
<PAGE>   1

                                                                   EXHIBIT 4.3

                                 EFFECTIVE DATE:
 
                                January 1, 1986
 
                                 PLAN YEAR END:
 
                                  December 31
 
<PAGE>   2





                         STEWART TITLE GUARANTY COMPANY

                         SALARY DEFERRAL PLAN AND TRUST

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>        <C>                                                                                        <C>
ARTICLE I. DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
                                                                                                      
   1.1     Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
   1.2     Act  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
   1.3     Actual Contribution Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
   1.4     Actual Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
   1.5     Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
   1.6     Affiliated Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
   1.7     Aggregate Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
   1.8     Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
   1.9     Authorized Leave of Absence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
   1.10    Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
   1.11    Break-in-Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
   1.12    Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
   1.13    Considered Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
   1.14    Deferral Contribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
   1.15    Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
   1.16    Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
   1.17    Eligible Employee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
   1.18    Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
   1.19    Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
   1.20    Employer Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
   1.21    Employer Real Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
   1.22    Employer Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
   1.23    Entry Dates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
   1.24    Excess Aggregate Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
   1.25    Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
   1.26    Family Member  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
   1.27    Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13
   1.28    Highly Compensated Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . . .   13
   1.29    Hour of Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
   1.30    Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
   1.31    Marketable Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
   1.32    Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
   1.33    Non-Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
   1.34    Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
   1.35    Plan Year  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
   1.36    Qualified Nonelective Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . .   19
   1.37    Qualifying Employer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
   1.38    Retired Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
   1.39    Signatory Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
   1.40    Total Permanent Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
</TABLE>


                                      i
<PAGE>   3

<TABLE>
<S>         <C>                                                                                        <C>
    1.41    Transferred  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
    1.42    Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
    1.43    Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
    1.44    Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
    1.45    Year of Service  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
                                                                                                          
ARTICLE II. EMPLOYEES ENTITLED TO PARTICIPATE  . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
                                                                                                          
    2.1     Eligibility to Participate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
    2.2     Participation Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
    2.3     Participation and Service Upon Reemployment  . . . . . . . . . . . . . . . . . . . . . .   24
    2.4     Full Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
    2.5     Transferred Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
    2.6     Certification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
    2.7     Notice to Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
                                                                                                          
ARTICLE III. CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
                                                                                                          
    3.1     Deferral Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
    3.2     Employer Matching Contributions                                                          
              and Employer Contributions   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
    3.3     Actual Deferral Percentage Test  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
    3.4     Time of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
    3.5     Administrative Committee to Prescribe Rules                                              
              Governing Deferral Contributions   . . . . . . . . . . . . . . . . . . . . . . . . . .   35
    3.6     Prohibition Against Reversion  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
    3.7     Excess Deferral Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
    3.8     Actual Contribution Percentage Test  . . . . . . . . . . . . . . . . . . . . . . . . . .   37
                                                                                                          
ARTICLE IV. ALLOCATION TO ACCOUNTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
                                                                                                          
    4.1     Certification by the Signatory Company . . . . . . . . . . . . . . . . . . . . . . . . .   40
    4.2     Separate Account Maintained for Each Member  . . . . . . . . . . . . . . . . . . . . . .   40
    4.3     Allocation of Deferral Contribution to                                                   
              Members Account  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
    4.4     Allocation of Employer Matching Contributions                                            
              and Employer Contribution to Members' Accounts . . . . . . . . . . . . . . . . . . . .   41
    4.5     Allocation of Trust Fund Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
    4.6     Valuation of Trust Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
    4.7     Special Allocation Upon Termination, Partial                                             
              Termination or Complete Discontinuance of                                                
              Employer Matching Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
</TABLE>





                                      ii
<PAGE>   4

<TABLE>
<S>         <C>                                                                                              <C>
    4.8     Entry of Adjustments to Each Member's Account  . . . . . . . . . . . . . . . . . . . . . . . .   44
    4.9     Accounts for Transferred Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
    4.10    Rights in Trust Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
    4.11    Application of Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   45
                                                                                                           
ARTICLE V.  LIMITATIONS ON ANNUAL ADDITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
                                                                                                           
    5.1     Limitation Under this Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   46
    5.2     Limitation in Event of Member's Participation in                                               
              Defined Benefit Plan and Defined Contribution Plan . . . . . . . . . . . . . . . . . . . . .   46
    5.3     Disposition of Excessive Annual Additions  . . . . . . . . . . . . . . . . . . . . . . . . . .   47
    5.4     Combining of Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
    5.5     Transition Fraction  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
    5.6     Right of Reversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
                                                                                                           
ARTICLE VI. RETIREMENT AND DESIGNATION OF BENEFICIARY  . . . . . . . . . . . . . . . . . . . . . . . . . .   50
                                                                                                           
    6.1     Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50
    6.2     Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   50
                                                                                                           
ARTICLE VII. VESTING OF MEMBERS' INTERESTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
                                                                                                           
    7.1     Vesting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
    7.2     Death  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
    7.3     Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
    7.4     Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
    7.5     Termination of Employment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   55
    7.6     Disposition of Unvested Amounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57
    7.7     Circumstances Rendering Vesting                                                                
              Schedule Inapplicable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
                                                                                                           
ARTICLE VIII. CLAIMS FOR PLAN BENEFITS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
                                                                                                           
    8.1     Application for Benefits   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59
    8.2     Processing of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
    8.3     Notification to Claimant of Decision   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
    8.4     Review Procedure   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
    8.5     Decision on Review   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
    8.6     Disputed Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
</TABLE>





                                      iii
<PAGE>   5

<TABLE>
<S>          <C>                                                                                                <C>
ARTICLE IX.  DISTRIBUTIONS FROM TRUST FUNDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
                                                                                                               
    9.1      Occasions for Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
    9.2      Consent to Distribution; Special Rules                                                            
               Upon Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
    9.3      Manner of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
    9.4      Time of Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
    9.5      Mandatory Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
    9.6      Distribution to Minors or Persons under                                                           
               Disability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
    9.7      Community Property Interests - Interest of Spouse                                                 
               of Member in the Event of Divorce . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
                                                                                                               
ARTICLE X.   TOP HEAVY PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
                                                                                                               
   10.1      Determination of Top Heavy Plan Status  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
   10.2      Determination of Super Top Heavy Plan Status  . . . . . . . . . . . . . . . . . . . . . . . . . .  70
   10.3      Aggregate Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
   10.4      Aggregation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
   10.5      Top Heavy Plan Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
   10.6      Allocations to Non-Key Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
                                                                                                               
ARTICLE XI.  OTHER QUALIFIED PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
                                                                                                               
   11.1      Transfers from Other Qualified Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
   11.2      Transfers to Other Qualified Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
                                                                                                               
ARTICLE XII. ADMINISTRATIVE COMMITTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
                                                                                                               
   12.1      Appointment, Resignation and Removal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
   12.2      Rights, Powers and Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
   12.3      Administration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
   12.4      Annual Audit of Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
   12.5      Chairman and Secretary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
   12.6      Quorum and Voting Majority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
   12.7      Limitation on Voting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
   12.8      Delegation of Rights, Powers and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
   12.9      Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
   12.10     Compensation and Expense  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
   12.11     Bonds   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
   12.12     Indemnity   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
   12.13     Reporting and Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
   12.14     Statement to Members  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
   12.15     Signatory Company to Supply Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
</TABLE>





                                       iv
<PAGE>   6

<TABLE>
<S>          <C>                                                                                             <C>
 ARTICLE XIII. TRUSTEE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   84
                                                                                                             
    13.1     Acceptance and Holding of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   84
    13.2     Responsibility for Actions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   84
    13.3     Resolutions of Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   85
    13.4     Judicial Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   85
    13.5     Dealings with Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   86
    13.6     Annual Accounting by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   86
    13.7     Preparation of Statement to Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
    13.8     Resignation of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
    13.9     Removal of Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
    13.10    Appointment of Successor Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
    13.11    Trustee's Compensation and Expenses   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
    13.12    Bonds   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
    13.13    Indemnity   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
    13.14    Appointment of Investment Manager   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
                                                                                                             
ARTICLE XIV. INVESTMENT POWERS OF TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   92
                                                                                                             
    14.1     Standards; Prudent Man Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   92
    14.2     Powers of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   92
    14.3     Prohibited Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   94
    14.4     Investment of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   96
                                                                                                             
ARTICLE XV.  LOANS TO MEMBERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   97
                                                                                                             
    15.1     No Plan Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   97
                                                                                                             
ARTICLE XVI. AMENDMENT AND TERMINATION   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   98
                                                                                                             
    16.1     Amendment - General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   98
    16.2     Amendments Necessary to Comply with Intentions                                                  
               of Signatory Companies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   99
    16.3     Termination with Respect to Signatory Company                                                   
               Without Establishment of a Successor Plan . . . . . . . . . . . . . . . . . . . . . . . . . .   99
    16.4     Continuation of Plan and Trust by Successor . . . . . . . . . . . . . . . . . . . . . . . . . .  101
                                                                                                             
ARTICLE XVII. CONTINUANCE OF PLAN BY SUCCESSOR   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  101
                                                                                                             
    17.1     Adoption of Plan by Successor   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  101
</TABLE>





                                      v
<PAGE>   7

<TABLE>
<S>          <C>                                                                                              <C>
ARTICLE XVIII. MERGER OF PLAN OR TRANSFER OF PLAN ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . .   102
                                                                                                            
    18.1     Transfer, Consolidation or Merger with                                                         
               Another Plan   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
                                                                                                            
ARTICLE XIX. ADOPTION OF PLAN BY A SIGNATORY COMPANY  . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
                                                                                                            
    19.1     Method of Adoption   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
    19.2     Withdrawal from the Plan   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   103
                                                                                                            
ARTICLE XX.  RECOVERY OF EMPLOYER CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   104
                                                                                                            
    20.1     Initial Approval by Internal Revenue Service   . . . . . . . . . . . . . . . . . . . . . . . .   104
    20.2     Conditioned on Deductibility   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   106
                                                                                                            
ARTICLE XXI. MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   106
                                                                                                            
    21.1     Plan is a Voluntary Undertaking by the                                                         
               Signatory Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   106
    21.2     Benefit Provided Solely by the Trust Fund  . . . . . . . . . . . . . . . . . . . . . . . . . .   106
    21.3     Nonalienation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   106
    21.4     Applicable Law   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   108
    21.S     Construction   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   108
    21.6     Reference to Code or Act Sections  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   108
    21.7     Binding Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   109
    21.8     No Joint Venture Implied   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   109
    21.9     Copies of Plan Available   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   109
    21.10    Titles and Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   109
    21.11    Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   109
    21.12    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   110
    21.13    Agent for Service of Legal Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   110
    21.14    Withholding; Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   110
    21.15    Single Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   111
</TABLE>





                                      vi
<PAGE>   8

                     FIFTH AMENDMENT AND RESTATEMENT OF THE

                         STEWART TITLE GUARANTY COMPANY

                         SALARY DEFERRAL PLAN AND TRUST


         THIS FIFTH AMENDMENT AND RESTATEMENT of the Stewart Title Guaranty
Company Salary Deferral Plan (the "Plan") and Trust is made this 7th day of
May, 1992 to be effective (except as otherwise indicated) as of the 1st day of
January, 1989, by Stewart Title Guaranty Company (the "Corporation") of
Houston, Texas and First Interstate Bank of Texas, N.A., a banking institution
(hereinafter sometimes called the "Trustee") of Houston, Texas.

                              W I T N E S S E T H:

         WHEREAS, on December 31, 1986, the Corporation previously adopted the
Plan and Trust for the sole and exclusive benefit of its Employees and their
Beneficiaries, effective January 1, 1986; and

         WHEREAS, the Plan was previously amended on May 18, 1986 effective
January 1, 1987, subsequently amended on February 26, 1988 effective January 1,
1986, amended on April 5, 1989 effective January 1, 1989, and amended May 30,
1989 effective May 31, 1989;

         WHEREAS, the Corporation, through the action of its Board of
Directors, wishes to amend and restate the Plan effective the date set forth
above so it may continue to qualify under Sections 401(a) and 401(k) of the
Code and Treasury Regulations under Section 401(k) of the Code, and the Trust
continues to remain exempt under the Section 501(a) of the Code and the Plan
and Trust comply with the Act.





<PAGE>   9
         NOW, THEREFORE, pursuant to the provisions of Article XV, Section 15.1
of the Plan, the Plan is hereby amended and restated as follows:

         This document contains the provisions of the Plan as amended effective
January 1, 1989 except as otherwise indicated.  Unless expressly stated
otherwise herein, each amended provision will be applicable only with respect
to persons in employment status on the indicated effective date of the
particular amended provision in question. The rights (if any) of all other
persons will be determined by the provisions of the Plan as previously in
effect, except as may otherwise be specifically provided hereby or by future
amendments to the Plan.

                                   ARTICLE I.

                                  Definitions

         Unless the context reasonably requires a broader, narrower or
different meaning, as used herein the following words and phrases shall have
the meanings set forth below:

         1.1     "Account" means, with respect to a Member, the ledger account
showing such Member's interest in the Trust Fund.

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

         1.3     "Actual Contribution Percentage" means, with respect to a
specified group of Eligible Employees, the average of the ratios (expressed as
a percentage, rounded to the nearest one-hundredth percent) calculated
separately for each Eligible Employee in such group of:





                                      -2-
<PAGE>   10
                 (a) the sum of the following contributions paid under the Plan
         on behalf of each such Eligible Employee for such Plan Year

                           (i) Employer Matching Contributions or any other
                 matching contributions that are not Qualified Nonelective
                 Contributions;

                          (ii) any after-tax employee contributions (including
                 any Excess Contributions that are recharacterized pursuant to
                 the provisions of Article III, Section 3.3(2) of the Plan);

                         (iii) Qualified Nonelective Contributions specifically
                 designated for this purpose; and

                          (iv) Deferral Contributions specifically designated 
                 for this purpose;

to

                 (b) the Eligible Employee's Considered Compensation for such
         Plan Year.

For purposes of subsection (a)(i) above, "matching contribution" shall mean (I)
any Employer contribution made to the Plan on behalf of an Eligible Employee on
account of an after-tax employee contribution made by such employee, (II) any
Employer contribution made to the Plan on behalf of an Eligible Employee on
account of such Employee's Deferral Contribution, and (III) any forfeitures
allocated on the basis of after-tax employee contributions, Deferral
Contributions or matching contributions.

         With respect to any Highly Compensated Eligible Employee who is
eligible to participate in two or more plans of the Corporation or an
Affiliated Company to which matching contributions, employee contributions or
both are made, all such contributions on behalf of such Highly Compensated
Eligible Employee must be aggregated for purposes of determining such
Employee's Actual Contribution Percentage.





                                      -3-
<PAGE>   11
         1.4     "Actual Deferral Percentage" means, with respect to a
specified group of Eligible Employees for each Plan Year, the average of the
ratios (expressed as a percentage, rounded off to the nearest one-hundredth
percent) calculated separately for each Eligible Employee in such group of:

                 (a) the amount of Deferral Contributions (including any Excess
         Deferrals as defined in Article III, Section 3.7 of the Plan and paid
         under the Plan), and any Qualified Nonelective Contributions on behalf
         of each such Eligible Employee for such Plan Year;

to

                 (b) the Eligible Employee's Considered Compensation for such
         Plan Year.

With respect to any Highly Compensated Eligible Employee who participates in
two or more cash or deferred arrangements of the Corporation or Affiliated
Company, this ratio shall be calculated by treating all such cash or deferred
arrangements as one cash or deferred arrangement.  The actual deferral ratio of
an Eligible Employee, with respect to whom neither a Deferral Contribution nor
a Qualified Nonelective Contribution is made, is zero.

         For the purpose of determining the Actual Deferral Percentage of a
Highly Compensated Eligible Employee who is subject to the family aggregation
rules of Code Section 414(q)(6) because such Member is either a "five percent
owner" of the Corporation or one of the ten (10) Highly Compensated Eligible
Employees paid the greatest amount of compensation (as defined under Code
Section 415) during the Plan Year, the following shall apply:

                 (1) The combined Actual Deferral Percentage for the family
         group (which shall be treated as one Highly Compensated Eligible
         Employee) shall be the greater of:  (i) the Actual Deferral Percentage
         determined by





                                      -4-
<PAGE>   12
         aggregating elective contributions, compensation (as defined in Code
         Section 414(s)), and amounts treated as elective contributions of all
         eligible Family Members who are Highly Compensated Eligible Employees
         without regard to family aggregation; and (ii) the Actual Deferral
         Percentage determined by aggregating elective contributions,
         compensation (as defined in Code Section 414(s)), and amounts treated
         as elective contributions of all eligible Family Members (including
         Highly Compensated Eligible Employees).  However, in applying the
         $200,000 limit to compensation (as defined in Code Section 414(s)),
         Family Members shall include only the affected Employee's spouse and
         any lineal descendants who have not attained age nineteen (19) before
         the close of the Plan Year.

                 (2) Elective contributions, compensation (as defined in Code
         Section 414(s)), and amounts treated as elective contributions of all
         Family Members shall be disregarded for purposes of determining the
         Actual Deferral Percentage of the non-Highly Compensated Eligible
         Employee group except to the extent taken into account in paragraph
         (1) above.

                 (3) If an employee is required to be aggregated as a member of
         more than one family group in a plan, all Eligible Employees who are
         members of those family groups that include the employee are
         aggregated as one family group in accordance with paragraphs (1) and
         (2) above.

                 (4) Except as provided in paragraph (1) above, "Family Member"
         means, with respect to an affected Member, such Member's spouse, such
         Member's lineal descendants and ascendants and their spouses, as
         described in Code Section 414(q)(6)(B).

Paragraphs (1) through (4) above shall be administered in accordance with Prop.
Reg. Section 1.401(k)-l(g)(8)(iii) or its successor.

         Qualified Nonelective Contributions and Employer Matching
Contributions may be treated as Deferral Contributions for purposes of
determining a Member's Actual Deferral Percentage only if such Qualified
Nonelective Contributions and Employer Matching Contributions (1) are
nonforfeitable when made, and (2) are subject to the same distribution
restrictions that apply to Deferral Contributions, without regard to whether
they are actually taken





                                      -5-
<PAGE>   13
into account as Deferral Contributions for such purpose.  Qualified Nonelective
Contributions and/or Employer Matching Contributions may be treated as Deferral
Contributions only if the conditions described in Prop. Reg. Section
1.401(k)-1(b)(3) or its successor are satisfied.

         1.5     "Administrative Committee" means the committee appointed by
the Corporation to administer the Plan.

         1.6     "Affiliated Company" or "Affiliated Companies" means a
corporation or other organization which is a member of any controlled group of
corporations, trades or businesses (as defined in Sections 414(b) and 414(c) of
the Code, except that the phrase "fifty percent (50%) or more" shall be
substituted for the phrase "at least 80 percent" each place it appears in
Section 1563(a)(1) of the Code) or is a member of an affiliated service group
(as defined in Section 414(m) of the Code).

         1.7     "Aggregate Account" means, with respect to each Member, the
value of the Account maintained on behalf of such Member, including all amounts
attributable to Deferral Contributions, Employer Contributions, Employer
Matching Contributions and any after-tax employee contributions.

         1.8     "Annual Additions" means the sum credited to a Member's
Account for any "limitation year" of (1) Employer contributions, (2) employee
contributions as determined under Sections 415(c)(2), 415(l) and 419A(d)(2) of
the Code, (3) forfeitures, if any, (4) amounts allocated, after March 31, 1984,
to an individual medical account as defined in Section 415(1)(1) of the Code
which is part of a pension or annuity plan maintained by the Employer and





                                      -6-
<PAGE>   14
(5) amounts derived from contributions paid or accrued after December 31, 1985,
in taxable years ending after such date, which are attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Section 419A(d)(3) of the Code) under a welfare benefit
plan (as defined in Section 419(e) of the Code) maintained by the Employer.
The percentage limitation referred to in Article V, Section 5.1(b) shall not
apply to: (1) any contribution for medical benefits (within the meaning of
Section 419A(f)(2) of the Code) after separation from service which is
otherwise treated as an "Annual Addition", or (2) any amount otherwise treated
as an "Annual Addition" under Section 415(1)(1) of the Code.

         1.9     "Authorized Leave of Absence" means the following periods of
absence:

                 (a) Absence due to accident, sickness or pregnancy as long as
         the Employee is continued on the employment rolls of the Signatory
         Company and remains eligible to return to work upon his recovery;

                 (b) Absence due to membership in the Armed Forces of the
         United States (but if such absence is not pursuant to orders issued by
         the Armed Forces of the United States, only if with the consent of the
         Signatory Company) provided that each such Employee shall apply for
         reinstatement in the employment of the Signatory Company within ninety
         (90) days after honorable discharge or after release to inactive duty,
         as the cave may be; or

                 (c) Absence due to an approved leave of absence granted by a
         Signatory Company pursuant to established practices applied in a
         consistent and nondiscriminatory manner, provided each such Employee
         shall, prior to the expiration of such leave of absence, apply for
         reinstatement in the employment of the Signatory Company.

         1.10    "Beneficiary" or "Beneficiaries" means such natural person or
persons, or trustee of a trust for the benefit of a





                                      -7-
<PAGE>   15
natural person or persons, as may be determined pursuant to the provisions of
Article VI, Section 6.2 hereof.  For purposes of determining whether the Plan
is a Top Heavy Plan, a Beneficiary of a deceased Member shall be considered as
either a Key Employee or a Non-Key Employee, depending upon whether such
deceased Member was classified as a Key Employee or Non-Key Employee.

         1.11    "Break-in-Service" with respect to an Employee means any Plan
Year during which such Employee completes five hundred (500) or fewer Hours of
Service.  Solely for the purpose of determining whether a Member has incurred a
one-year Break-in-Service, Hours of Service shall be recognized for "maternity
and paternity leaves of absence."  A "maternity or paternity leave of absence"
shall mean, an absence from work for any period by reason of the Employee's
pregnancy, birth of the Employee's child, placement of a child with the
Employee in connection with the adoption of such child, or any absence for the
purpose of caring for such child for a period immediately following such birth
or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a one-year
Break-in-Service, or, in any other case, in the immediately following
computation period.  The Hours of Service credited for a "maternity or
paternity leave of absence" shall be those which would normally have been
credited but for such absence, or, in any case in which the Administrative
Committee is unable to determine such hours normally credited, eight (8) Hours
of Service per day. The total Hours of Service required to be credited for a
"maternity or





                                      -8-
<PAGE>   16
paternity leave of absence" shall not exceed Five Hundred One (501). No Hours
of Service will be credited for a "maternity or paternity leave of absence"
unless the Employee furnishes to the Administrative Committee such timely
information as it may reasonably require to substantiate the length and nature
of such absence.

