













                      TRANSACTION SYSTEMS ARCHITECTS, INC.

                           DEFERRED COMPENSATION PLAN

<PAGE>

                              TABLE OF CONTENTS



ARTICLE 1          INTRODUCTION................................................1

           1.1     Purpose of the Plan, Effective Date.........................1

           1.2     Plan Administrator, Plan Year...............................1

           1.3     The Employers...............................................1

           1.4     Supplements.................................................1

ARTICLE 2          PLAN PARTICIPATION..........................................1

           2.1     Eligibility.................................................1

           2.2     Participation...............................................2

           2.3     Cessation of Active Participation...........................2

ARTICLE 3          PARTICIPANTS' ACCOUNTS; DEFERRALS AND CREDITING.............3

           3.1     Participants' Accounts......................................3

           3.2     Deferral Contributions......................................3

           3.3     Deferral Election...........................................4

           3.4     Discretionary Contributions.................................5

           3.5     Debiting of Distributions and Forfeitures...................5

           3.6     Crediting of Earnings or Losses on Contributions............5

           3.7     Errors in Accounts..........................................6

ARTICLE 4          INVESTMENT FUNDS............................................6

           4.1     Selection by Committee......................................6

           4.2     Participant Direction of Deemed Investments.................6

ARTICLE 5          PAYMENT OF ACCOUNT BALANCES.................................7

           5.1     Benefit Payments Upon Termination of Service for
                   Reasons Other Than Death....................................7

           5.2     Form of Distribution........................................8

           5.3     Death Benefits..............................................9

           5.4     InService Distributions.....................................9

           5.5     Beneficiary Designation....................................11

ARTICLE 6          CLAIMS.....................................................12

           6.1     Initial Claim..............................................12

           6.2     Appeal.....................................................12

           6.3     Satisfaction of Claims.....................................12

ARTICLE 7          NO FUNDING OF PLAN BENEFITS................................12

ARTICLE 8          COMMITTEE..................................................13

           8.1     Committee's Duties.........................................13

           8.2     Action by Plan Administration..............................14

           8.3     Information Required for Plan Administration...............14

           8.4     Decision of Committee Final................................14

           8.5     Interested Committee Member................................14

           8.6     Indemnification............................................15

ARTICLE 9          RELATING TO THE COMPANY....................................15

           9.1     Action by Company..........................................15

ARTICLE 10         AMENDMENT AND TERMINATION..................................15

           10.1    Amendment..................................................15

           10.2    Termination................................................15

           10.3    Distribution on Termination................................16

ARTICLE 11         GENERAL PROVISIONS.........................................16

           11.1    Notices....................................................16

           11.2    Nonalienation of Plan Benefits.............................16

           11.3    Payment with Respect to Incapacitated Persons..............16

           11.4    No Employment or Benefit Guaranty..........................16

           11.5    Litigation.................................................17

           11.6    Headings...................................................17

           11.7    Evidence...................................................17

           11.8    Gender and Number..........................................17

           11.9    Waiver of Notice...........................................17

           11.10   Applicable Law.............................................17

           11.11   Severability...............................................17

           11.12   Withholding for Taxes......................................17

           11.13   Successors.................................................18

           11.14   Effect on Other Employee Benefit Plans.....................18


<PAGE>

                                   CERTIFICATE




     I, David P. Stokes,  Secretary of  Transaction  Systems  Architects,  Inc.,
hereby certify that the attached  document is a correct copy of the  Transaction
Systems Architects,  Inc. Deferred  Compensation Plan effective as of January 1,
1999.

     Dated this 20th day of November, 1998.


                                                  /s/ David P. Stokes
                                                  ----------------------
                                                      David P. Stokes

                                                     (Corporate Seal)
<PAGE>


                      TRANSACTION SYSTEMS ARCHITECTS, INC.
                           DEFERRED COMPENSATION PLAN


                                    Article 1
                                  Introduction

         1.1      Purpose  of  the  Plan,   Effective   Date.  The   Transaction
Systems  Architects,  Inc.  Deferred  Compensation  Plan (the  "Plan")  has been
established by Transaction Systems Architects,  Inc. (the "Company"),  effective
as of  January  1,  1999  (the  "Effective  Date"),  with  respect  to  Eligible
Employees  (as  defined in Section  2.1).  The purpose of the Plan is to provide
certain  Eligible  Employees with an opportunity to defer the receipt and income
taxation  of a  portion  of such  employees'  annual  compensation.  The Plan is
intended  to be a plan that is unfunded  and that is  maintained  primarily  for
the purpose of providing  deferred  compensation to a select group of management
or highly compensated employees.

         1.2      Plan  Administrator,  Plan Year. The Plan is  administered  by
the  Compensation  Committee of the Board of Directors  of  Transaction  Systems
Architects,  Inc. (the  "Committee").  The Plan is  administered on the basis of
a Plan Year which is the calendar  year.  Article 8 describes  certain  specific
powers,  duties  and  responsibilities  of the  Committee  with  respect  to the
administration of the Plan.

         1.3      The   Employers.   The  Company  and  its   Subsidiaries   are
referred  to herein  collectively  as the  "Employers"  and  individually  as an
"Employer".  A "Subsidiary"  means any  corporation  more than 50 percent of the
voting stock of which is directly or indirectly owned by the Company.

         1.4      Supplements.  From time to time  supplements  may by amendment
be  attached  to and form a part of this Plan.  Such  supplements  may modify or
supplement  the  provisions  of the Plan as they apply to  particular  groups of
Eligible  Employees  (as defined in Section 2.1) or groups of  Participants  (as
defined in Section 2.2),  shall specify the person affected by such  supplements
and shall  supersede the other  provisions  of the Plan to the extent  necessary
to eliminate  inconsistencies  between the Plan provisions and the provisions of
such supplements.

                                       Article 2.
                                   Plan Participation.

         2.1      Eligibility.  Each  employee  of an Employer  shall  become an
Eligible  Employee as of the date he is notified  by the  Committee  that he has
been  selected by the  Committee to become an Eligible  Employee.  The Committee
shall consider such factors as it, in its sole discretion,  considers  pertinent
in selecting  Eligible  Employees.  "Eligible  Employee"  means, for a Plan Year
or portion of a Plan Year, an individual:

                   (a)     who is an employee of an  Employer,  exclusive of any
employee who provides  services to an Employer  under a contract or  arrangement
with  either  the  individual  or with an agency or  leasing  organization  that
treats the  individual  as either an  individual  contractor  or an  employee of
such  agency  or  leasing  organization,   even  if  such  individual  is  later
determined  to have been a common law  employee of the  Employer  rather than an
independent contractor or an employee of such agency or leasing organization;

                   (b)     who is a member of a select  group of  management  or
highly compensated employees; and

                   (c)     either  (i) who,  for such Plan Year,  has  satisfied
such  minimum  compensation  or other  classification  requirements  established
from time to time by the  Committee,  or (ii) who otherwise is designated by the
Committee,  in its sole  discretion,  as eligible to elect to participate in the
Plan.

