue Service as a common-law employee with
      respect to his prior service or is otherwise put on the payroll of a
      Participating Employer, he shall, nevertheless, (a) not be considered an
      Employee eligible for participation in the Plan prior to the date he
      satisfies clause (i) in the preceding sentence, and (b) continue to be
      ineligible for participation in the Plan thereafter if he shall be
      employed in a job position designated by his Participating Employer (by
      Board resolution) as a "non-covered position."

      Leased Employee shall mean a person who satisfied the definition as
      provided under Code Section 414(n), and shall only be taken into
      consideration for purposes of this Plan to the extent so required by such
      Code section (for example, if Leased Employees constitute less than twenty
      percent (20%) of the Employer's Nonhighly Compensated Employee work force
      within the meaning of Section 414(n)(1)(C)(ii) of the Code, the term
      "Employee" shall not include leased employees as are covered by a plan
      described in Section 414(n)(5) of the Code) unless otherwise provided by
      the terms of this Plan, other than in this definition. Contributions or
      benefits provided by the leasing organization which are attributable to
      services performed for Employer shall be treated as provided by Employer.

      "EMPLOYEE VOLUNTARY CONTRIBUTIONS" shall mean voluntary after-tax
      contributions made by Participants.



                                       13
<PAGE>   20


      "EMPLOYEE VOLUNTARY MATCHING CONTRIBUTION ALLOCATIONS" shall mean amounts
      of Company Stock released from the Suspense Account pursuant to Section
      3.6 (valued on the business day released or the immediately preceding
      day) attributable to contributions the Employer shall make to the Plan
      with respect to Participants who elect to make Employee Voluntary
      Contributions. Such amounts shall remain invested in Company Stock and
      Participants shall not be able to direct the investment thereof. All such
      amounts shall be allocated to Accounts as of a date within the Plan Year,
      and shall be credited to Accounts on or prior to the last day of the Plan
      Year following the Plan Year to which they relate.

      "EMPLOYER" shall mean Lifepoint Hospitals, Inc., a Delaware corporation
      with principal offices located at Nashville, Tennessee and each Affiliated
      Employer, as determined as of a particular date.

      "EMPLOYER CONTRIBUTIONS" shall mean Salary Deferral Contributions and any
      other Employer contributions made under the terms of the Plan.

      "EPIC PLAN" shall mean the EPIC Healthcare Group, Inc. Profit Sharing Plan
      as it existed immediately prior to the Effective Date.

      "ESOP COMPONENT" shall mean the portion of the Plan consisting of Salary
      Deferral Matching Contribution Allocations Accounts, ESOP Contribution
      Accounts and Employee Voluntary Matching Contribution Allocations Accounts
      and any other amounts specified in Section 3.7 which, together, shall be
      deemed to constitute an employee stock ownership plan as defined in Code
      Section 4975(e)(7) and ERISA Section 407(d)(6), provided that the Columbia
      Money Purchase Pension Plan Accounts shall also be considered part of the
      ESOP Component such that the assets thereof may be invested by
      Participants in Company Stock to any extent desired.

      "ESOP CONTRIBUTION" shall mean a contribution made to the Account of a
      Participant as described in Article III.

      "ESOP FUND" shall mean a separate fund maintained by the Trustee with
      respect to the ESOP Component of the Plan. A separate "ESOP Fund Account"
      shall be maintained for each Participant's interest in the ESOP Fund. With
      the exception of the Columbia Money Purchase Pension Plan Accounts, all or
      substantially all of this Fund shall be invested in Company Stock and
      Participants shall not be eligible to direct investment of the portion of
      their Account which is part of the ESOP Fund.

      "ESOP MATCH COMPONENT" shall mean the Matching Employer Contribution
      Allocations for any particular Plan Year.

      "ESOP TRUSTEE" shall mean the trustee which possesses legal title to the
      ESOP Fund, other than the portion of the trust comprised of the Columbia
      Money Purchase Pension Plan Accounts.



                                       14

<PAGE>   21

      "EXCESS AGGREGATE CONTRIBUTION" shall mean, with respect to the ESOP Match
      Component, the amount equal to the excess of the total (i) Matching
      Employer Contribution Allocations, and (ii) Unilateral Employer
      Contributions and/or Salary Deferral Contributions taken into account in
      computing Contributions Ratios actually made on behalf of Highly
      Compensated Employees for such Plan Year, over the maximum amount of such
      aggregated contributions permitted under the Actual Contribution
      Percentage test. With respect to the non-ESOP Component (relating to
      Employee Voluntary Contributions), such term shall equal the excess of (i)
      Employee Voluntary Contributions, and (ii) Unilateral Employer
      Contributions and/or Salary Deferral Contributions taken into account in
      computing Contribution Ratios actually made on behalf of Highly
      Compensated Employees for such Plan Year, over the maximum amount of such
      aggregated contributions permitted under the Actual Contribution
      Percentage test.

      "EXCESS DEFERRAL CONTRIBUTION" shall mean the sum of Salary Deferral
      Contributions and Unilateral Employer Contributions taken into account in
      calculating Deferral Ratios, contributed by or on behalf of Highly
      Compensated Employees, in excess of the maximum amount of such
      Contributions permitted by the Actual Deferral Percentage test.

      "EXCESS SALARY DEFERRAL CONTRIBUTION" shall mean the sum of Salary
      Deferral Contributions and all other elective deferrals, as defined in
      Code Section 402(g)(3), made under this Plan or under any other plans,
      contracts or arrangements of the Employer for the Plan Year, in excess of
      the maximum amount permitted under Code Section 402(g), as such maximum
      amount may be increased by the Adjustment Factor.

      "FIDUCIARY" shall mean and include the Trustee, Plan Administrator,
      Investment Manager, and any other person to the extent that any such
      person:

      (a)   Exercises any discretionary authority or discretionary control
            respecting management of the Plan or exercises any authority or
            control respecting management or disposition of its assets;

      (b)   Renders investment advice for a fee or other compensation, direct or
            indirect, with respect to any moneys or other property of the Plan,
            or has any authority or responsibility to do so;

      (c)   Has any discretionary authority or discretionary responsibility in
            the administration of the Plan; or

      (d)   Is designated to carry out fiduciary responsibilities pursuant to
            this Plan and the Trust Agreement to the extent permitted by Section
            405(c)(1)(B) of ERISA.

      "FINANCED SHARES" shall mean shares of Company Stock acquired by the
      Trustee with the proceeds of an Acquisition Loan.



                                       15
<PAGE>   22

      "FORFEITURE" shall mean the portion of a Participant's Account which does
      not become a part of his Plan Benefit either (i) upon termination of
      participation in the Plan or (ii) upon a distribution of Excess Aggregate
      Contributions. Forfeitures shall be adjusted for investment earnings and
      losses allocated to such amounts for the period beginning when such
      amounts become Forfeitures and ending when such amounts are allocated in
      accordance with the terms of the Plan.

      "HEALTHTRUST PLAN" shall mean the HealthTrust, Inc. 401(k) Retirement
      Program as it existed immediately prior to the Effective Date.

      "HIGHLY COMPENSATED EMPLOYEE" shall mean, with respect to any Plan Year
      (or determination year): (1) any Employee who was a five percent (5%) or
      greater owner of the Employer during the Plan Year or the immediately
      preceding Plan Year, or (2) any Employee who earned more than $80,000 in
      the preceding Plan Year. In addition, for the 1999 Plan Year, any Employee
      who earned more than $80,000 from Columbia in 1998 shall be a Highly
      Compensated Employee. The $80,000 amount shall be adjusted for inflation
      and for short Plan Years, pursuant to the Code Section 414(q). The
      Employer may, at its election, limit Employees earning $80,000 or more to
      only those Employees who fall within the "top-paid group," as defined in
      Code Section 414(q). Any Employee who is not a Highly Compensated Employee
      shall be deemed a Nonhighly Compensated Employee.

      "HOUR OF SERVICE" shall mean:

      (a)   Each hour for which an Employee is paid, or entitled to payment for
            the performance of duties for an Employer during a Plan Year.

      (b)   Except as otherwise provided in this definition, each hour for which
            an Employee is paid, or entitled to payment from an 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.
            Hours of Service shall be awarded under this definition for periods
            of time during which no duties are performed at the rate of forty
            (40) hours per work week.

            (1)   No more than five hundred and one (501) Hours of Service will
                  be credited under this definition to an Employee on account of
                  any single continuous period during which the Employee
                  performs no duties (whether or not such period occurs in a
                  single Plan Year).

            (2)   Hours of Service shall not be credited on account of a period
                  during which an Employee is paid or entitled to payment and
                  with respect to which no duties are performed, if such payment
                  is made or due under a plan maintained solely for the purpose
                  of complying with applicable workmen's compensation, or
                  unemployment compensation or disability service laws, or



                                       16

<PAGE>   23

                  if the payment merely reimburses the Employee for a medical or
                  medically-related expense incurred by the Employee.

            (3)   For purposes of this definition, a payment shall be deemed to
                  be made by or due from an Employer regardless of whether such
                  payment is made by or due from an Employer directly, or
                  indirectly through, among others, a trust fund or insurer, to
                  which an Employer pays premiums and regardless of whether
                  contributions made or due to the trust fund, insurer or other
                  entity are for the benefit of a particular Employee or are on
                  behalf of a group of Employees in the aggregate.

            (4)   For purposes of vesting, a Participant shall receive credit,
                  at a rate of forty (40) hours per work week, for hours of LOA
                  under the Federal Family and Medical Leave Act of 1993 (P.L.
                  103-3), if such Participant returns to work for the Employer
                  following his LOA in accordance with the provisions of such
                  Act which entitles him to such credit while on LOA.

      (c)   Maternity or Paternity Leave. In the case of absences from work due
            to a "Maternity or Paternity Leave" (as hereinafter defined), the
            following rules shall apply:

            (1)   "Maternity or Paternity Leave" means any period for which an
                  Employee is absent from work by reason of that Employee's
                  pregnancy, the birth of a child, adoption of a child or by
                  reason of that Employee caring for his child immediately after
                  the child's birth or adoption.

            (2)   Solely for the purpose of determining whether a break in
                  service occurs for purposes of determining eligibility and
                  vesting, an Employee absent from work due to a Maternity or
                  Paternity Leave shall be credited with the number of Hours of
                  Service he normally would have incurred but for the Maternity
                  or Paternity Leave; or, if the Plan Administrator is unable to
                  determine this amount, then the Employee shall be credited
                  with eight (8) Hours of Service for each day he normally would
                  have worked but for the Maternity or Paternity Leave.

            (3)   The maximum number of Hours of Service credited under this
                  definition shall not exceed five hundred and one (501) hours.
                  Hours of Service so credited shall only be applied to the Plan
                  Year in which the Maternity or Paternity Leave begins, unless
                  such Hours of Service are not required to prevent the Employee
                  from incurring a One Year Break in Service. If the Hours of
                  Service which would otherwise be credited under this
                  definition in the Plan Year in which the Maternity or
                  Paternity Leave begins are not required to prevent the
                  Employee from incurring a One Year Break in Service, then such
                  Hours of Service shall be credited to the Employee in the
                  immediately following Plan Year.





                                       17
<PAGE>   24

            (4)   No Hour of Service shall be credited under this definition
                  unless the Employee provides proof to the Plan Administrator
                  that his absence from work was due to a Maternity or Paternity
                  Leave as defined hereinabove and provides proof to the Plan
                  Administrator of the number of days he was absent due to the
                  Maternity or Paternity Leave. The Plan Administrator shall
                  prescribe uniform and nondiscriminatory procedures by which to
                  make the above determinations.

            (d)   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 shall not be credited under subsections
                  (a), (b), (c) and (d) of this definition. The crediting of
                  Hours of Service for back pay awarded or agreed to with
                  respect to periods described in subsection (b) of this
                  definition shall be subject to the limitations described in
                  paragraphs (1), (2) and (3) of such subsection (b).

            Department of Labor Regulations. The crediting of Hours of Service
            shall be subject to all rules contained in paragraphs (b) and (c) of
            the United States Department of Labor Regulations Section
            2530.200b-2.

            Determination of Hour of Service for Commissions and "On-Call". The
            Hours of Service for an Employee who is compensated for the Plan
            Year solely on the basis of commissions, as opposed to salary or
            hourly pay, shall be deemed to equal the quotient of such Employee's
            compensation received from an Employer divided by the lowest minimum
            wage under the Fair Labor Standards Act of 1938, as amended, in
            effect at any time during the Plan Year. Hours of Service shall not
            include hours for which an Employee is paid for being "on-call," but
            for which the Employee performs no service for the Employer, and for
            which the Employee's pay is less than the rate of pay received by
            the Employee from the Employer for the performance of services.

            1999 Hours. For the 1999 Plan Year, Hours of Service shall include:
            (1) Hours of Service under the Columbia Salary Deferral Plan prior
            to the Closing Date; (2) with respect to Employees whose accounts
            transfer to this Plan pursuant to Section 2.7, all Hours of Service
            performed for Columbia in 1999 on and after the Closing Date; (3)
            with respect to Employees who were active participants in the Triad
            Retirement Savings Plan on the Closing Date and who terminate
            service with Triad and are hired by the Employer in 1999, all Hours
            of Service performed at Triad in 1999 on and after the Closing Date;
            and (4) with respect to Employees who were active participants in
            the Triad Retirement Savings Plan on the Closing Date and who
            separated from service with Triad in 1999 and were thereafter hired
            by Columbia in 1999, and who subsequently separated from service
            with Columbia in 1999 and were hired by the Employer in 1999, all
            Hours of Service performed for both Triad and Columbia during 1999.
            Notwithstanding the foregoing provisions, however, in no event shall
            any Hours of Service be counted more than once.



                                       18

<PAGE>   25

      "INVESTMENT FUNDS" shall mean each of the funds under which Plan assets
      are invested, including the Company Stock Fund but not including the ESOP
      Fund, the Columbia Stock Fund and the Triad Stock Fund.

      "INVESTMENT MANAGER" shall mean any fiduciary (other than a trustee or
      named fiduciary) who:

      (a)   Has the power to manage, acquire, or dispose of any asset of the
            Plan;

      (b)   Is a bank, insurance company, or an investment advisor registered
            under the Investment Advisors Act of 1940; and

      (c)   Has acknowledged in writing that he is a fiduciary with respect to
            the Plan.

      "KEY EMPLOYEE" shall mean a Plan Participant who at any time during the
      Plan Year or the four previous Plan Years was (1) an officer of the
      Employer, having annual compensation greater than fifty percent (50%) of
      the dollar limitation in effect under Code ss. 415(b)(1)(A) for any such
      Plan Year; (2) one of the ten Employees having annual compensation greater
      than the dollar limitation in effect under Code ss. 415(c)(1)(A) and who
      owns (or who is considered to own within the meaning of Code ss. 318) the
      largest interests in the Employer (if two (2) or more Employees have equal
      ownership interests, the one with the larger annual compensation has the
      larger interest); (3) a five percent (5%) owner of the Employer; or (4) a
      one percent (1%) owner of the Employer, whose annual compensation is
      greater than one-hundred and fifty thousand dollars ($150,000). For
      purpose of clause (1) of this definition, no more than fifty (50)
      employees shall be treated as officers. If less than fifty (50) employees
      are officers, then the greater of three (3) employees or ten percent (10%)
      of all employees shall be treated as officers if all the facts and
      circumstances indicate such a classification. The Beneficiary of a Key
      Employee or a former Key Employee will be treated, respectively, as a Key
      Employee or a former Key Employee. A Non-Key Employee is any Employee who
      is not a Key Employee.

      "LOAN SUSPENSE ACCOUNT" shall mean the account established for unallocated
      Financed Shares.

      "MATCHING EMPLOYER CONTRIBUTION ALLOCATIONS" means Salary Deferral
      Matching Contribution Allocations and Employee Voluntary Matching
      Contribution Allocations. A Participant shall not be entitled to elect to
      receive Matching Employer Contribution Allocations in cash rather than as
      a contribution to his Account.

      "NONHIGHLY COMPENSATED EMPLOYEE" shall mean any Employee other than a
      Highly Compensated Employee.

      "NORMAL RETIREMENT AGE" shall mean Age sixty-five (65).



                                       19

<PAGE>   26

      "NORMAL RETIREMENT DATE" shall mean the first day of the month coincident
      with or immediately following the date on which the Participant attains
      Age sixty-five (65).

      "ONE YEAR BREAK IN SERVICE" shall mean a Plan Year during which the
      Participant has not completed more than five hundred (500) Hours of
      Service. Solely for the purpose of determining whether a Participant
      serves more than five hundred (500) Hours of Service in a Plan Year, a
      Participant shall be credited with an Hour of Service for each hour of
      absence (based on a forty (40) hour week or pro rata portion thereof) by
      reason of any of the following causes, provided, however, that no such
      crediting shall result in a duplication of credits for the same period of
      time.

      (a)   Leaves of absence duly granted by the Employer continuing for a
            period of not more than two (2) years, with all Participants under
            similar circumstances being treated alike; and

      (b)   Lay-off for a lack of work or other cause continuing for a period of
            not more than one (1) year.

      "PARTICIPANT" shall mean an Employee who has met the requirements of
      Article II for participation. A Participant's Account shall be entitled to
      receive a share of earnings or losses for a Plan Year (without regard to
      whether the Participant served any Hours of Service during the Plan Year)
      unless his Account has been closed in accordance with Article IX prior to
      the end of each Plan Year quarter. An individual shall cease to be a
      Participant as of the date on which his Plan Benefits are distributed
      under Article IX.

      "PARTICIPATING EMPLOYER" shall mean any Affiliated Employer that adopts
      this Plan, other than the Plan Sponsor. Adoption may be accomplished
      through a resolution of the board of directors of an eligible Employer.

      "PLAN" shall mean the Lifepoint Hospitals, Inc. Retirement Plan. Subject
      to approval by the Plan Sponsor and the definition of Participating
      Employer, the Plan may be adopted by any Affiliated Employer, as
      determined as of a particular date.

      "PLAN ADMINISTRATOR" shall mean the Committee.

      "PLAN ANNIVERSARY DATE" shall mean the last day of the Plan Year, December
      31.

      "PLAN BENEFIT" shall mean the amount of the distribution to which a
      Participant becomes entitled upon termination of participation in the
      Plan.

      "PLAN SPONSOR" shall mean the Employer.

      "PLAN YEAR" shall mean the calendar year. The period beginning April 1,
      1999 and ending December 31, 1999 shall be treated as a short Plan Year.
      For all purposes of this Plan, the "Limitation Year" for purposes of
      Section 415 of the Code shall be the calendar year.



                                       20

<PAGE>   27

      "PROFIT SHARING CONTRIBUTION" shall mean a contribution made to the
      Account of a Participant as described in Article III.

      "QUALIFIED ELECTION PERIOD" shall mean the six-Plan Year period beginning
      with the Plan Year in the which the Participant first becomes a Qualified
      Participant.

      "QUALIFIED PARTICIPANT" shall mean a Participant who has obtained age 55,
      whether or not he remains an Employee.

      "QUALIFIED JOINT AND SURVIVOR ANNUITY" shall mean an annuity for the
      Participant's life with a survivor annuity for his spouse which is equal
      to fifty percent (50%) of the amount of the annuity payable during their
      joint lives and is the actuarial equivalent of a single life annuity for
      the life of the Participant.

      Single Participants. With respect to a Participant who is not married, a
      Qualified Joint and Survivor Annuity shall mean an annuity for the life of
      the Participant.

      "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" shall mean an annuity for the
      life of the surviving spouse which is the actuarial equivalent of the
      greater of:

      (a) The Participant's death benefit as determined under Article IX; or

      (b) Fifty percent (50%) of the Participant's Account as of the date of his
          death.

      Single Participants. With respect to a Participant who is not married, the
      qualified Preretirement Survivor Annuity is deemed waived, until such time
      as the Participant first becomes married.

      "QUALIFIED WAIVER" shall mean a waiver that is executed by a Participant
      and, where required, the Participant's spouse, of a Qualified Joint and
      Survivor Annuity or a Qualified Preretirement Survivor Annuity, a
      designation of a Beneficiary and Contingent Beneficiary other than the
      Participant's spouse, or a request for a "cash-out" of benefits.

      Procedure. A Qualified Waiver shall be in writing; consented to by the
      Participant's spouse if such consent is so required under Article IX; made
      within the applicable Election Period; and shall specify the optional form
      in which benefits shall be paid, the Beneficiary and Contingent
      Beneficiary being designated, or that a "cash-out" is requested, as the
      case may be. Any consent to a Qualified Waiver by the Participant's spouse
      shall be in writing, and shall be witnessed by either a Plan
      representative or a notary public. Such spousal consent shall be on a form
      which acknowledges the effect of the Qualified Waiver and consent thereto.
      Such spousal consent shall be effective only with respect to the specific
      Beneficiary and Contingent Beneficiary specified in the Qualified Waiver,
      unless the Qualified Waiver specifically allows the Participant to change
      the Beneficiary or Contingent Beneficiary without the execution of another
      Qualified Waiver.



                                       21

<PAGE>   28


      Missing or No Spouse. If the Participant established to the satisfaction
      of the Plan Administrator that the consent of the Participant's spouse may
      not be obtained because the Participant has no spouse or the Participant's
      spouse cannot be located, or if the spouse's consent is not necessary
      under applicable Treasury regulations, a waiver by the Participant will be
      deemed a Qualified Waiver.

      New Spouse. Where provided, a spousal consent shall be valid only with
      respect to the spouse by whom it is signed (or in the event of a waiver
      which is deemed a Qualified Waiver, the designated spouse) or in the event
      of an unmarried participant, only so long as the Participant remains
      unmarried.

      Revocation. A Qualified Waiver may be revoked by a Participant without the
      consent of the Participant's spouse at any time before the commencement of
      benefits. However, upon revocation of a prior waiver, any new or
      substitute waiver shall have no effect unless it satisfies the provisions
      of this Section. The number of revocations shall not be limited as long as
      such revocations are made during the applicable Election Period.

      "SALARY DEFERRAL CONTRIBUTION" means a fixed percentage or a dollar amount
      of a Participant's Compensation which is contributed by the Plan Sponsor
      or Participating Employer each Plan Year to the Salary Deferral
      Contribution Account of a Participant under Article III. Each Participant
      may designate the percentage or amount referred to in the preceding
      sentence subject to the approval of the Plan Administrator, provided that:

      (a)   The designation is made in writing or through the Voice Response
            System (as determined by the Plan Administrator), in a manner and
            within a time period prescribed by the Plan Administrator;

      (b)   The designation is irrevocable with respect to all Compensation
            earned by the Participant during the portion of the Plan Year to
            which the designation applies and is made prior to the time the
            Compensation is paid to the Participant; and

      (c)   The designation does not cause the average of the Deferral Ratios
            for Participants who are Highly Compensated Employees to exceed the
            greater of the following "Average Deferral Percentage tests":

            (1)   One and one-quarter (1.25) multiplied by the average of the
                  Deferral Ratios of all Nonhighly Compensated Employees who are
                  eligible to participate in the Plan; or

            (2)   The lesser of (i) two hundred percent (200%) of the average of
                  the Deferral Ratios for Nonhighly Compensated Employees or
                  (ii) the average of the Deferral Ratios for Nonhighly
                  Compensated Employees plus two percent (2%).



                                       22

<PAGE>   29
      (d)   The amount designated as a Salary Deferral Contribution by any
            Participant cannot be a percentage which the Plan Administrator
            determines will cause the Annual Additions under this Plan when
            combined with the Annual Additions under all other plans maintained
            by the Employer or any other plan required under the Code to be
            aggregated with such plans to exceed the limitations of Code Section
            415(c) applicable to the Participant.

      (e)   In no event shall the Salary Deferral Contribution of a Participant
            exceed Seven Thousand Dollars ($7,000) as indexed for inflation or,
            where different, the amount provided under Code Section 402(g)(5).

      (f)   For purposes of making the determination under Subsection (c), if
            Salary Deferral Contributions or other cash or deferred arrangements
            qualified under Code Section 401(k) are maintained by the Employer
            in any other plan which is treated as one plan with this Plan for
            purposes of Code Section 401(a)(4) or 410(b), then all such Salary
            Deferral Contributions and cash or deferred arrangements shall be
            treated as Salary Deferral Contributions under this Plan.

      (g)   The Deferral Ratio for any Employee who is a Highly Compensated
            Employee for the Plan Year and who is eligible to have deferral
            contributions allocated to this Account under two or more plans or
            arrangements described in Section 401(k) of the Code that are
            maintained by an Employer shall be determined as if all such
            deferral contributions were made under a single arrangement.

