COLLABORATIVE CLINICAL RESEARCH INC
S-8, 1997-04-30
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
Previous: HEALTH FITNESS PHYSICAL THERAPY INC, 10KSB/A, 1997-04-30
Next: OPPENHEIMER STRATEGIC INCOME & GROWTH FUND, 497, 1997-04-30



<PAGE>   1
     As filed with the Securities and Exchange Commission on April 30, 1997
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           --------------------------

                      COLLABORATIVE CLINICAL RESEARCH, INC.
             (Exact name of registrant as specified in its charter)
                                   ----------
          Ohio                                        34-1685364
(State or other Jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                       20600 Chagrin Boulevard, Suite 1050
                              Cleveland, Ohio 44122
                                 (216) 491-9930
          (Address of principal executive offices, including zip code)
                             ----------------------

          COLLABORATIVE CLINICAL RESEARCH, INC. RETIREMENT SAVINGS PLAN
                            (Full title of the plans)

  Jeffrey A. Green, Pharm. D., FCP                      Copy to:
Chief Executive Officer and President            Thomas F. McKee, Esq.
Collaborative Clinical Research, Inc.        Calfee, Halter & Griswold LLP
       20600 Chagrin Boulevard              1400 McDonald Investment Center
        Cleveland, Ohio 44122                     800 Superior Avenue
           (216) 491-9930                        Cleveland, Ohio 44114
                                                     (216) 622-8200

 (Name, address and telephone number, including area code, of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed             Proposed
                                                                   Maximum             Maximum
               Title of                                           Offering            Aggregate           Amount of
           Securities to be                Amount to be           Price per            Offering         Registration
            Registered (1)                  Registered            Share (2)           Price (2)              Fee
- ------------------------------------------------------------------------------------------------------------------------

<S>                                            <C>                 <C>             <C>                   <C>    
   Common Shares, without par value            300,000 (3)         $ 6.56           $1,968,000             $ 596.36
- ------------------------------------------------------------------------------------------------------------------------

<FN>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement also covers an
     indeterminate amount of interest to be offered or sold pursuant to
     the employee benefit plan described herein.
(2)  Estimated in accordance with Rule 457(c) solely for the purpose of
     calculating the registration fee and based upon the average of the high and
     low prices as quoted on the NASDAQ National Market System for April 29,
     1997.
(3)  To be issued in connection with the Collaborative Clinical Research, Inc.
     Retirement Savings Plan.

</TABLE>


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference
         ------------------------------------------------

         The following documents of Collaborative Clinical Research, Inc. (the
"Company") previously filed with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:

         1.   The Company's latest prospectus filed pursuant to Rule 424(b)
              under the Securities Act of 1933, as amended, dated as of June 11,
              1996;

         2.   The Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1996; and

         3.   The Company's Form 8-A dated May 10, 1996 (Reg. No. 0-20699)

other than the portions of such documents, which by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part hereof from the date of
filing of such documents other than the portions of such documents, which by
statute, by designation in such document or otherwise, are not deemed to be
filed with the Commission or are not required to be incorporated herein by
reference.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is, or is deemed to be, incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Section 1701.13 of the Ohio Revised Code sets forth the conditions and
limitations governing the indemnification of officers, directors and other
persons. Section 1701.13 provides that a corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation in a similar capacity with another corporation or
other entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection therewith if he or she acted
in good faith and in a manner which he or she reasonably 

                                      II-I
<PAGE>   3

believed to be in the best interests of the corporation and, with respect to a
criminal proceeding, had no reasonable cause to believe that his or her
conduct was unlawful. With respect to a suit by or in the right of the
corporation, indemnity may be provided to the foregoing persons under Section
1701.13 on a basis similar to that set forth above, except that no indemnity
may be provided in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless and to the
extent that the Court of Common Pleas or the court in which such action, suit
or proceeding was brought determines that despite the adjudication of liability
but in view of all the circumstances of the case such person is entitled to
indemnity for such expenses as the court deems proper. Moreover, Section
1701.13 provides for mandatory indemnification of a director, officer, employee
or agent of the corporation to the extent that such person has been successful
in defense of any such action, suit or proceeding and provides that a
corporation shall pay the expenses of an officer or director in defending an
action, suit or proceeding upon receipt of an undertaking to repay such amounts
if it is ultimately determined that such person is not entitled to be
indemnified. Section 1701.13 establishes provisions for determining whether a
given person is entitled to indemnification, and also provides that the
indemnification provided by or granted under Section 1701.13 is not exclusive
of any rights to indemnity or advancement of expenses to which such person may
be entitled under any by-law, agreement, vote of shareholders or
disinterested directors or otherwise.

         Under certain circumstances provided in Article V of the Registrant's
Code of Regulations, as amended, and subject to Section 1701.13 of the Ohio
Revised Code (which sets forth the conditions and limitations governing the
indemnification of officers, directors and other persons), the Registrant will
indemnify any Director or officer or any former director or officer of the
Registrant against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him or her 
by reason of the fact that he or she is or was such director or officer in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.

         The Registrant has entered into indemnity agreements (the "Indemnity
Agreements") with its Directors and executive officers. Pursuant to the
Indemnity Agreements, the Registrant will indemnify a Director or executive
officer of the Registrant (the "Indemnitee") if the Indemnitee is a party to or
otherwise involved in any legal proceeding by reason of the fact that the
Indemnitee is or was a Director or executive officer of the Registrant, or is or
was serving at the request of the Registrant in certain capacities with another
entity, against all expenses, judgments, settlements, fines and penalties,
actually and reasonably incurred by the Indemnitee in connection with the
defense or settlement of such proceeding. Indemnity is only available if the
Indemnitee acted in good faith and in a manner which he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant. The
same coverage is provided whether or not the suit or proceeding is a derivative
action. Derivative actions may be defined as actions brought by one or more
shareholders of the corporation to enforce a corporate right or to prevent or
remedy a wrong to the corporation in cases where the corporation, because it is
controlled by the wrongdoers or for other reasons, fails or refuses to take
appropriate action for its own protection. The Indemnity Agreements mandate
advancement of expenses to the Indemnitee if the Indemnitee provides the
Registrant with a written promise to repay the advanced amounts in the event
that it is determined that the conduct of the Indemnitee has not met the
applicable standard of conduct. In addition, the Indemnity Agreements provide
various procedures and presumptions in favor of the Indemnitee's right to
receive indemnification under the Indemnity Agreement.

         Under the Registrant's Director and Officer Liability Insurance Policy,
each Director and certain officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act.

         The Company's Retirement Savings Plan (the "Plan") provides that
neither the Company, the Plan's administrator, a Plan committee, the Company's
Board of Directors, or any of the Company's officers or employees may be held
personally liable for any act done or omitted in the administration of the Plan,
except as otherwise provided by the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The Plan also requires that the Company and its
affiliates taking part in the Plan shall indemnify any officer, employee,
Director or former officer, employee or Director for all acts done or omitted in
carrying out the responsibilities of the Company, its affiliates taking part in
the Plan, the Plan administrator, a Plan committee or trustee under the terms of
the Plan or other responsibilities imposed upon such individuals by ERISA. Such
indemnification does not cover acts of embezzlement or diversion of funds for
the benefit of such individuals, indemnification for taxes under the Internal
Revenue Code or civil penalties under ERISA. Indemnitees are indemnified for the
costs of defending an 

                                      II-2

<PAGE>   4

action by a Plan participant, beneficiary, government entity or other person,
including all legal fees and other costs of such defense. Indemnitee shall also
be reimbursed for any monetary recovery obtained in a successful action in
federal or state court or arbitration or, if the claim is settled out of court
with the concurrence of the Company, the costs of such liability under the
settlement agreement.

Item 7.  Exemption from Registration Claimed
         -----------------------------------

         Not applicable.

Item 8.  Exhibits
         --------

         See the Exhibit Index at Page E-1 of this Registration Statement.

Item 9.  Undertakings
         ------------

         A.       The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           Registration Statement:

                            (i)     to include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     to reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than a 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    Registration Statement;

                          (iii)     to include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

                  (2)      That, for the purpose of determining any liability
                           under the Securities Act of 1933, each such
                           post-effective amendment shall be deemed to be a new
                           registration statement relating to the securities
                           offered therein, and the offering of such securities
                           at that time shall be deemed to be the initial bona
                           fide offering thereof.

                  (3)      To remove from registration by means of a
                           post-effective amendment any of the securities being
                           registered which remain unsold at the termination of
                           the offering (and, 

                                      II-3
<PAGE>   5


                           where applicable, each filing of an employee benefit
                           plan's annual report pursuant to Section 15(d) of the
                           Securities Exchange Act of 1934).

         B.       The undersigned Registrant undertakes that, for purposes of
                  determining any liability under the Securities Act of 1933,
                  each filing of the Registrant's annual report pursuant to
                  Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
                  that is incorporated by reference in this Registration
                  Statement shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial BONA FIDE offering thereof.

         C.       Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions described under Item 6 above, or
                  otherwise, the Registrant has been advised that in the opinion
                  of the Securities and Exchange Commission such indemnification
                  is against public policy as expressed in the Securities Act of
                  1933 and is, therefore, unenforceable. In the event that a
                  claim for indemnification against such liabilities (other than
                  the payment by the Registrant of expenses incurred or paid by
                  a director, officer or controlling person of the Registrant in
                  the successful defense of any action, suit or proceeding) is
                  asserted by such director, officer or controlling person in
                  connection with the securities being registered, the
                  registrant will, unless in the opinion of its counsel the
                  matter has been settled by controlling precedent, submit to a
                  court of appropriate jurisdiction the question whether such
                  indemnification by it is against public policy as expressed in
                  the Securities Act of 1933 and will be governed by the final
                  adjudication of such issue.


<PAGE>   6



                                   SIGNATURES


                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, this 30th day of
April, 1997.

                         COLLABORATIVE CLINICAL RESEARCH, INC.

                         By: /s/ Jeffrey A. Green  
                             ----------------------------------------
                             Jeffrey A. Green, President and Chief Executive
                             Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on April 30, 1997.


         Signature                        Title
         ---------                        -----



/s/ Jeffrey A. Green       President and Chief Executive Officer and a Director
- ---------------------      (Principal Executive Officer)
Jeffrey A. Green     

/s/ Terry C. Black         Vice President of Finance, Chief Financial Officer,
- ---------------------      Treasurer and Assistant Secretary
Terry C. Black             (Principal Financial and Accounting Officer)

/s/ Timothy G. Biro        Director
- --------------------- 
Timothy G. Biro      
                     
                           Director
- --------------------- 
Seth B. Harris       
                     
/s/ Alan M. Mendelson      Director
- --------------------- 
Alan M. Mendelson    
                     
/s/ Robert M. Stote        Director
- --------------------- 
Robert M. Stote      
                     
/s/ James A. Terwoord      Director
- --------------------- 
James A. Terwoord    
                     
/s/ Alan G. Walton         Director
- --------------------- 
Alan G. Walton       


<PAGE>   7


                                                                     EXHIBIT 5.1


                   [CALFEE, HALTER & GRISWOLD LLP LETTERHEAD]

                                 April 30, 1997




Collaborative Clinical Research, Inc.
20600 Chagrin Boulevard, Suite 1050
Cleveland, Ohio 44122


                  We are familiar with the proceedings taken by Collaborative
Clinical Research, Inc., an Ohio corporation (the "Company"), with respect to
the 300,000 Common Shares, without par value, of the Company to be offered and
sold from time to time pursuant to the Company's Retirement Savings Plan (the
"Plan Shares"). As counsel for the Company, we have assisted in the preparation
of a Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission to effect the
registration of the Plan Shares under the Securities Act of 1933, as amended.

                  In this connection, we have examined the Fifth Amended and
Restated Articles of Incorporation of the Company, the Third Amended and
Restated Code of Regulations, records of proceedings of the Board of Directors
and shareholders of the Company, and such other records and documents as we have
deemed necessary or advisable to render the opinion contained herein. Based upon
our examination and inquiries, we are of the opinion that the Plan Shares, when
issued pursuant to the terms and conditions of the Company's Retirement Savings
Plan, will be duly authorized, legally issued, fully paid and nonassessable.

                  This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly or relied
upon by any other person for any purpose without the express written consent of
the undersigned.

                  This opinion is limited to the General Corporation Laws of the
State of Ohio, and we express no view as to the effect of any other law on the
opinion set forth herein.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.

                                         Respectfully submitted,



                                         CALFEE, HALTER & GRISWOLD LLP

                                      II-6
<PAGE>   8



                                                                    EXHIBIT 23.1



                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to the Company's Retirement Savings Plan for the 
registration of 300,000 of its Common Shares, of our report dated February 13, 
1997, with respect to the consolidated financial statements of Collaborative 
Clinical Research, Inc. and subsidiaries incorporated by reference in its 
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the 
Securities and Exchange Commission.



                                                      /s/ ERNST & YOUNG LLP


Cleveland, Ohio
April 30, 1997

                                      II-7
<PAGE>   9


                                                                    EXHIBIT 23.2







                               CONSENT OF COUNSEL

                  The consent of Calfee, Halter & Griswold LLP is contained in
their opinion filed as Exhibit 5.1 to this Registration Statement.

                                      II-8
<PAGE>   10


                                                                    EXHIBIT 24.1







                      COLLABORATIVE CLINICAL RESEARCH, INC.

                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that Collaborative Clinical
Research, Inc. hereby constitutes and appoints Jeffrey A. Green, Terry C. Black,
Thomas F. McKee and John J. Jenkins, or any one or more of them, its
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for it in any and all capacities, to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each of such
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that each of such attorneys-in-fact and
agents or his substitute or substitutes may do or cause to be done by virtue
hereof.

                  IN WITNESS WHEREOF, this Power of Attorney has been signed at
Cleveland, Ohio on April 30, 1997.



                         COLLABORATIVE CLINICAL RESEARCH, INC.


                         By: /s/ Jeffey A. Green
                             -------------------------------------------
                               Jeffrey A. Green, President and Chief Executive
                               Officer

                                      II-9

<PAGE>   11


                                                                    EXHIBIT 24.1
                                                                     (Continued)





                      COLLABORATIVE CLINICAL RESEARCH, INC.

                              Certified Resolution


                  I, JEFFREY A. GREEN, President and Chief Executive Officer of
Collaborative Clinical Research, Inc., an Ohio corporation (the "Company"), do
hereby certify that the following is a true copy of a resolution adopted by the
Board of Directors on April 10, 1997, and that the same has not been changed and
remains in full force and effect:

                  RESOLVED FURTHER, that Jeffrey A. Green, Terry C. Black,
                  Thomas F. McKee and John J. Jenkins, be, and each of them
                  hereby is, appointed as the attorney of Collaborative Clinical
                  Research, Inc., with full power of substitution and
                  resubstitution for and in the name, place and stead of the
                  Company to sign, attest and file a Registration Statement on
                  Form S-8, or any other appropriate form that may be used from
                  time to time, with respect to the issue and/or sale of the
                  300,000 Common Shares, without par value, of the Company
                  authorized to be issued under the Company's Retirement Savings
                  Plan (the "Plan Shares"), and any and all amendments,
                  post-effective amendments and exhibits to such Registration
                  Statement and any and all applications or other documents to
                  be filed with the Securities and Exchange Commission or any
                  automated quotation system of a registered securities
                  association pertaining to the quotation thereon of the Plan
                  Shares covered by such Registration Statement or pertaining to
                  such registration and any and all applications or other
                  documents to be filed with any governmental or private agency
                  or official relative to the issuance of said Plan Shares, with
                  full power and authority to do and perform any and all acts
                  and things whatsoever requisite and necessary to be done in
                  the premises, hereby ratifying and approving the acts of such
                  attorneys or any such substitute or substitutes and, without
                  implied limitation, including in the above authority to do the
                  foregoing on behalf and in the name of any duly authorized
                  officer of the Company; and that the Chief Executive Officer
                  and President and the Chief Financial Officer of the Company
                  be, and each of them hereby is, authorized and directed for
                  and on behalf of the Company to execute a Power of Attorney
                  evidencing the foregoing appointment.



                                          /s/ Jeffrey A. Green
                                          --------------------------------------
                                          Jeffrey A. Green,
                                          President and Chief Executive Officer

Dated: April 30, 1997.

                                     II-10

<PAGE>   12




                      COLLABORATIVE CLINICAL RESEARCH, INC.
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


 Exhibit Number           Description                                               Sequential Page
 --------------           -----------                                               ---------------

<S>                       <C>                                                             <C>
      4.1                 Fifth Amended and Restated Articles of                          (1)
                          Incorporation

      4.2                 Third Amended and Code of Regulations                           (1)

      4.3                 Specimen Certificate of the Company's Common                    (1)
                          Shares, without par value

      4.4                 Demand Promissory Note, dated as of January 19,                 (1)
                          1995, payable to the order of Society National Bank

      4.5                 Second Amended and Restated Registration                        (1)
                          Agreement, dated July 15, 1994, as amended on
                          June 1, 1995 and February 5, 1996

      4.6                 The Company's Retirement Savings Plan

      5.1                 Opinion of Calfee, Halter & Griswold LLP
                          regarding the validity of the securities being
                          registered (see Page II-7 of this Registration
                          Statement)

      23.1                Consent of Independent Accounts (see page II-8 of
                          this Registration Statement)

      23.2                Consent of Counsel (see page II-9 of this
                          Registration Statement)

      24.1                Power of Attorney and related Certified Resolution
                          (see Pages II-10 and II-11 of this Registration
                          Statement)


<FN>
- ---------------

(1)      Incorporated herein by reference to the Company's Form S-1 Registration
         Statement filed on March 8, 1996, as amended by Amendment No. 1 filed
         on May 10, 1996 and as amended by Amendment No. 2 filed on June 10,
         1996 (File No. 333-2140).
</TABLE>

                                      E-1

<PAGE>   1
                                                                     Exhibit 4.6

                     COLLABORATIVE CLINICAL RESEARCH, INC.

                            RETIREMENT SAVINGS PLAN





                                                 Effective Date: January 1, 1992

                                               Restatement Date: January 1, 1997


<PAGE>   2



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                     ARTICLE NO.
                                                                     -----------
<S>                                                                       <C>
NAME AND PURPOSE                                                            1

DEFINITIONS                                                                 2

ELIGIBILITY AND PARTICIPATION                                               3

EMPLOYEE PRE-TAX CONTRIBUTIONS                                              4

EMPLOYEE AFTER-TAX CONTRIBUTIONS                                            5

EMPLOYER CONTRIBUTIONS                                                      6

LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS                                7

INVESTMENT FUNDS AND DIRECTION OF INVESTMENT                                8

ACCOUNTS                                                                    9

HARDSHIP AND IN-SERVICE WITHDRAWALS                                         10

LOANS                                                                       11

TERMINATION OF EMPLOYMENT                                                   12

RETIREMENT BENEFITS                                                         13

DEATH BENEFITS                                                              14

DISTRIBUTIONS                                                               15

ADMINISTRATION                                                              16

PROHIBITION AGAINST ALIENATION                                              17

TOP-HEAVY PROVISIONS                                                        18

LIMITATIONS ON ANNUAL ADDITIONS                                             19

ROLLOVERS AND TRANSFERS INVOLVING OTHER

QUALIFIED RETIREMENT PLANS                                                  20

AMENDMENT AND TERMINATION                                                   21

PARTICIPATING COMPANIES                                                     22

MISCELLANEOUS                                                               23
</TABLE>

                                       ii


<PAGE>   3



                           DETAILED TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION NO.                                                               PAGE
- -----------                                                               ----
<S>              <C>                                                      <C>
ARTICLE 1        NAME AND PURPOSE..........................................1-1
         1.1     Name......................................................1-1
         1.2     Purpose...................................................1-1

ARTICLE 2        DEFINITIONS...............................................2-1
         2.1     Accounts..................................................2-1
         2.2     Active Participant........................................2-1
         2.3     Administrator.............................................2-1
         2.4     Adoption Date.............................................2-1
         2.5     Affiliate.................................................2-1
         2.6     Allocation Date...........................................2-2
         2.7     Annual Additions..........................................2-2
         2.8     Beneficiary...............................................2-3
         2.9     Code......................................................2-3
         2.10    Committee.................................................2-3
         2.11    Company...................................................2-3
         2.12    Compensation..............................................2-3
         2.13    Continuous Service........................................2-4
         2.14    Contract Employee.........................................2-6
         2.15    Covered Employee..........................................2-6
         2.16    Date of Hire..............................................2-7
         2.17    Disability................................................2-7
         2.18    Distribution Account......................................2-7
         2.19    Employee..................................................2-7
         2.20    Entry Date................................................2-8
         2.21    ERISA.....................................................2-8
         2.22    Highly Compensated Employee...............................2-8
         2.23    Hour or Hour of Service...................................2-9
         2.24    Leased Employee..........................................2-11
         2.25    Limitation Year..........................................2-12
         2.26    Military Service.........................................2-12
         2.27    Normal Retirement Date...................................2-13
         2.28    One Year Break In Service................................2-13
         2.29    Participant..............................................2-14
         2.30    Participating Company....................................2-14
         2.31    Period of Severance......................................2-15
         2.32    Plan.....................................................2-15
         2.33    Plan Year................................................2-15
         2.34    Related Employer.........................................2-15
         2.35    Restatement Date.........................................2-16
         2.36    Shares...................................................2-16
         2.37    Supplement...............................................2-16
         2.38    Taxable Year.............................................2-16
         2.39    Termination Date.........................................2-16
         2.40    Termination of Employment................................2-17
         2.41    Testing Compensation.....................................2-18
         2.42    Trust or Trust Fund......................................2-19
         2.43    Trustee..................................................2-19
         2.44    Valuation Date...........................................2-19
</TABLE>

                                      iii


<PAGE>   4


<TABLE>
<CAPTION>
SECTION NO.                                                               PAGE
- -----------                                                               ----
<S>              <C>                                                      <C>
         2.45    Vested Interest..........................................2-19
         2.46    Vested Percentage........................................2-20
         2.47    Year of Eligibility Service..............................2-21
         2.48    Year of Vesting Service..................................2-22

ARTICLE 3        ELIGIBILITY AND PARTICIPATION.............................3-1
         3.1     Prior Participants........................................3-1
         3.2     Eligibility...............................................3-1
         3.3     Entry Date................................................3-1
         3.4     Active, Inactive and Rehired Participants.................3-2
         3.5     Waiver of Participation...................................3-2

ARTICLE 4        EMPLOYEE PRE-TAX CONTRIBUTIONS............................4-1
         4.1     Election of Pre-Tax Contributions.........................4-1
         4.2     Amount of Pre-Tax Contributions...........................4-2
         4.3     Revoking and Amending Elections...........................4-2
         4.4     Payment to Trustee........................................4-3
         4.5     Pre-Tax Account...........................................4-3
         4.6     Effect of Hardship Withdrawal on Pre-Tax
                 Contributions.............................................4-4

ARTICLE 5        EMPLOYEE AFTER-TAX CONTRIBUTIONS..........................5-1
         5.1     Election of After-Tax Contributions.......................5-1
         5.2     Amount of After-Tax Contributions.........................5-1
         5.3     Revoking and Amending Elections...........................5-2
         5.4     Payment to Trustee........................................5-3
         5.5     After-Tax Account.........................................5-3
         5.6     Effect of Hardship Withdrawal on After-Tax
                 Contributions.............................................5-3
         5.7     Effect of Other Withdrawal on After-Tax
                 Contributions.............................................5-3

ARTICLE 6        EMPLOYER CONTRIBUTIONS....................................6-1
         6.1     Employer Discretionary Contributions......................6-1
         6.2     Allocation of Profit Sharing Contributions................6-1
         6.3     Allocation of Matching Contributions......................6-2
         6.4     Allocation of Qualified Nonelective
                 Contributions.............................................6-4
         6.5     Payment to Trustee........................................6-4
         6.6     Crediting to Accounts.....................................6-5

ARTICLE 7        LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS..............7-1
         7.1     Contributions Are Subject to Limitations..................7-1
         7.2     The Dollar Limit..........................................7-2
         7.3     Deferral Percentage Limit.................................7-3
         7.4     Contribution Percentage Limit.............................7-4
         7.5     Multiple Use Limit........................................7-5
         7.6     Deductibility Limit.......................................7-6
         7.7     Distribution of Excess Contributions......................7-7

ARTICLE 8        INVESTMENT FUNDS AND DIRECTION OF INVESTMENT..............8-1
         8.1     Permitting Direction of Investments.......................8-1
         8.2     Investment Funds..........................................8-1
</TABLE>