          2.2     Participation.  Each Eligible  Employee may irrevocably  elect
to have  Deferral  Contributions  made on his behalf for a Plan Year, or portion
of  a  Plan  Year,   pursuant  to  Section   3.2  and  thereby   become  a  Plan
Participant.  "Participant"  means any  individual who has been admitted to, and
has not been removed  from,  participation  in the Plan pursuant to this Article
2. A  Participant  must  complete  such forms and provide  such data in a timely
manner  as is  required  by the  Committee.  Such  forms  and data may  include,
without  limitation,  his acceptance of the terms and conditions of the Plan and
his  designation  of  a  beneficiary  to  receive  any  death  benefits  payable
hereunder.

         2.3      Cessation of Active Participation.

                   (a)     Cessation of Eligible  Status.  A  Participant  shall
be   considered   an  active   Participant   during  any  period  when  Deferral
Contributions  are  being  made  to the  Plan  on his  behalf.  A  Participant's
active  participation  in the Plan  shall  cease  as of the date his  employment
with  all  Employers  terminates.  In  addition,  the  Committee  may  remove  a
Participant  from  active  participation  in the Plan if, as of any day during a
Plan  Year,  he  ceases  to  satisfy  the  criteria  which  qualified  him as an
Eligible Employee.  Upon cessation of, or removal from, active  participation in
the Plan, a Participant's deferrals under the Plan shall cease.

                   (b)     Inactive  Participant  Status.  Even  if  his  active
participation   in  the  Plan  ends,  an  employee   shall  remain  an  inactive
Participant  in the Plan until the  earlier  of (i) the date the full  amount of
his vested Plan  Accounts  (as defined in Section 3.1) is  distributed  from the
Plan, or (ii) the date he again  recommences  active  participation  in the Plan
as an Eligible Employee by electing to have Deferral  Contributions  made to the
Plan on his behalf  pursuant to Section  3.2.  During the period of time that an
employee  is an  inactive  Participant  in the  Plan,  his Plan  Accounts  shall
continue  to be  credited  with  earnings  and losses  pursuant  to the terms of
Section  3.6,  and he shall  continue  to be  eligible  to direct  the manner in
which his Accounts shall be deemed invested pursuant to Section 4.2.

                   (c)     Participation  after  Reemployment.  If  an  Eligible
Employee  terminates  employment  with all Employers  (either before or after he
becomes a  Participant)  and then is reemployed by an Employer,  he shall become
eligible to  participate or to recommence  his  participation  in the Plan as of
the  date,  on or  after  his  reemployment  date,  that he is  notified  by the
Committee that he has been  reselected by the Committee as an Eligible  Employee
and that he may  elect to have  Deferral  Contributions  made to the Plan on his
behalf pursuant to Section 3.2.

                  (d)      Application  of  ERISA.  It  is  the  intent  of  the
Company  that the Plan be exempt  from Parts 2, 3, and 4 of  Subtitle B of Title
I  of  the  Employee   Retirement  Income  Security  Act  of  1974,  as  amended
("ERISA"),  as an unfunded plan that is maintained by the Company  primarily for
the  purpose  of  providing   deferred   compensation  for  a  select  group  of
management   or  highly   compensated   employees   (the   "ERISA   exemption").
Notwithstanding  anything  to the  contrary  in this  Article  2 or in any other
provision of the Plan,  the  Committee  may in its sole  discretion  exclude any
one  or  more  Eligible  Employees  from  eligibility  to  participate  or  from
participation   in  the  Plan,  may  exclude  any  Participant   from  continued
participation  in the  Plan,  and may  take  any  further  action  it  considers
necessary or  appropriate if the Committee  reasonably  determines in good faith
that such  exclusion  or further  action is  necessary  in order for the Plan to
qualify for, or to continue to qualify for, the ERISA exemption.

                                       Article 3.
                     Participants' Accounts; Deferrals and Crediting

         3.1      Participants'  Accounts.  The  Committee  shall  establish and
maintain  on behalf  of each  Participant  the  following  separate  bookkeeping
accounts (an "Account") under the Plan:

                  (i)      Deferral   Contribution   Account.  Each  Participant
         shall have a "Deferral  Contribution  Account" maintained on his behalf
         under the Plan.  With respect to any  Participant,  this Account  shall
         represent  the  amount of his  Deferral  Contributions  (as  defined in
         Section 3.2) and earnings or losses attributable thereto.

                  (ii)     Employer   Contribution   Account.  Each  Participant
         shall  have  an  "Employer  Contribution  Account"  maintained  on  his
         behalf under the Plan.  With respect to any  Participant,  this Account
         shall  represent  the  amount of his  Discretionary  Contributions  (as
         defined in Section  3.4),  if any, and earnings or losses  attributable
         thereto.

         The  Committee,  in its  discretion,  may also  establish  and maintain
such additional  separate  bookkeeping  accounts for the Participant as it shall
deem desirable.  Each  Participant  shall at all times have a 100 percent vested
interest  in  his  Deferral   Contribution   Account.  A  Participant's   vested
interest  in his  Employer  Contribution  Account  shall  be  determined  by the
Committee,  in its sole discretion,  based on the vesting schedule  specified by
the Company  with  respect to each  Discretionary  Contribution  credited to the
Participant's  Employer  Contribution  Account.  Each  Account of a  Participant
shall be  maintained  until  the value  thereof  has been  distributed  to or on
behalf of such Participant or his beneficiary.

         3.2      Deferral  Contributions.   Each  Participant  may  irrevocably
elect to have  Deferral  Contributions  made on his  behalf  for a Plan  Year by
completing  and  submitting  to the  Committee  (or  its  designee)  a  Deferral
Election (as defined in Section 3.3)  setting  forth the terms of his  election.
The Deferral  Contribution  made by a Participant  with respect to any Plan Year
must be at least $5,000,  or such Deferral  Contribution,  adjusted for earnings
or  losses  thereon  in  accordance  with  Section  3.6,  will be  automatically
distributed  to the  Participant  on or before  the last day of such Plan  Year.
Notwithstanding  the  preceding  sentence,  if an  Eligible  Employee  who first
becomes an Eligible  Employee  after the first day of a Plan Year elects to make
a Deferral  Contribution  with respect to such Plan Year,  the minimum  required
Deferral  Contribution for such  Participant  shall be an amount equal to $5,000
multiplied  by a fraction,  the  numerator of which is the number of full months
remaining  in such Plan Year after the Deferral  Election is  effective  and the
denominator  of which is twelve.  A "Deferral  Contribution"  means that portion
of a Participant's  Base Salary and Variable  Compensation  that the Participant
elects to defer receipt of, in lieu of receiving  such  compensation  currently.
"Base Salary" means the  Participant's  annual base salary from his Employer for
the Plan  Year paid or  payable  in a regular  salary  paycheck  while an active
Participant  in  the  Plan.  "Variable  Compensation"  means  the  Participant's
variable  compensation,  if any, from his Employer for the Plan Year,  including
but not  limited to,  bonus  amounts,  management  incentive  compensation,  and
sales  commissions,  paid  or  payable  in  a  quarterly  variable  compensation
paycheck  while an active  Participant  in the Plan. A Participant  may elect to
defer,  through pay reduction each payroll period,  no less than one percent nor
more  than 50  percent,  in  whole  percentages,  of his  Base  Salary  for such
payroll  period and may elect to defer,  through  pay  reduction  each  calendar
quarter,  no  less  than  one  percent  nor  more  than  75  percent,  in  whole
percentages,  of his Variable  Compensation for such calendar quarter.  Deferral
Contributions  may only be made while the  Participant  is actively  employed by
the  Employer.  For  purposes  of the Plan,  a  Participant  will be  considered
actively   employed  during  a  period  of  paid  leave  of  absence  or  salary
continuation.  A Participant will not be considered  actively  employed during a
period  of  unpaid  leave  of  absence.   Notwithstanding   the   foregoing,   a
Participant's Deferral  Contributions shall be reduced by the Committee,  in its
sole  discretion,  to the extent  necessary  to  provide  the  Participant  with
sufficient  Base Salary and Variable  Compensation to satisfy his employment tax
deductions, wage withholding and any other payroll deductions.