         Notwithstanding the foregoing, the severance from service date of an
employee who is absent from service beyond the first anniversary of the first
date of absence by reason of a maternity or paternity absence described in
Section 410(a)(5)(E)(i) or Section 411(a)(6)(E)(i) of the Code is the second
anniversary of the first date of such absence.  The period between the first
and second anniversaries of the first date of absence from work is neither a
period of service nor a period of severance.

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

         1.13    "Considered Compensation" means, as to each Eligible Employee,
all compensation otherwise paid or accrued to him after he has become eligible
for the Plan by the Signatory Company during the Plan Year, including regular
salary, hourly base pay, overtime pay, contractual bonuses, bonuses derived by
formula, commissions, discretionary bonuses and Deferral Contributions, but
excluding any Employer Contributions or any Employer Matching Contributions
under this Plan and other contingent compensation. For Plan Years beginning on
or after January l, 1990 (or a later date permitted by Treasury regulations)
for purposes of calculating the Actual Deferral Percentage and Actual
Contribution Percentage, Considered





                                      -9-
<PAGE>   17
Compensation shall be taken into account for the entire Plan Year of each
Eligible Employee without regard to whether that Employee was eligible to
participate in the Plan for the entire Plan Year.

         For purposes of Article V of the Plan, Considered Compensation shall
not include the following:

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

                 (b) Amounts realized from the exercise of a non-qualified
         stock option, or when restricted stock (or property) held by the
         Employee either becomes freely transferable or is no longer subject to
         a substantial risk of forfeiture;

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

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

Considered Compensation shall be limited to two hundred thousand dollars
($200,000) or such greater amount as may be determined pursuant to Section
416(d) or Section 401(a)(17) of the Code. In determining an Employee's
Considered Compensation the rules of Section 414(q)(6) of the Code shall apply,
except that the term "family" as used therein shall include only the Employee's
spouse and any of the Employee's lineal descendants who have not attained age
nineteen (19) on or before the last day of the Plan Year.





                                      -10-
<PAGE>   18
         1.14    "Deferral Contribution" means the amount each Member elects to
have the Signatory Company pay to the Trustee on behalf of such Member pursuant
to Article III, Section 3.1 of this Plan.

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

         1.16    "Effective Date" of this Plan means January 1, 1986. The
effective date of this Fifth Amendment and Restatement is January 1, 1989,
except as otherwise set forth in Appendix A hereto.

         1.17    "Eligible Employee" means an Employee who has satisfied the
eligibility requirements of Article II, Section 2.1.  and attained his Entry
Date.

         1.18    "Employee" means any person who is now or shall hereafter
become employed by a Signatory Company but excluding independent contractors,
self-employed persons or employees who are nonresident aliens deriving no
earned income (constituting income earned from sources within the United
States) from a Signatory Company.

         1.19    "Employer" means the Corporation and any Signatory Company or
Affiliated Company, and shall include all trades and businesses, whether or not
incorporated, which are either under common control as determined under
Sections 414(b) and 414(c) of the Code (as modified in Section 1.4 above) or an
affiliated service group as determined under Section 414(m) of the Code, and
any other entity required to be aggregated pursuant to the regulations under
Section 414(o) of the Code.





                                      -11-
<PAGE>   19
         1.20    "Employer Matching Contribution" and "Employer Contribution"
means the amount contributed (if any) by the respective Signatory Companies on
behalf of each Member which is equal to a percentage of such Member's Deferral
Contribution and Considered Compensation, respectively. Any Employer Matching
Contribution or Employer Contribution intended to qualify under Section 401(k)
of the Code and intended to be included in the calculation of the Actual
Deferral Percentage shall also be designated as a Qualified Nonelective
Contribution.

         1.21    "Employer Real Property" means real property (and related
personal property) which is leased to a Signatory Company or to an Affiliated
Company of any such Signatory Company.

         1.22    "Employer Stock" means an equity security (preferred or
common, voting or nonvoting) issued by a Signatory Company or by an Affiliated
Company of any such Signatory Company.

         1.23    "Entry Dates" for each Plan Year are January 1, April 1, July
1 and October 1, of such Plan Year.

         1.24    "Excess Aggregate Contributions" means, with respect to any
Plan Year, the excess of:

                 (a) the aggregate amount of the after-tax employee
         contributions and Employer Matching Contributions that are not
         designated as Qualified Nonelective Contributions (and any qualified
         nonelective contribution or elective contribution such as a Deferral
         Contribution which are taken into account in computing the Actual
         Contribution Percentage) actually made on behalf of Highly Compensated
         Eligible Employees for such Plan Year, over

                 (b) the maximum amount of contributions permitted under the
         Actual Contribution Percentage Test for such Plan Year, as determined
         under the provisions of Article III, Section 3.8 hereof.





                                      -12-
<PAGE>   20
         1.25    "Excess Contributions" means, with respect to any Plan Year,
the excess of:

                 (a) the sum of the Deferral Contributions and Qualified
         Nonelective Contributions made on behalf of Highly Compensated
         Eligible Employees for such Plan year, over

                 (b) the maximum amount of contributions permitted under the
         Actual Deferral Percentage test for such Plan Year, as determined
         under the provisions of Article III, Section 3.3 hereof.

         1.26    "Family Member" unless defined differently elsewhere in this
Plan, means with respect to an affected Member such Member's lineal descendants
and ascendants and their spouses, as described in Code Section 414(q)(6)(B).

         1.27    "Forfeiture" means the nonvested balance of an Employee's
Account which is forfeited in accordance with Article VII, Section 7.6 of the
Plan because of termination from employment prior to full vesting.

         1.28    "Highly Compensated Eligible Employee" means an Eligible
Employee who performed services for the Employer during the "determination
year" and is in one or more of the following groups:

                 (a) during the "determination year" or "look-back year" was a
         five-percent owner of the Employer, as defined in Section 416 of the
         Code and the regulations issued thereunder;

                 (b) received compensation during the "look-back year" from the
         Employer in excess of $75,000 (or such other amount in effect under
         Section 414(q)(1)(B) of the Code);

                 (c) received compensation during the "look-back year" from the
         Employer in excess of $50,000 (or such other amount in effect under
         Section 414(q)(1)(C) of the Code) and was in the top-paid group of
         employees for such Plan Year. An Employee is in the "top-paid group"
         of employees for any Plan Year if such Employee is in the group
         consisting of the top twenty percent (20%) of





                                      -13-
<PAGE>   21
         Employees when ranked on the basis of compensation paid during such
         Plan Year. For purposes of determining the "top-paid group" of
         Employees for any Plan Year, Section 414(q)(8) of the Code and Q & A
         9(b) of Treas. Reg. Section 1.414(q)-1T shall apply to exclude
         certain employees; or

                 (d) was during the "look-back year" an officer of the Employer
         (as defined in Section 416 of the Code and the regulations issued
         thereunder) and received compensation greater than one hundred fifty
         percent (150%) of the amount in effect under Section 415(c)(1)(A) for
         such Plan Year. Notwithstanding the preceding sentence, for purposes
         of this subsection (d) the following rules shall apply:

                          (1) the number of officers taken into account for 
                 any year shall not exceed the lesser of

                                  (A) fifty (50) employees; or

                                  (B) the greater of three (3) employees or ten
                          percent (10%) of employees; and

                          (2) if no officer of the Employer received
                 compensation greater than one hundred fifty percent (150%) of
                 the amount in effect under Section 415(c)(1)(A) of the Code
                 for such Plan Year, then the highest paid officer of the
                 Employer shall be treated as having received such amount of
                 compensation.

                 (e) were in the group consisting of the one hundred (100)
         Eligible Employees paid the greatest compensation during the
         "determination year" and were also described in (b), (c) or (d) above
         when these paragraphs are modified to substitute "determination year"
         for "look-back year" as discussed below.

The "determination year" shall be the Plan Year for which testing is being
performed, and the "look-back year" shall be the immediately preceding
twelve-month period or (if the Employer elects pursuant to Q & A 14 of Treas.
Reg. Section 1.414(q)-1T) the calendar ending with or within the determination
year. For purposes of this Section, "compensation" shall be defined under
Section 414(q)(7) of the Code and the regulations thereunder.





                                      -14-
<PAGE>   22
         There will be attributed to any five percent (5%) owner or any of the
ten (10) most highly compensated Eligible Employees any compensation paid to,
contributions made by or on behalf of, or benefits provided for any family
member of such five percent (5%) owner or highly compensated Eligible Employee,
pursuant to Section 414(g)(6) of the Code and the regulations thereunder.
"Family Member" for purposes of the preceding sentence means the spouse and the
lineal ascendants and descendants (and spouses of such ascendants and
descendants) of any employee or former employee.  A former employee shall be
treated as a Highly Compensated Eligible Employee if such former employee was a
Highly Compensated Eligible Employee as defined herein at the time he separated
from service or at any time after attaining age fifty-five (55).  Except as
provided by Section 416(i) of the Code, an Employee's status as a Highly
Compensated Eligible Employee is to be determined by reference to the
controlled group of corporations as provided in Section 414(b) of the Code, and
employers aggregated under Sections 414(b), (c), (m) or (o) are treated as a
single employer.

         Notwithstanding the preceding paragraph, an Employee who was not a
Highly Compensated Eligible Employee, as defined in subsections (b), (c) or
(d), for the immediately preceding Plan Year shall not be treated as a Highly
Compensated Eligible Employee, as defined in subsections (b), (c) or (d), for
the current Plan Year unless such Employee is a member of the group consisting
of the one hundred (100) Employees paid the highest Considered Compensation
during the current Plan Year.





                                      -15-
<PAGE>   23
         1.29    "Hour of Service" means a time of service determined under
regulations prescribed by the Secretary of Labor.  For purposes of this
determination, "Hours of Service" shall include each hour for which an Employee
is directly or indirectly paid by the Signatory Company for performance of
duties and for reasons other than performance of duties such as vacation,
holidays, sickness, disability, lay-off, Authorized Leaves of Absence, and
similar paid periods; and each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or agreed to by a Signatory
Company. All "Hours of Service" shall be credited to the Employee for the
computation period or periods in which the duties were performed or, in cases
where the Employee is paid for reasons other than the performance of duties,
pursuant to the procedures outlined in Department of Labor Regulation Section
2530.200b-2(b) and (c); provided, however, where back pay has been either
awarded or agreed to by the Signatory Company, such hours shall be credited to
the Employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award,
agreement or payment is made.

         1.30    "Key Employee" means any Employee or former Employee (and any
Beneficiary of a Employee or former Employee) who, at any time during the Plan
Year or any of the preceding four (4) Plan Years, is:

                 (a) an officer of the employer (as defined in Section 416 of
         the Code and the regulations issued thereunder) having annual
         compensation greater than one hundred fifty percent (150%) of the
         amount in effect under Section 415(c)(1)(A) of the Code for any such
         Plan





                                      -16-
<PAGE>   24
         Year. Only incorporated employers will be considered as having
         officers;

                 (b) one of the ten Employees owning (or considered as owning
         within the meaning of Section 318 of the Code) the largest interests
         in all employers required to be aggregated under Code Sections 414(b),
         414(c), and 414(m).  However, an Employee shall not be considered a
         top ten owner for a Plan Year under the preceding sentence if the
         Employee earns less than $30,000 in annual compensation (or such other
         amount adjusted in accordance with Section 415(c)(1)(A) of the Code)
         as in effect for the calendar year in which the Determination Date
         falls.  For this purpose, if two Employees have the same such
         interest, the Employee having the greater Considered Compensation
         shall be treated as having the larger interest;

                 (c) a "five percent owner" of the employer. For this purpose
         "five percent owner" means any person who owns (or is considered as
         owning within the meaning of Section 318 of the Code) more than five
         percent (5%) of the outstanding stock of the employer or stock
         possessing more than five percent (5%) of the total combined voting
         power of all stock of the employer.  In determining the ownership
         percentage, employers which would otherwise be aggregated under
         Sections 414(b), 414(c) and 414(m) of the Code shall be treated as
         separate employers; or

                 (d) a "one percent owner" of the employer having an annual
         compensation from the employer of more than $150,000. For this purpose
         "one percent owner" means any person who owns (or is considered owning
         within the meaning of Section 318 of the Code) more than one percent
         (1%) of the outstanding stock of the employer or stock possessing more
         than one percent (1%) of the total combined voting power of all stock
         of the employer.  In determining the ownership percentage, the
         employers which would otherwise be aggregated under Sections 414(b),
         414(c), and 414(m) of the Code shall be treated as separate employers.
         However, in determining whether an individual has compensation of more
         than $150,000, compensation from each employer required to be
         aggregated under Sections 414(b), 414(c) and 414(m) of the Code shall
         be aggregated.

         In addition, for Plan Years beginning after December 31, 1984, if a
Member or Former Member has not performed any services for any Employer
maintaining the Plan at any time during the five (5) year period ending on the
Determination Date, the Aggregate Account for





                                      -17-
<PAGE>   25
such Member or Former Member shall not be taken into account for
the purposes of determining whether this Plan is a Top Heavy or Super Top Heavy
Plan under Article X, Section 10.1 or 10.2.

         1.31    "Marketable Obligation" means a bond, debenture, note,
certificate, or other evidence of indebtedness, referred to as an "obligation",
if:

                 (a)      Such obligation is acquired:

                          (1) On the market

                                  (A) At the price of the obligation prevailing
                          on a national securities exchange which is registered
                          with the Securities and Exchange Commission; or

                                  (B) If the obligation is not traded on such 
                          a national securities exchange, at a price not less 
                          favorable to the Plan than the offering price for
                          the obligation as established by current bid and
                          asked prices quoted by persons independent of the
                          issuer;

                          (2)     From an underwriter, at a price

                                  (A) Not in excess of the public offering
                          price for the obligation as set forth in a prospectus
                          or offering circular filed with the Securities and
                          Exchange Commission; and

                                  (B) At which a substantial portion of the
                          same issue is acquired by persons independent of the
                          issuer; or

                          (3) Directly from the issuer, at a price not less
                 favorable to the Plan than the price paid currently for a
                 substantial portion of the same issue by persons independent
                 of the issuer;

                 (b) Immediately following acquisition of such obligation:





                                      -18-
<PAGE>   26
                          (1) Not more than twenty-five percent (25%) of the
                 aggregate amount of obligations issued in such issue and
                 outstanding at the time of acquisition is held by the Plan;
                 and

                          (2) At least fifty percent (50%) of the aggregate
                 amount referred to in subparagraph (1) is held by persons
                 independent of the issuer; and

                 (c) Immediately following acquisition of the obligation, not
         more than twenty-five percent (25%) of the assets of the Plan is
         invested in obligations of the Signatory Company or an Affiliated
         Company of the Signatory Company.

         1.32    "Member" or "Members" means an Eligible Employee or Eligible
Employees who elects or elect to participate in the Plan during the Plan Year.

         1.33    "Non-Key Employee" is an Employee who is not a Key Employee at
any time during the Plan Year or any of the preceding four (4) Plan Years and
the Beneficiaries of such Employee.

         1.34    "Plan" means the Stewart Title Guaranty Company Salary
Deferral Plan herein set forth and all subsequent amendments hereto.

         1.35    "Plan Year" begins on January 1 and ends on December 31.

         1.36    "Qualified Nonelective Contributions" means any Employer
Contribution or Employer Matching Contribution (other than a Deferral
Contribution) that satisfies the same vesting and distribution provisions
applicable to Deferral Contributions as provided in Article VII of the Plan and
is designated by the Administrative Committee as such.

         1.37    "Qualifying Employer Security" means a security issued by a
Signatory Company or by an Affiliated Company of any such





                                      -19-
<PAGE>   27
Signatory Company which is Employer Stock or a Marketable Obligation.

         1.38    "Retired Member" means a person who was at one time a Member
and who has retired in accordance with the provisions of this Plan.

         1.39    "Signatory Company" or "Signatory Companies" means the
Corporation, any of the Corporation's Affiliated Companies (and any other
business organization) which adopts this Plan.

         1.40    "Total Permanent Disability" means a mental or physical
disability which, in the opinion of a physician selected by the Administrative
Committee, will prevent a Member from earning a reasonable livelihood and
which:

                 (a) Was neither contracted, suffered or incurred while such
         Member was engaged in, nor resulted from his having engaged in, a
         felonious criminal enterprise;

                 (b) Did not result from an intentionally self inflicted 
         injury;

                 (c) Did not result from an injury incurred while a member of
         the Armed Forces of the United States after the Effective Date of this
         Plan and for which such Member receives a military pension; and

                 (d) Did not result (directly or indirectly) from the Member's
         engaging in substance abuse as determined by the Administrative
         Committee under standards set forth in the substance abuse policy
         adopted by the Signatory Company which employs the Member.

         1.41    "Transferred" as used with respect to an Employee and
"Transfer of an Employee" means the termination of employment of an Employee by
one Signatory Company and the contemporaneous commencement of the employment of
such Employee by another Signatory Company.





                                      -20-
<PAGE>   28
         1.42    "Trust" means the trust estate created herein or by the
separate agreement of the Corporation and the Trustee.

         1.43    "Trust Fund" means the cash, bonds, stocks and other
properties held by the Trustee pursuant to the Trust created under the Plan.

         1.44    "Trustee" or "Trustees" means the Ameritrust Texas, N.A. until
April 1, 1991 and then it means First Interstate Bank of Texas, N.A. (and its
successors) and any individual(s), corporation(s) or institution(s) appointed
by the Corporation as successor Trustee(s).

         1.45    "Year of Service" means a period of twelve (12) consecutive
months during which an Employee has not less than one thousand (1,000) Hours of
Service with a Signatory Company or is on an Authorized Leave of Absence. For
purposes of determining eligibility under Article II, an Employee's initial
twelve (12) months of service with the Signatory Company, beginning with the
day he first performs an Hour of Service, shall be the computation period used
initially to determine whether he has a Year of Service.  However, if an
Employee does not have at least one thousand (1,000) Hours of Service during
his initial twelve (12) months of service, the one thousand (1,000) Hours of
Service requirement shall be measured with respect to the Plan Year which
includes the first anniversary of his employment commencement date and, where
necessary, subsequent Plan Years. The computation of Years of Service before a
Break-in-Service includes Years of Service required for eligibility plus all
vesting computation periods based on one thousand (1,000) Hours of Service
during a





                                      -21-
<PAGE>   29
Plan Year. For all other purposes the computation of such period shall be made
with reference to the Plan Year. Years of Service for eligibility and vesting
purposes shall also include Hours of Service with an Affiliated Company or
predecessor Employer to the extent designated by the Administrative Committee
or as otherwise required by law.

                                  ARTICLE II.

                       Employees Entitled to Participate

         2.1     Eligibility to Participate.  Every Employee shall become a
Member of the Plan on the Entry Date coincident with or next following the
completion of one (1) Year of Service with a Signatory Company and the filing
of a written application for membership with the Administrative Committee in
which he authorizes payroll deductions, agrees to conform to the requirements
of the Plan and furnishes to the Administrative Committee such information as
is necessary to enable it to fulfill its duties and responsibilities under the
terms and provisions of the Plan.  If an Eligible Employee does not elect to
participate in the Plan, he may become a Member on a subsequent Entry Date by
submitting the required written application to the Administrative Committee
prior to that Entry Date. A Member's election to make Deferral Contributions
under this Plan shall in no way be made a direct or indirect condition of any
other benefit provided by the Employer to such Member under this or any other
plan or arrangement. The preceding sentence shall not apply to any Employer
Matching Contribution made by reason of such election.





                                      -22-
<PAGE>   30
         2.2     Participation Status. In the event that any Member shall fail,
in any Plan Year of his employment after the Effective Date, to accumulate one
thousand (1,000) Hours of Service but does not incur a one (1) year
Break-in-Service, his Account shall be placed on inactive status. In such case,
such Plan Year shall not be considered as a Year of Service for the purpose of
determining the Member's vested interest in accordance with Article VII, 7.1
hereof and the Member shall not share in any Employer Contributions or Employer
Matching Contributions for any such Plan Year, but he shall continue to receive
income allocations and valuation adjustments in accordance with Article IV,
Sections 4.5 and 4.6 and shall continue to have the right to elect to make
Deferral Contributions in accordance with Article III, Section 3.1 until his
employment terminates as described in the following paragraph. In the event
such Member accumulates one thousand (1,000) Hours of Service in a subsequent
Plan Year, his Account shall revert to active status with full rights and
benefits under this Plan restored. In the event a Member terminates employment
for any reason, such Member shall (to the extent previously eligible):

                 (a) share in any Employer Matching Contributions and Employer
         Contributions through the date of his termination of employment,

                 (b) continue to receive income allocations and valuation
         adjustments on the amount in his Account pursuant to Article IV,
         Sections 4.5 and 4.6 after his termination of employment until the
         complete distribution of his Account pursuant to Article IX, and

                 (c) continue to have the right to elect to make Deferral
         Contributions in accordance with Article III, Section 3.1 until the
         date of his termination of employment.





                                      -23-
<PAGE>   31
         2.3     Participation and Service Upon Reemployment. Participation in
the Plan shall cease upon termination of employment with the Signatory Company.
Termination of employment may result from retirement, death, disability,
voluntary or involuntary termination of employment, unauthorized absence, or by
failure to return to active employment with the Signatory Company by the date
on which an Authorized Leave of Absence expires.

         Upon the reemployment of any person after the Effective Date who had
previously been employed by the Signatory Company on or after the Effective
Date, the following rules shall apply in determining his participation in the
Plan:

                 (a) If the reemployed Employee was not a Member of the Plan
         during his prior period of employment, he must meet the service
         requirements of Section 2.1 for participation in the Plan as if he
         were a new Employee; provided, however, that if such Employee failed
         to incur a Break-in-Service prior to his reemployment commencement
         date, the eligibility computation period for such reemployed Employee
         shall be the initial period beginning with the Employee's employment
         commencement date and not the date of his reemployment;

                 (b) If the reemployed Employee had previously satisfied the
         requirements of Section 2.1 and had been a Member of the Plan prior to
         his termination of employment, he shall become an Eligible Employee on
         his reemployment commencement date;

                 (c) If the reemployed Employee had been a Member of the Plan
         prior to his termination but suffered a one-year Break-in-Service
         prior to his resumption of employment, he shall not be eligible to
         reparticipate in the Plan until he has completed a Year of Service
         after his return.