                                       iv


<PAGE>   5


<TABLE>
<CAPTION>
SECTION NO.                                                               PAGE
- -----------                                                               ----
<S>              <C>                                                      <C>
         8.3     Procedures for Direction of Investment....................8-2
         8.4     Change of Direction of Investment.........................8-4
         8.5     Transfer of Funds Between Investment Options..............8-4
         8.6     Valuation of Investment Funds.............................8-4
         8.7     Maintenance of Company Stock Fund.........................8-5
         8.8     Investment of Company Stock Fund..........................8-5
         8.9     Contributions Conditioned on Qualification................8-7
         8.10    Purchase, Sale and Voting of Shares.......................8-9
         8.11    Appraisal Rights..........................................8-9
         8.12    Interim Investments......................................8-10

ARTICLE 9        ACCOUNTS..................................................9-1
         9.1     Establishment of Accounts.................................9-1
         9.2     Crediting Accounts........................................9-1
         9.3     Valuation of Assets.......................................9-2
         9.4     Valuation of Investment Funds.............................9-3
         9.5     Interim Valuation of Assets...............................9-3

ARTICLE 10       HARDSHIP AND IN-SERVICE WITHDRAWALS......................10-1
         10.1    Hardship Distributions...................................10-1
         10.2    Immediate and Heavy Financial Need.......................10-1
         10.3    Determination of An Amount Necessary to Satisfy
                 an Immediate and Heavy Financial Need....................10-2
         10.4    Permitted Distributions..................................10-3
         10.5    In-Service Withdrawals...................................10-3
         10.6    Method of Distribution...................................10-4
         10.7    Administration of Hardship and In-Service
                 Distribution Provisions..................................10-5
         10.8    Spouse's Consent.........................................10-5

ARTICLE 11       LOANS....................................................11-1
         11.1    Loan Administration and Applications.....................11-1
         11.2    Terms and Conditions of Loans............................11-3
         11.3    Payment of Prior Loans...................................11-5
         11.4    Shareholder-Employee Defined.............................11-5

ARTICLE 12       TERMINATION OF EMPLOYMENT................................12-1
         12.1    Right to Benefit Upon Termination of Employment..........12-1
         12.2    Commencement of Distributions............................12-1
         12.3    Vested Percentage........................................12-1
         12.4    Use of Forfeitures.......................................12-3
         12.5    Rehired Participants.....................................12-3

ARTICLE 13       RETIREMENT BENEFITS......................................13-1
         13.1    Normal Retirement........................................13-1
         13.2    Late Retirement..........................................13-1
         13.3    Disability Retirement....................................13-2

ARTICLE 14       DEATH BENEFITS...........................................14-1
         14.1    Death of a Participant...................................14-1
</TABLE>

                                       v


<PAGE>   6


<TABLE>
<CAPTION>
SECTION NO.                                                               PAGE
- -----------                                                               ----
<S>              <C>                                                      <C>
         14.2    Death of a Retired or Terminated Participant
                 Prior to Commencement of Benefits........................14-1
         14.3    Death of a Retired or Terminated Participant
                 After Commencement of Benefits...........................14-2
         14.4    No Beneficiary Designation...............................14-2
         14.5    Designation of Beneficiary...............................14-2
         14.6    Administrator to Notify Trustee..........................14-3
         14.7    Incomplete Disposition...................................14-3
         14.8    Ambiguity of Beneficiary Designation.....................14-3

ARTICLE 15       DISTRIBUTIONS............................................15-1
         15.1    Time of Distribution.....................................15-1
         15.2    Method of Distribution...................................15-2
         15.3    Administering Distribution of Accounts...................15-3
         15.4    Restrictions on Delay and Timing of
                 Distributions............................................15-3
         15.5    Revaluation of Undistributed Amounts.....................15-5
         15.6    Immediate Lump Sum Payment of Small Amounts..............15-5
         15.7    Elections Regarding Direct Rollovers.....................15-6
         15.8    Spouse's Consent.........................................15-8

ARTICLE 16       ADMINISTRATION...........................................16-1
         16.1    The Administrator........................................16-1
         16.2    Application for Benefits.................................16-2
         16.3    Procedures for Denial of Benefits........................16-3
         16.4    Appeals Committee........................................16-3
         16.5    Committee Procedures.....................................16-5
         16.6    Operation of Committee...................................16-5
         16.7    Review Procedure.........................................16-6
         16.8    Limitation of Liability..................................16-7

ARTICLE 17       PROHIBITION AGAINST ALIENATION...........................17-1
         17.1    Definitions..............................................17-1
         17.2    General Prohibition on Alienation........................17-1
         17.3    Distribution of Assets on Death..........................17-3
         17.4    No Right to Benefits by Alternate Payee..................17-3
         17.5    Notification of Parties and Determination
                 Whether Qualified........................................17-3
         17.6    Interim Procedures.......................................17-4
         17.7    Investment of Separate Account...........................17-5
         17.8    Review Procedures........................................17-5
         17.9    Status of Alternate Payee................................17-5
         17.10   Distribution to Alternate Payee..........................17-6

ARTICLE 18       TOP-HEAVY PROVISIONS.....................................18-1
         18.1    Restrictions.............................................18-1
         18.2    Determination of Top-Heavy Status........................18-1
         18.3    Top-Heavy Minimum Contributions..........................18-4
         18.4    Determination of Super Top-Heavy Plan....................18-6
         18.5    Limitations on Annual Additions Under Top-Heavy
                 Plan.....................................................18-6
</TABLE>

                                       vi


<PAGE>   7


<TABLE>
<CAPTION>
SECTION NO.                                                               PAGE
- -----------                                                               ----
<S>              <C>                                                      <C>
ARTICLE 19       LIMITATION ON ANNUAL ADDITIONS...........................19-1
         19.1    Maximum Annual Additions.................................19-1
         19.2    Reduction of Excess Benefits.............................19-1
         19.3    Definitions..............................................19-2
         19.4    Suspense Account.........................................19-2

ARTICLE 20       ROLLOVERS AND TRANSFERS INVOLVING OTHER
                 QUALIFIED RETIREMENT PLANS...............................20-1
         20.1    Rollovers and Transfers From Other Tax Qualified
                 Plans....................................................20-1

ARTICLE 21       AMENDMENT AND TERMINATION................................21-1
         21.1    Power to Amend and Terminate Plan........................21-1
         21.2    Termination of Plan......................................21-1
         21.3    Partial Termination of Plan or Complete
                 Discontinuance of Contributions..........................21-2

ARTICLE 22       PARTICIPATING COMPANIES..................................22-1
         22.1    Designation of Participating Companies...................22-1
         22.2    Adoption of Supplements..................................22-1
         22.3    Amendment of Supplements.................................22-1
         22.4    List of Participating Companies..........................22-2
         22.5    Delegation of Authority..................................22-2

ARTICLE 23       MISCELLANEOUS............................................23-1
         23.1    Bankruptcy or Insolvency.................................23-1
         23.2    Mergers, Consolidations and Transfers of Assets..........23-1
         23.3    No Employment, Legal or Equitable Right Created..........23-1
         23.4    Prohibition on Reversions................................23-2
         23.5    Procedures for Spousal Consent...........................23-3
         23.6    Spousal Consent..........................................23-3
         23.7    Indemnification..........................................23-3
         23.8    Gender...................................................23-4
         23.9    Number...................................................23-5
         23.10   Applicable Law...........................................23-5
         23.11   No Effect on Account Balance.............................23-5
         23.12   Investment Manager.......................................23-5
</TABLE>


                                      vii


<PAGE>   8



                     COLLABORATIVE CLINICAL RESEARCH, INC.

                            RETIREMENT SAVINGS PLAN

     THIS AMENDMENT AND RESTATEMENT is executed by COLLABORATIVE CLINICAL
RESEARCH, INC., a corporation organized and existing under and by virtue of the
laws of the State of Ohio (hereinafter called the "Company") and GFI
Pharmaceutical Services, Inc. (hereinafter called "GFI"), a wholly owned
subsidiary of the Company;

                                  WITNESSETH:

     WHEREAS, GFI adopted the GFI Associates' 401(k) Plan (hereinafter referred
to as the "Plan") and its related trust, effective January 1, 1992; and

     WHEREAS, the Company has acquired GFI; and

     WHEREAS, GFI and the Company are amending and restating the trust
provisions of the Plan by means of a separate trust agreement between the
Company and Independent Trust Corporation, as Trustee, effective January 1,
1997; and

     WHEREAS, under the terms of Section 15.2 of the Plan, GFI reserved the
right to make amendments thereto; and

     WHEREAS, GFI and the Company desire to amend and restate the Plan to bring
the Plan into compliance with certain changes in the law, to reflect the
acquisition of GFI by the Company and the extension of the Plan to cover
Employees of the Company and Health Research Innovations, LLP, and former
employees of Walker Information, Inc. and to make certain other changes they
deem desirable; and

                                      viii


<PAGE>   9



     WHEREAS, it is the intention of GFI and the Company that the Plan, as
amended and restated, and its related trust continue to qualify under Sections
401(a), 401(k) and 501(a) of the Internal Revenue Code of 1986, as amended;

     NOW, THEREFORE, the Plan is hereby amended and restated, generally
effective the first day of January, 1997, as follows:

                                       ix


<PAGE>   10



                                   ARTICLE 1

                                NAME AND PURPOSE

     1.1 Name. The name of this Plan is the Collaborative Clinical Research,
Inc. Retirement Savings Plan.

     1.2 Purpose. This Plan was originally created and is hereby continued for
the purpose of providing benefits to the Participants in this Plan upon their
retirement and for the purpose of providing such other benefits to such
Participants and their Beneficiaries as are hereinafter described.

                                      1-1


<PAGE>   11



                                   ARTICLE 2

                                  DEFINITIONS

     Unless the context otherwise indicates, the following words used herein
shall have the following meanings whenever used in this instrument:

     2.1 Accounts. The word "Accounts" shall mean "Pre-Tax Accounts"
established pursuant to Article 4 hereof and "After-Tax Accounts" established
pursuant to Article 5 hereof; "Profit Sharing Accounts," "Match Accounts" and
"Qualified Nonelective Accounts" established pursuant to Article 6 hereof,
"Distribution Accounts" established pursuant to Article 12 hereof and "Rollover
Accounts" established pursuant to Article 20 hereof.

     2.2 Active Participant. The words "Active Participant" shall mean a
Participant during any period in which he is employed by a Participating
Company as a Covered Employee.

     2.3 Administrator. The word "Administrator" shall mean the person or
persons, corporation or partnership designated as Administrator under Article
16 hereof.

     2.4 Adoption Date. The words "Adoption Date" shall mean the date as of
which any Participating Company shall have adopted this Plan.

     2.5 Affiliate The word "Affiliate" shall mean a corporation which would be
defined as a member of a controlled group of corporations which includes a
Participating Company or any business organization which would be defined as a
trade or business (whether or not incorporated) which is under "common control"
with

                                      2-1


<PAGE>   12



a Participating Company within the meaning of Sections 414(b) and (c) of the
Code, and any member of an "affiliated service group," as defined in Section
414(m) of the Code or is a part of any other arrangement as defined in
regulations under Section 414(o) of the Code, which includes a Participating
Company but, in each case, only during the periods any such corporation,
business organization or member would be so defined.

     2.6 Allocation Date. The words "Allocation Date" shall mean the last day
of the Plan Year and the other date or dates selected by the Company as of
which allocations are made to Accounts.

     2.7 Annual Additions. The words "Annual Additions" shall mean with respect
to each Participant the sum of the following amounts in any Limitation Year:

     (a)  the contributions of a Participating Company (including amounts
          contributed by the Participating Companies to the Trustee pursuant to
          a Participant's election under Section 4.1 hereof) or a Related
          Employer credited to his accounts with respect to such Limitation
          Year under all defined contribution plans of the Company or any
          Related Employer which plans meet the requirements of Section 401(a)
          of the Code;

     (b)  the amounts contributed as after-tax contributions by a Participant
          pursuant to an election under Section 5.1 hereof with respect to such
          Limitation Year;

     (c)  forfeitures creditable to his accounts under all such defined
          contribution plans of a Participating Company or any Related Employer
          with respect to such Limitation Year;

     (d)  unless the provisions of this paragraph (d) cease to be required by
          the Code, amounts allocated, in Limitation Years beginning after
          March 31, 1984, to an individual medical account, as defined in
          Section 415(l)(2) of the Code, which is part of a

                                      2-2


<PAGE>   13



          pension or annuity plan maintained by a Participating Company or any
          Related Employer and amounts derived from contributions paid or
          accrued after December 31, 1985, in Limitation Years ending after
          such date, which are attributable to the separate account of a key
          employee, as defined in Section 419A(d)(3) of the Code, under a
          welfare benefit fund, as defined in Section 419(e) of the Code,
          maintained by a Participating Company or any Related Employer.

     2.8 Beneficiary. The word "Beneficiary" or "Beneficiaries" shall mean any
person, other than an alternate payee as defined in Section 17.1, who receives
or is designated to receive payment of any benefit under the terms of this Plan
because of the participation of another person in this Plan.

     2.9 Code. The word "Code" shall mean the Internal Revenue Code of 1986, as
such may be amended from time to time, and all lawful regulations and
pronouncements promulgated thereunder. Whenever a reference is made to a
specific Code Section, such reference shall be deemed to include any successor
Code Sections having the same or similar purpose.

     2.10 Committee. The word "Committee" shall mean the Appeals Committee as
constituted under the provisions of Article 16 of this Plan.

     2.11 Company. The word "Company" shall mean Collaborative Clinical
Research, Inc. or any successor corporation or any other business organization
which shall assume the obligations of the Company under this Plan.

     2.12 Compensation. The word "Compensation" shall mean all remuneration
which is paid to an Employee in cash or in kind for the performance of services
for a Participating Company while

                                      2-3


<PAGE>   14



a Covered Employee and which must be reported as wages on the Employee's Form
W-2 for income tax purposes, together with amounts contributed by a
Participating Company to the Trustee pursuant to a Participant's election under
Section 4.1 hereof, adjusted as follows:

     (a)  Compensation shall be increased for salary reduction amounts which
          are excluded from the taxable income of the Employee under Code
          Sections 125, 402(e)(3) and 402(h); and

     (b)  Compensation shall be reduced by all of the following amounts even if
          they are taxable to the Employee:

          (i)    expense reimbursements, expense allowances or moving expenses;

          (ii)   cash and noncash fringe benefits and welfare benefits; and

          (iii)  deferred compensation.

     Notwithstanding the foregoing, the maximum Compensation of any Participant
that can be considered for any purpose under this Plan shall be One Hundred
Fifty Thousand Dollars ($150,000.00) plus such adjustments for increases in the
cost of living as shall be prescribed by the Secretary of the Treasury pursuant
to Section 401(a)(17) of the Code.

     2.13 Continuous Service. The words "Continuous Service" shall mean for any
Employee any period during which he is or was employed by a Participating
Company or Affiliate. Each such period shall be measured from the Participant's
Date of Hire to the date of Termination of Employment which follows such Date
of Hire.

     In addition, if any Employee has a Termination of Employment and is
rehired within twelve (12) months of:

                                      2-4


<PAGE>   15



     (a)  the date of his Termination of Employment; or

     (b)  if earlier, the first day of any period of leave of absence, layoff
          or Military Service after the end of which the Employee did not
          return to work for a Participating Company or any Affiliate prior to
          his Termination of Employment;

such Employee's "Continuous Service" shall include the period of severance
measured from his Termination of Employment until his subsequent date of
rehire.  Two (2) or more periods of employment or Periods of Severance that are
included in an Employee's Continuous Service and that contain fractions of a
year (computed in months and days) shall be aggregated on the basis of twelve
(12) months constituting a year and thirty (30) days constituting a month.

     Subject to the provisions of the prior paragraph of this Section, the
words "Continuous Service" shall take into account, for any Employee with an
Hour of Service on or after the Restatement Date, his Continuous Service for
any one of the following predecessor or merged employers as of the acquisition
or merger date, but not in excess of five (5) years prior to such date:

          (i)    the Company;

          (ii)   Walker Information, Inc. and related companies; or

          (iii)  Health Research Innovations, LLP.

     Unless otherwise provided by amendment to this Plan, if, on or after the
Restatement Date, other individuals become Employees of a Participating Company
or Affiliate through merger or acquisition, the words "Continuous Service"
shall take into

                                      2-5


<PAGE>   16



account, for any such Employee, his service with the acquired or merged
employer and related entities as of the merger or acquisition date based upon
the five (5) year period ending on such date.

     2.14 Contract Employee. The words "Contract Employee" shall mean an
Employee who has entered into a contract pursuant to Article 3 hereof which
provides that he will not become a Participant in this Plan.

     2.15 Covered Employee. The words "Covered Employee" shall mean an Employee
during any period that he is employed by a Participating Company; provided,
however, that no such Employee shall be a "Covered Employee" during any period
that he:

     (a)  is employed as a member of a unit of Employees which is covered by a
          collective bargaining agreement to which a Participating Company is a
          party (unless such collective bargaining agreement provides for
          participation in this Plan); or

     (b)  is employed only by an Affiliate which is not a Participating
          Company; or

     (c)  is employed as a Contract Employee; or

     (d)  is employed by a Participating Company but is reasonably determined
          by the Company to be employed in a status described below, regardless
          of whether categorization in such status is agreed to by the
          Commissioner of Internal Revenue or other governmental entity:

          (i)    a nonresident alien who receives no earned income (within the
                 meaning of Section 911(d)(2) of the Code) from the
                 Participating Company which constitutes income from sources
                 within the United State (within the meaning of Section
                 861(a)(3) of the Code); or

          (ii)   a Leased Employee; or

          (iii)  a director, independent contractor or other self-employed
                 status.

                                      2-6


<PAGE>   17




     2.16 Date of Hire. The words "Date of Hire" shall mean the date on which
an Employee commences employment and works at least one (1) Hour for a
Participating Company or any Affiliate and shall mean, in the case of a rehired
Employee, the first date following his previous Termination of Employment on
which he works at least one (1) Hour for a Participating Company or any
Affiliate.

     2.17 Disability. The word "Disability" or "Disabled" shall mean, with
respect to any Participant, any disability which entitles the participant to
disability retirement benefits under the United States Social Security Act.

     2.18 Distribution Account. The words "Distribution Account" shall mean,
with respect to a Participant whose employment has terminated for a reason
other than his death, Disability or retirement, an account which had been a
Profit Sharing Account or a Match Account during his previous period of
participation, after said account shall have been debited by the amount, if
any, forfeited pursuant to Section 12.3 hereof, and which, pursuant to Article
12 hereof, shall have been converted into a "Distribution Account" by reason of
his Termination of Employment.

     2.19 Employee. The word "Employee" shall mean any common-law employee or
Leased Employee of a Participating Company or an Affiliate. The word "Employee"
shall not include any person who renders service to a Participating Company or
an Affiliate solely as a director or independent contractor or otherwise as a
self employed individual. In the event that a person renders service to a
Participating Company or an Affiliate as a common-law employee and in another
capacity as a director, an independent

                                      2-7


<PAGE>   18



contractor or otherwise as a self-employed individual, he shall be considered
to be an Employee hereunder only in his capacity as a common-law employee.

     2.20 Entry Date. The words "Entry Date" shall mean the date as of which a
Covered Employee may become a Participant in the Plan. The Entry Dates in a
Plan Year are January 1, April 1, July 1 and October 1; provided, however, that
February 1, 1997 and March 1, 1997 also shall be Entry Dates.

     2.21 ERISA. The acronym "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as such may be amended from time to time, and lawful
regulations and pronouncements promulgated thereunder. Whenever a reference is
made to a specific ERISA Section, such reference shall be deemed to include any
successor ERISA Section having the same or similar purpose.

     2.22 Highly Compensated Employee. The words "Highly Compensated Employee"
shall mean an Employee or a former Employee who is highly compensated for a
Plan Year as described in Section 414(q) of the Code, which is hereby
incorporated by reference, and who is described for informational purposes
herein as an Employee during a Plan Year if either:

     (a)  during the current or preceding Plan Year, he was at any time a five
          percent (5%) or more actual or constructive owner of a Participating
          Company or any Affiliate; or

     (b)  during the preceding Plan Year he received Testing Compensation from
          a Participating Company and any Affiliate greater than Eighty
          Thousand Dollars ($80,000.00) (plus any increase for cost of living
          after 1997 as determined by the Secretary of the Treasury or his
          delegate.

                                      2-8


<PAGE>   19



     A "highly compensated former Employee" is described for informational
purposes herein as a former Employee who either:

     (1)  was a Highly Compensated Employee when such former Employee
          terminated his employment; or

     (2)  was a Highly Compensated Employee at any time after attaining age
          fifty-five (55).

     2.23 Hour or Hour of Service. Effective for periods commencing on or after
the Restatement Date, the word "Hour" or the words "Hour of Service" shall
mean:

     (a)  for any Employee who is categorized as non-exempt under the Fair
          Labor Standards Act, the actual number of hours for which he is
          directly or indirectly paid or entitled to payment by a Participating
          Company or any Affiliate for the performance of duties either as
          regular wages, salary or commissions, or for reasons other than the
          performance of duties such as vacation or holiday pay, and in either
          case, including payments pursuant to an award or agreement requiring
          a Participating Company or an Affiliate to pay back wages,
          irrespective of mitigation of damages. Hours of Service under this
          paragraph shall be calculated and credited pursuant to Section
          2530.200b-2(b) and (c) of the Department of Labor Regulations which
          are incorporated herein by reference.

     (b)  for any Employee who is categorized as exempt under the Fair Labor
          Standards Act, the hours which are calculated and for which he is
          credited pursuant to the equivalencies set forth in Section
          2530.200b-3(e)(iv) of the Department of Labor Regulations which are
          incorporated herein by reference and applied in accordance with the
          following provisions. With respect to any such Employee Hours of
          Service shall be calculated on the basis of months of employment
          whereby the Employee shall be credited with one hundred ninety (190)
          Hours of Service for each month in which the Employee would be
          required to be credited with at least one (1) Hour of Service.

Notwithstanding the foregoing,

     (i)    no Employee shall be credited with more than 501 Hours of Service
            with respect to payments he

                                      2-9


<PAGE>   20



            receives or is entitled to receive during any single continuous
            period during which he performs no services for a Participating
            Company or any Affiliate (irrespective of whether he has terminated
            employment) due to vacation, holiday, illness, incapacity
            (including disability), layoff, jury duty, military duty, or leave
            of absence;

     (ii)   no Employee shall be credited with Hours of Service with respect to
            payments he receives or is entitled to receive during a period when
            he performs no services for a Participating Company or any
            Affiliate under a plan maintained solely for the purpose of
            complying with applicable workers' compensation, unemployment
            compensation, disability insurance or Federal Social Security laws;
            and

     (iii)  no Employee or former Employee shall be credited with Hours of
            Service with respect to payments he receives or is entitled to
            receive under a pension benefit plan to which a Participating
            Company or any Affiliate has contributed during a period when he
            performs no services for a Participating Company or any Affiliate.

     Effective for the period commencing on the Effective Date through December
31, 1996, the words "Hour" or "Hour of Service" shall mean for any Employee the
hours which are calculated and credited pursuant to Section 2530.200b-2(b) and
(c) of the Department of Labor Regulations which are incorporated herein by
reference.

     The words "Hour of Service" or "Hour" shall take into account, for any
Employee with an Hour of Service on or after the Restatement Date, his service
for any one of the following predecessor or merged employers as of the
acquisition or merger date, but not in excess of five (5) years prior to such
date:

     (A)  the Company;

     (B)  Walker Information, Inc. and related companies; or

     (C)  Health Research Innovations, LLP.

                                      2-10


<PAGE>   21



     Unless otherwise provided by amendment to this Plan, if, on or after the
Restatement Date, other individuals become Employees of a Participating Company
or Affiliate through merger or acquisition, the words "Hours" or "Hours of
Service" shall take into account for any such Employee, his service with the
acquired or merged employer and related entities during the five (5) year
period ending on the merger or acquisition date.

     2.24 Leased Employee. The words "Leased Employee" shall mean any
individual (other than a common-law Employee of a Participating Company or an
Affiliate) who, pursuant to an agreement between the Participating Company or
any Affiliate and any leasing organization, has performed services for the
Participating Company, an Affiliate or for related persons, as determined in
accordance with Section 414(n)(6) of the Code, on a substantially full-time
basis for a period of at least one (1) year, provided they are performed under
the primary direction or control of the Participating Company or any Affiliate.
Contributions or benefits provided on behalf of a Leased Employee by the
leasing organization which are attributable to services performed for the
Participating Company shall be treated as provided by the Participating
Company.