      (h)   In the case of a Participant who is a Highly Compensated Employee,
            the Salary Deferral Contribution designation provided for in this
            Section shall not equal or exceed an amount, determined by the Plan
            Administrator, which will result in discrimination prohibited by
            Code Section 401(a)(4).

      (i)   The Deferral Ratio of an eligible Employee who makes no elective
            contribution is zero.

      (j)   For purposes of the "Average Deferral Percentage test," Compensation
            shall be considered for the entire Plan Year, without regard to the
            date on which the Participant commenced participation in this Plan.

      (k)   Some or all of such amounts deferred by the Employee may be returned
            to the Employee after the end of the Plan Year if the Actual
            Deferral Percentage test is not passed for the Plan Year.

      (l)   At the election of the Employer, all or a portion of such
            contributions shall be utilized in computing Contribution Ratios.
            Any of such contributions which are utilized in computing
            Contribution Ratios shall not be utilized in computing Deferral
            Ratios.




                                       23
<PAGE>   30

      "SALARY DEFERRAL MATCHING CONTRIBUTION ALLOCATIONS" shall mean the amounts
      of Company Stock released from the Suspense Account pursuant to Section
      3.5 (valued on the day released or the immediately preceding business day)
      attributable to amount of contributions the Employer shall make to the
      Plan with respect to Participants who elect to make Salary Deferral
      Contributions for any Plan Year. Such amounts released shall remain
      invested in Company Stock and Participants shall not be able to direct the
      investment thereof. All such amounts shall be allocated to Accounts as of
      a date within the Plan Year, and shall be credited to Accounts on or prior
      to the last day of the Plan Year following the Plan Year to which they
      relate.

      "SUPER TOP-HEAVY PLAN" shall mean any Plan that would be a Top-Heavy Plan
      if ninety percent (90%) were substituted for sixty percent (60%) in the
      definition of Top-Heavy Group.

      "TOP-HEAVY GROUP" shall mean an aggregation group of plans maintained by
      the Employer in which any Key Employee participates and any other plans
      maintained by the Employer, which enable any plan in which a Key Employee
      participates to meet the coverage and anti-discrimination test of Code
      Sections 401(a)(4) and 410(b). An aggregation group is a Top-Heavy Group
      if the aggregate Accounts for Key Employees exceed sixty percent (60%) of
      the same amount determined for all Participants under all plans included
      in the aggregation group. In determining whether an aggregation group is a
      Top-Heavy Group, the Account balances for all Participants shall be
      determined with reference to the respective Determination Dates of the
      various plans in the aggregation group falling within the same calendar
      year. If an aggregation group is a Top-Heavy Group, each plan required to
      be included in the Top-Heavy Group is a Top-Heavy Plan. The Employer may
      permissively aggregate plans not required to be in the aggregation group
      if the group as so aggregated continues to meet the requirements of Code
      Sections 401(a)(4) and 410.

      "TOP-HEAVY PLAN" shall mean (i) a Plan if, as of the Determination Date,
      the present value of the aggregate Accounts for Participants who are Key
      Employees for the Plan Year exceeds sixty percent (60%) of the value of
      the aggregate Accounts for Employees under the Plan; or (ii) a Plan which
      is part of a Top-Heavy Group. For purposes of determining the present
      value of the aggregate Accounts of Participants, the present value of the
      aggregate Accounts shall be increased by the aggregate distributions made
      with respect to any Participant or Beneficiary under the Plan during the
      five (5) year period ending on the Determination Date, notwithstanding
      that the Plan may have terminated within the five (5) year period if the
      terminated Plan would have been required to be included in an aggregation
      group but for its termination. However, if a Participant has not performed
      any services for an Employer at any time during the five (5) year period
      ending on the Determination Date, then his Account will not be included in
      determining the present value of the aggregate Accounts for Participants.
      Also, as provided under Code Section 416(g)(4)(B), the computation
      excludes from the aggregate Accounts of Participants the Account of any
      Participant who was formerly a Key Employee.




                                       24
<PAGE>   31


      "TOTAL AND PERMANENT DISABILITY" or "TOTALLY AND PERMANENTLY DISABLED"
      shall mean a physical or mental condition which occurs during the period
      of time in which a Participant is an Employee (including a period during
      which sick pay benefits are being paid), and which causes the Participant
      to be eligible for disability benefits under Section 423 of Title 42 of
      the U.S. Code. A Participant shall be considered Totally and Permanently
      Disabled only if the Participant files with the Plan Administrator a copy
      of the certification of the Social Security Administration stating that
      the Participant has qualified for Social Security disability benefits
      under Section 423 and the Participant furnishes evidence to the
      satisfaction of the Plan Administrator that the Participant's disability
      occurred while the Participant was an active Employee.

      "TRIAD" shall mean Triad Hospitals Inc.

      "TRIAD STOCK FUND" shall mean a separate fund maintained by the Trustee
      for common stock of Triad that was received upon the spin-off of Triad by
      Columbia.

      "TRUST AGREEMENT" shall mean the agreement entered into between the Plan
      Sponsor and the Trustee with respect to this Plan, as it may subsequently
      be amended from time to time. There may be two or more separate trust
      agreements.

      "TRUST FUND" or "TRUST" shall mean all cash, securities, life insurance,
      and real estate, and any other property held by the Trustee pursuant to
      the terms of the Trust Agreement, together with the income therefrom.
      There may be two or more separate trust funds.

      "TRUSTEE" shall mean the Trustee or Trustees named in the Trust
      Agreement(s). There may be two or more trustees with respect to the assets
      of the Plan.

      "UNILATERAL EMPLOYER CONTRIBUTION" means an Employer contribution for a
      Plan Year to be allocated to each Participant who is not a Highly
      Compensated Employee and who has elected to make Salary Deferral
      Contributions for the Plan Year, which may be contributed by the Employer
      in any Plan Year. Such contribution shall be allocated pro rata based on
      Salary Deferral Contributions for the Plan Year to which such contribution
      relates. A Participant shall not be entitled to elect to receive
      Unilateral Employer Contributions in cash rather than as contributions to
      his Account. Such amounts shall be fully vested and shall be distributable
      in accordance with the distribution provisions of Article IX, provided
      that hardship distributions shall not be allowed. At the election of the
      Employer, all or a portion of such contributions shall be utilized in
      computing Deferral Ratios. Any of such contributions which are not
      utilized in computing Deferral Ratios shall be utilized in computing
      Contribution Ratios.

      "VALUATION DATE" shall mean the first business day as of which it is
      administratively feasible to determine the value of the applicable amount.

      "YEARS OF SERVICE" shall mean years of service for vesting, to be
      determined as follows:




                                       25
<PAGE>   32

      An Employee shall be credited with a Year of Service for each Plan Year
      during which the Employee (1) has at least reached age eighteen (18), and
      (2) serves at least one-thousand (1,000) Hours of Service for an Employer.
      If a Participant separates from service with the Employer prior to the end
      of a Plan Year, the Participant shall be credited with a Year of Service
      for purposes of vesting for the Plan Year in which he separates from
      service if the Participant has completed at least one-thousand (1,000)
      Hours of Service for an Employer during such Plan Year.

      (a)   Service Under Qualified Plans of Acquired Employers. Unless the
            acquisition agreement provides otherwise, full years of service with
            an Acquired Employer for vesting purposes prior to the Acquisition
            Date shall be taken into account if such Acquired Employer
            maintained a retirement plan qualified under Section 401(a) or
            403(b) or 408(k) of the Code immediately prior to the Acquisition
            Date or, if the Plan Administrator so determines in its sole
            discretion, at any time prior to the Acquisition Date. Service for
            purposes of vesting credited under the preceding sentence shall be
            equal to the service for purposes of vesting that the Employee has
            accrued under any qualified retirement plan (or 403(b) plan or
            408(k) plan) of the Acquired Employer as of the Acquisition Date.
            This subsection (1) shall only apply to Participants who were
            actively employed by the Acquired Employer on the Acquisition Date.

      (b)   Vesting Service Provided Under Adoption Agreement. Full Years of
            Service shall, to the extent required in the Adoption Agreement
            executed between the Plan Sponsor or an Employer and an Acquired
            Employer, include Years of Service with an Acquired Employer served
            prior to the Acquisition Date. Service taken into account under this
            subsection shall be in addition to any other service taken into
            account under this definition.

      (c)   Service Under Qualified Plans of Prior Employer by Acquired Group of
            Employees. Unless the acquisition agreement provides otherwise, full
            years of service for vesting purposes with the immediate prior
            employer of an Acquired Group of Employees, prior to the Acquisition
            Date, shall be taken into account if such former employer maintained
            a retirement plan qualified under Section 401(a) or 403(b) or 408(k)
            of the Code immediately prior to the Acquisition Date or, if the
            Plan Administrator so determines in its sole discretion, at any time
            prior to the Acquisition Date. Service for purposes of vesting
            credited under the preceding sentence shall be equal to the service
            for purposes of vesting that the Employee had accrued under any
            qualified retirement plan (or 403(b) plan or 408(k) plan) maintained
            by the immediate prior employer as of the Acquisition Date. This
            subsection shall only apply to Participants who were actively
            employed by the immediate prior employer on the Acquisition Date.

      (d)   Vesting Service Provided Under Acquisition Agreement. Full Years of
            Service shall, to the extent required in the acquisition agreement
            under which the individuals of an Acquired Group of Employees become
            Employees, include years of service



                                       26

<PAGE>   33


            with the immediate prior employer of the Acquired Group of Employees
            served prior to the Acquisition Date. Service taken into account
            under this subsection shall be in addition to any other service
            taken into account under this definition.

      (e)   Service With Columbia. Subject to Section 8.3, all individuals whose
            account balances in the Columbia Plans transfer to the Plan pursuant
            to Sections 2.4, 2.5 and 2.7 shall be granted service credit for
            their years of vesting service under the Columbia Money Purchase
            Pension Plan. Such service shall be transferred from the Columbia
            Plans. In addition, subject to Section 8.3, the individuals whose
            accounts (or former accounts) are described in the last paragraph of
            Section 8.3.3 shall be granted service credit for their years of
            vesting service under the Columbia Money Purchase Pension Plan. Such
            service shall be transferred from the Columbia Plans. Subject to
            Section 8.3, any individuals whose accounts in the Columbia Plans
            don't transfer to the Plan because they fall within the exception
            clause of the first sentence of Section 2.4 shall be granted service
            credit for their years of vesting service under the Columbia Money
            Purchase Pension Plan. Such service shall be transferred from the
            Columbia Plans.

      (f)   Service with Triad. An individual who was an employee of Triad on
            the Closing Date, and who terminates employment with Triad during
            1999 and is hired by the Employer during 1999 shall receive credit
            for this vesting service under the Triad Plan Retirement Savings
            Plan.

      (g)   Affiliated Employers. For the purpose of granting Years of Service
            under the Plan, an Affiliated Employer will be treated as an
            Employer for purposes of determining Hours of Service and Years of
            Service.

      (h)   No Double Counting. Notwithstanding the foregoing provisions, in no
            event shall any period of service be counted more than once.

      "USE OF TERMS" Any words herein used in the masculine shall be read and be
      construed in the feminine in all cases where they would so apply. Words in
      the singular shall be read and construed as though used in plural in all
      cases where they would so apply.





                                       27
<PAGE>   34


                                   ARTICLE II

                                  PARTICIPATION

2.1   PARTICIPATION. An Employee of the Plan Sponsor or a Participating Employer
      shall be eligible to participate in the Salary Deferral Contributions and
      Employee Voluntary Contributions components of the Plan as of the first
      business day of the calendar month following the date during which is
      sixty (60) days after the date he is hired, provided that he either is Age
      twenty-one (21) or greater or will attain Age twenty-one (21) during such
      calendar month. Otherwise, such Employee shall be eligible to participate
      in the Salary Deferral Contribution Allocations and Employee Voluntary
      Contribution Allocations components of the plan beginning on the first day
      of the calendar month during which he will attain Age twenty-one (21). An
      Employee of the Plan Sponsor or a Participating Employer shall be eligible
      to begin participation in the Profit Sharing Contributions, Salary
      Deferral Matching Contribution Allocations and Employee Voluntary Matching
      Contribution Allocations and ESOP Contributions components of the Plan as
      of the first day of the Plan Year following the Plan Year in which he is
      hired, provided he is age twenty-one (21) or greater at the beginning of
      such Plan Year or will attain age twenty-one (21) during such Plan Year.
      Otherwise, such Employee shall be eligible to participate in the Profit
      Sharing Contributions, Salary Deferral Matching Contribution Allocations
      and Employee Voluntary Matching Contribution Allocations and ESOP
      Contributions components as of the beginning of the Plan Year in which he
      will attain age twenty-one (21). Only Employees of Participating Employers
      or the Plan Sponsor shall participate in the Plan.

      2.1.1 Entry Date. An eligible Employee shall be admitted to the Plan on
            the first day of the calendar month during which he becomes
            eligible, provided that he is an Employee of Employer when such
            requirement is met. A Participant who terminates employment with
            Employer and subsequently returns to employment with Employer or any
            Participating Employer shall commence participation in the Plan on
            the day of his reemployment. A former Employee of Columbia whose
            accounts in the Columbia Plans transfer to the Plan pursuant to
            Section 2.5 shall be considered a rehired Employee upon becoming
            employed by the Employer.

      2.1.2 Ineligible Employees. Notwithstanding the preceding provisions of
            this Section 2.1, an Employee whose employment is subject to a
            collective bargaining agreement (unless such collective bargaining
            agreement provides to the contrary) shall not be eligible to
            participate in this Plan. An Employee shall not be excluded from
            participating in this Plan solely on account of age, except as
            provided under Section 2.1 above.

      2.1.3 Leased Employees. Leased Employees shall not be entitled to
            participate in this Plan.



                                       28
<PAGE>   35


      2.1.4 Exception for Employees of Acquired Employers. Unless the Adoption
            Agreement or other agreement entered into between the Plan Sponsor
            or an Employer and the Acquired Employer or member (or members) of
            the Acquired Group of Employees provides otherwise, Employees of
            Acquired Employers and Employees of Acquired Groups of Employees
            shall be eligible to participate in this Plan on the later of:

            (a)   As soon as practicable after the Acquisition Date, provided
                  the Employee is Age twenty-one (21); or

            (b)   The date as otherwise would apply under the preceding
                  provisions of this Section 2.1.

      2.1.5 Conversion from Columbia. Notwithstanding the foregoing provisions
            of this Section 2.1, all individuals who are employed by the
            Employer on the Closing Date and who were active participants in one
            or more of the Columbia Plans on the day before the Closing Date
            shall become Participants in all components of this Plan on the
            Closing Date. In addition, those individuals employed by a
            Participating Employer who would have been participants in the
            Columbia Plans but for their facility's failure to adopt such plans
            (and become participating employers therein) shall become
            Participants in all components of this Plan on the Closing Date.
            Salary Deferral Contributions and Employee Voluntary Contributions
            (and related Matching Employer Contribution Allocations) may begin
            in 1999 as of the beginning of any payroll period(s) of the Employer
            which immediately precedes the Closing Date or immediately follows
            the Closing Date, and which immediately follows the final payroll
            period(s) of Columbia.

      2.1.6 Transfers from Columbia in 1999. An individual who is a participant
            in one or more of the Columbia Plans and who becomes an Employee
            under the provisions of Section 2.7 shall be considered a rehired
            Employee in accordance with Section 2.1.1 for purposes of
            participation.

      2.1.7 Employment Changes from Triad in 1999. An individual who was an
            employee of Triad on the Closing Date and whose accounts in the
            Columbia Plans transferred to the Triad Retirement Savings Plan in
            1999 shall be considered a rehired Employee under Section 2.1.1 if
            he separates from service with Triad during 1999 and is hired by the
            Employer in 1999.

2.2   RIGHTS OF PARTICIPANTS. All Participants shall be bound by the terms of
      the Plan, including all amendments hereto made in the manner authorized
      herein.

2.3   ENROLLMENT FORM. Subject to the provisions of Sections 2.3.1 and 9.6.4,
      each Participant will complete an enrollment form prescribed by the Plan
      Administrator on which the Participant shall provide the information
      requested thereon and shall designate the percentage if any, of his
      Compensation which constitutes his Salary Deferral Contribution and/or
      Employee Voluntary Contribution. The election forms must be filed with the
      Plan



                                       29
<PAGE>   36


      Administrator or its designee and will remain in effect until revoked or
      changed pursuant to Section 2.3.3. The Plan Administrator may utilize what
      communications methods it deems proper to receive communications,
      elections and directions from Participants.

      2.3.1 Authority to Establish Procedures for Contributions. The Plan
            Administrator may adopt and revise procedures to be followed in
            making Salary Deferral Contribution and Employee Voluntary
            Contribution elections. Such procedures may include but are not
            limited to the format of the election forms to be used in making
            Salary Deferral Contribution and Employee Voluntary Contribution
            elections, the deadlines for providing the election forms to and for
            filing the election forms by the Participant, the procedures for
            approval of Salary Deferral Contribution and Employee Voluntary
            Contribution elections and the procedures under which the amount of
            any Participant's Salary Deferral Contribution and/or Employee
            Voluntary Contribution election may be reduced in order to cause the
            Plan to satisfy the Average Deferral Percentage test or the Actual
            Contribution Percentage test, or in order to prevent the Participant
            from receiving Annual Additions for the Plan Year in excess of the
            limits imposed by Code Section 415. Any changes shall be effective
            as soon as reasonably and administratively practicable within the
            terms of the administration system. The Plan Administrator shall
            also have discretion to prescribe rules under which a separate
            Salary Deferral Contribution and/or Employee Voluntary Contribution
            election may be made with respect to any bonus or overtime payable
            to a Participant. The Plan Administrator may allow the provisions of
            this Subsection 2.3.1 to be applied separately as to each
            Participating Employer, such that separate procedures may apply for
            different Participating Employers. However, in no event may any
            Participating Employer apply a procedure which discriminates in
            favor of Highly Compensated Employees.

      2.3.2 Failure to File a New Enrollment Form. If a Participant fails to
            file a new enrollment form at the end of a month for which the
            Participant had in effect a Salary Deferral Contribution and/or
            Employee Voluntary Contribution election, the Participant shall be
            treated as continuing the last enrollment form that he filed with
            the Plan Administrator and the same Salary Deferral Contribution
            and/or Employee Voluntary Contribution will be withheld on his
            behalf for the next month.

      2.3.3 Revocation or Change of Salary Deferral Contribution and/or Employee
            Voluntary Contribution Election. Subject to the discretion of the
            Plan Administrator as provided in Section 2.3.1, a Participant who
            has a Salary Deferral Contribution and/or Employee Voluntary
            Contribution election in effect may revoke or change or suspend such
            election at any time.

            The Participant's revocation or change or suspension of his Salary
            Deferral Contribution and/or Employee Voluntary Contribution
            election must be either completed on a form prescribed by the Plan
            Administrator and filed with the Plan Administrator (or its
            designee) or provided through the Voice Response System. If a
            Participant does not revoke or change his Salary Deferral
            Contribution and/or Employee Voluntary Contribution election in the
            manner prescribed, his Salary Deferral Contribution and/or



                                       30
<PAGE>   37

            Employee Voluntary Contribution election shall remain in effect as
            otherwise prescribed in this Section.

      2.3.4 Rehired Participants. If a Participant separates from service with a
            Participating Employer but thereafter is hired by a Participating
            Employer within a reasonable period of time following his separation
            from service, with a reasonable period to be determined by the Plan
            Administrator, then, unless he elects otherwise pursuant to
            administrative procedures determined by the Plan Administrator, his
            Salary Deferral Contribution and/or Employee Voluntary Contribution
            election and investment instructions which existed at the time of
            his separation from service shall remain in effect upon his rehire.

2.4   ACCOUNT TRANSFERS FOR ACTIVE EMPLOYEES. With the exception of accounts in
      the Columbia Plans of individuals who are employed by both Columbia and
      the Employer on the Closing Date and Columbia is the primary employer (as
      determined by Columbia), the accounts in the Columbia Plans of individuals
      who become Participants in accordance with Section 2.1.5 shall transfer to
      the Plan. However, such accounts shall not be fully vested upon transfer.
      All elections and designations made under the Columbia Salary Deferral
      Plan prior to the Closing Date shall apply under this Plan beginning on
      the Closing Date.

2.5   ACCOUNT TRANSFERS FOR FORMER EMPLOYEE PARTICIPANTS IN COLUMBIA PLANS ON
      DISTRIBUTION DATE. Individuals who separated from service with Columbia
      prior to the Closing Date, but for whom an account is maintained in one or
      more of the Columbia Plans on the Closing Date, shall become Plan
      Participants and their accounts in the Columbia Plans shall transfer from
      the Columbia Plans to the Plan, provided that the last employer of the
      individual while active in a Columbia Plan was a company which is owned
      (directly or indirectly) by the Employer on the Closing Date. However,
      such accounts shall not be fully vested upon transfer. All elections and
      designations made under the Columbia Salary Deferral Plan prior to the
      Closing Date shall apply under this Plan beginning on the Closing Date.

2.6   HEALTHTRUST AND EPIC PLAN BALANCES. The provisions of Sections 2.4 and 2.5
      shall apply equally to accounts held in the HealthTrust Plan and the EPIC
      Plan. However, all such accounts which transfer shall be fully vested upon
      transfer.

2.7   ACCOUNT TRANSFERS FOR EMPLOYMENT CHANGES FROM COLUMBIA IN 1999. The
      accounts in the Columbia Plans of individuals employed by Columbia on the
      Closing Date who separate from service with Columbia in 1999 after the
      Closing Date and are hired by the Employer prior to 2000 shall transfer to
      the Plan in 2000. However, such accounts shall not be fully vested upon
      transfer.


                                       31

<PAGE>   38



                                   ARTICLE III

                       CONTRIBUTIONS AND ACQUISITION LOANS

3.1   SALARY DEFERRAL AND EMPLOYEE VOLUNTARY CONTRIBUTIONS. For each payroll
      period, each Employer shall make, on behalf of each Employee who is a
      Participant, Salary Deferral Contributions equal to the percentage or
      amount (if any) of Compensation designated as a Salary Deferral
      Contribution by such Employee, and Employee Voluntary Contributions equal
      to the percentage or amount (if any) of Compensation designated to be
      contributed as an Employee Voluntary Contribution by such Employee, for
      that payroll period (unless an alternative procedure is prescribed by the
      Plan Administrator). Employees shall not be allowed to make Salary
      Deferral Contributions of more than fifteen percent (15%) of their
      Compensation for any payroll period and shall not be allowed to make
      Employee Voluntary Contributions of more than ten percent (10%) of their
      Compensation for any payroll period.

      In no event shall Employer Contributions exceed an amount equal to fifteen
      percent (15%) of the total Compensation paid during such Plan Year to
      Employees or, if greater, that amount which is properly deductible for
      federal income tax purposes under the then appropriate provisions of the
      Code. In addition, the Plan Administrator may, in its sole discretion,
      limit the amount of Salary Deferral Contributions and/or Employee
      Voluntary Contributions that a Highly Compensated Employee is permitted to
      make in any Plan Year to the extent that the Plan Administrator deems such
      limit necessary to prevent the Plan from not satisfying the Actual
      Deferral Percentage test or the Actual Contribution Percentage test.

      3.1.1 Required Date for Making Salary Deferral Contributions and Employee
            Voluntary Contributions. Salary Deferral Contributions and Employee
            Voluntary Contributions attributable to each calendar month shall be
            contributed by the Employer as soon as such deferrals and
            contributions can be reasonably segregated from the Employer's
            general assets.

      3.1.2 For purposes of calculating Deferral Ratios and Contribution Ratios,
            only those elective contributions that are allocated to the Employee
            as of a date within that Plan Year shall be taken into account. An
            elective contribution is considered allocated as of a date within a
            Plan Year if the allocation is not contingent on participation or
            performance of services after such date and the elective
            contribution is actually paid to the Trust no later than twelve (12)
            months after the Plan Year to which the contribution relates.

3.2   FORM OF CONTRIBUTIONS. Except as otherwise provided, Employer
      Contributions may be paid to the Trustee in cash or other property, as the
      Board may determine, provided, however, in the event the Trust has
      obligations payable in cash due within one year from the date of an
      Employer's Contribution and in the event the Trust does not have
      sufficient cash


                                       32

<PAGE>   39

      or other liquid assets sufficient to meet such obligations, then at least
      to the extent of such deficiency the Employer's Contribution shall be in
      cash.