For purposes of this section, an Employee's employment commencement date shall
be the date he first performs an Hour of Service for the Signatory Company and
his reemployment commencement date shall be





                                      -24-
<PAGE>   32
the date he first performs an Hour of Service upon reemployment with the
Signatory Company.

         2.4     Full Participation. A Member who completes a Year of Service
shall participate fully in the Plan for such Plan Year. Employment for the full
Plan Year shall not be required in order for a Member to be eligible to
participate fully in the Plan for such Plan Year for purposes of sharing in
Employer Matching Contributions and Employer Contributions. The number of Hours
of Service completed by a Member during a particular Plan Year shall be the
sole determinant as to whether a Member shall be credited with a Year of
Service and thereby be entitled to participate fully in the Plan for such Plan
Year. There shall be no condition to participation in a Plan Year other than
meeting the eligibility requirements of Section 2.1 and attaining an Entry
Date.

         Any Member who fails to complete a Year of Service during the Plan
Year in which he dies, retires, is determined to be suffering from a Total
Permanent Disability or otherwise terminates his employment with a Signatory
Company shall not be eligible to fully participate in the Plan for such Plan
Year. However, his Account shall continue to be credited with income
allocations and valuation adjustments pursuant to Article IV, Sections 4.5 and
4.6 until his Account is distributed to him.

         Conversely, if the Member completes a Year of Service during a Plan
Year in which such a terminating event occurs, he shall be eligible to fully
participate in the Plan for such Plan Year. As long as a terminated Member's
Account remains in the Plan such





                                      -25-
<PAGE>   33
Member's Account shall be credited with income allocations and valuation
adjustments.

         A Member who ia not eligible to "fully participate" in the Plan within
the meaning of this Section 2.4, shall nonetheless have the right to elect to
make Deferral Contributions in accordance with Article III, Section 3.1.

         2.5     Transferred Employee. An Employee's status as either an
Employee, Eligible Employee or a Member shall not be deemed to be interrupted
or severed by the fact that he is transferred from the employ of one Signatory
Company to that of any other Signatory Company or performs services for more
than one Signatory Company.

         2.6     Certification. Eligibility shall be determined and certified
to the Trustee by the Administrative Committee, based upon information
furnished by the Signatory Company, not later than thirty (30) days after each
Entry Date.

         2.7     Notice to Employees. The Administrative Committee shall notify
each Employee of his eligibility to participate within thirty (30) days before
the Entry Date on which he will become an Eligible Employee under Section 2.1
hereof, and each such notice shall be accompanied by an enrollment form and a
description of the Plan written in a manner reasonably calculated to be
understood by the Employee. The Administrative Committee shall notify each
Member whose Account is placed on inactive status, or restored to active status
pursuant to Section 2.2 hereof, within a reasonable time after such action has
been taken.





                                      -26-
<PAGE>   34
                                  ARTICLE III.

                                 Contributions

         3.1     Deferral Contributions. For each Plan Year beginning with the
first Plan Year with respect to which this Plan is adopted by a Signatory
Company, each Member employed by such Signatory Company may elect to have
allocated to his Account as a Deferral Contribution any percentage (or whole
dollar amount if authorized by the Administrative Committee in its sole
discretion), not to exceed eighteen percent (18%) of his Considered
Compensation for the Plan Year; provided, however, that the Administrative
Committee in its discretion may limit the percentage (or dollar amount)
deferred by any Member who is a Highly Compensated Eligible Employee. The
Deferral Contribution shall be paid through payroll deductions of the
applicable percentage (or dollar amount) by the Signatory Company, and the
compensation otherwise paid to the Member shall be reduced to the extent of
such Deferral Contribution.

         The Member may change his Deferral Contribution percentage (or dollar
amount) by filing the required form with the Administrative Committee before
the beginning of a payroll period. The new Deferral Contribution shall become
effective as of the payroll period which begins after the day the
Administrative Committee receives and processes the form.

         The Member shall have the right to suspend his Deferral Contribution
at any time by giving a written notification to the Administrative Committee.
Such suspension shall become effective for the payroll period next following
the payroll period during





                                      -27-
<PAGE>   35
which such notification is received by the Administrative Committee. If the
Member suspends his Deferral Contribution, he shall forfeit his right to elect
to make additional Deferral Contributions until the next Entry Date. As of this
next or any subsequent Entry Date, the Member may resume Deferral Contributions
to his Account by filing the required form prior to an Entry Date, to take
effect for the next payroll period following such Entry Date.

         Elections to make Deferral Contributions, increase or decrease
Deferral Contributions, suspend Deferral Contributions or resume Deferral
Contributions shall be in writing, signed by the Member, on such form or forms
as the Administrative Committee shall provide. Upon termination of employment,
the amount attributable to the Deferral Contribution allocated to the Member's
Account shall be distributed pursuant to Article VII of this Plan.

         Each Member's Deferral Contribution for a Plan Year under this Plan
shall be limited to $7,000 (as adjusted for the cost of living, or such other
amount provided in Section 402(g)(5) of the Code). If a Member's total personal
deferral contributions exceed $7,000 (as adjusted for the cost of living, or
such other amount provided in Section 402(g)(5) of the Code) in any Plan Year,
the provisions of Article III, Section 3.7 hereof shall become applicable. The
term "total personal deferral contributions" means the sum of all Deferral
Contributions and any other "elective deferrals" by an Eligible Employee under
any other cash or deferred arrangements or (qualified plan type) elective
deferral vehicle of





                                      -28-
<PAGE>   36
the Employer or any other employer, subject to any offset rules provided under
the Code or regulations.

         No Deferral Contribution may be taken into account for purposes of
determining whether any other contributions under this Plan or any other plan
meet the requirements of Section 401(a) or Section 410(b) of the Code, or for
purposes of satisfying the ("top heavy") minimum allocation rules of Article X,
Section 10.6 of this Plan. The preceding sentence shall not apply for purposes
of determining whether a plan meets the percentage portion or average benefit
requirement of Section 410(b)(2)(A)(ii) of the Code.

         3.2     Employer Matching Contributions and Employer Contributions.
For each Plan Year beginning with the first Plan Year with respect to which
this Plan is adopted by a Signatory Company, such Signatory Company shall,
subject to the limitations contained in Section 3.3 hereof, contribute to the
Trust, an Employer Matching Contribution equal to a percentage of each Member's
Deferral Contribution for such Plan Year, such Employer Matching Contribution
to be determined by the Board of Directors of the Corporation, acting in its
sole discretion. The amount of the Employer Matching Contribution for each Plan
Year shall be established by a resolution adopted by such Board of Directors.
The Corporation's Board of Directors shall have the right to make a larger or
additional Employer Matching Contribution on behalf of Members who are not
Highly Compensated Members for the purpose of assuring the Plan's compliance
with the Actual Deferral Percentage Test of Section 3.3 of this Article and the
Actual Contribution Test of Section 3.8 of this Article, and such additional
Employer





                                      -29-
<PAGE>   37
Matching Contribution for non-Highly Compensated Members shall be immediately
and fully nonforfeitable and shall not be subject to any vesting schedule in
Article VII, Section 7.1.

         For each Plan Year beginning with the first Plan Year with respect to
which this Plan is adopted by a Signatory Company, such Signatory Company may,
subject to the limitations contained in Section 3.3 of this Article, contribute
to the Trust an Employer Contribution equal to a percentage of an Eligible
Employee's Considered Compensation, such sum to be determined by the
Corporation's Board of Directors, acting in its sole discretion. Such Employer
Contribution for any Plan Year will be allocated to an Eligible Employee
pursuant to Article IV, regardless of whether the Eligible Employee makes
Deferral Contributions for all or any part of such Plan Year.

         The amount of the Employer Matching Contribution and Employer
Contribution for each Plan Year shall be established by a resolution adopted by
the Corporation's Board of Directors. Such resolution will be communicated to
the Signatory Companies by the Corporation and to the Members by their
respective Signatory Companies. For the initial Plan Year, ending December 31,
1986, and for each year thereafter, unless otherwise established or determined
by the Board of Directors the Employer Matching Contribution shall be equal to
fifty percent (50%) of each Member's Deferral Contribution up to a maximum
Deferral Contribution of four percent (4%) of each such Member's Considered
Compensation. For purposes of this Section 3.2, in computing the Employer
Matching





                                      -30-
<PAGE>   38
Contribution, a Member's Considered Compensation shall only be taken into
account up to fifty thousand dollars ($50,000)

         3.3     Actual Deferral Percentage Test. If for the Plan the Actual
Deferral Percentage for the group of Highly Compensated Eligible Employees
(based upon Eligible Employee participation elections) would be more than the
greater of:

                 (a) the Actual Deferral Percentage of all other Eligible 
         Employees multiplied by 1.25; or

                 (b) the lesser of (i) two percentage (2%) points plus the
         Actual Deferral Percentage of all other Eligible Employees, or (ii)
         the Actual Deferral Percentage of all other Eligible Employees
         multiplied by two (2),

such Excess Contribution shall be corrected in the manner set forth below. The
calculation described in the preceding sentence is referred to herein as the
"Actual Deferral Percentage Test."  The Administrative Committee may, in its
discretion, select either of the following methods of correction or any
combination thereof in any Plan Year:

                 (1) The Excess Contributions (and income allocable thereto)
         may, if such Excess Contributions are designated by the Administrative
         Committee as distributions of Excess Contributions (and income), be
         distributed to the appropriate Highly Compensated Eligible Employees
         after the close of such Plan Year and within 12 months of the close of
         such Plan Year.  The income allocable to Excess Contributions includes
         both income for the Plan Year for which the Excess Contributions were
         made and income for the period between the end of the Plan Year and
         the date of distribution, and will be calculated pursuant to Prop.
         Reg. Section 1.401(k)-l(f)(4).  If feasible, the Administrative
         Committee shall in its sole discretion determine and distribute the
         amount of Excess Contributions within two and one-half (2 1/2) months
         after the end of the Plan Year.  The Administrative Committee may
         distribute Excess Contributions without regard to any notice or
         consent otherwise required under the Plan or Section 411(a)(11) and
         Section 417 of the Code limiting distributions. The amount of Excess
         Contributions for a Highly Compensated Eligible Employee for a Plan
         Year is to be determined by





                                      -31-
<PAGE>   39
         the following leveling method, under which the actual deferral ratio
         of the Highly Compensated Eligible Employee with the highest actual
         deferral ratio is reduced to the extent required to satisfy the Actual
         Deferral Percentage Test set forth above or cause such Highly
         Compensated Eligible Employee's actual deferral ratio to equal the
         ratio of the Highly Compensated Eligible Employee with the next
         highest actual deferral ratio.  This process must be repeated until
         the Actual Deferral Percentage Test is satisfied for such Plan Year.
         Except to the extent otherwise provided in regulations, both refunded
         Excess Deferrals and retained Excess Deferrals under Section 3.7 of
         this Article are taken into account in determining a Member's Actual
         Deferral Percentage for purposes of the above calculation.

                 (2) The Excess Contributions may be recharacterized as
         after-tax employee contributions in accordance with the provisions of
         Treas. Reg. Section 1.401(k)- l(f)(3). Recharacterized Excess
         Contributions remain subject to the nonforfeitability requirements and
         distribution limitations that apply to Deferral Contributions.  Excess
         Contributions will not be recharacterized with respect to a Highly
         Compensated Eligible Employee to the extent that the recharacterized
         amounts, in combination with employee contributions actually made by
         such Highly Compensated Eligible Employee, exceed the maximum amount
         of employee contributions (determined prior to the application of Code
         Section 401(m)(2)(A)) that such Highly Compensated Eligible Employee
         is permitted to make under the Plan in the absence of
         recharacterization.

         In no event shall the sum of the Deferral Contributions (including
recharacterized Excess Contributions), and the Signatory Company's Employer
Matching Contribution, and the Signatory Company's Employer Contribution exceed
an amount equal to fifteen percent (15%) of the total Considered Compensation
otherwise paid or accrued during such Plan Year of such Signatory Company plus
the maximum amount deductible under the "carry-over" provisions of the Code
relating to Employer Matching Contributions and Employer Contributions in
previous years of less than the maximum amount permissible. In addition, in no
event shall the aggregate of such Deferral Contribution, Employer Matching
Contribution, Employer





                                      -32-
<PAGE>   40
Contribution and the Signatory Company's contributions to all other qualified
pension, profit sharing or stock bonus plans for such Plan Year exceed the
amount deductible from the Signatory Company's income for such Plan Year under
Section 404(a)(7) of the Code.  In the event the aggregate of the Signatory
Company's contributions under all plans would exceed such maximum deductible
amount, the Employer Matching Contribution and Employer Contribution to the
Plans shall be reduced by the amount necessary to reduce the Signatory
Company's aggregate contribution under all such plans to the maximum amount
deductible under said section of the Code.

         Deferral Contributions will be taken into account under the Actual
Deferral Percentage Test for a Plan Year only if such Deferral Contributions
are allocated to the Eligible Employee as of a date within such Plan Year.  For
this purpose, a Deferral Contribution is considered allocated as of a date
within a Plan Year if the allocation is not contingent on participation or
performance of services after such date and the Deferral Contribution is
actually paid to the Trust no later than twelve (12) months after the Plan Year
to which the contribution relates.

         In the case of a Highly Compensated Eligible Employee whose Actual
Deferral Percentage is determined under the family aggregation rules of Code
Section 414(q)(6), the determination of the amount of Excess Contributions
shall be made as follows:

                 (3) If the Highly Compensated Eligible Employee's Actual
         Deferral Percentage is determined under Article I, Section 1.4(1)(ii),
         then the Actual Deferral Percentage is reduced in accordance with the
         leveling method described in Treas. Reg. Section 1.401(k)-l(f)(2) and
         the Excess Contributions for the family unit are allocated among the
         Family Members in proportion to the elective contribu-





                                      -33-
<PAGE>   41
         tions of each Family Member that have been combined to determine the
         Actual Deferral Percentage.

                 (4) If the Highly Compensated Eligible Employee's Actual
         Deferral Percentage is determined under Article I, Section 1.4(1)(i),
         then the Actual Deferral Percentage is reduced in accordance with the
         leveling method described in Treas. Reg. Section 1-401(k)-l(f)(2) but
         not below the Actual Deferral Percentage of Family Members who are
         Non-Highly Compensated Eligible Employees without regard to family
         aggregation.  Excess Contributions are determined by taking into
         account the contributions of the eligible Family Members who are
         Highly Compensated Eligible Employees without regard to family
         aggregation, and are allocated among such Family Members in proportion
         to each such Family Member's elective contributions.  If further
         reduction of the Actual Deferral Percentage is required, Excess
         Contributions resulting from this reduction are determined by taking
         into account the contributions of all eligible Family Members and are
         allocated among such Family Members in proportion to the elective
         contributions of each Family Member.

Paragraphs (3) and (4) above shall be administered in accordance with Prop.
Reg. Section 1.401(k)-1(f)(5)(iii).  Excess Contributions will be corrected in
accordance with this Section 3.3 in a timely fashion to avoid disqualification
of the Plan or other sanction imposed under the Code (including the imposition
of tax under Code Section 4979).

         3.4     Time of Payment.  The Employer Matching Contribution and
Employer Contribution of each Signatory Company for each Plan Year shall be
paid to the Trustee in one or more installments as the Signatory Company
(subject to the consent of the Corporation) may from time to time determine;
provided, however, that all such installments shall be paid no later than the
time prescribed by law for filing such Signatory Company's federal income tax
return for such taxable year (including extensions thereof) and, if earlier
with respect to the Employer Matching Contribution, no later than





                                      -34-
<PAGE>   42
12 months after the close of the Plan Year (or other period prescribed by final
regulations).

         3.5     Administrative Committee to Prescribe Rules Governing Deferral
Contributions.  Deferral Contributions may be made only in accordance with such
uniform rules and regulations as may be prescribed from time to time by the
Administrative Committee.  Such uniform rules and regulations of the
Administrative Committee may, among other things and subject to the provisions
set forth in the Plan, restrict Deferral Contributions to those made through
authorized payroll deductions, require payroll deductions to be authorized on a
specified periodic basis and suspend, for a specified period, the right to
Deferral Contributions on the part of a Member who has discontinued his
Deferral Contributions.

         3.6     Prohibition Against Reversion.  In no event, except as
expressly provided in Article XX and Article V, Section 5.6 hereof, shall the
principal or income of the Trust herein created be paid to or revert to the
Signatory Company, or be used for any purpose other than for the exclusive
benefit of the Members or their Beneficiaries.

         3.7     Excess Deferral Contributions.  The amount by which an
Eligible Employee's Deferral Contribution (including for this purpose any other
total personal deferral contributions within the meaning of Section 3.1 above)
in any Plan Year exceeds the limitation in effect under Section 402(g)(1) of
the Code and referred to in Section 3.1 above for such Plan Year shall be known
as the Eligible Employee's Excess Deferral for such Plan Year. An Eligible
Employee's Excess Deferral for any Plan Year shall not be





                                      -35-
<PAGE>   43
considered as reducing such Eligible Employee's compensation under Article III,
Section 3.1 to the extent of such Excess Deferral.

         An Eligible Employee's Excess Deferral is not required to be refunded
to such Eligible Employee.  However, notwithstanding any other provision of law
or of this Plan limiting distributions, the Administrative Committee in its
sole discretion may refund any Eligible Employee's Excess Deferral (plus any
allocable income) to such Eligible Employee in accordance with the provisions
set forth below.  If a Member has made an Excess Deferral for his taxable year,
the Member must notify the Administrative Committee in writing no later than
the March 15th following the end of such taxable year, on the form prescribed
by the Administrative Committee for this purpose, of the amount the Member
requests to be distributed.  The distribution to the Member shall be made after
such taxable year but no later than the first April 15 following the close of
such taxable year.  Alternatively, the Administrative Committee may also
provide for a distribution of the Excess Deferral during ,such taxable year,
provided the following conditions are satisfied:

                 (a) The Member designates the distribution as an Excess
         Deferral;

                 (b) The distribution of the Excess Deferral is made after the
         date in which the Plan received the Excess Deferral; and

                 (c) The Administrative Committee designates the distribution
         as a distribution of an Excess Deferral.

The amount of Excess Deferral to be distributed to a Member for the Member's
taxable year shall be reduced by any Excess Contribution previously distributed
or recharacterized as an after-tax employee





                                      -36-
<PAGE>   44
contribution under Section 3.3 of the Plan for the Plan Year beginning with or
within such taxable year.

         3.8     Actual Contribution Percentage Test.  If for the Plan Year the
Actual Contribution~Percentage for the group of Highly Compensated Eligible
Employees would be more than the greater of:

                 (a) the Actual Contribution Percentage for all other Eligible
         Employees multiplied by 1.25; or

                 (b) the lesser of (i) the Actual Contribution Percentage for
         all other Eligible Employees plus two percentage (2%) points, or (ii)
         the Actual Contribution Percentage for all other Eligible Employees
         multiplied by two (2),

such Excess Aggregate Contributions, shall be corrected in the manner set forth
below.  The calculation described in the preceding sentence is referred to
herein as the "Actual Contribution Percentage Test."  The Excess Aggregate
Contributions (and income allocable thereto) shall be distributed to (or, if
forfeitable, in the discretion of the Administrative Committee uniformly
applied, forfeited by) Highly Compensated Eligible Employees after the close of
the Plan Year in which such Excess Aggregate Contributions arose and within 12
months after the close of the following Plan Year.  If feasible, the
Administrative Committee shall in its sole discretion determine and distribute
the amount of Excess Aggregate Contributions within two and one-half (2 1/2)
months after the end of the Plan Year.  In the event of the complete
termination of the Plan during such Plan Year, the distributions described in
the preceding sentence shall be made after termination of the Plan and within
the 12 months following such termination.

         The amount of Excess Aggregate Contributions for a Highly Compensated
Eligible Employee for a Plan Year is to be determined





                                      -37-
<PAGE>   45
by the following contribution leveling method, under which the actual
contribution ratio of the Highly Compensated Eligible Employee with the highest
actual contribution ratio is reduced to the extent required to satisfy the
Actual Contribution Percentage Test set forth above or to cause such Highly
Compensated Eligible Employee's actual contribution ratio to equal the ratio of
the Highly Compensated Eligible Employee with the next highest actual
contribution ratio.  This process must be repeated until the Actual
Contribution Percentage Test is satisfied for such Plan Year.

         In determining the amount of Excess Aggregate Contributions under the
leveling method set forth above, actual contribution ratios must be rounded to
the nearest one-hundredth percent of the Eligible Employee's Considered
Compensation.  In no case shall the amount of Excess Aggregate Contributions
with respect to any Highly Compensated Eligible Employee exceed the amount of
the after-tax employee contributions and Employer Matching Contributions on
behalf of such Highly Compensated Eligible Employee for such Plan Year.  Excess
Aggregate Contributions for a Plan Year shall be distributed or forfeited in
accordance with the provisions Ret forth above and shall not remain unallocated
or allocated to a suspense account for allocation to one or more Employees in
any future year.  The determination of the amount of Excess Aggregate
Contributions witH respect to a Plan Year shall be made after the determination
and correction of Excess Deferrals under Article III, Section 3.7, and the
determination and correction of Excess Contributions under Article III, Section
3.3, respectively, have been made.





                                      -38-
<PAGE>   46
         In the case of a Highly Compensated Eligible Employee whose Actual
Contribution Percentage is determined under the family aggregation rules of
Code Section 414(q), the determination of the amount of Excess Aggregate
Contributions shall be made as follows:

                 (1) If the, Highly Compensated Eligible Employee's Actual
         Contribution Percentage is determined by combining the contributions
         and compensation of all Family Members, then the Actual Contribution
         Percentage is reduced in accordance with the leveling method described
         in Prop. Reg. Section l-401(m)-l(e)(2) and the Excess Aggregate
         Contributions for the family unit are allocated among the Family
         Members in proportion to the contributions of each Family Member that
         have been combined to determine the Actual Contribution Percentage.