     A Leased Employee shall not be considered an Employee of a Participating
Company or any Affiliate if:

     (a)  such employee is covered by a money purchase pension plan which
          provides the following:

          (i)    a nonintegrated employer contribution formula of at least ten
                 percent (10%) of a participant's compensation, as defined in
                 Section 415(c)(3) of the Code, together with

                                      2-11


<PAGE>   22



                 amounts contributed on his behalf pursuant to a salary
                 reduction agreement which are excludable from the employee's
                 gross income pursuant to Sections 125, 402(e)(3), 402(h)(1)(B)
                 or 403(b) of the Code;

          (ii)   immediate participation in said money purchase pension plan;
                 and

          (iii)  full and immediate vesting under said money purchase pension
                 plan; and

     (b)  Leased Employees do not constitute more than twenty percent (20%) of
          the Participating Company's or Affiliate's nonhighly compensated
          employees.

     2.25 Limitation Year. The words "Limitation Year" shall mean the twelve
(12) month period ending on December 31 in each calendar year. For periods
prior to the Restatement Date, the words "Limitation Year" shall mean the
limitation years and, with appropriate adjustments, short limitation periods,
established by the Company or by regulations issued by the Secretary of the
Treasury or his delegate, for purposes of determining compliance with Section
415 of the Code.

     2.26 Military Service. The words "Military Service" shall mean duty in the
Armed Forces of the United States, whether voluntary or involuntary, provided
that the Employee serves not more than one voluntary enlistment or tour of
duty, and further provided that such voluntary enlistment or tour of duty does
not follow involuntary duty.

     Notwithstanding any provision of this Plan to the contrary, contributions,
benefits and service credit with respect to Military Service will be provided
in accordance with Section 414(u) of the Code.

                                      2-12


<PAGE>   23



     2.27 Normal Retirement Date. The words "Normal Retirement Date" shall mean
the date upon which a Participant attains age sixty-five (65).

     2.28 One Year Break In Service. The words "One Year Break In Service"
shall mean for any Employee or former Employee a Plan Year, ending after his
Termination of Employment, during which the Employee or former Employee did not
complete more than five hundred (500) Hours of Service. Notwithstanding the
foregoing provisions of this Section, in the event any Employee is absent from
work, on or after the first day of the Plan Year which commenced in 1985, by
reason of either:

     (i)    the pregnancy of such Employee; or

     (ii)   the birth of a child of such Employee; or

     (iii)  the placement of a child with such Employee in connection with the
            adoption of such child by such Employee; or

     (iv)   caring for such child for a period beginning immediately following
            such birth or placement;

such Employee shall, solely for the purposes of determining whether such
Employee has incurred a One Year Break In Service pursuant to this Section, be
credited either with the Hours of Service which otherwise would normally have
been credited to such Employee but for such absence or, in any case in which
the Administrator is unable to determine the Hours described in the preceding
clause, eight (8) Hours per day of such absence; provided, however, that the
total number of Hours of Service which an Employee may be credited with by
reason of any such pregnancy, birth, placement or caring shall not exceed five
hundred one (501) Hours. An Employee

                                      2-13


<PAGE>   24



shall be credited with the Hours of Service described in the preceding sentence
only in the Plan Year in which the absence from work begins if the Employee
would be prevented from incurring a One Year Break In Service in such Plan Year
solely because the Employee is credited with Hours of Service pursuant to the
preceding sentence or, in any other case, in the immediately following Plan
Year. The Administrator may require any Employee who is absent from work
because of any such pregnancy, birth, placement or caring to furnish to the
Administrator such timely information as the Administrator may reasonably
require to establish both that the Employee's absence from work is because of
such pregnancy, birth, placement or caring and the number of days during which
the Employee was absent because of such pregnancy, birth, placement or caring.

     2.29 Participant. The word "Participant" shall mean any person who becomes
a Participant in this Plan in accordance with Article 3 hereof. The word
"Participant" shall also include, as the context may require, any person who
has become an inactive Participant due to his no longer being a Covered
Employee, and any person who has become a former Participant due to his having
incurred a Termination of Employment.

     2.30 Participating Company. The words "Participating Company" shall mean
the Company and any Affiliate of the Company or other entity which is or shall
become a Participating Company in this Plan pursuant to Article 22 hereof but
only for periods while it is a Participating Company herein.

                                      2-14


<PAGE>   25



     2.31 Period of Severance. The words "Period of Severance" shall mean, with
respect to any Employee or former Employee, a period commencing on his
Termination of Employment and ending on the date such Employee is rehired by a
Participating Company or any Affiliate. In the event of the Termination of
Employment of an Employee by reason of either:

     (a)  the pregnancy of such Employee; or

     (b)  the birth of a child of such Employee; or

     (c)  the placement of a child with such Employee in connection with the
          adoption of such child by such Employee; or

     (d)  the care for such child for a period beginning immediately following
          such birth or placement;

such Employee's Period of Severance shall be deemed to have commenced on the
first anniversary of the date of his Termination of Employment. The
Administrator may require any Employee who is absent from work by reason of any
such pregnancy, birth, placement or caring to furnish to the Administrator such
timely information as the Administrator may reasonably require to establish
that the Employee's absence from work was by reason of such pregnancy, birth,
placement or caring.

     2.32 Plan. The word "Plan" shall mean this instrument as originally
executed and as it may be amended from time to time.

     2.33 Plan Year. The words "Plan Year" shall mean the twelve (12) month
period ending on December 31.

     2.34 Related Employer. The words "Related Employer" shall mean a
corporation which would be defined as a member of a controlled group of
corporations which includes a Participating

                                      2-15


<PAGE>   26



Company or any business organization which would be defined as a trade or
business (whether or not incorporated) which is under "common control" with a
Participating Company within the meaning of Sections 414(b) and (c) of the
Code, after substituting the phrase "more than fifty percent (50%)" for the
phrase "at least eighty percent (80%)" each place that the latter phrase
appears in Section 1563(a)(1) of the Code, and any member of an "affiliated
service group", as defined in Section 414(m) of the Code, which includes a
Participating Company but, in each case, only during the periods any such
corporation, business organization or member would be so defined.

     2.35 Restatement Date. The words "Restatement Date" shall mean January 1,
1997.

     2.36 Shares. The word "Shares" shall mean shares of the common stock of
the Company.

     2.37 Supplement. The word "Supplement" shall mean a portion of this Plan,
designated as such, which is adopted pursuant to Article 22 hereof and which
contains provisions applicable only to a specified group of Employees, former
Employees or others.

     2.38 Taxable Year. The words "Taxable Year" shall mean the annual
accounting period for Federal income tax purposes of each Participating
Company.

     2.39 Termination Date. The words "Termination Date" shall mean the date on
which any Participating Company ceases to participate in this Plan.

                                      2-16


<PAGE>   27



     2.40 Termination of Employment. The words "Termination of Employment"
shall mean for any Employee the occurrence of any one of the following events:

     (a)  he is discharged by a Participating Company or any Affiliate unless
          he is subsequently reemployed and given pay back to his date of
          discharge;

     (b)  he voluntarily terminates employment with a Participating Company or
          any Affiliate;

     (c)  he retires from employment with a Participating Company or any
          Affiliate;

     (d)  he fails to return to work at the end of any leave of absence
          authorized by a Participating Company or any Affiliate, or within
          ninety (90) days following such Employee's release from Military
          Service or within any other period following Military Service in
          which his right to reemployment with a Participating Company or any
          Affiliate is guaranteed by law, or within three (3) days after he has
          been recalled to work following a period of layoff;

     (e)  he has been continuously laid-off for six (6) months; or

     (f)  he fails to return to work after the cessation of disability income
          payments under any sick leave or short term disability program of a
          Participating Company or any Affiliate.

In the case of the occurrence of any event described in (d), (e) or (f) of this
Section, the date of such Employee's Termination of Employment shall be deemed
to be the first day of any such period of leave of absence, layoff, Military
Service or Disability.

     The foregoing provisions of this Section notwithstanding, for purposes of
determining an Employee's Continuous Service under Section 2.13 hereof, in the
case of the occurrence of any event described in (d), (e) or (f) of this
Section, such Employee's Termination of Employment shall be deemed to be the
earlier of (i)

                                      2-17


<PAGE>   28



the first anniversary of the first day of any such period of leave of absence,
layoff, or failure to return to work, or (ii) the last day of any such period
of leave of absence, layoff, Military Service or Disability.

     2.41 Testing Compensation. The words "Testing Compensation" shall mean
remuneration used for testing purposes under this Plan. The words "Testing
Compensation" shall be interpreted according to their context and:

     (a)  when used to determine compliance with Section 415 of the Code
          pursuant to Article 19 hereof, Testing Compensation shall mean all
          amounts paid to him as payment for services rendered by him to the
          Company or any Related Employer which may be taken into account for
          purposes of determining limitations on Annual Additions and benefits
          under Section 415 of the Code but shall not include items excludable
          pursuant to Reg. Section 1.415-2(d)(2), including amounts contributed
          by a Participating Company to the Trustee pursuant to a Participant's
          election under Section 4.1 hereof;

     (b)  when used to determine the identity of Highly Compensated Employees,
          Testing Compensation shall mean Testing Compensation adjusted to
          include and exclude certain items of remuneration as required by
          Section 414(q) of the Code, including adding amounts contributed by a
          Participating Company to the Trustee pursuant to a Participant's
          401(k) election under Section 4.1 hereof and a Participant's elective
          contributions to a cafeteria plan pursuant to Section 125 of the Code
          and adjusted to exclude remuneration from a Related Employer which is
          not a Participating Company or Affiliate;

     (c)  when used to determine satisfaction of the deferral percentage limit,
          the contribution percentage limit and the multiple use test of
          Article 7 of this Plan, Testing Compensation shall mean
          "compensation" for such Plan Year as defined in Section 414(s) of the
          Code; and

     (d)  when used to determine top heavy status pursuant to Article 18
          hereof, Testing Compensation shall mean Testing Compensation as
          defined in (a) above,

                                      2-18


<PAGE>   29



          adjusted to exclude remuneration from a Related Employer which is not
          a Participating Company or Affiliate.

     2.42 Trust or Trust Fund. The word "Trust" or the words "Trust Fund" shall
mean the trust established to hold the assets of this Plan and any successor
trust. For the period ending on December 31, 1996, the word "Trust" shall mean
the trust established pursuant to the terms of the trust agreement between GFI
and Capital Guardian Trust Company, executed on September 1, 1995. On and after
the Restatement Date, the word "Trust" shall mean the trust established
pursuant to the terms of the Trust Agreement between the Company and
Independent Trust Corporation as executed by the Company effective January 1,
1997.

     2.43 Trustee. The word "Trustee" shall mean the Trustee of the Trust or,
where applicable, the Trustee's designated agent. Effective as of the
Restatement Date, the word "Trustee" shall mean Independent Trust Corporation
and any successor Trustee or Trustees.

     2.44 Valuation Date. The words "Valuation Date" shall mean the date upon
which the Plan's assets are valued for purposes of allocating gains and losses
among the investment funds and for determining the accrued benefit of each
Participant. The words "Valuation Date" shall mean March 31, June 30, September
30 and December 31 or such other dates as the Administrator may establish.

     2.45 Vested Interest. The words "Vested Interest" shall mean with respect
to any Participant the total of (a) plus (b) minus (c), where:

                                      2-19


<PAGE>   30



     (a)  equals the amount, if any, credited to all Pre-Tax, After-Tax,
          Qualified Nonelective, Distribution and Rollover Accounts maintained
          on his behalf;

     (b)  equals the sum of:

          (i)    the balance in his Profit Sharing Account and his Match
                 Account multiplied by his Vested Percentage; plus

          (ii)   any distributions made to the Participant from his Profit
                 Sharing Account or Match Account since his earliest Date of
                 Hire which has not been followed by five (5) consecutive One
                 Year Breaks In Service, multiplied by his Vested Percentage;
                 and

     (c)  equals the amount of any distributions made to the Participant from
          his Profit Sharing Account or Match Account since his earliest Date of
          Hire which has not been followed by five (5) consecutive One Year
          Breaks In Service.

     2.46 Vested Percentage. The words "Vested Percentage" shall mean for any
Participant who has an Hour of Service on or after the Restatement Date, a
percentage determined on the basis of his number of Years of Vesting Service in
accordance with the following table:

<TABLE>
<CAPTION>
        Years of Vesting Service                          Vesting Percentage
        ------------------------                          ------------------
         <S>                                                      <C>
         Less than 1 year                                           0%
         1 but less than 2 years                                   20%
         2 but less than 3 years                                   40%
         3 but less than 4 years                                   60%
         4 but less than 5 years                                   80%
         5 or more years                                          100%
</TABLE>

Notwithstanding any other provision of this Plan to the contrary, upon
attainment of his Normal Retirement Date and during all periods thereafter, a
Participant shall have a Vested Percentage of one hundred percent (100%). A
Participant who incurs a Termination of Employment due to his death or
Disability shall have a Vested Percentage of one hundred percent (100%).

                                      2-20


<PAGE>   31



     A Participant shall always have a one hundred percent (100%) vested
interest in his Pre-Tax Accounts, After-Tax Accounts, Qualified Nonelective
Accounts, Distribution Accounts and Rollover Accounts, if any such
contributions are made under the Plan.

     2.47 Year of Eligibility Service. The words "Year of Eligibility Service"
shall mean for any Employee a twelve (12) month period commencing on such
Employee's Date of Hire or on the first day of any Plan Year commencing
thereafter during which the Employee has been or was previously employed by a
Participating Company or Affiliate, excluding any such Years of Eligibility
Service during which the Employee completed less than one thousand (1,000)
Hours of Service for a Participating Company or Affiliate.

     For purposes of determining a "Year of Eligibility Service," pursuant to
this Section, the initial twelve (12) month period measured from an Employee's
Date of Hire generally will overlap the first Plan Year following his Date of
Hire. Thus, if an Employee completes at least one thousand (1,000) Hours of
Service during both the initial twelve (12) month period and the overlapping
Plan Year, he shall be deemed to have two (2) Years of Eligibility Service as
of the last day of such Plan Year.

     The words "Year of Eligibility Service" shall take into account, for any
Employee with an Hour of Service on or after the Restatement Date, his service
for any one of the following predecessor or merged employers as of the
acquisition or merger date, but not in excess of five (5) years prior to such
date:

     (A)  the Company;

     (B)  Walker Information, Inc. and related companies; or

                                      2-21


<PAGE>   32



     (C)  Health Research Innovations, LLP.

     Unless otherwise provided by amendment to this Plan, if, on or after the
Restatement Date, other individuals become Employees of a Participating Company
or Affiliate through merger or acquisition, the words "Year of Eligibility
Service" shall take into account, for any such Employee, his service with the
acquired or merged employer and related entities during the five (5) year
period ending on the merger or acquisition date.

     2.48 Year of Vesting Service. The words "Year of Vesting Service" shall
mean for any Employee the number of Plan Years during which the Employee has
completed at least one thousand (1,000) Hours of Service.

     The words "Year of Vesting Service" shall take into account, for any
Employee with an Hour of Service on or after the Restatement Date, his service
for any one of the following predecessor or merged employers as of the
acquisition or merger date, but not in excess of five (5) years prior to such
date:

     (A)  the Company;

     (B)  Walker Information, Inc. and related companies; or

     (C)  Health Research Innovations, LLP.

     Unless otherwise provided by amendment to this Plan, if, on or after the
Restatement Date, other individuals become Employees of a Participating Company
or Affiliate through merger or acquisition, the words "Year of Vesting Service"
shall take into account, for any such Employee, his service with the acquired
or merged employer and related entities during the five (5) year period ending
on the merger or acquisition date.

                                      2-22


<PAGE>   33



                                   ARTICLE 3

                         ELIGIBILITY AND PARTICIPATION

     3.1 Prior Participants. Each Employee of a Participating Company who was a
Participant in this Plan immediately prior to the Restatement Date shall
continue to be a Participant.

     3.2 Eligibility. Each Employee who, on the Restatement Date, is a Covered
Employee and each Employee who becomes a Covered Employee after the Restatement
Date shall be eligible to become a Participant when he has met one of the
following requirements:

     (a)  he has completed six (6) months of Continuous Service as a Full-Time
          Employee; or

     (b)  he has completed a Year of Eligibility Service.

For purposes of this Section, an Employee shall be considered to be a
"Full-Time Employee" if he is customarily employed by a Participating Company
or Affiliate at a minimum of thirty-five (35) Hours per calendar week.

     3.3 Entry Date. Each Covered Employee who meets the requirements for
eligibility on the Restatement Date shall become a Participant as of the Entry
Date coinciding with the Restatement Date. Each Covered Employee who meets the
requirements for eligibility after the Restatement Date shall become a
Participant as of the Entry Date coincident with or next following the date he
first meets the requirements for eligibility, provided that he is then still a
Covered Employee of a Participating Company.

                                      3-1


<PAGE>   34



     3.4 Active, Inactive and Rehired Participants. A Participant shall be
considered to be an Active Participant during any period he is a Covered
Employee. If a Participant ceases to be a Covered Employee but continues to be
an Employee of a Participating Company or any Affiliate, he will be an inactive
Participant during such period of employment. An inactive Participant who again
becomes a Covered Employee shall become an Active Participant immediately upon
his again becoming a Covered Employee. If an Employee who is not a Covered
Employee or a Participant later becomes a Covered Employee, such Covered
Employee shall become an Active Participant in accordance with the rules of
Sections 3.2 and 3.3 hereof; provided, however, that he shall become an Active
Participant immediately upon his becoming a Covered Employee if he is eligible
to participate at the time of his change in status to a Covered Employee and
has passed an Entry Date following his completion of the necessary service. In
the event a Participant incurs a Termination of Employment and is later
reemployed by a Participating Company, he shall again become an Active
Participant in this Plan on the date he again becomes a Covered Employee. If a
transferred or rehired Covered Employee becomes an Active Participant pursuant
to this Section 3.4 on a date other than an Entry Date, he shall be eligible to
make an immediate election pursuant to Sections 4.1 and 5.1 to contribute to
the Plan effective in accordance with reasonable and uniform procedures
established by the Administrator.

     3.5 Waiver of Participation. Notwithstanding anything in this Plan to the
contrary, on or before first becoming eligible

                                      3-2


<PAGE>   35



to participate in the Plan, an Employee may elect to waive participation in the
Plan by a written agreement with a Participating Company. Such a waiver shall
be permanent during employment with the Company or any Participating Company.
An Employee who enters into such an agreement shall be a Contract Employee
during the term of the agreement and shall not be considered a Covered Employee
during such term.

                                      3-3


<PAGE>   36



                                   ARTICLE 4

                         EMPLOYEE PRE-TAX CONTRIBUTIONS

     4.1 Election of Pre-Tax Contributions. Pursuant to uniform rules and
procedures prescribed by the Administrator, an Active Participant may elect in
writing that a stated portion (such portion being within the limitations set
forth in Section 4.2 hereof) of his unpaid Compensation for a Plan Year be paid
by a Participating Company to the Trustee hereunder and be treated as a
contribution by the Participating Company. A Participant's election hereunder
shall be made by completing and executing a pre-tax election form. Any such
election shall become effective as of a date determined in accordance with
rules established by the Company in its sole discretion. Such election, if
timely filed with the Administrator, shall become effective as of the first pay
period of the calendar month next following the Participant's completion and
execution of said pre-tax election form. A Participant's election shall be
conditioned upon:

     (a)  his right to defer the imposition of Federal income tax on such
          deferred Compensation until a subsequent distribution of such amount
          under this Plan; and

     (b)  the Participating Company's right to deduct such amount for Federal
          income tax purposes before taking into account any contributions made
          by the Participating Company under Article 6 hereof and after taking
          into account any contributions made by the Participating Company
          under any other profit sharing, pension and stock bonus plans
          maintained by the Participating Company which meet the requirements
          of Section 401(a) of the Code.


                                      4-1


<PAGE>   37



     4.2 Amount of Pre-Tax Contributions. An Active Participant shall be
permitted to elect to have a Participating Company make contributions on his
behalf to this Plan equal to a stated portion of his unpaid Compensation from
such Participating Company for a Plan Year by means of a Compensation reduction
arrangement described in Section 4.1 hereof. Pursuant to rules issued by the
Administrator, such stated portion may be either a stated percentage, or a
stated dollar amount if such option is established by the Administrator
pursuant to uniform rules and procedures effective as of a future date, of the
Participant's Compensation. As of the Restatement Date, a Participant may
direct the Participating Company to make such contributions to the Plan in a
stated whole percentage of his Compensation for a Plan Year. The minimum and
maximum stated dollar amount or percentage which may be designated by a
Participant shall be determined by the Company in its sole discretion in a
nondiscriminatory manner. As of the Restatement Date, the percentage limits
hereunder are between one percent (1%) and twenty percent (20%) of his
Compensation. In the event that the Administrator allows Participants to elect
to defer a stated dollar amount, and if a Participant elects to have such
contributions made in such a stated dollar amount, such dollar amount may not,
as a percentage, be less than or exceed the minimum or maximum percentage,
respectively, determined in accordance with the applicable percentage limits
determined as described above.

     4.3 Revoking and Amending Elections. Any election made pursuant to Section
4.1 above shall be deemed a continuing election and shall remain in effect
unless revoked or amended by the

                                      4-2


<PAGE>   38



Participant. Any revocation or amendment of an election shall be made in such
form and manner as shall be required by the Administrator. As of the
Restatement Date, a Participant may, by filing appropriate written notice with
the Administrator:

     (a)  revoke the amount of his election at any time; or

     (b)  increase or decrease his election effective with the first pay period
          of any calendar month.

Any such revocation or amendment must be filed with the Administrator on a
timely basis in accordance with rules established by the Administrator.

     4.4 Payment to Trustee. All amounts paid by a Participating Company to the
Trustee pursuant to Section 4.1 above shall be paid not later than the date on
which such amounts can reasonably be segregated from a Participating Company's
general assets. In any event, such amounts shall be paid to the Trustee not
later than fifteen (15) business days after the close of the month which
includes the date on which such amount would otherwise have been payable to the
Participant in cash.

     4.5 Pre-Tax Account. Any amounts contributed by a Participating Company
pursuant to a Participant's election under Section 4.1 above shall be held by
the Trustee as a part of the Trust Fund created under this Plan, shall be
specifically allocated to the Participant's Pre-Tax Account for the benefit of
such Participant and shall be invested and reinvested, valued and administered
in accordance with the terms of this Plan. Any amounts credited to a
Participant's Pre-Tax Account shall be fully vested and nonforfeitable at all
times.

                                      4-3


<PAGE>   39



     4.6 Effect of Hardship Withdrawal on Pre-Tax Contributions. In the event a
Participant receives a distribution from his Pre-Tax Account as a result of
hardship as described in Article 10, such Participant's pre-tax contributions
under Section 4.1 above shall be suspended for a twelve (12) month period after
his receipt of such hardship distribution. In addition, for the taxable year of
the Participant immediately following the Participant's taxable year during
which said hardship distribution occurs, such Participant shall be barred from
making pre-tax contributions in excess of (a) minus (b) below, where:

     (a)  equals Nine Thousand Five Hundred Dollars ($9,500.00) plus any cost
          of living increase after 1997 allowable under Section 402(g) of the
          Code for such immediately following taxable year of the Participant;
          and

     (b)  equals the amount of such Participant's pre-tax contributions for the
          Participant's taxable year during which said hardship distribution is
          made.

                                      4-4


<PAGE>   40



                                   ARTICLE 5

                        EMPLOYEE AFTER-TAX CONTRIBUTIONS

     5.1 Election of After-Tax Contributions. Pursuant to uniform rules and
procedures prescribed by the Administrator, an Active Participant may elect in
writing that a stated portion (such portion being within the limitations set
forth in Section 5.2 hereof) of his unpaid Compensation for a Plan Year be paid
by a Participating Company to the Trustee hereunder and be treated as a
after-tax contribution by the Participant. A Participant's election hereunder
shall be made by completing and executing an after-tax election form. Any such
election shall become effective as of a date determined in accordance with
rules established by the Company in its sole discretion. Effective as of the
Restatement Date, such election, if timely filed with the Administrator, shall
become effective as of the first pay period of the month next following the
Participant's completion and execution of said after-tax election form. Any
such election must be filed with the Administrator on a timely basis in
accordance with rules established by the Administrator.

     5.2 Amount of After-Tax Contributions. An Active Participant shall be
permitted to elect to make after-tax contributions to this Plan equal to a
stated portion of his Compensation from such Participating Company for a Plan
Year by means of a payroll reduction arrangement described in Section 5.1
hereof. Pursuant to rules issued by the Administrator, such stated portion may
be either a stated dollar amount or a stated percentage

                                      5-1


<PAGE>   41



of the Participant's Compensation. The minimum and maximum stated dollar amount
or percentage which may be designated by a Participant shall be determined by
the Company in its sole discretion. If the Administrator allows Participants to
elect to defer a stated dollar amount, and if a Participant elects to have such
contributions made in such a stated dollar amount, such dollar amount may not,
as a percentage, be less than or exceed the minimum or maximum percentage,
respectively, determined in accordance with the applicable percentage limits
determined as described above.