3.3   FORFEITURES. Forfeitures attributable to Accounts transferred from the
      Columbia Plans shall be utilized to reduce ESOP Contributions (including
      prepaid contributions), Profit Sharing Contributions, Employer
      Contributions made to fund Employee Voluntary Matching Contribution
      Allocations and Employer Contributions made to fund Salary Deferral
      Matching Contribution Allocations otherwise payable by the Employer.
      Forfeitures attributable to ESOP Contributions, Employer Contributions
      made to fund Employee Voluntary Matching Contribution Allocations and
      Employer Contributions made to fund Salary Deferral Matching Contribution
      Allocations shall be allocated to the Accounts of Participants employed on
      the last day of the Plan Year in which such Forfeitures are created, pro
      rata based on such Accounts. Forfeitures shall be determined in accordance
      with the provisions of Section 3.9.3 and Articles VIII and IX.

3.4   UNILATERAL EMPLOYER CONTRIBUTIONS. The Employer may contribute an
      additional contribution designated as a Unilateral Employer Contribution
      in an amount determined by the Plan Sponsor. The purpose of the Unilateral
      Employer Contribution is to assure that the Plan satisfies the Actual
      Deferral Percentage test, the Actual Contribution Percentage test, or the
      multiple use limitation provided in Section 3.15 of this Plan. Any
      contribution designed as a Unilateral Employer Contribution shall be
      allocated solely to the Accounts of Participants who are Nonhighly
      Compensated Employees and have elected to make Salary Deferral
      Contributions for the Plan Year. Unilateral Employer Contributions which
      are allocated to the Account of a Participant shall be treated as Salary
      Deferral Contributions for purposes of the provisions of this Plan
      relating to allocation of earnings and losses and to distribution of
      benefits. Unilateral Employer Contributions shall be non-forfeitable.
      Subject to the following sentence, Unilateral Employer Contributions shall
      be distributable when Salary Deferral Contributions are distributable,
      provided that they may not be distributed in a hardship distribution.
      Unilateral Employer Contributions shall not be distributable in the event
      of termination of the Plan if a successor defined contribution plan is
      created, unless such successor defined contribution plan is an employee
      stock ownership plan or a simplified employee pension.

3.5   SALARY DEFERRAL MATCHING CONTRIBUTION ALLOCATIONS. Subject to Section 2.1,
      for each payroll period, the Employer shall contribute to the Trust a
      payment which, when used to repay the Acquisition Loan, shall release from
      Suspense Account, on behalf of each Participant, Company Stock in an
      amount equal to fifty percent (50%) of the amount the Participant has
      elected as a Salary Deferral Contribution for that payroll period, but in
      no event shall the Salary Deferral Matching Contribution Allocations for
      any Participant exceed one and one-half percent (1.5%) of a Participant's
      Compensation for any payroll period. For this purpose, contributions shall
      be made as soon as administratively feasible following the payroll period.
      Notwithstanding the foregoing provisions of this Section, prior to any
      payments on the Acquisition Loan to fund Salary Deferral Matching
      Contribution Allocations, Salary Deferral Matching Contribution
      Allocations shall be made in Company Stock from the initial Employer
      Contribution in 1999 which is made to pay the




                                       33
<PAGE>   40

      par value of the Company Stock. The Employer Contributions to fund
      matching contribution allocations for the first and, if applicable, second
      payroll period(s) under the Plan (in May 1999) may relate in whole or in
      part to compensation earned from Columbia immediately prior to the Closing
      Date.

3.6   EMPLOYEE VOLUNTARY MATCHING CONTRIBUTION ALLOCATIONS. For each payroll
      period that an Employee Voluntary Contribution is in effect, the Employer
      shall contribute to the Trust a payment which, when used to repay the
      Acquisition Loan, shall release from Suspense Account, on behalf of each
      Participant, an amount equal to eighteen percent (18%) of the amount the
      Participant has elected as an Employee Voluntary Contribution for that
      payroll period. Notwithstanding the foregoing provisions of this Section,
      prior to any payments on the Acquisition Loan to fund Employee Voluntary
      Matching Contribution Allocations, Employee Voluntary Matching
      Contribution Allocations shall be made in Company Stock from the initial
      Employer Contribution in 1999 which is made to pay the par value of
      Company Stock. The Employer Contributions to fund matching contribution
      allocations for the first and, if applicable, second payroll period(s)
      under the Plan (in May 1999) may relate in whole or in part to
      compensation earned from Columbia immediately prior to the Closing Date.

3.7   SUPPLEMENTAL EMPLOYER CONTRIBUTION TO FUND MATCH. Should the Employer
      Contributions made pursuant to Sections 3.5 and 3.6 to fund the Matching
      Employer Contribution Allocations result in full payment of the annual
      installment(s) on the Acquisition Loan for any year of such Acquisition
      Loan, but such full payment is insufficient to provide the Matching
      Employer Contribution Allocations necessary under Sections 3.5 and 3.6,
      then an additional Employer Contribution shall be made in order to fully
      fund such allocations, at the direction of the Employer, to either
      purchase Company Stock or to prepay the Acquisition Loan(s), and such
      Company Stock allocations shall be part of the ESOP Component.

3.8   DISTRIBUTION OF EXCESS SALARY DEFERRAL CONTRIBUTIONS. To the extent Excess
      Salary Deferral Contributions are made, the Plan Administrator shall
      designate any Salary Deferral Contribution contributed in excess of the
      maximum amount permitted under Code Section 402(g) as an Excess Salary
      Deferral Contribution. Once so designated, the Plan Administrator shall
      make a corrective distribution of the Excess Salary Deferral Contribution
      and any income earned thereon prior to the end of the Plan Year following
      the Plan Year to which they relate by distributing such amount to the
      Participant. At the Plan Administrator's discretion, the Plan
      Administrator may allow a distribution of additional Salary Deferral
      Contributions, as requested by the Participant, so that the Participant
      does not violate the limitation of Code Section 402(g).

3.9   DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. Consistent with Sections
      3.14 and 3.15 of this Plan, as of each Plan Anniversary Date, the Plan
      Administrator shall determine whether there are any Excess Aggregate
      Contributions for the Plan Year. In the event there are Excess Aggregate
      Contributions, the Plan Administrator may, in accordance with Subsection
      3.9.3, within two and one-half (2 1/2) months following the Plan
      Anniversary




                                       34
<PAGE>   41

      Date, distribute the Excess Aggregate Contributions, and any earnings
      accrued thereon prior to distribution, to the Employer (in the form of a
      Forfeiture) and to the Highly Compensated Employees for whom the excess
      amounts were contributed. Subject to Section 3.14 of this Plan, in the
      event the distribution is not made within the two and one-half (2 1/2)
      month period, the Excess Aggregate Contributions and earnings thereon
      shall be distributed to the Employer (in the form of a Forfeiture) and to
      the Highly Compensated Employees for whom the excess amounts were
      contributed no later than the last day of the Plan Year following the Plan
      Year for which such Excess Aggregate Contributions were made.

      3.9.1 Leveling Method for Reductions. The total Excess Aggregate
            Contributions of Highly Compensated Employees which are to be
            distributed (in accordance with this Section) shall be distributed
            in the following manner: First, Excess Aggregate Contributions of
            the Highly Compensated Employee receiving the highest Matching
            Employer Contribution Allocations shall be distributed until the
            first to occur of: (1) the total Excess Aggregate Contributions have
            been distributed; or (2) the Matching Employer Contribution
            Allocation of such Highly Compensated Employee equals the Matching
            Employer Contribution Allocations of the Highly Compensated Employee
            receiving the second highest Matching Employer Contribution
            Allocation. In the event that distribution of Excess Aggregate
            Contributions of the Highly Compensated Employee receiving the
            highest Matching Employer Contribution Allocations does not result
            in passage of the Actual Contribution Percentage test, then the
            Excess Aggregate Contributions of such Highly Compensated Employee
            receiving the highest Matching Employer Contribution Allocation and
            the Excess Aggregate Contributions of the Highly Compensated
            Employee receiving the second highest Matching Employer Contribution
            Allocation will be reduced until the first to occur of: (1) the
            total Excess Aggregate Contributions have been distributed; or (2)
            the Matching Employer Contribution Allocations of such Highly
            Compensated Employees are reduced until they equal the Matching
            Employer Contribution Allocation of the Highly Compensated Employee
            receiving the third (3rd) highest Matching Employer Contribution
            Allocation. The process shall be repeated until all Excess Aggregate
            Contributions have been distributed. Two separate Excess Aggregate
            Contribution calculations will be performed, one for the ESOP Match
            Component and the other for the non-ESOP Component, as specified in
            the definitions Article.

      3.9.2 Earnings. In the event of distribution of Excess Aggregate
            Contributions after a Plan Year to which such Excess Aggregate
            Contributions relate, also distributed will be any earnings on such
            contributions during the Plan Year to which such contributions
            relate. However, "gap period" earnings, as defined in Reg.
            1.401(m)-1(e)(3)(ii), shall not be distributed. For this purpose,
            for each Highly Compensated Employee, the earnings attributable to
            Excess Aggregate Contributions shall equal the earnings for such
            Plan Year to the credit of such Employee attributable to Matching
            Employer Contribution Allocations multiplied by a fraction, the
            numerator of which shall be the Excess Aggregate Contributions for
            the Employee



                                       35
<PAGE>   42

            for such Plan Year, and the denominator of which shall equal the sum
            of (a) the beginning Account balance of the Employee (for the Plan
            Year in which the earnings were earned) attributable to Matching
            Employer Contribution Allocations; and (b) the Matching Employer
            Contribution Allocations made to the Account of the Employee for
            such Plan Year. Such amounts shall, in any event, be distributed
            within twelve (12) months after the end of the Plan Year to which
            such Excess Aggregate Contributions relate. The foregoing procedure
            shall also be applied (separately) to the non-ESOP Component of
            Excess Aggregate Contributions, relating to Employee Voluntary
            Contributions.

      3.9.3 Nature of Reduction. In the event of a distribution of Excess
            Aggregate Contributions pursuant to this Section, and pursuant
            thereto Salary Deferral Matching Contribution Allocations must be
            distributed to satisfy the Actual Contribution Percentage test, then
            such allocations shall be distributed to each Highly Compensated
            Employee to whom they relate to the extent that such individual is
            vested in such contributions as of the end of the Plan Year to which
            such contributions relate. The remainder of such Salary Deferral
            Matching Contribution Allocations shall become a Forfeiture. All
            excess Employee Voluntary Contributions and/or Employee Voluntary
            Matching Contribution Allocations shall be distributed to the
            applicable Highly Compensated Employees.

3.10  DISTRIBUTION OF EXCESS DEFERRAL CONTRIBUTIONS. Consistent with Sections
      3.14 and 3.15 of this Plan, as of each Plan Anniversary Date, the Plan
      Administrator shall determine whether there are any Excess Deferral
      Contributions for the Plan Year. In the event there are such amounts, the
      Plan Administrator may, within two and one-half (2 1/2) months following
      the Plan Anniversary Date, distribute the Excess Deferral Contributions to
      the Highly Compensated Employees for whom the excess amount was
      contributed. Unless corrected by Unilateral Employer Contributions, in the
      event the distribution is not made within the two and one-half (2 1/2)
      month period, the Excess Deferral Contributions and earnings thereon shall
      in no event be distributed to the Participant to whom such amount is
      attributable later than the Plan Anniversary Date following the Plan Year
      in which it arose.

      3.10.1 Leveling Method for Reductions. The total Excess Deferral
             Contributions of Highly Compensated Employees which are to be
             distributed shall be distributable in the following manner: First,
             Excess Deferral Contributions of the Highly Compensated Employee
             with the highest Salary Deferral Contribution shall be distributed
             until the first to occur of: (1) the total Excess Deferral
             Contributions have been distributed; or (2) the Salary Deferral
             Contribution of such Highly Compensated Employee equals the Salary
             Deferral Contribution of the Highly Compensated Employee with the
             second highest Salary Deferral Contribution. In the event that
             distribution of Excess Deferral Contributions of the Highly
             Compensated Employee with the highest Salary Deferral Contribution
             does not result in passage of Actual Deferral Percentage test, then
             the Excess Deferral Contributions of such Highly




                                       36

<PAGE>   43


             Compensated Employee with the highest Salary Deferral Contribution
             and the Excess Deferral Contributions of the Highly Compensated
             Employee with the second highest Salary Deferral Contribution will
             be reduced until the first to occur of: (1) the total Excess
             Deferral Contributions have been distributed; or (2) the Salary
             Deferral Contributions of such Highly Compensated Employees are
             reduced until they equal the Salary Deferral Contribution of the
             Highly Compensated Employee with the third (3rd) highest Salary
             Deferral Contribution. This process shall be repeated until all
             Excess Deferral Contributions have been distributed.

      3.10.2 Coordination With Excess Salary Deferral Contributions. The amounts
             of Excess Deferral Contributions subject to distribution shall be
             reduced by the amount of Excess Salary Deferral Contributions
             distributed for the taxable year which corresponds with the Plan
             Year to which such Excess Deferral Contributions relate.

      3.10.3 Earnings. In the event of distribution of Excess Deferral
             Contributions after a Plan Year to which such Excess Deferral
             Contributions relate, also distributed will be any earnings on such
             contributions during the Plan Year to which such contributions
             relate. However, "gap period" earnings, as defined in
             Reg. ss.1.401(k)-1(f)(4)(ii), shall not be distributed. For this
             purpose, for each Highly Compensated Employee, the earnings
             attributable to Excess Deferral Contributions shall equal the
             earnings for such Plan Year to the credit of such Employee
             attributable to Salary Deferral Contributions multiplied by a
             fraction, the numerator of which shall be the Excess Deferral
             Contributions for the Employee for the Plan Year, and the
             denominator of which shall equal the sum of: (a) the beginning
             Account balance of the Employee (for the Plan Year in which the
             earnings were earned) attributable to Salary Deferral Contributions
             and any contributions treated as Salary Deferral Contributions for
             purposes of the Actual Deferral Percentage test; and (b) the Salary
             Deferral Contributions and any contributions treated as Salary
             Deferral Contributions for purposes of the Actual Deferral
             Percentage test made to the Account of the Employee for such Plan
             Year. Such amounts shall, in any event, be distributed within
             twelve (12) months after the end of the Plan Year to which such
             Excess Deferral Contributions relate.

3.11  ESOP CONTRIBUTION. Subject to the conditions and limitations of the Plan,
      for each Plan Year, the Employer will contribute to the Plan as an ESOP
      Contribution cash equal to, or Company Stock having an aggregate fair
      market value equal to, such amount, if any, as the Board of Directors
      shall determine by resolution; provided, however, that the Employer shall
      contribute an amount in cash not less than the amount required that, when
      aggregated with amounts contributed under Sections 3.5 and 3.6 to fund
      Salary Deferral Matching Contribution Allocations and Employee Voluntary
      Matching Contribution Allocations (net of any Forfeitures utilized as part
      of the ESOP Component for that Plan Year), will enable the Trustee to
      discharge the annual installment(s) on the Acquisition Loan. Subject to
      Section 3.7, if any part of the ESOP Contribution under this Section for
      any Plan Year is in cash in an amount exceeding the amount needed to pay
      the amount due during or prior to that Plan Year with respect to an
      Acquisition Loan, such cash shall be applied by the Trustee, at the
      direction of the Employer, to either purchase Company Stock or to repay
      the



                                       37
<PAGE>   44

      Acquisition Loans. In no event will an Employer's contribution under this
      Section for any Plan Year exceed the maximum amount deductible by Employer
      for federal income tax purposes.

      An ESOP Contribution under this Section for any Plan Year shall be due on
      the last day of the Plan Year and, if not paid by the end of that year,
      shall be payable to the Trustee as soon as practicable thereafter, but no
      later than the time prescribed for filing the Employer's federal income
      tax return for that Plan Year, including any extensions of time, without
      interest. Each Participant's ESOP Contribution Account shall be invested
      in Company Stock, and shall not be subject to investment direction by
      Participants.

3.12  PROFIT SHARING CONTRIBUTIONS. Subject to the conditions and limitations of
      the Plan, for each Plan Year, the Employer may contribute to the Plan as a
      Profit Sharing Contribution cash equal to such amount, if any, as the
      Board of Directors shall determine by resolution. In no event will an
      Employer's contribution under this Section for any Plan Year exceed the
      maximum amount deductible by Employer for federal income tax purposes.

      A Profit Sharing Contribution under this Section for any Plan Year shall
      be due on the last day of the Plan Year and, if not paid by the end of
      that year, shall be payable to the Trustee as soon as practicable
      thereafter, but no later than the time prescribed for filing the
      Employer's federal income tax return for that Plan Year, including any
      extensions of time, without interest. Each Participant's Profit Sharing
      Contribution Account shall be subject to investment direction by
      Participants.

3.13  SECTION 415 LIMITATIONS. Notwithstanding any provisions contained herein
      to the contrary, a Participant's Annual Addition for a Plan Year shall not
      exceed the Maximum Annual Addition.

      3.13.1 "Maximum Annual Addition" shall mean that amount that may be
             contributed or allocated to a Participant's Account under the Plan
             and all other defined contribution plans maintained by the Employer
             for any Plan Year not in excess of the lesser of the following
             limitations:

             (a)   The Defined Contribution Dollar Limitation; or

             (b)   Twenty-five percent (25%) of the Participant's Compensation.

             The limit referred to in (b) shall not apply to any contribution
             for medical benefits (within the meaning of Section 401(h) or
             Section 419A(f)(2) of the Code) which is otherwise treated as an
             Annual Addition under Section 415(l)(1) or 419A(d)(2) of the Code.

      3.13.2 "Defined Contribution Dollar Limitation" shall mean thirty thousand
             dollars ($30,000) as adjusted in accordance with Code Section
             415(d) for such Plan Year.



                                       38

<PAGE>   45

      3.13.3 "Compensation" shall include, for purposes of this Section, all of
             an Employee's compensation, as reported on Form W-2, plus any
             elective deferrals as defined in Code Section 402(g)(3) and any
             amount contributed by an Employer on behalf of the Employee under
             any Code Section 125 or 457 arrangement.

      3.13.4 Employer. For purposes of this Section, Employer shall mean and
             include all Employers and Affiliated Employers (as defined by
             Section 415(h) of the Code).

      3.13.5 Aggregation. For purposes of computing the Maximum Annual Addition,
             all defined contribution plans shall be aggregated and treated as
             one plan. All employers subject to aggregation pursuant to
             Subsections (b), (c) or (m) of Code Section 414, as modified by
             Code Section 415(h), or pursuant to Code Section 415(g), shall be
             aggregated and treated as one employer, and the Employee shall be
             treated as receiving all contributions described in the preceding
             sentence from, by, or with respect to, such employer for purpose of
             computing the Maximum Annual Addition under this Section.

3.14  UNILATERAL EMPLOYER CONTRIBUTIONS RELATING TO ACTUAL CONTRIBUTION
      PERCENTAGE TEST AND ACTUAL DEFERRAL PERCENTAGE TEST. In the event the Plan
      does not satisfy the Actual Contribution Percentage test or the Actual
      Deferral Percentage test, the Plan Administrator may either:

      (a)    With respect to the Actual Contribution Percentage test, pursuant
             to Section 3.9, make a distribution of the Excess Aggregate
             Contributions, and any earnings thereon, to the Employer and to
             Highly Compensated Employees pursuant to Section 3.9 in an amount
             necessary to satisfy the Actual Contribution Percentage test; or

      (b)    With respect to the Actual Deferral Percentage test, pursuant to
             Section 3.10, make a distribution of Excess Deferral Contributions,
             and any earnings thereon to Highly Compensated Employees in an
             amount necessary to satisfy the Actual Deferral Percentage test; or

      (c)    Make a Unilateral Employer Contribution in an amount determined by
             the Plan Administrator.

3.15  MULTIPLE USE OF ALTERNATIVE TEST. Subject to this Section, nothing
      provided herein shall prevent use of either the test provided in
      subsection (b) of the definition of Actual Contribution Percentage or the
      test provided in subsection (b) of the definition of Actual Deferral
      Percentage in this Plan. However, use of such tests shall be limited as
      provided in Treasury Regulation Section 1.401(m)-2. The Plan Administrator
      may, at its sole discretion, correct a potential multiple use violation
      with respect to Employee Voluntary Contributions (i.e. the non-ESOP
      Component) by making a Unilateral Employer Contribution to the Plan.
      Alternatively, the Plan Administrator may reduce Employee



                                       39
<PAGE>   46

      Voluntary Contributions in accordance with the procedure outlined in
      Section 3.9 as necessary to prevent a multiple use violation.

3.16  ADJUSTMENT OF DEFINED CONTRIBUTION PLAN FRACTION. An amount shall be
      subtracted from the numerator of the Defined Contribution Plan Fraction
      (not exceeding such numerator) as prescribed by the Secretary of the
      Treasury so that the sum of the Defined Benefit Plan Fraction and Defined
      Contribution Plan Fraction computed under Section 415(e)(1) of the Code
      (as revised by this Article III) does not exceed 1.0 for such Plan Year.
      The limitation of this Section shall apply for the 1999 Plan Year only.

      3.16.1 "Defined Benefit Plan" shall mean any qualified retirement plan
             maintained by an Employer or by a person required to be aggregated
             with an Employer for purposes of Section 415 of the Code, which is
             not a Defined Contribution Plan.

      3.16.2 "Defined Benefit Plan Fraction" for any Plan Year, with respect to
             a particular Participant, shall mean a fraction:

            (a)   The numerator of which is his projected annual benefit under
                  all Defined Benefit Plans, whether or not terminated, required
                  to be aggregated with this Plan under Section 415(f) and (h)
                  and 414(m) of the Code (determined as of the close of the Plan
                  Year); and

            (b)   The denominator of which is the lesser of (1) or (2):

                  (1)   One hundred twenty-five percent (125%) of the dollar
                        limitation under Code Section 415(b)(1)(A) in effect on
                        the last day of the Limitation Year; provided, however,
                        that said percentage of the dollar limitation shall be
                        reduced to one hundred percent (100%) if the Plan
                        becomes subject to the provisions of Code Section 416(h)
                        in the future; or

                  (2)   One hundred forty percent (140%) of the Participant's
                        average Compensation for his highest three (3)
                        consecutive Plan Years of participation in such Defined
                        Benefit Plans.

      3.16.3 "Defined Contribution Plan" shall mean any qualified retirement
             plan maintained by an Employer or by a person required to be
             aggregated with an Employer for purposes of Section 415 of the
             Code, which provides for an individual account for each Participant
             and for benefits based solely on the amount contributed to the
             Participant's account, and any income, expenses, gains, and losses,
             and any forfeitures of accounts of other Participants which may be
             allocated to such Participant's Account.

      3.16.4 "Defined Contribution Plan Fraction" with respect to a particular
              Participant for any Plan Year shall mean a fraction:



                                       40

<PAGE>   47

            (a)   The numerator of which is the sum of the Annual Additions to
                  his Account, including Annual Additions to his account in any
                  other Defined Contribution Plan, whether or not terminated,
                  required to be aggregated under Sections 415(f) and (h) of the
                  Code, as of the close of such Plan Year; and

            (b)   The denominator of which is the sum of the lesser of (1) or
                  (2) determined separately for the current Limitation Year and
                  for each prior Limitation Year in which the Participant was
                  employed by the Employer (regardless of whether the
                  Participant was a Participant in such prior years and
                  including years of employment (if any) before the Plan was
                  established):

                  (1)   One hundred twenty-five percent (125%) of the dollar
                        limitation under Code Section 415(c)(1)(A) in effect for
                        such Limitation Year; provided, however, that said
                        percentage of the dollar limitation shall be reduced to
                        one hundred percent (100%) if the Plan becomes subject
                        to the provisions of Code Section 416(h); or

                  (2)   Thirty-five percent (35%) of the Participant's
                        Compensation from the Employer for the Limitation Year.

3.17  CORRECTION OF CONTRIBUTIONS IN EXCESS OF SECTION 415 LIMITS In the event
      that, as of any Valuation Date, corrective adjustments in any Account are
      required to comply with Section 3.13, the Annual Additions to such
      Participant's Account shall be reduced by corrective adjustments made in
      the following order: First, refund and reduce, respectively, that portion,
      or all, of the Employee Voluntary Contributions and Employee Voluntary
      Matching Contribution Allocations (and earnings thereon) made to the
      Participant's Account in this Plan, pro rata, to the extent that any such
      contributions and allocations constitute Annual Additions for the Plan
      Year in excess of the Maximum Annual Addition. If any excess amounts exist
      thereafter, then Salary Deferral Contributions (and earnings thereon)
      shall be refunded until they equal one and one-half percent of
      Compensation. Thereafter Salary Deferral Contributions shall be refunded
      pro rata with Salary Deferral Matching Contribution Allocations.