                 (2) If the Highly Compensated Eligible Employee's Actual
         Contribution Percentage is determined by combining the contributions
         of only those Family Members who are Highly Compensated Eligible
         Employees without regard to family aggregation, then the Actual
         Contribution Percentage is reduced in accordance with the leveling
         method described in Prop. Reg. Section 1.401(m)- l(e)(2) but not below
         the Actual Contribution Percentage of Family Members who are
         Non-Highly Compensated Eligible Employees without regard to family
         aggregation.  Excess Aggregate Contributions are determined by taking
         into account the contributions of the eligible Family Members who are
         Highly Compensated Eligible Employees without regard to family
         aggregation and are allocated among such Family Members in proportion
         to each such Family Member's employee contributions and Employer
         Matching Contributions.  If further reduction of the Actual
         Contribution Percentage is required, Excess Aggregate Contributions
         resulting from this reduction are determined by taking into account
         the contributions of all eligible Family Members and are allocated
         among such Family Members in proportion to the employee contributions
         and Employer Matching Contributions of each Family Member.

Paragraphs (1) and (2) above shall be administered in accordance with Prop.
Reg. Section l.401(m)-l(e)(4)(iii).





                                      -39-
<PAGE>   47
                                  ARTICLE IV.

                             Allocation to Accounts

         4.1     Certification by the Signatory Company.  As soon as
practicable after the end of the first Plan Year and the end of each succeeding
Plan Year thereafter, the Signatory Company shall certify to the Administrative
Committee the amount of its Employer Matching Contribution and Employer
Contribution (if any) for the Plan Year then ended and the names of the
Members entitled to share therein, the amount of Considered Compensation paid
to each Member for such Plan Year and the amount of Considered Compensation
paid to all Members for such Plan Year. Such certification shall be conclusive
evidence of such facts.

         4.2     Separate Account Maintained for Each Member. The
Administrative Committee shall create and maintain adequate records to disclose
the interest in the Trust Fund of each Member, Retired Member and Beneficiary.
Such records shall be in the form of individual Accounts, and credits and
charges shall be made to such Accounts in the manner herein described.  The
maintenance of individual Accounts is only for accounting purposes and a
segregation of the assets of the Trust Fund to each Account shall not be
required.

         4.3     Allocation of Deferral Contribution to Members' Accounts. At
the end of each payroll period under procedures adopted by the Administrative
Committee, the Signatory Company shall transfer the Deferral Contributions to
the Trustee and shall certify to the Administrative Committee the names of the
Eligible Employees, the names of the Members, and the Deferral Contribution
amount for each





                                      -40-
<PAGE>   48
Member. The Administrative Committee shall allocate the Deferral Contribution
made on behalf of a Member directly to such Member's Account.

         4.4     Allocation of Employer Matching Contributions.  Employer
Contributions to Members' Accounts. The Administrative Committee shall
determine the Deferral Contribution amount for each Member of the Plan.  The
Administrative Committee shall then, under procedures adopted by it, allocate
an amount from the Signatory Company's Employer Matching Contribution (if any)
to the Member's Account which is equal to the matching percentage, as
determined by the Corporation's Board of Directors under Article III, Section
3.2 hereof, of the Member's Deferral Contribution for the Plan Year.

         The Administrative Committee shall allocate the Signatory Company's
Employer Contribution (if any) for each Plan Year among the Members employed by
the Signatory Company in the proportion that the Considered Compensation of
each Member employed by the Signatory Company bears to the total Considered
Compensation of all Members employed by the Signatory Company.

         If a Member has been transferred or performs services for more than
one (1) Signatory Company during the Plan Year, such Member shall be entitled
to have allocated to his Account a portion of the Employer Matching
Contribution and Employer Contribution made by each Signatory Company by whom
such Member was employed during such Plan Year and the amount allocated to the
Member's Account shall be computed with respect to each Signatory Company in
the manner hereinabove provided based (in the case of Employer Matching
Contributions) upon the Deferral Contribution made on his behalf by





                                      -41-
<PAGE>   49
each Signatory Company during the Plan Year and (in the case of Employer
Contributions) upon the Considered Compensation earned by the Member from each
Signatory Company during the Plan Year.  A Member shall not receive a lesser
allocation to his Account by reason of having been transferred or having
performed services for more than one (1) Signatory Company during the Plan Year
than such Member would have received had his Deferral Contribution or
Considered Compensation for the Plan Year been paid by one Signatory Company.
If an adjustment of the allocation to such Member's Account is necessary in
order to achieve this result, it shall be made by the Signatory Company with
whom such Member was employed for the greatest portion of the Plan Year.

         4.5     Allocation of Trust Fund Income. As of the end of each
calendar quarter, the Administrative Committee shall determine the amount of
income earned by each class of investment since the preceding Entry Date. The
Administrative Committee shall allocate such income among the Members in the
proportion that the amount in each Member's Account invested in each class of
investment at the end of each such calendar quarter since the preceding Entry
Date bears to the aggregate amount of all Members' Accounts invested in such
class of investments at the end of such calendar quarter since the preceding
Entry Date.

         However, in the event that a Member receives a distribution from his
Account during any such calendar quarter, the allocation of income to such
Member's Account for such calendar quarter shall be based upon his reduced
Account balance at the end of such calendar quarter and the amount invested in
each class of





                                      -42-
<PAGE>   50
investment as of the end of such calendar quarter.  If a Member received the
total balance in his Account during a calendar quarter, he shall not be
entitled to an income allocation for such calendar quarter.

         4.6     Valuation of Trust Fund.  As of the end of each calendar
quarter, the Trustee shall revalue the Trust Fund at its then fair market
value.  The Administrative Committee shall then allocate any appreciation or
depreciation in the Trust Fund among the Members' Accounts in the proportion
that the amount in each Member's Account invested in such class of investments
at such Entry Date bears to the aggregate amount of all Members' Accounts at
the end of such calendar quarter after the allocation of income under Section
4.5. Beginning with the second calendar quarter, the Trustee shall allocate any
appreciation in the Trust Fund among the Members in the proportion that the
amount in each Member's Account at the beginning of the calendar quarter bears
to the aggregate of all Members' Accounts at the beginning of such calendar
quarter.

         However, in the event that a Member receives a distribution from his
Account during a calendar quarter preceding an Entry Date, the valuation
adjustment allocated to such Member's Account for such calendar quarter shall
be based upon his reduced Account balance at the end of such calendar quarter.
If a Member receives the total balance in his Account during a calendar
quarter, he shall not be entitled to a valuation adjustment for such calendar
quarter. However, the Administrative Committee shall have the authority to
change the number of times the Trust Fund is revalued





                                      -43-
<PAGE>   51
during the Plan Year, provided that such authority is exercised in a
nondiscriminatory manner.

         4.7     Special Allocation Upon Termination, Partial Termination, or
Complete Discontinuance of Employer Matching Contributions or Employer
Contributions.  Notwithstanding any other provision of this instrument to the
contrary, if:

                 (a) the Plan is terminated pursuant to Article XVI, 
         Section 16.3 hereof; or

                 (b) the Plan is terminated with respect to a group of Members
         resulting in a partial termination of the Plan,

all previously unallocated funds shall be allocated to the Accounts of the
Members at the time of such termination, partial termination or Employer
Contributions under the Plan using the allocation methods prescribed by
Sections 4.3 through 4.5 hereof as appropriate depending on the nature and
source of such unallocated funds.

         4.8     Entry of Adjustments to Each Member's Account.  The
Administrative Committee shall credit to each Member's Account such Member's
portion of the adjustments and allocations required by Sections 4.3 through 4.5
of this Plan, so that all such adjustments and allocations become effective and
shall be entered into each Member's Account as of the end of the Plan Year to
which they are attributable unless required more frequently by the
Administrative Committee pursuant to Sections 4.4 and 4.5.

         4.9     Accounts for Transferred Members.  In the case of a Member who
has transferred or performs services for more than one Signatory Company during
a Plan Year, the Administrative Committee





                                      -44-
<PAGE>   52
shall maintain on its books such Member's Account and open or reopen an Account
for such Member with respect to each Signatory Company to which the Member has
transferred. In this fashion, the Administrative Committee may maintain several
different Accounts with respect to each Transferred Member.  However, the
foregoing provisions of this Section 4.9 are for administrative convenience
only. For all other purposes under this Plan, all Accounts of each Transferred
Member shall be regarded as one Account, which shall be attributable to the
Signatory Company by whom such Transferred Member is then employed.

         4.10    Rights in Trust Assets. No such allocations, adjustments,
credits or transfers shall ever vest in any Member any right, title or interest
in the Trust Fund except at the times and upon the terms or conditions below
set forth. Such Trust Fund shall, as to all Accounts of Members, be a
commingled fund, and all securities purchased or otherwise acquired by the
Trustee under the Plan shall be issued in the name of the Trustee for the
Stewart Title Guaranty Company Salary Deferral Savings Plan, or in such other
name or names as the Trustee shall designate.

         4.11    Application of Forfeitures. The Administrative Committee
shall, within thirty (30) days after the end of each Plan Year, determine the
Members from the Signatory Company who have forfeited all or part of their
respective interests in their Accounts pursuant to the provisions of Article
VII, Sections 7.5(a) and 7.6 hereof, during such Plan Year and shall certify
such information to the Trustee. The total amount of all Forfeitures shall then
be used to reduce such Signatory Company's future Employer Matching





                                      -45-
<PAGE>   53
Contributions and Employer Contributions under Article III, Section 3.2 of the
Plan.

                                   ARTICLE V.

                        Limitations on Annual Additions

         5.1     Limitation Under this Plan.  Notwithstanding any provisions
herein to the contrary, the Annual Addition to the Accounts of any Member under
all defined contribution plans of his Employer (as that term is defined in
Section 5.4 hereof) for any Plan Year cannot exceed the lesser of:

                 (a) Thirty thousand dollars ($30,000) or such greater amount
         as may be determined pursuant to Section 415(c)(1)(A) of the Code, as
         adjusted under Section 415(d) of the Code; or

                 (b) Twenty-five percent (25%) of the Member's compensation
         from his Employer for such Plan Year, as determined under Section
         415(c)(3) of the Code and the regulations thereunder.

         5.2     Limitation in Event of Member's Participation in Defined
Benefit Plan and Defined Contribution Plan.  In any case in which an Employee
is a participant in both a defined benefit plan and this Plan, the sum of the
defined benefit plan fraction and the defined contribution plan fraction for
any year may not exceed 1.0 except as may be permitted by Section 2004(a)(3) or
otherwise under the Act.  The defined benefit plan fraction for any year is a
fraction (a) the numerator of which is the projected annual benefit of the
Member under the plan (determined as of the close of the Plan Year); and (b)
the denominator of which is the lesser of: (i) the product of 1.25, multiplied
by the dollar limitation in effect for such Plan Year under Section
415(b)(1)(A) of the Code, or (ii) the product of 1.4, multiplied by the amount
which may be





                                      -46-
<PAGE>   54
taken into account under Section 415(b)(1)(B) of the Code with respect to such
Member for such Plan Year.  The defined contribution plan fraction for any year
is a fraction (a) the numerator of which is the sum of the Annual Additions to
the Member's Account as of the close of the Plan Year; and (b) the denominator
of which is the sum of the lesser of the following amounts determined for such
Plan Year and for each prior Year of Service: (i) the product of 1.25,
multiplied by the dollar limitation in effect for such Plan Year as may be
determined pursuant to Section 415(c)(1)(A) of the Code, or (ii) the product of
1.4, multiplied by the amount which may be taken into account under Section
415(c)(1)(B) of the Code for such Plan Year.  The Administrative Committee
shall reduce the numerator of the defined contribution plan fraction in order
that their sum shall not exceed 1.0 for any Plan Year in accordance with
Section 5.3 hereof.

         However, 1.0 shall be substituted for 1.25 for any Top Heavy Plan Year
unless an extra minimum Employer Matching Contribution equal to one percent
(1%) of the Considered Compensation of all Members who are Non-Key Employees is
allocated among such members pursuant to Article IV, Section 4.4.
Notwithstanding the foregoing, 1.0 shall be substituted for 1.25 for any Plan
Year in which the Plan is a Super Top Heavy Plan.

         5.3     Disposition of Excessive Annual Additions. If as a result of a
reasonable error in estimating a Member's Considered Compensation, the Annual
Additions under the terms of the Plan for a particular Member would cause the
limitations of Section 415 of the Code which are applicable to that Member for
that Plan Year to





                                      -47-
<PAGE>   55
be exceeded, the excess amounts shall not be deemed Annual Additions to such
Member's Account in that Plan Year, but shall be treated as follows:

                 The excess amounts attributable to Employer Matching
         Contributions or Employer Contributions in the Member's Account must
         be allocated and reallocated to the Accounts of the other Members in
         the Plan, pursuant to the provisions of Article IV, Section 4.4.
         However, if the allocation or reallocation of the excess amounts
         further causes the limitations of Section 415 of the Code to be
         exceeded with respect to each Plan Member for that Plan Year, then
         these amounts must be held unallocated in a suspense account.  If a
         suspense account is in existence at any time during a particular Plan
         Year (other than the Plan Year described in the preceding sentence),
         all amounts in the suspense account must first be allocated and
         reallocated to Members' Accounts (subject to the limitations of
         Section 415 of the Code) before any Employer Matching Contributions or
         Employer Contributions may be made to the Plan for that Plan Year.

         5.4     Combining of Plans. For purposes of applying the limitations
contained in this article, all defined contribution plans, terminated or not,
of an Employer shall be treated as one defined contribution plan and all
defined benefit plans, terminated or not, of an Employer shall be treated as
one defined benefit plan.  For purposes of this article, Employer shall mean
all trades or businesses, whether or not incorporated, which are either under
common control as determined under Sections 414(b) or 414(c) of the Code or are
an affiliated service group as determined under Section 414(m) of the Code.
For the purpose of applying the limitations set forth above, as imposed by
Section 415 of the Code, a Member's compensation or annual benefit payable by
the Signatory Company or any Affiliated Company of the Signatory Company shall
be treated as being from a single employer.  For purposes of the limitations of
this section and of applying Sections 414(b) and





                                      -48-
<PAGE>   56
414(c) of the Code as they relate to Sections 415 and 1563(a)(1) of the Code,
the phrase "more than fifty percent (50%)" shall be substituted for the phrase
"at least eighty percent (80%)".

         5.5     Transition Fraction.  At the election of the Administrative
Committee, in applying the provisions of Section 5.3 with respect to the
defined contribution fraction for any Plan Year ending after December 31, 1982,
the amount taken into account for the denominator for each Member for all Plan
Years ending before January 1, 1983 shall be an amount equal to the product of
(a) the amount of the denominator determined under Section 5.3 (as in effect
for the Plan Year ending in 1982) for Plan Years ending in 1982, multiplied by
(b) the "transition fraction".

         For purposes of the preceding paragraph, the term "transition
fraction" shall mean a fraction (a) the numerator of which is the lesser of (1)
$51,875 or (2) 1.4 multiplied by twenty-five percent (25%) of the Member's
compensation for the Plan Year ending in 1981, and (b) the denominator of which
is the lesser of (1) $41,500 or (2) twenty-five percent (25%) of the Member's
compensation for the Plan Year ending in 1981.

         Notwithstanding the foregoing, for any Plan Year in which the Plan is
a Top Heavy Plan, $41,500 shall be substituted for $51,875 in determining the
transition fraction."

         5.6     Right of Reversion. Notwithstanding Article III, Section 3.6,
in the event of termination of the Plan as provided in Article XVI, Section
16.3 any amounts held in the suspense account shall revert to the Signatory
Company.





                                      -49-
<PAGE>   57
                                  ARTICLE VI.

                   Retirement and Designation of Beneficiary

         6.1     Normal Retirement Date. "Normal Retirement Age" means the date
on which an Employee attains age sixty-five (65).  Each Employee shall retire
from employment on the date he reaches his Normal Retirement Age, such date to
be his Normal Retirement Date; provided, however, that an Employee may continue
employment thereafter subject to the condition that, in the event the Signatory
Company has nineteen (19) or fewer employees, such Employee must obtain the
approval of the Board of Directors of the Signatory Company to continue
employment after his Normal Retirement Date.  Each Employee who is employed by
the Signatory Company on the date it adopts the Plan shall be deemed for the
purposes of this Section 6.1 to have secured the approval of the Board of
Directors of the Signatory Company and shall continue to be so deemed until
such approval is affirmatively withdrawn.  This Section 6.1 shall be applied in
a uniform, nondiscriminatory manner to all Employees, present and future.

         6.2     Designation of Beneficiary. Each Member and each Retired
Member shall have the unrestricted right at any time, and from time to time, to
designate and to rescind or change any designation of a primary and contingent
Beneficiary or Beneficiaries to receive benefits in the event of his death,
except as hereinafter provided. The designation by a Member who was married at
the time of his death of a Beneficiary other than the Member's spouse shall
only be permitted with such spouse's written consent.  Such consent must
designate a specific beneficiary, must acknowledge the effect of





                                      -50-
<PAGE>   58
the Member's designation and must be witnessed either by a member of the
Administrative Committee or by a Notary Public. Otherwise the death benefits of
the Member shall be paid to the Member's spouse, except as hereinafter
provided.  A Member's designation of a Beneficiary other than such Member's
spouse, which is consented to by such Member's spouse as provided above, may
not be changed without subsequent spousal consent (unless the spouse's consent
to the original Beneficiary designation expressly permits designations by the
Member without further spousal consent).  Any such designation, change or
rescission of designation shall be made in writing by filling out and
furnishing to the Administrative Committee the appropriate form prescribed by
it.  A contingent Beneficiary or Beneficiaries shall be entitled to receive any
unpaid death benefits only if no primary Beneficiary is alive or legally
entitled to receive it on the date of payment of the benefit.  Any estate,
assignee or appointee of either a primary or a contingent Beneficiary shall
have no interest in or right to receive any death benefit payment not actually
made before the death of such Beneficiary.  The last such designation received
by the Administrative Committee shall be controlling over any testamentary or
other disposition; provided, however, that no designation, rescission or change
thereof shall be effective unless received by the Administrative Committee
prior to the death of the Member. Upon the divorce of a Member or a retired
Member, any designation of his divorced spouse as a primary Beneficiary or as a
contingent Beneficiary hereunder shall automatically terminate and become
ineffective, and such divorced spouse shall have no





                                      -51-
<PAGE>   59
interest in or right to receive any death benefit hereunder unless such Member
shall file with the Administrative Committee, after the date of such divorce
decree, a new designation of Beneficiary naming his divorced spouse as a
Beneficiary hereunder.  If there is no designated Beneficiary alive at the time
of any payment of the death benefit, then the death benefit or balance thereof
shall be paid to the surviving spouse of the deceased Member or, if there is no
surviving spouse, to the estate of the deceased Member.  The Signatory Company
employing a Member shall not be named as his Beneficiary.  If the
Administrative Committee shall be in doubt as to the right of any Beneficiary
designated by a deceased Member to receive any unpaid death benefit, the
Administrative Committee may direct the Trustee to pay the amount in question
to the estate of such Member, in which event the Trustee, the Signatory
Company, the Administrative Committee and any other person in any manner
connected with the Plan shall have no further liability in respect to the
payment so paid.

                                  ARTICLE VII.

                         Vesting of Members' Interests

         7.1     Vesting.  The interest of each Member who began participating
in the Plan prior to January 1, 1989 in the amount credited to his Account
attributable to Employer Matching Contributions and Employer Contributions
shall be immediately one hundred percent (100%) vested and shall not be
forfeitable for any reason.  The interest of each Member who commenced
participation on or after January 1, 1989, in the amount credited to his
Account attributable to Employer Matching Contributions and Employer





                                      -52-
<PAGE>   60
Contributions shall vest as hereinafter specified and, once vested, shall not
be forfeitable for any reason. Each Member shall immediately and at all times
have a one hundred percent (100%) vested interest in the amount credited to his
Account attributable to Deferral Contributions.

         7.2     Death.  On the death of a Member (or a Retired Member prior to
the complete distribution of such Retired Member's Account) his death benefit
shall be one hundred percent (100%) of the amount credited to his Account at
the end of the calendar quarter in which he dies. Payment of such death benefit
to the Member's designated Beneficiary or Beneficiaries shall commence no later
than ninety (90) days after the end of the calendar quarter in which the Member
dies.  However, in the event that the payment of his death benefit under this
Section would violate Article IX, 9.4, then such benefit shall commence no
later than sixty (60) days after the end of the Plan Year in which the Member
dies.

         Notwithstanding any other provision of this Plan, in the case of a
Member who is married at the time of his death, the death benefit under this
Section (reduced by any security interest held by the Plan by reason of a loan
outstanding to such Member) shall be payable in full to such Member's spouse,
or in the event there is no surviving spouse or such surviving spouse has
consented in the manner provided in Article VI, Section 6.2, to a designated
Beneficiary.

         7.3     Retirement.  Upon attaining his Normal Retirement Date as
provided in Article VI, Section 6.1 and upon reaching his Normal Retirement
Age, a Member shall have a nonforfeitable right to his





                                      -53-
<PAGE>   61
Account balance.  Such retirement benefit shall be paid to the Member in the
form of benefit determined by the Administrative Committee pursuant to Article
IX, Section 9.3.  The payment of his retirement benefit shall commence no later
than ninety (90) days after the end of the calendar quarter in which he retires
after attaining his Normal Retirement Date unless the Member requests otherwise
in writing.  However, in the event that the payment of his retirement benefit
under this Section would violate Article IX, Section 9.4, then payment of such
benefit shall commence no later than sixty (60) days after the end of the Plan
Year in which such Member retires.