     Notwithstanding the foregoing provisions of this Section, an Active
Participant may elect to make an additional single-sum contribution of
after-tax contributions to the Plan in accordance with uniform rules and
procedures established by the Administrator.

     5.3 Revoking and Amending Elections. Any election made pursuant to Section
5.1 above shall be deemed a continuing election and shall remain in effect
unless revoked or amended by the Participant. Any revocation or amendment of an
election shall be made in such form and manner as shall be required by the
Administrator. As of the Restatement Date, a Participant may, by filing
appropriate written notice with the Administrator:

     (a)  revoke the amount of his election at any time; or

     (b)  increase or decrease his election effective with the first pay period
          of any calendar month.

Any such revocation or amendment must be filed with the Administrator on a
timely basis in accordance with rules established by the Administrator.

                                      5-2


<PAGE>   42



     5.4 Payment to Trustee. All amounts designated by a Participant to be paid
the Trustee pursuant to Section 5.1 above shall be paid in cash not later than
the date on which such amounts can reasonably be segregated from a
Participating Company's general assets. In any event, such amounts shall be
paid to the Trustee not later than fifteen (15) business days after the close
of the month which includes the date on which such amount would otherwise have
been payable to the Participant in cash.

     5.5 After-Tax Account. Any amounts contributed by a Participant pursuant
to an election under Section 5.1 above shall be held by the Trustee as a part
of the Trust Fund created under this Plan, shall be specifically allocated to
the Participant's After-Tax Account for the benefit of such Participant and
shall be invested and reinvested, valued and administered in accordance with
the terms of this Plan. Any amounts credited to a Participant's After-Tax
Account shall be fully vested and nonforfeitable at all times.

     5.6 Effect of Hardship Withdrawal on After-Tax Contributions. In the event
a Participant receives a distribution from his Pre-Tax Account as a result of
hardship as described in Article 10, such Participant's after-tax contributions
under Section 5.1 above shall be suspended for a twelve (12) month period after
his receipt of such hardship distribution.

     5.7 Effect of Other Withdrawal on After-Tax Contributions. In the event a
Participant receives a distribution from his After-Tax Account or Rollover
Account as a result of in-service withdrawal pursuant to Section 10.5 hereof,
such

                                      5-3


<PAGE>   43



Participant's after-tax contributions under Section 5.1 above shall be
suspended for a twelve (12) month period after his receipt of such
distribution.

                                      5-4


<PAGE>   44



                                   ARTICLE 6

                             EMPLOYER CONTRIBUTIONS

     6.1 Employer Discretionary Contributions. For each Plan Year ending after
the Restatement Date, a Participating Company, as directed by the Company in
its sole discretion, may make an employer discretionary contribution in cash,
Shares, or other property to this Plan. A Participating Company, as directed by
the Company in its sole discretion, may divide its total contributions as
follows:

     (a)  all or a portion as profit sharing contributions which shall be
          allocated among the Profit Sharing Accounts of all Participants who
          satisfy the requirements of Section 6.2 hereof;

     (b)  all or a portion as matching contributions which shall be allocated
          among the Match Accounts of the appropriate Participants, as shall be
          determined by the Company from time to time, as set forth in Section
          6.3 hereof; and

     (c)  all or a portion as special contributions which shall be allocated
          among the Qualified Non-Elective Accounts of a nondiscriminatory
          group of less than all Participants, as shall be determined by the
          Company from time to time, as set forth in Section 6.4 hereof.

At the time that a Participating Company pays the contribution to the Trustee,
it shall specifically designate any contribution which is to be allocated as
described in Section 6.1(b) or 6.1(c) above and the group of Participants to
whom such contributions shall be allocated.

     6.2 Allocation of Profit Sharing Contributions. All of the Participating
Company contributions made pursuant to

                                      6-1


<PAGE>   45



Section 6.1(a) hereof shall be allocated among the Profit Sharing Accounts of
each Participant who:

     (a)  is credited with at least one thousand (1,000) Hours of Service as an
          Active Participant in the Plan Year; and

     (b)  is a Participant on the last day of the Plan Year.

Such contribution shall be allocated to the Profit Sharing Account of each such
eligible Participant in the same proportion as such Participant's Compensation
bears to the total of all such eligible Participants' Compensation; provided
that no contribution shall be allocated to the Profit Sharing Account of any
Participant in excess of the limitations on Annual Additions set forth in
Article 19 hereof. No profit sharing contribution shall be allocated to the
Profit Sharing Account of any Participant who did not complete at least one
thousand Hours of Service as an Active Participant in the Plan Year or who is
not a Participant as of the last day of the Plan Year.

     6.3 Allocation of Matching Contributions. All of the Participating Company
contributions made pursuant to Section 6.1(b) hereof shall be allocated among
the Match Accounts of eligible Participants pursuant to this Section 6.3. The
amount of such matching contribution, if any, shall be determined by the
Company in its discretion from time to time and shall be announced to
Participants. Such amount, if any, shall be a percentage of the amounts
contributed to the Plan for a Plan Year pursuant to such Participant's election
under Section 4.1 hereof.

     The Company may place one or more "caps" on matching contributions so that
contributions are not matched, or are matched

                                      6-2


<PAGE>   46



at a lower percentage with respect to contributions under Section 4.1 hereof
above a certain percentage of Compensation. Furthermore, the Company may
establish a "cut line" with respect to matching contributions so that a
Participant with Compensation, projected Compensation or annual rate of base
pay below the cut line or a Participant who is not a Highly Compensated
Employee may be entitled to a match which is a greater percentage, or be
entitled to a special match not available to other Participants, with respect
to some or all of the contributions made on his behalf under Section 4.1
hereof. The Company may, from time to time in its discretion, change the
percentage of match, the cap or the cut line. No amendment to this Plan shall
be required in order to change such percentage of match, such cap or such cut
line; provided, however that the Company's decision shall be subject to the
following limitations:

     (a)  the percentage of pre-tax contributions, made pursuant to a
          Participant's election under Section 4.1 hereof, which is matched for
          Participants at or above the cut line shall not exceed the percentage
          of pre-tax contributions which is matched for Participants below the
          cut line; and

     (b)  the level of the match made for Participants at or above the cut line
          shall not exceed the level of the match made for Participants below
          the cut line.

     Notwithstanding the foregoing provisions of this Section, no matching
contribution shall be made in excess of the contribution percentage limit
described in Section 7.4 hereof nor with respect to any contribution made by a
Participating Company pursuant to Section 4.1 due to a Participant's election
thereunder

                                      6-3


<PAGE>   47



to the extent such Participating Company contribution pursuant to Section 4.1
is:

     (i)    in excess of the dollar limit described in Section 7.2 hereof;

     (ii)   in excess of the deferral percentage limit described in Section 7.3
            hereof; or

     (iii)  in excess of the multiple use limit described in Section 7.5
            hereof.

     6.4 Allocation of Qualified Nonelective Contributions. All of the
Participating Company contributions made pursuant to Section 6.1(c) hereof
shall be allocated among the Qualified Nonelective Accounts of eligible
Participants pursuant to this Section 6.4. A Participating Company may make
qualified nonelective contributions to the Plan for any Plan Year in an amount
determined by the Company from time to time. The contributions, if any, shall
be allocated to the Qualified Nonelective Accounts of some or all of the
Participants who are non-Highly Compensated Employees in such manner as the
Company shall designate at the time any such contributions are made to the
Plan. Such allocations shall be made in accordance with a method acceptable for
corrections under Sections 401(k) or 401(m) of the Code.

     6.5 Payment to Trustee. The Participating Companies shall make the
contributions specified in Section 6.1 hereof to the Trustee not later than the
last day upon which the Participating Company may make a contribution under
this Plan and secure under the Code a deduction of such contributions in the
computation of its Federal income taxes for the Taxable Year for which such

                                      6-4


<PAGE>   48



contributions are made except as otherwise permitted by law. Nothing contained
herein shall preclude a Participating Company from making more than one profit
sharing, matching or qualified nonelective contribution to the Plan for any
Plan Year provided that the last of such contributions is made by the date set
forth above.

     6.6 Crediting to Accounts. Any amounts, Shares or other property
contributed by a Participating Company pursuant to this Article shall be held
by the Trustee as a part of the Trust Fund created under this Plan and shall be
specifically allocated to the following Accounts:

     (a)  a profit sharing contribution, made pursuant to Section 6.1(a)
          hereof, shall be allocated to the Participant's Profit Sharing
          Account;

     (b)  a matching contribution, made pursuant to Section 6.1(b) hereof,
          shall be allocated to the Participant's Match Account;

     (c)  a qualified nonelective contribution, made pursuant to Section 6.1(c)
          hereof, shall be allocated to the Participant's Qualified Nonelective
          Account;

for the benefit of such Participant and shall be invested and reinvested,
valued and administered in accordance with the terms of this Plan. Profit
sharing and matching contributions shall be subject to the vesting schedule
described in Section 2.46 hereof; qualified nonelective contributions shall be
immediately 100% vested and nonforfeitable.

                                      6-5


<PAGE>   49



                                   ARTICLE 7

                  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

     7.1 Contributions Are Subject to Limitations. The amount and allocation of
contributions and the allocation of forfeitures under this Plan shall be
subject to several limitations. Those limitations shall be as follows:

     (a)  pre-tax contributions made to the Plan pursuant to a Participant's
          deferral election under Article 4 of the Plan shall be subject to the
          individual dollar limit described in Section 7.2 hereof;

     (b)  pre-tax contributions made to the Plan pursuant to a Participant's
          deferral election under Article 4 of the Plan (plus, to the extent
          permitted by law, matching contributions made to the Plan pursuant to
          Section 6.3 hereof, plus special contributions allocated to a
          Participant's Match Account pursuant to Section 6.4 hereof, if
          aggregation of such amounts for this purpose is elected by the
          Company) shall be subject to the deferral percentage limit set forth
          in Section 7.3 hereof;

     (c)  after-tax and matching contributions made to the Plan shall be
          subject to the contribution percentage limit set forth in Section 7.4
          hereof, separately (except as otherwise provided in said Section 7.4)
          from amounts deferred pursuant to Section 4.1 hereof;

     (d)  The contributions described in paragraphs (b) and (c) above shall be
          subject to the limit on "multiple use" set forth in Section 7.5
          hereof;

     (e)  All contributions made pursuant to Article 4 and Article 6 of the
          Plan shall, in the aggregate, be subject to the deductibility limit
          set forth in Section 7.6 hereof; and

     (f)  The allocation of all of the foregoing contributions and the
          allocation of all forfeitures shall, in the aggregate, be subject to
          the limitation on Annual Additions set forth in Article 19 hereof.

                                      7-1


<PAGE>   50



     For purposes of this Article the rules and procedures set forth below in
this Section shall apply:

     (1)  For purposes of determining a Participant's actual deferral and
          actual contribution percentages pursuant to Sections 7.3 and 7.4
          hereof, all elective contributions (or employee and matching
          contributions, as appropriate) that are made under two (2) or more
          plans that are aggregated for purposes of Sections 401(a)(4) or
          410(b) (other than Section 410(b)(2)(A)(ii)) of the Code shall be
          treated as made under a single plan.

     (2)  If two (2) or more plans are permissively aggregated for purposes of
          Section 401(k) or 401(m) of the Code, the aggregated plans shall also
          satisfy Sections 401(a)(4) and 410(b) of the Code as though they were
          a single plan.

     (3)  The contribution percentage of any Highly Compensated Employee shall
          be determined by treating all plans maintained by the Participating
          Companies or any Affiliate that are subject to Section 401(k) or
          401(m) of the Code (other than those that may not be permissively
          aggregated) as a single plan.

     7.2 The Dollar Limit. The amount of the Participating Company contribution
under Article 4 of the Plan with respect to the taxable year of a Participant
made pursuant to a Participant's deferral election plus similar amounts
contributed on a similar basis by any other employer (whether or not related to
a Participating Company) required by law to be aggregated with such
contributions under this Plan shall not exceed Nine Thousand Five Hundred
Dollars ($9,500.00) plus any increase for cost-of-living after 1997 as
determined from time to time pursuant to regulations issued by the Secretary of
the Treasury or his delegate pursuant to Section 415(d) of the Code. In the
event that the contributions pursuant to Section 4.1 of the Plan for a
Participant's taxable year exceed such limit, the excess contributions together
with any

                                      7-2


<PAGE>   51



earnings allocable to such excess contributions shall be refunded to the
Participant by the April 15th next following the close of such taxable year.
The amount of any such refund shall be debited to the Participant's Pre-Tax
Account.

     In the event that the Administrator shall receive notice from a
Participant by the March 1 next following the close of a Participant's taxable
year that the contributions on behalf of the Participant under Section 4.1
hereof together with similar contributions under plans of other employers shall
have exceeded such limit, the Administrator shall cause the amount of excess
contributions specified by the Participant together with any earnings allocable
to such excess contributions to be refunded to the Participant by the April
15th next following the receipt of such notice. The amount of any such refund
shall be debited to the Participant's Pre-Tax Account.

     7.3 Deferral Percentage Limit. The contributions made for a Plan Year
pursuant to an Active Participant's deferral election under Section 4.1 hereof
shall be limited so that the average deferral percentage for the Active
Participants who are Highly Compensated Employees shall not exceed an amount
determined based upon the average deferral percentage for the Active
Participants who are not Highly Compensated Employees, as follows:

                                      7-3


<PAGE>   52



<TABLE>
<CAPTION>
      (A)                                                     (B)
<S>                                                     <C>
Average Deferral                                        Limit on Average
Percentage for Active                                   Deferral Percentage for
Participants who are                                    Highly Compensated
not Highly Compensated                                  Active Participants
- ----------------------                                  -------------------
Less than 2%                                            2 times Column (A)
2% or more but less than 8%                             Column (A) plus 2%
8% or more                                              1.25 times Column (A)
</TABLE>

For purposes of the foregoing, the "deferral percentage" for an Active
Participant for any Plan Year shall equal a fraction, the numerator of which
shall equal the total of the contributions made on his behalf for such Plan
Year pursuant to Article 4 hereof plus, to the extent the Company shall elect,
all or a portion of qualified nonelective contributions made on his behalf for
such Plan Year pursuant to Article 6 hereof, and the denominator of which shall
equal his Testing Compensation for such Plan Year.

     7.4 Contribution Percentage Limit. The contributions made for a Plan Year
as qualified nonelective contributions pursuant to Article 6 hereof which are
not used to satisfy the average deferral percentage test set forth in Section
7.3 above shall be limited so that the average contribution percentage for the
Active Participants who are Highly Compensated Employees shall not exceed an
amount determined based upon the average contribution percentage for the Active
Participants who are not Highly Compensated Employees in accordance with the
table set forth in Section 7.3 hereof. For purposes of the foregoing, the
"contribution percentage" for an Active Participant for any Plan Year shall
equal a fraction, the numerator of which shall equal the total of the
contributions made by the Participant for such Plan

                                      7-4


<PAGE>   53



Year as after-tax contributions pursuant to Article 5 hereof, plus the total of
the contributions made on his behalf for the Plan Year as matching
contributions pursuant to Article 6 hereof, qualified nonelective pursuant to
Article 6 hereof which are not used to satisfy the average deferral percentage
test set forth in Section 7.3 above, and the denominator of which shall equal
his Testing Compensation. All other terms used in this Section shall have the
meanings set forth in Section 7.3 hereof. If, for any Plan Year, the Plan
satisfies the requirements of Section 7.3 hereof, then the Company may elect,
in such manner as the Secretary of the Treasury or his delegate may provide, to
take into account as additional amounts for purposes of this Section, amounts
contributed to the Plan pursuant to a Participant's election under Section 4.1
hereof.

     7.5 Multiple Use Limit. If both the average deferral percentage and the
average contribution percentage of the Active Participants who are Highly
Compensated Employees exceeds one and twenty-five hundredths (1.25) multiplied
by the corresponding average deferral percentage or average contribution
percentage of the Active Participants who are not Highly Compensated Employees,
then either:

     (a)  the pre-tax contributions made for a Plan Year pursuant to a
          Participant's deferral election under Section 4.1, plus the after-tax
          contributions made by the Participant pursuant to Section 5.1,and the
          matching contributions made for such Plan Year shall be limited so
          that the sum of the average deferral percentage and the average
          contribution percentage for the Active Participants who are Highly
          Compensated Employees does not exceed the "aggregate limit;" or

     (b)  a Participating Company may make qualified nonelective contributions
          to the Plan pursuant to

                                      7-5


<PAGE>   54



          Section 6.4 hereof so as to enable the average deferral percentage or
          the average contribution percentage, or both, of the Active
          Participants who are Highly Compensated Employees not to exceed one
          and twenty-five hundredths (1.25) multiplied by the corresponding
          average deferral percentage or average contribution percentage of the
          Active Participants who are not Highly Compensated Employees for the
          Plan Year.

     The "aggregate limit" is equal to the greater of (a) and (b) below where:

     (a)  equals the sum of (i) and (ii) below, where:

          (i)    equals 1.25 times the greater of the deferral percentage or
                 the contribution percentage for the Active Participants who
                 are non-Highly Compensated Employees; and

          (ii)   equals two (2) percentage points plus the lesser of the
                 deferral percentage or the contribution percentage for the
                 Active Participants who are non-Highly Compensated Employees.
                 In no event, however, shall this amount exceed twice the
                 lesser of the deferral percentage or the contribution
                 percentage for the Active Participants who are non-Highly
                 Compensated Employees; and

     (b)  equals the sum of (i) and (ii) below, where:

          (i)    equals 1.25 times the lesser of the deferral percentage or the
                 contribution percentage for the Active Participants who are
                 non-Highly Compensated Employees; and

          (ii)   equals two (2) percentage points plus the greater of the
                 deferral percentage or the contribution percentage for the
                 Active Participants who are non-Highly Compensated Employees.
                 In no event, however, shall this amount exceed twice the
                 greater of the deferral percentage or the contribution
                 percentage for the Active Participants who are non-Highly
                 Compensated Employees.

     7.6 Deductibility Limit. In no event shall the amount of all contributions
by a Participating Company pursuant to Article 6 hereof, together with all
amounts contributed by such

                                      7-6


<PAGE>   55



Participating Company to the Trustee pursuant to Participants' elections under
Section 4.1 hereof, exceed the maximum amount allowable as a deduction under
Section 404(a)(3) of the Code or any statute of similar import, including the
amount of any contribution carryforward allowable under said Section 404(a)(3).
This limitation shall not apply to contributions which may be required in order
to provide the minimum contributions described in Article 18 for any Plan Year
in which this Plan is top-heavy. Nor shall this limitation apply to
contributions which may be required in order to recredit the Account of any
rehired Participant whose Account is to be recredited with previously forfeited
amounts as described in Section 12.5 hereof.

     7.7 Distribution of Excess Contributions. In the event that the
limitations set forth in Sections 7.2, 7.3, 7.4 or 7.5 shall be exceeded, the
Administrator may, in addition to or in lieu of making qualified nonelective
contributions to the Plan pursuant to Section 6.4 hereof, take action to reduce
future contributions made pursuant to Section 4.1 and Article 6 hereof as
appropriate. Such reduction may include a reduction in the future rate of
pre-tax contributions pursuant to Section 4.1 hereof of any Participant who is
a Highly Compensated Employee pursuant to any legally permissible procedure. In
the event that such action shall fail to prevent the excess, prior
contributions made pursuant to Section 4.1 hereof, plus any income and minus
any losses allocable thereto to the date of distribution, shall be distributed
to the affected Participant on whose behalf such contribution was made.

                                      7-7


<PAGE>   56



     In the event of a distribution of pre-tax contributions, any Participating
Company matching contribution related to such distributed pre-tax contribution
shall be forfeited by the affected Participants on a pro rata basis. Such
matching contributions shall be returned to the Participating Company or shall
be used to reduce Participating Company matching contributions for other
Participants, as the Company shall elect, and the Match Account of such
Participant shall be debited with the amount of such returned distribution.

     In the event that distributions must be made in order to bring the Plan
into compliance with Section 7.3, 7.4 or 7.5 hereof, the Administrator shall
reduce the dollar amount of deferrals of Participants who are Highly
Compensated Employees in descending order, beginning with the Highly
Compensated Employee(s) with the highest total deferral, until such limitations
have been satisfied to the extent required by law.

     Any Participant whose deferral or contribution amount is reduced pursuant
to this Section for any Plan Year shall have the portion of the amounts
contributed pursuant to Article 4 or 5 hereof for such Plan Year which exceeds
such reduced percentage plus any income allocable to such excess deferrals and
contributions during such Plan Year distributed to him within two and one-half
(2-1/2) months after the end of such Plan Year. If such excess amounts are not
distributed within said two and one-half (2-1/2) month period, a ten percent
(10%) excise tax on such excess amount shall be imposed on the Company. Excess
deferrals

                                      7-8


<PAGE>   57


and contributions shall be treated as Annual Additions under Article 19 of
the Plan.

                                      7-9
<PAGE>   58
                                   ARTICLE 8

                  INVESTMENT FUNDS AND DIRECTION OF INVESTMENT

     8.1 Permitting Direction of Investments. The Company may direct that
Participants, former Participants and Beneficiaries be permitted to direct the
investment of all or certain of their Accounts under the Plan in such media,
whether limited or unlimited, as shall be designated by the Company, from time
to time, subject to the limitations hereinafter set forth in this Article. Any
direction of the Company, pursuant to this Section, shall apply to all
Participants, former Participants and Beneficiaries in a uniform and
nondiscriminatory manner. In the event the Company directs that Participants,
former Participants and Beneficiaries be permitted to direct the investment of
certain of their Accounts, the Company shall notify the Participants, former
Participants and Beneficiaries of such fact. If the Company shall determine
that the Plan should comply with the provisions of Section 404(c) of ERISA
insofar as is practical, it shall direct that appropriate steps be taken in
furtherance thereof.

     8.2 Investment Funds. The investment funds which may be selected by the
Company shall include, but not be limited to, the following:

     (a)  Money Market Funds;

     (b)  Mutual Funds;

     (c)  Equity Funds;

     (d)  Fixed Income Funds;

     (e)  Any pooled investment fund established by a bank;

                                      8-1


<PAGE>   59




     (f)  Any insurance company's general account; and

     (g)  Any special account established and maintained by any insurance
          company.

The Company shall have the sole discretion to determine the number of
investment funds to be maintained hereunder and the nature of the funds and may
change or eliminate the funds provided hereunder from time to time, except that
if individual direction of investments is permitted, and if compliance with
Section 404(c) is to be pursued, the number of such funds shall not be less
than three (3), and of the funds selected, at least three (3) shall be
diversified and have materially different risk and return characteristics, as
determined by the Company.

     8.3 Procedures for Direction of Investment. A Participant, former
Participant or Beneficiary, by written direction to the Administrator or such
other procedures as shall be established by the Administrator from time to
time, shall direct the investment of amounts contributed on his behalf in the
investment funds described in Section 8.2 and in such other funds as may be
established by the Company hereunder; provided, however, that any such
individual's investment selections shall be made in accordance with such other
rules as are established by the Administrator from time to time in its sole
discretion including rules requiring that investment selections be made in
percentage increments. Any rules established by the Administrator pursuant to
this Section shall apply to all Participants, former Participants and
Beneficiaries in a uniform and nondiscriminatory manner. In the event that a
Participant, former Participant or Beneficiary

                                      8-2


<PAGE>   60



does not direct the investment of amounts credited to his Accounts, such
amounts shall be invested in a default fund designated by the Company which
shall be a stable value type of fund.

     Notwithstanding anything to the contrary in this Article, the Company,
Plan Administrator and Trustee may decline to follow any investment direction
which, if implemented:

     (a)  would not be in accordance with the Plan documents;

     (b)  would cause the indicia of ownership of Plan assets to be maintained
          outside the jurisdiction of the United States District Courts;

     (c)  would jeopardize this Plan's tax-qualified status;

     (d)  could result in a loss in excess of the balance of the Participant's,
          former Participant's, or Beneficiary's Accounts;

     (e)  would cause this Plan to engage in:

          (i)    a sale or exchange with a Participating Company or Affiliate
                 (except as with respect to certain qualifying employer
                 securities as defined in Section 407(d)(5) of ERISA which meet
                 the requirements of Section 408(e) of ERISA and 29 CFR
                 Section 2550.404c-1(d)(2)(ii)(E)(4));

          (ii)   a lease between this Plan and a Participating Company or
                 Affiliate or a loan to a Participating Company or Affiliate;

          (iii)  acquisition or sale of real property of a Participating
                 Company or Affiliate; or

          (iv)   acquisition or sale of securities of a Participating Company
                 or Affiliate other than certain qualifying employer securities
                 as defined in Section 407(d)(5) of ERISA which meet the
                 requirements of Section 408(e) of ERISA and 29 CFR
                 Section 2550.404c-1(d)(2)(ii)(E)(4);

     (f)  would result in a prohibited transaction within the meaning of
          Section 4975 of the Code or Section 406 of ERISA; or

     (g)  would generate income taxable to this Plan.