3.18  SUSPENSE ACCOUNT. Any amounts reduced pursuant to Section 3.17 that are
      attributable to Employer Contributions other than Employee Voluntary
      Contributions or Salary Deferral Contributions to this Plan shall be
      accounted for by means of separate "415 Suspense Accounts" for each of the
      Participants whose Plan Benefits are curtailed for a particular Plan Year
      due to the limitations of Code Section 415. The 415 Suspense Account shall
      not participate in earnings or losses of the Trust Fund. Any amount held
      in such 415 Suspense Accounts shall be applied toward funding the Employer
      Contributions for the respective individual Participants impacted by Code
      Section 415 for the next succeeding Plan Year in the same manner as
      Forfeitures in accordance with the first sentence of Section 3.3. No
      Employer Contribution shall be made for any impacted Participant which
      constitutes an



                                       41

<PAGE>   48

      Annual Addition prior to the reallocation of the entire balance held in a
      415 Suspense Accounts established under this Section. Should an impacted
      Participant separate from service, then that Participant's suspense
      account shall be transferred to a general suspense account which is
      identical to the individual suspense account in all respect except that
      its assets shall be utilized to reduce future Employer contributions with
      respect to all Participants. In the case of Plan termination,
      notwithstanding anything else in this Section, reallocation in connection
      with termination prior to return of amounts in the 415 Suspense Account to
      the Employer shall not be necessary if such amounts are not required to be
      used to satisfy the liabilities with respect to Participants and their
      Beneficiaries under the Plan in accordance with Treas. Reg. Section
      1.411(d)-2(a)(2)(iii). Where liabilities under the Plan to Participants
      and their Beneficiaries have not been satisfied in accordance with Treas.
      Reg. Section 1.411(d)-2(a)(2)(iii), the 415 Suspense Accounts shall be
      reallocated in accordance with this Section, but to the extent such
      reallocation would cause a Participant's Annual Addition to exceed the
      Maximum Annual Addition, the excess over the Maximum Annual Addition for
      each such Participant shall be aggregated, and then reallocated, among all
      other Participants whose Annual Addition does not exceed the Maximum
      Annual Addition, on the basis of relative Compensation for the year of
      Plan termination; provided, however, that such reallocation (a) shall not
      cause a Participant's Annual Addition to exceed the Maximum Annual
      Addition and (b) shall not be greater with respect to any Participant than
      is necessary to satisfy liabilities with respect to such Participant in
      accordance with Treas. Reg. Section 1.411(d)-2(a)(2)(iii). Such procedure
      (as provided by the preceding sentence) shall continue until all
      liabilities under the Plan to Participants and their Beneficiaries have
      been satisfied in accordance with Treas. Reg. Section
      1.411(d)-2(a)(2)(iii) or until all Participants have been allocated their
      Maximum Annual Addition (whichever first occurs), in which case the
      balance of the 415 Suspense Account shall be returned to Employer.

3.19  COMBINATION OF PLANS. In the event the sum of the Annual Additions with
      respect to a Participant exceeds the limitations contained in Section 3.13
      and the Plan Sponsor or Employer maintains another plan which qualifies
      under Code Section 401(a) in which the Participant participates,
      corrective adjustments shall first be made pro rata with respect to
      Employee Voluntary Contributions and Employee Voluntary Matching
      Contribution Allocations, if any, under this Plan and any other defined
      contribution plan in which the Participant made nondeductible employee
      contributions for the Plan Year. Second, corrective adjustments shall be
      made from a Participant's Salary Deferral Contributions under this Plan
      and such other plan; provided that any corrective adjustments to Salary
      Deferral Contributions under this Plan shall be made until such
      contributions equal one and one-half percent (1.5%) of Compensation, and
      thereafter shall be made pro rata from Salary Deferral Contributions and
      Salary Deferral Matching Contribution Allocations.

3.20  CORRECTION OF PRIOR INCORRECT ALLOCATIONS AND PREVIOUS FUNDING
      DEFICIENCIES. In the event that, as of any Valuation Date, adjustments are
      required in any Participant's Account to correct any incorrect allocation
      of Employer Contributions, investment earnings or losses, or any funding
      deficiency which may have occurred in the current year or a previous year,
      the Trustee, with the consent of the Plan Administrator, is authorized to
      apply the



                                       42
<PAGE>   49

      contributions to correct such incorrect allocation or funding deficiency
      and increase or decrease such Participant's Account to the value which
      would have existed on said Valuation Date had there been no prior
      incorrect allocation or funding deficiency. The Trustee, with the consent
      of the Plan Administrator, is also authorized to take such other actions
      as it deems necessary to correct prior incorrect allocations or funding
      deficiencies.

3.21  REVERSION OF UNILATERAL EMPLOYER CONTRIBUTIONS, MATCHING EMPLOYER
      CONTRIBUTION ALLOCATIONS, ESOP CONTRIBUTIONS AND PROFIT SHARING
      CONTRIBUTIONS. Unilateral Employer Contributions, Employer Contributions
      to fund Matching Employer Contribution Allocations, ESOP Contributions and
      Profit Sharing Contributions shall revert to the Employer under the
      following circumstances:

      (a)   In the case of a contribution which is made by the Employer by
            reason of a mistake of fact, such contributions shall be returned to
            the Employer within one (1) year after the payment of the
            contribution;

      (b)   If the Plan, as initially adopted, does not qualify under Section
            401(a) of the Code, contributions subsequent to the Effective Date
            of such adoption shall be returned to the Employer within one (1)
            year after the date of denial of qualification of the Plan; or

      (c)   If any Unilateral Employer Contribution, Employer Contribution to
            fund Matching Employer Contribution Allocations, ESOP Contribution
            or Profit Sharing Contribution is determined by the Internal Revenue
            Service to be nondeductible under the Code, and such Unilateral
            Employer Contribution, Employer Contribution to fund Matching
            Employer Contribution Allocations, ESOP Contribution or Profit
            Sharing Contribution was contributed contingent upon deductibility
            for income tax purposes under the Code, then the nondeductible
            portion of such contribution shall be returned to the Employer
            within one (1) year after the disallowance of the deduction.

3.22  ACQUISITION LOANS. The Trustee may incur Acquisition Loans from time to
      time to finance the acquisition of Company Stock for the Trust or to repay
      a prior Acquisition Loan. An Acquisition Loan shall be for a specific
      term, shall bear a reasonable rate of interest, and shall not be payable
      on demand except in the event of default. An Acquisition Loan may be
      secured by a collateral pledge of the Financed Shares so acquired and by
      any other Plan assets which are permissible security within the provision
      of Treas. Reg. ss. 54.4975-7(b). No other assets of the Plan or Trust may
      be pledged as collateral for an Acquisition Loan, and no lender shall have
      recourse against any other Trust assets. Payment of principal and interest
      on any Acquisition Loan shall be made by the Trustee only from Employer
      Contributions necessary to fund Salary Deferral Matching




                                       43

<PAGE>   50

      Contribution Allocations, Employer Contributions necessary to fund
      Employee Voluntary Matching Contribution Allocations, ESOP Contributions,
      Forfeitures described in the first sentence of Section 3.3, earnings
      attributable to such contributions, any cash dividends received by the
      Trustee on Financed Shares acquired with the proceeds of the Acquisition
      Loan, and the proceeds of any sale of Company Stock held in the Loan
      Suspense Account (including such contributions, Forfeitures, earnings,
      dividends and proceeds of sales of Company Stock received up through the
      date of the particular such repayment, less all prior payments), whether
      or not allocated, provided that the financed shares released with respect
      to dividends on allocated shares shall satisfy code section 404(k)(2)(B).
      Financed Shares shall initially be credited to the Loan Suspense Account
      and shall be transferred for allocation to the Salary Deferral Matching
      Contribution Allocations Accounts, Employee Voluntary Matching
      Contribution Allocations Accounts, and ESOP Contribution Accounts of
      Participants only as payments of principal on the Acquisition Loan are
      made by the Trustee. Payment on acquisition loans may be made at various
      times during the Plan Year. With respect to each payment on the
      Acquisition Loan, the number of Financed Shares to be released from the
      Loan Suspense Account shall be based upon the ratio that the payment of
      principal on the Acquisition Loan bears to the total remaining payments of
      principal (including the amount currently being paid) to be paid over the
      duration of the Acquisition Loan repayment period. [ESCAPE HATCH FOR P&I
      IF PRINCIPAL ONLY FAILS] The released Financed Shares shall be allocated
      to Participants' Salary Deferral Matching Contribution Allocations
      Accounts, Employee Voluntary Matching Contribution Allocations Accounts
      and ESOP Contribution Accounts. If the Employer Contributions for Matching
      Employer Contribution Allocations are insufficient to pay the necessary
      annual payment(s) on the Acquisition Loan, then a final payment for the
      year on Acquisition Loan shall be made as an ESOP Contribution as
      necessary to pay the full annual payment for the year on the Acquisition
      Loan, and it shall release any remaining shares for such year of the
      Acquisition Loan, with such shares to be released for each year to be
      determined under the principal method described in the preceding sentence.




                                       44

<PAGE>   51




                                   ARTICLE IV

                ALLOCATION OF CONTRIBUTIONS, EARNINGS AND LOSSES

4.1   ALLOCATION OF SALARY DEFERRAL CONTRIBUTIONS. The Account of each
      Participant who has elected to have Salary Deferral Contributions made on
      his behalf shall be credited with such Salary Deferral Contributions as
      soon as reasonably segregated from the general assets of the Employer and,
      in any event, no later than the 15th business day of the month following
      the month in which such Salary Deferral Contributions were made.

4.2   ALLOCATION OF EMPLOYEE VOLUNTARY CONTRIBUTIONS. The Account of each
      Participant who has elected to have Employee Voluntary Contributions made
      on his behalf shall be credited with such Employee Voluntary Contributions
      as soon as such amounts can be reasonably segregated from the general
      assets of the Employer and, in any event, no later than the 15th business
      day of the month following the month during which such Employee Voluntary
      Contributions were made.

4.3   ALLOCATION OF UNILATERAL EMPLOYER CONTRIBUTIONS. Any Unilateral Employer
      Contributions made to the Plan shall be credited to the Accounts of
      Nonhighly Compensated Employees who are Participants in the Plan and who
      have elected to have Salary Deferral Contributions made on his behalf for
      the Plan Year.

4.4   ALLOCATION OF SALARY DEFERRAL MATCHING CONTRIBUTION ALLOCATIONS. The
      Account of each Participant who has elected to have Salary Deferral
      Contributions made on his behalf shall be credited with Salary Deferral
      Matching Contribution Allocations (including any Forfeitures used as
      Salary Deferral Matching Contribution Allocations) as provided in Section
      3.5. Company Stock equal in value to the amount of the matching
      contributions shall be allocated to each Participant's Account.

4.5   ALLOCATION OF EMPLOYEE VOLUNTARY MATCHING CONTRIBUTION ALLOCATIONS. The
      Account of each Participant who has elected to have Employee Voluntary
      Contributions made on his behalf during a payroll period shall be credited
      with Employee Voluntary Matching Contribution Allocations (including any
      Forfeitures used as Employee Voluntary Matching Contribution Allocations)
      as provided in Section 3.6. Company Stock equal in value to the amount of
      the matching contributions shall be allocated to each Participant's
      Account

4.6   ALLOCATION OF ESOP CONTRIBUTIONS. For each Plan Year, the Account of each
      Participant who (i) is Age 21 or older on the last day of the Plan Year,
      (ii) was an Employee on the first day of the Plan Year, (iii) completed
      one Year of Service during the Plan Year and (iv) is an Employee as of the
      last day of the Plan Year shall be credited with Company Stock allocated
      due to the ESOP Contribution (including any Forfeitures used as ESOP
      Contributions) as of the last day of the Plan Year in the proportion that
      the Participant's Compensation for the Plan Year bears to the Compensation
      of all Participants eligible to receive an ESOP Contribution allocation
      for such Plan Year. The employment on the first



                                       45

<PAGE>   52


      day requirement of the preceding sentence shall not apply to an individual
      who becomes an Employee and a Participant during the Plan Year in
      accordance with Section 2.1.4.

4.7   ALLOCATION OF PROFIT SHARING CONTRIBUTIONS. For each Plan Year, the
      Account of each Participant who (i) is Age 21 or older on the last day of
      the Plan Year, (ii) was an Employee on the first day of the Plan Year,
      (iii) completed one Year of Service during the Plan Year and (iv) is an
      Employee as of the last day of the Plan Year shall be credited with a
      Profit Sharing Contribution (including any Forfeitures uses as Profit
      Sharing Contributions) as of the last day of the Plan Year in the
      proportion that the Participant's Compensation for the Plan Year bears to
      the Compensation of all Participants eligible to receive a Profit Sharing
      Contribution allocation for such Plan Year. The employment on the first
      day requirement of the preceding sentence shall not apply to an individual
      who becomes an Employee and a Participant during the Plan Year in
      accordance with Section 2.1.4.

4.8   ALLOCATION OF FUNDS. As of each Valuation Date, the Accounts and
      sub-accounts of each Participant shall be adjusted as described in this
      Section.

      4.8.1 Determination of Amount of Earnings or Losses. The investment
            earnings (or losses, if the computation specified in this sentence
            results in a negative figure) of each Fund of the Trust shall be
            equal to (1) the fair market value of the Fund as of the current
            Valuation Date; less (2) the fair market value of the Fund as of the
            immediately preceding Valuation Date; plus (3) benefit payments from
            the Fund to Participants, and any other disbursements from the Fund
            on behalf of any Participant since the last preceding Valuation
            Date; less (4) any contributions made to the Trust Fund that were
            not included in the valuation of the Trust Fund on the last
            preceding Valuation Date.

      4.8.2 Participant Directed Investments. Section 6.2 shall control the
            allocation of earnings attributable to Participants' Accounts to the
            extent that such Accounts are invested in directed investments and
            Section 4.8.1 shall control the timing of such allocations.

      4.8.3 Participant Accounts to Which Earning or Losses are to be Allocated.
            Investment earnings and/or losses shall be allocated on a daily
            basis to the Accounts of Participants which have not been closed
            pursuant to Article IX.

      4.8.4 Allocating Earnings to Prior Contributions. The allocation of
            earnings or losses determined under Section 4.8.1 shall be made to
            the Accounts of Participants who are eligible under Section 4.8.3 to
            receive earnings or losses, by crediting each such Participant's
            Account with that portion of the total earnings or losses as the
            value of the Participant's Account attributable to prior
            contributions made under the terms of the Plan as of the Valuation
            Date for which earnings are being allocated bears to the value of
            all such Participants' Accounts attributable to prior contributions
            made under the terms of the Plan as of the Valuation Date for which
            earnings are being allocated.



                                       46

<PAGE>   53

      4.8.5 Allocating Earnings to Contributions. Notwithstanding the preceding
            provisions of this Section, the Trustee shall separately account for
            earnings attributable to the separate sub-accounts identified in the
            definition of Account maintained on behalf of a Participant to the
            extent such sub-accounts are invested in the Investment Funds,
            including the ESOP Fund and the Columbia Fund.

      4.8.6 Allocation to ESOP Fund Accounts. In connection with payment of
            principal and interest on the Acquisition Loan(s) financed by Salary
            Deferral Matching Contribution Allocations, Employee Voluntary
            Matching Contribution Allocations, ESOP Contributions, Forfeitures
            (in accordance with the first sentence of Section 3.3) and earnings
            on Company Stock, Financed Shares released from the Loan Suspense
            Account for allocation to Participants for the Plan Year shall be
            allocated among and credited to the ESOP Fund Accounts of
            Participants. For this purpose, in accordance with Sections 3.5,
            3.6, 3.7, 3.22, 4.4 and 4.5, the value of Financed Shares allocated
            to Salary Deferral Matching Contribution Allocations Accounts and
            Employee Voluntary Matching Contribution Allocations Accounts shall
            equal the amount of the Salary Deferral Matching Contribution
            Allocations and Employee Voluntary Matching Contribution
            Allocations, respectively, and, subject to Code Section
            404(k)(2)(B), any remaining Financed Shares released shall relate to
            ESOP Contributions, to be allocated to the ESOP Fund Accounts of
            Participants in accordance with Section 4.6.

            If, after such allocation any portion of such shares to be otherwise
            allocated remains unallocated, such portion shall be credited to and
            held in a "suspense account" to the extent that it does not exceed
            the amount contributed by the Employer for that Plan Year as a
            result of a reasonable error in estimating Participants'
            Compensation or as a result of such other circumstances as the
            Commissioner of the Internal Revenue Service may determine. For
            purposes of the Plan, amounts credited to such suspense account for
            any Plan Year shall be treated as Salary Deferral Matching
            Contribution Allocations, Employee Voluntary Matching Contribution
            Allocations or ESOP Contributions for the subsequent Plan Year or
            Plan Years until all amounts so held have been credited to the ESOP
            Fund Accounts of Participants. Notwithstanding any provision in this
            Plan to the contrary, if shares of Company Stock are sold to the
            Plan by a shareholder in a transaction for which special tax
            treatment is elected by such shareholder (or his representative)
            pursuant to Code Section 1042, no assets attributable to such
            Company Stock may be allocated to the ESOP Fund Accounts of:

            (1)   any person who owns (after application of Code Section 318(a))
                  more than 25 percent in value of the outstanding securities of
                  the Employers; and

            (2)   the shareholder, and any person who is related to such
                  shareholder (within the meaning of Code Section 267(b), but
                  excluding lineal descendants of such shareholder as long as no
                  more than 5 percent (5%) of the aggregate amount of all
                  Company Stock sold by such shareholder in a transaction to




                                       47
<PAGE>   54


                  which Code Section 1042 applies is allocated to lineal
                  descendants of such shareholder) during the non-allocation
                  period (as described below).

            Further, no allocation of Salary Deferral Matching Contribution
            Allocations, Employee Voluntary Matching Contribution Allocations or
            ESOP Contributions may be made to the ESOP Fund Accounts of such
            persons unless additional allocations are made to other
            participants, in accordance with the provisions of Code Sections
            401(a) and 410. The phrase "non-allocation period" means the period
            beginning on the date of sale and ending on the later of ten years
            after the date of sale or the date of the allocation attributable to
            the final payment on the Acquisition Loan incurred with respect to
            the sale.





                                       48

<PAGE>   55



                                    ARTICLE V

                                   VALUATIONS

5.1   DETERMINATION OF VALUE. In determining the value of the Trust Fund, the
      Trustee shall exercise its best judgment, which judgment shall be binding
      upon all Participants and their Beneficiaries.

5.2   VALUATIONS. The value of the Trust Fund shall be determined as of each
      Valuation Date during the Plan Year. As of each Valuation Date, the
      Trustee shall determine the fair market value of the Trust Fund, and the
      Plan Administrator shall determine the fair market value of each
      Participant's Account. The value of the Account of each Participant as of
      any Valuation Date shall be equal to the value of such Account as of the
      last Valuation Date, plus or minus the applicable adjustments contained in
      Section 4.7. The Plan Administrator shall perform separate allocations and
      keep separate sub-accounts to reflect each Participant's interest in
      Employee and Employer Contributions.

5.3   VALUATION METHODS. The fair market value of all assets held in the trust
      shall be furnished by the Trustee.




                                       49


<PAGE>   56


                                   ARTICLE VI

                          DIRECTED INVESTMENT ACCOUNTS

6.1   INVESTMENT DIRECTIONS. In the event that the Plan Administrator determines
      that Participants may direct the investment of their Directed Investment
      Accounts in one or more of the Investment Funds, the Trustee is authorized
      and directed to follow the directions received from Participants
      concerning their respective accounts. At the discretion of the Plan
      Administrator, the Plan shall comply with ERISA Section 404(c).

6.2   INVESTMENT OF TRUST ASSETS. Except as provided in Article VII,
      Participants will direct investment of their Directed Investment Accounts.
      The Plan Administrator may also take whatever action is necessary to
      correct an improper transfer of assets between funds.

      6.2.1 Prohibited Investments. Notwithstanding any other provisions of this
            Section 6.2, the Plan Administrator may refuse to invest all or any
            portion of a Participant's Account as directed by the Participant if
            such investment would: (1) result in a prohibited transaction under
            ERISA Section 406, 29 U.S.C. Section 1106, or Code Section 4975; (2)
            result in taxable income to the Plan; (3) jeopardize the Plan's
            tax-qualified status under Code Section 401(a); (4) be inconsistent
            with the Plan, the Summary Plan Description which describes the
            Plan, or any disclosures to Participants concerning the Plan; or (5)
            cause the Trust to maintain the indicia of ownership of any assets
            of the Plan outside the jurisdiction of the district courts of the
            United States other than as permitted by 29 U.S.C. Section 1104(b)
            and 29 CFR Section 2550.404b-1.

      6.2.2 Investment Expenses. In addition to other Plan administrative
            expenses, the Plan Administrator may charge the Accounts of
            Participants reasonable expenses necessary to carry out investment
            directions and instructions. Participants shall be notified on a
            reasonably regular basis of any charges made to their Accounts to
            carry out investment directions and instructions.

      6.2.3 No Election. Should a Participant fail to properly and thoroughly
            elect how his Directed Investment Accounts are to be invested, then,
            to the extent of such failure, his Directed Investment Accounts
            shall be invested in a fund or funds specified by the Plan
            Administrator.

      6.2.4 Company Stock Fund. All or substantially all of the Company Stock
            Fund shall be invested in Company Stock. The Plan is permitted to
            acquire and hold qualifying employer securities, as defined in ERISA
            Section 407(d)(5). Except as otherwise provided in the appropriate
            Trust Agreement, Participants shall have voting rights with respect
            to such shares of Company Stock, if so directed by the Plan
            Administrator. Otherwise, the Trustee shall vote such shares at the
            direction of the Plan Administrator. While the investment changes
            due to a Participant's change of investment direction shall
            generally be made on a daily basis, changes




                                       50
<PAGE>   57

            to investment in the Company Stock Fund may be delayed to the extent
            determined by the Plan Administrator, provided that any such delay
            shall not exceed thirty (30) days. Participants may direct
            investment of their Columbia Money Purchase Pension Plan Account
            into the Company Stock Fund to any degree desired.

      6.2.5 Transfers from Columbia Plans. Following the transfers from the
            Columbia Plans as described in Article II, the Plan Administrator
            shall transfer accounts in the Columbia Plans to the Funds
            established pursuant to this Section in a manner chosen by the Plan
            Administrator.





                                       51

<PAGE>   58


                             ARTICLE VII ESOP FUNDS

                 ESOP, COMPANY AND COLUMBIA STOCK FUND ACCOUNTS

7.1   INVESTMENT IN ESOP FUND. All ESOP Contributions, Employee Voluntary
      Matching Contribution Allocations and Salary Deferral Matching
      Contribution Allocations shall be invested in the ESOP Fund.

7.2   VOTING AND TENDER OFFERS. The Trustee shall vote and respond to tender
      offers with respect to Company Stock in the manner specified in the
      appropriate Trust Agreement.

7.3   DIVERSIFICATION. Effective January 1, 2000 and thereafter, if a
      Participant is a Qualified Participant, such Participant shall have the
      opportunity to direct the investment of the full value of Company Stock
      credited to his ESOP Fund Account.

7.4   COLUMBIA STOCK FUND AND TRIAD STOCK FUND ACCOUNTS. Any amounts transferred
      to this Plan in accordance with Sections 2.4, 2.5 and 2.6 that were
      invested in common stock of Columbia or Triad shall be invested in a
      Columbia Stock Fund and the Triad Stock Fund, respectively, to be
      maintained by the Trustee on behalf of each Participant. Unless the Plan
      Administrator directs otherwise, and except as otherwise provided in the
      appropriate Trust Agreement, Participants shall have no voting rights in
      their Columbia Stock Fund or Triad Stock Fund Accounts. Participants may
      direct investments out of the Columbia Stock Fund and/or the Triad Stock
      Fund into the other funds under Article VI. However, no future investments
      may be made in the Columbia Stock Fund or the Triad Stock Fund and, should
      a Participant elect to reduce the portion of his Account which is invested
      in the Columbia Stock Fund or the Triad Stock Fund, he shall not again
      reinvest additional assets in the Columbia Stock Fund or the Triad Stock
      Fund. If so directed by the Plan Administrator, some or all of the
      Columbia Stock and/or Triad common stock shall be liquidated and invested
      in Company Stock or one or more of the Investment Funds.

7.5   COMPANY STOCK FUND ACCOUNTS. All Employee Voluntary Contributions and
      earnings thereon shall be invested in a Participant's Company Stock Fund
      Account at all times and Participants shall not be entitled to direct the
      investment thereof. Unless the Plan Administrator directs otherwise, and
      except as otherwise specified in the appropriate Trust Agreement,
      Participants shall have no voting rights in this portion of their Company
      Stock Fund Account.