         7.4     Disability. In the event the Administrative Committee
determines that a Member is suffering from a Total Permanent Disability, his
disability benefit shall be one hundred percent (100%) of the amount credited
to his Account at the end of the calendar quarter following such determination.
Such disability benefit shall be paid to the Member in the form of benefit
determined by the Administrative Committee pursuant to Article IX, Section 9.3.
Payments shall commence no later than ninety (90) days after the end of the
calendar quarter in which the Member is determined to be totally, permanently
disabled unless the Member requests otherwise in writing.  However, in the
event that the payment of his disability benefit under this section would
violate Article IX, Section 9.4, then such benefit shall commence no later than
sixty (60) days after the end of the Plan Year in which the Member is
determined to be totally, permanently disabled.





                                      -54-
<PAGE>   62
         If a Member who had previously been determined to be totally,
permanently disabled returns to the employment of the Signatory Company prior
to receiving the entire balance in his Account, a separate ledger account shall
be created for such Member and the remaining portion of his Account shall be
transferred to such new Account, which shall share in income allocations and
valuation adjustments pursuant to Article IV, Sections 4.5 and 4.6 until the
amount is distributed in full upon his subsequent death, retirement,
determination of Total Permanent Disability or severance of employment.  A new
Account shall be established for the returning Member as if he were a new
Member, and said Account shall vest pursuant to Section 7.5 starting at the
point on the vesting schedule the Member had achieved prior to the
determination of his Total Permanent Disability.

         7.5     Termination of Employment.  In no event shall the vested
interest of a Member who began participating in the Plan prior to January 1,
1989 in the amount credited to his Account attributable to Employer Matching
Contributions and Employer Contributions be less than his nonforfeitable vested
amount as determined under Section 7.1.

                 (a) Vesting Schedule.  A Member whose employment is terminated
         for any reason other than death, retirement under Section 7.3 above or
         Total Permanent Disability shall be entitled to a severance benefit no
         later than one hundred twenty (120) days after the end of the Plan
         Year in which he terminates employment equal to the vested interest
         attributable to Deferral Contributions, Employer Matching
         Contributions and Employer Contributions in such Member's Account at
         the end of the Plan Year.  However, in the event that the payment of
         his severance benefit under this section would violate Article IX,
         Section 9.4, then such benefit shall commence no later than sixty (60)
         days after the latest date determined under that section. For the
         purpose of this





                                      -55-
<PAGE>   63
         Section 7.5(a), a Member's "vested interest" shall be determined using
         the following schedules and shall be an amount equal to the percentage
         of the balance of such Member's Account attributable to Employer
         Matching Contributions and Employer Contributions for the number of
         Years of Service as of the end of the Plan Year.  As provided in
         Section 7.1, a Member's vested interest in his Account attributable to
         Deferral Contributions shall at all times be one hundred percent
         (100%).

                 In the event that the vesting schedule contained in this
         Section 7.5(a) is amended, the vested percentage of a Member who began
         participating in the Plan on or after January 1, 1989 shall not be
         less than his nonforfeitable vested percentage as computed under this
         Section 7.5(a). If such a Member has at least three (3) Years of
         Service, he shall have the right during the election period to elect
         to have the nonforfeitable percentage of his benefit derived from
         Employer Matching Contributions and Employer Contributions computed
         under this Section 7.5(a) without regard to such amendment.
         Notwithstanding the preceding sentence, no election need be provided
         for any Member whose nonforfeitable percentage under the Plan, as
         amended, at any time cannot be less than such percentage determined
         without regard to such amendment.  The election period shall begin on
         the date the amendment is adopted and shall end no earlier than the
         latest of (a) sixty (60) days after the date the amendment is adopted,
         (b) sixty (60) days after the date the amendment becomes effective, or
         (c) sixty (60) days after the Member is issued written notice of the
         Plan amendment by the Employer, Signatory Company or Administrative
         Committee. A Member shall be considered to have completed three (3)
         Years of Service for purposes of this paragraph if such Member has
         completed three (3) Years of Service as defined in Article I, Section
         1.44, whether or not consecutive, without regard to the exceptions of
         Code Section 411(a)(4) prior to the expiration of the election period.
         For any Employee who does not have an Hour of Service in any Plan Year
         beginning after December 31, 1988, "five (5) Years of Service" shall
         be substituted for "three (3) Years of Service" in applying this
         paragraph.

<TABLE>
<CAPTION>
                                                       Percentage of
                                                  Participating Employee's                      
         Years of Service                        Account that Becomes Vested
         ----------------                        ---------------------------
         <S>                                              <C>
         Less than four years . . . . . . . . . . . .       0%

         Four years or more . . . . . . . . . . . . .     100%
</TABLE>





                                      -56-
<PAGE>   64
                 The amount credited to such Member's Account which is not
         vested when he terminates employment shall be disposed of as provided
         in Section 7.6 hereof.

                 (b) Years of Service Computation. For purposes of determining
         the Member's vested interest in the assets in his Account, all Years
         of Service with the Signatory Company, or any Affiliated Company, or
         any Predecessor Employer as of the date of severance shall be taken
         into account except the following with respect to Breaks-in-Service:

                          (i) If a Member does not have a vested interest in
                 his Account at the time he incurs a Break-in-Service, Years of
                 Service completed by such Member prior to such Break shall not
                 be taken into account if at such time the number of
                 consecutive one-year Breaks-in-Service included in his most
                 recent Break-in-Service equals or exceeds the aggregate number
                 of his Years of Service (whether or not consecutive) completed
                 before such Break, or five (5), if greater.  In computing the
                 aggregate number of Years of Service prior to such Break,
                 Years of Service which could have been disregarded under this
                 subsection by reason of a prior Break-in-Service may be
                 disregarded.  Pre-Break and post-Break Years of Service will
                 not be aggregated until the Member has completed one (1) Year
                 of Service after his return to employment;

                          (ii) If a Member has five consecutive years of
                 Breaks-in-Service for Plan Years, then any service after such
                 Break will not increase the Member's vested interest in his
                 Account before such Break; and

                          (iii) If a Member has a vested interest in his
                 Account and his separation from employment and his subsequent
                 reemployment do not incur five consecutive years of
                 Breaks-in-Service, his Account will continue to vest, starting
                 at the point in the vesting schedule where he left employment.

         7.6     Disposition of Unvested Amounts.  Upon termination of
employment, the amount in the Member's Account shall be maintained until the
end of the Plan Year in which the Member terminates employment.  As of the end
of such Plan Year, the unvested amount





                                      -57-
<PAGE>   65
shall be forfeited and used to reduce future Employer Matching Contributions
and Employer Contributions as provided in Article IV, Section 4.11 of the Plan.

         7.7     Circumstances Rendering Vesting Schedule Inapplicable.
Notwithstanding any other provisions of this instrument to the contrary, if:

                 (a) the Plan is terminated pursuant to Article XVI, 
         Section 16.3 hereof; or

                 (b) the Plan is terminated with respect to a group of Members
         resulting in a partial termination of the Plan; or

                 (c) there occurs a complete discontinuance of Employer
         Contributions under the Plan,

the vesting schedule contained in Section 7.5(a) hereof shall be inapplicable
and each Member affected by such termination, partial termination or complete
discontinuance of Employer Contributions shall thereupon have a full one
hundred percent (100%) vested interest in the amount standing to his credit in
his Account at such time and in any amounts thereafter credited or allocated to
his Account; provided, however, that if the Signatory Company shall thereafter
resume making Employer Contributions hereunder, all amounts credited or
allocated to a Members Account with respect to the Plan Year for which such
Employer Contributions are resumed and the Plan Years for which they are
continued, shall vest only in accordance with the vesting schedule contained in
Section 7.5(a) hereof.  For purposes of this section, a complete discontinuance
of Employer Contributions under the Plan is contrasted with a suspension of
Employer Contributions under the Plan which is merely a temporary cessation of
Employer Contributions by the Signatory





                                      -58-
<PAGE>   66
Company.  During any such period of termination, partial termination or
complete discontinuance of Employer Contributions under the Plan, all other
provisions of this Plan shall nevertheless continue in full force and effect
other than provisions for Employer Contributions and allocations thereof to
Members' Accounts.  The Signatory Company shall notify the District Director of
the Internal Revenue Service in the event it has completely discontinued to
make Employer Contributions to the Plan or in the event of termination or
partial termination of the Plan.

                                 ARTICLE VIII.

                            Claims for Plan Benefits

         8.1     Application for Benefits.  Each Member or designated
Beneficiary claiming benefits under this Plan must make written application
therefor within fifteen (15) days preceding or following (whichever is
applicable) the actual retirement, termination of employment, death prior to
retirement, determination of Total Permanent Disability, or the happening of
any other occurrence believed by the claimant to entitle him to benefits
hereunder.  The date the claim shall be considered as filed shall be the date a
properly completed application is received by the Administrative Committee.
Each such application (a) shall be in writing on a form to be provided by the
Administrative Committee, (b) shall be signed by the claimant or his personal
representative, (c) shall be made to the Administrative Committee, and (d)
shall be filed in such a manner and with such persons as the Administrative
Committee may specify. The Administrative Committee may require that there be
furnished to it in connection with such application all relevant





                                      -59-
<PAGE>   67
information. Failure to timely file such application or to supply all relevant
information shall not result in the forfeiting of any rights claimed but shall
excuse postponement of the orderly processing of such claim and the time of
commencing payment thereof.

         8.2     Processing of Claim. Upon receipt by the Administrative
Committee of a properly completed application for benefits form, it shall be
the duty and responsibility of the Administrative Committee to verify the facts
and claims made therein with the appropriate Signatory Company and to determine
whether the claim is valid.  In arriving at a decision, the Administrative
Committee may require additional relevant information from the claimant.  In
any event, within ninety (90) days of receipt of the application, the
Administrative Committee shall determine whether, when and in what amount
distributions are to be paid from the Plan to the claimant. If the
Administrative Committee fails to act on the claim within said ninety (90) day
period, the claimant may proceed to the review stage described in Section 8.4
hereof as if the claim had been denied.

         8.3     Notification to Claimant of Decision.  If distributions are to
be made, the Administrative Committee shall immediately notify the claimant and
the Trustee of the amount and method of payment.  It shall then be the
responsibility of the Trustee to arrange the distribution.  If the claim is
denied, in whole or in part, the Administrative Committee shall send written
notice of the denial to the claimant.  A notice that a claim has been denied





                                      -60-
<PAGE>   68
shall set forth, in a manner calculated to be understood by the claimant:

                 (a)      The specific reason or reasons for the denial;

                 (b)      Specific reference to the pertinent Plan provisions
         on which the denial was based;

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

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

         8.4     Review Procedure.  A claimant shall be entitled to a full and
fair review of a denial of claim for benefits.  To avail himself of this right,
the claimant, or his duly authorized representative, must timely file an
application for review with the Administrative Committee.  Such application
must be in writing and must be filed within sixty (60) days of receipt of the
notice of denial of benefits.  If the claimant desires a personal appearance or
hearing before the Administrative Committee to present his case, he shall so
state in his application for review.  An appeal shall be considered as filed on
the date it is received by the Administrative Committee.  Subsequent to the
filing of an appeal and prior to the rendering of a decision thereon, the
claimant, or his duly authorized representative, may review pertinent documents
and may submit issues and comments in writing.  If a hearing is held, the
claimant may be represented thereat by legal counsel or other duly authorized
representative.

         8.5     Decision on Review. The Administrative Committee shall render
a decision no later than sixty (60) days after its receipt





                                      -61-
<PAGE>   69
of a request for review unless special circumstances, such as the need to hold
a hearing, require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than one hundred
twenty (120) days after receipt of a request for review. The decision for
review shall be in writing and shall include the specific reasons for the
decision, written in a manner calculated to be understood by the claimant, with
specific reference to the pertinent Plan provisions on which the decision is
based. The review decision by the Administrative Committee shall be considered
final.

         8.6     Disputed Benefits. If any dispute shall arise between a
Member, or other person claiming under a Member, and the Administrative
Committee after the review of the claim for benefits, or if any dispute shall
develop as to the person to whom the payment of any benefit under the Plan
shall be made, the Trustee may withhold payment of all or any part of the
benefits payable hereunder to the Member, or other person claiming under the
Member, until such dispute has been resolved by a court of competent
jurisdiction or settled by the parties involved.

                                  ARTICLE IX.

                         Distributions from Trust Funds

         9.1     Occasions for Distributions. Distributions from the Trust
shall be made to Members or Beneficiaries only upon the occurrence of one of
the following events:

         (1)     the Member's death, retirement at Normal Retirement Age, or
                 Total Permanent Disability as provided in Article VII,
                 Sections 7.2, 7.3 and 7.4 hereof, respectively;





                                      -62-
<PAGE>   70
         (2)     termination of employment as provided in Article VII, Section
                 7.5 hereof;

         (3)     termination of the Plan and Trust as provided in Article XVI;

         (4)     the sale or other disposition by a Signatory Company to an
                 unrelated corporation which does not maintain the Plan, of
                 substantially all of the Signatory Company's assets (but only
                 with respect to Members who continue employment with the
                 acquiring corporation); or

         (5)     the sale or other disposition by a Signatory Company of its
                 interest in a subsidiary to an unrelated entity which does not
                 maintain the Plan (but only with respect to Members who
                 continue employment with the subsidiary).

A distribution pursuant to paragraphs (4) or (5) above shall be made in a
method provided under Article VII, Section 7.5. All distribution events set
forth above are subject to the conditions and specifications set forth
hereafter in this Article IX.

         9.2     Consent to Distribution: Special Rules Upon Reemployment.

                 (a)      In those instances where a Member severs his
         employment with the Signatory Company for any reason other than death
         or retirement and, as a result thereof, would otherwise be entitled to
         a distribution of his vested interest in the Employer Contributions in
         his Account, no such distribution shall, under any circumstances, be
         authorized by the Administrative Committee nor effected by the Trustee
         prior to the death or retirement of such Member unless (i) the gross
         amount to be distributed is $3,500 or less, or (ii) the gross amount
         is in excess of $3,500 and the Member consents to the distribution and
         executes a distribution form supplied by the Administrative Committee
         signifying such consent. A certified copy of such distribution form
         shall be transmitted to the Trustee for its records along with written
         directions as to the amount, time and manner of distribution.

                 (b)      In the event that a Member does not consent to a
         distribution as required under this Section 9.2, a separate ledger
         account shall be created for such Member upon his incurring a
         forfeiture under Article VII, Section 7.6.  The vested portion of his
         Account, as determined under Article VII, Section 7.1, shall be





                                      -63-
<PAGE>   71
         transferred to the separate ledger account.  Such separate ledger
         account shall share in income and valuation adjustments pursuant to
         Article IV, Sections 4.4 and 4.5 until the amount is distributed in
         full upon the Member's subsequent death, retirement or Total Permanent
         Disability.  Any Member who does not consent to a distribution under
         this Section 9.2 and is reemployed within five (5) years from the date
         his employment is severed shall be entitled to have the forfeited
         portion of his Account restored to him in full, unadjusted by any
         gains or losses occurring subsequent to the valuation date preceding
         his termination. Such restoration shall be paid from Employer
         Contributions, Forfeitures and income or gain to the Plan for the Plan
         Year of such restoration, as determined by the Administrative
         Committee.

                 (c)      If an Employee returns to the employment of a
         Signatory Company after incurring a forfeiture under Article VII,
         Section 7.6 and again becomes a Member under the Plan, a new Account
         shall be established for him as if he were a new Member.  The new
         Account shall be maintained independently of the separate ledger
         account. Such account shall share in Employer Contributions,
         Forfeitures, income and valuation adjustments pursuant to Article IV
         and shall vest as determined under Article VII, Section 7.1.  Upon
         subsequent termination of employment, the vested portion of the
         Account shall be distributed upon the Member's entitlement to a
         distribution under Article VII hereof or, if the Member again does not
         give the necessary consent to a distribution, such vested amount shall
         be added to the separate ledger account.

                 (d)      If any such reemployed Employee is reemployed before
         incurring five (5) consecutive years of Break-in-Service, and such
         Employee had received prior to his reemployment an entire distribution
         of the vested portion of his Account which was less than fully vested,
         the forfeited portion of his Account shall be reinstated only if he
         repays the full amount distributed to him before the end of the
         earlier of the following periods: (i) five (5) consecutive Years of
         Break-in-Service, or (ii) the period ending on the fifth (5th)
         anniversary of the Member's reemployment.  If such Employee repays
         such full amount distributed to him, the undistributed portion of his
         Account must be restored in full, unadjusted by any gains or losses
         occurring subsequent to the valuation date preceding his termination.
         Such restoration shall be paid from Employer Contributions,
         Forfeitures and income or gain to the Plan for the Plan Year of such
         restoration, as determined by the Administrative Committee.  This
         provision shall be interpreted in a





                                      -64-
<PAGE>   72
         manner consistent with the transitional rules of Section 303(a)(2) of
         the Retirement Equity Act as to service prior to Plan Years beginning
         before January 1, 1985.

         9.3     Manner of Distributions.  The Administrative Committee shall
direct the Trustee, in writing, when to distribute the amounts referred to in
Article VII, Sections 7.2, 7.3, 7.4 and 7.5, in accordance with the Member's
election, under one of the following methods:

                 (a)      A lump sum payment in cash or in kind or both; except
         that this form of payment shall not apply in cases under Article VII,
         Sections 7.3 and 7.5 (pertaining to termination from employment for
         reasons other than death or Total Permanent Disability or continuation
         in employment beyond Normal Retirement Age) where the entire Account
         balance exceeds fifty thousand dollars ($50,000.00); or

                 (b)      Distributions in the manner provided below, after 
         having segregated the aggregate amount thereof in a special account;
         provided, that the monies in such special account will earn the going
         rate of interest paid by local banks on savings accounts placed in
         insured depositories at interest, or, at the option of the Member or
         Beneficiary (or Beneficiaries), be credited with their portion of the
         gains or losses of the Trust pursuant to Article IV, Sections 4.5 and
         4.6; provided further that the interest or other income earned on such
         special account shall be paid at the end of each Plan Year.
         Distribution of his entire Plan benefit in substantially equal annual,
         quarterly or monthly installments, over any time period not exceeding
         his life expectancy (or the life expectancies of such Member and his
         designated Beneficiary); provided that the value of any such
         installment in cases under Article VII, Sections 7.3 and 7.5
         (pertaining to termination from employment for reasons other than
         death or Total Permanent Disability or continuation in employment
         beyond Normal Retirement Age) shall (except as otherwise provided in
         the Plan) not exceed fifty thousand dollars ($50,000.00) on an annual
         basis; provided further, that the present value of the benefits to be
         distributed to the Member shall exceed fifty percent (50%) of the
         prevent value of the total benefit to be distributed to the Member and
         his designated Beneficiary.





                                      -65-
<PAGE>   73

In the event of the Member's death, the benefit shall be paid according to 
the method either set forth on the beneficiary designation on file with the 
Administrative Committee or elected by the Beneficiary or Beneficiaries.

         9.4     Time of Distributions. Distributions required by Section 9.3
hereof shall commence as soon as administratively feasible. Unless the Member
executes an election form consented to by the Administrative Committee which
states how and when benefits are to commence, payment of benefits to the Member
shall in no event begin later than the sixtieth (60th) day after the latest of
the close of the Plan Year in which:

                 (a)      the Member attains age 65,

                 (b)      the Member has his tenth (lOth) anniversary of the 
         year in which he commenced participation in the Plan, and

                 (c)      the Member's employment with a Signatory Company
         terminates.

         9.5     Mandatory Distributions.  Notwithstanding any other provision
in the Plan to the contrary, benefits shall be distributed to the Member or his
Beneficiary no later than set forth in this section.

                 (a)      Mandatory Age Distribution.  A Member's benefits
         shall be distributed to him no later than the April 1st of the
         calendar year following the calendar year in which the Member attains
         age 70 1/2, but the balance of his benefits must be distributed over
         the life of such Member (or lives of such Member and his designated
         Beneficiary) or over a time period not exceeding the Member's life
         expectancy (or the life expectancies of the Member and his designated
         Beneficiary).

                 (b)      Mandatory Death Distribution.  If the distribution of
         the Member's benefits had commenced pursuant to Section 9.5(a) and the
         Member dies before his entire benefit is distributed to him, the
         remaining portion of




                                     -66-
<PAGE>   74
         his benefit will be distributed at least as rapidly as under the
         method of distribution being used pursuant to Section 9.5(a) as of the
         date of such Member's death.  If a Member dies prior to the
         commencement of his benefit distribution pursuant to Section 9.5(a),
         the entire benefit of such Member will be distributed within five (5)
         years after the death of such Member.  However, such five (5) year
         rule shall be disregarded for any portion of the Member's benefit
         which is payable to (or for the benefit of) a designated Beneficiary,
         such portion to be distributed (in Accordance with regulations issued
         by the Secretary) over the life of such designated Beneficiary (or
         over a period not exceeding beyond the life expectancy of such
         Beneficiary), and such distributions commence not later than one (1)
         year after the date of the Member's death or such later date as the
         Secretary may prescribe by regulations.  In such a situation, the
         benefit portion distributed to such Beneficiary shall be treated as
         distributed on the date on which such distribution begins.

                 In the event that the designated Beneficiary is the deceased
         Member's surviving spouse, the date on which the benefit distribution
         is required to commence shall be no earlier than the date on which the
         Member would have attained age 70 1/2.  If the surviving spouse dies
         before the distributions to such spouse commence, this subsection
         shall be applied as if the surviving spouse were the Member.  For
         purposes of this subsection, any amount paid to a child shall be
         treated as if it had been paid to the surviving spouse if such amount
         shall become payable to the surviving spouse upon such child reaching
         majority (or other designated event permitted under Treasury
         regulations).

                 (c)      Prior Irrevocable Election. If the Member made an
         irrevocable election prior to December 31, 1983 to defer the
         distribution of benefits beyond the dates set forth in Section 9.5(a)
         and (b), such election shall govern the distribution 80 long as said
         election was pursuant to the terms of the Plan at the time of the
         election.

                 (d)      Recalculation of Life Expectancies. For purposes of
         this Section, the life expectancy of a Member and a Member's spouse
         may, in the discretion of the Administrative Committee, be
         redetermined but no more frequently than annually and in accordance
         with such rules as may be prescribed by Treasury regulations.

         Notwithstanding any other provision of this Plan, the Plan shall in all
respects comply with the provisions of Prop.  Reg.





                                      -67-
<PAGE>   75
Section 1.401(a)(9)-1 and the minimum incidental death benefit limits of Prop.
Reg. Section 1.401(a)(9)-2, which are specifically incorporated herein by
reference.