                                      8-3


<PAGE>   61




     8.4 Change of Direction of Investment. All directions as to the investment
of his Accounts by Participants, former Participants and Beneficiaries shall be
deemed to be continuing directions until they shall have been changed. A
Participant, former Participant or Beneficiary may change his direction of
investment at such times and upon such notice as the Administrator, from time
to time, may require. Each Participant, former Participant or Beneficiary shall
indicate whether any change in investment direction shall apply only to
contributions made to this Plan on his behalf following such change or whether
such change shall also operate to change the investment of amounts already
credited to his Accounts. If a procedure for daily change of investment is
offered by the Administrator, such direction of investment may be changed on a
daily basis, such change generally to be effective as of the day of change, but
subject to reasonable administrative delays.

     8.5 Transfer of Funds Between Investment Options. If a Participant, former
Participant or Beneficiary has made a proper change of investment direction
pursuant to Section 8.4 hereof with respect to amounts already credited to his
Accounts, the Trustee shall transfer amounts from one investment fund to
another to accomplish such change of investment.

     8.6 Valuation of Investment Funds. Any investment fund established
pursuant to this Article shall be valued and adjusted according to the
procedures set forth in Article 9 hereof as a separate Trust Fund. It is
intended that this Section operate to adjust each investment fund to reflect
all income attributable to

                                      8-4


<PAGE>   62



each such fund and changes in the value of each such fund's assets, as the case
may be, as of any Valuation Date.

     8.7 Maintenance of Company Stock Fund. Effective as of the Restatement
Date, or as soon as convenient thereafter, the Trustee shall establish and
maintain a Company Stock Fund within the Trust Fund. Such Fund shall be an
investment fund as described in Section 8.2 hereof. Furthermore, any matching
or other contributions made by the Participating Companies in Shares or in cash
with a direction that it be used to purchase Shares shall initially be
allocated to the Company Stock Fund.

     8.8 Investment of Company Stock Fund. The Company Stock Fund shall be
invested exclusively in Shares, except that the Trustee may retain an amount of
cash sufficient to pay out any fractional Shares or small Share balances which
Participants may be entitled to on distribution of their Accounts. Any monies,
contributed by the Participating Companies or received pursuant to cash
dividends paid on or cash distributions made with respect to Shares held by the
Trustee, shall be invested in Shares as soon as reasonably possible after their
receipt. The Company shall not be obligated to sell any Shares to the Trustee,
but may do so in the sole discretion of its stockholders or Board of Directors,
as the case may be, out of authorized but unissued Shares, treasury Shares or
Shares previously issued and reacquired by the Company. In order to ensure the
availability of Shares for purchase by the Trustee, the Trustee may, at the
direction of the Committee, enter into an agreement to purchase Shares with, or
acquire an option to

                                      8-5


<PAGE>   63



purchase Shares from, such person or persons, including the Company, its
Directors or officers, as the Committee shall select.

     Notwithstanding the foregoing provisions of this Section, the Company
Stock Fund shall be invested in Shares only while Shares (i) constitute
"qualifying employer securities," as such term is defined in Section 4975 of
the Code and Section 407(d) of ERISA and (ii) are available and (iii) have not
been disposed of pursuant to a Participant vote or merger as provided in
Section 8.9 hereof.  At any such time such investment may constitute more than
ten percent (10%), and as much as one hundred percent (100%), of the fair
market value of the assets of the Trust Fund and as much as one hundred percent
(100%) of the fair market value of the assets of the Company Stock Fund.

     If the Shares cease to be "qualifying employer securities," cease to be
available, or are either sold pursuant to a Participant vote or converted to
cash in a merger described in Section 8.9 hereof, proceeds from the disposition
of Shares, or amounts which otherwise would be invested in Shares, shall be
invested in investment funds otherwise selected by the Company pursuant to
Section 8.2 hereof. Initially, such amounts shall be invested as follows:

     (a)  if an affected Participant, former Participant or Beneficiary is
          directing the investment of his Accounts pursuant to Section 8.3
          hereof, such amounts shall be invested in accordance with the
          direction in effect for the investment of new contributions or, if no
          such election is in effect with respect to the investment of new
          contributions, but an election is in effect with respect to the
          investment of existing Account balances, then in accordance with such
          election; or


                                      8-6


<PAGE>   64



     (b)  if an affected Participant, former Participant or Beneficiary is not
          directing the investment of his Accounts pursuant to Section 8.3
          hereof, such amounts shall be invested in the default fund designated
          by the Company pursuant to Section 8.3 hereof; or

     (c)  if the Company is not permitting Participants, former Participants or
          Beneficiaries to direct the investment of their Accounts pursuant to
          Section 8.3 hereof, then the amounts shall be invested in the
          discretion of the person directing such investment.

     Following the initial investment of such amounts, the investment thereof
shall be subject to the provisions otherwise applicable to the investment of
Accounts hereunder.

     8.9 Contributions Conditioned on Qualification. This Plan has been
established and contributions will be made hereto on the express condition that
it initially be and remain a qualified plan under Section 401(a) of the Code.
It is intended that the Participating Companies, Participants and Beneficiaries
be entitled to the benefits of the special provisions of the Code and ERISA
which are applicable to qualified plans including:

     (a)  deduction of employer contributions pursuant to Section 404 of the
          Code;

     (b)  deduction of 401(k) contributions pursuant to Section 401(k) of the
          Code;

     (c)  deferral of tax to plan Participants until receipt of distributions
          from the Plan pursuant to Section 402 of the Code;

     (d)  special income averaging provisions applicable to lump sum
          distributions from the Plan pursuant to Section 402(e) of the Code;
          and

     (e)  exemption of the Trust Fund from taxation under Section 501(a) of the
          Code;

                                      8-7


<PAGE>   65



and this Plan is expressly conditioned upon the initial and continued
qualification of this Plan for such benefits.

     Because the sale or exchange of the Shares held by this Plan could result
in the violation of Section 411(d)(6) of the Code, disqualification of this
Plan as a qualified plan and in the loss to the Participating Companies,
Participants and Beneficiaries of the beneficial provisions of the Code and
ERISA described above, the Trustee is hereby expressly forbidden from selling
or exchanging any of the Shares held in the Trust Fund except as follows:

     (i)    the Trustee can sell Shares solely for the purpose of making
            distributions of cash in lieu of fractional Shares or to distribute
            Share balances pursuant to Section 15.2 hereof;

     (ii)   except as provided in (i) above, the Trustee may sell or exchange
            Shares only if:

            (A)  the Participant to whose Account the Shares are allocated under
                 this Plan directs the sale or exchange of the Shares; or

            (B)  the Company directs that the Company Stock Fund be eliminated.

     The foregoing provisions of this Section shall not apply to a proposed
merger of the Company with another corporation, and the proposed merger shall
not be deemed a proposed sale or exchange. In the event that a merger of the
Company with another corporation is proposed, the Trustee shall provide each
Participant with Shares in his Account with the opportunity to exercise his
statutory appraisal rights pursuant to Section 8.11 hereof. The Committee shall
instruct the Trustee to vote the Shares as the Committee shall determine except
that the Shares held in the

                                      8-8


<PAGE>   66



Account of any Participant who elects to exercise statutory appraisal rights
shall not be voted in favor of the merger.

     The Trustee shall vote Shares and perfect appraisal rights pursuant to
such directions. Following a merger in which the Trustee receives cash for
Shares, the cash shall be invested as provided in Section 8.9 hereof. Following
a merger in which the Trustee receives other stock for Shares, the stock shall
be held or disposed pursuant to Section 8.9 hereof depending on whether it is a
"qualifying employer security."

     8.10 Purchase, Sale and Voting of Shares. Except to the extent that this
Plan contains specific direction to the Trustee with respect to the purchase,
sale or voting of Shares, such Trustee shall purchase Shares or sell or vote
Shares held in the Trust Fund only in accordance with the directions of the
Committee. This provision shall apply to Shares to be acquired other than
either (i) indirectly by virtue of being held by an investment fund as referred
to in Section 8.2 hereof, or (ii) pursuant to Participant or Beneficiary
direction, or (iii) as a contribution of Shares or as a contribution of cash
with a direction that it be used to purchase Shares.

     8.11 Appraisal Rights. In the event that the stockholders of the Company
are requested to approve a transaction which gives rise to appraisal rights
under applicable State law, the Trustee shall notify the Participants of the
procedure required in order to perfect their appraisal rights and request
directions with respect to whether they wish to exercise such appraisal rights.
Unless the Trustee shall receive notice of a Participant's

                                      8-9


<PAGE>   67



election to perfect his appraisal rights within the time period specified by
the Trustee for such notice, the Trustee shall have no duty to preserve such
appraisal rights.

     To the extent that any such Participants shall direct the Trustee to
perfect their appraisal rights, the Trustee shall debit their Accounts by the
number of Shares credited to their Accounts at the time of the transaction and
shall segregate on their behalf an equivalent number of Shares. Such segregated
Shares shall be surrendered to the Company upon the settlement of the claim for
appraisal rights. The amount paid to the Trustee with respect to appraisal
rights shall be allocated among the Participants who had directed the Trustee
to perfect their appraisal rights in proportion to the number of Shares
allocated to their Accounts at the time of the transaction. Their Accounts
shall thereupon be credited with a number of Shares equal to the amount
allocated to each of them divided by the fair market value of one (1) Share
determined at the time of the receipt of the settlement of their appraisal
rights. The amounts received in settlement of appraisal rights shall be
invested, as provided in Section 8.9 hereof, as soon as reasonably possible
after their receipt in accordance with Section 8.9 hereof. The mere fact that a
Participant is pursuing his appraisal rights with respect to a transaction
shall not prevent him from continuing to be a Participant hereunder nor shall
it prevent him from being entitled to have Shares credited to his Match Account
in accordance with Article 6 hereof.

     8.12 Interim Investments. Pending investment in Shares pursuant to Section
8.9, the Trustee may invest and reinvest any

                                      8-10


<PAGE>   68



monies received by it in short-term money market investments including
short-term corporate, individual or government obligations, whether secured or
unsecured, time or savings deposits of the Trustee or any parent or Affiliate
thereof if such deposits bear a reasonable rate of interest or of any bank,
trust company, or savings and loan institution, which deposits may, but need
not be, guaranteed by the Federal Deposit Insurance Corporation, or in shares
of any Regulated Investment Company, in units of any common trust fund or in
partnership interests of any partnership which Regulated Investment Company,
common trust fund or partnership invests in such short-term money market
instruments and deposits.

                                      8-11


<PAGE>   69
                                   ARTICLE 9

                                    ACCOUNTS

     9.1 Establishment of Accounts. Upon an Employee's becoming a Participant,
the Administrator shall notify the Trustee and provide the Trustee with such
information concerning said Participant as the Trustee may require. Upon being
notified by the Administrator that an Employee has become a Participant, the
Trustee shall establish a Profit Sharing Account in the name of such
Participant. At such time as a Participant makes a pre-tax contribution
pursuant to Section 4.1 hereof, the Trustee shall establish a Pre-Tax Account
and Match Account on behalf of such Participant. At such time as a qualified
nonelective contribution is made on behalf of a Participant pursuant to Section
6.4 hereof, the Trustee shall establish a Qualified Nonelective Account on
behalf of such Participant. If a Participant's employment shall terminate for a
reason other than his death, Disability or retirement, a Distribution Account
shall be established for him pursuant to Article 12 hereof. At such time as a
Participant has amounts transferred to this Plan pursuant to Article 20 hereof,
the Trustee shall establish a Rollover Account on behalf of such Participant.

     9.2 Crediting Accounts. The said Accounts shall be credited with
contributions in the amounts specified in Articles 4, 5 and 6 hereof, shall be
credited or debited with the income, gains or losses of the Trust Fund pursuant
to this Article, and shall be debited with the amount of any withdrawals or
distributions made

                                      9-1


<PAGE>   70



from such Accounts pursuant to Articles 10, 11, 12, 13 or 14 hereof. All such
credits and debits to the Accounts of a Participant shall be made as of the
dates specified in the appropriate Sections of this Plan.

     9.3 Valuation of Assets. As of each Valuation Date and on such other dates
as the Administrator, in its sole discretion, may designate pursuant to Section
9.5 hereof, the Trustee shall evaluate all assets of the Trust Fund. The
Trustee shall use the fair market values of securities or other assets in
making said determination. The Trustee shall then subtract from the total value
of the assets of said Trust Fund the total of all Accounts as of said Valuation
Date. Each such Account shall be credited with that portion of the excess of
the value of the assets over the total of all such Accounts which bears the
same relationship to the total of such excess as (a) bears to (b), where:

     (a)  equals the amount credited to said Account; and

     (b)  equals the total amounts credited to all Accounts. The amount credited
          to each Account shall be reduced in similar proportion in the event
          the total of all Accounts as of said date exceeds the total value of
          all assets of the Trust Fund as of said Valuation Date. It is intended
          that this paragraph operate to distribute among all such Accounts in
          the Trust, all income of the Trust Fund and changes in the value of
          the Trust Fund's assets, as the case may be. The Administrator and the
          Trustee may adopt such rules as they deem appropriate to credit
          pre-tax contributions and matching contributions or other
          contributions which were received periodically through the valuation
          period with an appropriate

                                      9-2


<PAGE>   71



          percentage of the income, gains and losses of the Trust Fund's assets.

     Notwithstanding the foregoing provisions of this Section, if the assets of
the Trust Fund are invested either with an institutional Trustee or with an
Investment Manager or other professional money manager which maintains a
procedure for allocating investment earnings and losses to Accounts utilizing
the fair market value of assets, the Trustee may direct that such method be
used in lieu of the procedures hereinbefore described.

     9.4 Valuation of Investment Funds. If separate investment funds have been
established under Article 8 hereof, the Trustee shall proceed as described in
Section 9.3 above but on an investment fund by investment fund basis. It is
intended that this Section operate to distribute among all Accounts invested in
a particular investment fund all income of such fund allocable to the Trust and
changes in the value of the fund's assets, as the case may be. The adjustments
in the amounts credited to such Accounts shall be deemed to have been made as
of said Valuation Date.

     9.5 Interim Valuation of Assets. In addition to or in lieu of the
Valuation Dates set forth in Section 9.3 hereof, the Administrator, in its sole
discretion, may instruct the Trustee to make an interim valuation of assets of
the Trust Fund. In exercising its discretion as to whether to instruct the
Trustee to evaluate the assets of the Trust Fund, the Administrator shall
consider the following factors:

     (a)  the expense of any such interim valuation;

                                      9-3


<PAGE>   72



     (b)  the length of time involved in making any such interim valuation and
          the resulting delay in making any distributions from the Trust Fund;

     (c)  the magnitude of the estimated change in the value of the assets of
          the Trust Fund; and

     (d)  the size of any distribution or distributions involved.

     Upon instruction by the Administrator, the Trustee shall evaluate the
assets of the Trust Fund and adjust all the Accounts of the Plan in accordance
with the methods and procedures contained in Section 9.3 or 9.4 hereof as of
the date specified by the Administrator.

                                      9-4


<PAGE>   73



                                   ARTICLE 10

                      HARDSHIP AND IN-SERVICE WITHDRAWALS

     10.1 Hardship Distributions. Subject to uniform rules and procedures as
the Administrator may prescribe, in case of hardship, a Participant may apply
to the Administrator for a hardship distribution. For purposes of this Section,
a distribution shall be on account of hardship only if the distribution is made
on account of an immediate and heavy financial need, described in Section 10.2
below, and is necessary, as described in Section 10.3 below, to satisfy such
need. Such distribution may be made only from amounts specified in Section 10.4
below. The minimum amount of any hardship distribution made hereunder shall be
One Thousand Dollars ($1,000.00)

     10.2 Immediate and Heavy Financial Need. A distribution will be made on
account of an immediate and heavy financial need of the Participant only if the
distribution is on account of:

     (a)  expenses for medical care described in Section 213(d) of the Code
          previously incurred by the Participant, the Participant's spouse, or
          any dependents of the Participant (as defined in Section 152 of the
          Code) or amounts necessary for such persons to obtain medical care
          described in such Section 213(d);

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

     (c)  payment of tuition, related educational fees, and room and board
          expenses, for the next twelve (12) months of post-secondary education
          for the Participant, the Participant's spouse, children, or
          dependents (as defined in Section 152 of the Code); or

                                      10-1


<PAGE>   74



     (d)  payment necessary to prevent the eviction of the Participant from his
          principal residence or foreclosure on the mortgage of the
          Participant's principal residence.

     10.3 Determination of An Amount Necessary to Satisfy an Immediate and
Heavy Financial Need. A distribution will be deemed necessary to satisfy an
immediate and heavy financial need of a Participant only if all of the
following requirements are satisfied:

     (a)  the distribution is not in excess of the amount of the immediate and
          heavy financial need of the Participant, including any amounts
          necessary to pay any Federal, state or local income taxes or
          penalties reasonably anticipated to result from such distribution;

     (b)  the Participant has obtained all distributions, other than hardship
          distributions, and all nontaxable (at the time of the loan) loans
          currently available under all plans maintained by the Participating
          Companies or any Affiliate;

     (c)  the Plan and all other plans maintained by Participating Companies or
          any Affiliate provide that the Participant may not make pre-tax
          contributions for the Participant's taxable year immediately
          following the taxable year of the Participant during which said
          hardship distribution occurs in excess of the applicable limit under
          Section 402(g) of the Code for such next taxable year of the
          Participant less the amount of such Participant's pre-tax
          contributions for the taxable year of the Participant during which
          said hardship distribution occurs; and

     (d)  the Participant is prohibited, under the terms of the Plan and all
          other plans maintained by the Participating Companies or any
          Affiliate (or other legally enforceable agreement), from making pre-
          tax, other elective contributions and voluntary after tax
          contributions to the Plan and such other plans for at least twelve
          (12) months after receipt of the hardship distribution. For this
          purpose the phrase "all other plans" includes a stock option, stock
          purchase or similar plan or a cash or deferred arrangement that is
          part of a cafeteria plan within the meaning of Section 125 of the
          Code.

                                      10-2


<PAGE>   75



          The phrase "all other plans" does not include a health or welfare
          benefit plan including one that is part of a cafeteria plan within
          the meaning of Section 125 of the Code or the mandatory Employee
          contribution portion of a defined benefit plan.

By virtue of this Section and Sections 4.6 and 5.6, the Plan provides for the
restrictions contained above in subsections (c) and (d).

     10.4 Permitted Distributions. If the Administrator determines that the
criteria set forth above are satisfied with respect to a Participant, it may
order a distribution of all or a portion of the sum of:

     (a)  such Participant's Profit Sharing and Match Accounts (which are not
          amounts attributable to qualified nonelective contributions)
          multiplied, respectively, by his Vested Percentage in each such
          Account; plus

     (b)  such Participant's Distribution Accounts, if any, which are not
          amounts attributable to qualified nonelective contributions; plus

     (c)  the lesser of:

          (i)    such Participant's Pre-Tax Account balance; and

          (ii)   the aggregate amount of the pre-tax contributions made to his
                 Pre-Tax Account; plus

     (d)  the amount then credited to any After-Tax Accounts or Rollover
          Accounts then held for his benefit.

The Participant shall, at the time that his hardship application is made,
designate the Accounts and investments which are to be liquidated to permit the
making of such a distribution.

     10.5 In-Service Withdrawals. Subject to uniform rules and procedures as
the Administrator may prescribe, a Participant

                                      10-3


<PAGE>   76



may withdraw all or a part of the amounts credited to his Rollover and
After-Tax Accounts.

     As of the Restatement Date, the Administrator has prescribed the following
uniform rules and procedures:

     (a)  After-Tax Account. A Participant may withdraw amounts from his
          After-Tax Account at any time upon written notice to the
          Administrator, subject to reasonable and uniform notice requirements
          established by the Administrator.

     (b)  Rollover Account. A Participant may withdraw amounts from his
          Rollover Account at any time upon written notice to the
          Administrator, subject to reasonable and uniform notice requirements
          established by the Administrator.

     (c)  Minimum Amount. The minimum withdrawal from an After-Tax Account or
          Rollover Account shall be One Thousand Dollars.

     (d)  Frequency. Not more than one withdrawal may be made from an After-Tax
          Account per Plan Year and not more than one withdrawal may be made
          from a Rollover Account per Plan Year.

Any withdrawals from a Participant's After-Tax Account shall be deemed to be
made in the following order:

     (i)  first, the after-tax contributions which were made by the Participant
          and which are credited to his After-Tax Account established pursuant
          to Section 5.5 hereof, as adjusted for income, gains or losses
          thereon; and

     (ii) second, the balance, if any, of the amounts credited to the
          Participant's After-Tax Account.

     10.6 Method of Distribution. If the Administrator orders a hardship
distribution or an in-service distribution pursuant to this Article, such
distribution shall be made in a lump sum. Amounts distributed to a Participant
under this Article shall be debited to the appropriate Account when paid.

                                      10-4


<PAGE>   77




     10.7 Administration of Hardship and In-Service Distribution Provisions.
Subject to the provisions of Section 4.6 hereof providing for the cessation of
the Participant's pre-tax contributions following such Participant's hardship
withdrawal, and the provisions of Sections 5.6 and 5.7 hereof providing for the
cessation of the Participant's after-tax contributions following such
Participant's hardship withdrawal of pre-tax contributions, and the
Participant's in-service or hardship withdrawal of his entire After-Tax
Account, neither the application for nor payment of any distribution in
accordance with this Article shall have the effect of terminating a
Participant's participation in the Plan. The Administrator may prescribe the
use of such forms, conduct such investigation, and require the making of such
representations and warranties, as it deems desirable to carry out the purpose
of the hardship or in-service withdrawals pursuant to this Article. Any
withdrawals made pursuant to this Article may not be repaid to the Plan.

     10.8 Spouse's Consent. No hardship or in-service distribution may be made
hereunder unless the Participant's spouse, if any, consents in the manner set
forth in Section 23.5 hereof if such consent is required under Section 23.6
hereof.

                                      10-5


<PAGE>   78

                                   ARTICLE 11

                                     LOANS

     11.1 Loan Administration and Applications. The following persons, except
for any person who is a Shareholder Employee as defined in Section 11.4 below,
may apply to the Administrator for a loan from the Plan:

     (a)  a Participant, including any person who has become an inactive
          Participant due to his no longer being a Covered Employee (but,
          subject to paragraph (b) below, not including any person who has
          become a former Participant due to his having incurred a Termination
          of Employment); and

     (b)  a former Participant who is a "party in interest" within the meaning
          of ERISA Section 3(14).

Any such loan shall not be made available to Highly Compensated Employees in an
amount greater than that made available to persons who are not Highly
Compensated Employees. If the Administrator determines that such borrower (and
proposed loan) satisfies the requirements set forth below for loan approval,
the Administrator shall direct the Trustee to make a loan to such borrower from
one or more of his Accounts. The amount of any such loan shall be determined by
the Administrator; provided, however, that any such loan shall not, when
combined with outstanding loans previously made from Plan and loans made under
other qualified retirement plans, if any, maintained by the Company or any
Affiliate, cause the aggregate amount of all such loans to such borrower to
exceed the lesser of (a) or (b) below, where:

     (a)  equals one-half (1/2) of the Vested Interest held for such borrower
          under this Plan; and

                                      11-1


<PAGE>   79



     (b)  equals Fifty Thousand Dollars ($50,000.00) reduced by the remainder,
          if any, of:

          (i)    the highest outstanding balance of loans to such borrower from
                 this Plan and all other qualified retirement plans maintained
                 by the Company and its Affiliate during the twelve (12) month
                 period preceding the date on which the loan is to be made;
                 minus

          (ii)   the outstanding balance of loans to such borrower from the
                 plans on the day the loan is to be made.

     The following additional provisions shall be applicable to the loan
program under this Plan:

     (A)  Loan Program Administration. The loan program under the Plan shall be
          administered by the Administrator, in accordance with uniform rules
          and procedures as the Administrator may prescribe. As of the
          Restatement Date, the Administrator has prescribed that:

          (i)    each borrower is limited to no more than two (2) loans
                 outstanding at one time; and

          (ii)   the amount of such loan shall not be less than one thousand
                 dollars ($1,000.00).

     (B)  Loan Application Procedure. Each borrower shall apply for a loan by
          written application on a form acceptable to the Administrator.