                                       52
<PAGE>   59


                                  ARTICLE VIII

                                     VESTING

8.1   FULLY VESTED CONTRIBUTIONS. Participants shall at all times be one-hundred
      percent (100%) vested in all Salary Deferral Contributions, Employee
      Voluntary Contributions, Employee Voluntary Matching Contribution
      Allocations and Unilateral Employer Contributions made to their Accounts
      and earnings thereon. Participants shall also be one-hundred percent
      (100%) vested in the assets in their Account which were transferred from
      the EPIC Plan or the HealthTrust Plan, and their Prior Salary Deferral
      Contribution Account, Rollover Account, Thrift Account and Thrift Matching
      Account and that portion of his Columbia Money Purchase Pension Plan
      Account which was fully vested under the Columbia Money Purchase Pension
      Plan prior to transfer to this Plan.

8.2   FORFEITABLE CONTRIBUTIONS. Subject to Sections 3.10, 3.14, 3.17 and 3.19,
      a Participant's non-forfeitable percentage of Salary Deferral Matching
      Contribution Allocations, ESOP Contributions, Profit Sharing Contributions
      and all amounts held in a Participant's Columbia Money Purchase Pension
      Plan Account, Columbia Stock Bonus Plan Account and Prior Matching
      Contribution Account and any earnings or losses thereon (collectively
      "Forfeitable Contributions") shall be based on the Participant's total
      number of Years of Service, computed without regard to any Years of
      Service completed after the fifth (5th) consecutive One Year Break in
      Service and disregarded pursuant to Section 8.3.3. Such percentage shall
      be determined from the following schedule:


<TABLE>
<CAPTION>

                    Completed                  Nonforfeitable          Forfeitable
                Years of Service                 Percentage             Percentage
                <S>                             <C>                    <C>
                   Less than 3                       0%                    100%
                3 but less than 4                    20%                    80%
                4 but less than 5                    40%                    60%
                5 but less than 6                    60%                    40%
                6 but less than 7                    80%                    20%
                    7 or more                       100%                     0%

</TABLE>

      Notwithstanding the foregoing, the portion of a Participant's Columbia
      Money Purchase Pension Plan Account which is attributable to a Plan Year
      of accrual commencing prior to January 1, 1987 shall be one-hundred
      percent (100%) vested. Notwithstanding the foregoing, the portion of a
      Participant's Salary Deferral Matching Contribution Allocations Account
      which was transferred from the Columbia Salary Deferral Plan, and was
      fully vested immediately prior to the transfer, shall be one-hundred
      percent (100%) vested. Notwithstanding the foregoing, a Participant's
      Columbia Stock Bonus Plan Account shall be fully vested if the
      Participant: (1) had three (3) or more full Years of Service on December
      31, 1994 under the Columbia Stock Bonus Plan; and (2) had accumulated
      three (3) or more Years of Service (as determined on December 31, 1994)
      while employed by HCA-Hospital Corporation of America or one of its
      subsidiaries.



                                       53

<PAGE>   60

8.3   FORFEITURE OF NON-VESTED ACCOUNT BALANCES. The portion of any Account that
      is determined under this Article to be forfeitable shall be forfeited in
      accordance with the rules set forth in this Section and applied as
      provided under Article IV.

      8.3.1 Reemployment After Five (5) Consecutive One Year Breaks in Service.
            A Participant who has separated from service, but is reemployed
            after incurring five (5) consecutive One Year Breaks in Service
            shall not be entitled to receive credit for vesting purposes for
            Years of Service earned prior to the five (5) consecutive One Year
            Breaks in Service, except as follows:

            (a)   If he had a nonforfeitable right to all or a portion of his
                  Account derived from Forfeitable Contributions at the time of
                  his separation from service, such Participant shall receive
                  credit for Years of Service earned prior to the five (5)
                  consecutive One Year Breaks in Service upon his completion of
                  a Year of Service following the date of his reemployment with
                  respect to his Account derived from Forfeitable Contributions.

            (b)   With respect to his Account derived from Forfeitable
                  Contributions after his reemployment, if he did not have a
                  nonforfeitable right to all or any portion of his Account
                  derived from Forfeitable Contributions at the time of his
                  separation from service, such Participant shall receive credit
                  for Years of Service earned prior to the five (5) consecutive
                  One Year Breaks in Service if (1) he completes a Year of
                  Service after his reemployment, and (2) at the time he
                  completes such Year of Service his number of consecutive One
                  Year Breaks in Service does not equal or exceed the greater of
                  (i) his aggregate Years of Service earned before his period of
                  consecutive One Year Breaks in Service; or (ii) five (5)
                  years.

            (c)   All Years of Service earned after five (5) consecutive One
                  Year Breaks in Service shall be disregarded in determining a
                  Participant's nonforfeitable percentage in his Account derived
                  from Forfeitable Contributions which accrued prior to the five
                  (5) consecutive One Year Breaks in Service.

      8.3.2 Reemployment Prior to Incurring Five Consecutive One Year Breaks in
            Service. A former Participant who is reemployed prior to incurring
            five (5) consecutive One Year Breaks in Service shall not be
            entitled to receive credit for vesting purposes for Years of Service
            earned prior to the consecutive One Year Breaks in Service until he
            has completed a Year of Service following the date of his
            reemployment with respect to his Account derived from Forfeitable
            Contributions. A former Participant who is reemployed prior to
            incurring a One Year Break in Service shall receive credit for his
            Years of Service upon his date of reemployment.

      8.3.3 Reemployment. The forfeited portion of the Account of a Participant
            who was not fully vested upon distribution and who received a
            Cash-Out partially attributable to



                                       54

<PAGE>   61

            his Account derived from Forfeitable Contributions shall be restored
            to an Account for such Participant if he returns to the employ of
            the Employer and:

            (a)   repays the Cash-Out amount to the Trust Fund; and

            (b)   such repayment occurs before the earlier of (i) five (5) years
                  after the first date on which the Participant is subsequently
                  reemployed by the Employer or (ii) the date on which the
                  Participant incurs five (5) consecutive One Year Breaks in
                  Service following the date of distribution of the Cash-Out.

            A Participant who was not vested in any portion of his Account
            derived from Forfeitable Contributions at the time of his separation
            from service shall be deemed to have made the repayment of a
            Cash-Out on the date the Participant returns to the employ of the
            Employer if he returns to employment before incurring five (5)
            consecutive One Year Breaks in Service. The permissible sources of
            restoration of the forfeited portion of an Account upon repayment
            (or deemed repayment) of a Cash-Out in accordance with this
            subsection are income or gain from Plan investments and Forfeitures.
            Nothing in this section shall be deemed to permit a Participant to
            repay a Cash-Out where such Participant was 100% vested in the
            portion of his Account attributable to his Account derived from
            Forfeitable Contributions at the time of such Cash-Out.

            Cash-Out repayments and deemed repayments shall apply under this
            Plan with respect to individuals who separated from service while a
            participant in one or more of the Columbia Plans prior to the
            Closing Date but their employer at the time of separation from
            service was a company which is owned (directly or indirectly) by the
            Employer on the Closing Date. Such repayments and deemed repayments
            shall also apply with respect to accounts of individuals specified
            in Section 2.1.5 who are not covered by the preceding sentence.

      8.3.4 Timing of Forfeitures. The nonvested portion of the Account of a
            Participant who is not fully vested in the portion of his Account
            derived from Forfeitable Contributions at the time he separates from
            service and who receives a Cash-Out following his separation from
            service shall be a Forfeiture as of the last day of the Plan Year in
            which such Participant incurs a One Year Break in Service or, if
            later, at the time of distribution. A Cash-Out is a distribution
            following separation from service of a Participant's total vested
            Account balance. For this purpose, if, at the time of a
            Participant's separation from service, such Participant is not
            vested in any portion of his Account derived from Forfeitable
            Contributions, the Plan Administrator will be deemed to have made a
            Cash-Out distribution to such Participant. The nonvested portion of
            the Account of a Participant who is partially vested in his Account
            derived from Forfeitable Contributions at the time he separates from
            service but who does not receive a Cash-Out shall be a Forfeiture as
            of the end of the Plan Year in which such Participant incurs his
            fifth consecutive One Year Break in Service. The nonvested portion
            of the Account of a Participant who does not separate from



                                       55

<PAGE>   62

            service but who incurs five consecutive One Year Breaks in Service
            shall be a Forfeiture upon the fifth One Year Break in Service.

8.4   VESTING AT EARLY RETIREMENT AGE AND NORMAL RETIREMENT AGE. Notwithstanding
      Section 8.1 or 8.2, a Participant shall become one hundred percent (100%)
      vested in his accrued Account upon his attainment of Early Retirement Age
      or Normal Retirement Age provided that he has not separated from service
      with the Employer prior to such date.

8.5   VESTING UPON DEATH. Notwithstanding Sections 8.1 or 8.2, a Participant's
      Account shall become one hundred percent (100%) vested upon his death if
      his death occurs while he is an Employee.

8.6   VESTING UPON TOTAL AND PERMANENT DISABILITY. Notwithstanding Section 8.1
      or Section 8.2, the Account of a Participant who is an Employee shall
      become one hundred percent (100%) vested upon becoming Totally and
      Permanently Disabled while employed.





                                       56
<PAGE>   63


                                   ARTICLE IX

                       PAYMENT OF BENEFITS TO PARTICIPANTS

9.1   COMMENCEMENT OF BENEFITS. Except as otherwise required under Section 9.9,
      a Participant shall be entitled to receive his Plan Benefits upon the
      following conditions:

      9.1.1 Normal Retirement. A Participant who separates from service with the
            Employer on or after attaining Normal Retirement Age may elect to
            receive a distribution of his Plan Benefits as of his Normal
            Retirement Date or thereafter, following his separation from
            service.

      9.1.2 Early Retirement. A Participant who separates from service with the
            Employer on or after having attained Early Retirement Age may elect
            to receive a distribution of his Plan benefits as of his Early
            Retirement Date or thereafter, following his separation from
            service. A Participant who separates from service with the Employer
            on or after the date on which such Participant has earned at least
            ten (10) Years of Service but prior to reaching the Age of
            fifty-five (55) may elect to receive a distribution of his Plan
            benefits as of his Early Retirement Date or thereafter, following
            his separation from service.

      9.1.3 Disability Benefits. A Participant who separates from service with
            the Employer as a result of becoming Totally and Permanently
            Disabled or becomes Totally and Permanently Disabled after having
            separated from service, but prior to otherwise being eligible to
            receive benefits under this Plan, may elect to receive distribution
            of his Plan Benefits following the approval of the Participant's
            claim for Total and Permanent Disability benefits.

      9.1.4 In-Service Withdrawal(s). In accordance with Section 9.8, a
            Participant may elect to receive a distribution of a portion of
            certain sub-accounts in his Account prior to separating from
            service.

      9.1.5 Separation from Service. Consistent with Sections 9.5 and 9.7, a
            Participant who separates from service may elect to receive his
            vested Plan Benefits.

      9.1.6 Administrative Delay. Notwithstanding any provision of this Article
            IX to the contrary, benefit payments may be delayed due to
            administrative circumstances.

9.2   DEATH BENEFITS. Subject to Section 9.16, if a Participant dies before
      becoming entitled to benefits under Section 9.1, the Participant's
      Beneficiary or Contingent Beneficiary shall be entitled to a death benefit
      equal in value to the Participant's vested Account, determined as of a
      Valuation Date which falls within a reasonable period of time preceding
      the date of distribution of such death benefits, increased by the amount
      of any Salary Deferral Contributions, Employee Voluntary Contributions,
      loan repayments contributed to the




                                       57
<PAGE>   64

      deceased Participant's Account, ESOP Contributions, Profit Sharing
      Contributions and Matching Employer Contribution Allocations since such
      Valuation Date, and decreased by the amount of any distributions from the
      deceased Participant's Account since such Valuation Date. Such benefits
      shall be payable as provided in the Participant's Beneficiary designation
      form, provided that a Qualified Waiver must be properly executed and
      submitted if the surviving spouse is not the Beneficiary.

      9.2.1 Payment of Death Benefits - General Rule. Except as otherwise
            provided herein, payment of death benefits shall be made as soon as
            is administratively feasible following approval of a claim for death
            benefits. Beneficiaries and Contingent Beneficiaries shall notify
            the Plan Administrator in writing of the death of any individual
            which entitled them to payment of benefits. Notwithstanding any
            provision of this Section to the contrary, subject to Section 9.9,
            if the death beneficiary is the surviving spouse, such beneficiary
            may elect to receive the Participant's vested account in a lump-sum
            distribution at any time following death. Subject to Section 9.9,
            payment to nonspouse Beneficiaries and Contingent Beneficiaries
            shall be made in a lump sum as soon as administratively feasible
            following approval of the claim for death benefits.

      9.2.2 Nonsurviving Beneficiary or Contingent Beneficiary. If neither a
            Beneficiary nor a Contingent Beneficiary survives the Participant or
            if no such Beneficiary and/or Contingent Beneficiary has been
            effectively named by the Participant, the Beneficiary designated in
            subsection 9.2.3 shall be paid a lump sum benefit, equal to the
            value of the Participant's vested Account, determined as of a
            Valuation Date which falls within a reasonable period of time
            preceding the date of distribution of such death benefits, increased
            by the amount of any Salary Deferral Contributions, Employee
            Voluntary Contributions, loan repayments contributed to the deceased
            Participant's Account, ESOP Contributions, Profit Sharing
            Contributions and Matching Employer Contribution Allocations since
            such Valuation Date, and decreased by the amount of any outstanding
            loan balance and any distributions from the decreased Participant's
            vested Account since such Valuation Date.

      9.2.3 Beneficiaries. If a Participant's benefits are still outstanding at
            such Participant's death and his Beneficiary does not survive him,
            the benefits shall be paid to his named Contingent Beneficiary. If a
            deceased Participant is not survived by either a named Beneficiary
            or a Contingent Beneficiary (or if no Beneficiary or Contingent
            Beneficiary was properly named), the deceased Participant's Plan
            Benefits shall be paid in a lump sum payment to the person, persons
            or entity in the first of the following classes of beneficiaries
            with one or more members of such class then surviving: (a) widow or
            widower; (b) the Participant's estate, or state law equivalent
            thereof, if such estate (or equivalent) is established within the
            six month period beginning with the date of the Participant's death;
            (c) children; (d) parents; (e) brothers and/or sisters; or (f)
            pursuant to state intestacy law. The Plan Administrator shall have
            complete discretion to determine whether a person or thing falls
            within the preceding hierarchy. If the Beneficiary or Contingent
            Beneficiary is




                                       58
<PAGE>   65

            living at the death of the Participant, but such person dies prior
            to receiving the death benefit, such death benefit shall be paid to
            the estate of such deceased Beneficiary or Contingent Beneficiary.

9.3   FORM OF BENEFIT DISTRIBUTION. Subject to Section 9.16, a Participant who
      is entitled to receive his Plan Benefits may elect to receive his Plan
      Benefits in one of the following forms:

      (i)   A lump sum distribution in cash;

      (ii)  Installments to be paid over a period of 5, 10, 15 or 20 years, but
            such term shall not exceed the life expectancy of the Participant,
            or the joint and last survivor life expectancy of the Participant
            and designated Beneficiary. Installments shall be paid monthly,
            quarterly or annually, as so elected by the Participant;

      (iii) A joint and 50% survivor annuity for the Participant and his spouse;

      (iv)  A life annuity;

      (v)   A life annuity with guaranteed payments; or

      (vi)  A distribution of a paid-up nontransferable and irrevocable annuity
            contract providing for payment of substantially equal periodic
            installments commencing with the date the contract is issued and
            continuing for a period certain not to exceed twenty (20) years.
            This form of benefit distribution shall not be available to a
            Beneficiary or Contingent Beneficiary who is not the Participant's
            surviving spouse.

      Any Participant who elected to receive installment payments under this
      Section 9.3(ii), and has been receiving installment payments due to a
      separation from service, shall have his installment payments suspended
      upon his return to service as an Employee. During such period of
      suspension, his Account shall be credited with earnings and losses
      pursuant to his investment instruction as to Funds. If a married
      Participant elects an annuity, the annuity shall be a joint and 50%
      survivor annuity for the Participant and his spouse unless the spouse
      consents otherwise in accordance with the procedures set forth in Section
      9.16.3. Section 14.17 provides additional rules concerning optional
      benefit forms with respect to plans merged into this Plan.

      9.3.1 Distribution of Annuity Contracts. Any payments made pursuant to any
            annuity shall be payable to the Participant during his lifetime and,
            if applicable, to the Participant's Beneficiary after the death of
            the Participant under a paid-up nontransferable and irrevocable
            annuity contract. In no event shall the annuity provide payments
            that require survival of any individual as one of the conditions for
            any payment or possible payment under the annuity and in no event
            shall the annuity contract provide any life insurance benefit that
            would be excluded from gross income under Code Section 101(a). The
            terms of an annuity contract




                                       59

<PAGE>   66

            purchased and distributed by the Plan to a Participant or spouse
            shall comply with the requirements of the Plan.

      9.3.2 Stock Distributions. To the extent that a Participant is invested in
            the Company Stock Fund and/or the ESOP Fund, he may elect to receive
            a lump sum distribution in Company Stock, and to the extent that the
            Participant is invested in the Columbia Stock Fund and/or the Triad
            Stock Fund, such election shall also apply to Columbia Stock and
            Triad common stock, except that fractional shares shall be converted
            to and paid in cash, and declared but unpaid cash dividends shall be
            paid in cash. If any additional shares of Company Stock (or, if
            applicable, Columbia Stock) are subsequently allocated to the
            Participant's Account, such shares shall be distributed to the
            Participant or his Beneficiary as soon as practicable following the
            date on which such additional allocation is made.

            All installment and annuity distributions under this Section shall
            be made in cash.

9.4   PARTICIPANT'S ELECTION OF BENEFITS. All elections of benefits under this
      Article shall be in writing on a form provided by the Plan Administrator
      and shall be irrevocable upon the expiration of the applicable Election
      Period, or, if earlier, upon distribution of the Participant's benefits
      under the election.

      9.4.1 Distribution. The Trustee shall distribute the benefits elected
            under this Section as soon as administratively feasible following
            the Trustee's receipt of distribution instructions from the Plan
            Administrator and following completion of valuation of the
            Participant's Account for the Valuation Date specified in this
            Section for valuation of the Participant's benefits. The
            distribution of benefits shall in all cases be made by the Trustee
            to the recipient within a single taxable year of the recipient so as
            to qualify (to the extent possible) as a lump sum distribution under
            Code Section 402(e)(4)(D).

      9.4.2 Account Closed. A Participant's Account shall be deemed to be closed
            as of the Valuation Date specified in this Section for determining
            benefits, and, except in the case of a special valuation under
            Article V, no earnings or losses shall be added to or subtracted
            from such Account following such Valuation Date.

      9.4.3 Valuation and Election. For purposes of Sections 9.1, 9.5 and 9.7,
            the Participant's Plan Benefit, to the extent vested, shall be
            valued on a Valuation Date which falls within a reasonable period of
            time following the Plan Administrator's receipt of notice that the
            Participant's Plan Benefits are to be distributed. The Participant
            shall be entitled to receive his Plan Benefits in the form of
            payment provided under Section 9.3. Notwithstanding any other
            provision of this Plan, the date for distribution of benefits may be
            delayed to the extent necessary to properly determine the value of
            the Participant's Account or to take such other actions as are
            reasonably necessary to distribute the Participant's Plan Benefits.




                                       60

<PAGE>   67


      9.4.4 Filing of Request for Distribution. It shall be the duty of
            Participants and Beneficiaries to inform the Plan Administrator of
            any change in their home address and to file written claims (or to
            make requests under the Voice Response System) for benefits provided
            under this Plan. The Plan Administrator shall not be required to
            determine eligibility for, or make payment of, Plan Benefits to
            which Participants or Beneficiaries are otherwise entitled until a
            written claim for such benefits is filed with the Plan Administrator
            (or an election to receive benefits is made by the Participant
            through the Voice Response System); provided, however, that this
            sentence shall not prevent the Plan Administrator from directing the
            Trustee to make lump sum distributions in those cases in which a
            timely election specifying the time and manner of payment of Plan
            Benefits is not filed. In no event, however, shall the Plan
            Administrator make any distribution to a Participant until that
            Participant's outstanding loans have been liquidated in full.

      9.4.5 Timing. If an election to receive Plan Benefits is made, the
            distributions specified in Sections 9.1 and 9.2 shall be made by the
            end of the Plan Year following the Plan Year during which the
            Participant separates from service by reason of attainment of Normal
            Retirement Age, attainment of Early Retirement Age, death or Total
            and Permanent Disability.

9.5   SPECIAL DISTRIBUTIONS RULES. Notwithstanding any other provision of this
      Plan, unless this Plan is amended to permit a trustee to trustee transfer
      to a recipient plan, a Participant's Salary Deferral Contribution Account,
      Prior Salary Deferral Contribution Account and all amounts transferred
      from the HealthTrust Plan shall be distributable upon:

      (a)   Termination of the Plan without the establishment or maintenance of
            another defined contribution plan;

      (b)   Consistent with Treasury Regulations, the disposition by a
            corporation to an unrelated corporation of substantially all of the
            assets (within the meaning of Section 409(d)(2) of the Code) used in
            a trade or business of such corporation if such corporation or an
            Affiliated Employer continues to maintain this Plan after the
            disposition, but only with respect to Employees who continue
            employment with the corporation acquiring such assets;

      (c)   Consistent with Treasury Regulations, the disposition by a
            corporation to an unrelated entity of such corporation's interest in
            a subsidiary (within the meaning of Section 409(d)(3) of the Code)
            if such corporation or an Affiliated Employer continues to maintain
            this Plan, but only with respect to Employees who continue
            employment with such subsidiary;

      (d)   Such Participant's death or disability;

      (e)   Such Participant's attainment of Age fifty-nine and one-half (59
            1/2); or




                                       61

<PAGE>   68

      (f)   Such Participant's Qualifying Hardship within the meaning of Section
            9.6.1 of the Plan and subject to Section 9.6 of the Plan.

      Unless accounts of affected Employees or Participants are spun-off or
      transferred to a plan established by the corporation(s) being spun-off, a
      corporate spin-off which qualifies under Code Section 355 shall be
      considered a disposition by a corporation to an unrelated entity of such
      corporation's interest in a subsidiary, under subsection (c).

9.6   DISTRIBUTIONS IN THE CASE OF CERTAIN FINANCIAL HARDSHIPS. A Participant
      who is an Employee and who experiences a Qualifying Hardship may elect in
      writing to receive a distribution of all or part of the portion of his
      Salary Deferral Contribution Account, Prior Salary Deferral Contribution
      Account, Rollover Account, Employee Voluntary Contribution Account, Prior
      Employer Contribution Account, Thrift Account and Thrift Matching Account.

      9.6.1 Qualifying Hardship. "Qualifying Hardship" shall mean a hardship
            within the meaning of the Treasury Regulations interpreting Code
            Section 401(k) which results from expenses incurred or to be
            incurred in connection with the following:

            (a)   The incurrence of, and the necessity of receiving cash in
                  advance in anticipation of and to pay for, uninsured and
                  unreimbursed or unreimbursable medical expenses, by the
                  Participant, his spouse or any child or other person who has
                  been or will be claimed as a dependent on the Participant's
                  federal income tax return for the tax year covered by the Plan
                  Year during which the request is made (which period will
                  hereinafter be referred to as "Applicable Tax Year");

            (b)   The purchase of the Participant's principal residence (but
                  shall not include any payments on the mortgage pertaining to
                  this principal residence);

            (c)   The prevention of the Participant's eviction from or the
                  foreclosure on the mortgage of the Participant's principal
                  residence; or

            (d)   The payment of tuition expenses, related educational fees and
                  room and board expenses for the next twelve months of post
                  secondary education on behalf of or by the Participant, his
                  spouse or any person who may or will be claimed as a dependent
                  on the Participant's federal tax return for the Applicable Tax
                  Period.

      9.6.2 Immediate and Heavy Financial Need. A distribution made on account
            of a "Qualifying Hardship" must be necessary in light of the
            immediate and heavy financial needs of the Participant.

            (a)   A distribution requested on account of a Qualifying Hardship
                  shall not exceed the amount required to meet the immediate
                  financial need created by




                                       62
<PAGE>   69


                  the hardship (grossed-up for income taxes) and which is not
                  reasonably available from other resources of the Participant.
                  In support of his request, the Participant must provide to the
                  Plan Administrator the specific dollar amount of the expense
                  and the specified dollar amount of the distribution needed to
                  satisfy this expense, as well as represent that the financial
                  need cannot be satisfied from other resources, such as:

                  (1)   Reimbursement or compensation through insurance or some
                        similar source;

                  (2)   Through a reasonable liquidation of assets owned either
                        by the Participant, his spouse or children, to the
                        extent such assets are reasonably available to the
                        Participant and would not create an additional,
                        immediate and heavy financial need; or

                  (3)   Through the discontinuation of elective deferrals to
                        this Plan or by receipt of a loan from a commercial
                        lender or by receipt of a loan under the Plan.