         9.6     Distribution to Minors or Persons under Disability. Should any
distribution hereunder become payable to a minor or to a person who, in the
opinion of the Administrative Committee, is incapable of taking care of his
affairs, the Administrative Committee may direct the Trustee to make such
distribution in any one or combination of the following ways: (1) directly to
such minor or person; (2) to the legal guardian of the person or estate of such
minor or person; or (3) to a person or financial institution serving as
Custodian for such Beneficiary under the Uniform Gifts to Minors Act of any
state.  Any distribution so made shall constitute full and complete discharge
of any liability under the Plan with respect to the amount so distributed.

         9.7     Community Property Interests - Interest of Spouse of Member in
the Event of Divorce.  In the event of a divorce between a Member and his
spouse and in the event that the Divorce Decree entered by the Court having
jurisdiction in the matter gives such divorced spouse a portion of the Member's
vested interest in his Account, the Trustee shall, pursuant to the direction of
the Administrative Committee, segregate such amount in a separate account for
the benefit of such spouse. Such account shall thereafter be held and
administered as a part of the Trust Fund (but such account shall only share in
income allocations and valuation adjustments of the Trust Fund) until such time
as the Member or his Beneficiary becomes entitled to a distribution





                                      -68-
<PAGE>   76
hereunder.  In the event the spouse is also awarded a portion of the future
Deferral Contributions, and/or future Employer Matching Contributions and/or
future Employer Contributions which normally would be allocated to the Members
Account, the Administrative Committee, after it receives a certified copy of
such Divorce Decree, shall instruct the Trustee to allocate such portion to the
spouse's account.  At the time the Member or his Beneficiary becomes entitled
to a distribution hereunder, the amounts held by the Trustee for the spouse
shall be distributed to such spouse in a lump sum. If such spouse should die
prior to the time of distribution to such spouse hereunder, such amounts then
held by the Trustee shall be paid over to the estate of such spouse within six
(6) months after notification to the Trustee of the death of such spouse. All
rights and benefits, including elections, provided to a Member in this Plan
shall be subject to the rights afforded to any "alternate payee" under a
"qualified domestic relations order" as those terms are defined in Section
414(p) of the Code.

                                   ARTICLE X.

                              Top Heavy Provisions

         10.1    Determination of Top Heavy Plan Status. The Plan shall be
considered a Top Heavy Plan for any Plan Year in which, as of the Determination
Date, the sum of the Aggregate Accounts of Key Employees under this Plan and
any plan of an Aggregation Group exceeds sixty percent (60%) of the Aggregate
Accounts of all Members under this Plan and any plan of an Aggregation Group.
If a Member, who was a Key Employee for any prior Plan Year, is a Non-





                                      -69-
<PAGE>   77
Key Employee for any Plan Year, such Member's Aggregate Account balance shall
not be taken into account for purposes of determining whether the Plan is a Top
Heavy Plan (or whether any Aggregation Group which includes the Plan is a Top
Heavy Group).  In addition, the Account balance of any Member who has not
within the past five (5) years performed any services for the Signatory Company
shall not be taken into account for purposes of determining whether the Plan is
a Top Heavy Plan (or whether any Aggregation Group which includes the Plan is a
Top Heavy Group).

         10.2    Determination of Super Top Heavy Plan Status. The Plan shall
be considered a Super Top Heavy Plan for any Plan Year in which, as of the
Determination Date, the sum of the Aggregate Accounts of Key Employees under
this Plan and any plan of an Aggregation Group exceeds ninety percent (90%) of
the Aggregate Accounts of all Members under this Plan and any plan of an
Aggregation Group.  For purposes of determining if the Plan is a Super Top
Heavy Plan, a Member's inclusion in the Key Employee grouping shall be
determined in the manner set forth in Section 10.1.

         10.3    Aggregate Accounts. A Member's Aggregate Account as of the
Determination Date shall be the sum of:

                 (a) his Account balance as of the most recent valuation date
         occurring within a twelve (12) month period ending on the
         Determination Date;

                 (b) an adjustment for any contributions due as of the
         Determination Date.  Such adjustment shall be the amount of any
         contributions actually made after the valuation date but before the
         Determination Date, except for the first Plan Year when such
         adjustment shall also reflect the amount of any contributions made
         after the Determination Date that are allocated as of a date in that
         first Plan Year;





                                      -70-
<PAGE>   78
                 (c) any Plan distributions made within the Plan Year that
         includes the Determination Date or within the four (4) preceding Plan
         Years.  However, in the case of distributions made after the valuation
         date and prior to the Determination Date, such distributions are not
         included as distributions for top heavy purposes to the extent that
         such distributions are already included in the Member's Aggregate
         Account balance as of the valuation date.  Notwithstanding anything
         herein to the contrary, all distributions, including distributions
         made prior to January 1, 1984, will be counted, and distributions
         under a terminated plan which if it had not been terminated would have
         been required to be included in an Aggregation Group will be counted;
         and

                 (d) any Employee contributions, whether voluntary or
         mandatory.  However, amounts attributable to tax deductible qualified
         Employee contributions shall not be considered to be a part of the
         Members Aggregate Account balance.

         10.4    Aggregation Group.  An Aggregation Group for purposes of this
article is either a Required Aggregation Group or a Permissive Aggregation
Group as hereinafter determined. In determining Aggregation Groups, "Employer"
means an employer as defined in Section 416 of the Code and the regulations
issued thereunder.

                 (a)      Required Aggregation Group.  In determining a
         Required Aggregation Group hereunder, each plan of the Employer in
         which a Key Employee is a participant, and each other plan of the
         Employer which enables any plan in which a Key Employee participates
         to meet the require-ments of Code Sections 401(a)(4) or 410, will be
         required to be aggregated.  Such group shall be known as a Required
         Aggregation Group.  In the case of a Required Aggregation Group, each
         plan in the group will be considered a Top Heavy Plan if the Required
         Aggregation Group is a Top Heavy Group.  No plan in the Required
         Aggregation Group will be considered a Top Heavy Plan if the Required
         Aggregation Group is not a Top Heavy Group.

                 (b)      Permissive Aggregation Group.  The Employer may also
         include any other plan not required to be included in the Required
         Aggregation Group, provided the resulting group, taken as a whole,
         would continue to satisfy the provisions of Code Sections 401(a)(4) or
         410.  Such group shall be known as a Permissive Aggregation Group.  In
         the case of a Permissive Aggregation Group, only a plan that is part
         of the Required Aggregation Group will be





                                      -71-
<PAGE>   79
         considered a Top Heavy Plan if the Permissive Aggregation Group is a
         Top Heavy Group.  No plan in the Permissive Aggregation Group will be
         considered a Top Heavy Plan if the Permissive Aggregation Group is not
         a Top Heavy Group.

                 (c)      Aggregation of Multiple Plans.  When more than one
         plan is aggregated, the Aggregate Accounts (including distributions
         for Key Employees and all Employees) are determined separately for
         each plan as of each plan's Determination Date.  The plans are then
         aggregated by adding the results of each plan as of the Determination
         Dates for such plans that fall within the same calendar year.

         10.5    Top Heavy Plan Requirements.  For any Plan Year in which the
Plan is considered to be a Top Heavy Plan, the Plan shall:

                 (a)      limit the Considered Compensation maximum dollar 
         amount pursuant to Article I, Section 1.13;

                 (b)      require minimum allocations to Non-Key Employees 
         pursuant to Section 10.6; and

                 (c)      replace the vesting schedule in Article VII, Section
         7.5(a) of this Plan with the following:

<TABLE>
<CAPTION>
                                                      Percentage of
                                                 Participating Employee's
         Years of Service                      Account that Becomes Vested
         ----------------                      ---------------------------
         <S>                                             <C>
         Less than two years . . . . . . . . .             0%
         Two years . . . . . . . . . . . . . .            20%
         Three years . . . . . . . . . . . . .            40%
         Four years. . . . . . . . . . . . . .            60%
         Five years. . . . . . . . . . . . . .            80%
         Six years or more . . . . . . . . . .           100%
</TABLE>

         10.6    Allocations to Non-Key Employees. For any Plan Year in which
the Plan is determined to be a Top Heavy Plan, the following allocation
provisions shall be operational and shall supplement Article IV, Section 4.4.





                                      -72-
<PAGE>   80
                 (a)      Minimum Allocations Required for Top Heavy Plan
         Years.  Notwithstanding the foregoing, for any Top Heavy Plan Year,
         the sum of the Employer Contributions, Employer Matching Contributions
         and Deferral Contributions allocated to the Member's account of each
         Non-Key Employee shall be equal to at least three percent (3%) of such
         Non-Key Employee's Considered Compensation.  However, should the sum
         of the Employer's contributions allocated to the Member's Account of
         each Key Employee for such Top Heavy Plan Year be less than three
         percent (3%) of each Key Employee's Considered Compensation, the sum
         of the Employer Contributions allocated to the Member's Account of
         each Non-Key Employee shall be equal to the largest percentage
         allocated to the Member's Account of any Key Employee.  For allocation
         purposes, where contributions to Key Employees are less than three
         percent (3%) of Considered Compensation amounts contributed by Key
         Employees to a salary deferral plan must be included as part of such
         Key Employee's Considered Compensation for purposes of determining
         contributions made on behalf of Key Employees.

                 (b)      Extra Minimum Allocation Permitted for Top Heavy
         Plans other than Super Top Heavy Plans.  If a Key Employee is a Member
         in both a defined contribution plan and a defined benefit pension plan
         that are both part of a Top Heavy Group (but neither of such plans is
         a Super Top Heavy Plan), the defined contribution and the defined
         benefit fractions set forth in Article V, Section 5.2 shall remain
         unchanged, provided the Member's Account of each Non-Key Employee who
         is a Member receives an extra allocation (in addition to the minimum
         allocation set forth above) equal to not less than one percent (1%) of
         such Non-Key Employee's Considered Compensation.

                 (c)      Computation of the Minimum Contribution. For purposes
         of the minimum allocations set forth above, the percentage allocated
         to the Member's Account of any Key Employee shall be equal to the
         ratio of the sum of the Employer Contribution, Employer Matching
         Contribution and Deferral Contribution allocated on behalf of such Key
         Employee divided by the Considered Compensation for such Key Employee.

                 (d)      Eligibility for the Minimum Contribution.  For any
         Plan Year in which the Plan is a Top Heavy Plan, the minimum
         allocations set forth above shall be allocated to the Accounts of all
         Non-Key Employees who are Members and who are employed by the Employer
         on the last day of the Plan Year, including Non-Key Employees who are
         Members but have failed to complete a Year of Service regardless of
         compensation.





                                      -73-
<PAGE>   81
                 (e)      Alternative Methods of Complying with the Minimum
         Benefit Requirement.  Notwithstanding anything herein to the contrary,
         in any Plan Year in which a Non-Key Employee is a Member in both this
         Plan and a defined benefit pension plan, and both such plans are Top
         Heavy Plans, the Employer shall not be required to provide a Non-Key
         Employee with both the full separate minimum defined benefit plan
         benefit and the full separate defined contribution plan allocations.
         Therefore, for Non-Key Employees who are participating in a defined
         benefit plan maintained by the Employer and the minimum benefits under
         Section 416(c)(2) of the Code are accruing to a Non-Key Employee under
         such Plan, the minimum allocations provided for above shall not be
         applicable, and no minimum contribution shall be made to the Plan on
         behalf of the Non-Key Employee. Alternatively, the Employer may
         satisfy the minimum benefit requirement of Section 416(c)(1)(E) of the
         Code for the Non-Key Employee by providing any combination of benefits
         and/or contributions that satisfy the safe harbor rules contained in
         Treasury Regulation Section 1.416-1(M-12).

                 (f)      Accounting.  The Administrative Committee may
         establish a second Account for each Member to which allocations are
         credited for Plan Years in which the Plan is a Top Heavy Plan or a
         Super Top Heavy Plan.  Such separate Accounts shall be credited with
         income allocations and earning adjustments pursuant to Article IV,
         Section 4.5 and 4.6.  Contributions to each Member's top heavy Account
         shall be invested pursuant to such Member's instruction regarding the
         investment of his Deferral Contributions, Employer Matching
         Contributions (if any), Employer Contributions (if any) and his
         non-top heavy Account.

                                  ARTICLE XI.

                             Other Qualified Plans

         11.1    Transfers from Other Qualified Plans.  The Administrative
Committee may give its consent to the transfer of assets to this Plan and Trust
from any other corporate qualified plan meeting the requirements of Section
401(a) of the Code, except that no such transfer shall be permitted if such
assets are subject to the joint and survivor annuity requirements of Section
401(a)(11) of the Code.





                                      -74-
<PAGE>   82
         11.2    Transfers to Other Qualified Plans. The Administrative
Committee may, upon written request of a Member otherwise entitled to receive a
distribution of benefits under Article IX, direct the Trustee to transfer the
vested amount of such Member's Account hereunder to another qualified plan
meeting the requirements of Section 401(a) of the Code which is maintained by
the Signatory Company or a successor employer of the Member and which makes
provision for receiving such transferred assets.  The assets so transferred
shall be accompanied by written instructions from the Administrative Committee
identifying this Plan, the other plan, the name of the Member, his one hundred
percent (100%) vested interest, the actual Employer Contributions and Employer
Contributions of the Signatory Company and the current value of the assets
attributable thereto. Prior to the transfer of any assets, the Trustee must be
satisfied that the holding of such assets is permitted in the transferee trust.
Upon receipt of such written instructions, the Trustee shall effect the
transfer of the Member's Account. Such transferred assets shall be credited to
such Member's Account in the transferee plan and trust as a fully vested
portion thereof.

                                  ARTICLE XII.

                            Administrative Committee

         12.1    Appointment, Resignation and Removal.  The Board of Directors
of the Corporation shall appoint an Administrative Committee of one or more
persons, the members of which shall serve until resignation, death or removal.
Any member of the Administrative Committee may resign at any time by mailing or
delivering written notice of such resignation to the Board of





                                      -75-
<PAGE>   83
Directors of the Corporation thirty (30) days before the effective date of such
resignation.  Such notice may be waived by written consent of the Corporation.
Any member of the Administrative Committee may be removed by the Board of
Directors of the Corporation with or without cause.  Vacancies in the
Administrative Committee arising by resignation, death, removal or otherwise
shall be filled by such persons as may be appointed by the Board of Directors
of the Corporation.  Each member of the Administrative Committee shall, before
entering upon the performance of his duties, qualify by signing a consent to
serve as a member of the Administrative Committee under and pursuant to this
Plan and by filing such consent with the Corporation.

         12.2    Rights, Powers and Authority.  The Administrative Committee
shall have general supervision of the administration of the Plan and Trust
according to the terms and provisions of this Amendment and Restatement and
shall have all powers necessary to accomplish such purposes, including, but not
limited to, the right, power, discretion and authority:

                 (a)      To make rules and regulations for the administration
         of the Plan and Trust which are not inconsistent with the terms and
         provisions hereof; provided, that such rules and regulations are
         evidenced in writing and copies thereof are delivered to the Trustee
         and to each Signatory Company;

                 (b)      To construe in its sole and absolute discretion in a
         manner that is not arbitrary or capricious all terms, provisions,
         conditions and limitations of the Plan and Trust; and its construction
         thereof, made in good faith and without discrimination in favor of or
         against any Member, shall be final and conclusive on all parties at
         interest;

                 (c)      To correct any defect or supply any omission or
         reconcile any inconsistency which may appear in the Plan





                                      -76-
<PAGE>   84
         and Trust, in such manner and to such extent as it shall deem
         expedient to carry the Plan and Trust into effect for the greatest
         benefit of all parties in interest, and its judgment of such
         expediency shall be final and conclusive on all parties at interest;

                 (d)      To select, employ and compensate from time to time
         such consultants, actuaries, accountants, attorneys and other agents
         and employees as the Administrative Committee may deem necessary or
         advisable for the proper and efficient administration of the Plan or
         Trust; and any agent or employee so selected by the Administrative
         Committee may be a person or firm then, theretofore, or thereafter
         serving any Signatory Company in any capacity;

                 (e)      To determine in its sole and absolute discretion in a
         manner that is not arbitrary or capricious all questions relating to
         the eligibility of Employees to become Members, and to determine the
         Years of Service and the amount of Considered Compensation upon which
         the benefits of each Member shall be calculated;

                 (f)      To determine all questions in its sole and absolute
         discretion in a manner that is not arbitrary or capricious relating to
         the administration of the Plan and Trust; including, but not limited
         to, differences of opinion which may arise between a Signatory
         Company, the Trustee, a Member or any of them; and, whenever it is
         deemed advisable, to determine such questions in order to promote the
         uniform and nondiscriminatory administration of the Plan and Trust for
         the benefit of all parties at interest; and

                 (g)      To direct and instruct the Trustee in all matters
         relating to the payment of Plan benefits.

         12.3    Administration.  Whenever, in the administration of the Plan,
any action is taken by the Administrative Committee, such action shall be
uniform in nature as applied to all persons similarly situated and no such
action shall be taken which will discriminate in favor of Members who are
officers, shareholders, partners or highly compensated.  The Administrative
Committee shall keep records containing all relevant data pertaining to
individual Members and their rights under the Plan and is charged with the duty
of seeing that Member receives the benefits to which he is





                                      -77-
<PAGE>   85
entitled. Any Employee may consult with the Administrative Committee on any
matter or matters relating to the Plan.  The Administrative Committee shall
supply each Member with a designation of beneficiary form which may be
completed and signed by the Member pursuant to Article VI, Section 6.2 and
filed with the Administrative Committee, and with any other forms it shall
require in connection with the administration of the Plan.

         12.4    Annual Audit of Plan.  Unless otherwise relieved of the
responsibility to file audited financial statements with the Department of
Labor, if the Plan has one hundred (100) or more Members, it shall be the duty
and responsibility of the Administrative Committee to engage, on behalf of all
Members, an independent Certified Public Accountant who shall conduct an annual
examination of any financial statements of the Plan and Trust and of other
books and records of the Plan and Trust as the Certified Public Accountant may
deem necessary to enable him to form and provide a written opinion as to
whether the financial statements and related schedules required to be filed
with the Department of Labor or furnished to each Member are presented fairly
and in conformity with generally accepted accounting principles applied on a
basis consistent with that of the preceding Plan Year.  Such examination shall
be conducted in accordance with generally accepted auditing standards and shall
involve such tests of the books and records of the Plan and Trust as the
Certified Public Accountant considers necessary.  However, if the statements
required to be submitted as part of the reports to the Department of Labor are
prepared by a bank or similar institution or insurance





                                      -78-
<PAGE>   86
carrier regulated and supervised and subject to periodic examination by a state
or federal agency and if such statements are certified by the preparer as
accurate and if such statements are, in fact, made a part of the annual report
to the Department of Labor, then the examination required by the foregoing
provisions of this section shall be optional with the Administrative Committee.

         12.5    Chairman and Secretary.  The Administrative Committee shall
select a Chairman from among its members who shall preside at all meetings of
the Administrative Committee and who shall be authorized to execute all
documents in the name of the Administrative Committee.  In addition, it shall
select a Secretary who may or may not be a member of the Administrative
Committee and who shall keep the minutes of the Administrative Committee's
proceedings and all records, documents and data pertaining to the
Administrative Committee's supervision of the administration of the Plan and
Trust.

         12.6    Quorum and Voting Majority.  A majority of the members of the
Administrative Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members present and voting at any
meeting shall decide any question brought before such meeting.  The
Administrative Committee may decide any question by the vote, taken without a
meeting, of a majority of its members.

         12.7    Limitation on Voting.  A member of the Administrative
Committee who is also a Member hereunder shall not vote or act upon any matter
relating solely to himself.





                                      -79-
<PAGE>   87
         12.8    Delegation of Rights.  Powers and Duties. The Chairman or the
Secretary of the Administrative Committee may execute any certificate or other
written evidence of the action of the Administrative Committee. The
Administrative Committee may delegate any of its rights, powers, and duties to
any one or more of its member, including the power to execute any document on
behalf of the Administrative Committee, in which event the Administrative
Committee shall notify the Trustee, in writing, of such action and the name or
names of its members so designated.  The Trustee thereafter shall accept and
may rely upon any document executed by such member or members as representing
action by the Administrative Committee until the Administrative Committee shall
file with the Trustee a written revocation of such designation.

         12.9    Liability.  Except to the extent that such liability is
created by Section 405 of the Act, no member of the Administrative Committee
shall be liable for any act or omission of any other member of the
Administrative Committee, nor for any act or omission on his own part, except
for his own gross negligence or willful misconduct, nor for the exercise of any
power or discretion in the performance of any duty assumed by him hereunder.

         12.10   Compensation and Expense.  The members of the Administrative
Committee shall serve without compensation for their services, but all expenses
of the Administrative Committee, including premiums for bonds for each member
thereof as required by Section 12.11 hereof, shall be paid by each Signatory
Company in the proportion that the total amount in the Accounts of





                                      -80-
<PAGE>   88
the Members of such Signatory Company bears to the total amount in the Accounts
of the Members of all Signatory Companies; provided, however, that at the
election of all of the Signatory Companies, such expenses (except the premiums
for the required bonds under Section 12.11) may be paid from the Trust Fund.

         12.11  Bonds.  Each and every member of the Administrative Committee
shall be required to give bond for the faithful performance of his duties, the
amount of which shall be fixed at the beginning of each Plan Year.  The amount
of each bond shall be determined annually by the Board of Directors of the
Corporation but shall not be less than ten percent (10%) of the amount of funds
handled.  Unless otherwise required by the Secretary of Labor, however, no bond
shall be less than one thousand dollars ($1,000) nor more than five hundred
thousand dollars ($500,000).  For purposes of fixing the amount of the bond,
the amount of funds handled shall be determined by the funds handled by the
Administrative Committee during the preceding Plan Year, or, if the Plan had no
preceding Plan Year, the amount of funds to be handled during the current Plan
Year by the Administrative Committee.  The bond shall provide protection to the
Plan against loss by reason of acts of fraud or dishonesty on the part of the
members of the Administrative Committee, directly or through connivance with
others.