     (C)  Basis for Approval or Denial of Loans. Loans will be approved only
if:

          (1)    the Administrator believes the borrower intends to repay the
                 loan in accordance with its terms; and

          (2)    the borrower's spouse, if any, consents in the manner set
                 forth in Section 23.5 hereof if such consent is required under
                 Section 23.6 hereof; and

          (3)    the amount of such loan shall not be in excess of the lesser
                 of (I) and (II), where:

                 (I)  an amount equal to the sum of (A) and (B), where:

                                      11-2


<PAGE>   80



                      (A)  equals his Vested Percentage multiplied by the
                           amount which is credited to his Match and Profit
                           Sharing Accounts at the time of such loan, and

                      (B)  equals the amount which is credited to the
                           borrower's Pre-Tax, After Tax, Qualified
                           Nonelective, Distribution and Rollover Accounts at
                           the time of such loan, 

                      and shall be made exclusively from such Accounts; and

                 (II) an amount the Administrator determines the borrower can
                      reasonably be expected to repay; and

            (4)  the borrower designates the Accounts and investments which are
                 to be liquidated to permit making of such a loan, as requested
                 by the Administrator; and

            (5)  the loan satisfies the requirements of Section 11.2 of the
                 Plan.

     11.2 Terms and Conditions of Loans. Any loan made pursuant to Section 11.1
shall be considered to be made solely from the Account or Accounts of the
borrower and shall be subject to the following terms and conditions:

     (a)  Interest. Interest shall be charged at a reasonable rate, comparable
          to the rate charged by a commercial lender for a similar loan.

     (b)  Loan Term and Repayment Schedule. The term of any loan shall be
          arrived at by mutual agreement between the borrower and the
          Administrator but shall not exceed five (5) years, unless the
          proceeds of such loan are to be used to acquire any dwelling unit
          which within a reasonable time is to be used as the borrower's
          principal residence, in which case, such loan may be for such term as
          is customary in similar transactions involving lending institutions.
          All loans shall provide for the substantially level amortization of
          the loan, with payments not less frequently than quarterly, over the
          term of the loan; provided, however, that the terms of the loan may
          permit a borrower a grace

                                      11-3


<PAGE>   81



          period of up to one (1) year from such repayments while such borrower
          is on an unpaid leave of absence from the a Participating Company.

          Notwithstanding anything contained herein to the contrary, loan
          repayments by a Participant who is in Military Service will be
          suspended under this Plan as permitted under Section 414(u)(4) of the
          Code.

     (c)  Segregation of Accounts. If an individual borrows money from the
          Plan, his Accounts, to the extent of such borrowing, shall be deemed
          segregated for investment purposes. The note representing such loan
          and the borrower's Accounts, to the extent of such borrowing, shall
          not be taken into Account in the valuation of the Plan pursuant to
          Section 9.3 hereof.

     (d)  Repayment Procedures. Repayment of any loan made to an Employee shall
          be by payroll deduction unless another procedure is agreed to by the
          Administrator and the Employee. Repayment of any loan made to a
          borrower who is not an Employee shall be made as mutually agreed by
          the Administrator and such borrower.

     (e)  Documentation and Collateral. Each loan shall be evidenced by a
          borrower's note for the amount of the loan and interest payable to
          the order of the Trustee and shall be supported by adequate col-
          lateral. Such collateral shall consist of (i) an amount not to
          exceed fifty percent (50%) of the borrower's entire Vested Interest
          in and to the Trust Fund, and (ii) other property, if necessary, of
          sufficient value to adequately secure the repayment of the loan.
          The Administrator may require such other and further documentation as
          it deems appropriate.

     (f)  Default. The Administrator may declare a borrower to be in default if
          he fails to make any payment of principal or interest when due, if he
          fails to make a required payment after a permitted one (1) year grace
          period, as provided in subsection (b) above, or if his collateral
          becomes inadequate to secure the loan and he does not provide
          substitute collateral satisfactory to the Administrator within ten
          (10) days after a request therefor by the Administrator. In the event
          the Administrator declares a borrower to be in default, his loan
          shall be accelerated, and:


                                      11-4


<PAGE>   82



          (i)    If his collateral security in this Plan is adequate to cover
                 all or part of the outstanding principal and interest, and if
                 distribution of such amount would not, in the opinion of the
                 Administrator, put at risk the tax qualified status of the
                 Plan or the pre-tax contribution portion thereof, the Trustee
                 shall execute upon such Plan collateral; and

          (ii)   If his collateral security in this Plan is not adequate to
                 cover all of the outstanding principal and interest, or if
                 execution upon such collateral would, in the opinion of the
                 Administrator, put at risk the tax qualified status of the
                 Plan or the pre-tax contribution portion thereof, the Trustee
                 shall commence appropriate collection actions against the
                 borrower to recover the amounts owed.

          Expenses of collection, including legal fees, if any, of any loan in
          default shall be borne by the borrower or his Accounts under this
          Plan.

     11.3 Payment of Prior Loans. Notwithstanding the foregoing provisions of
this Article, in the event the proceeds of any loan made hereunder shall be
used directly or indirectly to pay off any obligations under a prior loan made
hereunder, the term of the more recent loan shall not extend beyond the period
of repayment under the prior loan. For purposes of this Section, the
Administrator shall be able to rely on a certification by the borrower as to
the use of the new loan's proceeds.

     11.4 Shareholder-Employee Defined. The term "Shareholder-Employee" shall
mean, with respect only to those taxable years for which the Company or any
Affiliate is an "electing small business corporation" pursuant to Subchapter S
of the Code, an Employee of who owns, or is considered as owning (within the
meaning of Section 318(a)(1) of the Code) on any day during such a

                                      11-5


<PAGE>   83



taxable year, more than five (5) percent of the outstanding stock of such
entity.

                                      11-6


<PAGE>   84



                                   ARTICLE 12

                           TERMINATION OF EMPLOYMENT

     12.1 Right to Benefit Upon Termination of Employment. In the event of the
Termination of Employment of a Participant for any reason other than death,
Disability or retirement, he shall be entitled to receive a distribution of his
Vested Interest.

     12.2 Commencement of Distributions. The Vested Interest of a terminated
Participant shall be distributed to him in accordance with the rules and
procedures set forth in Article 15 hereof. Distribution shall be made or shall
commence to be made as of the dates set forth below:

     (a)  if the value of his Vested Interest at the time of distribution (and
          at the time of any prior distribution) did not exceed Three Thousand
          Five Hundred Dollars ($3,500.00), the distribution shall be made as
          soon as reasonably possible after his Termination of Employment; or

     (b)  if the value of his Vested Interest at the time of distribution (or
          at the time of any prior distribution) exceeds Three Thousand Five
          Hundred Dollars ($3,500.00), the distribution shall be made no later
          than:

          (i)    as soon as reasonably possible following the close of the Plan
                 Year in which occurs the later of his attainment of his Normal
                 Retirement Date or his Termination of Employment, but not
                 later than sixty (60) days following the close of such Plan
                 Year; or

          (ii)   as of such earlier date as the Participant shall select in
                 writing, but not earlier than an administratively reasonable
                 date following his Termination of Employment.

     12.3 Vested Percentage. If a terminated Participant's Vested Percentage is
one hundred percent (100%), his Profit Sharing

                                      12-1


<PAGE>   85



Account and Match Account shall be deemed to have become Distribution Accounts
on his date of Termination of Employment and shall thereafter be held,
administered and distributed in accordance with Article 15 hereof.

     If his Vested Percentage is less than one hundred percent (100%), his
Profit Sharing Account and Match Account shall continue to be administered as
such and shall be revalued periodically in accordance with the provisions of
Article 9 hereof until the earliest to occur of any of the following events:

     (a)  he has received a distribution of his entire Vested Interest;

     (b)  he has incurred five (5) consecutive One Year Breaks in Service;

     (c)  he dies; or

     (d)  he is rehired by a Participating Company or any Affiliate.

     If the earliest to occur of said events is either his (i) having received
a distribution of his entire Vested Interest together with his having incurred
a One Year Break in Service, (ii) his having had five (5) consecutive One Year
Breaks in Service, or (iii) his death, an amount equal to the excess of:

     (1)  the balance in his Profit Sharing Account and Match Account, plus the
          amount, if any, then credited to his Pre-Tax, After-Tax, Rollover and
          Distribution Accounts held for his benefit; over

     (2)  his Vested Interest in such Accounts;

shall be forfeited as of such date and shall be debited to the appropriate
Accounts. If any amounts remain credited to said Accounts after said
forfeiture, they shall thereafter be deemed to

                                      12-2


<PAGE>   86



have become Distribution Accounts and shall be held, administered and
distributed in accordance with Article 15 hereof.

     If a terminated Participant does not have a Vested Interest, he will be
deemed, for purposes of Section 12.3(a) above, to have received a distribution
of his entire Vested Interest as of the date of his Termination of Employment.

     If the earliest of said events shall be the terminated Participant's
rehire by a Participating Company or any Affiliate, he shall immediately be
reinstated as a Participant in this Plan and this Article shall not apply to
him until a subsequent Termination of Employment described in Section 12.1.

     12.4 Use of Forfeitures. The amounts forfeited pursuant to Section 12.3
hereof shall be used to reduce future Participating Company contributions.

     12.5 Rehired Participants. In the event a terminated Participant is
rehired by a Participating Company or any Affiliate prior to incurring (5)
consecutive One Year Breaks in Service, he shall immediately be reinstated as a
Participant in this Plan; payment of benefits, if any are being made to him
under the Plan, shall cease; and any amounts forfeited pursuant to Section 12.3
above shall be recredited to his Accounts as of the date such rehired
Participant makes repayment of the full amount distributed to him following his
earlier Termination of Employment, provided that he makes such repayment to
this Plan on or before the first to occur of:

     (a)  the date he incurs a five (5) year consecutive One Year Breaks in
          Service; and

                                      12-3


<PAGE>   87



     (b)  the fifth (5th) anniversary of his date of rehire.

Such repaid amounts shall be recredited to the Accounts from which they
originated. If such a rehired Participant fails to make timely repayment in
full of his prior distribution, the amounts previously forfeited pursuant to
this Article shall remain a forfeiture. For purposes of this Section, if a
rehired Participant did not have a Vested Interest at the time of his prior
Termination of Employment, and was deemed for purposes of Section 12.3 hereof
to have received a distribution of his entire Vested Interest as of the date of
such Termination of Employment, he shall be deemed to have recontributed such
entire Vested Interest as of his date of rehire, provided such date of rehire
is timely as hereinbefore provided in this Section.

     Notwithstanding any other provision of this Plan to the contrary, in order
to balance the Accounts maintained under this Plan after giving effect to the
recrediting of previously forfeited amounts to a rehired Participant's Profit
Sharing Account and Match Account, the Company shall direct the Trustee to do
the following:

     (i)    first, reduce the value of the forfeitures, if any, which would
            otherwise be allocated to Accounts or used to reduce Participating
            Company contributions as of the Allocation Date which is the last
            day of the Plan Year in which such Participant was rehired, or, if
            later, the Plan Year in which he recontributed his prior
            distribution as hereinbefore provided; and

     (ii)   second, require the appropriate Participating Company, as
            determined by the Company in its sole discretion, to contribute to
            the Plan an amount equal to the difference between the aggregate
            previously forfeited amounts which were recredited to such Accounts
            of Participants who were rehired or made recontributions during the
            Plan Year and the sum of the amounts described in (i) above.

                                      12-4


<PAGE>   88



            Such contribution shall be made by the Participating Company no
            later than the due date (including extensions) of its tax return
            for the Taxable Year during which such Participants were rehired or
            made such recontributions.

Neither the recrediting of the accounts of rehired Participants, nor the
funding of such recrediting, shall be treated as Annual Additions for purposes
of Article 19 hereof. Rather, such amounts shall be deemed for such purpose to
have been contributed and allocated as of the time of the original contribution
and allocation.

                                      12-5



<PAGE>   89
                                   ARTICLE 13

                              RETIREMENT BENEFITS

     13.1 Normal Retirement. The Profit Sharing Account and Match Account of a
Participant who has attained his Normal Retirement Date shall be fully vested
and nonforfeitable. A Participant who retires on his Normal Retirement Date
shall be entitled to receive an amount equal to the amounts and Shares then
credited to Accounts held for his benefit. Unless a Participant elects to defer
his distribution pursuant to Section 15.1 hereof, such amounts and Shares shall
be distributed or shall commence to be distributed as soon as reasonably
possible after his date of retirement but not later than sixty (60) days after
the close of the Plan Year which includes his date of retirement. Such
distribution shall be made in accordance with the provisions of Article 15
hereof.

     13.2 Late Retirement. In the event a Participant works beyond his Normal
Retirement Date, his retirement shall be deemed to have occurred on the date of
his Termination of Employment with a Participating Company or any Affiliate for
any reason other than death. In the event of such late retirement, such
Participant shall be entitled to receive a distribution of the amounts and
Shares credited to his Accounts. Unless a Participant elects to defer his
distribution pursuant to Section 15.1 hereof, such amounts and Shares shall be
distributed or shall commence to be distributed as soon as reasonably possible
following his date of late retirement but not later than sixty (60) days
following the

                                      13-1


<PAGE>   90



close of the Plan Year which includes his date of late retirement. Such
distribution shall be made in accordance with the provisions of Article 15
hereof.

     13.3 Disability Retirement. Upon receipt from a Participant or a person
authorized by him or on his behalf of a request that distributions be made on
account of such Participant's Disability, or upon its motion, the Administrator
shall determine the extent of the Participant's Disability and may, to assist
it in making such determination, cause appropriate medical diagnoses and tests
to be made at the expense of the Participating Companies. If the Administrator
shall determine that the Participant is Disabled, as defined in Article 2
hereof, his date of Disability retirement shall be deemed to be the first day
of the month following the date on which the Administrator determined him to be
Disabled or such earlier date as he shall have incurred a Termination of
Employment as defined in Article 2 hereof in connection with said Disability,
and he will be deemed to have ceased to be an active Participant on that date.
Such a Disabled Participant shall be entitled to receive the amounts and Shares
then credited to all Accounts held for his benefit. Except as provided in
Section 15.1 hereof, such amounts and Shares shall be distributed or shall
commence to be distributed as soon as reasonably possible following the close
of the Plan Year in which his Normal Retirement Date occurs, but not later than
sixty (60) days following the close of such Plan Year, or as of such earlier
date as the Participant shall elect, provided such date is not earlier than as
soon as reasonably possible following the Participant's date of Disability
retirement. Such

                                      13-2


<PAGE>   91



distribution shall be made in accordance with the provisions of Article 15
hereof.

                                      13-3


<PAGE>   92



                                   ARTICLE 14

                                 DEATH BENEFITS

     14.1 Death of a Participant. In the event of the Termination of Employment
of a Participant by reason of his death, his designated Beneficiary shall be
entitled to receive a distribution in an amount equal to the amounts and Shares
then credited to the Accounts held for his benefit. Unless a Beneficiary elects
to defer distribution pursuant to Section 15.1, such amounts and Shares shall
be distributed or shall commence to be distributed as soon as reasonably
possible following the Participant's death, but not later than sixty (60) days
after the close of the Plan Year in which occurs the later of the Participant's
Normal Retirement Date or date of death. Such distribution shall be made in
accordance with the provisions of Article 15 hereof.

     14.2 Death of a Retired or Terminated Participant Prior to Commencement of
Benefits. In the event of the death of a retired or terminated Participant
prior to the date distribution has been made or commenced to be made to him,
his designated Beneficiary shall be entitled to receive a distribution in an
amount equal to his Vested Interest. The Vested Percentage of a retired or
terminated Participant shall not increase due to his death. Unless a
Beneficiary elects to defer such distribution pursuant to Section 15.1 hereof,
such amounts and Shares shall be distributed or shall commence to be
distributed as soon as reasonably possible following the Participant's death,
but not

                                      14-1


<PAGE>   93



later than sixty (60) days after the close of the Plan Year in which occurs the
later of the Participant's Normal Retirement Date or date of death. Such
distribution shall be made in accordance with the provisions of Article 15
hereof.

     14.3 Death of a Retired or Terminated Participant After Commencement of
Benefits. In the event of the death of a retired or terminated Participant
after the date of distribution or the commencement of distribution to him, no
benefits shall be payable to his Beneficiary except to the extent provided for
by the method under which the retired or terminated Participant was receiving
distributions under Article 15 hereof.

     14.4 No Beneficiary Designation. Unless a Participant or former
Participant has designated a death Beneficiary in accordance with the
provisions of Section 14.5 hereof, his death Beneficiary shall be deemed to be
the person or persons in the first of the following classes in which there are
any survivors of such Participant:

     (a)  his spouse at the time of his death; and

     (b)  the executor or administrator of his estate.

     14.5 Designation of Beneficiary. In lieu of having the amounts
distributable pursuant to this Article distributed to a death Beneficiary
determined in accordance with the provisions of Section 14.4 hereof, a
Participant or former Participant may sign a document designating a death
Beneficiary or death Beneficiaries to receive such amounts. If the Participant
is married, any such designation shall be effective only if the spouse of the

                                      14-2


<PAGE>   94



Participant is the sole primary Beneficiary or the spouse consents to such
designation in the manner set forth in Section 23.5 hereof.

     14.6 Administrator to Notify Trustee. Upon the death of a Participant or a
former Participant, the Administrator shall immediately advise the Trustee of
the identity of such Participant's death Beneficiary or Beneficiaries. The
Trustee shall be completely protected in making distributions to any person or
persons in accordance with the instructions it receives from the Administrator.

     14.7 Incomplete Disposition. In the event that a Participant or former
Participant, dies at a time when he has a designation on file with the
Administrator which does not dispose of all of the amounts and Shares
distributable under this Plan upon his death, then the amounts distributable on
behalf of said Participant or former Participant, the disposition of which was
not determined by the deceased Participant's or former Participant's
designation, shall be distributed to a death Beneficiary determined under the
provisions of Section 14.4 hereof.

     14.8 Ambiguity of Beneficiary Designation. Any ambiguity in a
Participant's death Beneficiary designation shall be resolved by the
Administrator. Subject to Section 14.5 hereof, the Administrator may direct a
Participant to clarify his designation and if necessary execute a new
designation containing such clarification.

                                      14-3


<PAGE>   95



                                   ARTICLE 15

                                 DISTRIBUTIONS

     15.1 Time of Distribution. Distributions will normally commence as of the
dates specified in Articles 12, 13 and 14 hereof. However, subject to the
minimum distribution requirements set forth in Section 15.4 hereof:

     (a)  the Participant, or his Beneficiary in the event of his retirement,
          death or disability, may elect pursuant to a procedure acceptable to
          the Administrator, to defer any distribution to a date which is later
          than the dates specified in Article 13 or 14, whichever is
          applicable; and

     (b)  a Participant's Vested Interest may not be distributed to the
          Participant prior to attainment of his Normal Retirement Date without
          the consent of the Participant.

     The ability to defer distributions beyond a Participant's Normal
Retirement Date, or other date specified in Article 13 or 14, whichever is
applicable, pursuant to Section 15.1(a) hereof, and the consent requirements of
Section 15.1(b) hereof shall apply only if the Participant's Vested Interest
exceeds, or at the time of any prior distribution exceeded, Three Thousand Five
Hundred Dollars ($3,500.00). In the case of smaller amounts, the immediate
distribution provision of Section 15.6 hereof shall be applicable.

     Finally, notwithstanding the foregoing provisions of this Section and the
contrary provisions of Articles 12, 13 and 14, the requirement that a
distribution commence within sixty (60) days after the close of the Plan Year
in which a Participant's Normal Retirement Date occurs shall not apply if the
amount of payment required to be made on such date cannot be ascertained by
such date

                                      15-1


<PAGE>   96



or the Administrator is unable to locate the Participant after making
reasonable efforts to do so, provided that, within sixty (60) days after such
amount can be ascertained or the Participant is located, a payment is made
retroactive to such date. This paragraph is not intended to permit a
Participant, former Participant or Beneficiary to elect to defer payment beyond
the dates otherwise provided therefor in this Plan.

     15.2 Method of Distribution. Distributions will be made or commence to be
made in one or a combination of the following methods, as selected by such
Participant, former Participant or Beneficiary:

     (1)  a single lump sum distribution; or

     (2)  nearly equal monthly or quarterly installments not to exceed the life
          expectancy of the Participant or the joint life expectancies of the
          Participant and his Beneficiary (which shall not exceed twenty (20)
          years in the event that the Beneficiary is someone other than the
          Participant's spouse).

To elect a method of benefit distribution, an eligible Participant, former
Participant or Beneficiary shall notify the Administrator of such election in
writing prior to the date his retirement benefits become distributable pursuant
to Article 12, 13 or 14.

     Any distribution made pursuant to this Article shall be subject to the
withholding requirements of Section 3405(c) of the Code, if applicable, unless
the Participant elects a direct transfer of the amounts distributable from the
Plan to an eligible retirement plan.

     If a Participant's Match Account contains Shares, distributions from such
Account shall be made in cash or in Shares,

                                      15-2


<PAGE>   97



as the Participant or his Beneficiary, in the event of such Participant's
death, shall elect; provided, however, that fractional Shares shall be
distributed in cash. Distributions from any other Account (and from the Match
Account to the extent it does not consist of Shares) shall be made in cash.

     15.3 Administering Distribution of Accounts. The Administrator shall
notify the Trustee immediately of the Participant's former Participant's or
Beneficiary's election, and the Trustee shall make all distributions in
accordance with such method of distribution.

     15.4 Restrictions on Delay and Timing of Distributions. Notwithstanding
any other provisions of this Plan, distributions hereunder shall be subject to
the following restrictions:

     (a)  in the case of a living Participant or former Participant:

          (i)    distribution must commence on or before:

                 (A)  with respect to a Participant or former Participant who
                      is not a five percent (5%) owner, as set forth in Section
                      416(i) of the Code, the April 1 following the end of the
                      calendar year in which he attains age seventy and
                      one-half (70-1/2) or retires, whichever is later; or

                 (B)  with respect to a Participant or former Participant who
                      is a five percent (5%) owner, the April 1 following the
                      end of the calendar year in which he attains age seventy
                      and one-half (70-1/2); and

          (ii)   installment distributions shall not be payable over a period
                 of years in excess of his life expectancy or the joint life
                 expectancies of himself and his spouse or Beneficiary; and

     (b)  in the case of a deceased Participant or former Participant, benefits
          commencing after his death shall be payable either:

                                      15-3


<PAGE>   98



          (iii)  by the December 31 of the calendar year containing the fifth
                 anniversary of the Participant's death; or

          (iv)   if benefits commence to his Beneficiary either:

                 (A)  on or before the December 31 of the calendar year
                      immediately following the calendar year in which the
                      Participant died or on a later date permitted under any
                      lawful regulations issued by the Secretary of the
                      Treasury; or

                 (B)  if his spouse is his Beneficiary, by the later of the
                      December 31 of the calendar year immediately following
                      the calendar year in which the Participant died and the
                      December 31 of the calendar year in which the Participant
                      would have attained age seventy and one-half (70-1/2);

                 over a period not extending beyond the life expectancy of
                 such Beneficiary; or

          (v)    if the Participant's distribution had commenced prior to his
                 death under a form of payment meeting the requirements of
                 subsection (a)(ii) above, such distribution must be completed
                 by the remainder of the period specified in said subsection
                 (a)(ii); and

     (b)  in the case of the death of a Beneficiary who is the surviving spouse
          of a deceased Participant, a distribution commencing after the death
          of the spouse shall be payable either:

          (i)    by the December 31 of the calendar year containing the fifth
                 anniversary of the spouse's death;

          (ii)   if distribution commences to the spouse's beneficiary on or
                 before the December 31 of the calendar year of the spouse's
                 death, or on a later date permitted under any lawful
                 regulations issued by the Secretary of the Treasury, over a
                 period not extending beyond the life expectancy of such
                 beneficiary; or

     (c)  in the event payments are made to a Participant's child, for purposes
          of this Section, such payments shall be deemed to be paid to the
          Participant's spouse if such payments will become payable to such

                                      15-4


<PAGE>   99



          spouse upon such child's reaching majority or any other event
          permitted under any lawful regulations issued by the Secretary of the
          Treasury.

A Participant, former Participant or spouse of a Participant who elects to take
distribution over his life expectancy may elect to have his life expectancy
redetermined from time to time but not more frequently than annually. In the
event that a Participant, former Participant or spouse of a Participant fails
to make such an election, then no redetermination shall be performed.

     All distributions required under this Article shall be determined and made
in accordance with the regulations under Section 401(a)(9) of the Code,
including the minimum distribution incidental benefit requirement of Section
1.401(a)(9)-2 of the regulations.