         3.3      Deferral  Election.  A Participant  must complete and submit a
written  Deferral  Election to the Committee  providing for the reduction of his
Base Salary and Variable  Compensation  for the  appropriate  amount of Deferral
Contributions.  The  following  terms and  conditions  shall  apply to  Deferral
Elections:

                   (a)     Initial Deferral  Election.  The Eligible  Employee's
initial  Deferral  Election  under the Plan with  respect to his Base Salary for
any Plan Year shall be effective for the first regular  salary  paycheck  earned
after  the  date  the  Deferral   Election  becomes   effective.   The  Eligible
Employee's  initial  Deferral  Election  under  the  Plan  with  respect  to his
Variable  Compensation,  if any,  for any Plan Year shall be  effective  for the
first  quarterly  Variable  Compensation  paycheck  earned  after  the  date the
Deferral  Election  becomes  effective.  To be effective,  the initial  Deferral
Election  under the Plan with  respect to Base  Salary  must be made  within the
time period  prescribed  by the  Committee  (generally,  before the first day of
the Plan Year for  which  Deferral  Contributions  attributable  to Base  Salary
will be made or, if later  during such Plan Year,  within 30 days after the date
on which the Eligible  Employee first becomes an Eligible  Employee  pursuant to
Section 2.1).  To be effective,  the initial  Deferral  Election  under the Plan
with  respect to  Variable  Compensation,  if any,  must be made within the time
period  prescribed  by the  Committee  (generally,  before  the first day of the
Plan Year for which the  Variable  Compensation  to be  deferred  will be earned
or, if later  during such Plan Year,  within 30 days after the date on which the
Eligible  Employee  first  becomes  an  Eligible  Employee  pursuant  to Section
2.1).  Until such time as an  Eligible  Employee  submits  an  initial  Deferral
Election  in a timely  manner,  he shall be deemed to have  elected  not to make
Deferral  Contributions  and to have elected not to become a Participant  in the
Plan.

                  (b)      Subsequent   Deferral   Election.   A   Participant's
subsequent  Deferral  Election with respect to his Base Salary for any Plan Year
must be made  before  the first  day of the Plan Year for which the Base  Salary
to be deferred is payable.  A Participant's  subsequent  Deferral  Election with
respect to his  Variable  Compensation,  if any,  for any Plan Year must be made
before  the first day of the Plan Year for which the  Variable  Compensation  to
be deferred is earned.

                  (c)      Term.  Each  Participant's  Deferral  Election  shall
remain in effect for the Base Salary and Variable  Compensation,  if any, earned
during a Plan Year until the earlier of (i) the date the  Participant  ceases to
be an  active  Participant,  or (ii)  the  automatic  revocation  of a  Deferral
Election   pursuant  to  Section   5.4(a)  or  5.4(b).   If  a  Participant   is
transferred  from the  employment  of one Employer to the  employment of another
Employer,  his Deferral  Election with the first  Employer will remain in effect
and will apply to his Base Salary and Variable  Compensation,  if any,  from the
second  Employer  until the earlier of those  events set forth in the  preceding
sentence.

                  (d)      Crediting  Contributions.  For each  Plan Year that a
Participant  has a Deferral  Election in effect,  the Committee shall credit the
amount  of  such   Participant's   Deferral   Contributions   to  his   Deferral
Contribution  Account  on the day such  amount  would  have been paid to him but
for his Deferral  Election (or such other date or time as the Committee,  in its
sole discretion, determines from time-to-time).

         3.4      Discretionary  Contributions.  As of the last  business day of
each  Plan  Year  (or  such  other  date or time as the  Committee,  in its sole
discretion,  determines  from  time-to-time),  the  Committee  shall  credit any
Discretionary  Contributions  made with  respect  to an active  Participant  for
such   Plan  Year  to  such   Participant's   Employer   Contribution   Account.
"Discretionary  Contribution"  means a discretionary  amount  contributed to the
Plan  by the  Company  with  respect  to an  active  Participant  who is  making
Deferral  Contributions  for  such  Plan  Year.  The  Company  may,  but  is not
obligated to, make a Discretionary  Contribution  for a Plan Year for any one or
more active  Participants,  which  Discretionary  Contributions may be different
amounts  or  different   percentages  of  compensation   for  each  such  active
Participant and which  Discretionary  Contributions will vest in accordance with
the  vesting   schedule   specified  by  the  Company  on  the  date  each  such
Discretionary Contribution is made.

         3.5      Debiting  of  Distributions   and  Forfeitures.   As  of  each
business  day, the  Committee  shall debit each  Participant's  Accounts for any
amount  distributed  or  forfeited  from such  Accounts  since  the  immediately
preceding business day.

         3.6      Crediting  of  Earnings  or  Losses  on  Contributions.  As of
each  business day, the Committee  shall credit to each  Participant's  Accounts
the amount of earnings  or losses  applicable  thereto for the period  since the
immediately  preceding  business  day. To effect such  crediting of earnings and
losses,  the  Committee  shall,  as of each  business  day,  first  subtract all
distributions  since the  immediately  preceding  business day from the Account,
add to the  Account  the  amount  of the  contributions,  and  allocate  the net
earnings  or  losses  to the  Participant's  Account  based  on  the  individual
account  activity  of  the  Account  during  such  period  pursuant  to a  share
accounting  method  under  which  each  Participant's  deemed  investment  in an
Investment  Fund (as defined in Section  4.1) shall be  accounted  for in deemed
shares in funds  selected  by the  Committee  and  offered  within  the Plan for
purposes of  calculating  earnings and losses for  Participants'  Accounts.  For
this purpose,  the Committee  shall adopt uniform rules which conform  generally
to accepted accounting practices.

         3.7      Errors in  Accounts.  If an error or  omission  is  discovered
in the Account of a  Participant,  in the amount of a  Participant's  deferrals,
or in the amount of Discretionary  Contributions  credited to the  Participant's
Account,  the  Committee,  in its  sole  discretion,  shall  cause  appropriate,
equitable  adjustments  to be  made  as  soon  as  administratively  practicable
following the discovery of such error or omission.

                                   Article 4
                                Investment Funds

                   4.1     Selection  by  Committee.  From  time  to  time,  the
Committee shall select two or more  investment  funds (the  "Investment  Funds")
for purposes of  determining  the rate of return on amounts  deemed  invested in
accordance  with the terms of the Plan. The Committee  will notify  Participants
in writing  prior to the  beginning of each Plan Year and at such other times as
the Committee  deems  necessary or desirable of the Investment  Funds  available
under the Plan for such Plan  Year.  The  Committee  may  change,  add or remove
Investment  Funds on a prospective  basis at any time and in any manner it deems
appropriate.

         4.2      Participant    Direction   of   Deemed    Investments.    Each
Participant  generally  may  direct the  manner in which his  Accounts  shall be
deemed  invested in and among the Investment  Funds;  provided,  such investment
directions shall be made in accordance with the following terms:

                  (a)      Nature of  Participant  Direction.  The  selection of
Investment  Funds by a Participant  shall be for the sole purpose of determining
the rate of return to be credited to his  Accounts,  and shall not be treated or
interpreted  in any manner  whatsoever as a requirement or direction to actually
invest assets in any Investment Fund or any other  investment  media.  The Plan,
as an unfunded,  nonqualified  deferred compensation plan, at no time shall have
any  actual   investment  of  assets   relative  to  the  benefits  or  Accounts
hereunder.

                  (b)      Investment  of  Contributions.  Except  as  otherwise
provided  in  this  Section  4.2,  each   Participant  may  make  an  investment
election,  made in such form as the Committee may direct or permit,  prescribing
the  percentage  of his future  contributions  that will be deemed  invested  in
each Investment Fund. An initial  investment  election of a Participant shall be
made as of the date the Participant  commences or recommences  participation  in
the Plan and shall apply to all  contributions  credited  to such  Participant's
Accounts  after such  date.  Such  Participant  may make  subsequent  investment
elections  at such  times as  permitted  by the  Committee,  and such  elections
shall apply to all such specified  contributions  credited to such Participant's
Accounts  after the effective date of such  election.  Any  investment  election
timely and  properly  made  pursuant to this  subsection  with respect to future
contributions   shall  remain   effective  until  changed  by  the  Participant.
Notwithstanding   anything  to  the  contrary  in  this   subsection   (b),  the
Participant  may  make  a  separate  investment  election  with  respect  to the
contributions credited to his Accounts for each and every Plan Year.

                  (c)      Investment  of  Existing   Account   Balances.   Each
Participant  may  make an  investment  election,  effective  as of the  date the
Participant  commences or recommences  participation in the Plan,  prescribing a
different  percentage  of his  existing  Account  balances  that  will be deemed
invested  in  each  Investment   Fund.  Such  Participant  may  make  subsequent
investment  elections at such times as permitted by the Committee  prescribing a
different  percentage  of his  existing  Account  balances  that  will be deemed
invested  in each  Investment  Fund.  Each such  election  which is  timely  and
properly  made  shall  remain  in  effect  until  changed  by such  Participant.
Notwithstanding   anything  to  the  contrary  in  this   subsection   (c),  the
Participant  may  make a  separate  investment  election  with  respect  to that
portion of his  existing  Account  balances  attributable  to the  contributions
credited to his Accounts for each and every Plan Year.

                  (d)      Committee   Discretion.   The  Committee  shall  have
complete  discretion  to adopt and revise  procedures  to be  followed in making
such  investment  elections.  Such  procedures may include,  but are not limited
to,  the  process  of  making  elections,  the  permitted  frequency  of  making
elections,   the  incremental  size  of  elections,   the  deadline  for  making
elections and the effective date of such  elections.  Any procedures  adopted by
the Committee that are inconsistent  with the deadlines or procedures  specified
in this  Section  4.2  shall  supersede  such  provisions  of this  Section  4.2
without the necessity of a Plan amendment.

                                   Article 5
                          Payment of Account Balances

          5.1     Benefit  Payments  Upon  Termination  of Service  for Reasons 
Other Than Death.

                  (a)      General.    In   accordance   with   the   terms   of
subsection  (b)  hereof,  if  a  Participant's  employment  with  the  Employers
terminates for any reason other than death, he (or his  beneficiary,  if he dies
after such  termination  of  employment  but before  distribution  of his vested
Accounts)  shall be entitled to receive a  distribution  of the total of (i) the
entire  vested  amount  credited to his  Accounts,  as adjusted  for earnings or
losses  attributable  thereto,  determined  as of the last  business  day of the
calendar  quarter in which his employment  with the Employers  terminates;  plus
(ii) the   amount   of   Deferral   Contributions   and   vested   Discretionary
Contributions,  if any,  made  since  such  business  day;  and minus  (iii) the
amount of any distributions made to the Participant since such business day.

                  (b)      Timing  of  Distribution.  The  distribution  of  the
vested  benefit  payable to a  Participant  under this Section  shall be made or
commence as soon as  reasonably  practicable  after the last business day of the
calendar  quarter  in which  the  Participant's  employment  with the  Employers
terminates for any reason other than death.

         5.2      Form of Distribution.

                            (a)     Lump Sum  Payment.  Except  as  provided  in
subsection  (b)  hereof,  the  vested  benefit  payable to a  Participant  under
Section 5.1 shall be distributed in the form of a lump sum payment.

                  (b)      Quarterly  Installments.  A  Participant  may  elect,
in writing,  at the time he makes his  Deferral  Election,  or at any later time
that is at  least  one year  before  his  retirement  date,  to have any  vested
benefit  payable  under Section 5.1 on account of the  Participant's  retirement
on or after  attainment  of age 50 and  accumulation  of 60 Points (as described
below) paid in the form of quarterly  installments  over a five,  ten or fifteen
year period;  provided,  if the  Participant's  vested Account balances are less
than $60,000 on his  employment  termination  date,  his entire  vested  Account
balances  shall  be paid in the  form  of a lump  sum  payment  as  provided  in
Section  5.2(a)  hereof.  In the event a  Participant  elects to have any vested
benefit  payable under  Section 5.1 paid in the form of quarterly  installments,
such  Participant may elect,  in writing,  at any time that is at least one year
before his  retirement  date,  to have his vested  benefit paid in the form of a
lump  sum  payment.  In the  event  a  Participant  elects  to have  any  vested
benefit  payable  under  Section  5.1 on account of his  retirement  on or after
attainment  of age 50 and  accumulation  of 60 Points paid in the form of a lump
sum payment,  such  Participant  may elect,  in writing,  at any time that is at
least one year before his  retirement  date, to have his vested  benefit paid in
the form of annual  installments  over a five,  ten or fifteen  year  period.  A
Participant  shall be  credited  with one Point for each  whole  year of his age
and  for  each  whole  year  of  his  service  as an  employee  of an  Employer,
commencing  with his date of hire by an  Employer  and  ending  with the date he
terminates  employment  with all of the  Employers.  The  Committee  shall  have
complete  discretion  to adopt and revise  rules for  determining  Participants'
years of service for purposes of the preceding sentence.

                  (i)      The  installment  payments  shall be made in
         quarterly   installments  (adjusted  for  earnings  or  losses
         between  payments in accordance with Section 3.6),  commencing
         as soon as  reasonably  practicable  after  the last  business
         day  of  the  calendar   quarter  in  which  the   Participant
         terminated   employment,   and  continuing   each   successive
         calendar quarter thereafter.