      9.6.3 Limitation on Qualifying Hardship Distributions. A Qualifying
            Hardship distribution shall not be made or comprised of amounts
            attributable to:

            (a)   Income earned after December 31, 1988, on Salary Deferral
                  Contributions; and

            (b)   Any portion of a Participant's Account balance other than his
                  Salary Deferral Contributions and rollover contributions and
                  direct transfers from other qualified retirement plans.

      9.6.4 Suspension From Plan. If a Participant's hardship withdrawal request
            is approved by the Plan Administrator, no further Salary Deferral
            Contributions shall be contributed on behalf of the Participant by
            the Employer, and no elective contributions or Employee
            contributions, except for contributions to any health or welfare
            benefit plans and mandatory contributions to defined benefit plans
            maintained by the Employer (if any), may be made by the Participant
            under any tax-qualified deferred compensation plans (as defined in
            Code Section 401(a)) or under nonqualified deferred compensation
            plans of the Employer, for twelve (12) months following the date of
            hardship withdrawal. The Participant may not make Salary Deferral
            Contributions for the Participant's taxable year immediately
            following the taxable year of the hardship distribution in excess of
            the applicable limit under Code Section 402(g) for the next taxable
            year minus the amount of the Participant's elective contributions
            for the taxable year of the hardship distribution. Notwithstanding
            the foregoing, this Section 9.6.4 shall apply only in the event that
            a Participant's hardship withdrawal is made all or partially from
            his Salary Deferral




                                       63
<PAGE>   70

            Contribution Account in accordance with the hierarchy of the sources
            of distribution determined by the Plan Administrator from his
            sub-accounts.

      9.6.5 Plan Administrator's Responsibility. The Plan Administrator shall
            have complete discretion to approve or disapprove hardship
            withdrawal requests based upon the Plan Administrator's
            determination as to whether the Participant who has filed such claim
            has satisfied the criteria as reflected in this Section 9.6 for a
            Qualifying Hardship. The amount of the hardship withdrawal approved
            by the Plan Administrator shall not exceed the amount that the Plan
            Administrator determines is necessary to remedy the financial burden
            attributable to the Qualifying Hardship.

      9.6.6 Allocation of Earnings and Losses. The amount available for a
            hardship withdrawal shall be determined as of a Valuation Date which
            falls within a reasonable period of time preceding the date the
            hardship withdrawal is approved. The amount distributed to a
            Participant as a hardship withdrawal shall be taken into account for
            purposes of allocating earnings or losses as of the Valuation Date
            following the date such withdrawal is made or as soon as
            administratively feasible thereafter. The Plan Administrator shall
            determine the order of sub-accounts from which hardship withdrawals
            shall be taken, and such order shall apply equally to all
            Participants.

      9.6.7 Same Desk Rule. Notwithstanding any preceding provision of this
            Section to the contrary, a Participant who ceases to be an Employee
            due to a sale of his facility which is subject to the same desk rule
            (thus prohibiting a distribution) is eligible to request a hardship
            distribution.

9.7   CASH-OUT PROCEDURE UPON SEPARATION FROM SERVICE. A Participant who
      separates from service for reason other than attainment of Early
      Retirement Age, Normal Retirement Age, Total and Permanent Disability or
      death and whose vested Plan Benefits do not exceed $5,000 shall be paid
      his vested Plan Benefits in the form of a "Cash-Out." A Participant who
      separates from service for reason other than attainment of Normal
      Retirement Age or death and whose vested Plan Benefits exceed $5,000 shall
      be entitled to elect to receive a Cash-Out of his vested Plan Benefits.
      Any election to receive a Cash-Out must be made by the Participant during
      the time frame specified by the Plan Administrator and communicated to
      Participants on a uniform basis. If, at the time of a Participant's
      separation from service, such Participant is not vested in any portion of
      his Account attributable to Matching Employer Contribution Allocations,
      the Plan Administrator will be deemed to have made a Cash-Out distribution
      to such Participant of such Matching Employer Contribution Allocations.
      The Plan Administrator may require that any Participant who is eligible to
      receive a Cash-Out complete such forms as are required by the Plan
      Administrator (or take other action through the Voice Response System) in
      order for such Cash-Out to be paid. The Plan benefits of any Participant
      whose vested Plan Benefits exceed $5,000 who fails to properly complete
      such necessary forms shall remain in the Trust, subject to the
      distribution provisions of this Article. Forms for Cash-Outs shall be
      mailed to Participants as soon as administratively feasible following the
      date on which the Participant separates from service. Cash-Outs for which
      the necessary forms have been




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<PAGE>   71

      properly submitted to the Plan Administrator shall be paid as soon as
      practicable following the Plan Administrator's receipt of forms or
      election on the Voice Response System, if applicable. Vested Plan Benefits
      which are paid as a Cash-Out shall be valued in accordance with Section
      9.4.3.

      9.7.1 Notification of Options. No less than 30 days nor more than 90 days
            before a Cash-Out is paid, each Participant with a Plan Benefit in
            excess of $5,000 who has separated from service shall be given
            notice of: (a) the material features and relative values of the
            optional forms of benefit available under the Plan; and (b) his
            right to defer receipt of a distribution. Following receipt of the
            notice described in the preceding sentence, a Participant who elects
            to receive a Cash-Out shall be paid his Plan Benefit within 90 days
            after his written consent to receive the Cash-Out is received by the
            Plan Administrator. If a distribution is one to which sections
            401(a)(11) and 417 of the Code 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:

            (1)   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

            (2)   the Participant, after receiving the notice, affirmatively
                  elects a distribution.

      9.7.2 Valuation. In determining whether a Participant's vested Plan
            Benefits equal or exceed $5,000, the Plan Administrator shall
            determine such amount as of a Valuation Date preceding distribution.

9.8   IN-SERVICE WITHDRAWALS. A Participant shall be entitled to receive a
      distribution of certain sub-accounts in his Account while an Employee in
      accordance with this Section.

      9.8.1 Thrift Account Withdrawals. A Participant may elect to take a
            distribution of all or a portion of his Thrift Account, Rollover
            Account and Thrift Matching Account at any time.

      9.8.2 Employee Voluntary Contribution Withdrawals. A Participant may elect
            to take a distribution of all or a portion of his Employee Voluntary
            Contribution Account at any time, provided, however, that such
            Participant shall not be entitled to make additional Employee
            Voluntary Contributions for the six-month period following the date
            such withdrawal is made.

      9.8.3 Employee Voluntary Matching Contribution Allocations Withdrawals. A
            Participant who has completed five or more Years of Service may
            elect to take a distribution of all or a portion of his Employee
            Voluntary Matching Contribution Allocations Account at any time. A
            Participant who has not completed at least five



                                       65

<PAGE>   72

            Years of Service may elect to take a distribution of only that
            portion of his Employee Voluntary Matching Contribution Allocations
            Account that was credited to his Employee Voluntary Matching
            Contribution Allocations Account more than twenty-four (24) months
            prior to his distribution.

      9.8.4 Age 59 1/2 Distributions. Upon attainment of age fifty-nine and
            one-half (59 1/2) and thereafter, a Participant may elect to receive
            a distribution of all or a portion of their Rollover Account, Thrift
            Account, Prior Employer Contribution Account, Thrift Matching
            Account, HealthTrust Account, Employee Voluntary Contribution
            Account (regardless of his Years of Service or the time amounts have
            been credited to such Account), Prior Salary Deferral Contribution
            Account and Salary Deferral Contribution Account. The Plan
            Administrator shall establish an order of sub-accounts from which
            such withdrawals are made, and such order shall apply equally to all
            Participants. Notwithstanding the foregoing, a Participant who
            ceases to be an Employee due to a sale of his facility which is
            subject to the same desk rule (thus prohibiting a distribution) is
            eligible to request an age 59 1/2 distribution.

9.9   MANDATORY COMMENCEMENT OF BENEFITS. Distribution of a Participant's Plan
      Benefits balance shall begin not later than whichever of the two following
      events first occurs:

      (a)   Unless the Participant otherwise elects, or the distribution of his
            Plan Benefits occurs as of an earlier date as permitted under this
            Article, sixty (60) days after the last day of the Plan Year in
            which the latest of (1) or (2) occurs:

            (1)   The Participant's Normal Retirement Age;

            (2)   The Participant's separation from service; or

      (b)   The Required Beginning Date.

      For purposes of Subsection (a) of this Section 9.9, a failure by the
      Participant (and, where applicable, the Participant's spouse) to consent
      to receive a distribution of Plan Benefits while immediately distributable
      shall be deemed an election to defer payment of such benefits.

      9.9.1 Required Beginning Date. Notwithstanding any provision of the Plan
            to the contrary, distributions of a Participant's Plan Benefits
            shall commence not later than one of the following dates
            (hereinafter referred to as "Required Beginning Date"):

            (a)   For Participants who are not five (5) percent owners, as
                  defined in Code Section 416, the 1st day of April of the
                  calendar year following the later of the calendar year in
                  which the Participant (1) attains age seventy and one-half
                  (70-1/2), or (2) retires;



                                       66
<PAGE>   73


            (b)   For Participants who are five (5) percent owners, as defined
                  in Code Section 416, the 1st day of April of the calendar year
                  following the calendar year in which the Participant attains
                  age seventy and one-half (70-1/2).

      9.9.2 Valuation and Form of Distribution. The Participant's Plan Benefits
            shall be valued and distributed in accordance with Section 9.4, with
            the form of distribution being governed by Sections 9.3 and 9.7.

      9.9.3 Amount of Required Distribution. The Plan Administrator shall
            distribute on the Required Beginning Date the Participant's Plan
            Benefits as determined in the following manner:

            (a)   Lump Sum Distributions. In the event a Participant has
                  separated from service and a lump sum distribution has been
                  properly elected under this Article, the Participant's Plan
                  Benefits shall be paid in full prior to the Participant's
                  Required Beginning Date, with the value of such Plan Benefits
                  being determined as of a Valuation Date which falls within a
                  reasonable period of time preceding payment.

            (b)   Installment and Annuity Distribution. In the event a
                  Participant has separated from service but no distribution
                  election has been made, or an annuity form of benefit has been
                  elected but the annuity has not yet been purchased and
                  distributed, or the Participant has not separated from
                  service, distributions shall commence no later than the
                  Required Beginning Date, with such benefits being paid over a
                  period not longer than the Participant's life or the lives of
                  the Participant and the Designated Beneficiary (or over a
                  period not extending beyond the life expectancy of the
                  Participant or joint life and last survivor expectancy of the
                  Participant and the Designated Beneficiary).

                  The amount to be distributed each year, beginning with
                  distributions for the first Distribution Calendar Year shall
                  not be less than the quotient obtained by dividing the
                  Participant's Benefit by the lesser of (1) the Applicable Life
                  Expectancy or (2) if the Participant's spouse is not the
                  Designated Beneficiary, the applicable divisor determined from
                  the table set forth in Q&A-4 of Proposed Regulations Section
                  1.401(a)(9)-2. Distributions after the death of the
                  Participant shall be distributed using the Applicable Life
                  Expectancy as the relevant divisor without regard to Proposed
                  Regulations Section 1.401(a)(9)-2. The minimum distribution
                  required for the Participant's first Distribution Calendar
                  Year must be made on or before the Participant's Required
                  Beginning Date. The minimum distribution for other calendar
                  years, including the minimum distribution for the distribution
                  calendar year in which the Employee's Required Beginning Date
                  occurs, must be made on or before December 31 of that
                  Distribution Calendar Year.




                                       67
<PAGE>   74


            9.9.4 General Rules.

                  (a)   The requirements of this Section shall apply to any
                        distribution of a Participant's interest and will take
                        precedence over inconsistent provisions of this Plan.
                        However, in no event shall distributions under this
                        Section include any amount of a Participant's Account
                        which is not vested.

                  (b)   All distributions required under this Section shall be
                        determined and made in accordance with the Treasury
                        Regulations under Code Section 401(a)(9), including the
                        minimum distribution incidental benefit requirement of
                        Proposed Treasury Regulation Section 1.401(a)(9)-2, and
                        any other applicable guidance issued by the Internal
                        Revenue Service.

            9.9.5 Limits on Distribution Periods. As of the first Distribution
                  Calendar Year, distributions, if not made in a single-sum due
                  to a separation from service, may only be made over one of the
                  following periods (or a combination thereof):

                  (a)   the life of the Participant,

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

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

                  (d)   a period certain not extending beyond the joint and last
                        survivor expectancy of the Participant and a Designated
                        Beneficiary.

            9.9.6 Death Distribution Provisions.

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

                  (b)   Distribution beginning after death. If the Participant
                        dies before distribution of his interest has begun,
                        distribution of the Participant's entire interest shall
                        be completed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death except to the extent that an election is made by
                        the Designated Beneficiary to receive distributions in
                        accordance with (i) or (ii) below:

                        (i)   distributions to be paid over the life or over a
                              period certain not greater than the life
                              expectancy of the Designated Beneficiary
                              commencing on or before December 31 of the
                              calendar year



                                       68
<PAGE>   75


                              immediately following the calendar year in which
                              the Participant died;

                        (ii)  if the Designated Beneficiary is the Participant's
                              surviving spouse, distributions to be paid in
                              accordance with (i) above beginning on or prior to
                              the later of (1) December 31 of the calendar year
                              immediately following the calendar year in which
                              the participant died or (2) December 31 of the
                              calendar year in which the Participant would have
                              attained his Required Beginning Date.

                  (c)   For purposes of subsection (b) above, if the surviving
                        spouse dies after the Participant, but before payments
                        to such spouse begin, the provisions of subsection (b),
                        with the exception of paragraph (ii) therein, shall be
                        applied as if the surviving spouse were the Participant.

                  (d)   For purposes of this Section, any amount paid to a child
                        of the Participant will be treated as if it had been
                        paid to the surviving spouse if the amount becomes
                        payable to the surviving spouse when the child reaches
                        the age of majority.

                  (e)   For purposes of this Section, distribution of a
                        Participant's interest is considered to begin on the
                        Participant's Required Beginning Date (or, if subsection
                        (c) is applicable, the date distribution is required to
                        begin to the surviving spouse under subsection (b)
                        above).

            9.9.7 Definitions.

                  (a)   Applicable Life Expectancy. The Life Expectancy of the
                        Participant or the joint and last survivor expectancy of
                        the Participant and Designated Beneficiary.

                  (b)   Designated Beneficiary. The individual who is designated
                        as the Beneficiary under the Plan in accordance with
                        Code Section 401(a)(9) and the regulations thereunder.

                  (c)   Distribution Calendar Year. A calendar year for which a
                        minimum distribution is required under Code Section
                        401(a)(9) and the Regulations issued thereunder. For
                        distributions beginning after the Participant's death,
                        the first Distribution Calendar Year is the calendar
                        year in which distributions are required to begin
                        pursuant to Section 9.9.6 above.

                  (d)   Life Expectancy. Life Expectancy and joint and last
                        survivor expectancy are computed by use of the expected
                        return multiples in Tables V and VI of Section 1.72-9 of
                        the Income Tax Regulations. The Life Expectancy of the
                        Participant and the Life Expectancy of a Designated
                        Beneficiary who is the




                                       69
<PAGE>   76

                        Participant's Spouse shall be recalculated annually. The
                        Life Expectancy of a Designated Beneficiary who is not
                        the Participant's Spouse shall not be recalculated.

                  (e)   Participant's Benefit. The Account balance as of the
                        last Valuation Date in the calendar year immediately
                        preceding the Distribution Calendar Year (Valuation
                        Calendar Year) increased by the amount of any
                        contributions or forfeitures allocated to the Account
                        Balance as of dates in the Valuation Calendar Year after
                        the Valuation Date and decreased by distributions made
                        in the Valuation Calendar Year after the Valuation Date.

9.10  PARTICIPANT LOANS. The Plan Administrator may direct the Trustee to loan a
      Participant who is an Employee amounts attributable to Salary Deferral
      Contributions (including amounts in the Participant's Prior Salary
      Deferral Contribution Account but excluding earnings on all Salary
      Deferral Contributions that were earned after 1988) as well as his
      Employee Voluntary Contribution Account, Rollover Account, Thrift Account,
      Thrift Matching Account and Prior Employer Contribution Account, on a
      reasonably equivalent basis, subject to the following limitations:

      (a)   A Participant's loan, when added to the balance of any other
            outstanding loans the Participant may have, shall not exceed the
            lesser of:

            (1)   $50,000 reduced to the extent of (i) the highest outstanding
                  loan balance of the Participant's loans outstanding during the
                  immediately prior 12-month period (ending the day before the
                  new loan is granted) over (ii) the total of all outstanding
                  loans the day the new loan is granted; or

            (2)   Fifty percent (50%) of the Participant's Total Vested Account
                  Balance.

            (3)   For purposes of the 50 percent limitation, "Total Vested
                  Account Balance" means the total dollar value, as of a
                  Valuation Date which falls within a reasonable period of time
                  preceding the date of the loan, of the vested portion of the
                  Participant's Account including rollover contributions and
                  direct transfers from other qualified retirement plans as set
                  forth in Section 14.7 and investment earnings credited to the
                  Participant's Account. Monies from rollovers as set forth in
                  Section 14.7, if any, will be depleted first for purposes of
                  Participant loans. The Plan Administrator may utilize a
                  percentage which is less than 50 percent, to insure that a
                  downward adjustment in the Participant's Total Vested Account
                  Balance between the loan calculation date and the actual loan
                  date will not cause a violation of the 50 percent test.

            (4)   All loans shall be subject to the approval of the Plan
                  Administrator which shall investigate each application for a
                  loan. Loans shall be permitted for any reason whatsoever.




                                       70
<PAGE>   77

            (5)   In addition to such rules and regulations as the Committee may
                  adopt, all loans shall comply with the following terms and
                  conditions:

                  (A)   The Plan Administrator shall have the power to
                        investigate each application for a loan.

                  (B)   Unless the Plan Administrator allows for loan
                        applications through electronic media, an application
                        for a loan by a Participant shall be made in writing,
                        which shall reflect the consent of the Participant's
                        spouse to the extent so required by the Code, to the
                        Committee or its agent, whose action thereon shall be
                        final.

                  (C)   The period of repayment for any loan shall be arrived at
                        by mutual agreement between the Committee or its agent
                        and the borrower, but all loans shall become due and
                        payable upon termination of employment and the period in
                        no event shall be less than one year, nor shall it
                        exceed five (5) years, except that a ten-year repayment
                        rule shall apply to any loan used for the purpose of
                        acquiring a home which is the Participant's principal
                        residence.

                  (D)   Each loan shall be no less than $1,000 and shall be made
                        at a reasonable rate of interest determined by the
                        Committee and shall be secured by the balance remaining
                        in the Participant's Account, or by such other security
                        as the Committee may deem to be adequate.

                  (E)   Each loan shall be treated as a separate investment of
                        the funds credited to such Participant's Account, and
                        the Committee shall reduce such Participant's Fund
                        balances in his Account pro rata (based on relative Fund
                        balances in the Participant's Account) to account for
                        each such loan.

                  (F)   Any distribution to a Participant or to a Beneficiary
                        (or any direct rollover amount) shall be reduced by any
                        unpaid loan balance of such Participant or Beneficiary
                        plus accrued interest thereon, until such loan balance
                        plus accrued interest has been paid in full (either by
                        direct repayment or by a reduction to distributions).

                  (G)   No more than one loan to any Participant can be made in
                        any calendar year and any Participant cannot have more
                        than one loan outstanding at any time.

                  (H)   Repayment of loans shall be by payroll deduction, or
                        other approved method, on a level amortization basis
                        except that a Participant may




                                       71
<PAGE>   78

                        prepay the outstanding principal balance of his loan in
                        full at any time.

                  (I)   The Participant's investment instructions with respect
                        to future Salary Deferral Contributions shall apply for
                        purposes of loan repayments.

                  (J)   If the Participant has received a loan or loans from the
                        Plan in the past, a new loan application shall not be
                        considered by the Plan Administrator until one year has
                        expired after such prior loan(s) have been paid in full.
                        A Participant may not receive an In-Service Withdrawal
                        under Section 9.8 until all loans have been paid in
                        full.

                  (K)   The Plan Administrator shall determine the order of
                        depletion of Accounts (or sub-accounts) when making a
                        loan.

            Notwithstanding the preceding paragraphs of this Section, in the
            event of a plan transfer of Accounts of Participants to another
            tax-qualified plan, the loans of the Participants whose Accounts are
            transferred shall be included in the assets transferred to the
            transferee plan.

9.11  REQUIREMENT OF CONSENT. Subject to Section 9.16, if the value of a
      Participant's vested Account Balance derived from Employer and Employee
      contributions exceeds $5,000, and the Account Balance is immediately
      distributable, the Participant must consent to any distribution of such
      Account Balance. Consent shall not be required to the extent that a
      distribution is required to satisfy Section 401(a)(9), 401(k), 401(m),
      402(g) or Section 415 of the Code. In addition, upon termination of the
      Plan, the Plan Benefits of a Participant who does not consent to a
      distribution of such Plan Benefits may be transferred to another defined
      contribution plan of the Employer (other than an employee stock ownership
      plan, as defined in Code Section 4975(e)(7)) which is qualified under Code
      Section 401(a)).

      An Account Balance is immediately distributable if any part of the Account
      Balance could be distributed to the Participant before the Participant
      attains (or would have attained if not deceased) the later of Normal
      Retirement Age or age 62.

9.12  ADMINISTRATIVE POSTPONEMENT OF BENEFITS. Except in the case of
      distributions on account of the Required Beginning Date under Section 9.9,
      the date for distribution of benefits may be delayed to the extent
      necessary to properly determine the value of the Participant's Account or
      to take such other actions as are reasonably necessary to prepare to
      distribute the Participant's Plan Benefits or to preserve the Plan's
      tax-qualified status.

9.13  SUSPENSION OF DISTRIBUTIONS IN CERTAIN CASES. Notwithstanding the
      preceding provisions of this Article, a Participant who has separated from
      service with a Participating Employer and who would be eligible to receive
      a distribution of his Plan Benefits pursuant to the preceding provisions
      of this Article, but who is employed by the Plan Sponsor or an




                                       72
<PAGE>   79



      Affiliated Employer when his Plan Benefits are distributable, shall not be
      paid his Plan Benefits, but rather shall only be eligible to receive such
      Plan Benefits after he separates from service with the Plan Sponsor or any
      Affiliated Employer as the case may be, in which case his Plan Benefits
      shall then be payable in accordance with the preceding provisions of this
      Article.

9.14  PARTICIPANT TRANSFERS. A Participant who transfers employment from one
      Participating Employer to another Participating Employer shall not be
      considered as terminating his employment with a Participating Employer and
      shall continue to be a Participant in this Plan without interruption.

9.15  ACCOUNT TRANSFERS IN DISPOSITIONS. Notwithstanding the foregoing
      provisions of this Article, in the event of an asset sale, stock sale or
      any other disposition of facilities by the Plan Sponsor or an Affiliated
      Employer which causes Participants of the sold facilities to cease to be
      employed by the Plan Sponsor or an Affiliated Employer, the Plan
      Administrator may transfer the Accounts of affected Participants (who are
      Employees of an Affiliated Employer immediately prior to such disposition)
      to the tax-qualified retirement plan of the purchaser in such disposition,
      provided that such purchaser's tax-qualified retirement plan must carry
      over all optional forms of benefit of this Plan, including timing of
      distributions, and must carry over all Years of Service under this Plan
      and subject such Accounts to a vesting schedule which is at all times
      after the transfer at least as favorable as the vesting schedule in this
      Plan. A transfer shall not occur unless the administrator of the
      transferee plan furnishes evidence of the foregoing provisions to the Plan
      Administrator. If so provided in an agreement between the buyer and the
      seller, the transfer provisions of the preceding sentences of this Section
      shall also apply to the Accounts and former Accounts of former Employees
      who are or were Participants but separated from service from the sold
      facility(ies) prior to the disposition.

9.16  QUALIFIED PRERETIREMENT SURVIVOR ANNUITY AND QUALIFIED JOINT AND SURVIVOR
      ANNUITY. Notwithstanding the dates on or the form in which Plan Benefits
      may be distributed in accordance with this Article, the following rules
      shall apply to a Participant's Columbia Money Purchase Pension Plan
      Account, unless a Qualified Waiver is executed and filed with the Plan
      Administrator in the manner hereinafter provided.

      9.16.1 Qualified Preretirement Survivor Annuity. A Participant's surviving
             spouse shall be entitled to a Qualified Preretirement Survivor
             Annuity if

             (a)   The Participant dies prior to the Annuity Starting Date;

             (b)   The Participant had a vested right to any portion of his
                   Account; and

             (c)   The Participant leaves a surviving spouse to whom he was
                   married at the time of his death.



                                       73

<PAGE>   80

                  (1)   Exception for Spousal Election. The surviving spouse
                        may elect to begin receiving payments within a
                        reasonable time after the participant's death. In the
                        alternative, the surviving spouse may elect to receive
                        the Qualified Preretirement Survivor Annuity benefits
                        at the time prescribed under Section 9.1, determined as
                        if the Participant had lived until that time or at the
                        time the Participant would have attained the Normal
                        Retirement Age had he lived, unless a cash-out is
                        exercised as hereinafter described.

                  (2)   Notice Requests. The Plan Administrator shall provide
                        each Participant during the Applicable Period with a
                        written explanation (consistent with Regulations as the
                        Secretary of Treasury may prescribe) describing

                        (a)   The Qualified Preretirement Survivor Annuity;

                        (b)   The Qualified Waiver and the time for making a
                              Qualified Waiver;

                        (c)   The rights of the Participant's spouse under a
                              Qualified Waiver; and

                        (d)   The ability to revoke a Qualified Waiver and the
                              effect of such a revocation.

                  (3)   "Applicable Period" shall have the following meaning:

                        (a)   Within the period beginning on the first day of
                              the Plan Year in which a Participant attains Age
                              thirty-two (32) and ending on the last day of the
                              Plan Year preceding the Plan Year in which the
                              Participant attains Age thirty-five (35).

                        (b)   If the Participant did not become a Participant
                              until after Age thirty-two (32), the explanation
                              shall be provided within the one (1) year period
                              ending on the date the Participant commences
                              participation in the Plan.

                        (c)   In the case of Participants who separates from
                              service before attaining Age thirty-five (35), the
                              Applicable Period shall mean the period beginning
                              one (1) year before the separation from service
                              and ending one (1) year after such separation.

                        (d)   If it would end later than the periods described
                              in subparagraphs (a)-(c) of this paragraph
                              9.16.1(c)(3), then the Applicable Period shall be
                              the period beginning one (1) year




                                       74
<PAGE>   81

                                    before Section 401(a)(11) of the Code first
                                    applies to the Participant and ending one
                                    (1) year after Section 401(a)(11) of the
                                    Code first applies to the Participant.

                        In the event of reemployment, the Participant shall be
                        provided such notice as is otherwise required under this
                        Section. Notwithstanding the foregoing notice and timing
                        of notice rules, a notice and waiver may be given
                        pursuant to Treas. Reg. Section 1.401(a)-20, Q&A 33(b),
                        provided that any initial waiver shall be invalidated
                        upon the beginning of the Plan Year during which he
                        attains age thirty-five (35).

                  (4)   Cash-Outs. If the value of the Participant's vested
                        Account which would otherwise be utilized to provide the
                        Qualified Preretirement Survivor Annuity is less than or
                        equal to $5,000, then it shall be distributed in one
                        payment to the surviving spouse in accordance with
                        Section 9.7.

                  (5)   Post-Death Elections. Notwithstanding the foregoing, if
                        the value of the Participant's vested Account which
                        would otherwise be utilized to provide the Qualified
                        Preretirement Survivor Annuity exceeds $5,000, after the
                        death of a Participant who did not execute and file a
                        Qualified Waiver, as provided under Section 9.16.3, the
                        surviving spouse of such participant shall be entitled
                        to elect to receive the vested Account balance of the
                        Participant, as valued as of a Valuation Date which
                        falls within a reasonable period of time preceding
                        distribution (less any distributions made after such
                        Valuation Date), in the form of a lump-sum distribution,
                        to be paid as soon as administratively feasible after
                        approval of a claim for benefits by the Plan
                        Administrator following the Participant's death.

            9.16.2 Qualified Joint and Survivor Annuity. A Participant's Plan
                   Benefits under this Section of the Plan shall be paid in the
                   form of a Qualified Joint and Survivor Annuity (as
                   hereinafter defined) if

                  (a)   The Participant, upon becoming eligible to do so, elects
                        to receive his Plan Benefit; and

                  (b)   The Participant is alive on the Annuity Starting Date.

                  (1)   Notice Requirements. No less than 30 days and no more
                        than 90 days prior to the Annuity Starting Date, the
                        Administrative Committee shall provide each Participant
                        a written explanation of

                        (a)   The terms and conditions of a Qualified Joint and
                              Survivor Annuity;




                                       75
<PAGE>   82


                        (b)   The Participant's right to make and the effect of
                              a Qualified Waiver of the Qualified Joint and
                              Survivor Annuity;

                        (c)   The rights of a Participant's spouse; and

                        (d)   The right to revoke a prior waiver of the
                              Qualified Joint and Survivor Annuity and the
                              effect of such a revocation.

                  (2)   If the value of the Participant's vested Account which
                        would otherwise be utilized to provide the Qualified
                        Joint and Survivor Annuity is less than or equal to
                        $5,000, then it shall be distributed in one payment to
                        the Participant in accordance with Section 9.7.

                  (3)   If the value of the Participant's vested Account which
                        would otherwise be utilized to provide the qualified
                        Joint and Survivor Annuity exceeds $5,000, then if the
                        Participant (if alive) and his spouse consent in writing
                        on a Qualified Waiver, the Plan Benefits may be
                        distributed in one payment in accordance with Section
                        9.7.

            9.16.3 Qualified Waiver of Distributions. The distribution of Plan
                   Benefits in the form of either a Qualified Joint and Survivor
                   Annuity or a Qualified Preretirement Survivor Annuity may be
                   waived only if the Participant so elects and the
                   Participant's spouse properly consents thereto pursuant to a
                   Qualified Waiver, which must be filed with the Plan
                   Administrator during the applicable Election Period. The
                   spouse's consent to the Qualified Waiver must be in writing
                   and must be witnessed by a Plan representative or notary
                   public, and such consent shall acknowledge the effect of the
                   spousal consent to the waiver. The Beneficiary, Contingent
                   Beneficiary and form of benefit so designated pursuant to the
                   consent to the Qualified Waiver by the spouse may not be
                   changed without subsequent written spousal consent, unless
                   the initial spousal consent allows for such changes without
                   additional written spousal consent.

                  (1)   Limitation on Qualified Waiver. Any Qualified Waiver or
                        revocation thereof which is made during the Election
                        Period described in the immediately preceding sentence
                        shall apply only to that portion of the Participant's
                        Account which accrued prior to his separation from
                        service.



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<PAGE>   83


                                    ARTICLE X

                                CLAIMS PROCEDURE

10.1  FILING OF CLAIM. A Participant or Beneficiary shall make a claim for Plan
      Benefits by filing a written request with the Plan Administrator upon a
      form to be furnished to him for such purpose. The Plan Administrator shall
      process claims for benefits on the basis of the records of the Plan
      Administrator and Employer. The Plan Administrator shall determine all
      questions arising in the administration, interpretation and application of
      the Plan. All such determinations shall be final, conclusive and binding,
      except to the extent that they are appealed in accordance with the claims
      procedure provided in this Article.

10.2  DENIAL OF CLAIM. If a claim is wholly or partially denied, the Plan
      Administrator shall furnish the Participant or Beneficiary with written
      notice of the denial within ninety (90) days of the date the original
      claim was filed. However, an extension of time to process a claim, up to
      an additional ninety (90) days, shall be available if special
      circumstances warrant an extension of time and the Plan Administrator so
      notifies the Participant within the (initial) 90 day period. This notice
      of denial shall provide (a) the reason for denial; (b) specific reference
      to pertinent Plan provisions on which the denial is based; (c) a
      description of any additional information needed to perfect the claim and
      an explanation of why such information is necessary; and (d) an
      explanation of the Plan's claim procedure.

10.3  REVIEW OF DENIAL. The Participant or Beneficiary shall have sixty (60)
      days from receipt of the denial notice in which to make written
      application for review by the Plan Administrator. The Participant or
      Beneficiary may request that the review be in the nature of a hearing. The
      Participant or Beneficiary shall have the right to (a) representation; (b)
      review pertinent documents; (c) submit comments in writing. In considering
      an appeal, the Plan Administrator shall review and consider any written
      comments submitted by the Participant or by the Participant's duly
      authorized representative; however, the right to appeal does not require
      the Plan Administrator to allow the Participant or the Participant's
      representative to appear in person.

10.4  DECISION UPON REVIEW. The Plan Administrator shall issue a decision on
      such review within sixty (60) days after receipt of an application for
      review as provided in Section 10.3, except that if special circumstances
      require an extension of time for processing, a decision on review will be
      rendered as soon as possible, but in no event later than one hundred and
      twenty (120) days after receipt of an application for review.




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<PAGE>   84



                                   ARTICLE XI

                             THE PLAN ADMINISTRATOR

11.1  DESIGNATION. The Board of Directors shall appoint the Committee to perform
      the duties of the Plan Administrator in connection with administration of
      this Plan and such Committee shall give instructions to the Trustee. The
      Committee shall have the authority to construe the terms of the Plan and
      any decision reached by the Committee with regard to the Plan and any
      interpretation of the Plan's terms or the Trust's terms or the terms of
      any other document relating to the Plan shall be final and conclusive. The
      number of members of the Committees shall be determined from time to time
      by such Board. No person shall be disqualified from being a member by
      reason of being a Participant.

      (a)   Any Committee member may resign from office or may be removed by the
            Board without cause. Such resignation or removal shall be
            accomplished at any time by delivery of a written notice of
            resignation to the Board or by written notice of removal to the
            Committee, to take effect on the date specified therein, which date
            shall not be less than ten (10) days after the delivery of such
            notice unless an earlier date shall be mutually agreed upon. Any
            Committee member shall cease to be a member upon his termination of
            employment.

      (b)   Upon the resignation, removal, termination of employment or death of
            a Committee member, the Committee may promptly appoint a successor
            member or, alternatively, not appoint a successor member. In the
            event of the failure of the remaining Committee members to appoint a
            successor member, the remaining Committee members shall constitute
            and have the power to act as the full Committee from the date of the
            resignation, removal, termination of employment or death. The Board
            of Directors shall have the power to add, remove or reduce the
            number of Committee members.

      (c)   The Committee shall notify the Trustee of the names of the Committee
            members together with specimen signatures, and shall promptly notify
            the Trustee of all membership changes and supply specimen signatures
            of all new members.

11.2  COMMITTEE ACTION. The Committee shall choose a chairman who shall preside
      at all meetings of the Committee and a secretary who shall keep minutes of
      the Committee's proceedings and all records pertaining to the Committee's
      administration of this Plan.

      (a)   The Committee shall act by a majority of its members at the time in
            office and such action may be taken either by a vote at a meeting or
            in writing without a meeting.

      (b)   The Committee may authorize its chairman or secretary or any one or
            more of its members to execute any document or documents or to take
            any action on behalf of




                                       78
<PAGE>   85

            the Committee, in which event the Committee shall notify the Trustee
            in writing of such action and the name or names of those so
            designated. The Trustee shall thereafter accept and rely
            conclusively upon any direction or document executed by such
            authorized member as representing action by the Committee until the
            Committee shall file with the Trustee a written revocation of such
            designation.

      (c)   The Committee shall consult with the Trustee at least annually in
            regard to the investment policy of this Plan and the methods to be
            used to carry out the Plan's objectives. The Plan's needs for short
            term liquidity needs, and long range investment policies shall be
            communicated to the Trustee by the Committee.

11.3  RIGHTS AND DUTIES. The Committee shall enforce this Plan in accordance
      with its terms and shall be charged with its general administration. The
      Committee shall have full discretionary authority to construe the terms of
      the Plan, and to make all determinations required hereunder, and any
      decision reached by the Committee with regard to the Plan shall be final
      and conclusive. The Committee shall exercise all of its discretion in a
      uniform, nondiscriminatory manner and shall have all necessary power to
      accomplish those purposes, including but not limited to the power to:

      (a)   Determine all questions concerning the eligibility of Employees to
            participate;

      (b)   Compute and certify to the Trustee the amounts of benefits payable
            to Participants and their Beneficiaries, provided, however, that the
            Committee may, in its discretion, direct the Trustee to compute the
            amount payable to Participants and Beneficiaries, in cases for which
            the amount payable is not in dispute;

      (c)   Maintain all necessary records for the administration of this Plan
            other than those maintained by the Trustee;

      (d)   Authorize all disbursements by the Trustee from the Trust;

      (e)   Establish accounting and administrative procedures to be used by the
            Committee and by the Trustee, other than the ESOP Trustee, for the
            purpose of making equitable and nondiscriminatory allocations,
            valuations and adjustments to Participants' Accounts in accordance
            with the provisions and general concept of the Plan;

      (f)   Direct the investments to be made by the Trustee in a manner
            consistent with the investments authorized by this Plan and the
            Trust, and

      (g)   Make and publish such rules for the regulation of this Plan as are
            not inconsistent with the terms hereof.

11.4  INFORMATION. To enable the Committee to perform its functions, each
      Employer shall furnish it with full and timely information on all matters
      relating to the Compensation of




                                       79
<PAGE>   86

      Employees, their continuous employment, retirements, disabilities, deaths
      or the causes for terminations of employment and such other pertinent
      facts as the Committee may require. The Committee shall advise the Trustee
      of such of the foregoing facts as may be pertinent to the Trustee's
      administration of the Trust.

11.5  COMPENSATION AND EXPENSES. The members of the Committee shall serve
      without compensation for their services with respect to the Plan. The
      expenses of the Committee may, at the discretion of the Plan Sponsor, be
      paid by the Plan Sponsor and the Plan Sponsor may furnish the Committee
      with such clerical and other assistance as is necessary in the performance
      of its duties. Expenses of the Committee or its agents reasonably incurred
      in administration of the Plan or investment of Plan assets which are not
      paid by the Plan Sponsor shall be paid from the Trust Fund. The Plan
      Administrator and/or Plan Sponsor may seek reimbursement for any expenses
      it pays or costs it incurs from the Participating Employers or from the
      Trust Fund.

11.6  CONSULTANTS, ADVISORS, MANAGERS AND SERVICE. The Committee may employ such
      consultants, advisors, investment managers and service providers described
      in Section 11.10 as it deems necessary or useful in administration of the
      Plan. Expenses incurred in employing such persons may, at the discretion
      of the Plan Sponsor, be paid by the Plan Sponsor, and such expenses
      reasonably incurred in administration of the Plan which are not paid by
      the Plan Sponsor shall be paid from the Trust Fund. The Plan Administrator
      may seek reimbursement for any expenses it pays from the Participating
      Employers or from the Trust Fund.

11.7  LIABILITY. Except as required by law, no member of the Committee shall be
      liable for the acts or omissions of any investment manager appointed to
      manage the assets of the Plan and Trust.

11.8  NOTICES AND DIRECTIONS. Actions by the Plan Sponsor shall be by its Board
      of Directors or its delegates. The Committee shall be protected in acting
      upon any such notice, certificate or other communication believed to be
      genuine and to have been signed by the proper party.

11.9  REIMBURSEMENT OF EXPENSES OF ADMINISTERING THE PLAN . As reimbursement for
      the expenses of administering the Plan, the Plan Administrator may direct
      the Trustee to reimburse the Plan Sponsor so much of the amounts
      reasonably paid or incurred during the taxable year of the Plan Sponsor as
      expenses of administering the Plan. The Trustee may also be directed by
      the Plan Administrator to pay reasonable plan administration expenses
      directly to the suppliers of the goods or services, as the case may be.

11.10 DESIGNATION OF SERVICE PROVIDERS. Notwithstanding any other provision of
      this Plan, the Committee may direct that any Record Keeping Function, as
      defined below, designated under the Plan or the Trust Agreement to be
      performed by the Committee or by the Trustee will be performed by a
      service provider designated by the Committee. Any such designation of a
      Record Keeping Function by the Committee shall relieve the Committee or
      the Trustee, as the case may be, of the duty to perform the Record Keeping
      Function so



                                       80
<PAGE>   87

      designated to be performed by such service provider. The Committee shall
      notify the Trustee in writing of any such Record Keeping Function for
      which the Trustee would otherwise have responsibility that has been
      designated to a service provider, and shall further notify the Trustee in
      writing if the Committee revokes the designation of the service provider
      and assigns such Record Keeping function to a different service provider
      or returns such Record Keeping Function to the Trustee. Notwithstanding
      the other provisions of this Section 11.10, the ESOP Trustee shall not
      perform any Record Keeping Functions.

      11.10.1 "Record Keeping Functions" shall, for purposes of this Section
               11.10, include

            (a)   The allocation of Forfeitures;

            (b)   The allocation of Employer Contributions to Accounts;

            (c)   The establishment of any Suspense Account to correct any
                  excess Annual Addition;

            (d)   The correction of prior incorrect allocations;

            (e)   The determination of the fair market value of each
                  Participant's Account, based upon the Trustee's determination
                  of the fair market value of the Trust Fund (including salary
                  deferral contributions under the Columbia Salary Deferral Plan
                  and HealthTrust Plan but not the determination of the fair
                  market value of the Trust Fund);

            (f)   The allocation of earnings and losses;

            (g)   The determination of the amount of benefits payable to
                  Participants and Beneficiaries;

            (h)   The maintenance of necessary records described in this
                  Article;

            (i)   The establishment of accounting and administrative procedures
                  described in Section 11.3(e), provided that such procedures
                  must be approved by the Committee;

            (j)   The furnishing of reports under Article XIV; and

            (k)   The verification of the correctness of amounts contributed by
                  Employers, and the notification of Employers of any
                  discrepancy between the amount contributed and the amount
                  required to be contributed as provided under Article II of the
                  Trust Agreement.

       11.10.2 Special Rules. Any information required under this Plan to be
               furnished to the Committee or to the Trustee shall, at the
               direction of the Committee, be furnished



                                       81
<PAGE>   88

               to a service provider designated under this Section. The
               provisions of this Article governing the relationship of the
               Committee to the Trustee shall be applicable to the
               relationship of the Committee to a service provider designated
               under this Section.





                                       82
<PAGE>   89


                                   ARTICLE XII

                           THE TRUST FUND AND TRUSTEE

12.1  EXISTENCE OF TRUST. The Plan Sponsor may enter into one or more Trust
      Agreements with the Trustee(s) to hold the funds necessary to provide the
      benefits set forth in this Plan. The Plan Sponsor is authorized in its
      discretion to enter into a master trust agreement.

12.2  EXCLUSIVE BENEFIT RULE. The Trust Fund(s) shall be received, held in
      trust, and disbursed by the Trustee(s) in accordance with the provisions
      of the Trust Agreement(s) and this Plan. No part of the Trust Fund(s)
      shall be used for or diverted to purposes other than for the exclusive
      purpose of providing benefits to Participants and their Beneficiaries and
      defraying reasonable expenses of administering this Plan. No person shall
      have any interest in, or right to, the Trust Fund(s) or any part thereof,
      except as specifically provided for in this Plan or the Trust Agreement(s)
      or both.

12.3  REMOVAL OF TRUSTEE. The Board of Directors may remove the Trustee (or
      Trustees) at any time upon the notice required by the terms of the Trust
      Agreement(s), and upon such removal or upon the resignation of Trustee(s),
      the Board of Directors shall appoint a successor Trustee(s).

12.4  POWERS OF TRUSTEE. The Trustee(s) shall have such powers to hold, invest,
      reinvest, or to control and disburse the funds as at that time shall be
      set forth in the Trust Agreement(s) or this Plan.

12.5  INTEGRATION OF TRUST. Any Trust Agreement(s) shall be deemed to be part of
      this Plan, and all rights of Participants or others under this Plan shall
      be subject to the provisions of the Trust Agreement(s).

12.6  COORDINATION OF TRUSTS. Notwithstanding any other provision of the Plan to
      the contrary, to the extent more than one trust exists, any direction to
      (or powers, duties, rights and responsibilities of) a trustee shall apply
      to a particular Trustee only with respect to the Plan assets under his
      management.



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<PAGE>   90




                                  ARTICLE XIII

                            AMENDMENT AND TERMINATION

13.1     RIGHT TO AMEND. The Plan Sponsor reserves the right at any time, by
         action of its Board of Directors, to modify or amend, in whole or in
         part, any or all of the provisions of the Plan, including specifically
         the right to make such amendments effective retroactively, provided
         that such amendment does not violate Code Section 411(d)(6). The same
         power to amend the Plan shall be vested in the Committee and/or the
         Chief Executive Officer (CEO) or Chief Financial Officer (CFO) of the
         Company, to the extent authorized by the Board of Directors. However,
         no amendment shall change the rights, duties, responsibilities or
         liabilities of the Trustee without its written consent. Notwithstanding
         the preceding, the Plan Sponsor shall not amend any provisions of the
         Plan dealing with the release of Financed Shares from the Loan Suspense
         Account without the express written consent of [U.S. TRUST].
         Furthermore, no amendment shall change the provisions of this Plan
         relating to any acquisition loan without the express written consent of
         [U.S. TRUST]. [SUCH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
         PROVIDED THAT THE AMENDMENT DOES NOT JEOPARDIZE THE ESOP STATUS OF THE
         PLAN.] No modification or amendment shall make it possible for Trust
         assets to be used for, or diverted to, purposes other than the purposes
         of providing benefits to Participants and their Beneficiaries and
         defraying reasonable expenses of administering this Plan. Each Employer
         may, by action of its Board of Directors, withdraw from participation
         in the Plan.

13.2  RIGHT TO TERMINATE. The Plan Sponsor may, at any time by action of its
      Board of Directors, terminate the Plan and the Trust.

13.3  VESTING UPON TERMINATION OR PARTIAL TERMINATION. If the Plan is terminated
      or partially terminated by the Plan Sponsor or contributions to the Trust
      are completely discontinued, the Accounts of affected Employees as of the
      date of termination or complete discontinuance of contributions shall be
      nonforfeitable. For purposes of the preceding sentence, in the event of
      termination of the Plan, the term "affected Employees" shall mean and
      include all Participants in the Plan. In the event that the Plan
      Administrator believes that a partial termination may occur with respect
      to a portion of the Plan, the Plan Administrator may hold amounts that
      would otherwise have been treated as Forfeitures in suspense, pending
      resolution of whether a partial termination has occurred. Such suspended
      amounts shall accrue earnings. In the event of a partial termination,
      supplemental distributions shall be made to affected Employees as
      necessary to reflect their fully vested status.

13.4  DISTRIBUTIONS UPON TERMINATION OR WITHDRAWAL. Upon termination of the
      Plan, to the extent allowable by the Code, Treasury Regulations
      promulgated thereunder, and other applicable authorities, each Participant
      shall be distributed the balance of his Account in the form of a lump sum
      payment in cash. In the event distributions described in the preceding
      sentence are not allowable upon termination of the Plan under the Code,
      Treasury Regulations promulgated thereunder, and other applicable
      authorities, the balance of each Participant's Account shall, to the
      extent allowable by the Code, Treasury Regulations promulgated thereunder,
      and other applicable authorities, be transferred to another defined
      contribution plan maintained by an Employer.




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<PAGE>   91





13.5  UNUTILIZED FORFEITURES UPON TERMINATION OR PARTIAL TERMINATION. In the
      event of termination of the Plan, any Forfeitures which have not been
      utilized to reduce Employer Contributions shall be allocated and then
      distributed to Participants who are Employees at the time of such
      termination. In the event of a partial termination of the Plan, any
      Forfeitures attributable to Employers whose Employees are the subject of
      the partial termination, which have not been utilized to reduce Employer
      Contributions shall be allocated to the Employers whose Employees are not
      the subject of the partial termination in accordance with the procedures
      of Article IV.



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<PAGE>   92


                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

14.1  PROHIBITION AGAINST DIVERSION. There shall be no diversion of any portion
      of the assets of the Trust Fund for any purpose other than the purpose of
      providing benefits to Participants and their Beneficiaries and defraying
      reasonable expenses of administering this Plan.

14.2  PRUDENT MAN RULE. For purposes of Part 4 of Title I of ERISA, the Plan
      Sponsor, the Trustee, and the Committee shall each be Fiduciaries and
      shall each discharge their respective duties hereunder with the care,
      skill, prudence, and diligence under the circumstances then prevailing
      that a prudent man acting in a like capacity and familiar with such
      matters would use in the conduct of an enterprise of a like character and
      with like aims. Without limiting the generality of the above, it is
      specifically provided that the appointment and retention of any parties
      pursuant to Article XI of the Plan are "duties" of the Plan Sponsor for
      purposes of this Section.

14.3  RESPONSIBILITIES OF PARTIES. The Plan Sponsor shall be responsible for the
      administration and management of the Plan except for those duties
      specifically allocated to the Trustee and provided that duties of the Plan
      Sponsor may be delegated to the Committee. The Trustee shall have
      exclusive responsibility for the management and control of the assets of
      the Plan. The Plan Sponsor shall be deemed the Plan Sponsor for all
      purposes of ERISA.

14.4  ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS FROM OTHER QUALIFIED
      RETIREMENT PLANS. At the Plan Administrator's discretion with respect to
      each transaction, rollovers to the Plan and direct rollovers to the Plan
      shall be permitted. Direct transfers to the Plan shall be allowed in the
      case of (i) an acquisition of an Acquired Employer or employment of an
      Acquired Group of Employees, provided that the acquisition agreement or
      other agreement allows for such direct transfers, and (ii) upon the
      termination of a defined contribution plan maintained by the Plan Sponsor
      or a Participating Employer or an Affiliated Employer. The accounts of
      former participants in a terminated plan attributable to salary deferral
      contributions made under the former plan shall be treated as if they were
      Salary Deferral Contributions made under this Plan. All amounts
      transferred shall be subject to investments direction by Participants, and
      shall not be part of the ESOP Component. The investment of accounts
      transferred to this Plan shall be invested in accordance with Section
      14.13.3 such that, for investment purposes, the direct transfer from a
      plan to this Plan shall be treated as a merger of such plan into this
      Plan.

      14.4.1 Transfer to Other Qualified Trusts, Individual Retirement Accounts,
             Individual Retirement Annuities, or Qualified Annuity Plans. Upon
             becoming entitled to receive a distribution from this Plan as
             otherwise permitted under Article IX, a Participant and any other
             individual eligible to receive an eligible rollover distribution,
             as defined in Code Section 402(c) shall be entitled to elect to
             have his entire Account, or any part thereof which equals or
             exceeds $500, to the



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<PAGE>   93

            extent that it is vested and would qualify as an eligible rollover
            distribution under Code Section 402(c) to be transferred within a
            reasonable period of time after the Plan Administrator's receipt of
            the individual's written election of transfer and certification of
            qualified status of the transferee, to an individual retirement
            account described in Code Section 408(a), an individual retirement
            annuity described in Code Section 408(b), a trust of a qualified
            plan described in Code Section 401(a) which is a defined
            contribution plan which accepts eligible rollover distributions, or
            a qualified annuity plan described in Code Section 403(a). However,
            if the total amount reasonably expected to be distributed to the
            individual during the Plan Year is less than $200, then such amount
            may, at the Plan Administrator's discretion, be paid to the
            individual in the form of a lump-sum distribution in cash.
            Notwithstanding the foregoing, if the individual eligible to receive
            an eligible rollover distribution is the Participant's surviving
            spouse, then such distributable amount may only be transferred to an
            individual retirement account or to an individual retirement
            annuity. The Account of the individual requesting a transfer will be
            valued in accordance with the provisions of Article IX. For purposes
            of this subsection, notwithstanding the foregoing references to Code
            Section 402(c), an "eligible rollover distribution" is defined as
            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).
            Individuals eligible to elect a transfer of Plan Benefits pursuant
            to this subsection shall include an employee, former employee, 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. Notwithstanding the preceding provisions
            of this subsection, elective deferral contributions (and earnings
            thereon) made in connection with a hardship distribution shall not
            be eligible for rollover.

14.5  MERGER OR CONSOLIDATION OF EMPLOYER. If the Plan Sponsor is merged or
      consolidated with another organization, or another organization acquires
      all or substantially all of the Plan Sponsor's assets, such organization
      may become the Plan Sponsor hereunder by action of its Board of Directors
      and by action of the Board of Directors of the prior Plan Sponsor, if
      still existent. Such change in Employers shall not be deemed termination
      of the Plan by either the predecessor or successor Employer.

14.6  NONALIENATION OR ASSIGNMENT. None of the benefits under the Plan are
      subject to the claims of creditors of Participants or their Beneficiaries.
      No benefits under the Plan will be




                                       87

<PAGE>   94

      subject to attachment, garnishment, or any other legal process whatsoever.
      Neither a Participant nor his Beneficiaries may assign, sell, borrow on,
      or otherwise encumber any of his beneficial interest in the Plan and Trust
      Fund, nor shall any such benefits be in any manner liable for or subject
      to the deeds, contracts, liabilities, engagements, or torts of any
      Participant or Beneficiary. If any Participant or Beneficiary shall become
      bankrupt or attempt to anticipate, sell, alienate, transfer, pledge,
      assign, encumber or change any benefit specifically provided for herein,
      or if a court of competent jurisdiction enters an order purporting to
      subject such interest to the claim of any creditor (other than with
      respect to a family support obligation in circumstances in which payment
      of such support obligation would be permitted under the Code), then such
      benefit shall be terminated and the Trustee shall hold or apply such
      benefit to or for the benefit of such Participant or Beneficiary in such
      manner as the Plan Administrator, in its sole discretion, may deem proper
      under the circumstances.

      14.6.1 Qualified Domestic Relations Orders. Notwithstanding anything
             contained herein to the contrary, a Qualified Domestic Relations
             ("QDRO") as defined in Code Section 414(p) is a permissible
             assignment or alienation of a Participant's Account, and the Plan
             Administrator shall maintain and establish uniform and
             nondiscriminatory procedures by which to determine whether a
             Domestic Relations Order is a Qualified Domestic Relations Order
             and to make payments pursuant to such an Order if it is a Qualified
             Domestic Relations Order.

      14.6.2 Definitional Requirements for a QDRO. A "QDRO" is any judgment,
             decree, order, or court-approved property settlement made pursuant
             to a State's domestic relations law which assigns all or any
             portion of a Participant's Plan Benefit to an Alternate Payee and
             which meets the following conditions:

            (a)   It must relate to the provision of child support, alimony, or
                  marital property rights to a spouse, former spouse, child, or
                  other dependent of the Participant.

            (b)   It must specify (1) the names and last known mailing addresses
                  (if any) of the Participant and the Alternate Payee; (2) the
                  amount of the Participant's benefit to be paid to the
                  Alternate Payee; (3) the number of payments and the period
                  over which the payments will be made to the Alternate Payee;
                  and (4) the plan or plans to which it applies.

            (c)   It must not require the Plan to provide any benefit or option
                  not otherwise contained in the Plan, nor can it require the
                  Plan to provide increased benefits.

            (d)   It cannot require the payment of benefits which are required
                  to be paid to another Alternate Payee.



                                       88
<PAGE>   95

            (e)   It may require the payment of permissible benefits to an
                  Alternate Payee as soon as is reasonably possible after entry
                  of the judgment, decree, order or property settlement.

            (f)   If the Qualified Domestic Relations Order so provides, the
                  former spouse may be treated as the Participant's surviving
                  spouse under Article IX of the Plan, and no other spouse,
                  former spouse, or surviving spouse of the Participant shall
                  have any right or claim whatsoever to any benefit provided
                  under Article IX of the Plan to the extent it is otherwise
                  assigned to a former spouse of the Participant specified as
                  the Alternate Payee in a Qualified Domestic Relations Order.

            (g)   Notwithstanding any other provision of this Section, a
                  Domestic Relations Order will not be a Qualified Domestic
                  Relations Order if it requires that benefits are payable in
                  the form of a joint and survivor annuity with respect to the
                  Alternate Payee and his spouse.

      14.6.3 Alternate Payee means any spouse, former spouse, child, or other
             dependent of the Participant to whom all or any portion of the
             Participant's Plan Benefit is assigned.

      14.6.4 QDRO Procedures. The following procedures shall be observed by the
             Plan Administrator upon his receipt of a Domestic Relations Order:

             (a)   Upon his receipt of a Domestic Relations Order or a court
                   order or decree in the nature of a Domestic Relations Order,
                   the Plan Administrator shall promptly notify the Participant
                   and the Alternate Payee that he has received an Order and he
                   shall notify the same of the Plan's procedures for
                   determining whether the Order is a QDRO. Within a reasonable
                   time after the receipt of an Order, the Plan Administrator
                   shall determine whether it is a QDRO. In making this
                   determination, the Plan Administrator may consult with the
                   attorney regularly utilized by the Plan or with any other
                   duly authorized person or Committee to determine whether the
                   Order is a QDRO under the terms of this Section and Section
                   414(p) of the Code. Once this determination is made, the Plan
                   Administrator shall promptly notify the Participant and the
                   Alternate Payee of his conclusion with a brief explanation.

             (b)   While the determination of the status of the Order is being
                   considered, the following procedures apply:

                   (1)   Any funds which would be currently payable to the
                         Alternate Payee if the Order is ultimately found to be
                         a QDRO shall be segregated or, if determined to be
                         necessary by the Plan Administrator, the Participant's
                         Account shall be partially or fully frozen;



                                       89
<PAGE>   96

                  (2)   If the Order (or any modification thereof) is found to
                        be a QDRO within eighteen (18) months of the segregation
                        of any funds under (1) above, then the Plan
                        Administrator shall pay the segregated funds, plus
                        interest earned thereon, to the person entitled to those
                        funds;

                  (3)   If the Order is found not to be a QDRO or if there is no
                        resolution as to its status within the time period
                        described in (2) above, then the segregated funds, plus
                        any interest earned thereon, shall be paid to the person
                        who would have been entitled to those funds if no Order
                        had been issued; and

                  (4)   If after the application of (3) above the Order is
                        ultimately determined to be a QDRO, such determination
                        shall be only applied prospectively and the Plan, Plan
                        Administrator, Trust, Trustee, Plan Sponsor, and
                        Employer shall not be liable for any payment of funds to
                        any person prior to the determination described in this
                        Subparagraph.

            (c)   The Plan Administrator shall have the discretion to modify or
                  make additions to the foregoing procedures in a manner
                  consistent with regulations published by the Secretary of
                  Labor, if any.

            (d)   If the Plan Administrator is paying benefits pursuant to an
                  Order on January 1, 1985, then that Order shall be considered
                  to be a Qualified Domestic Relations Order.

      14.6.5 Certain Judgments and Settlements. Notwithstanding anything
             contained herein to the contrary, a Participant's benefits may be
             offset (i.e. reduced) pursuant to a judgment, order, decree issued,
             or settlement agreement if and to the extent that such offset is
             permissible or required under ERISA Section 206(a) and Code Section
             401(a)(13).

14.7  PLAN CONTINUANCE VOLUNTARY. Although it is the intention of the Employers
      that this Plan shall be continued and its contributions made regularly,
      this Plan is entirely voluntary on the part of the Employers, and the
      continuance of the Plan and the payments thereunder are not assumed as a
      contractual obligation of the Employers.

14.8  PLAN NOT AN EMPLOYMENT CONTRACT. This Plan shall not be deemed to
      constitute a contract between any Employer and any Participant or to be a
      consideration or an inducement for the employment of any Participant or
      Employee. Nothing contained in this Plan shall be deemed to give any
      Participant or Employee the right to be retained in the service of any
      Employer or to interfere with the right of any Employer to discharge any
      Participant or Employee at any time regardless of the effect which such
      discharge shall have upon such individual as a Participant in the Plan.




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<PAGE>   97


14.9  PAYMENTS TO MINORS AND OTHERS. In making any distribution to or for the
      benefit of any minor or incompetent Participant or Beneficiary, or any
      other Participant or Beneficiary who, in the opinion of the Plan
      Administrator, is incapable of properly using, expending, investing, or
      otherwise disposing of such distribution, the Plan Administrator, in his
      sole, absolute, and uncontrolled discretion may, but need not, order the
      Trustee to make such distribution to a legal or natural guardian or other
      relative of such minor or court-appointed committee of any incompetent, or
      to any adult with whom such person temporarily or permanently resides; or
      any such guardian, committee, relative, or other person shall have full
      authority and discretion to expend such distribution for the use of
      benefit of such person; and the receipt of such guardian, committee,
      relative, or other person shall be a complete discharge to the Trustee,
      without any responsibility on its part or on the part of the Plan
      Administrator to see to the application thereof.

14.10 UNCLAIMED BENEFIT AND MISSING PARTICIPANT OR BENEFICIARY. If the
      Participant, Beneficiary or Contingent Beneficiary to whom benefits are to
      be distributed cannot be located, and reasonable efforts have been made to
      find him, including the sending of notification by certified or registered
      mail to his last known address, the Plan Administrator may direct the
      Trustee to take any of the following actions:

(a)   The Participant's Account may be distributed to an interest bearing
      savings account established in the name of the Participant, Beneficiary or
      Contingent Beneficiary; or, if the Account is payable to the Participant,
      purchase U.S. Savings Bonds in the Participant's name and holding them for
      the Participant.

(b)   The Plan Administrator may allocate the Participant's Account to a
      segregated account for distribution to the Participant when located,
      provided that if the Participant or his Beneficiary or Contingent
      Beneficiary does not file a claim for benefits prior to of the Plan Year
      during which such Participant would have attained age 70 1/2, such
      Participant shall be presumed dead, and the post-death benefits, if any,
      under this Plan shall be paid to his Beneficiary if he is then living and
      can be located, or to the Contingent Beneficiary if the Beneficiary is not
      then living or cannot be located, further provided that if none of the
      foregoing persons can be located, such Participant's Account shall become
      a Forfeiture subject to the restoration provisions of Subsection (c) of
      this Section 14.10.

(c)   The Participant's Account may be treated as a Forfeiture, provided that if
      the Participant subsequently returns, his Account shall be restored, such
      restoration shall be made first out of Forfeitures, if any, and then by
      additional Employer Contributions.

14.11 GOVERNING LAW. This Plan shall be administered in the United States of
      America, and its validity, construction, and all rights hereunder shall be
      governed by the laws of the United States under ERISA. To the extent that
      ERISA shall not be held to have preempted local law, the Plan shall be
      administered under the laws of the State of Tennessee. If any provision of
      the Plan shall be held invalid or unenforceable, the remaining provisions
      hereof shall continue to be fully effective.




                                       91
<PAGE>   98

14.12 HEADINGS NOT PART OF AGREEMENT. Headings of sections and subsections of
      the Plan are inserted for convenience of reference. They constitute no
      part of the Plan and are not to be considered in the construction thereof.

14.13 MERGER OR CONSOLIDATION OF PLAN. This Plan and Trust shall not be merged
      or consolidated with, nor shall any assets or liabilities be transferred
      to, any other plan, unless the benefits payable to each Participant if the
      Plan was terminated immediately after such action would be equal to or
      greater than the benefits to which such Participant would have been
      entitled if this Plan had been terminated immediately before such action.
      In the event that another plan is merged into or consolidated with this
      Plan, all benefits accrued by participants in such merged plan who become
      Participants in this Plan shall not be reduced or eliminated under this
      Plan to the extent that such benefits are protected under Code Section
      411(d)(6) and the regulations thereunder.

      14.13.1 Optional Forms of Benefit. Optional benefit forms available under
              any plan merged into this Plan shall be available under this Plan
              with respect to the vested account balance transferred to this
              Plan pursuant to the merger. The preceding sentence shall
              apply only for a Participant who participated in such merged plan
              and only to those benefits attributable to such Participant's
              participation in the merged plan. The Plan Sponsor may, however,
              permit all Participants who participated in such merged plan to
              elect to receive their entire Plan Benefit in a form of benefit
              provided for under the merged plan, or permit all Participants in
              this Plan to elect to receive their Plan Benefit in a form of
              benefit provided for under the merged plan. Notwithstanding any
              provision of this Plan to the contrary, to the extent that any
              optional form or benefit under this Plan permits a distribution
              prior to the Employee's retirement, death, disability, or
              severance, the optional form of benefit is not available with
              respect to benefits attributable to assets (including the
              post-transfer earnings thereon) and liabilities, that are
              transferred, within the meaning of Code Section 414(1), to this
              Plan from a money purchase pension plan qualified under Code
              Section 401(a) (other than any portion of those assets and
              liabilities attributable to voluntary employee contributions).

      14.13.2 Vesting. Any Matching Employer Contribution Allocations made on
              behalf of such Participant under this Plan shall be subject to the
              vesting provisions set forth in Article VIII. All years of service
              under the merged plan for vesting purposes shall be considered
              Years of Service under this Plan for vesting purposes, but in no
              event shall any year of service be counted twice.

      14.13.3 Investment upon Merger. In the event that another plan is merged
              into or consolidated with this Plan, the Plan Administrator shall,
              within a reasonable period of time prior to said merger, furnish
              each Participant who participated in such merged plan with an
              opportunity (via forms, through the Voice Response System or
              otherwise) to direct the investment of the assets



                                       92
<PAGE>   99


            of his account in the merged plan which are being transferred to
            this Plan. Such investment direction shall also apply to the portion
            of his Account attributable to his participation in this Plan. If a
            Participant who participated in a merged plan fails to direct
            investment of his Account prior to such merger (in accordance with
            the preceding sentences) but such Participant had directed
            investment of his Account under this Plan, then any amounts
            transferred to this Plan on behalf of such Participant shall be
            invested in the same proportion as such Participant's existing
            investment direction in this Plan. If a Participant who participated
            in a merged plan fails to direct the investment of his Account prior
            to such merger and such Participant does not have an Account
            attributable to participation in this Plan, then any Directed
            Investment Accounts maintained on behalf or such Participant shall
            be invested in the fund or funds chosen by the Plan Administrator.

14.14 INDEMNIFICATION. The Plan Sponsor hereby agrees to indemnify any current
      or former Employee or member of the Board of Directors or the Committee to
      the full extent of any expenses, penalties, damages, or other pecuniary
      loss which such current or former Employee or member of the Board of
      Directors or the Committee may suffer as a result of its responsibilities,
      obligations, or duties in connection with the Plan or fiduciary activities
      actually performed in connection with the Plan, except to the extent
      arising out of the gross negligence or willful misconduct of such Employee
      or member of the Board or the Committee. Such indemnification shall be
      paid by the Plan Sponsor to the current or former Employee or member of
      the Board of Directors or the Committee to the extent that fiduciary
      liability insurance is not available to cover the payment of such items,
      but in no event shall items be paid out of the Plan assets.

      14.14.1 Exception. Notwithstanding the foregoing, this indemnification
              agreement shall not relieve any current or former Employee or
              member of the Board of Directors or the Committees serving in
              fiduciary capacity of his fiduciary responsibilities and
              liabilities to the Plan for breaches of fiduciary obligations, nor
              shall this agreement violate any provision of Part 4 of Title I of
              ERISA as it may be interpreted from time to time by the United
              States Department of Labor and any courts of competent
              jurisdiction.

14.15 NO DIVESTMENT FOR CAUSE. No divestment of any Participant's Plan Benefits
      shall be made to punish conduct of any Employee or former Employee.

14.16 AMENDMENTS AFFECTING THE ACCRUED BENEFIT. No amendment to the Plan shall
      decrease a Participant's Account balance, except as may be otherwise
      permitted under Code Section 412(c)(8). An amendment to the Plan which has
      the effect of:

      (a)   Eliminating or reducing an early retirement benefit or a
            retirement-type subsidy (as defined in Treasury Regulations, if
            any); or




                                       93
<PAGE>   100

      (b)   Eliminating an optional form of benefit with respect to benefits
            attributable to service before the amendment,

      shall be treated as a Plan amendment which decreases a Participant's
      Account balance. This Section 14.16 shall be administered in accordance
      with regulations published by the Secretary of the Treasury, if any.

14.17 NET UNREALIZED APPRECIATION IN SHARES OF COMPANY STOCK DISTRIBUTED. In the
      event the Participant elects to receive a distribution of his Plan Benefit
      in the form of a lump sum distribution of Company Stock, the Plan
      Administrator shall calculate the net unrealized appreciation and the tax
      adjusted basis of the shares distributed. The net unrealized appreciation,
      as defined in Treas. Reg. ss. 1.402(a)-1(b)(2), is equal to the excess of
      the fair market value of the Company Stock distributed over the adjusted
      tax basis of such Company Stock to the Trust. The Plan Administrator may
      use whichever of the methods of calculation appropriate under the Treasury
      Regulations to calculate such net unrealized appreciation. This Section
      shall also apply to distributions of Columbia Stock and Triad common stock
      if and to the extent such stock is considered "securities of the employer
      corporation" under Treas. Reg. ss. 1.402(a)-1(b).

14.18 MILITARY LEAVE. 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 Code.



                                       94

<PAGE>   101



                        ARTICLE XV TOP-HEAVY PROVISIONS

                              TOP-HEAVY PROVISIONS

15.1  PURPOSE. Notwithstanding anything contained herein to the contrary, in
      order to insure the tax-exempt status of this Plan and the related Trust
      Agreement, the Plan and related Trust Agreement shall be administered when
      necessary according to Code Section 416. Furthermore, any final
      regulations promulgated by the Secretary of the Treasury in connection
      with Code Section 416 are hereby incorporated by reference, except as to
      any optional provision contained therein which conflict with any specific
      provisions of this Plan, and all provisions of this Article shall be
      administered in accordance with the regulations, if any.

15.2  DEFINED BENEFIT PLAN AND DEFINED CONTRIBUTION PLAN FRACTIONS. If for any
      Plan Year the Plan becomes Super Top-Heavy or Top-Heavy, the Defined
      Benefit Plan Fraction and the Defined Contribution Plan Fraction,
      respectively, shall be computed using the one hundred percent (100%)
      figure in computing the denominator. For purposes of all defined benefit
      plan calculations (if any) to be applied in determining whether the Plan
      is Top-Heavy Plan, the accrued benefit of any Employee (other than a Key
      Employee) shall be determined under the method used for accrual purposes
      for all plans of the Employer, or, if there is no such method, under the
      slowest accrual rate permitted under Code Section 411(b)(1)(C).

15.3  MINIMUM BENEFIT REQUIREMENT. Notwithstanding any other provision of this
      Plan, no duplication of minimum benefits shall be required if Non-Key
      Employees participate in both a Defined Contribution Plan and Defined
      Benefit Plan maintained by the Employer; however, the required benefit
      provided by the Employer cannot be reduced or eliminated on account of
      benefits attributable to taxes paid by the Employer under the Social
      Security Act.

15.4  COMPENSATION. For purposes of this Article and for purposes of determining
      who is a Key Employee, the term Compensation shall have the same meaning
      as assigned to it in Section 3.12.3. In no event shall compensation in
      excess of $150,000, as indexed for inflation pursuant to Code Section
      401(a)(17)(B), be taken into account in determining who is a Key Employee.

15.5  CONTRIBUTIONS. For each Plan Year in which the Plan is Top-Heavy, the
      total of all Employer Contributions other than Salary Deferral
      Contributions provided for in this Plan for each Participant who is
      Non-Key Employee whether or not the Participant has completed one thousand
      (1,000) Hours of Service during the Top-Heavy Plan Year, shall be at least
      equal to the lesser of:

      (a)   Three percent (3%) of such a Participant's Compensation (within the
            meaning of Code Section 415); or




                                       95
<PAGE>   102


      (b)   The percentage at which contributions (including without limitation
            contributions made pursuant to a salary reduction agreement) are
            made or required to be made for the Key Employee for whom such
            percentage is highest for such Plan Year.

      For purposes of determining the minimum contribution to be made to Non-Key
      Employees, Matching Employer Contribution Allocations made to Accounts of
      Key Employees shall be treated as Employer Contributions made on behalf of
      such Key Employees. Neither Salary Deferral Contributions nor Matching
      Employer Contribution Allocations made by or with respect to Non-Key
      Employees shall be taken into account in determining whether such Non-Key
      Employees have received the required amount of contributions as specified
      in this Section.

15.6  VESTING SCHEDULE. For any Plan Year to which the provisions of this
      Article apply, the following schedule shall be used to determine the
      vested, nonforfeitable percentage of a Participant's Account attributable
      to Forfeitable Contributions:


<TABLE>
<CAPTION>

               Years of Service                          Vested Percentage
               ----------------                          -----------------
               <S>                                       <C>
                   2                                            20%
                   3                                            40%
                   4                                            60%
                   5                                            80%
                   6 or more                                   100%

</TABLE>


                                       96


<PAGE>   103


         IN WITNESS WHEREOF, the Employer has caused this Lifepoint Hospitals,
Inc. Retirement Plan to be executed on this 19th day of May, 1999.





                    PLAN SPONSOR:           LIFEPOINT HOSPITALS, INC.
                                            a Delaware corporation




                                            By: /s/ Neil Hemphill
                                               -------------------------------
                                               Authorized Officer