     15.5 Revaluation of Undistributed Amounts. As long as there remain any
amounts or Shares credited to a Distribution Account, the Trustee shall
continue to maintain said Account and said Account shall be periodically
revalued in accordance with the provisions of Article 9 hereof. In the event
that a former Participant shall have more than one Distribution Account, the
Trustee may in its sole discretion consolidate said Distribution Accounts into
a single Distribution Account.

     15.6 Immediate Lump Sum Payment of Small Amounts. Notwithstanding anything
contained in this Plan to the contrary, in the event that the Vested Interest
of a retired, terminated, Disabled or deceased Participant has a value less
than or equal to (and at the time of any prior distribution had a value less
than or equal to) Three Thousand Five Hundred Dollars ($3,500), the

                                      15-5


<PAGE>   100



Administrator shall direct the Trustee to distribute the Vested Interest
credited to such Participant's Accounts in a single lump sum payment as soon as
reasonably possible after the Participant's Termination of Employment, but not
later than sixty (60) days after the close of the Plan Year which includes the
Participant's Normal Retirement Date, without the consent of the Participant or
his Beneficiary. Any such lump sum distribution shall be subject to the
requirements of Section 15.7 hereof. Subject to the provisions of Section 12.5
hereof relating to the rehire of such a terminated Participant, any such lump
sum payment shall be in full settlement of such Participant's or Beneficiary's
rights under this Plan.

     15.7 Elections Regarding Direct Rollovers. Any distribution made hereunder
to a Distributee after December 31, 1992 shall be made directly to such
Distributee unless he elects a Direct Rollover pursuant to the second paragraph
of this Section; provided, however, that the Distributee must acknowledge in
writing that he understands that any payment after December 31, 1992 which is
eligible under Section 402(c) of the Code to be rolled over to an Eligible
Retirement Plan will be subject to withholding taxes.

     After December 31, 1992, each Distributee shall have the right to direct
that any distribution which, under Code Section 402(c), qualifies as an
Eligible Rollover Distribution be transferred directly to an Eligible
Retirement Plan. A Distributee may direct that part of the distribution be
transferred directly to an Eligible Retirement Plan and the balance be paid to
him. A Distributee is not permitted to direct that his distribution be
transferred directly to more than one Eligible Retirement Plan. In

                                      15-6


<PAGE>   101



the event that a Distributee fails to make any direction within the time
prescribed pursuant to reasonable and uniform procedures established by the
Administrator, the distribution shall be paid directly to him after deduction
of appropriate withholding taxes.

     Unless the context otherwise indicates, the following terms shall have the
following meanings whenever used in this Section:

     (a)  "Eligible Rollover Distribution" shall mean 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:

          (i)    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;

          (ii)   any distribution to the extent such distribution is required
                 under Section 15.8 above which reflects the requirements under
                 Section 401(a)(9) of the Code; and

          (iii)  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).

     (b)  "Eligible Retirement Plan" shall mean:

          (i)    an individual retirement account described in section 408(a)
                 of the Code;

          (ii)   an individual retirement annuity described in section 408(b)
                 of the Code;

          (iii)  an annuity plan described in section 403(a) of the Code; or

          (iv)   a qualified trust described in section 401(a) of the Code;

                                      15-7


<PAGE>   102



          that accepts the Distributee's Eligible Rollover Distribution.

          Notwithstanding the foregoing, in the case of an Eligible Rollover
          Distribution to the surviving spouse, an Eligible Retirement Plan is
          an individual retirement account or individual retirement annuity.

     (c)  "Distributee" shall mean:

          (i)    an Employee or former Employee; and

          (ii)   an Employee's or a former Employee's surviving spouse and an
                 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, without
                 regard to the interest of the spouse or former spouse.

     (d)  "Direct Rollover" shall mean a payment by the Plan to the Eligible
          Retirement Plan specified by the Distributee.

     15.8 Spouse's Consent. No distribution may be made pursuant to this
Article unless the Participant's spouse, if any, consents in the manner set
forth in Section 23.5 hereof if such consent is required under Section 23.6
hereof.

                                      15-8

<PAGE>   103
                                   ARTICLE 16

                                 ADMINISTRATION

     16.1 The Administrator. The President of the Company may appoint the
Administrator which shall be any person(s), corporation or partnership,
(including the Company itself) as said President shall deem desirable in his
sole discretion. Said President shall notify the Trustee of the identity of the
Administrator and of any change in the Administrator. Unless the President
appoints another Administrator, the Company shall be the Administrator. Except
as expressly set forth herein with respect to the duties and responsibilities
of the Trustee, an Investment Manager, the Appeals Committee, or the Company,
the Administrator shall administer the Plan and shall have all powers and
duties granted or imposed on an "administrator" by ERISA. The Administrator
shall determine any and all questions of fact, resolve all questions of
interpretation of this instrument or related documents which may arise under
any of the provisions of this Plan as to which no other provision for
determination is made hereunder, and exercise all other powers and discretions
necessary to be exercised under the terms of this Plan which it is herein given
or for which no contrary provision is made. The Administrator is hereby given
the power and discretion to administer the Plan in accordance with procedures
beyond and/or in conflict with those provided under the terms of the written
Plan document, provided such procedures are as set forth and as permitted under
the Code. The Administrator shall have full power and discretion to interpret
this Plan and related documents, to

                                      16-1


<PAGE>   104



resolve ambiguities, inconsistencies and omissions, to determine any question
of fact, to determine the right to benefits of, and the amount of benefits, if
any, payable to, the claimant in accordance with the provisions of this Plan.
Subject to the provisions of Section 16.7, the Administrator's decision with
respect to any matter shall be final and binding upon the Trustee and all other
parties concerned, and neither the Administrator nor any of its directors,
officers or employees, if applicable, shall be liable in that regard except for
gross abuse of the discretion given it and them under the terms of this Plan.
All determinations of the Administrator shall be made in a uniform, consistent
and nondiscriminatory manner with respect to all Participants and Beneficiaries
in similar circumstances. The Administrator, from time to time, may designate
one or more persons or agents to carry out any or all of its duties hereunder.

     16.2 Application for Benefits. Each Participant, former Participant or
Beneficiary who is eligible for benefits under Article 12, 13 or 14 shall apply
therefor on a form which shall be given to him for that purpose by the
Administrator; provided, however, that the foregoing requirement shall not
apply in any case in which a claimant shall be unable to make such application
for physical, mental or any other reason satisfactory to the Administrator.
Upon finding that such claimant satisfies the eligibility requirements for
benefits under Article 12, 13 or 14, the Administrator shall promptly notify
the Trustee of his eligibility and of the method of distribution selected in
accordance with Article 15 hereof.

                                      16-2


<PAGE>   105



     16.3 Procedures for Denial of Benefits. If any Participant, former
Participant, Beneficiary, or the authorized representative of a Participant,
former Participant or Beneficiary shall file an application for benefits
hereunder and such application is denied, in whole or in part, he shall be
notified in writing of the specific reason or reasons for such denial unless
the granting or denial of the application is in the sole discretion of the
Administrator in which event the notice to the claimant shall state that the
Administrator has denied the application pursuant to the exercise of its
discretionary powers under the Plan. The notice shall also set forth the
specific plan provisions upon which the denial is based, an explanation of the
provisions of Section 16.7 hereof, and any other information deemed necessary
or advisable by the Administrator. Such notice shall be issued within ninety
(90) days of the filing of a claim by a Participant, former Participant or
Beneficiary; provided, however, that such ninety (90) day time period may be
extended for a period of up to an additional ninety (90) days in the event that
special circumstances require an extension of time for processing the claim. If
such an extension of time for processing the claim is required, written notice
of such extension shall be furnished to the claimant prior to the end of the
initial ninety (90) day period. Such notice shall also indicate the special
circumstances which make such extension necessary.

     16.4 Appeals Committee. The President of the Company shall appoint the
members of a Appeals Committee which shall consist of three (3) or more
members. Such Committee shall decide

                                      16-3


<PAGE>   106



appeals of application denials as provided in Section 16.7 and shall have such
other powers and duties as shall from time to time be assigned to the Committee
by the Company. The members of the Committee shall remain in office at the will
of the President, and the President may remove any of said members, from time
to time, with or without cause. A member of the Committee may resign upon
written notice to the remaining member or members of the Committee and to the
Company respectively. The fact that a person is a prospective Participant, a
Participant or a former Participant shall not disqualify him from acting as a
member of the Committee. In case of the death, resignation or removal of any
member of the Committee, the remaining members shall act until a
successor-member shall be appointed by the President of the Company. Upon
request, the Company shall notify the Trustee and the Administrator in writing
of the names of the original members of the Committee, of any and all changes
in the membership of the Committee, of the member designated as Chairman and
the member designated as Secretary, and of any changes in either office. Until
notified of a change, the Trustee and the Administrator shall be protected in
assuming that there has been no change in the membership of the Committee or
the designation of Chairman or of Secretary since the last notification was
filed with it. The Trustee and the Administrator shall be under no obligation
at any time to inquire into the membership of the Committee or its officers.
All communications to the Committee shall be addressed to its Secretary at the
address of the Company on file with the Trustee.

                                      16-4


<PAGE>   107



     16.5 Committee Procedures. On all matters and questions the decision of a
majority of the members of the Committee shall govern and control; but a
meeting need not be called or held to make any decision. The Committee shall
appoint one of its members to act as its Chairman and another member to act as
Secretary. The terms of office of these members shall be determined by the
Committee, and the Secretary and/or Chairman may be removed by the other
members of the Committee for any reason which such other members may deem just
and proper. The Secretary shall do all things directed by the Committee.
Although the Committee shall act by decision of a majority of its members as
above provided, nevertheless in the absence of written notice to the contrary,
every person may deal with the Secretary and consider his acts as having been
authorized by the Committee. Any notice served or demand made on the Secretary
shall be deemed to have been served or made upon the Committee.

     16.6 Operation of Committee. No member of the Committee shall be
disqualified from acting on any question because of his interest therein. No
fee or compensation shall be paid to any member of the Committee for his
services as such, but the Committee shall be reimbursed for its expenses by the
Company. The Committee and the Administrator may hire such attorneys,
accountants, actuaries, agents, clerks, and secretaries as it may deem
desirable in the performance of its functions, and the expense associated with
the hiring or retention of any such person or persons shall be paid directly by
the Company.

                                      16-5


<PAGE>   108



     16.7 Review Procedure. Any Participant, former Participant or Beneficiary,
or any authorized representative of a Participant, former Participant or
Beneficiary whose application for benefits hereunder has been denied, in whole
or in part, by the Administrator may upon written notice to the Committee
request a review by the Committee of such denial of his application. Such
request must be made within sixty (60) days of the date that such Participant,
former Participant or Beneficiary receives notice of the denial of his
application for benefits. The review procedure shall permit the claimant or his
authorized representative to review pertinent documents and submit issues and
comments to the Committee in writing. Such review shall be conducted by written
briefs submitted by the claimant and the Administrator or at a hearing, or by
both, as shall be deemed necessary by the Committee. Any such hearing shall be
held in the main office of the Company on such date and at such time as the
Committee shall designate upon not less than seven (7) days notice to the
claimant and the Administrator unless both of them accept shorter notice. The
Committee shall make every effort to schedule the hearing on a day and at a
time which is convenient to both the claimant and the Administrator. After the
review has been completed, the Committee shall render a decision in writing, a
copy of which shall be sent to both the claimant and the Administrator. Such
decision shall be made no later than sixty (60) days following the claimant's
request for review; provided, however, that in the event that a hearing is held
with respect to the review of the claim, such decision shall be rendered no
later than one hundred twenty (120) days following

                                      16-6


<PAGE>   109



the claimant's request for review. In the event that a hearing is held, the
Committee shall furnish the claimant, prior to the expiration of the initial
sixty (60) day period, with written notice of the extension to one hundred
twenty (120) days of the deadline for rendering a decision. In rendering its
decision, the Committee shall have full power and discretion to interpret this
Plan and related documents, to resolve ambiguities, inconsistencies and
omissions, to determine any question of fact, to determine the right to
benefits of, and the amount of benefits, if any, payable to, the claimant in
accordance with the provisions of this Plan. Such decision shall be set forth
in writing, in a manner calculated to be understood by the claimant, and shall
set forth the specific reason or reasons for the decision and the specific plan
provisions upon which the decision is based. Such decision shall be final and
binding on the claimant, the Trustee, and the Administrator.

     16.8 Limitation of Liability. Except as otherwise provided in ERISA, the
Company, Administrator, Committee, Board of Directors, and their respective
officers, employees and members, shall incur no personal liability of any
nature whatsoever in connection with any act done or omitted to be done in the
administration of this Plan. No person shall be liable for the act of any other
person.

                                      16-7


<PAGE>   110



                                   ARTICLE 17

                         PROHIBITION AGAINST ALIENATION

     17.1 Definitions. Unless the context otherwise indicates, the following
terms used herein shall have the following meanings whenever used in this
Article:

     (a)  The words "Alternate Payee" shall mean any spouse, former spouse,
          child or other dependent of a Participant who is recognized by a
          domestic relations order as having a right to receive all, or a
          portion of, the benefits hereunder attributable to such Participant.

     (b)  The words "Domestic Relations Order" shall mean, with respect to any
          Participant, any judgment, decree or order (including approval of a
          property settlement agreement) which both

          (i)    relates to the provision of child support, alimony payments or
                 marital property rights to a spouse, former spouse, child or
                 other dependent of the Participant; and

          (ii)   is made pursuant to a State domestic relations law (including
                 a community property law).

     (c)  The words "Qualified Domestic Relations Order" shall mean a Domestic
          Relations Order which satisfies the requirements of Section
          414(p)(1)(A) of the Code.

     17.2 General Prohibition on Alienation. Neither any property nor any
interest in any property held for the benefit of any Participant, former
Participant, or Beneficiary of a Participant shall be alienated, disposed of or
in any manner encumbered, voluntarily, involuntarily or by operation of law,
while in the possession or control of the Trustee except by an act of the
Trustee or the Participant, former Participant or Beneficiary specifically
authorized hereunder. If by reason of any

                                      17-1


<PAGE>   111



act of any Participant, former Participant or Beneficiary, or by operation of
law or by the happening of any event, or for any reason, except by an act of
the Trustee or such person specifically authorized hereunder, such property or
any interest therein would, except for this provision, cease to be enjoyed by
such person, or if by reason of an attempt of such person to alienate, charge
or encumber such property or any interest therein, or by reason of the
bankruptcy or insolvency of such person, or by reason of any attachment,
garnishment or other proceedings, or by reason of any order, finding or
judgment of court, either at law or in equity, such property or any interest
therein would, except for this provision, vest in or be enjoyed by some person,
firm or corporation otherwise than as provided in this Plan, in any of such
events, the trusts herein expressed concerning all of such property so payable
to or held for the benefit of such person shall cease and terminate as to him.
Thereafter during his life such property, subject to such interests or rights,
if any, as any other person may have in or to such property as provided in this
Plan, shall be held by the Trustee according to its absolute discretion, but
the Trustee meanwhile may pay to or expend for the support, comfort, and
maintenance of such Participant, former Participant or Beneficiary, may pay to
or expend for the support, comfort and maintenance of his spouse and/or may pay
to or expend for the support, comfort and maintenance of his child or children,
such sums and such sums only, as directed by the Administrator, in writing,
retaining any undistributed part of such property until such Participant's,
former Participant's or Beneficiary's death.

                                      17-2


<PAGE>   112



     17.3 Distribution of Assets on Death. If any person who shall be subject
to the provisions of Section 17.2 hereof shall die before receiving all of such
property which he would have received except for the operation of the
provisions of said Section 17.2, then, upon or after his death, such
undistributed property shall be disposed of as follows:

     (a)  If such person was a Participant, such undistributed property shall
          be disposed of as provided in such Participant's designation of
          Beneficiary on file with the Trustee at the time of his death, or as
          provided in Section 14.4 in the event that such designation shall not
          provide for complete distribution of such undistributed property or
          no designation of Beneficiary shall be on file with the Trustee; or

     (b)  If such person shall be a Beneficiary of a Participant, such
          undistributed property shall be distributed to the person or persons
          who upon such Beneficiary's death would be entitled to inherit such
          undistributed property under the laws of Ohio then in force if such
          undistributed property had then belonged to such Beneficiary and he
          had then died intestate domiciled in Ohio.

     17.4 No Right to Benefits by Alternate Payee. Sections 17.2 and 17.3 above
shall not be deemed to prohibit the creation, assignment or recognition of a
right to any benefit under the Plan payable in respect of a Participant to an
Alternate Payee pursuant to a Qualified Domestic Relations Order.

     17.5 Notification of Parties and Determination Whether Qualified. In the
event the Plan is served with a Domestic Relations Order, the Administrator
shall promptly notify the concerned Participant and any concerned Alternate
Payee of the receipt of such Domestic Relations Order and the Plan's procedures
for determining whether such Domestic Relations Order is a

                                      17-3


<PAGE>   113



Qualified Domestic Relations Order. Within a reasonable time after receipt of
such Domestic Relations Order, the Administrator shall determine whether such
Domestic Relations Order is a Qualified Domestic Relations Order and shall
notify the Participant and any concerned Alternate Payee of its determination.

     17.6 Interim Procedures. During any period in which the issue of whether a
Domestic Relations Order is a Qualified Domestic Relations Order is being
determined (whether by the Administrator, a court of competent jurisdiction, or
otherwise), the Administrator shall credit to a new separate account under the
Plan the amounts which would have been payable to an Alternate Payee during
such period if the order had been, during such period, determined to be a
Qualified Domestic Relations Order, and shall debit the appropriate accounts of
the Participant with respect to whom the Domestic Relations Order was issued
for such amounts. If, within eighteen (18) months after the Plan is served with
such Domestic Relations Order, the Domestic Relations Order (or a modification
thereof) is determined to be a Qualified Domestic Relations Order, the
Administrator shall hold and dispose of the amounts credited to the segregated
account established with respect to such Domestic Relations Order in accordance
with the terms of the Qualified Domestic Relations Order. If within eighteen
(18) months after the Plan is served with such Domestic Relations Order, it is
determined that the Domestic Relations Order is not a Qualified Domestic
Relations Order or the issue with respect to whether the Domestic Relations
Order is a Qualified Domestic Relations Order is not resolved, the
Administrator shall transfer the amounts credited to

                                      17-4


<PAGE>   114



the segregated account to the appropriate accounts maintained for the benefit
of the person who would have been entitled to such amounts as though the Plan
had never been served with such Domestic Relations Order. Any determination
that a Domestic Relations Order is a Qualified Domestic Relations Order which
is made after the close of the eighteen (18) month period after the Plan was
served with such Domestic Relations Order shall be applied prospectively only.

     17.7 Investment of Separate Account. The amounts credited to any new
separate account which has been created under Section 17.6 above after the Plan
is served with a Domestic Relations Order shall be invested as the
Administrator shall direct until the Administrator makes a determination
whether such Domestic Relations Order is a Qualified Domestic Relations Order.

     17.8 Review Procedures. Any Participant or Alternate Payee who is affected
by a Domestic Relations Order served upon the Plan may request a review by such
Committee of the Administrator's determination with respect to the
qualification or lack of qualification of such Domestic Relations Order upon
written notice to the Appeals Committee appointed pursuant to Article 16
hereof. Any such review by the Committee shall be subject to the rules and
procedures set forth in Article 16 hereof.

     17.9 Status of Alternate Payee. Any Alternate Payee who is entitled to
receive amounts from the Plan pursuant to a Qualified Domestic Relations Order
shall, with respect to the Plan, to the extent of the Alternate Payee's
interest in the Plan, have

                                      17-5


<PAGE>   115



such rights as are specified in the Qualified Domestic Relations Order.

     17.10 Distribution to Alternate Payee. Effective on or after the
Restatement Date, notwithstanding anything contained in the Plan to the
contrary, distribution shall be made to an Alternate Payee if such distribution
is authorized by a Qualified Domestic Relations Order, regardless of whether
the affected Participant shall at such time be eligible for distribution under
the Plan. Distribution to an Alternate Payee shall be made only in a form
otherwise provided under the Plan and as authorized by a Qualified Domestic
Relations Order; provided, however, that where authorized by a Qualified
Domestic Relations Order, an immediate lump sum distribution of an Alternate
Payee's interest in the Plan shall be made as soon as reasonably possible
following the necessary liquidation of the affected Participant's Account.

                                      17-6


<PAGE>   116
                                   ARTICLE 18

                              TOP-HEAVY PROVISIONS

     18.1 Restrictions. During any Plan Year that this Plan is top-heavy as
determined in accordance with Section 18.2 hereof, the special restrictions
contained in Sections 18.3, 18.4 and 18.5 hereof shall apply.

     18.2 Determination of Top-Heavy Status. This Plan shall be considered to
be top-heavy in any Plan Year if, as of the Determination Date for such Plan
Year, all the aggregation groups of which this Plan is a member are top-heavy
groups. In the event that in any Plan Year this Plan is a member of an
aggregation group which is not a top-heavy group, this Plan shall not be
considered to be top-heavy for such Plan Year.

     Unless the context otherwise indicates, the following terms used herein
shall have the following meanings whenever used in this Article:

     (a)  "Determination Date" shall mean, for the first Plan Year, the last
          day thereof, and thereafter shall mean, for any other Plan Year, the
          last day of the preceding Plan Year;

     (b)  "Key Employee" shall mean a "key employee" as described in Section
          416(i) of the Code which is hereby incorporated by reference and
          which is described for informational purposes herein as any Employee
          or former Employee of a Participating Company or an Affiliate who at
          any time during the Plan Year, or the four (4) preceding Plan Years
          is:

          (i)    an officer of a Participating Company or an Affiliate having
                 Testing Compensation from the Participating Company and all
                 Affiliates for the Plan Year of determination greater than
                 Forty-Five Thousand Dollars ($45,000) or, if greater, fifty
                 percent (50%) of the amount

                                      18-1


<PAGE>   117



                 specified in Section 415(b)(1)(A) of the Code (plus any
                 increase for cost-of-living as determined from time to time
                 pursuant to regulations issued by the Secretary of the
                 Treasury or his delegate pursuant to Section 415(d) of the
                 Code);

          (ii)   a one-half of one percent (.5%) actual or constructive owner
                 of a Participating Company or an Affiliate who owns one of the
                 ten (10) largest interests in a Participating Company or an
                 Affiliate and who is an Employee of a Participating Company or
                 an Affiliate having Testing Compensation from a Participating
                 Company and all Affiliates for the Plan Year of determination
                 greater than Thirty Thousand Dollars ($30,000) or, if greater,
                 the amount specified in Section 415(c)(1)(A) of the Code (plus
                 any increase for cost-of-living as determined from time to
                 time pursuant to regulations issued by the Secretary of the
                 Treasury or his delegate pursuant to Section 415(d) of the
                 Code);

          (iii)  a five percent (5%) actual or constructive owner of a
                 Participating Company or an Affiliate; or

          (iv)   a one percent (1%) actual or constructive owner of a
                 Participating Company or an Affiliate having Testing
                 Compensation from a Participating Company and all Affiliates
                 for the Plan Year of determination greater than One Hundred
                 Fifty Thousand Dollars ($150,000.00);

          provided that any such Employee also performed services for a
          Participating Company or an Affiliate during the five (5) Plan Year
          period ending on the Determination Date; and provided that an amount
          held for the Beneficiary of a Key Employee who is deceased shall be
          deemed to be an amount held for a Key Employee;

     (c)  "non-Key Employee" shall mean any Employee of a Participating Company
          or an Affiliate who is not a Key Employee including any Employee who
          was formerly a Key Employee;

     (d)  "Permissive Aggregation Group" shall mean the Required Aggregation
          Group plus each pension, profit sharing and stock bonus plan of a
          Participating Company or any Affiliate, including

                                      18-2


<PAGE>   118



          each such plan terminated during the five (5) year period ending on
          the Determination Date, which, when considered as a group with the
          Required Aggregation Group, would continue to comply with Sections
          401(a)(4) and 410 of the Code;

     (e)  "Required Aggregation Group" shall mean each pension, profit sharing
          and stock bonus plan of a Participating Company or any Affiliate,
          including each such plan terminated during the five (5) year period
          ending on the Determination Date, in which a Key Employee is a
          Participant and each other pension, profit sharing and stock bonus
          plan which enables such plans to meet the requirements of Section
          401(a)(4) or 410 of the Code;

     (f)  "Top Heavy Group" shall mean any aggregation group if the sum, as of
          the Determination Date, of:

          (i)    the present value of the cumulative accrued benefits for Key
                 Employees under all defined benefit plans included in such
                 group; and

          (ii)   the aggregate of the account balances of Key Employees under
                 all defined contribution plans included in such group;

          exceeds sixty percent (60%) of a similar sum determined for all
          Participants, former Participants and Beneficiaries permitted to be
          taken into account pursuant to Section 416(g) of the Code, with such
          values being determined for each plan as of the most recent valuation
          date occurring within the twelve (12) month period ending on the
          Determination Date and subject to appropriate adjustments under said
          Section 416(g) and lawful regulations issued thereunder, including
          the requirement that benefits and accounts of an Employee be
          increased by the aggregate distributions with respect to such
          Employee during the five (5) year period ending on the Determination
          Date; and

     (g)  "valuation date" means:

          (i)    in the case of a defined contribution plan, a date as of which
                 account balances are valued,

          (ii)   in the case of a defined benefit plan, a date as of which
                 liabilities and assets are valued for computing plan costs for
                 purposes of determining the plan's minimum funding
                 requirements under Section 412 of the Code.