         12.12  Indemnity.  The Signatory Companies shall indemnify and save
the members of the Administrative Committee, and each of them, harmless from
any and all claims, losses, damages, expenses (including counsel fees approved
by the Administrative Committee) and liabilities (including any amounts paid in
settlement with the





                                      -81-
<PAGE>   89
Administrative Committee's approval) or other effects and consequences arising
from any act, omission or conduct in their official capacity, except when the
same is judicially determined to be due to the gross negligence or willful
misconduct of such member. Any amounts paid or owing under this Section 12.12
shall be considered as an expense of the Administrative Committee to be paid by
the respective Signatory Companies as provided in Section 12.10 hereof. It is
expressly provided, however, that any excise tax assessed against any member or
members of the Administrative Committee pursuant to the provisions of Section
4975 of the Code shall not, for the purposes of this Plan and Trust, be
considered an expense of the Administrative Committee to be paid by the
Signatory Companies as hereinabove provided.

         12.13   Reporting and Disclosure.  The Administrative Committee shall
file or cause to be filed with the appropriate office of the Internal Revenue
Service and the Department of Labor all reports, returns, notices and other
information required under the Act or Code, including, but not limited to, the
plan description, summary plan description, annual reports and amendments
thereto, requests for determination letters, annual reports and registration
statements required by Section 6057(a) of the Code, returns and reports
required by Section 6047(c) of the Code, and shall provide the Members and
their Beneficiaries with such information as may be required by the Act or
Code. Nothing contained in this Plan shall give any Member or Beneficiary the
right to examine any data or records reflecting the compensation paid to any
other Member or Beneficiary.





                                      -82-
<PAGE>   90
         12.14   Statement to Members.  Within one hundred twenty (120) days
after the end of each Entry Date, the Administrative Committee shall transmit
to each Member or Beneficiary a written statement showing, as of such calendar
quarter:

                 (a) The balance in his Account as of the last day of the
         preceding calendar quarter;

                 (b) The amount of Deferral Contributions, and Employer
         Matching Contributions (if any) and Employer Contributions (if any)
         allocated to his Account for such calendar quarter;

                 (c) The adjustment of his Account to reflect his share of the
         income, valuation adjustments and expenses of the Trust for such
         calendar quarter;

                 (d) The new balance in his Account; and

                 (e) Such other information as may be required under the Code
         and regulations thereunder.

         12.15   Signatory Company to Supply Information.  To enable the
Administrative Committee to perform its functions, the Signatory Company shall
supply full and timely information to the Administrative Committee on all
matters relating to the compensation of all Members, their Hours of Service,
their Years of Service, their retirement, death, disability, or termination of
employment and such other pertinent facts as the Administrative Committee may
require; and the Administrative Committee shall advise the Trustee of such of
the foregoing facts as may be pertinent to the Trustee's duties under the Plan.
The Administrative Committee may rely upon such information as is supplied by
the Signatory Company and shall have no duty or responsibility to verify such
information.





                                      -83-
<PAGE>   91
                                 ARTICLE XIII.

                                    Trustee

         13.1    Acceptance and Holding of Funds.  The Trustee shall retain,
manage, administer and hold the Trust Fund in accordance with the terms of this
Plan.  The Trustee shall receive any securities or other property that are
tendered to the Trustee and that the Trustee deems acceptable.  The Trustee
shall have no duty to compel any Employer Matching Contribution or Employer
Contribution to the Trust Fund by a Signatory Company.

         13.2    Responsibility for Actions.  The Trustee shall not be
responsible for any acts or omissions of the Administrative Committee and may
assume that the Administrative Committee is discharging its duties under this
Plan until and unless it is notified to the contrary, in writing, by any person
known to be a Member of the Plan or by a Signatory Company.  If the Trustee
receives such notice, the Trustee may exercise its own discretion and may apply
to a court of competent jurisdiction for guidance with respect to the
disposition of the Trust Fund or any other matter.  Any powers granted to the
Trustee that are to be exercised according to the direction of the
Administrative Committee shall be exercised by the Trustee exactly as directed
by the Administrative Committee in a written instrument signed by the person or
persons authorized to sign for the Administrative Committee and delivered to
the Trustee.  The Trustee shall have absolutely no liability for any loss or
breach of trust of any kind which may result from any action or failure of
action due to its compliance with written direction from the Administrative
Committee (whether or not such action is to be





                                      -84-
<PAGE>   92
taken solely at the direction of the Administrative Committee) or for a failure
on the part of the Administrative Committee to give a written direction
properly or within a required period of time.  The Trustee may accept as true
all paper, certificates, statements and representations of fact that are
presented to it without investigation or verification if the Trustee believes;
them to be genuine, to have been signed by the Administrative Committee and to
be the act of the Administrative Committee, and may rely solely on the written
advice of the Administrative Committee on any question of fact.  If at any time
the Administrative Committee shall fail to give directions or instructions to
the Trustee or to express its consent and approval to proposed action within a
reasonable time after consent and approval is requested by the Trustee, the
Trustee, although being under no obligation to do so, may act (and shall be
protected in so acting) without such directions, instructions, consent or
approval and may exercise its own discretion and judgment as seems appropriate
and advisable under the circumstances in order to effectuate the purposes of
this Plan.

         13.3    Resolutions of Board of Directors. The Trustee shall be fully
protected in relying upon a resolution of the Board of Directors of the
Corporation, duly certified by the Corporation's secretary or assistant
secretary, as to the membership of the Administrative Committee until a
subsequent resolution is filed with the Trustee by the Board of Directors.

         13.4    Judicial Protection.  The Trustee may seek judicial protection
for any action or proceeding it deems necessary to settle the accounts of the
Trustee; a judicial determination or a





                                      -85-
<PAGE>   93
declaratory judgment as to a question of construction of the Plan or Trust; or
judicial instruction as; to action under this Plan or Trust.  The Trustee need
join only the Administrative Committee and the Signatory Company as parties
defendant although the Trustee may join other parties. The district court of
Harris County, Texas, shall have jurisdiction and venue in all such matters.

         13.5    Dealings with Third Parties.  No person dealing with the
Trustee shall be required to verify the application by the Trustee for Trust
purposes of any money paid or other property delivered to the Trustee.  All
persons dealing with the Trustee shall be entitled to rely upon the
representations of the Trustee as to its authority and are released from any
duty of inquiry with respect thereto.  Any action of the Trustee hereunder
shall be conclusively evidenced for all purposes of this Agreement by a
certificate duly signed by the Trustee, and such certificate shall be
conclusive evidence of the facts recited therein and shall fully protect all
persons relying upon the truth thereof.  Any person dealing with the Trustee in
good faith shall not be required to inquire whether the Administrative
Committee has instructed the Trustee or whether the Trustee is otherwise
authorized to take or omit any action. Any such person shall be fully protected
in acting upon any notice, resolution, instruction, direction, order,
certificate, opinion, letter, telegram or other document believed by such
person to be genuine, to have been signed by the Trustee and to be the act of
the Trustee.

         13.6    Annual Accounting by Trustee.  Within forty-five (45) days
after the end of each Plan Year, the Trustee shall render to





                                      -86-
<PAGE>   94
the Administrative Committee and to each Signatory Company a written accounting
of its administration of the Trust Fund showing all receipts and disbursements
during the preceding Plan Year and the market value of the assets of the Trust
Fund as of the end of such Plan Year.  The written approval of any accounting
by the Administrative Committee as to all matters and transactions stated or
shown therein relating to the Trust shall be final and binding upon the
Administrative Committee, each Signatory Company and upon all persons who shall
then be or shall thereafter become interested in such Trust and the Trustee
shall be released and discharged as to all items, matters and things set forth
in such accounting as if such accounting had been settled by decree of a court
of competent jurisdiction.  The failure of the Administrative Committee to
notify the Trustee of its disapproval of such accounting within ninety (90)
days after receipt of any such accounting shall be equivalent to written
approval.  The Trustee shall have, nevertheless, the right to have its accounts
settled by judicial proceeding.  The records of the Trustee as to the Trust
Fund may be inspected by the Administrative Committee or Signatory Company
during normal business hours of the Trustee.

         13.7    Preparation of Statement to Members.  The Trustee shall
provide any assistance and information requested by the Administrative
Committee in conjunction with the preparation of the statements to Members in
accordance with Section 12.14.

         13.8    Resignation of Trustee.  The Trustee may resign at any time by
giving thirty (30) days' written notice to the Corporation. Such notice may be
waived by written consent of the Corporation.





                                      -87-
<PAGE>   95
Upon such resignation, the Trustee shall within a reasonable time render to the
Administrative Committee and to each Signatory Company a written account of its
administration of the Trust for the period following that which was covered by
the last annual accounting, through the effective date of resignation.

         13.9    Removal of Trustee.  The Corporation may remove any Trustee at
any time by giving thirty (30) days' written notice. Such notice may be waived
by written consent of the Trustee being removed. In the event of removal, the
Trustee shall be under the same duty to settle its accounts as provided in
Section 13.6 above.

         13.10   Appointment of Successor Trustee.  The resignation or removal
of a Trustee shall not terminate the Trust.  In the event of a vacancy in the
position of Trustee at any time, the Corporation shall designate and appoint a
successor Trustee.  Any successor Trustee, upon executing an acknowledged
acceptance of the trusteeship and upon settlement of the accounts and discharge
of the retiring Trustee, shall be vested, without further act on the part of
anyone, with all the estates, titles, rights, powers, duties and discretions
granted to the retiring Trustee.  The retiring Trustee shall execute and
deliver such assignments or other instruments as may be deemed advisable by the
successor Trustee.

         13.11   Trustee's Compensation and Expenses.  The Trustee may receive
such reasonable compensation as may be agreed upon from time to time; provided,
however, that no person serving as Trustee who receives full-time compensation
from a Signatory Company or group of Signatory Companies shall receive
compensation from the





                                      -88-
<PAGE>   96
Trust Fund except for reimbursement of expenses properly and actually paid.
All brokerage costs, transfer taxes and expenses incurred in connection with
the investment and reinvestment of the Trust Fund, all income taxes or other
taxes of any kind whatsoever which may be levied or assessed under existing or
future laws upon or with respect to the Trust Fund, and any interest which may
be payable on money borrowed by the Trustee for the purposes of the Trust,
shall be paid from the Trust Fund, and, until paid, shall constitute a charge
upon the Trust Fund.  All other administrative expenses incurred by the Trustee
in the performance of its duties, including fees for legal, appraisal and
accounting services rendered to the Trustee, such compensation to the Trustee
as may be agreed upon in writing from time to time between the Corporation and
the Trustee, all premiums for bonds required under Section 13.12 hereof and all
other proper charges and disbursements of the Trustee, shall be paid by each
Signatory Company in the proportion that the total amount in the Accounts Of
the Members of such Signatory Company bears to the total amount in the Accounts
of the Members of all Signatory Companies; provided, however, that at the
election of all of the Signatory Companies, such expenses (except premiums for
required bonds under Section 13.12 hereof) may be paid from the Trust Fund.  It
is expressly provided, however, that any excise tax assessed against any
Trustee pursuant to the provisions of Section 4975 of the Code shall not, for
the purposes of this Plan and Trust, be considered an expense of the Trust to
be paid by the Signatory Companies as hereinabove provided.





                                      -89-
<PAGE>   97
         13.12   Bonds.  Unless otherwise specifically exempted by federal
statute or regulations promulgated thereunder, each and every Trustee shall be
required to give bond for the faithful performance of its duties, the amount of
which shall be fixed at the beginning of each Plan Year.  The amount of each
bond shall be determined annually by the Board of Directors of the Corporation
but shall not be less than ten percent (10%) of the amount of funds handled.
Unless otherwise required by the Secretary of Labor, however, no bond shall be
less than one thousand dollars ($1,000) nor more than five hundred thousand
dollars ($500,000).  For purposes of fixing the amount of the bond, the amount
of funds handled by the Trustee shall be determined by the funds handled by the
Trustee during the preceding Plan Year, or, if the Plan had no preceding Plan
Year, the amount of funds to be handled during the current Plan Year by the
Trustee.  The bond shall provide protection to the Plan against loss by reason
of acts of fraud or dishonesty on the part of the Trustee, directly or through
connivance with others.  However, this Section 13.12 shall not apply as to any
Trustee who is also a member of the Administrative Committee and has given bond
as required by Article XI, Section 12.11 hereof.

         13.13   Indemnity.  The Signatory Companies shall indemnify and save
the Trustee harmless from any and all claims, losses, damages, expenses
(including counsel fees approved by the Trustee) and liabilities (including any
amounts paid in settlement with the Trustee's approval) or other effects and
consequences arising from any act, omission or conduct in its official
capacity, except when the same is judicially determined to be due to the gross
negligence





                                      -90-
<PAGE>   98
or willful misconduct of the Trustee. Any amounts paid or owing under this
Section 13.13 shall be considered as an expense of the Trustee to be paid by
the respective Signatory Companies as provided in Section 13.11 hereof. It is
expressly provided, however, that any excise tax assessed against the Trustee
pursuant to the provisions of Section 4975 of the Code shall not, for the
purposes of this Plan and Trust, be considered an expense of the Trustee to be
paid by the Signatory Companies as hereinabove provided.

         13.14   Appointment of Investment Manager.  The Corporation, upon
notice to the Trustee, may appoint an investment manager or managers over any
portion or portions of the Trust Fund.  Such investment manager shall be a
fiduciary who is (a) registered as an investment adviser under the Investment
Advisers Act of 1940, (b) a bank, as defined in that act, or (c) an insurance
company qualified to perform these types of services under the laws of more
than one state. Such investment manager shall acknowledge in writing its
appointment as a fiduciary under this Plan.  The investment manager shall,
except to the extent limited in its written agreement with the Corporation,
have all the powers and duties over the portion of the Trust Fund designated as
under its control, as the powers and duties of a Trustee under this Plan
including those set forth in Article XIV of this Plan.  In accordance with
Section 405(d)(1) of the Act, the Trustee shall not be liable for any acts or
omissions of the investment manager or be under an obligation to invest or
otherwise manage any assets of the





                                      -91-
<PAGE>   99
Plan, which are subject to the management of such investment manager.

                                  ARTICLE XIV.

                          Investment Powers of Trustee

         14.1    Standards: Prudent Man Rule.  The Trustee shall, in
discharging its duties, act solely in the interest of the Members and
Beneficiaries of the Plan.  It must act exclusively for the purpose of
providing benefits to Members and Beneficiaries and for defraying the
reasonable expenses of the Plan.  The Trustee shall carry out its duties with
the same care, skill, prudence and diligence that a prudent man acting in a
like capacity would use under conditions prevailing at that time.

         14.2    Powers of Trustee.  The Trustee shall have the following
authority, rights, privileges and powers in addition to the authority, rights,
privileges and powers elsewhere vested in the Trustee and those now or
hereafter conferred by law, subject to any limitations stated in this Plan:

                 (a)      To hold, manage, control, collect, use (including the
         power to hold any property unproductive of income) and dispose of the
         Trust Fund in accordance with the terms of this instrument as if it
         were the fee simple owner of such Trust Fund; and

                 (b)      To keep any or all securities or other property in
         the name of some other person, partnership or corporation with a power
         of attorney for transfer attached, or in its name without disclosing
         its fiduciary capacity; and

                 (c)      To invest and reinvest the Trust Assets, as
         instructed pursuant to Section 14.4; and

                 (d)      To vote, either in person or by proxy, with or
         without power of substitution, any stocks, bonds or other securities
         held by it; to exercise any options appurtenant to any stocks, bonds
         or other securities for the conversion thereof into other stocks,
         bonds or securities; to exercise





                                      -92-
<PAGE>   100
         any rights to subscribe for additional stocks, bonds or other
         securities and to make any and all necessary payments thereof; and

                 (e)      To collect the principal and income of the Trust as
         the same may become due and payable and to give binding receipt
         therefor; and

                 (f)      To institute, join in, maintain, defend, compromise,
         submit to arbitration or settle any litigation, claim, obligation or
         controversy in favor of or against the Trust Fund, all in the name of
         the Trustee and without the joinder of any Member; and

                 (g)     From time to time transfer to a common or pooled trust
         fund maintained by any corporate Trustee hereunder or any affiliate of
         such trustee, all or such part of the Trust Fund as the Trustee may
         deem advisable and such part or all of the Trust Fund so transferred
         shall be subject to all the terms and provisions of the common or
         pooled trust fund which contemplate the commingling for investment
         purposes of such trust assets with trust assets of other employees'
         profit sharing and pension plans established by other public
         institutions and organizations.  The Trustee may, from time to time,
         withdraw from such common or pooled trust fund all or such part of the
         Trust Fund as the Trustee may deem advisable; and

                 (h)      To partition any property or interest held as part of
         the Trust Fund and to pay or receive such money or property necessary
         or advisable to equalize differences; to make any distribution from
         the Trust Fund in cash or in kind, or both (including an undivided
         interest in any property) or in any other manner (including composing
         shares differently) and to value any property belonging to the Trust
         Fund, which valuation at all times shall be binding upon the Signatory
         Company and all Members; and

                 (i)      To loan or borrow money in any manner (including
         joint and several obligations) with or with out security, upon such
         terms as the Trustee may deem advisable regardless of the duration of
         the Trust created by this instrument and to mortgage (including the
         making of purchase money mortgages), pledge or in any other manner
         encumber all or any part of the Trust Fund as the Trustee may deem
         advisable. However, this Section shall not apply to purchases of
         Qualifying Employer Securities or Employer Stock; and

                 (j)      To select, employ and compensate such lawyers,
         brokers, banks, investment counsel or other agents or employees and to
         delegate to them such of the duties, rights and powers of the Trustee
         (including the power to vote shares





                                      -93-
<PAGE>   101
         of stock) as the Trustee deems advisable in administering the Trust
         Fund; and

                 (k)      To appoint any person or corporation in any state of
         the United States to act as ancillary Trustee with respect to any
         portion of the Trust Fund. Any ancillary Trustee shall have such
         rights, powers, duties and discretions as are delegated to it by the
         Trustee but shall exercise the same, subject to such limitations or
         further directions of the Trustee as shall be specified in the
         instrument evidencing its appointment. Any ancillary Trustee shall be
         account able solely to the Trustee and shall be entitled to reasonable
         compensation; and

                 (l)      To exercise all the rights, powers, options and
         privileges now or hereafter granted to trustees under the Texas Trust
         Code, except such as conflict with the terms of this instrument. So
         far as possible, no subsequent legislation or regulation shall limit
         the rights, powers or privileges granted in this Plan or in the Texas
         Trust Code, as it now exists. The Trustee shall have, hold, manage,
         control, use, invest and reinvest, disburse and dispose of the Trust
         Fund as if the Trustee were the owner thereof in fee simple instead of
         in trust, subject only to such limitations as are contained herein or
         such of the laws of the State of Texas as cannot be waived. The
         instrument shall always be construed in favor of the validity of any
         act or omission of the Trustee; and

                 (m)      To make a loan or loans to Members under such terms
         and conditions as provided in Article XV hereof; and

                 (n)      To deposit the assets of the Trust with itself or its
         successors as a bank and/or its bank holding affiliate.
         Notwithstanding any other provision of the Plan, the Trustee may cause
         all or any part of the monies or other assets of the Trust, without
         limitation as to amounts, to be commingled with the monies and assets
         of similar trusts created by others by causing such monies and assets
         to be invested as a part of any one or more of the trust funds created
         by the Trustee, and monies or other assets of this Trust 80 added to
         any of such trust funds at any time shall be subject to all of the
         provisions of the governing instruments of any said trust funds.

         14.3   Prohibited Transactions.  Except as elsewhere permitted in the
Act:

                 (a)      The Trustee shall not cause the Plan to engage in a
         transaction if it knows, or should know, that such transaction
         constitutes a direct or indirect:





                                      -94-
<PAGE>   102
                          (1)     Sale, exchange or leasing of any property
                 between the Plan and a party in interest;

                          (2)     Lending of money or other extension of credit
                 between the Plan and a party in interest, except for exempt
                 and authorized transactions;

                          (3)     Furnishing of goods, services or facilities
                 between the Plan and a party in interest;

                          (4)     Transfer to, or use by or for the benefit of,
                 a party in interest of any assets of the Plan; or

                          (5)     Acquisition on behalf of the Plan of any
                 Employer Security or Employer Real Property in violation of
                 Section 407(a) of said Act.

                 (b)      The Trustee who has authority or discretion to
         control or manage the assets of a Plan shall not permit the Plan to
         hold any Employer Security or Employer Real Property if it knows, or
         should know, that holding such security or real property violates
         Section 407(a) of said Act.

                 (c)      The Trustee shall not:

                          (1)     Deal with the assets of the Plan in its own
                 interest or for its own account;

                          (2)     In his individual capacity or any other
                 capacity act in any transaction involving the Plan on behalf
                 of a party (or represent a party) whose interests are adverse
                 to the interests of the Plan or the interests of its Members
                 or Beneficiaries; or

                          (3)     Receive any consideration for its own
                 personal account from any party dealing with the Plan in
                 connection with a transaction involving the assets of the
                 Plan.

                 (d)      A transfer of real or personal property by a party in
         interest to the Plan shall be treated as a sale or exchange if the
         property is subject to a mortgage or similar lien which the Plan
         assumes or if it is subject to a mortgage or similar lien which a
         party in interest placed on the property within the ten-year period
         ending on the date of the transfer.





                                      -95-
<PAGE>   103
                 (e)      Except as otherwise permitted in the Act:

                          (1)     The Plan shall not acquire or hold:

                                  (A) Any Employer Security which is not a
                          Qualifying Employer Security, or

                                  (B) Any Employer Real Property or Qualifying
                          Employer Real Property.

                 (f)      For purposes of determining the time at which a Plan
         acquires Employer Real Property for purposes of this section, such
         property shall be deemed to be acquired by the Plan on the date on
         which the Plan acquires the property or on the date on which the lease
         to the Signatory Company (or Affiliated Company) is entered into,
         whichever is later.

                 (g)      The Trustee shall not acquire any collectibles. For
         purposes for this subsection, "collectibles" means any work of art,
         any rug or antique, any metal or gem, any stamp or coin, any alcoholic
         beverage, or any other tangible personal property specified by the
         Secretary of Labor or Secretary of the Treasury.

         14.4    Investment of Contributions.  Each Member shall have the right
to elect, in writing on a form provided by the Administrative Committee, to
have the Deferral Contributions, Employer Matching Contributions and Employer
Contributions which are allocated to his Account invested in such classes of
investments as are selected by the Administrative Committee and offered for
Members' investment on a uniform, nondiscriminatory basis including the
following investments:

                 Fund A - Fixed Income.  Invested predominantly in fixed income
         investments, including but not limited to bonds, preferred stocks,
         debentures, insurance contracts, and notes secured by real estate
         mortgages.

                 Fund B - Equity.  Invested predominantly in equity
         investments, including but not limited to common stocks, preferred
         stocks and convertible debt securities.





                                      -96-
<PAGE>   104
                 Fund C - Time Deposit/Money Market Account. Invested
         predominantly in time deposits and money market funds, including
         savings accounts and certificates of a financial organization
         (including such accounts with the Trustee or its affiliates which bear
         a reasonable rate of interest), United States Treasury Bills, bankers
         acceptances, commercial paper and notes (including variable amount
         notes maintained by the Trustee).

                 Fund D - General Balanced Portfolio.  Invested as a general
         balanced portfolio in all forms of investments, including (without
         limitation) equities or fixed income securities, time deposits or
         money market funds, in any combination and in any amount, all in the
         sole discretion of the Trustee.

The Administrative Committee shall then instruct the Trustee to invest the
Deferral Contributions and Employer Matching Contributions in the manner and
proportions instructed by the Member. The Member may elect any combination of
investments in these Funds in increments of twenty-five percent (25%).

         A Member may elect to change the investment of his present Account
and/or the investment of future contributions to be made on his behalf. In the
event that the Member wants to change his investment election, he must notify
the Administrative Committee of such change in writing. Investment election
changes must be in increments of twenty-five percent (25%) and shall be
effective on the Entry Date coincident with or next following fifteen (15) days
after the election change is received by the Administrative Committee.

                                  ARTICLE XV.

                                Loans to Members

         15.1    No Plan Loans.  Loans to Members are not authorized under this
Plan.





                                      -97-
<PAGE>   105
                                  ARTICLE XVI.

                           Amendment and Termination

         16.1    Amendment - General.  The Corporation shall have the sole
right to amend this Plan.  In the event of any such amendment, each other
Signatory Company shall be deemed to have consented to the amendment unless it
notifies the Corporation, in writing, that it refuses to ratify the amendment.
In the event that a Signatory Company refuses to ratify to any such amendment,
such refusal to ratify shall constitute a withdrawal from this Plan by such
Signatory Company. Upon the delivery by the Corporation to the Trustee of a
certified copy of the resolution authorizing an amendment to this Plan, this
Plan shall be deemed to have been so amended and all Members and other persons
claiming any interest hereunder shall be bound thereby; provided, that no
amendment:

                 (a)      Shall have the effect of vesting in any Signatory
         Company any interest in any property held subject to the terms of the
         Trust; or

                 (b)      Shall cause or permit any property held subject to
         the terms of the Trust to be diverted to purposes other than the
         exclusive benefit of the present or future Members and Beneficiaries;
         or

                 (c)      Shall substantially increase the duties or
         liabilities of the Trustee without its written consent; or

                 (d)      Shall (except as permitted by law) reduce benefits of
         a Member.

         For purposes of this paragraph, a plan amendment which has the effect
of (1) eliminating or reducing an early retirement benefit or a retirement-type
subsidy, or (2) eliminating an optional form of benefit, with respect to
benefits attributable to service before the amendment, shall be treated as
reducing benefits. In the case





                                      -98-
<PAGE>   106
of a retirement-type subsidy, the preceding sentence shall apply only with
respect to a Member who satisfies (either before or after the amendment) the
preamendment conditions for the subsidy. In general, a retirement-type subsidy
is a subsidy that continues after retirement, but does not include a qualified
disability benefit, a medical benefit, a social security supplement, a death
benefit (including life insurance), or a plant shutdown benefit (that does not
continue after retirement age). Furthermore, no amendment to the plan shall
have the effect of decreasing a Member's vested Account balance determined
without regard to such amendment as of the later of the date such amendment is
adopted, or becomes effective.

         16.2    Amendments Necessary to Comply with Intentions of Signatory
Companies.  It is the intention of each Signatory Company that its Employer
Matching Contributions and Employer Contributions to this Plan be deductible
under the applicable provisions of the Code, that such Employer Matching
Contributions and Employer Contributions not be subject to withholding under
the Code or the Federal Insurance Contributions Act; and that such Employer
Matching Contributions and Employer Contributions not be subject to the Fair
Labor Standards Act of 1938, as amended, as part of the "regular rate".  The
Corporation shall make such amendments to this Plan as may be necessary to
carry out these intentions. All amendments to this Plan which may be required
for the purpose of realizing the intentions above stated may be made
retroactively.

         16.3    Termination with Respect to Signatory Company Without
Establishment of a Successor Plan.  A termination of this Plan by





                                      -99-
<PAGE>   107
any Signatory Company, as provided below in this Section 16.3, without
establishment of a successor plan, shall constitute a termination only with
respect to such Signatory Company and such termination shall not constitute a
termination of this Plan with respect to any other Signatory Company. This Plan
shall terminate as to a Signatory Company upon the happening of any of the
following events:

                 (a)      The approval of the Administrative Committee of a
         written request by such Signatory Company to terminate the Plan,
         effective as of the last day of the Plan Year in which such consent is
         issued;

                 (b)      Adjudication of the Signatory Company as a "debtor"
         under the Bankruptcy Act of 1978 or general assignment by the
         Signatory Company to or for the benefit of creditors or dissolution of
         the Signatory Company; and/or

                 (c)      Twenty-one (21) years following the death of the last
         surviving original Member living at the time this Plan was adopted by
         the Signatory Company; provided, however, that this Section 16.3(c)
         shall be effective only in the event that the Rule Against
         Perpetuities is applicable to the Trust established under this Plan.

Upon termination of this Plan by any Signatory Company without establishment of
a successor plan, the Administrative Committee and the Trust will continue
until the Plan benefit of each Member has been distributed.  Plan benefits
shall be computed and, if necessary, the Trust Fund shall be partially or
totally converted to a liquid posture to permit an efficient and equitable
distribution.  The Signatory Company will give written notice to the District
Director of the Internal Revenue Service of the fact that the Signatory Company
has terminated or partially terminated the Plan.





                                     -100-
<PAGE>   108
         Upon termination of the Plan, a Member who is partially vested in
amounts in his Account attributable to Employer Matching Contributions and
Employer Contributions as of such Plan termination shall immediately be fully
vested in accordance with the provisions of Article VII, Section 7.7 of the
Plan. Distribution on account of termination of the Plan shall be made in
accordance with the distribution alternatives set forth in Article IX, Section
9.3 of the Plan.

         16.4    Continuation of Plan and Trust by Successor.  This Trust shall
not be considered terminated upon the dissolution or liquidation of a Signatory
Company in the event that a successor to the Signatory Company, by operation of
law or by the acquisition of its business interests, shall elect to continue
this Plan and Trust as provided in Article XVI hereof.

                                 ARTICLE XVII.

                        Continuance of Plan by Successor

         17.1    Adoption of Plan by Successor.  In the event of the
consolidation or merger of any Signatory Company or the sale by any Signatory
Company of its assets, the resulting successor person or persons corporation
may continue the Plan by direction from such person, (if not a corporation); or
(if a corporation) by adopting the same by resolution of its Board of Directors
and by executing a proper supplemental Trust Agreement with the Trustee.  If,
within ninety (90) days from the effective date of such consolidation, merger
or sale of assets, such successor neither adopts this Plan as provided herein
nor adopts a successor plan for the benefit of the employees of the Signatory
Company, then the Plan automatically





                                     -101-
<PAGE>   109
shall be terminated and the Trust Fund shall be distributed exclusively to the
Members or their Beneficiaries in the manner provided in Article XVI, Section
16.3.

                                 ARTICLE XVIII.

                   Merger of Plan or Transfer of Plan Assets

         18.1    Transfer, Consolidation or Merger with Another Plan.  In the
event of (1) a merger or consolidation of the Plan with any other plan or (2) a
transfer of assets and liabilities of the Plan to any other plan, each Member
of the Plan will (if the Plan then terminated) be entitled to receive a benefit
immediately after such merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive immediately
before such merger, consolidation or transfer (if the Plan had then been
terminated).

                                  ARTICLE XIX.

                    Adoption of Plan by a Signatory Company

         19.1    Method of Adoption.  Any Affiliated Company (or other business
organization) except those with a payroll system which is incompatible with the
Corporation's or otherwise, in the determination of the Administrative
Committee, incapable of making the computations and accountings necessary to
administer the Plan may, with the approval of the Corporation, adopt this Plan
for all or any classification of its Employees, as permitted by Section 401(a)
of the Code.  The Plan should be adopted by the Affiliated Company in a manner
which indicates the following:





                                     -102-
<PAGE>   110
                 (a) The particular classification or classifications of its
         Employees which are to be eligible for membership in the Plan; and

                 (b) Its agreement to be bound as a Signatory Company by all
         the terms, provisions, conditions and limitations of this Plan with
         respect to its Employees eligible for membership in this Plan; and

                 (c) Any other information required by the Administrative
         Committee or the Trustee with reference to Employees or Members.

This Plan may be adopted by compliance with the foregoing conditions on or
before the end of any Plan Year.

         19.2    Withdrawal from the Plan.  Subject to the consent of the
Corporation, any Signatory Company may at any time withdraw from or discontinue
its participation in this Plan either by failure to consent to an amendment as
provided in Article XVI, Section 16.1 or by giving written notice of such
withdrawal to the Trustee and may cause to be segregated from the Trust Fund
that part of the assets held in the Trust Fund for the Accounts of the Members
employed by such Signatory Company at the date of such discontinuance.  A
withdrawal, whether or not voluntary, from this Plan by a Signatory Company
shall not of itself constitute a termination of the Plan with respect to such
Signatory Company.  A Signatory Company which withdraws, voluntarily or
involuntarily, from this Plan shall, as soon as may be practicable, adopt a
comparable employee benefit





                                     -103-
<PAGE>   111
plan and trust which shall qualify under Section 401(a) of the Code.  The
withdrawing Signatory Company shall then file with the Trustee a written
instrument evidencing its discontinuance in this Plan and shall likewise file
with the Trustee a certification by the Administrative Committee authorizing
the segregation from the Trust Fund of the assets attributable to the Members
employed by such Signatory Company.  In the event of segregation as hereinabove
provided, the Trustee shall deliver to the successor Trustee such part of the
Trust Fund as may be determined by the Administrative Committee to constitute
the appropriate share of the Trust Fund then held with respect to the Members
employed by such Signatory Company.  Such former Signatory Company will
thereafter exercise with respect to such Plan and Trust all of the rights and
powers which may be reserved to such Signatory Company under the terms of the
written instruments providing for such segregation as aforesaid.  Such
segregating Signatory Company shall likewise file with the successor Trustee
such other written instruments as may be necessary in order to make effective
the continuance as a separate trust (as though such Signatory Company were the
sole creator thereof) of the assets so segregated in accordance with the
provisions of this Plan or in accordance with such other plan as may be
mutually agreed upon between such Signatory Company and a successor Trustee.

                                  ARTICLE XX.

                       Recovery of Employer Contributions

         20.1    Initial Approval By Internal Revenue Service.  Notwithstanding
any other provision of this Plan and Trust Agreement,





                                     -104-
<PAGE>   112
it is specifically understood that this Plan and Trust Agreement is adopted and
executed by the Signatory Company upon the condition precedent that the Plan
and Trust shall be approved and qualified by the Internal Revenue Service as
meeting the requirements of the Code and the regulations and rulings issued
thereunder with respect to salary deferral plans and trusts so that the
Signatory Company will be permitted to deduct for federal income tax  purposes
the amount of the Deferral Contributions, Employer Contributions (if any) and
its Employer Matching Contributions (if any) to the Trust under the Plan, that
such Deferral Contributions, Employer Contributions (if any) and Employer
Matching Contributions (if any) will not be taxable to the Members as income
when made and that the Trust will be exempt from federal income tax.  In the
event the Internal Revenue Service shall rule that the Plan and Trust are not
so approved and qualified, all Deferral Contributions, Employer Contributions
(if any) and all Employer Matching Contributions (if any) made to the Trust
under the Plan by a Signatory Company prior to the initial determination by the
Internal Revenue Service as to the qualification of the Plan and Trust shall
revert and be repaid by the Trustee to the Signatory Company.  No Member,
Eligible Employee, Employee or other person shall have any right to the
Employer Matching Contributions (if any) or Employer Contributions (if any).
However, Deferral Contributions allocated to each Member's Account shall be
paid to such Member.  If the Corporation shall determine, however, in
consultation with the Commissioner's representatives, that such failure of
qualification may be cured by steps that the Corporation deems will be in the
interest of it and





                                     -105-
<PAGE>   113
its Employees, the Corporation may elect to amend the Plan and/or Trust in
order to achieve such qualification rather than cause the reversion of Deferral
Contributions, Employer Contributions (if any) and Employer Matching
Contributions (if any) as herein provided.

         20.2    Conditioned on Deductibility.  All employer contributions of
any kind to this Plan are expressly made conditioned on being allowed as a
deduction to the Signatory Company for federal income tax purposes.

                                  ARTICLE XXI.

                                 Miscellaneous

         21.1    Plan is a Voluntary Undertaking by the Signatory Company. The
adoption and maintenance of this Plan and Trust are strictly voluntary
undertakings on the part of the Signatory Company and shall not be deemed to be
a contract between the Signatory Company and any Employee.  Nothing contained
herein shall be deemed to give any Employee the right to be retained in the
employment of the Signatory Company, to interfere with the rights of the
Signatory Company to discharge any Employee at any time or to interfere with an
Employee's right to terminate his employment at any time.

         21.2    Benefit Provided Solely by the Trust Fund.  All benefits
payable under this Plan shall be paid or provided for solely from the Trust and
the Signatory Company assumes no liability or responsibility therefor.

         21.3    Nonalienation.  No benefit payable or to become payable under
the Plan will, except as otherwise specifically provided by law, be subject in
any manner to anticipation, alienation, sale,





                                     -106-
<PAGE>   114
transfer, assignment, pledge, encumbrance or charge, and any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same by a Member or Beneficiary prior to distribution as herein provided shall
be absolutely and wholly void, whether such conveyance, transfer, assignment,
mortgage, pledge or encumbrance be intended to take place or become effective
before or after the expiration of the period herein fixed for the continuance
of the said Trust estate; nor will any benefit be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
person entitled thereto. The Trustee shall never under any circumstances be
required to recognize any conveyance, transfer, assignment, mortgage or pledge
by a Member or Beneficiary hereunder of any part of the Trust estate or any
interest therein and shall never be required to pay any money or thing of value
thereon or therefor, to any creditor of a Member or Beneficiary or upon any
debt created by a Member or Beneficiary for any cause whatsoever.  For purposes
of this Section 21.3, a loan made to a Member or Beneficiary pursuant to
Article XV hereof shall not be treated as an assignment or alienation if such
loan is secured by the Member's vested interest in the amount standing as a
credit to his Account and is exempt from the tax imposed by Section 4975
(relating to tax on prohibited transactions) of the Code, as amended by the
Act.  This provision shall not apply to a "qualified domestic relations order"
defined in Section 414(p) of the Code, and those other domestic relations
orders permitted to be so treated by the Administrative Committee under the
provisions of the Retirement Equity Act of 1984.  The





                                     -107-
<PAGE>   115
Administrative Committee shall establish a written procedure to determine the
qualified status of domestic relations orders and to administer distributions
under such qualified orders.  Further, to the extent provided under a
"qualified domestic relations order," a former spouse of a Participant shall be
treated as the spouse of a surviving spouse for all purposes under the Plan.

         21.4    Applicable Law.  The provisions of this Plan shall be
construed, administered and enforced according to the Code, as amended, the
Act, and, to the extent applicable, the laws of the State of Texas. All
contributions to and distributions from the Trust shall be deemed to take place
in the State of Texas.  The Trustee or Signatory Company may at any time
initiate any legal action or proceeding for the settlement of the accounts of
the Trustee, for the determination of any questions (including questions of
construction which may arise) or for instruction, and the only necessary
parties to such action or proceeding shall be the Trustee and the Signatory
Company, except that any other person or persons may be included as parties
defendant at the elections of the Trustee and the Signatory Company.

         21.5    Construction.  Unless the context clearly indicates to the
contrary, the masculine gender shall include the feminine and neuter, and the
singular shall include the plural. The words "hereof," "herein, n hereunder"
and other similar compounds of the word "here" shall mean and refer to the
entire Plan and not to any particular provision or section.

         21.6    Reference to Code or Act Sections.  Reference to the
provisions of any particular Section of the Code or Act shall be





                                     -108-
<PAGE>   116
deemed reference to any Section of the Code or Act which may hereafter contain
the same or similar provisions.

         21.7    Binding Agreement.  This Plan shall be binding upon the
adopting Signatory Companies, the Trustee and their respective successors and
assigns, and upon the Members, their Beneficiaries and their respective heirs
and legal representatives.

         21.8    No Joint Venture Implied.  The adoption of this Plan by any
Signatory Company shall not create a joint venture or partnership relationship
between it and any other party hereto, nor shall such action ever be construed
as having that effect. Any rights, duties, liabilities or obligations assumed
hereunder by each participating Signatory Company or imposed upon it as a
result of the terms and provisions of this Plan, shall relate to and affect
such Signatory Company alone.

         21.9    Copies of Plan Available.  Copies of this Plan and any and all
amendments thereto shall be made available for inspection at all reasonable
times at the principal office of the Signatory Company to all Employees, and
any Employee may obtain a copy of them upon request and the payment of a
reasonable reproduction fee.

         21.10   Titles and Headings.  The titles to and headings of paragraphs
in this Plan are for convenience and reference only and, in the event of any
conflict, the text of this Plan and Trust, rather than such titles or headings,
shall control.

         21.11   Counterparts.  This Plan and all amendments thereto may be
executed in any number of counterparts, each of which shall be deemed an
original, and said counterparts shall constitute but one





                                     -109-
<PAGE>   117
and the same instrument which may be sufficiently evidenced by any one
counterpart.

         21.12   Severability.  If any provision of this Plan and Trust shall
be held illegal or invalid for any reason, said illegality or invalidity shall
not affect the remaining provisions hereof, but each provision shall be fully
severable and the Plan and Trust shall be construed and enforced as if said
illegal or invalid provision had never been inserted herein.

         21.13   Agent for Service of Legal Process.  The President of the
Corporation is hereby designated as agent of the Plan for the service of legal
process.  Such designated agent may be changed from time to time by action of
the Board of Directors of the Corporation in writing, and such changes shall
become effective upon of the U.S. Secretary of Labor.

         21.14   Withholding: Reports.  Except for loans within the limits
specified in Section 15.1 for which Federal income tax withholding is not
required, the Administrative Committee shall withhold Federal income tax from
all distributions from the Trust Fund to any Payee (or, alternatively direct
the Trustee to do so, providing the Trustee with such information as may be
required under Treasury Regulations), unless such Payee elects not to have





                                     -110-
<PAGE>   118
withholding apply to a distribution. For purposes of this Section 21.14, Payee
means the Member or other individual or entity entitled to a distribution under
this Plan.  The manner and amount of withholding will be determined pursuant to
Section 3405 of the Code and the regulations thereunder.  The Payee shall be
timely provided with the following: notice of the Payee's right to elect not to
have withholding apply to any distribution; notice of the method of making such
election; a statement that the election remains effective until revoked; notice
of the Payee's right to revoke such election at any time; and a statement to
advise the Payee that penalties may be incurred under the estimated tax payment
rules if the payments of the estimated tax are not adequate or if sufficient
tax is not withheld from the distribution.  Procedures with respect to such
notice requirements and the Payee's election shall be determined pursuant to
Section 3405 of the Code and the regulations thereunder.  The Administrative
Committee shall maintain records, and make returns and reports with respect to
distributions and withholding thereof, if any, as required under Section
6047(e) of the Code and the regulations thereunder.  In addition the
Administrative Committee shall make any reports required under Sections 402(f)
and 6652(j) pertaining to explanations to recipients of lump sum distributions
from the Plan.

         21.15   Single Plan.  The Plan shall be administered, accounted for
and otherwise treated as a single plan with respect to all the Signatory
Companies that adopt this Plan.





                                     -111-
<PAGE>   119
         IN WITNESS WHEREOF, the Corporation and the Trustee have caused this
Agreement to be executed in multiple counterpart copies on this 11th day of
May, 1992, effective as set forth above.

                                         STEWART TITLE GUARANTY COMPANY
                                    
                                    
                                    
                                         By: /s/ Malcom S. Morris
                                             President
                                    
                                    
                                         TRUSTEE:
                                    
                                         FIRST INTERSTATE BANK OF TEXAS, N.A.
                                    
                                    
                                    
                                         By: /s/ John Kelley
                                         Title:  Vice President





                                     -112-
<PAGE>   120
THE STATE OF TEXAS        }
                          }
COUNTY OF HARRIS          }

         BEFORE ME, the undersigned authority, on this day personally appeared
Malcolm S. Morris, known to me to be the person whose name is subscribed to the
foregoing instrument, as President of STEWART TITLE GUARANTY COMPANY, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and as the act and deed of
said Corporation.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 11th day of May, 1992.

                                        /s/ Kevin L. Carter
                                        NOTARY PUBLIC IN AND FOR
                                        THE STATE OF  T E X A S


THE STATE OF TEXAS        }
                          }
COUNTY OF HARRIS          }


         BEFORE ME, the undersigned authority, on this day personally appeared
John Kelley, known to me to be the person whose name is subscribed to the
foregoing instrument, as Vice President of FIRST INTERSTATE BANK OF TEXAS,
N.A., and acknowledged to me that he executed the same for the purposes and
consideration therein expressed, in the capacity therein stated and as the act
and deed of said banking institution.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 7th day of May, 1992.

                                        /s/ Renella T. Hill
                                        NOTARY PUBLIC IN AND FOR
                                        THE STATE OF  T E X A S





                                     -113-