                  (ii)     If a  Participant  dies after payment of his
         vested  Account  balances from the Plan has begun,  but before
         his entire  vested  Account  balances  have been  distributed,
         the  remaining  amount of his vested  Account  balances  shall
         continue to be  distributed to the  Participant's  beneficiary
         on  the  same   scheduled   payment   dates   and   using  the
         installment   method   of   distribution    elected   by   the
         Participant.

                  (iii)    Notwithstanding     anything     in     this
         subsection  (b) to the contrary,  if the  Participant  elected
         at least one year before his  employment  termination  date to
         have any vested  benefit  payable  under  Section  5.1 paid in
         the form of quarterly  installments and the Committee,  in its
         sole   discretion,    determines   the   Participant   has   a
         "Disability"  at  the  time  his  employment  terminates,  his
         entire  vested   Accounts   shall  be  paid  in  the  form  of
         quarterly   installment   payments   as  so   elected  by  the
         Participant.  "Disability"  shall  have  the same  meaning  as
         when  used  in  the  TSA  401(k)  Plan.  The  decision  of the
         Committee as to Disability shall be final and binding.

         5.3      Death  Benefits.  If  a  Participant's   employment  with  the
Employers  terminates  due  to  his  death,  the  Participant  shall  have a 100
percent  vested  interest in his Employer  Contribution  Account,  if any.  Such
Participant's  beneficiary  shall be entitled to receive a lump sum distribution
of the total of (i) the entire amount credited to such  Participant's  Accounts,
as adjusted for earnings or losses  attributable  thereto,  determined as of the
last business day of the calendar  quarter in which the  Participant  died; plus
(ii) the amount of Deferral  Contributions and Discretionary  Contributions made
since  such   business  day,  if  any;  and  minus   (iii) the   amount  of  any
distributions  made to or on  behalf  of the  Participant  since  such  business
day.  If such  Participant  was an  active  Participant  on the day  immediately
prior to his death  (that is,  Deferral  Contributions  were  being  made to the
Plan on behalf of the Participant  for the Plan Year of his death),  such active
Participant's  beneficiary  shall also receive a lump sum  pre-retirement  death
benefit  equal to $100,000.  The benefits  payable  under this Section 5.3 shall
be distributed to such beneficiary as soon as reasonably  practicable  after the
last business day of the calendar quarter in which the Participant died.

         5.4      In-Service Distributions.

                  (a)      Hardship  Distributions.  Upon  receipt  of a written
application  for  an  in-service  hardship   distribution  and  the  Committee's
decision,  made in its  sole  discretion,  that a  Participant  has  suffered  a
"Financial   Hardship",   the  Participant  shall  be  entitled  to  receive  an
in-service   distribution   from  his  vested   Account   balances.   "Financial
Hardship" shall mean a severe  financial  hardship to the Participant  resulting
from a sudden and  unexpected  illness or  accident  of the  Participant  or the
Participant's  dependent (as defined in Section  152(a) of the Internal  Revenue
Code of 1986, as amended (the "Code")),  loss of the Participant's  property due
to casualty,  or other similar  extraordinary  and  unforeseeable  circumstances
arising  as  a  result  of  events  beyond  the  control  of  the   Participant.
Financial  Hardship  shall be  determined  by the  Committee on the basis of the
facts  of each  case,  including  information  supplied  by the  Participant  in
accordance  with  uniform  guidelines  prescribed  from  time  to  time  by  the
Committee;  provided,  the  Participant  will be deemed not to have a  Financial
Hardship  to the extent that such  hardship  is or may be  relieved  (i) through
reimbursement  or  compensation  by insurance or otherwise;  (ii) by liquidation
of the  Participant's  assets, to the extent the liquidation of assets would not
itself  cause  severe  financial  hardship;  or (iii) by  cessation of deferrals
under the Plan.  Examples of what are not  considered to be Financial  Hardships
include  the need to send a  Participant's  child to  college  or the  desire to
purchase  a home.  Such  distribution  shall  be paid in a lump sum  payment  as
soon  as  reasonably   practicable  after  the  Committee  determines  that  the
Participant  has  incurred  a  Financial  Hardship.  The amount of such lump sum
payment shall not exceed the total of (i) the entire  vested amount  credited to
the  Participant's  Accounts,  as adjusted for  earnings or losses  attributable
thereto,  determined  as of the  business  day on  which  such  distribution  is
processed;   plus  (ii)  the  amount  of  Deferral   Contributions   and  vested
Discretionary  Contributions  made since such  business  day, if any;  and minus
(iii)  the  amount  of any  distributions  made to the  Participant  since  such
business  day;  and,  the  amount  of such  lump sum  payment  shall be  further
limited to the amount that the Committee  determines is reasonably  necessary to
meet the  Participant's  requirements  resulting  from the  Financial  Hardship.
For purposes of this  subsection,  the "business day on which such  distribution
is  processed"  refers to the  business  day  established  for such  purpose  by
administrative  practice,  even if actual payment is made at a later date due to
delays in  valuation,  administration  or any  other  procedure.  The  amount of
such distribution  shall reduce the  Participant's  Account balances as provided
in  Section   3.5.  A   Participant   who   receives  an   in-service   hardship
distribution  shall not be eligible  to make  Deferral  Contributions  under the
Plan or be credited with any  Discretionary  Contributions  for the remainder of
the Plan  Year in which  such  distribution  is made and for the next  following
Plan Year, and such Participant's  current Deferral  Election,  if any, shall be
automatically   revoked.  When  such  Participant  is  again  eligible  to  make
Deferral  Contributions,  such  Participant may resume active  participation  in
the Plan by making a new Deferral  Election and satisfying any other  procedures
for participation under Section 2.2.

                  (b)      Distributions  with Forfeiture.  Notwithstanding  any
other  provision of this Article 5 to the contrary,  a Participant may elect, in
writing,  at any time prior to the  complete  distribution  of his  vested  Plan
Accounts,  to  receive a  distribution  of 90  percent  of the total of  (i) the
entire  vested  amount  credited to his  Accounts,  as adjusted  for earnings or
losses  attributable  thereto,  determined  as of the last  business  day of the
month preceding the date of his distribution  election;  plus (ii) the amount of
Deferral  Contributions and vested  Discretionary  Contributions made since such
business day, if any; and minus (iii) the  amount of any  distributions  made to
the  Participant  since such business day.  Such  distribution  shall be made as
soon  as   reasonably   practicable   after   the  date  of  the   Participant's
distribution   election  under  this   subsection  (b).  As  of  the  date  such
distribution  is made,  an amount  equal to ten  percent  of such  Participant's
total Account  balances  determined as of the business day immediately  prior to
the date such  distribution is made, both vested and nonvested  portions,  shall
be permanently  and irrevocably  forfeited,  and such  Participant  shall not be
eligible to make  Deferral  Contributions  under the Plan or to be credited with
any  Discretionary  Contributions  for the  remainder  of the Plan Year in which
such  distribution  is made  and for the  next  following  Plan  Year,  and such
Participant's   current  Deferral  Election,  if  any,  shall  be  automatically
revoked.   When  such   Participant   is  again   eligible   to  make   Deferral
Contributions,  such Participant may resume active  participation in the Plan by
making  a  new  Deferral  Election  and  satisfying  any  other  procedures  for
participation  under  Section  2.2.  The  amount  of the  distribution  and  the
amount  of  the   forfeiture   under  this   subsection  (b)  shall  reduce  the
Participant's Account balances as provided in Section 3.5.

                  (c)      Specified          In-Service          Distributions.
Notwithstanding  any  other  provision  of this  Article  5 to the  contrary,  a
Participant  may  elect  on his  Deferral  Election  to  receive  an  in-service
distribution  of the  aggregate  Deferral  Contributions  made  pursuant to such
Deferral Election,  as adjusted for earnings or losses attributable  thereto and
reduced  for  any  distributions  thereof  under  subsection  (a) or (b)  above,
determined  as  of  the  December  31   immediately   preceding  the  date  such
distribution  is made.  Such  distribution  shall be made in a lump sum  payment
in  January  of the Plan Year  designated  by the  Participant  on his  Deferral
Election  provided  that such Plan Year begins  after the third  anniversary  of
the date the Deferral  Contribution  to be  distributed  would have been paid to
the   Participant   but  for  his   Deferral   Election.   The  amount  of  such
distribution  shall  reduce  the  Participant's  Deferral  Contribution  Account
balance as provided in Section  3.5. Any portion of the  Participant's  Deferral
Contribution  Account which is not  distributed  under this subsection (c) shall
be distributed in accordance  with Section 5.1 or 5.3,  whichever is applicable,
and shall  remain  available  for  distributions  under this Section 5.4. If the
Participant's  employment with the Employers  terminates for any reason prior to
the  payment  of  his   in-service   distribution   hereunder,   his  in-service
distribution   election   shall  be   cancelled   and  of  no  effect   and  the
Participant's  Deferral  Contribution Account shall be distributed in accordance
with Section 5.1 or 5.3,  whichever is  applicable.  In the event a  Participant
elects to receive an in-service  distribution  under this  subsection  (c), such
Participant  may  elect,  in  writing,  at any time  that is at  least  one year
before  the first day of the  January  that the  in-service  distribution  would
otherwise  be paid,  to defer such  in-service  distribution  to any  succeeding
January.

                  (d)      Deductible  Limit.  Notwithstanding  anything  in the
Plan to the contrary,  the  distribution  of a Participant's  benefit  hereunder
shall be limited to an amount  that would not cause the  Participant  to receive
compensation  that the Committee  determines  would not be deductible under Code
Section  162(m).   Any  amount  that  is  not  distributed  to  the  Participant
pursuant to the preceding  sentence shall be distributed to the Participant,  as
adjusted  for earnings or losses  attributable  thereto,  as soon as  reasonably
practicable  after the  Committee  determines  that such  distribution  would be
permissible under the terms and conditions of the preceding sentence.

         5.5      Beneficiary  Designation.  Participants  shall  designate  and
from time to time may  redesignate  their  beneficiaries  to  receive  any death
benefits  that may be payable  under the Plan upon such  Participant's  death in
such  form  and  manner  as  the  Committee  may  determine.  In the  case  of a
Participant  who is legally  married on the date of his death,  his  beneficiary
shall be his  surviving  spouse unless such spouse  validly  consents in writing
to a different  beneficiary  designation or the  Participant  establishes to the
satisfaction  of the  Committee  that the  consent  cannot be  obtained  because
there  is no  spouse,  the  spouse  cannot  be found  or some  other  reasonable
excuse.  In the event that:

                  (i)      a  Participant  dies without  designating  a
         beneficiary;

                  (ii)     the    beneficiary     designated    by    a
         Participant  is not  alive  when a  payment  is to be  made to
         such  person  under the Plan,  and no  contingent  beneficiary
         has been designated; or

                  (iii)    the    beneficiary     designated    by    a
         Participant  cannot be  located  by the  Committee  within one
         year from the date benefits are to be paid to such person;

then, in any of such events,  the beneficiary of such  Participant  with respect
to any benefits that remain  payable  under the Plan shall be the  Participant's
surviving spouse, if any, and if not, the estate of the Participant.

                                   Article 6
                                     Claims

         6.1      Initial  Claim.  Claims  for  benefits  under  the Plan may be
filed with the  Committee on forms or in such other  written  documents,  as the
Committee may  prescribe.  The Committee  shall furnish to the claimant  written
notice  of the  disposition  of a claim  within 90 days  after  the  application
therefor  is  filed.  In the  event  the  claim is  denied,  the  notice  of the
disposition  of the claim  shall  provide the  specific  reasons for the denial,
citations of the pertinent  provisions of the Plan, and, where  appropriate,  an
explanation  as to how the  claimant  can  perfect the claim or submit the claim
for review.

         6.2      Appeal.  Any  Participant or  beneficiary  who has been denied
a benefit  shall be  entitled,  upon  request  to the  Committee,  to appeal the
denial of his claim.  The claimant (or his duly authorized  representative)  may
review  pertinent   documents  related  to  the  Plan  and  in  the  Committee's
possession  in order to prepare  the appeal.  The  request for review,  together
with a written  statement  of the  claimant's  position,  must be filed with the
Committee  no later than 60 days after  receipt of the written  notification  of
denial of a claim  provided for in Section 6.1. The  Committee's  decision shall
be made  within 60 days  following  the filing of the  request  for  review.  If
unfavorable,  the notice of the  decision  shall  explain the reasons for denial
and indicate the  provisions  of the Plan or other  documents  used to arrive at
the decision.

         6.3      Satisfaction  of  Claims.  Any  payment  to a  Participant  or
beneficiary  shall to the extent thereof be in full  satisfaction  of all claims
hereunder  against the  Committee  and the  Company,  either of whom may require
such  Participant or beneficiary,  as a condition to such payment,  to execute a
receipt  and  release  therefor  in such  form as  shall  be  determined  by the
Committee  or  the  Company.   If  receipt  and  release  is  required  but  the
Participant or  beneficiary  (as  applicable)  does not provide such receipt and
release  in  a  timely  enough  manner  to  permit  a  timely   distribution  in
accordance with the general timing of  distribution  provisions in the Plan, the
payment of any affected  distribution  may be delayed until the Committee or the
Company receives a proper receipt and release.

                                   Article 7
                          No Funding of Plan Benefits

         The Company may  establish a trust (known as a "grantor  trust"  within
the  meaning of the Code) for the purpose of  accumulating  funds to satisfy the
obligations  incurred  by  the  Company  under  the  Plan.  Notwithstanding  the
preceding  sentence,  nothing  herein shall  require the Company to segregate or
set aside any funds or other  property  for the  purpose of paying any  benefits
under the Plan.  Nothing  contained in this Plan,  and no action taken  pursuant
to its  provisions  by  the  Company  or  the  Committee  shall  create,  nor be
construed  to create,  a trust of any kind or a fiduciary  relationship  between
the  Company  and  the  Participant,  his  beneficiary,  or  any  other  person.
Benefits  hereunder  shall be paid from  assets  which shall  continue,  for all
purposes,  to be a part of the  general,  unrestricted  assets  of the  Company.
The  obligation  of the Company  hereunder  shall be an unfunded  and  unsecured
promise to pay money in the future.  To the extent that the  Participant  or his
beneficiary  is  entitled  to  receive  payments  from  the  Company  under  the
provisions  hereof,  such  right  shall  be no  greater  than  the  right of any
unsecured  general  creditor  of the  Company;  no such  person  shall  have nor
acquire any legal or  equitable  right,  interest or claim in or to any property
or assets of the  Company.  It is  intended  that the Plan be  unfunded  for tax
purposes and for purposes of Title I of ERISA.

                                   Article 8
                                   Committee

         8.1      Committee's    Duties.    The    Committee    is   the    plan
administrator.  Except as  otherwise  specifically  provided  and in addition to
the powers,  rights and duties  specifically given to the Committee elsewhere in
the Plan, the Committee shall have the following  discretionary  powers,  rights
and duties:

                  (a)      To construe  and  interpret  the Plan,  to decide all
questions  of Plan  eligibility,  to  determine  the amount,  manner and time of
payment  of  any   benefits   under  the  Plan,   and  to  remedy   ambiguities,
inconsistencies or omissions in its sole and complete discretion.

                  (b)      To  adopt   such  rules  of   procedure   as  may  be
necessary for the  efficient  administration  of the Plan and as are  consistent
with the Plan,  and to enforce  the Plan in  accordance  with its terms and such
rules.

                  (c)      To  make  determinations  as  to  the  right  of  any
person to a benefit,  to afford any person  dissatisfied with such determination
the right to a hearing  thereon,  and to direct  payments  or  distributions  in
accordance with the provisions of the Plan.

                  (d)      To furnish  the Company  and  Participants  with such
information  as may be required by them for tax or other  purposes in connection
with the Plan.

                  (e)      To enroll  Participants  in the Plan,  distribute and
receive Plan  administration  forms and comply with all applicable  governmental
reporting and disclosure requirements.

                  (f)      To employ agents, attorneys,  accountants,  actuaries
or other persons (who also may be employed by an  Employer),  and to allocate or
delegate  to them such  powers,  rights  and duties as the  Committee  considers
necessary  or advisable to properly  carry out the  administration  of the Plan,
provided  that any such  allocation  or delegation  and the  acceptance  thereof
must be in writing.

                  (g)      To  report  at  least   annually   to  the  Board  of
Directors  of  the  Company  or to  such  person  or  persons  as the  Board  of
Directors of the Company  designates as to the  administration  of the Plan, any
significant   problems   which   have   developed   in   connection   with   the
administration  of the Plan and any  recommendations  which  the  Committee  may
have  as  to  the   amendment   of  the  Plan  or  the   modification   of  Plan
administration.  At least once for each Plan Year,  the Committee  shall cause a
written  statement of a Participant's  Account balances to be distributed to the
Participant.

         8.2      Action  by Plan  Administration.  During a period in which two
or more  Committee  members  are  acting,  any action by the  Committee  will be
subject to the following provisions:

                  (a)      The  Committee  may  act  by  meeting   (including  a
meeting  from  different  locations  by  telephone  conference)  or by  document
signed  without  meeting,  and  documents  may be  signed  through  the use of a
single document or concurrent  documents;  provided,  action shall be taken only
upon the vote or other  affirmative  expression  of a majority of the  Committee
members qualified to vote with respect to such action.

                  (b)      A Committee  member by writing may  delegate  part or
all of his  rights,  powers,  duties  and  discretion  to  any  other  Committee
member, with such other Committee member's consent.

                  (c)      No  member  of  the  Committee  shall  be  liable  or
responsible  for an act or  omission  of other  Committee  members  in which the
former has not concurred.

                  (d)      The  Committee  shall  choose a  secretary  who shall
keep  minutes of the  Committee's  proceedings  and all  records  and  documents
pertaining  to the  administration  of the Plan.  The  secretary may execute any
certificate or other written direction on behalf of the Committee.

         8.3      Information  Required for Plan  Administration.  The Employers
shall  furnish the  Committee  with such data and  information  as the Committee
considers  necessary  or  desirable  to perform its duties with  respect to Plan
administration.   The   records  of  an  Employer   as  to  an   employee's   or
Participant's  period or periods of  employment,  termination  of employment and
the  reason  therefor,  leaves of  absence,  reemployment  and base  salary  and
variable  compensation  will be conclusive on all persons  unless  determined to
the  Committee's  satisfaction to be incorrect.  Participants  and other persons
entitled to benefits  under the Plan also shall furnish the Committee  with such
evidence,   data  or  information  as  the  Committee   considers  necessary  or
desirable  for  the  Committee  to  perform  its  duties  with  respect  to Plan
administration.

         8.4      Decision of Committee  Final.  Subject to  applicable  law and
Article 6, any  interpretation  of the  provisions  of the Plan and any decision
on any matter within the  discretion  of the Committee  made by the Committee in
good faith shall be binding on all  persons.  A  misstatement  or other  mistake
of fact shall be corrected  when it becomes known and the  Committee  shall make
such  adjustment  on account  thereof as the Committee  considers  equitable and
practicable.

         8.5      Interested  Committee  Member.  If a member  of the  Committee
is also a  Participant  in the Plan,  he may not decide or determine  any matter
or  question  concerning  his  benefits  unless such  decision or  determination
could be made by him under the Plan if he were not a Committee member.

         8.6      Indemnification.  No person  (including  any present or former
Committee  member,  and any present or former  director,  officer or employee of
the Company)  shall be personally  liable for any act done or omitted to be done
in good  faith  in the  administration  of the  Plan.  Each  present  or  former
director,  officer  or  employee  of the  Company to whom the  Committee  or the
Company has  delegated  any portion of its  responsibilities  under the Plan and
each  present  or  former  Committee  member  shall  be  indemnified  and  saved
harmless by the Company (to the extent not  indemnified  or saved harmless under
any liability  insurance or other  indemnification  arrangement  with respect to
the Plan) from and  against  any and all claims of  liability  to which they are
subjected  by  reason  of any act done or  omitted  to be done in good  faith in
connection  with  the  administration  of  the  Plan,   including  all  expenses
reasonably  incurred  in their  defense if the  Company  fails to  provide  such
defense.  No member of the  Committee  shall be liable  for any act or  omission
of any other member of the  Committee,  nor for any act or omission upon his own
part, excepting his own willful misconduct.

                                        Article 9
                                 Relating to the Company

         9.1      Action by Company.  Any action  required or  permitted  of the
Company  under the Plan shall be by  resolution  of its Board of Directors or by
a duly  authorized  committee  of its  Board of  Directors,  or by a  person  or
persons authorized by resolution of its Board of Directors or such committee.

                                       Article 10
                                Amendment and Termination

         10.1     Amendment.   While  the   Company   expects   and  intends  to
continue  the Plan,  the  Company  must  necessarily  reserve  and  hereby  does
reserve  the right to amend the Plan from  time to time.  Any  amendment  of the
Plan will be by  resolution  of the Board of  Directors  of the  Company  or any
committee  of  the  Board  of  Directors  to  whom  such   authority   has  been
delegated.  Notwithstanding  the  preceding  sentence,  the  Committee may amend
the  Plan in the  following  respects  without  the  approval  of the  Board  of
Directors  of the  Company:  (i)  amendments  required by law;  (ii)  amendments
that  relate  to the  administration  of the  Plan  and  that do not  materially
change the cost of the Plan; and (iii)  amendments  that are designed to resolve
possible  ambiguities,  inconsistencies,  or  omissions  in the Plan and that do
not  materially  increase the cost of the Plan.  No  amendment  shall reduce the
value of a  Participant's  vested  Account  balances to less than the amount (as
subsequently  adjusted for earnings  and losses  attributable  thereto) he would
be  entitled  to  receive  if he had  resigned  from  the  employ  of all of the
Employers on the day of the amendment.

         10.2     Termination.  The Plan  will  terminate  on the first to occur
of the following:

                  (a)      The date it is terminated by the Company.

                  (b)      The  date  the   Company   is   judicially   declared
bankrupt or insolvent.

                  (c)      The    dissolution,    merger,    consolidation    or
reorganization  of the Company,  or the sale of all or substantially  all of its
assets,  except  that in any such event  arrangements  may be made  whereby  the
Plan will be continued by any  successor to the Company or any  purchaser of all
or  substantially  all of its assets  without a  termination  thereof,  in which
case the successor or purchaser  will be  substituted  for the Company under the
Plan.

         10.3     Distribution  on  Termination.  On  termination  of the  Plan,
each  affected  Participant's  Accounts  shall  be  fully  vested  and  shall be
distributed  in a lump sum  payment  as soon as  practicable  after the date the
Plan is  terminated.  The amount of any such  distribution  shall be  determined
as of the business day on which such  distribution  is  processed.  For purposes
of this  Section,  the "business  day on which such  distribution  is processed"
refers to the  business  day  established  for such  purpose  by  administrative
practice,  even if  actual  payment  is made at a later  date due to  delays  in
valuation,  administration or any other procedure.  Such determination  shall be
binding on all Participants and beneficiaries.

                                       Article 11
                                   General Provisions

         11.1     Notices.   Any  notice  or  document   relating  to  the  Plan
required  to be given to or filed with the  Committee  or the  Company  shall be
considered  as given or filed if delivered or mailed by  registered or certified
mail, postage prepaid, to the Committee, in care of the Company.

         11.2     Nonalienation  of Plan  Benefits.  The rights or  interests of
any  Participant or any  Participant's  beneficiaries  to any benefits or future
payments  under the Plan shall not be subject to  attachment or  garnishment  or
other legal process by any creditor of any such  Participant or beneficiary  nor
shall  any  such   Participant  or  beneficiary  have  any  right  to  alienate,
anticipate,  commute,  pledge,  encumber or assign any of the benefits or rights
which he may  expect to receive  under the Plan,  except as may be  required  by
the tax withholding provisions of the Code or a state's income tax act.

         11.3     Payment  with  Respect  to  Incapacitated   Persons.   If  any
person  entitled to benefits  under the Plan is under a legal  disability or, in
the  Committee's  opinion,  is  incapacitated  in any way so as to be  unable to
manage his  financial  affairs,  the  Committee  may direct the  payment of such
benefits to such  person's  legal  representative  or to a relative or friend of
such  person  for  such  person's  benefit,  or the  Committee  may  direct  the
application  of such  benefit for the benefit of such person in any manner which
the  Committee may select that is  consistent  with the Plan.  Any payments made
in  accordance  with the  foregoing  provisions  of this Section 11.3 shall be a
full and complete discharge of any liability for such payments.

         11.4     No   Employment   or   Benefit    Guaranty.    None   of   the
establishment  of the Plan, any modification  thereof,  the creation of any fund
or account,  or the payment of any benefits  shall be construed as giving to any
Participant  or other  person any legal or equitable  right  against the Company
or the Committee  except as provided herein.  Under no  circumstances  shall the
maintenance  of this Plan  constitute  a  contract  of  employment  or shall the
terms of  employment  of any  Participant  be  modified  or in any way  affected
hereby.  Accordingly,  participation  in the Plan will not give any  Participant
a right to be retained in the employ of any Employer.

         11.5     Litigation.  In any action or  proceeding  regarding  any Plan
benefits or the  administration  of the Plan,  employees or former  employees of
the Employers,  their  beneficiaries  and any other persons  claiming to have an
interest  in the Plan shall not be  necessary  parties and shall not be entitled
to  any  notice  of  process.  Any  final  judgment  which  is not  appealed  or
appealable  and which may be entered in any such action or  proceeding  shall be
binding  and  conclusive  on the  parties  hereto and on all  persons  having or
claiming to have any interest in the Plan.  Acceptance of  participation  in the
Plan shall  constitute a release of the Company,  the Committee and their agents
from any and all liability and  obligation not involving  willful  misconduct or
gross neglect.

         11.6     Headings.  The  headings of the various  Articles and Sections
in the  Plan  are  solely  for  convenience  and  shall  not be  relied  upon in
construing  any provisions  hereof.  Any reference to a Section shall refer to a
Section of the Plan unless specified otherwise.

         11.7     Evidence.  Evidence  required  of anyone  under the Plan shall
be  signed,  made or  presented  by the proper  party or  parties  and may be by
certificate,  affidavit,  document or other  information which the person acting
thereon considers pertinent and reliable.

         11.8     Gender  and  Number.   Words  denoting  the  masculine  gender
shall include the feminine and neuter  genders,  the singular  shall include the
plural and the plural  shall  include  the  singular  wherever  required  by the
context.

         11.9     Waiver of Notice.  Any notice  required  under the Plan may be
waived by the person entitled to notice.

         11.10    Applicable  Law.  The Plan shall be  construed  in  accordance
with the laws of the State of Nebraska.

         11.11    Severability.  Whenever  possible,  each provision of the Plan
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision  of the  Plan  is  held  to be  invalid,
illegal or  unenforceable  in any respect  under any  applicable  law or rule in
any  jurisdiction,  such invalidity,  illegality or  unenforceability  shall not
affect  any other  provision  or any other  jurisdiction,  and the Plan shall be
reformed,  construed  and  enforced  in such  jurisdiction  so as to  best  give
effect to the intent of the Company under the Plan.

         11.12    Withholding for Taxes.  Notwithstanding  any other  provisions
of the Plan,  the  Company  may  withhold  from any payment to be made under the
Plan such amount or amounts as may be required for  purposes of  complying  with
the tax  withholding  provisions of the Code,  any state or local income tax act
or any applicable similar laws.

         11.13    Successors.  The Plan is binding on all  persons  entitled  to
benefits  hereunder and their  respective  heirs and legal  representatives,  on
the Committee and its  successor and on the Company and its  successor,  whether
by way of merger, consolidation, purchase or otherwise.

         11.14    Effect on Other Employee  Benefit  Plans.  Any benefit paid or
payable under this Plan shall not be included in a  Participant's  or employee's
compensation  for purposes of  computing  benefits  under any  employee  benefit
plan  maintained  or  contributed  to by an Employer  except as may otherwise be
required under the terms of such employee benefit plan.