                                      18-3


<PAGE>   119




     In making any of the aforementioned determinations, contributions due but
unpaid as of the Determination Date shall be included in determining the value
of Account balances, if any. In addition, the present value of cumulative
accrued benefits shall be determined as if they accrued no more rapidly than
the slowest rate of accrual permitted under the fractional rule of Section
411(b)(1)(C) of the Code utilizing the actuarial factors and assumptions set
forth in the defined benefit plans included in the aggregation groups.
Furthermore, for purposes of making the aforementioned calculations with
respect to defined benefit plans, proportional subsidies, and benefits not
relating to retirement benefits such as pre-retirement death and disability
benefits and post retirement medical benefits, are to be disregarded but
nonproportional subsidies are to be taken into account.

     18.3 Top-Heavy Minimum Contributions. During any Plan Year that this Plan
is top-heavy, a Participating Company shall make a contribution on behalf of
each non-Key Employee employed by such Participating Company who is a
Participant on the Allocation Date coinciding with the last day of such year,
or was a Participant whose employment terminated on or as of said Allocation
Date which is at least equal to the greater of (a) or (b) below where:

     (a)  equals the lesser of (i) or (ii) below where:

          (i)    equals three percent (3%) of the non-Key Employee's Testing
                 Compensation from the Participating Company and all Affiliates
                 during the Plan Year; and

          (ii)   equals the largest percentage of Testing Compensation from the
                 Participating Company

                                      18-4


<PAGE>   120



                 and all Affiliates (disregarding any such Testing Compensation
                 in excess of the compensation limit in effect under Section
                 401(a)(17) of the Code as described in Section 2.12 hereof
                 (plus such adjustments for increases in the cost of living as
                 shall be prescribed by the Secretary of the Treasury pursuant
                 to Section 401(a)(17) of the Code) per Plan Year per Key
                 Employee) provided to any Key Employee by the contributions of
                 the Participating Companies; and

     (b)  equals such other percent of the non-Key Employee's Testing
          Compensation from the Participating Company and all Affiliates as may
          be necessary to satisfy the requirements of Section 401 and 416 of
          the Code.

For purposes of determining the percentage set forth in subparagraph (a)(ii)
above, a Participating Company's contribution made pursuant to Section 4.1
hereof in accordance with a key employees' election under said Section shall be
taken into account, but the Participating Company's contribution made pursuant
to Section 4.1 hereof in accordance with a non-Key Employee's election under
said Section shall not be taken into account in determining compliance with
this Section.

     If this Plan is top-heavy for a Plan Year and if a Participant who is a
non-Key Employee is also a Participant in any other defined contribution plan
maintained by a Participating Company or Affiliate, the minimum provided
hereunder shall be provided before any minimum under such other plan and shall
reduce the amount of the top-heavy minimum, if any, required thereunder.
Furthermore, if this Plan is top-heavy for a Plan Year and if a Participant who
is a non-Key Employee is also a Participant in any defined benefit plan
maintained by a Participating Company or Affiliate, the minimum provided under
this Plan shall be provided

                                      18-5


<PAGE>   121



before any minimum under such defined benefit plan and the benefit provided
under such defined benefit plan shall be offset by the actuarial equivalent of
the amounts, if any, allocated to the Participant's Accounts under this Plan
and any other defined contribution plan maintained by a Participating Company
or Affiliate.

     18.4 Determination of Super Top-Heavy Plan. This Plan shall be considered
to be super top-heavy in any Plan Year if, as of the Determination Date for
such Plan Year, all the aggregation groups of which this Plan is a member are
super top-heavy groups. The foregoing determination shall be made as provided
in Section 18.2 above for the calculation of top-heavy status, except that for
purposes of this Section, subparagraph (f) of said Section 18.2 shall be
modified by the substitution of the words "super top-heavy group" for the words
"top-heavy group" in said subparagraph (f) and by the substitution of the
percentage "ninety percent (90%)" for the percentage "sixty percent (60%)" in
said subparagraph (f).

     18.5 Limitations on Annual Additions Under Top-Heavy Plan. During any Plan
Year that this Plan is top-heavy or super top-heavy, the limitations on Annual
Additions and annual benefits under Section 415 of the Code as described in
Article 19 hereof shall be modified as required by Section 416(h) of the Code.
Notwithstanding the previous sentence, the modifications set forth in this
Section shall not apply for a Plan Year if the Plan is top-heavy but not super
top-heavy for such Plan Year and if the amount contributed for each Participant
who is a non-Key Employee is computed by substituting the percentage "4%" for
"3%" in Section

                                      18-6


<PAGE>   122



18.3(a) above or if each Participant who is a non-Key Employee accrues a
benefit or is allocated a contribution which, in the aggregate, satisfies the
requirements of Section 416(h)(2) of the Code under another one or more
pension, profit sharing or stock bonus plans which are maintained by one or
more Participating Companies or any Affiliate. In the event that the Annual
Additions or annual benefits of a Key Employee shall be in excess of the
limitations on Annual Additions or annual benefits, as described in Article 19
hereof as modified herein, no contributions shall be allocated to a
Participant's Accounts under this Plan until he is brought into compliance or
this Plan ceases to be top-heavy or super top-heavy, as the case may be.

                                      18-7


<PAGE>   123



                                   ARTICLE 19

                         LIMITATION ON ANNUAL ADDITIONS

     19.1 Maximum Annual Additions. Notwithstanding anything contained in this
Plan to the contrary, in no event shall a Participant's Annual Additions and
annual amount of retirement benefits, under this Plan and under the plans of
any Related Employer, individually or in the aggregate, be greater than the
maximum allowable amounts determined in accordance with Section 415 of the
Code, (including without limitation subsection (e) of said Section 415) taking
into account Section 1106 of the Tax Reform Act of 1986, Section 235(g) of the
Tax Equity and Fiscal Responsibility Act of 1982 and Section 2004(d) of ERISA
which, respectively, are incorporated herein by reference.

     19.2 Reduction of Excess Benefits. In the event that a Participant has
excess Annual Additions, adjustment under Section 415 of the Code shall be made
in the following order:

     (a)  first, after-tax contributions made pursuant to Section 5.1 hereof
          shall be reduced;

     (b)  second, pre-tax contributions made pursuant to a Participant's
          election under Section 4.1 hereof and any related matching
          contributions shall be reduced;

     (c)  third, profit sharing contributions made pursuant to Section 6.1
          hereof shall be reduced;

     (d)  fourth, the contributions made under any defined contribution plan of
          any Related Employer shall be reduced; and

     (e)  fifth, the accrued benefit of such Participant under any defined
          benefit pension plan maintained by a Related Employer shall be
          reduced.

                                      19-1


<PAGE>   124



     19.3 Definitions. For purposes of calculating the maximum allowable
amounts under Section 19.1 hereof, a Participant's "Limitation Year" shall have
the same meaning as that set forth in Article 2 hereof and his Compensation
shall mean his "Testing Compensation" as defined in Article 2 of this Plan and
paid and includible in gross income during the Limitation Year.

     19.4 Suspense Account. In the event that, after the application of Section
19.2 above, there still remain Participating Company contributions which, if
allocated to a Participant, would be in excess of the limits on Annual
Additions set forth in Section 19.1 hereof, and which arise as a result of the
allocation of forfeitures, a reasonable error in estimating a Participant's
Testing Compensation or other limited facts and circumstances which the
Commissioner of Internal Revenue finds justify the availability of the rules
set forth in this Section, such excess amounts shall be used in the next
Limitation Year and any succeeding Limitation Years, as necessary, to reduce
Participating Company contributions which would otherwise be made for such
Participant in such Limitation Year or years. In the event such a Participant
terminates employment at a time when excess amounts still remain on his behalf,
such excess amounts shall be used as follows:

     (a)  excess amounts which represent matching contributions by the
          Participating Company shall be used to reduce the matching
          contributions for all Participants employed by the Participating
          Company who are then eligible; and

     (b)  excess amounts which represent pre-tax contributions shall be paid
          directly to him by the Participating Company.

                                      19-2


<PAGE>   125



     Until any excess amounts described above are used to reduce Participating
Company contributions, they shall be held in a suspense account. Such suspense
account shall not be subject to the periodic valuation procedure described in
Article 9 hereof and will in no event be adjusted to take account of the income
and/or gains or losses of the investment funds of the Trust Fund.
Notwithstanding any other provisions of this Plan to the contrary (and
specifically Section 23.4 hereof), in the event this Plan is terminated at a
time when there are amounts credited to a suspense account pursuant to this
Section, such amounts shall be returned to the Participating Companies. In the
event that amounts representing pre-tax contributions are returned to
Participating Companies hereunder, such Participating Companies shall make
payments to the Participants on whose behalf such contributions were made equal
to the total of said refunded amounts.

                                      19-3


<PAGE>   126



                                   ARTICLE 20

                    ROLLOVERS AND TRANSFERS INVOLVING OTHER
                           QUALIFIED RETIREMENT PLANS

     20.1 Rollovers and Transfers From Other Tax Qualified Plans. In the event
that:

     (a)  any Covered Employee shall have been, prior to his becoming a Covered
          Employee of a Participating Company, a participant under another
          qualified retirement plan which met the requirements of Section
          401(a) of the Code; and

     (b)  either:

          (i)    the custodian or trustee of the assets held pursuant to said
                 plan on behalf of said Covered Employee; or

          (ii)   the custodian or trustee of the assets of an individual
                 retirement account established pursuant to Section 408 of the
                 Code to hold the assets distributed to said Covered Employee
                 from said plan; or

          (iii)  the Covered Employee who holds cash assets distributed to him
                 during the preceding sixty (60) days from such plan or from an
                 individual retirement account described in paragraph (ii)
                 above;

          shall agree to transfer said assets to the Trustee hereunder; and

     (c)  the assets to be so transferred shall not be made available to said
          Covered Employee in the course of the transfer except to the extent
          permitted by paragraph (b)(iii) above; and

     (d)  the Administrator consents to the transfer;

the Trustee hereunder shall accept such transferred assets and hold and
administer them pursuant to the terms and provisions of this Plan and this
Article.

                                      20-1


<PAGE>   127



     Upon the receipt of said assets, the Trustee shall appropriately credit
such amount to a Rollover Account established for the Covered Employee on whose
behalf the assets were so transferred.

                                      20-2


<PAGE>   128



                                   ARTICLE 21

                           AMENDMENT AND TERMINATION

     21.1 Power to Amend and Terminate Plan. This Plan may be modified,
altered, amended, changed or terminated by the Company by action of its Board
of Directors and/or by a writing executed by the Company with respect to all or
any one of the Participating Companies by its proper officer or officers
without the consent of any Participating Company or Affiliate, but no rights of
Participants, former Participants or Beneficiaries receiving benefits under
this Plan and no other vested rights or optional forms of benefit under this
Plan shall in any way be modified except as permitted by law and that such
rights may be modified if such a modification is necessary to establish or to
continue the qualified status of this Plan under the terms of Section 401 of
the Code. This Plan may be modified and amended retroactively, if necessary or
desirable. After an amendment is adopted, a copy shall be furnished to the
Trustee.

     21.2 Termination of Plan. Upon termination of this Plan, all assets of the
Trust held on behalf of Participants employed by a Participating Company, after
deduction therefrom of any accrued expenses and fees of the Trustee and any
expenses and fees relating to such termination incurred or to be incurred by
the Trustee, shall be allocated among the then existing Accounts of
Participants employed by such Participating Company. Each such Account shall be
allocated that portion of such assets of the Trust which bears the same
relationship to the total of such assets as the amount then

                                      21-1


<PAGE>   129



standing credited to such Account bears to the total amounts then standing
credited to all Accounts of Participants employed by such Participating
Company. All amounts allocated to the Accounts of Participants employed by
such Participating Company at the time of termination of this Plan shall be
fully vested and nonforfeitable. The amounts thus allocated shall be forthwith
distributed to the Participant for whose benefit the Accounts were established
if he is living on the date of termination, or if he shall have died before
distribution, to his designated Beneficiary, or in the event that his
designation of Beneficiary shall not provide for complete distribution of such
amounts or no designation of Beneficiary shall be on file with the Trustee, in
accordance with the provisions of Section 14.4.

     21.3 Partial Termination of Plan or Complete Discontinuance of
Contributions. Upon the partial termination of this Plan or upon complete
discontinuance of contributions to this Plan by any Participating Company, all
amounts allocated at the time of such partial termination or complete
discontinuance to the Accounts of Participants affected by such partial
termination of complete discontinuance shall be fully vested and
nonforfeitable. However, after any such partial termination or complete
discontinuance of contributions the Trustee shall continue to administer this
Plan in the manner in which this Plan was administered before any such partial
termination and a Participant shall only be entitled to receive benefits upon
the occurrence of an event which under the terms of this Plan would entitle him
to receive such benefits. For purposes of this Section, the Trustee

                                      21-2


<PAGE>   130



shall not treat an event as a "partial termination" unless: (i) the Company has
so designated such event in writing delivered to the Trustee; or (ii) such
event has been finally and expressly determined to be a partial termination
within the meaning of Section 411(d) of the Code in an administrative or
judicial proceeding to which both the Company and the Commissioner of Internal
Revenue or his delegate were parties.

                                      21-3


<PAGE>   131



                                   ARTICLE 22

                            PARTICIPATING COMPANIES

     22.1 Designation of Participating Companies. An Affiliate of the Company
shall become a Participating Company under this Plan with the approval of the
Board of Directors of the Company (which may be by ratification of prior
actions of the Company). In such event, such Participating Company and its
Adoption Date shall be added to Section 22.4 hereof. Participating Companies
which cease to be Participating Companies shall also be shown in Section 22.4
hereof together with their Adoption Dates and Termination Dates.

     22.2 Adoption of Supplements. The Company may determine that special
provisions shall be applicable to some or all of the Employees of a
Participating Company, either in addition to or in lieu of the generally
applicable provisions of this Plan, or may determine that certain Employees
otherwise eligible to participate in this Plan shall not be eligible to
participate in this Plan. In such event, the Company shall adopt a Supplement
with respect to the Participating Company which employs such individuals which
Supplement shall specify the Employees of the Participating Company covered
thereby and the special provisions applicable to such Employees. Any Supplement
shall be deemed to be a part of this Plan solely with respect to the Employees
specified therein.

     22.3 Amendment of Supplements. The Company, from time to time, may amend,
modify or terminate any Supplement pursuant to the procedures described in
Article 21 hereof for the amendment of the

                                      22-1


<PAGE>   132



Plan. No such action shall operate so as to deprive any Employee who was
covered by such Supplement of any vested rights to which he is entitled under
this Plan or the Supplement except as provided in Article 21 hereof.

     22.4 List of Participating Companies. The Participating Companies as of
the Restatement Date and their respective Adoption Dates are as follows:

<TABLE>
<CAPTION>
     Participating Companies                               Adoption Date
     -----------------------                               -------------
     <S>                                                   <C>
     GFI Pharmaceutical Services, Inc.                     January 1, 1992
     Collaborative Clinical Research, Inc.                 January 1, 1997
     Collaborative Holdings, Inc.                          January 1, 1997
     Health Research Innovations, LLP                      January 1, 1997
</TABLE>


     22.5 Delegation of Authority. The Company is hereby fully empowered to act
on behalf of itself and the other Participating Companies as it may deem
appropriate in maintaining the Plan. Without limiting the generality of the
foregoing, such actions include obtaining and retaining tax qualified status
for such Plan and the Trust and appointing attorneys-in-fact in pursuit
thereof. Furthermore, the adoption by the Company of any amendment to the Plan
or the Trust or the termination thereof, will constitute and represent, without
any further action on the part of any Participating Company, the approval,
adoption, ratification or confirmation by each Participating Company of any
such amendment or termination. In addition, the appointment of or removal by
the Company of any Appeals Committee member, any Administrator, Trustee,
Investment Manager or other person under the Plan or Trust shall constitute and
represent, without any further action on the

                                      22-2


<PAGE>   133



part of any Participating Company, the appointment or removal by each
Participating Company of such person.

                                      22-3


<PAGE>   134



                                   ARTICLE 23

                                 MISCELLANEOUS

     23.1 Bankruptcy or Insolvency. In the event that a Participating Company
shall at any time be judicially declared bankrupt or insolvent, or in the event
of its dissolution, merger or consolidation without any provisions being made
for the continuation of this Plan, the Plan created hereunder shall terminate
as to Participants employed by such Participating Company and the Trustee shall
make distributions as provided in Section 21.2 hereof.

     23.2 Mergers, Consolidations and Transfers of Assets. In the event the
Plan shall merge or consolidate with, or transfer any of its assets or
liabilities to any other plan, each Participant shall be entitled to receive,
if the Plan were terminated immediately thereafter, a benefit which is equal to
or greater than the benefit he would have been entitled to receive immediately
before the merger, consolidation or transfer if the Plan had then terminated,
in accordance with Section 414(1) of the Code and Section 208 of ERISA. 

     23.3 No Employment, Legal or Equitable Right Created. Neither anything
contained herein, nor any contribution made hereunder, nor any other acts done
in pursuance of this Plan, shall be construed as entitling any Participant to be
continued in the employ of a Participating Company or any Affiliate for any
period of time nor as obliging a Participating Company or any Affiliate to keep
any Participant in its employ for any period of time, nor

                                      23-1


<PAGE>   135



shall any Employee of a Participating Company or any Affiliate nor anyone else
have any rights whatsoever, legal or equitable, against a Participating Company
or the Trustee as a result of this Plan except those expressly granted to him
hereunder.

     23.4 Prohibition on Reversions. No contribution or payment by a
Participating Company to the Trustee of this Plan, nor any income of the Trust
Fund, shall in any event revert or be credited to or be used for the benefit of
a Participating Company, and all such contributions, payments and income shall
be used solely and exclusively for the benefit of the Participants and their
Beneficiaries under this Plan, except that the Trustee shall return to a
Participating Company upon written request of the Company:

     (a)  any contributions made by the Participating Company by a mistake of
          fact, provided such contributions are returned to the Participating
          Company within one (1) year after the date such contributions were
          made;

     (b)  any contributions made for Plan Years during which this Plan does not
          initially qualify under Section 401(a) of the Code, provided such
          contributions are returned to the Participating Company within one
          (1) year after the date of denial of qualification; and

     (c)  any contributions, to the extent that their deduction is disallowed
          under Section 404 of the Code, provided that such disallowed
          contributions are returned to the Participating Company within one
          (1) year after the disallowance of the deduction.

     Notwithstanding the foregoing, any contributions or part thereof described
in (a), (b) or (c) above that are made to the Plan by a Participating Company
pursuant to a Participant's election under Section 4.1 hereof shall not be
returned to a

                                      23-2


<PAGE>   136



Participating Company, but shall instead be returned to the Participant at
whose election such contributions were made.

     23.5 Procedures for Spousal Consent. If any provision of this Plan shall
require the consent of the spouse of a Participant, such consent shall be in
writing with the signature of the spouse notarized or witnessed by the
Administrator. Notwithstanding any provision hereof to the contrary, the
consent of the spouse shall not be necessary if it is established to the
satisfaction of the Administrator that the signature of the spouse cannot be
obtained either because the spouse cannot be located or because of such other
circumstances as the Secretary of the Treasury may prescribe by lawful
regulations. Any consent given by a spouse pursuant to this Section shall be
effective only with respect to such spouse and shall not be effective with
respect to any other spouse of such Participant.

     23.6 Spousal Consent. Notwithstanding any provisions of this Plan to the
contrary, the Administrator, where it deems appropriate and pursuant to
reasonable and uniform rules it may establish, may require spousal consent for
actions taken, elections made, or the exercise of any rights by a married
Participant under this Plan. Any consent by a spouse pursuant to this Section
shall be made in accordance with Section 23.5 hereof.

     23.7 Indemnification. The Participating Companies shall jointly and
severally indemnify, defend and hold harmless any officers, Employees or
directors or former officers, Employees or directors of any Participating
Company or Affiliate for all acts taken or omitted in carrying out the
responsibilities of the

                                      23-3


<PAGE>   137



Company, Participating Companies, Administrator, Appeals Committee or Trustee
under the terms of this Plan or other responsibilities imposed upon such
individuals by ERISA. This indemnification for all acts or omissions is
intentionally broad, but shall not provide indemnification for embezzlement or
diversion of funds for the benefit of any such individuals, nor shall it
provide indemnification for excise taxes imposed under Section 4975 of the Code
nor for civil penalties imposed under Section 502(l) of ERISA. The
Participating Companies shall indemnify such individuals for expenses of
defending an action by a Participant, Beneficiary, government entity or other
person, including all legal fees and other costs of such defense. The
Participating Companies will also reimburse such an individual for any monetary
recovery in a successful action against any such person in any federal or state
court or arbitration. In addition, if the claim is settled out of court with
the concurrence of the Company, the Participating Companies shall indemnify
such person for any monetary liability under said settlement. Notwithstanding
the foregoing provisions of this Section, no indemnification shall be provided
with respect to any person who is not an individual officer, Employee or
director or former officer, Employee or director of a Participating Company or
Affiliate nor with respect to any claim by a Participating Company or Affiliate
against such individual.

     23.8 Gender. Whenever any pronoun is used herein, it shall be construed to
include the masculine pronoun, the feminine pronoun or the neuter pronoun as
shall be appropriate.

                                      23-4


<PAGE>   138



     23.9 Number. The singular shall include the plural, or vice versa,
whenever the context so requires.

     23.10 Applicable Law. This Plan shall be construed under and in accordance
with the law and laws of the State of Ohio and of the United States of America.

     23.11 No Effect on Account Balance. Notwithstanding any provision of this
Amendment and Restatement to the contrary, this Amendment and Restatement shall
not affect the balances credited to the Accounts of any Participant as of the
Restatement Date, which balances shall remain credited to his Accounts until
such date subsequent to the Restatement Date as of which his Accounts shall be
credited, debited or adjusted as provided in this Plan, and shall not affect
the amount or method of distribution of the Vested Interests of Participants
who died, became Disabled, retired or terminated employment prior to the
Restatement Date.

     23.12 Investment Manager. Notwithstanding any contrary provisions of this
Plan, the Company hereby retains the right to appoint, from time to time, one
or more:

     (a)  banks, as defined in the Investment Advisers Act of 1940;

     (b)  persons registered as investment advisers under said Act; or

     (c)  insurance companies qualified to perform investment advisory services
          under the laws of more than one state;

to act as the Investment Manager or Managers of all or such portions of the
Trust Fund as the Company in its sole discretion shall direct. In order to
serve as Investment Manager, any such bank, person or insurance company must
state in writing to the

                                      23-5


<PAGE>   139



Company and the Trustee that it meets the requirements set forth in this
Section to be an Investment Manager and that it acknowledges that it shall be a
fiduciary with respect to this Plan during all periods that it shall serve as
such. During any period that an Investment Manager has been appointed with
respect to the Trust Fund or a portion thereof, it shall have all powers
normally given to a Trustee under ERISA with respect to the management,
acquisition or disposition of any asset of the Trust Fund, or such portion
thereof and the Trustee shall have no powers, duties or obligations with
respect to the investment, management, acquisition or disposition of such
assets. The Company may remove any Investment Manager or change the portion of
the Trust Fund at any time subject to its management by written notice to the
Trustee and the Investment Manager. Any Investment Manager may resign by
written notice to the Company and the Trustee. Unless the Company appoints a
successor to an Investment Manager which has resigned or been removed or which
is no longer managing a portion of the Trust Fund, the powers, duties and
obligations of the Trustee with respect to the portion of the Trust Fund
formerly managed by the Investment Manager shall be automatically restored.

                                      23-6


<PAGE>   140


     IN WITNESS WHEREOF, Collaborative Clinical Research, Inc. and GFI
Pharmaceutical Services, Inc., by their officers duly authorized, have caused
this Plan to be executed as of the ______ day of January, 1997.

                                        COLLABORATIVE CLINICAL
                                            RESEARCH, INC.

                                             ("Company")

                                        By____________________________

                                        And___________________________


                                        GFI PHARMACEUTICAL
                                          SERVICES, INC.

                                             ("GFI")

                                        By____________________________

                                        And___________________________

                                      23-7




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission